Gibson Brands – Files Plan Supplement, Key Exhibits Provide Detail as to Exit Financing and Management Compensation

September 24, 2018 – Gibson Brands filed a Plan Supplement [Docket No. 812] to its Fourth Amended Joint Plan of Reorganization [Docket No. 566] which contains the following documents: (i) Exhibit A: New Exit ABL Facility Documents, (ii) Exhibit B: Amended Organizational Documents, (iii) Exhibit C: New Common Stock Agreement, (iv) Exhibit D: Reorganized Debtors’ Directors and Officers, (v) Exhibit E: Management Incentive Plan, (vi) Exhibit F: Profits Interest Anti-Dilution Provisions, (vii) Exhibit G: Notice Regarding New Exit Take-Out Facility and Prepetition Secured Noteholders’ Class 7 Treatment, (viii) Exhibit H: Rejected Executory Contract/ Unexpired Lease List and (ix) Exhibit I: Management Employment and Consulting Agreements. 

 

Exhibit G notes, “Pursuant to Article II.C. of the Plan, at the election of the Required Lenders, the DIP Facility Claims shall be either (i) refinanced with the proceeds of the New Take Out Facility, (ii) exchanged in full for New Common Stock at a price per share equal to 80% of Plan Value, or (iii) indefeasibly paid in full through a combination of (i) and (ii). The Required Lenders have elected to exchange the DIP Facility Claims in full for New Common Stock at a price per share equal to 80% of Plan Value. Pursuant to Article III.E.(7) of the Plan, at the election of the Required Supporting Noteholders, the Holders of Gibson Holdings Claims in Class 7 on account of the Allowed Prepetition Secured Notes Claims may, prior to or after the Effective Date, waive the Prepetition Secured Noteholders’ recovery in Class 7 and instead treat such Holders’ recovery in Class 5 as being also on account of their Gibson Holdings Claims in Class 7.”