RE: Big gamble24 Sep 2022 09:49
Ian - from Docket 46:
"18. In addition to the RoW Loan Transaction, the Debtors assessed strategic options with respect to the Prepetition Priming Facility. That facility was put in place in November 2020 and was designed to provide the Company with incremental liquidity to give the Company time to recover from declining operational performance hastened by the pandemic and stave off a premature chapter 11 filing. The facility initially comprised a new money tranche (Initial Term B-1 Loans) and roll up of $110.8 million owed under the RCF (Initial Term B-2 Loans). Despite continued underperformance, the Ad Hoc Group came to the Debtors aid in supplying additional term loans under the Prepetition Priming Facility in July 2021 in the amount of $200 million (Incremental Priming Term B-1 Loans). The structure of this facility and the Prepetition Legacy Credit Facilities, taken together, limit the Company’s ability to raise additional financing. Indeed, I understand that pursuant to the terms of the Prepetition Priming Credit Agreement, the Prepetition Priming Lenders must consent to any priming of their collateral. I further understand that pursuant to the Prepetition Senior Intercreditor Agreement and the Prepetition Pari Passu Intercreditor Agreement, the Prepetition Legacy Facility Agent and any holder of a claim on account of the obligations thereunder may object or otherwise contest the priming of their collateral by any DIP financing, unless the Prepetition Priming Agent has consented to such priming financing. Given the timing constraints and related exigencies, and on the understanding that any postpetition financing package would likely require refinancing the Prepetition Priming Facility, the Debtors offered to use proceeds of the DIP Facility to refinance the nearly $1.0 billion of obligations outstanding under the Prepetition Priming Facility. Accordingly, by refinancing the priming loans now, the Debtors are assured that they have the required support under both the priming and legacy facilities to avoid what otherwise could have been a protracted priming fight. Prior to these Chapter 11 Cases, the Ad Hoc Group, which holds a majority of the obligations under the Prepetition Priming Facility, has in fact directed the Prepetition Priming Agent to consent to the proposed DIP Facility. I believe that the Priming Loan Refinancing is a pivotal component of the DIP Facility, which will allow the Debtors to access the cash collateral of the prepetition secured lenders without the need for a non-consensual priming fight. Given these considerations, and as discussed further herein, the Debtors made the business decision to agree to refinance the Prepetition Priming Loans and account for such refinancing in the sizing of the DIP Facility."