Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | (13) Subsequent Events
On May 1, 2026, the Issuer completed the previously announced Exchange Offer of the Existing Second Lien Notes for the newly issued 2027 PIK Notes at an exchange ratio of 50.0% of the aggregate principal amount (or $500 per $1,000 of principal amount) of the Existing Second Lien Notes tendered for exchange, plus 50% of accrued and unpaid interest thereof. Holders of approximately $184.06 million aggregate principal amount of Existing Second Lien Notes (representing approximately 99.5% of the aggregate principal amount outstanding of the Existing Second Lien Notes) participated in the Exchange Offer, exchanging their Existing Second Lien Notes into approximately $98.48 million aggregate principal amount of 2027 PIK Notes.
The 2027 PIK Notes were issued pursuant to the 2027 PIK Notes Indenture, among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent. The 2027 PIK Notes pay interest semi-annually in arrears on April 30 and October 30 of each year, with interest accruing from October 30, 2026, and the first Interest Payment Date being April 30, 2027. Interest will be payable in the form of PIK Interest (as defined in the 2027 PIK Notes Indenture). The 2027 PIK Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act.
Pursuant to the terms of the A&R TSA, after the closing of the Offers on May 11, 2026, the Company appointed an independent director selected by the Initial 2L Supporting Holder (as defined in the A&R TSA) as a member of the Company’s Board of Directors. The A&R TSA also grants the Initial 1L Supporting Holder (as defined in the A&R TSA) the right, commencing 360 days after the closing of the Transactions and subject to certain conditions, to propose candidates for an additional independent director to be appointed to the Company’s Board of Directors. In addition, the A&R TSA provides that certain actions, including any insolvency proceeding or bankruptcy filing of the Company, must be authorized by the independent director appointed pursuant to the A&R TSA.
For more information regarding the 2027 PIK Notes and the ABL Credit Agreement, see Note 4. |