Express files motions for approval of DIP financing, bid procedures

By Sarah Lizee

Olympia, Wash., April 23 – Express, Inc. filed motions Tuesday seeking approval of a $224 million debtor-in-possession financing package and bid procedures for its assets with the U.S. Bankruptcy Court for the District of Delaware.

As previously reported, the company has received a non-binding letter of intent from a consortium led by WHP Global and participants including a wholly owned indirect subsidiary of Simon Property Group, LP and Brookfield Properties for the potential sale of a substantial majority of the company’s retail stores and operations.

Bid procedures

Under the proposed bid procedures, any stalking horse asset purchase agreement must be executed by May 22; any bid deadline must be not later than May 24 in the event of a going-out-of-business deal, June 3 in the event of a going-concern sale transaction or June 4 in the event that there is not a going-concern sale transaction; and in the event of a going-concern sale transaction, the sale must close by June 10.

Bid protections for any stalking horse may include an up to 3% breakup fee and an up to 3% expense reimbursement.

DIP facility terms

The $224 million of DIP facilities include $25 million in second-lien new money term loans, a roll up of about $136 million in prepetition first-lien ABL debt, and a rollup of about $63 million in prepetition second-lien debt under a first-in, last-out term loans.

The first-lien DIP ABL lenders include Wells Fargo Bank, NA, Bank of America, NA, Fifth Third Bank, NA and U.S. Bank NA, with Wells Fargo as administrative agent.

The second-lien DIP term lenders are ReStore Capital (EXPRS-II), LLC, 1903 Partners, LLC and First Eagle Alternative Credit, LLC, with ReStore as administrative agent.

The company is seeking interim approval to access $136 million of the DIP financing, including the full amount of the $25 million new money.

According to a term sheet filed with the DIP motion, the financing is set to mature in 120 days.

Interest on the first-lien DIP ABL facility is SOFR plus 425 basis points, and interest on the second-lien DIP term facility is SOFR plus 1,150 bps.

Express is a multi-brand fashion retailer based in Columbus, Ohio. The company filed bankruptcy on April 22 under Chapter 11 case number 24-10831.

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