EX-99.1 2 brhc20051775_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1
 Liquidity Forecast as of April 2023 
 

 Disclaimer  2  This presentation contains highly confidential information and is solely for informational purposes. You should not rely upon or use it to form the definitive basis for any decision or action whatsoever, with respect to any proposed transaction or otherwise. You and your affiliates and agents must hold this presentation and any oral information provided in connection with this presentation, as well as any information derived by you from the information contained herein, in strict confidence and may not communicate, reproduce or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this presentation, please delete and destroy all copies immediately.   This presentation is “as is” and is based, in part, on information obtained from other sources. 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You are cautioned not to place undue reliance upon any forward-looking statements, which, unless otherwise indicated herein, speak only as of the date of this presentation. The Company does not commit to updating or revising the forward-looking statements set forth herein, whether as a result of new information, future events or otherwise, except as may be required by law.  
 

 Preliminary Q1’23 Results  3 
 

 Preliminary Q1’23 Bridges Relative to Business Plan  4  Preliminary Q1’23 Gross Sales Relative to Business Plan(1)  (Unless otherwise noted, USD in millions at FY’23 F/X Rates)  Preliminary Q1’23 Recurring EBITDA Relative to Business Plan  Gross sales for Preliminary Actual Q1’23 marginally favorable to Business Plan Q1’23 (~0.9%)  Net sales for Preliminary Actual Q1’23 favorable to Business Plan Q1’23 (~1.4%)  Forecast included in December 19th, 2022 8-k Filing (“Business Plan”) 
 

 Q1’23 Variance (at ’23 Budget FX Rates)  Preliminary Q1’23   5  (Unless otherwise noted, USD in millions at FY’23 F/X Rates) 
 

 Liquidity Update  6 
 

 7  (Unless otherwise noted, USD in millions)  Post-Emergence Liquidity Bridge   Projected Emergence Liquidity(4): March Forecast  $290  (–) Borrowing Base  (44)  Loss of Borrowing Base from removal of first-in, last-out facility (“FILO”) availability   (–) Exit ABL Availability Blockers  (60)  Expected availability blockers  Sources & Uses:  (–) FABTL Commitment  (50)  Removal of foreign asset-backed term loan facility (“FABTL”)  (+) Pre-Emergence Liquidity  26  Higher liquidity at emergence due to favorability from preliminary Q1’23 actuals  (+) Upsized New TL Debt  75  Increase in new term loan debt  (+) Commitment Fees  4  Removal of commitment fee on FILO (2.5%) and FABTL (5%)  Subtotal: Change in Sources & Uses  54  Projected Emergence Liquidity(5): April Forecast  $241  Projected liquidity at emergence prior to application of the Excess Liquidity(2) is ~$241MM in the April forecast update (“April Forecast”) (~$49MM lower vs. March Forecast(3))  (1)  Decrease in Liquidity of ~$(49)MM  Projections assume an April 28th emergence date   As defined in the terms and provisions in the Plan of Reorganization  April 3rd filing of 8-k disclosing the liquidity forecast as of March 2023  Includes $670MM of equity rights offering; assumed to be paid down to $665MM after application of Excess Liquidity  Includes $670MM of equity rights offering (no paydown from Excess Liquidity) 
 

 Post-Emergence Liquidity (through FY’24)  8  (Unless otherwise noted, USD in millions)  March Forecast  Post-emergence liquidity is represented below under the following scenarios:  April Forecast 
 

 9  Liquidity Bridge through FY’26  (Unless otherwise noted, USD in millions)  Reflects change ~$54MM change in Sources and Uses on page 8, plus $6MM paydown in equity rights offering in March forecast    
 

 Appendix: Supporting Forecast Detail  10 
 

 Sources & Uses – March Forecast  11  (Unless otherwise noted, USD in millions at FY’23 Budget F/X Rates based on 6/30/2022 spot)  Notes  Pre-Emergence Cash: Est. cash balance prior to Emergence  2016 Settlement Payments: Includes cash settlement payment and professional fees payable to 2016 lenders  Accrued & Unpaid Professional Fees: Includes estimated transaction / success fees payable at emergence  Other Restructuring Items: Amount reflects estimated other restructuring costs expected to be paid at Emergence  Debt Paydown: Reflects repayments of debtor-in-possession financing (including term loan and ABL), Term B-1 Loans(2) (including make-whole payment), and prepetition FILO  Accrued & Unpaid Interest: Estimate at Emergence  Repayment & Transaction Fees: Exit fees per the DIP credit agreements and estimated transaction fees on new debt  Post-Emergence Cash: Reflect post-emergence cash assumption  Includes $670MM of ERO; assumed to be paid down to $665MM after application of Excess Liquidity  As defined in the BrandCo credit agremeent, dated as of May 7, 2020    
 

 Sources & Uses – April Forecast  12  (Unless otherwise noted, USD in millions at FY’23 Budget F/X Rates based on 6/30/2022 spot)  Notes  Pre-Emergence Cash: Est. cash balance prior to Emergence  2016 Settlement Payments: Includes cash settlement payment and professional fees payable to 2016 lenders  Accrued & Unpaid Professional Fees: Includes estimated transaction / success fees payable at emergence  Other Restructuring Items: Amount reflects estimated other restructuring costs expected to be paid at Emergence  Debt Paydown: Reflects repayments of debtor-in-possession financing (including term loan and ABL), Term B-1 Loans(1) (including make-whole payment), and prepetition FILO  Accrued & Unpaid Interest: Estimate at Emergence  Repayment & Transaction Fees: Exit fees per the DIP credit agreements and estimated transaction fees on new debt  Post-Emergence Cash: Reflect post-emergence cash assumption  As defined in the BrandCo credit agremeent, dated as of May 7, 2020 
 

 13  Bruno’s Transaction Summary  Cash Tax Summary  Tax liabilities / associated cash payments relate only to FY’23–FY’26 tax liabilities  (Unless otherwise noted, USD in millions)  Below is a revised tax forecast from FY’23 – FY’26 based on the February 15, 2023 KPMG revised tax forecast and the Company’s revised payment assumptions:  Bruno’s Transaction Scenario:  Estimated cash tax payments through 2026 of ~$110MM  Estimated liabilities of ~$125MM, which are net of ~$47MM of mitigation savings 
 

 14  April Forecast Detail  (Unless otherwise noted, USD in millions)  2023 Recurring EBITDA in the Business Plan was ~$313MM  2023 Recurring EBITDA in the April Forecast of ~$325MM reflects preliminary Q1’23 actuals  Note: Totals may not foot due to rounding 
 

 Appendix: Non-GAAP Reconciliations  15 
 

 Non-GAAP Reconciliation: Q1’23   16  (USD in millions) 
 

 Non-GAAP Reconciliation: EBITDA - Operating Income  17  (USD in millions)  Note: Totals may not foot due to rounding