Subsequent Events

6 Months Ended

Jun. 30, 2023


14.			Subsequent Events

Commitments and Contingencies

Certain litigation matters occurred on, or prior to, June 30, 2023 (Successor), but had subsequent updates through the date of issuance of this report. See further discussion in Note 11.

Debt

On June 15, 2023, the Company did not make interest payments that were due on that date on its 2028 First Lien Notes and 2029 Second Lien Notes. As the failure to make these interest payments continued unremedied after the expiration of applicable grace periods, events of default occurred under the 2028 First Lien Notes and 2029 Second Lien Notes, permitting specified portions of the creditors in respect thereof to accelerate the obligations in respect thereof (which would include a prepayment premium). The occurrence of such events of default, unless promptly cured and absent the 2028 First Lien Notes and the 2029 Second Lien Notes being discharged, also constitute an event of default under the Company’s Term Loans and ABL Credit Agreement, permitting specified portions of the creditors in respect thereof to accelerate the obligations and terminate any applicable commitments to make additional loans under the ABL Credit Agreement.

On July 13, 2023, ST US AR Finance LLC, a wholly owned subsidiary of the Company, borrowed $100.0 million under the Company's receivables financing facility pursuant to the ABL Credit Agreement in order to maximize cash on hand.

On July 16, 2023, certain subsidiaries of the Company entered into forbearance agreements with the holders of (i) more than 75% in principal amount of the outstanding 2028 First Lien Notes ("2028 First Lien Notes Forbearance Agreement") and (ii) a majority in principal amount of the outstanding 2029 Second Lien Notes ("2029 Second Lien Notes Forbearance Agreement"), pursuant to which such noteholders agreed to forbear from exercising any rights and remedies (including any right to accelerate any obligations thereunder) with respect to the events of default arising from the failure to make interest payments in respect thereof that were due and payable on June 15, 2023 (and certain related events of default) until August 15, 2023 unless such forbearance agreements (which contain customary termination events, including the termination of the Credit Agreement Forbearance Agreement (as defined below)) are earlier terminated in accordance with the terms thereof.

Also on July 16, 2023, the Company and certain of its subsidiaries entered into a forbearance agreement ("Credit Agreement Forbearance Agreement") with the holders of a majority in principal amount of the outstanding Term Loans outstanding and Acquiom Agency Services LLC and Seaport Loan Products LLC, as co-administrative agents in respect of the Company's Term Loans (together, the "Administrative Agent"), pursuant to which such lenders and the Administrative Agent agreed to forbear from exercising (and such lenders agreed to instruct the Administrative Agent and the collateral agent not to exercise) any rights and remedies (including any right to accelerate any obligations thereunder) with respect to the event of default arising from such failure (and certain related events of default) until August 15, 2023, unless the Credit Agreement Forbearance Agreement (which contains customary termination events, including the termination of either the 2028 First Lien Notes Forbearance Agreement or the 2029 Second Lien Notes Forbearance Agreement) is earlier terminated in accordance with the terms thereof.

Also on July 16, 2023, ST US AR Finance LLC entered into a forbearance agreement ("ABL Forbearance Agreement") with the Required Lenders (as defined in the ABL Credit Agreement) under such facility and with Barclays Bank plc, as administrative agent and collateral agent thereunder ("ABL Agent"), pursuant to which such lenders and the ABL Agent agreed to forbear from exercising (and such lenders agreed to instruct the ABL Agent not to exercise) any rights or remedies (including any right to accelerate any obligations thereunder) with respect to any of the foregoing events of default (and certain related events of default) until August 15, 2023, unless the ABL Forbearance Agreement (which contains customary termination events, including the termination of the 2028 First Lien Notes Forbearance Agreement, the 2029 Second Lien Notes Forbearance Agreement or the Credit Agreement Forbearance Agreement) is earlier terminated in accordance with the terms thereof. Pursuant to the terms of the ABL Forbearance Agreement, the ABL Credit Agreement was amended so as to increase the applicable margin (which is determined by a pricing grid) by 1.00% and to cap availability under the ABL Credit Agreement (inclusive of the borrowing made on July 13, 2023) at $100.0 million, as a result of which the Company no longer has additional borrowing availability under the ABL Credit Agreement. In connection with the ABL Forbearance Agreement, on July 16, 2023, certain of the Company's subsidiaries entered into an Acknowledgment and Release ("Acknowledgment and Release"), pursuant to which such subsidiaries waived, released and discharged, for themselves and on behalf of their subsidiaries and controlled affiliates, any and all claims against the ABL Agent, the lenders party to the ABL Credit Agreement and the other Released Parties (as defined in the Acknowledgment and Release) in connection with or related to the ABL Credit Agreement, the other Loan Documents (as defined in the ABL Credit Agreement), the Collateral (as defined in the ABL Credit Agreement) or the negotiation and execution of the ABL Forbearance Agreement.