EX-99.1 2 brhc10048360_ex99-1.htm EXHIBIT 99.1

Exhibit 99.3

 Project Wave  Cleansing Materials  February 21, 2023  1 
 

 Settlement Terms  2  Settlement Terms (2.17.23)  Final Terms (2.16.23)  Rights Offering Size  $670mm (represents $20mm increase to $650mm contemplated in the Plan)  First $20mm in excess of the $285mm liquidity threshold defined in the Plan will first reduce the size of the Rights Offering  BrandCo B-1 Treatment  Deferral by BrandCo B-1 lenders of $20mm of adequate protection payments and waiver upon Effective Date  BrandCo B-2 Treatment  82.0% of Primary Equity  82.0% of ERO attached to Primary Equity  2016 Term Loan / BrandCo B-3 Treatment  18.0% of Primary Equity  18.0% of ERO attached to Primary Equity  $56mm of cash recovery for 2016 Term Loan holders electing cash; recovery floor of 16.75% which assumes $334mm of 2016 Term Loan holders elect cash  2016 Term Loan holders electing cash will include ~$90mm of 2016 Term Loan owned by BrandCo Term Loan holders  Backstop  82.0% of Equity Holdback and Backstop Fees allocated to existing backstopping parties under the Plan  18.0% of Equity Holdback and Backstop Fees allocated to creditworthy members of Ad Hoc group of 2016 Term Loans, subject to RSA execution and support of the Plan  Unsecured Claims  No change to the Plan  Governance / Reporting  Customary restrictions on transfers to competitors; customary drag-along and tag-along rights. No right of first refusal or right of first offer  Preemptive rights for accredited investors limited to ~10 largest holders  Annual audited financials and quarterly financials along with a quarterly conference call that includes Q&A  Above minority protections will require 2/3 vote to amend  Similar size holders benefit from the same minority protections in corporate governance documents  2016 TL Prof Fees  Cap of $11mm, plus $350k per month of Akin fees on a go-forward basis, to be paid by Debtors  Other  Settlement supported by entire BrandCo lender ad hoc group SteerCo and entire 2016 Term Loan lender ad hoc group SteerCo  All filed objections by 2016 Term Loan AHG withdrawn, and hearings go forward February 21 as scheduled, full support of plan confirmation by 2016 Term Loan AHG, execution of revised RSA by consenting members of 2016 Term Loan AHG by February 20  All Primary Equity subject to dilution by warrants distributed to noteholders 
 

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