February 7, 2019 - The Debtors requested Court authority to (i) enter into a commitment letter for a $325mn term loan facility (the “Term Loan Commitment Letter”) with Goldman Sachs Bank USA (“Goldman Sachs” and the “Term Loan Facility,” respectively) and a related fee letter and (ii) enter into a commitment letter (the “ABL Commitment Letter”) for a $187.5mn ABL facility with Wells Fargo Bank, N.A. (the “ABL Facility and “Wells Fargo,” respectively) that includes a $12.5mn first-in, last-out term loan facility (the “ABL Facility,” and together with Term Loan Facility, the “Exit Facilities”) and a related fee letter [Docket No. 1223]. The Debtors also filed a motion requesting authority to file the two fee letters under seal and to redact portions of the Term Loan Commitment Letter [Docket No. 1224].
Summary of Term Loan Facility
- Term Loan Facility: A senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount equal to $325.0 million.
- Borrower: Nine West Holdings, Inc., a Delaware corporation (the “Borrower”).
- Guarantors: Jasper Parent LLC, a Delaware limited liability company (“Holdings”), each of the Borrower’s wholly-owned subsidiaries and any other entity (other than the Borrower with respect to its own obligations) that guarantees or is a borrower under the ABL Facility (the foregoing, collectively, the “Guarantors”; the Guarantors and the Borrower shall be referred to herein collectively as the “Loan Parties”).
- Term Loan Agent: As yet unnamed
- Term Loan Lenders: The Initial Lender and certain other financial institutions selected by the Arranger in consultation with, and reasonably acceptable to, the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), other than Disqualified Institutions (the “Term Loan Lenders”).
- Term: The Term Loan Facility will mature on the date that is five years after the Closing Date (the “Maturity Date”).
- Interest Rates and Fees:
(a) Interest Rate: The interest rate applicable to the Term Loans will be LIBOR (subject to a 1.00% floor) plus 8.00% per annum (the “Applicable Margin”),
(b) Interest Periods and Interest Payment Dates: LIBOR interest periods shall be 1, 2, 3, 6, or, if consented to all relevant affected Term Loan Lenders, 12 months or a shorter period (as selected by the Borrower). Interest shall be paid on the last day of each relevant interest period and, in the case of any interest period longer than 3 months, on each successive date 3 months after the first day of such interest period.
(c) Default Rate: During the continuance of an event of default under the Term Loan Operative Documents, at the option of the Requisite Lenders (or automatically in the case of a payment or bankruptcy Event of Default), all overdue amounts will bear interest at a rate equal to 2.00% per annum plus the otherwise applicable rate.
- Financial Covenant: The Term Loan Operative Documents will contain a maximum Total Net Leverage Ratio financial maintenance covenant, set (i) at 5.50:1.00 for each fiscal quarter ending after the Closing Date and through and including March 31, 2020, (ii) at 5.00:1.00 for the fiscal quarters ending June 30, 2020, September 30, 2020 and December 31, 2020, (iii) at 4.50:1.00 for the fiscal quarters ending March 31, 2021 and June 30, 2021, (iv) at 4.00:1.00 for the fiscal quarters ending September 30, 2021, December 31, 2021, March 31, 2022 and June 30, 2022 and (v) at 3.50:1.00 thereafter (the “Financial Covenant”), which shall be tested on the last day of each fiscal quarter of the Borrower, and which shall otherwise be acceptable to the Term Loan Lenders; it being understood that (1) borrowings under the ABL Facility shall not be included in the numerator of the Total Net Leverage Ratio and (2) “Consolidated EBITDA” shall be calculated in a manner that is substantially similar as that set forth in the materials delivered to the Commitment Party on January 17, 2019.
- Security: Subject to the Intercreditor Agreement, the Term Loan Facility will be secured, with the priority described below under the heading “Priority”, by a perfected security interest in and lien on all or substantially all of the Loan Parties’ tangible and intangible assets interests in a manner substantially consistent with the Documentation Principles (collectively, the “Collateral”).
- Priority: Subject to the Intercreditor Agreement and subject to Documentation Principles: (a) all amounts owing by the Loan Parties under the Term Loan Facility shall at all times be secured by a perfected (i) first priority lien on all Term Loan Priority Collateral (to be defined in a manner substantially consistent with the Intercreditor Agreement) and (ii) second priority lien on all ABL Priority Collateral (to be defined in a manner substantially consistent with the Intercreditor Agreement, excluding clause (11) of the definition thereof), junior only to the liens of the ABL Facility with respect thereto, subject to permitted liens; and (b) all amounts owing by the Loan Parties under the ABL Facility shall at all times be secured by a perfected (i) first priority lien on all ABL Priority Collateral and (ii) second priority lien on all Term Loan Priority Collateral.
Summary of the ABL Facility
- ABL Facility: Subject to the terms under the heading “Availability,” an aggregate principal amount of $187,500,000 will be available through the following facilities: (a) Revolving Facility: a $175 million revolving credit facility (the “Revolving Facility”) available from time to time until the fifth anniversary of the Closing Date, which will include a $30 million sublimit for the issuance of letters of credit (the “Letters of Credit”) and a $15 million sublimit for swingline loans (each a “Swingline Loan”). Letters of Credit will be issued by Wells Fargo (in such capacity, the “Issuer”). Swingline Loans will be made available by Wells Fargo, and each of the Lenders under the Revolving Facility will purchase an irrevocable and unconditional participation in each Letter of Credit and each Swingline Loan and (b) FILO Facility: a $12.5 million first in, last out term loan facility (the “FILO Facility”). The FILO Facility shall be advanced in full on the Closing Date. Once repaid, no portion of the FILO Facility may be re- borrowed.
- Borrowers: Nine West Holdings, Inc., a Delaware corporation (the “Company”), Kasper Group LLC, a Delaware limited liability company, New One Jeanswear Group, LLC, a New York limited liability company, and/or any entity formed to hold any newly issued equity in respect of the Debtors or any assets transferred from the Company upon its emergence from bankruptcy (collectively, the “Borrowers”).
- Guarantors: The obligations of the Borrowers and their subsidiaries under the ABL Senior Credit Facility and under any treasury management, bank products, interest protection or other hedging arrangements entered into with the Administrative Agent, a Lender (or any affiliate thereof) or ther counterparties selected by a Borrower (as reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld, conditioned or delayed)) will be guaranteed by Jasper Parent LLC, a Delaware limited liability company that is the direct parent of the Company (“Holdings”),1 each other obligor, if any, of the Exit Term Loan Facility, and each existing and future direct and indirect wholly owned domestic subsidiary of the Borrowers (collectively, the “Guarantors”, and together with the Borrowers, the “Loan Parties”). Notwithstanding the foregoing, the guaranty requirements will be subject to exceptions subject to Documentation Principles. All guarantees will be guarantees of payment and not of collection.
- Administrative Agent: Wells Fargo Bank, National Association (“Wells Fargo”) will act as sole administrative agent (in such capacity, the “Administrative Agent”).
- Lead Arranger: Wells Fargo will act as sole lead arranger and sole bookrunner (in such capacities, the “Lead Arranger”).
- Lenders: A group of lenders that are reasonably acceptable to the Borrowers arranged by the Lead Arranger, provided that no such Lender shall be a Disqualified Lender (collectively, the “Lenders”).
- Use of Proceeds: The proceeds of the ABL Senior Credit Facility shall be used solely for, in each case in a manner consistent with the terms and conditions herein, (a) repayment of the loans and all other obligations under the DIP Credit Agreement, (b) payments described in the Approved Plan, (c) payment of fees, costs and expenses incurred in connection with consummation of the Approved Plan, and (d) for working capital, capital expenditures and other general corporate purposes of the Loan Parties and their respective subsidiaries (including acquisitions, investments, restricted payments and other transactions permitted by the ABL Senior Credit Facility).
- Term: The ABL Senior Credit Facility shall terminate and all amounts outstanding thereunder shall be due and payable in full on the earlier of (i) five years after the Closing Date and (ii) 91 days prior to the maturity of the Exit Term Loan Facility if the Exit Term Loan Facility is not repaid, refinanced, amended or modified to extend its maturity to a date that is at least 91 days after the fifth anniversary of the Closing Date prior to such date.
- Interest Rates: The interest rates per annum applicable to the ABL Senior Credit Facility (other than in respect of Swingline Loans) will be LIBOR plus the Applicable Rate (as hereinafter defined) or, at the option of the Borrowers, the Base Rate (to be defined as the highest of (a) the Federal Funds Rate plus ½ of 1%, (b) the Wells Fargo prime rate and (c) LIBOR plus 1.00%) plus the Applicable Rate. “Applicable Rate” means a percentage per annum to be determined in accordance with the pricing grid set forth below. Each Swingline Loan shall bear interest at the Base Rate plus the Applicable Rate for Base Rate loans under the Revolving Facility. Notwithstanding anything to the contrary contained herein, to the extent that, at any time, LIBOR shall be less than zero, LIBOR shall be deemed to be zero for purposes of the Senior Credit Facility. The Applicable Rate for the period from the Closing Date through the first full fiscal quarter of the Borrowers after the Closing Date shall be as set forth in Level II below. The Borrowers may select interest periods of one, two, three or six months for LIBOR loans, subject to availability. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly. During the continuance of any default under the Senior Credit Facility Documentation (as hereinafter defined), at the option of the Lenders, the Applicable Rate on obligations owing under the Senior Credit Facility Documentation shall increase by 2% per annum.
- Security: Substantially the same as the Existing Credit Agreement subject to the Documentation Principles.
- Financial Covenant: If at any time Excess Availability is less than the greater of (x) $14,000,000, and (y) 10% of the Maximum Borrowing Amount (as calculated without giving effect to the FILO Reserve), the Loan Parties shall maintain a Fixed Charge Coverage Ratio for the trailing twelve-month period most recently ended equal to or greater than 1.00 to 1.00.
The motion attached the following exhibits:
- Exhibit A: Proposed Order
- Exhibit B: Term Loan Commitment Letter
- Exhibit C: Term Loan Fee Letter (filed under seal)
- Exhibit D: ABL Commitment Letter
- Exhibit E: ABL Fee Letter (filed under seal)
- Exhibit F: Lefkovits Declaration