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Subsequent Events
12 Months Ended
Dec. 31, 2012
Subsequent Events  
Subsequent Events

Note 18 — Subsequent Events

 

On January 27, 2013, LodgeNet Interactive Corporation and all of its direct and indirect domestic subsidiaries filed a voluntary petition for reorganization under Chapter 11 of Title 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York.  The bankruptcy case was filed in order to effect the Company’s plan of reorganization, which is based on a recapitalization in which a syndicate of investors led by the Colony Syndicate, agreed to invest $60.0 million.  The plan was voted on and accepted by the holders of in excess of two-thirds in amount of the Company’s secured debt and a majority of such holders.  The plan provides it will become effective upon certain conditions precedent, including closing conditions which are described in more detail in Note 1 to the consolidated financial statements.  Pursuant to the completion of the Chapter 11 process, holders of the preferred and common stock will have their interests cancelled and will not receive any distributions.

 

On March 7, 2013, the Bankruptcy Court entered an order confirming the plan.  The plan provides that it will become effective upon the completion of certain conditions precedent, including closing conditions under the investment agreement with the Colony Syndicate.  We expect to have all conditions precedent completed and the transaction closed in late March of 2013.

 

The plan provides for the reorganization of the Company. On the effective date, the Colony Syndicate will purchase 100% of the shares of new common stock in the reorganized company for $60.0 million and certain investors will purchase warrants to purchase additional shares of new common stock.

 

All creditors of the Company will be paid in full, with interest, in respect of allowed claims.  The holders of the Company’s secured debt, however, will receive an amended and restated credit agreement providing a new five year term loan for the existing $346.4 million secured credit facility plus the amount of accrued and unpaid interest at the non-default rate.  In addition, the Company will enter into a revolving credit facility of up to $20.0 million.

 

All shares of the Company’s common stock and the Company’s 10% Series B Cumulative Convertible Perpetual Preferred Stock will be cancelled upon completion of the Chapter 11 process and holders of these securities will not receive any distributions.  All options and warrants to purchase any securities of the Company will also be cancelled.

 

The following sets forth the terms and conditions of the restructuring of the Company’s existing credit agreement.  The restructuring will provide that all outstanding principal of loans under the Existing Credit Agreement, and all accrued and unpaid interest thereon, shall be capitalized and restructured on the closing date of the investment agreement with the Colony Syndicate.

 

It is expected that the new credit agreement will consist of a $346.4 million five year term loan, plus capitalized interest accrued (i) pre-petition and (ii) post-petition through the earlier of the closing date and date that is 90 days after the petition date, in each case at the non-default contract interest rate.  The interest rate is to be 6.75% per annum and the maturity date is to be five years after the closing date.  The principal payments are expected to be 1.00% each year of the outstanding principal amount thereof on the Closing Date, payable in equal quarterly installments.  The financial covenants consisting of a maximum leverage ratio and a minimum interest coverage ratio are to be measured each fiscal quarter-end commencing March 31, 2014.  The credit agreement is to contain mandatory prepayment terms and is to be collateralized by substantially all of the assets of the Company, subject to the priority claims under the revolving credit facility referred to in the following paragraph.  In addition, the credit agreement is to include certain affirmative and negative covenants including compliance with laws and regulations, delivery of financial statements and restrictions on additional indebtedness, liens, sales of assets, restricted payments, capital expenditures and investments.

 

The Company has committed to enter into a revolving credit facility agreement of up to $20.0 million, including a $5.0 million sub-limit for letters of credit.  Advances under the revolving credit facility will be limited to the lesser of (a) the sum of (i) up to 85% of eligible accounts receivable, plus (ii) an amount equal to the lesser of (x) $5,000,000 and (y) 75% of the appraised fair market value of Company’s eligible owned real estate; or (b) $20,000,000 minus such reserves as the lender may establish in good faith.  All obligations will be secured by first priority liens on all of Company’s existing and future accounts receivable, inventory, intercompany notes and intellectual property and other intangible assets less a priority claim that DirecTV will have on all accounts receivable related to DirecTV programming or financing and (ii) the Company’s owned real estate.  The revolving credit facility will mature 4.5 years after the closing date and will bear interest at a rate equal to 1-, 2- or 3-month LIBOR plus 225 basis points or Base Rate plus 125 basis points, at the election of the Company.  The revolving credit facility will contain representations and warranties, covenants, and events of default that are usual and customary for similar revolving credit facilities.