LOYALTY VENTURES INC. Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on
In connection with the commencement of the Chapter 11 Cases and as previously
announced, on the Petition Date, the Debtors,
As set forth in the
CCAA Debtor-in-Possession Credit Facility
On
The foregoing description of the terms of the CCAA DIP Term Sheet and the
transactions contemplated thereby (including the description in the
Intercompany Debtor-in-Possession Credit Facility
On
Upon entry of the Interim DIP Order and satisfaction or waiver of the other
conditions precedent set forth in the Intercompany DIP Term Sheet, the Company
is authorized to make draws of up to
final basis (the "Final DIP Order", and together with the Interim DIP Order, the "DIP Orders") and compliance with the terms, conditions, and covenants set forth in the Intercompany DIP Term Sheet and to be set forth in the Final DIP Order.
Interest on the loans extended under the Intercompany DIP Facility ("Intercompany DIP Loans") will accrue at a rate per annum equal to the rate under the CCAA DIP Facility, being the Base Rate (as defined in the Intercompany DIP Term Sheet) plus 6.00% payable in cash on the Termination Date (as defined below). At all times automatically following the occurrence and during the continuance of an event of an Event of Default (as defined in the Intercompany DIP Term Sheet), the outstanding principal amount of all Intercompany DIP Loans . . .
Item 2.03 Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information relating to the CCAA DIP Facility and the Intercompany DIP Facility set forth in Item 1.01 of this Current Report on Form 8-K (this "Form 8-K") is incorporated herein by reference.
Item 8.01 Other Events
An initial version of the Combined DS and Plan was filed with the
The Combined DS and Plan, among other things:
contemplates that the Debtors will form a liquidating trust (the "Liquidating
Trust") that will: (i) hold, investigate and pursue, as appropriate, claims and
causes of action against Bread Financial Holdings, Inc., a
("Bread") and related parties (and together with Bread, the "Bread Parties"); ? (ii) pay certain claims and expenses; (iii) hold direct or derivative rights,
interests, claims, entitlements or causes of action of any Debtor under
insurance contracts; and (iv) hold all other unencumbered or unsecured
property, interests and rights of the Debtors on the effective date of the
Combined DS and Plan (the "Combined DS and Plan Effective Date");
sets forth that the Bread Parties agreed with the Debtors, the Consenting ? Lenders and the Administrative Agent to not object to the DIP Motions and the
confirmation of the Combined DS and Plan, subject to certain conditions and
confirmations (the "Bread Settlement");
contemplates that on the Combined DS and Plan Effective Date, except to the
extent otherwise agreed to, holders of all administrative expense claims, ? priority tax claims, other priority claims, and other secured claims, in each
case in respect of the Debtors, will receive, in full and final satisfaction of
such claims, cash payment in an amount equal to such allowed claims;
contemplates that on the Combined DS and Plan Effective Date, each holder of an
allowed claim against a Debtor arising under, derived from, secured by, based
on or related to the Term A Loan, Term B Loan or Revolving Loan under the
Credit Agreement (collectively, "Loan Claims") will receive (i) the cash ? proceeds of any collateral securing the Loan Claims immediately upon the
Debtors' or
the interests in the
Liquidating Trust interests granted under the Combined DS and Plan after
application of the cash proceeds of any collateral securing the Loan Claims,
unless such holder agrees to less favorable treatment;
contemplates that on the Combined DS and Plan Effective Date, each holder of an
allowed General Unsecured Claim (defined as any prepetition claim against
Debtors that, generally, is not an administrative claim, a claim arising under
the Intercompany DIP Facility, a professional fee claim, a secured tax claim,
an other secured claim, a priority tax claim, an other priority claim, a Loan
Claim, an intercompany claim, or a Section 510 claim (provided that a General
Unsecured Claim in an amount greater than
million will be a Convenience Claim (as defined below))) in excess of
million or held by the Bread Parties will receive its share of the interests in
the
proceeds of any collateral securing the Loan Claims, unless such holder agrees
to less favorable treatment; provided that to the extent the Bread Parties have
any allowed General Unsecured Claims, such claims will participate in the
Liquidating Trust with respect to any recoveries from assets that were
unencumbered as of the Petition Date or, to the extent securing claims arising
under the Intercompany DIP Facility or adequate protection claims under any of
the DIP Orders, not applied to satisfy such claims; provided further that, the
Bread Parties will not receive distributions on account of any interests in the
Liquidating Trust on account of recoveries obtained through the prosecution
and/or settlement of claims asserted against the Bread Parties;
contemplates that on the Combined DS and Plan Effective Date or as soon as
reasonably practicable thereafter, holders of allowed Convenience Claims
(defined as any General Unsecured Claim against one or more of the Debtors that
? is allowed in an amount greater than
will, subject to Article XI of the Combined DS and Plan, receive payment in
full in cash from a reserve held by the
all holders of Convenience Claims unimpaired;
? contemplates that holders of Section 510 claims will not receive or retain any
property or interest in property on account of such Section 510 claims;
contemplates that on the Combined DS and Plan Effective Date or as soon as ? reasonably practicable thereafter, all intercompany claims (other than claims
arising out of the Intercompany DIP Facility) will be canceled, settled and
released without any distribution;
contemplates that on the Combined DS and Plan Effective Date or as soon as ? reasonably practicable thereafter, all intercompany interests will be
cancelled, settled and extinguished with no distribution; and
contemplates that on the Combined DS and Plan Effective Date or as soon as ? reasonably practicable thereafter, all of the interests in the Debtors will be
cancelled, released and extinguished, and will be of no further force or
effect.
The Combined DS and Plan also provides for releases and other customary terms.
The information contained in the Combined DS and Plan, the other documents
implementing the Transactions and this Form 8-K is for informational purposes
only and does not constitute an offer to buy, nor a solicitation of an offer to
sell, any securities, loans or other instruments of the Company, nor does it
constitute a solicitation of consent from any persons with respect to the
Transactions. The terms of the Combined DS and Plan, and the other transaction
documents, are subject to approval by the
Additional Information on the Chapter 11 Cases
For
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of the Exchange
Act. Forward-looking statements give our expectations or forecasts of future
events and can generally be identified by the use of words such as "believe,"
"expect," "anticipate," "estimate," "intend," "project," "plan," "likely,"
"may," "should" or other words or phrases of similar import. Similarly,
statements that describe our business strategy, outlook, objectives, plans,
intentions or goals also are forward-looking statements. Forward-looking
statements, however, are subject to a number of risks and uncertainties that
could cause actual results to differ materially for a variety of reasons,
including, among others, our high level of indebtedness; increases in market
interest rates; the potential failure to satisfy the closing conditions under
the purchase agreement for our BrandLoyalty business, which may result in the
sale transaction not being consummated; the potential failure to satisfy the
borrowing conditions under the bridge loan agreement in connection with the sale
of our BrandLoyalty business, which may result in the BrandLoyalty business not
being able to obtain all the bridge loans under the bridge loan agreement;
continuing impacts related to COVID-19, including variants, labor shortages,
reduction in demand from clients, supply chain disruption for our reward
suppliers and capacity constraints, rising costs or other disruptions in the
airline or travel industries; changes in geopolitical conditions, including the
Russian invasion of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Document Description
10.1 Interim Order (I) Authorizing the Debtors to Obtain Postpetition
Financing, (II) Authorizing the Debtors to Continue the Use of Cash
Collateral, (III) Granting Liens and Providing Superpriority
Administrative Expense Status, (IV) Granting Adequate Protection,
(V) Modifying the Automatic Stay, (VI) Scheduling a Final Hearing
and (VII) Granting Related Relief [Docket No. 134].
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source
