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The BBFI Liquidating Trust Announces Offering to Participate in The BBFI Liquidating Trust's $31,375,447.57 Senior Secured PIK Credit Facility

·5 min read

WILMINGTON, Del., Sept. 7, 2022 /PRNewswire/ -- The BBFI Liquidating Trust today announced that the initial lenders (the "Initial Lenders") under its $31,375,447.57 Senior Secured PIK Credit Facility (the "Credit Facility") have offered to holders ("Liquidating Trust Beneficiaries") of the notes issued by the BBFI Liquidating Trust ("Liquidating Trust Participation Notes") pursuant to that certain Amended and Restated Trust Agreement of BBFI Liquidating Trust, dated as of June 2, 2022, as amended August 17, 2022, certain purchase rights ("Purchase Rights") that, if exercised, will allow Liquidating Trust Beneficiaries to purchase their pro rata share of the Credit Facility, based on the number of Liquidating Trust Participation Notes held by such Liquidating Trust Beneficiary as of the record date ("Pro Rata Share"). The purchase will be from the Initial Lenders at par value, plus any capitalized PIK interest and accrued but unpaid interest thereon, to the initial principal amount of the loans extended by the Initial Lenders under the Credit Facility (the "Loans").

The Purchase Rights are being made available to Liquidating Trust Beneficiaries solely on the terms and subject to the conditions set forth in the Assignment Solicitation Statement dated September 7, 2022 (the "Assignment Solicitation Statement," and the solicitation made pursuant thereto, the "Solicitation"). The solicitation period under the Assignment Solicitation Statement (the "Solicitation Period") will expire at 5:00 p.m., New York City time, on September 20, 2022. The Liquidating Trust may, at any time and in its sole discretion, terminate or extend the Solicitation Period or amend or rescind the Assignment Solicitation Statement. All capitalized terms used in this press release but not defined herein have the meaning given to them in the Assignment Solicitation Statement.

In accordance with the terms of the Assignment Solicitation Statement, a Liquidating Trust Beneficiary can appropriately exercise their Purchase Rights by delivering the Required Documents, which include a Loan Purchase Form, to the Solicitation Agent prior to the expiration of the Solicitation Period. On the Sale Date, Liquidating Trust Beneficiaries who appropriately exercised their Purchase Rights will be required to deliver to UMB Bank, N.A., as administrative agent for the Credit Facility, an amount of funds equal to (i) their Pro Rata Share of the Loans (inclusive of capitalized PIK interest), plus (ii) accrued but unpaid interest on its Pro Rata Share of the Loans, plus (iii) an assignment fee payable to the administrative agent in the amount of $3,500 (which amount may be waived by the administrative agent in its sole discretion).

Subject to applicable law, the BBFI Liquidating Trust reserves the right, in its sole discretion, to (i) extend, terminate, or withdraw the Solicitation at any time, (ii) extend the Solicitation Period upon prior notice to the Liquidating Trust Beneficiaries, or (iii) amend the Assignment Solicitation Statement in any respect, at any time and from time to time. The BBFI Liquidating Trust also reserves the right, in its sole discretion, not to accept any deliveries of the Required Documents. The BBFI Liquidating Trust is making the Solicitation only in those jurisdictions where it is legal to do so.

D.F. King & Co., Inc. is acting as the Solicitation Agent for the Solicitation and can be contacted with questions regarding the Solicitation by phone at (212) 269-5550 (for banks and brokers) and (800) 967-4617 (for all others) or by email at bbfi@dfking.com. Requests for copies of the Assignment Solicitation Statement should be directed to D.F. King.

Neither the Assignment Solicitation Statement nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Assignment Solicitation Statement or any related documents, and its unlawful and may be a criminal offense to make any representation to the contrary.

The Solicitation is being made solely on the terms and conditions set forth in the Assignment Solicitation Statement. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell any of the securities of the BBFI Liquidating Trust or its affiliates. The Solicitation is not being made to, nor will the BBFI Liquidating Trust accept deliveries of the Required Documents from, holders in any jurisdiction in which the Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation is being made as to whether Liquidating Trust Beneficiaries should exercise their Purchase Rights. Liquidating Trust Beneficiaries should carefully read the Assignment Solicitation Statement because it contains important information, including the various terms and conditions of the Solicitation.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements. All statements, other than statements of historical fact, included in this press release regarding the Liquidating Trust's financial condition or regarding future events or prospects are forward-looking statements. The words "aim," "anticipate," "believe," "continue," "estimate," "expect," "future," "help," "intend," "may," "plan," "shall," "should," "will" or the negative or other variations of them as well as other statements regarding matters that are not historical fact, are or may constitute forward-looking statements. The Liquidating Trust based these forward-looking statements on the Liquidating Trust Committee's current view with respect to future events and financial performance. These views involve a number of risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those predicted in these forward-looking statements and from past results, performance or achievements. All forward-looking statements contained in this press release are qualified in their entirety by this cautionary statement.

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SOURCE The BBFI Liquidating Trust