Anthology - DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• Astra Acquisition Corp. and Blackboard LLC, as DIP Borrowers
• Astra Intermediate Holding Corp. and the other debtors, as DIP Guarantors

Agent / Lender(s)

• Alter Domus (US) LLC, as Administrative and Collateral Agent
• The lenders party thereto from time to time, as DIP Lenders
• Barclays Bank PLC, as Fronting Lender

DIP Commitments

• $100 million senior secured super-priority term loan facility comprised of:
  • $50 million new money term loans, consisting of:
    • $10 million in initial term loans
    • $40 million in delayed draw term loans
  • $50 million roll-up of Prepetition Superpriority First Out Obligations on a cashless, dollar-for-dollar basis, consisting of:
    • $10 million available upon entry of the interim order
    • $40 million available upon entry of the final order
• Amounts repaid or prepaid under the facility may not be reborrowed.

Cash Collateral

• The debtors are authorized to use cash collateral, defined as all of their cash that constitutes cash collateral of the prepetition and DIP secured parties, in accordance with the approved budget.

Interest Rate

• Base Rate + 7.75%, or
• Term SOFR + 8.75% (2.0% floor)
• All interest is payable-in-kind and capitalized.
• Default Rate Increase: 2.0%

Fees

• Backstop Premium: 9.5% of the backstop lenders' commitments, paid-in-kind in the form of new money term loans on the closing date.
• Extension Premium: 1.0% of the outstanding term loans, paid-in-kind, for each of two potential three-month maturity extensions.
• Agent Fee: As set forth in a separate Agent Fee Letter.

Maturity

• The earliest to occur of:
  • The scheduled maturity date, which is six months from the closing date
  • The consummation of a chapter 11 plan
  • The consummation of a sale of all or substantially all of the debtors’ assets
  • The acceleration of the term loans following an event of default
• The debtors have two options to extend the scheduled maturity date by three months each, subject to certain conditions.

Carve Out

• Post Carve-Out Trigger Notice Cap: $3 million for allowed professional fees.
• Chapter 7 Trustee Fee: Up to $100,000.
• The carve-out also includes U.S. Trustee fees and certain transaction fees payable to PJT Partners LP.

Use of Proceeds

• Fund working capital needs and general corporate purposes
• Pay costs of administering the chapter 11 cases, including professional fees and funding of the carve-out, all in accordance with the approved budget

Credit Bid

• The DIP secured parties have the right to credit bid the full amount of the DIP obligations in connection with any sale of the DIP collateral.
• The prepetition superpriority secured parties have the right to credit bid the full amount of their obligations in a sale of prepetition collateral, provided the DIP obligations are paid in full in cash.

Avoidance Actions

• Upon entry of the final order, the DIP collateral will include the proceeds of any avoidance actions.

Challenge Period and Budget

• The deadline to bring a challenge is the latest of:
  • For a creditors' committee, 60 days after its appointment
  • For other parties in interest, 60 days after entry of the interim order
  • For a chapter 7 or 11 trustee, the later of 60 days after the interim order or 30 days after appointment
• A committee may use up to $25,000 in DIP proceeds or cash collateral for the investigation of, but not the litigation of, any potential challenge.

Securities and Priorities

• The DIP obligations are granted joint and several superpriority administrative expense claims against each of the debtors, subject only to the carve-out.
• The DIP lenders are granted perfected liens on and security interests in all of the debtors’ prepetition and postpetition assets (the "DIP Collateral"), subject to the carve-out, with the following priorities:
  • Senior priming liens on all prepetition collateral
  • First-priority liens on all unencumbered assets, including, upon entry of the final order, avoidance action proceeds
  • Junior liens on assets subject to valid, perfected, non-prepetition lender liens that are not being primed

Adequate Protection

Prepetition Superpriority Secured Parties

• Allowed superpriority 507(b) administrative expense claims, junior to the DIP superpriority claims and the carve-out.
• Postpetition replacement liens on all DIP collateral, junior to the DIP liens and permitted prior liens, but senior to all other adequate protection liens.
• Payment of reasonable and documented professional fees and expenses.
• Financial reporting.

Prepetition 2021 First Lien Secured Parties

• Allowed superpriority 507(b) administrative expense claims, junior to the DIP claims, the prepetition superpriority 507(b) claims, and the carve-out.
• Postpetition replacement liens on all DIP collateral, junior to the DIP liens, the prepetition superpriority adequate protection liens, and the carve-out.

Prepetition Second Lien Secured Parties

• Allowed superpriority 507(b) administrative expense claims, junior to the DIP claims, the prepetition superpriority 507(b) claims, the prepetition 2021 first lien 507(b) claims, and the carve-out.
• Postpetition replacement liens on all DIP collateral, junior to the DIP liens and all other adequate protection liens.

Waivers

• Subject to entry of the final order:
  • Section 506(c): The debtors waive their right to surcharge the DIP or prepetition collateral.
  • Section 552(b): The “equities of the case” exception shall not apply.
  • The equitable doctrine of “marshaling” shall not apply with respect to the DIP or prepetition collateral.

Permitted Variance

• Actual total receipts may not be less than 80% of the forecasted amount for the applicable testing period.
• Actual total disbursements, excluding professional fees, may not exceed 120% of the forecasted amount for the applicable testing period.