MADISON, N.C., Feb. 12, 2018 /PRNewswire/ -- Remington Outdoor Company
("Remington" or "the Company") today announced that it has reached a
Restructuring Support Agreement ("RSA") with creditors holding a
majority of the FGI Operating Company, LLC ("FGI OpCo") Term Loans due
in 2019 and 7.875% Senior Secured Notes due in 2020 (the "Third Lien
Notes") (collectively, the "Consenting Creditors"). The RSA provides
for the reduction of approximately $700 million of Remington's
consolidated outstanding indebtedness and the contribution of $145
million of new capital into Remington's operating subsidiaries,
markedly strengthening the Company's consolidated liquidity, balance
sheet, and long-term competitiveness.
The RSA, subject to certain conditions, represents the commitment of
the Company and Consenting Creditors to support a comprehensive
restructuring of Remington's existing funded indebtedness. The balance
sheet restructuring will be effectuated through a pre-packaged joint
plan of reorganization to be filed in the United States Bankruptcy
Court for the District of Delaware in connection with the Company's
filing of voluntary petitions for reorganization under Chapter 11 of
the United States Bankruptcy Code.
Remington's business operations will continue to operate in the normal
course and will not be disrupted by the restructuring process.
Payments to trade partners, employee wages and other benefits, support
for customers, and an ongoing high level of service to consumers will
continue without interruption.
Executive Chairman of Remington, Jim Geisler, commented, "Since its
founding over 200 years ago, Remington has been a uniquely American
company and brand. Our longevity is owed to generations of loyal
customers and hard-working employees who met challenges and delivered
results. Difficult industry conditions make today's agreement prudent.
I am confident this regrouping ensures that Remington will continue as
both a strong company and an indelible part of our national heritage."
Anthony Acitelli, Remington's Chief Executive Officer, stated,
"Importantly, the fundamentals of our core business remain strong. We
have an outstanding collection of brands and products, the unqualified
support of a vibrant community across the industry, and a deep and
powerful culture. We will emerge from this process with a deleveraged
balance sheet and ample liquidity, positioning Remington to compete
more aggressively and to seize future growth opportunities. We look
forward to serving our customers, our partners throughout the
industry, and our many fine employees, now and long into the future."
Key elements of the RSA and balance sheet restructuring are outlined
-- All existing unsecured and priority claims of Remington Outdoor
Company and each of its subsidiaries (other than funded debt claims)
will be unimpaired, including trade payables.
-- With the consent of a majority of the holders of the Term Loans
(the "Term Loan Lenders") and the Third Lien Notes (the "Third Lien
Noteholders"), Remington Outdoor Company will provide a $45 million
delayed draw first-out first lien term loan (the "First-Out Term
Loan") to FGI OpCo. This facility will roll into a
debtor-in-possession term loan upon the Chapter 11 filing (the "ROC
DIP Term Loan").
-- The Consenting Creditors will provide a $100 million
debtor-in-possession term loan (the "DIP Term Loan") to fund the
Company's Chapter 11 Cases. Upon exiting bankruptcy, the DIP Term Loan
will be converted into an Exit Term Loan.
-- The Company will arrange a new asset-based loan (ABL) facility at
emergence, the proceeds of which will refinance the existing ABL
facility in full.
-- The Term Loan Lenders will equitize their claims and receive 82.5%
of the equity in Reorganized Remington. These lenders will also
receive their Pro Rata share of $2.67 million in cash at emergence.
-- The Third Lien Noteholders will receive (i) 17.5% of the equity in
Reorganized Remington through the equitization of the ROC DIP Term
Loan, and (ii) 4-year warrants for 15% of the equity in Reorganized
Remington at a strike price to be derived at emergence based on a $700
million enterprise value. The Third Lien Noteholders will also receive
their pro rata share of the remaining cash at Remington Outdoor
The RSA may be terminated upon the occurrence of certain events,
including the failure to meet specified milestones relating to the
filing, confirmation, and consummation of the restructuring. There can
be no assurances that the restructuring will be consummated upon the
terms described above.
Remington's legal counsel is Milbank, Tweed, Hadley & McCloy LLP, its
investment banker is Lazard, and its financial advisor is Alvarez &
Marsal Capital Partners. The Term Loan Lenders' legal counsel is
O'Melveny & Myers LLP, and their investment banker is Ducera Partners
LLC. The Third Lien Noteholders' counsel is Willkie Farr & Gallagher
LLP, and their investment banker is Perella Weinberg Partners L.P.
About Remington Outdoor Company
Remington Outdoor Company, headquartered in Madison, N.C., is one of
the world's leading innovator, designer, manufacturer, and marketer of
firearms, ammunition, and related products for the hunting, shooting
sports, law enforcement, and military markets. As one of the largest
manufacturers in the world of firearms and ammunition, we have some of
the most globally recognized brands including Remington, Bushmaster,
DPMS/Panther Arms, Marlin, H&R, Dakota Arms, Parker, AAC, Barnes
Bullets, Storm Lake and Tapco. For more information download the
Remington Outdoor Company Brochure, located on