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DURA AUTOMOTIVE: Court Defers DIP Financing Maturity to Jan. 31
At the request of DURA Automotive Systems, Inc., and its debtor- affiliates, the U.S. Bankruptcy Court for the District of Delaware extended the maturity date of the Debtors' postpetition secured revolving and term loan financing facilities until Jan. 31, 2008.
The Debtors told the Court that without extensions of the maturity dates, previously set Dec. 31, 2007, the Debtors obligations under the revolving and term-loan facilities become immediately due and payable, and the DIP Lenders would be entitled to exercise all remedies available to them. Absent the extension, the Debtors would face, among other things, insufficient working capital to fund ongoing operations.
Beginning in September 2007, the Debtors initiated discussions with, and solicited exit financing proposals from, a variety of potential exit lenders. The Debtors have selected Goldman Sachs Credit Partners L.P. and Barclays Capital to act as arrangers to syndicate the exit financing, but as of mid-December 2007, the arrangers have been unable to secure a full syndication of DURA's proposed US$425 million exit financing, due to tighter credit conditions.
Marc Kieselstein, P.C., Esq., at Kirkland & Ellis, LLP, in Chicago, Illinois, recounted that, in December 2007, the Debtors and their advisors also contacted several potential third-party lenders, and solicited debtor-in-financing proposals that would replace the existing DIP Facilities in one form or another. Though some parties showed interest in providing proposals, none expressed confidence they could close the transaction within the time-frame required by the Debtors, said Mr. Kieselstein said.
According to Mr. Kieselstein, the Debtors along with their advisors determined that six months would be an appropriate length of for the maturity date extensions of each of the DIP Facilities, but that, to meet the Debtors' operational financing needs between February and June 2008, the extensions would require an increase in the size of the term loan amount under the DIP Facilities. For January 2008, however, no term loan increase is necessary to meet the debtors' operational financing needs. Accordingly, obtaining maturity date extensions of month for each of the DIP facilities was the only feasible extensions available to the Debtors, Mr. Kieselstein told the Court.
Given the short period of time allowed by the one-month extensions, the Debtors are presently, however, attempting to negotiate, among other things, follow-on five or six month maturity date extensions of the each of the DIP facilities and the term loan increase. The Debtors will present any request for further amendments to the DIP Facilities at the Jan. 24, 2008 omnibus hearing.
Amendments to DIP Facilities
The significant amendments to the Term Loan Facility are:
Maturity Date: January 31, 2008
Fees: Status Report filed under seal.
Canada Restructuring: Transaction authorized subject to pledge of new entity stock in favor of Postpetition Secured Parties, including necessary covenant waivers and authority for Postpetition Agents to release guaranties and liens as necessary.
Interest: For Base Rate Loans, Base Rate plus 2.25% per annum. For LIBOR Loans, at the LIBOR Rate plus 3.25% per annum. All loans deemed Base Rate Loans after December 31, 2007.
Immediate Default Interest: Default Interest to accrue starting Dec. 31, 2007, provided that if the Event of Default occurs after December 31, there will be no additional increase in the interest rate from that provided in the Term Loan DIP Credit Agreement.
Financial Advisor Engagement: Counsel to the Goldman Sachs Credit Partners, L.P., as administrative agent to engage a financial advisor
Cash Flow Forecasts: Debtors to provide rolling cash flow forecasts for the following 13-week period each week.
Capital Expenditures: Maximum Consolidated Capital Expenditures for January 2008 to be less than or equal to US$9 million.
Amendments of the Revolving DIP Facility are:
Maturity Date: January 31, 2008
Fees: Status Report filed under seal.
Canada Restructuring: Transaction authorized subject to pledge of new entity stock in favor of Postpetition Secured Parties, including necessary covenant waivers and authority for Postpetition Agents to release guaranties and liens as necessary.
Minimum EBITDA Covenant: None for January 2008.
Immediate Default Interest: None. Default interest to accrue, only when applicable, pursuant to the Postpetition Revolving Credit Agreement.
New Commitment Letter: On or before January 15, 2008, the Debtors will have procured a commitment from financial institutions reasonably accepted to the Lenders for a new term loan DIP credit facility.
New Financial Covenant: During the term of the Maturity Date extension, the Borrowers will have to comply with minimum Excess Availability covenant.
Eligible Receivables: Revised to include "25% in respect of Ford Motor Company including any of its affiliates and subsidiaries, or an Account Debtor whose securities are rated Investment Grade."
Base Rate Loans: All loans to be deemed Base Rate Loans.
Use of Funds: Proceeds of any Credit Extension may not be used to refinance, repay, cash collateralize, back to back, replace, or otherwise support all or any part of the synthetic letters of credit under the Term Loan DIP Agreement or pay any principal amounts due under that agreement other than the amounts mutually agreed.
Financial Advisor Engagement: Counsel to the Administrative Agent to engage a financial advisor.
Cash Flow Forecasts and Borrowing Base Certificates: Debtors to provide rolling cash flow forecast for the following 13-week period and Borrowing Base Certificate each week.
Mr. Kieselstein told the Court that the Debtors, in order to obtain the Maturity Date extensions and effect the Canada Restructuring, were required to offer "sufficient" consideration to obtain unanimous lender consent under the DIP Facilities. The Debtors, however, redacted the Amendment Fees from the Amended Credit Agreements filed with the Court.
The Court ruled that all prepetition second priority liens and replacement liens granted to prepetition second priority lenders in the Final DIP Order on any assets being released by the Postpetition Secured Parties in connection with the Canada Restructuring will be released to the same extent as any liens on the "Covered Assets" in favor of the Postpetition Secured Parties are released.
All guarantees in favor of the Prepetition Second Priority Lenders from any person that has also issued a guaranty in favor of the Postpetition Secured Parties, which is being terminated in connection with the Canada Restructuring, will be terminated to the same extent as the guarantees by the Covered Guarantors in favor of the Postpetition Secured Parties are terminated.
To the extent that (a) any Covered Assets are not property of a Debtor or (b) any Covered Guarantor is not a Debtor, the Prepetition Second Priority Agent will use all efforts to release their liens on the Covered Assets and terminate the guaranties in their favor from the Covered Guarantors.
The liens of the Postpetition Secured Parties granted in the Final DIP Order, the Prepetition Second Priority Liens and the replacement liens granted to the Prepetition Second Priority Lenders in the Final DIP Order will each attach to 66% of the capital stock of the newly formed German partnership to the same extent and with the same priority as provided for in the Final DIP Order. All of those liens will be deemed perfected, valid, binding, and enforceable by the Postpetition Secured Parties and the Prepetition Second Priority Lenders and subject to the priorities provided for in the Final DIP Order without the need for any other filing or action, provided that the liens of the Prepetition Second Priority Lenders will be junior in all respects to the liens of the Postpetition Secured Parties.
The transfers contemplated in the Canada Restructuring will not increase the value of assets subject to the liens or claims held by the Prepetition Second Lien Lenders.
The Court also authorized the Debtors to pay the DIP Lenders US$358,000 to overlook loan covenant violations as a result of the Debtors' entry into Court-approved agreements with Johnson Controls Systems, Inc., its affiliates and subsidiaries, and Bridgewater Interiors LLC.
Investor Dies in Plane Crash
In other news, Michael Kline, the chief executive officer of Pacificor LLC, died in a plane crash on Dec. 23, 2007. Pacificor has previously agreed to invest up to US$160 million in reorganized DURA by buying shares of new common stock that were not purchased in an equity rights offering. The Pacificor commitment depended on the bankruptcy exit loans that the Debtors were unable to obtain and will expire on January 31.
About DURA
Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/ -- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers.
The company has three locations in Asia -- China, Japan and Korea. It has locations in Europe and Latin-America, particularly in Mexico, Germany and the United Kingdom.
The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr. D. Del. Case No. 06-11202). Richard M. Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the Debtors' co- counsel. Baker & McKenzie acts as the Debtors' special counsel.
Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of July 2, 2006, the Debtor had US$1,993,178,000 in total assets and US$1,730,758,000 in total liabilities. (Dura Automotive Bankruptcy News, Issue No. 41 Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/ or 215/945-7000).
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