Revel AC files sale-based plan, details terms of $125 million DIP loan

By Caroline Salls

Pittsburgh, June 20 – Revel AC, Inc. filed its plan of reorganization and related disclosure statement on Thursday with the U.S. Bankruptcy Court for the District of New Jersey.

The company said pre-bankruptcy marketing did not result in a stalking horse asset purchase agreement. However, Revel said it is confident that indications of interest received and negotiations held during the marketing process are a good indicator of the value of its assets.

Revel plans to remarket and ultimately sell substantially all of its assets while in bankruptcy.

The terms of the plan include the following:

• The plan will be funded using the proceeds from the sale of substantially all of the company’s assets;

• The Revel AC debtors’ authority, power and incumbency will terminate on the plan effective date and vest in a plan trustee. All assets not sold will become plan trust assets;

• The plan trustee will wind down the company’s affairs, manage, sell and distribute assets, prosecute and resolve avoidance actions and causes of action and administer a non-lender secured reserve;

• An oversight committee will implement and administer the plan trust and the plan;

• Priority claims and non-lender secured claims will be paid in full;

• Holders of first-lien lender claims and second-lien lender claims will receive a share of available proceeds constituting collateral until paid in full in cash;

• Holders of unsecured claims will receive a share of available proceeds after payment in full of all allowed non-lender secured claims and allowed lender claims;

• Holders of equity interests in Revel will receive no distribution; and

• Holders of equity interests in any debtor other than Revel will retain the rights to their interests, which will be reinstated.

The disclosure statement hearing is scheduled for July 30.

DIP financing motion

In addition, Revel requested court approval to obtain a $125 million debtor-in-possession loan designed to give it the liquidity necessary to operate its business while it moves forward with the sale process.

The loan, which was arranged by one of the company’s existing lenders, includes some roll-up amounts. Specifically, $41.9 million of the proposed financing is new money.

The DIP agent is Wells Fargo Bank, NA. Wells Fargo Principal Lending, LLC is a lender and sole lead arranger.

The loan is scheduled to mature on the earliest of Oct. 31, subject to extension to allow for receipt of any gaming approvals required for the plan to take effect, but no later than Jan. 31, 2015; July 31 if the final order has not been entered; the plan effective date; and the closing of an asset sale.

Interest is Libor plus 600 basis points.

On Friday, Revel AC was granted interim access to $23.5 million of the DIP facility. The final hearing is scheduled for July 30.

Revel, an Atlantic City, N.J.-based gaming and entertainment company, filed bankruptcy on June 19. The Chapter 11 case number is 14-22654.

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