Guitar Center Inc. filed for Chapter 11 in bankruptcy court in Richmond, Va., the company announced Nov. 21.
The filing was expected. As reported, the company announced Nov. 13 that it had entered into a restructuring support agreement, or RSA, with "key stakeholders," including equity sponsor Ares Management, new equity investors Brigade Capital Management and The Carlyle Group, and "supermajorities of its noteholder groups" providing for "a comprehensive transaction that will deleverage the company's balance sheet," adding that it would implement the pact via a prepackaged Chapter 11 to be filed "in the coming weeks."
Specifically, bankruptcy court filings state that the company's plan is backed by holders of 100% of its senior secured super-priority notes, 71% of its senior secured notes and 84% of its senior unsecured cash/PIK notes.
The company said it expects to complete the Chapter 11 process by the end of the year. According to court filings, the company is seeking to schedule a combined hearing to confirm its reorganization plan and approve the adequacy of its disclosure statement for Dec. 17. The voting deadline would be Dec. 10. It is worth noting, however, that the RSA's milestone deadlines do not require plan confirmation until Jan. 6, 2021, or emergence from Chapter 11 until Feb. 1, 2021.
As it said in its statement on Nov. 13, the company reiterated that its reorganization was backed by up to $165 million in new equity from Ares, Brigade and The Carlyle Group, and that it "intends to raise $335 million in new senior secured notes" with UBS Investment Bank as the lead placement agent.
According to the company's disclosure statement, the new equity investment will be for 100% of the equity in the reorganized company. The new notes would be first-lien notes issued on "prevailing market terms."
The plan also contemplates a new $375 million asset-based lending facility upon emergence.
As for distributions to creditors, the company's plan provides for lenders under the company's $42 million super-priority secured notes to be repaid in full, in cash (a 100% recovery); holders of secured notes with allowed claims of $676 million to receive $450 million in cash and $160 million of new preferred equity, subject to an election to receive up to $30 million in additional cash in lieu of new preferred equity (a recovery of 90%); and holders of $415 million unsecured note claims to receive $2 million of new junior preferred equity (a recovery of 0.5%).
The new preferred equity would pay dividends at a rate of 15% per year and would be subject to redemption after three years. The junior preferred would not pay any dividends.
Holders of about $72 million of allowed general unsecured claims would be paid in full, in cash or receive a recovery that would otherwise leave claim holders unimpaired. Among the company's largest holders of trade claims are Yamaha Music, which is owed about $13.1 million; Fender Corp., owed about $10.7 million; Ningbo Tonwell Audio Equipment, owed about $6.7 million; and Gibson Guitar, owed roughly $5 million.
Last, but not least, the company said it had obtained a $375 million in debtor-in-possession, or DIP, facility from certain of its existing noteholders and asset-based lenders.
According to the company's motion seeking bankruptcy court approval of the DIP, the facility comprises a $325 million term DIP at 7% interest and a $50 million ABL at L+550, with a 1.5% Libor floor, with the full amounts available upon interim approval.
The plan provides for the DIP facility to be repaid in full in cash.