American Tire Distributors – Gets Interim Approval For DIP Financing

October 5, 2018 – The Court hearing the American Tire Distributors’ case issued an order authorizing the Debtors to (i) obtain interim debtor-in-possession (“DIP”) postpetition financing and (ii) utilize cash collateral [Docket No. 109].  The interim DIP order will allow the Debtors to access up to $800 million of the ABL DIP Loan and $190 million of the DIP FILO Loan (final amounts for these two DIP facilities are expected to be $980 million and $250 million, respectively).  Amounts under the ABL DIP Loan will be used to roll-up prepetition debt.

As previously reported [Docket No. 15], “This Motion requests approval of a DIP Facility that will provide continued access to the Debtors’ prepetition asset-based revolver, plus approximately $200 million of incremental liquidity….Additionally, the noteholder group will provide a $250 million DIP FILO Loan, which is subordinate to, but shares the same lien as, the ABL DIP Loans….The Debtors request that the Court authorize the Debtors to obtain senior secured post-petition financing on a super-priority priming lien basis and for each of the Debtors other than the Borrowers (the ‘Guarantors’) to guaranty the Borrowers’ obligations in connection with the DIP Facility, on a super-priority basis in the aggregate principal amount of up to $1,230,000,000, consisting of (i) a senior secured super-priority revolving credit facility, swing line loans, and letters of credit in the aggregate principal amount of up to $980,000,000 (the ‘ABL DIP Loan’), and (ii) a $250,000,000 senior secured super-priority first-in last-out term loan facility (the ‘DIP FILO Loan’), which shall be available in full upon entry of the Final Order to repay and discharge the Prepetition U.S. FILO Loans, pursuant to the terms and conditions of the Post-Petition Credit Agreement (the ‘DIP Loan Agreement’)….Revolving commitments (U.S. Tranche 1 Commitment” and “Canadian Tranche 2 Commitment” are $800,000,000 (not including an additional $180,000,000 of Canadian ABL Revolving Commitments).” The Court scheduled al hearing on the DIP financing for October 26, 2018, with objections due by October 19, 2018.