Yes, here is one item listed.
Item 4.
Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
“On January 17, 2019, Transform Holdco entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among Transform Holdco, Holdings and certain subsidiaries of Holdings party thereto (Holdings, together with each of Holdings’ subsidiaries party thereto, the “Sellers”) to acquire substantially all of the go-forward retail footprint and other assets and component businesses of Holdings as a going concern (the “Going Concern Transaction”).
The Going Concern Transaction was determined to be a “Successful Bid” during an “Auction” (each, pursuant to the Bidding Procedures) that commenced on January 14, 2019 and concluded on January 17, 2019.
The Purchase Agreement provides for a total purchase price of approximately $5.2 billion, comprised of: $850 million in cash to be funded with the proceeds of a new $1.3 billion ABL Commitment; a credit bid of approximately $1.3 billion; the roll-over of (and release of the Debtors with respect to) approximately $621 million of senior indebtedness; the assumption of all of the outstanding liabilities of the SRC Entities, in the amount of approximately $592 million; $35 million in cash in consideration for the release and settlement of certain claims by Debtors; the assumption of up to $166 million of payment obligations with respect to goods ordered by the Sellers prior to the closing of the Going Concern Transaction (but as to which goods the Sellers have not yet taken delivery and title prior to closing); the assumption of up to $139 million of 503(b)(9) administrative priority claims; the obligation to reimburse the Sellers for up to $43 million of additional severance costs to be incurred by the Sellers; the assumption of all cure costs related to contracts to be assumed by Transform Holdco (estimated to be up to $180 million); the assumption of up to $134 million of property taxes with respect to the properties to be acquired by Transform Holdco; the obligation to pay up to $19 million in transfer taxes; the assumption of approximately $4 million in mechanics’ liens; up to $17 million in cash to purchase cash in store registers as of the closing of the Going Concern Transaction; and the assumption of approximately $1.1 billion of assumed liabilities with respect to certain protection agreements, gift cards and accrued points under the Shop Your Way program.
The Purchase Agreement provides that Transform Holdco will provide offers of ongoing employment to approximately 45,000 employees of Holdings, and through February 1, 2020, the end of the current fiscal year, provide salary continuation, substantially comparable benefits and reinstate Holdings’ prepetition severance program for all employees that accept their employment offer at close.
In connection with the execution of the Purchase Agreement, Transform Holdco has entered into a debt commitment with certain lenders with regard to the new ABL Commitment, an updated Rollover Commitment, an updated Real Estate Commitment and an updated Equity Commitment
