Sports Authority negotiated a deal with lenders that will allow its liquidation sale process to continue. According to bankruptcy court documents, going-out-of-business (GOB) sales would have ended Friday without the agreement.
Under the agreement, pre-petition lenders will take $71 million of the $240 million they claim they’re owed. The deal will provide Sports Authority access to cash that will cover liquidation and ongoing administrative costs. This includes payment in full for vendors that shipped goods after the early March Chapter 11 filing as well as fees to bankruptcy professionals. Landlords will receive 85 percent payment for owed rent for March that has long been in dispute.
In court papers, Sports Authority’s lawyers argued that “even with prudent and conservative administration, winding down jointly administrated cases of this size and complexity will be a substantial undertaking.”
However, substantially all of the cash necessary to fund the reorganization remains subject to “the valid liens of the prepetition term loan agent.” Furthermore, while Sports Authority will generate funds from the sale of its assets, all such assets are pledged to support the adequate protection claim under the prepetition term loan agreement.
The prepetition term loan agent had asserted a claim that exceeds $240 million. Sports Authority’s own analysis had concluded that the claim should be “substantially smaller.” Further complicating matters, according to Sports Authority, is that various landlords have been asserting that they are entitled to immediate payment of millions of dollars of “Stub Rent” for the month of March.
Given the complexities in the case, Sports Authority argued that it “would likely take months of litigation and years of litigation” to resolve both the pre-petition term loan claim as well as the rent dispute. The settlement represents “a hard-fought, arm’s length compromise” and came “after heated and often contentious negotiations that threatened to bring these Chapter 11 Cases to a standstill (or conversion to cases under Chapter 7.)”
The settlement still must be approved by Judge Mary Walrath of the U.S. Bankruptcy Court in Wilmington, DE. The lending group is led by Wilmington Savings Fund Society. Pre-bankruptcy lenders were Bank of America and Wells Fargo & Co.
Unsecured creditors have long complained that the bankruptcy financing structure overly supports lender claims without providing any new funding to support the retailer’s reorganization efforts. In April, it had argued that the case could be funded by ongoing cash flow from the liquidation efforts with the loan only benefiting going to lenders because of the $22.3 million in fees and interest attached to the loan.
Sports Authority filed for Chapter 11 bankruptcy in March, planning to close only about one fourth of its 463 stores. Failing to reorganize, however, Sports Authority chose in early May to liquidate instead. Going-out-of-business sales at its remaining 320 stores have been taking place since Memorial Day and are scheduled to be completed by the end of August.
At a bankruptcy auction in June, Dick’s Sporting Goods won the rights to the Sports Authority’s brand name, e-commerce domain, a loyalty program with 28.5 million members and a list consisting of 114 million customer files with a $15 million bid.
Sports Authority also last month at the auction sold a number of leases at the auction and those sales are continuing. Again, Dick’s SG was the biggest player, securing 31 Sports Authority leases, with nearly half in California, for $8 million at the auction.
In a separate motion, Sports Authority revealed lenders have agreed to fund up to $2.85 million in bonuses to unidentified senior executives. Under the proposal, four top executives are in line for up to $1.5 million in bonuses, according to the Wall Street Journal.
The Journal also noted that by Friday, Sports Authority will have paid off its top layer of debt from liquidation proceeds.