The Company is working with JPM Securities to syndicate a portion of the Last-Out Facility. Under the ABL Facility, JPMCB will be both the administrative agent (in such capacity, the “Agent”) and collateral agent.
Pursuant to the terms of the ABL Facility, YRC Inc., USF Holland Inc. and USF Reddaway Inc. (each a subsidiary of the Company and each, an “Originator”) will each sell, on an ongoing basis, all accounts receivable originated by that Originator to a newly formed, special purpose, bankruptcy remote, direct or indirect subsidiary of the Company, which will be the borrower under the ABL Facility (the “Borrower”). Under the ABL Facility, the Company will be appointed to act as initial servicer of the receivables, but the Company may delegate its duties to each Originator as a subservicer.
The ABL Facility is expected to be provided on the following terms (though the terms on which additional commitments are provided may require changes to the terms set forth below):
• the ABL Facility will terminate (the “Termination Date”) on the earliest to occur of (i) September 30, 2014 (the “Stated Maturity Date”), and (ii) the declaration or automatic occurrence of termination of the ABL Facility upon the occurrence and continuation of a Termination Event (as defined below);
• the ABL Facility will be secured by perfected first priority security interests in and liens (subject to permitted liens) upon all accounts receivable (and the related rights) of the Borrower, together with deposit accounts into which the proceeds from such accounts receivable are remitted; the deposit accounts will be subject to control agreements;
• the aggregate amount available under the ABL Facility will be subject to a borrowing base equal to 85% of Net Eligible Receivables, plus 100% of the portion of the ABL Facility that has been cash collateralized, minus reserves established by the Agent in its permitted discretion
the moron continues to post.... old tentative terms before the deal was final instead of quoting from the final deal
the idiot talking about 2023 was just that...an idiot..there was no reason to garbage post in response unless you are another dolt
the debt maturities are well disclosed, easy to understand, and StockExpose posted about them at length before and after the 2nd restructure closed...and more recently because of the cash crunch YRCW faces in 2013 because of one of the maturities (see StockExpose's post about Cash Crunch or Cash Problem for the details)
amounts available under the First-Out Facility will be subject to the available borrowing base and the $175.0 million first-out commitment;
• at the discretion of the lenders thereunder, loans under the First-Out Facility may be made on the closing date of the ABL Facility in an aggregate principal amount equal to $30.0 million; the remaining amount under the First-Out Facility will be available from time to time thereafter, subject to minimum borrowing limitations and a maximum of 8 borrowings during the term of the First-Out Facility;
• amounts borrowed under the ABL Facility and repaid may not be reborrowed;
• borrowings under the Last-Out Facility will be made on the closing date of the ABL Facility and will be payable in equal quarterly amounts equal to 1% per annum, with the remaining balance payable on the Termination Date;
• borrowings under the ABL Facility will be subject to mandatory prepayment to the extent that the outstanding amount under the ABL Facility exceeds the borrowing base; in connection with a mandatory prepayment, amounts will be applied first to cash collateralize any outstanding first-out loans, and second to cash collateralize any outstanding last-out loans; provided that this cash collateral will be released to the Borrower to the extent that the borrowing base shortfall is subsequently cured;
• prepayments under the First-Out Facility are not permitted on or prior to the first anniversary of the closing date and, thereafter, first-out loans may be prepaid (i) at 101% of the principal amount after the first anniversary and on or prior to the second anniversary of the closing date, and (ii) at par thereafter;
• loans under the Last-Out Facility may be voluntarily prepaid only upon the termination of commitments under the First-Out Facility and payment
The Company expects to improve its liquidity position by the replacement of its Existing ABS Facility with the new ABL Facility described above. As of June 30, 2011, Existing ABS Facility borrowings were approximately $164 million and Existing ABS Facility letters of credit were approximately $65 million, for a total Existing ABS Facility facility usage of approximately $229 million and availability of approximately $9.5 million. The new $400 million ABL Facility described above is expected to have an initial borrowing base of approximately $374 million. The Company expects to draw $255 million under the new ABL Facility to use with cash on hand to repay the Existing ABS Facility borrowings, to cash-collateralize Existing ABS Facility letters of credit, to fund the new ABL Facility closing costs and original issue discount of approximately $24 million and to deposit $90 million into the escrow accounts. Post-refinancing, the Company expects undrawn availability under the new ABL Facility of approximately $119 million.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with entering into the Commitment Letter, the Company terminated the commitment letter with Morgan Stanley Senior Funding, Inc. relating to an up to $400.0 million asset-based revolving credit facility described in the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2011.