Apr 5, 2023

Submit April 4, 2023 – Further to a February 24th bidding procedures order [Docket No. 187] and an April 4th sale hearing, the Court hearing the Independent Pet Partners Holdings, LLC cases issued an order approving the sale of the Debtors’ 66 Kriser’s and Chuck and Don’s stores (the “Purchased Assets” or “Go Forward Stores”) to stalking horse bidder IPP Buyer Acquisition, LLC (the “Stalking Horse Bidder*,” $60.0mn purchase price) [Docket No. 374, with purchase contacts attached at Exhibit A and second amended and restated Stalking Horse APA at Exhibit B, respectively]. *The Stalking Horse Bidder is comprised of prepetition secured lenders Main Street Capital Corporation (“Main Street”), Newstone Capital Partners (“Newstone”), and CION Investment Corporation (“CION,” and collectively with Main Street and Newstone, the “Prepetition Lender Group”) who are owed @$111.4mn under a trio of prepetition facilities including bridge financing of $9.2mn (the “Priming Facility”) received in the run-up to the Petition date. The Stalking Horse Bidder’s $60.0mn credit bid is comprised of (i) the $9.2mn owed in respect of the Priming Facility, (ii) $27.3mn under the proposed DIP facility ($9.6mn of new money and a $17.7mn roll-up of prepetition indebtedness) and (iii) $23.6mn owed in respect of the Debtors’ $84.5mn “Prepetition DDTL Secured Obligations” (see “Prepetition Indebtedness” below). On March 15, 2023, absent any qualified bids beyond that of the Stalking Horse Bidder, the Debtors notified the Court that an auction scheduled for March 20th had been cancelled and the Stalking Horse Bidder had been designated as the successful bidder for the Go Forward Stores. Key Terms of the Stalking Horse APA Seller: Independent Pet Partners Holdings, LLC. Purchaser: IPP Buyer Acquisition, LLC. Purchase Price: The aggregate consideration for the Purchased Assets shall consist of: (i) a credit bid under and in accordance with Section 363(k) of the Bankruptcy Code amount of $60,000,000.00 consisting of $27,258,311.48 in DIP Obligations, $9,195,481.69 in Prepetition Priming Secured Obligations, and $23,546,206.83 in Prepetition DDTL Secured Obligations and (ii) the amount of the assumption of the Assumed Liabilities. Bid Protections: No break-up fee and a $750k expense reimbursement Initial Overbid and Bidding Increments: Initial overbid: cash consideration equal to or exceeding the sum of (i) the aggregate dollar amount of the Credit Bid, (ii) the dollar amount equal to the Excluded Cash under the Stalking Horse APA, (iv) $750,000 for the Expense Reimbursement, and (v) $250,000 (the “Minimum Bid Amount”). Bidding Increments: successive bids in increments of at least $250,000, provided that: (i) each such successive bid must be a Qualifying Bid; and (ii) the Debtors shall retain the right to modify the bid increment requirements at the Auction. Case Status On February 5, 2023, Independent Pet Partners Holdings, LLC and 12 affiliate debtors (“IPP” or the “Debtors“) filed for Chapter 11 protection noting estimated assets of $182.0mn and estimated liabilities of $215.0mn. At filing, the Debtors, Woodbury, Minnesota-based operators of 159 premium pet food stores across 12 states and the District of Columbia**, cited the combined impact of an overly aggressive acquisition/growth strategy, COVID, an “unexplained rise in canine heart failure” (allegedly linked to the grain-free, high-protein dog food the Debtors specialize in) and inflation (which hit premium pet foods disproportionately as customers migrated to cheaper products) as pushing them into bankruptcy. **IPP was formed in 2017 by private equity house TPG (who understandably decline to list the Debtors amongst “selected” portfolio companies) and, pursuing a strategy of consolidating independent pet retailers to create a premium segment within their sector, grew into a chain of more than 160 locations operating under several retail banners including Chuck and Don’s, Kriser’s Natural Pet, Loyal Companion, and Natural Pawz. On February 8th, the Court hearing the Independent Pet Partners Holdings cases issued an order authorizing the Debtors to conduct store closing sales in respect of 93 stores operating under the Natural Pawz and Loyal Companion banners. On March 3rd, further to resolution of an objection filed by the Debtors' Official Committee of Unsecured Creditors (the "Committee"), the Court hearing the Independent Pet Partners Holdings cases issued a final order authorizing the Debtors to access the $4.3mn the balance of what is in total $9.6mn of new money DIP financing and roll-up the $12.43mn balance of the Prepetition ABL Secured Obligations ($17.7mn outstanding as at the Petition date, the “Final Roll-Up Loans”). On March 24th, the Court issued an order approving on an interim basis a March 17th global settlement between the Debtors, the official committee of unsecured creditors (the "Committee"), Prepetition Lenders, DIP Lenders, Stalking Horse Purchaser IPP Buyer Acquisition, LLC and TPG Growth III Management, LLC and its affiliates (the "Settlement Agreement') [Docket No. 346]. The Debtors' requesting motion notes: "On March 17, 2023, the Settlement Parties entered into the Settlement Agreement, which, among other things, provides for: (a) a framework for expeditiously closing the Stalking Horse Transaction; (b) filing the Plan of Liquidation, which will provide for the orderly liquidation of the Debtors’ remaining assets for the benefit of creditors; (c) resolution of any objections to the Prepetition Lenders’ claims and liens; and (d) waiver of distributions to Prepetition Lenders and TPG’s asserted general unsecured claims, which will significantly reduce the size of the general unsecured claims pool." See our separate March 24th coverage for further details on the settlement. On April 4th, the Settlement Agreement was approved on a final basis. Bidding Procedures Background Marketing Process The Debtors' bidding procedures motion [Docket No. 40] provides: "The Debtors retained Houlihan Lokey, Inc. (‘Houlihan’) in September 2022 as the Debtors’ financial advisor and investment banker to assist with strategic alternatives. The Debtors, with Houlihan’s assistance, evaluated options to improve the Debtors’ liquidity and financial position, including lease concessions and deferrals, reductions of operating and capital expenditures, raising additional capital, and restructuring their funded debt and other liabilities. Houlihan also engaged in a prepetition marketing process with potential strategic and financial buyers to solicit interest in the company. Houlihan contacted over 100 potential acquirers (collectively, the ‘Interested Parties’) and sent teasers and non-disclosure agreements to each of the parties. Sixty-five Interested Parties executed non-disclosure agreements and had access to an electronic data room, and also were invited to submit initial, non-binding letters of intent. Despite a thorough prepetition marketing process spanning approximately three (3) months, the Debtors did not receive offers for the business that would repay a meaningful portion of the Debtors’ funded debt obligations or that the Debtors’ prepetition lenders otherwise would accept in satisfaction of their claims. The Debtors are not aware of any parties outside of the Interested Parties contacted by Houlihan who would have the interest or ability to purchase the Debtors’ business as a going concern. Thereafter, in consultation with their financial and legal advisors and the Prepetition Lender Group, the Debtors identified immediate steps to consolidate their store footprint and create a more sustainable and profitable enterprise. More specifically, the Debtors decided to sell 66 of their better performing stores in Colorado, Minnesota, Illinois, Wisconsin, and Kansas under the Kriser’s and Chuck and Don’s banners (collectively, the ‘Go-Forward Stores’), and certain of the Debtors’ assets required to run the GoForward Stores, including, among other things, the Go-Forward Stores’ leases, inventory, accounts receivable, intellectual property, customer programs, and tangible personal property (collectively with the Go-Forward Stores, the ‘Go-Forward Business’), as a going concern through a section 363 sales process. These discussions culminated in a stalking horse bid consisting of (a) a credit bid under section 363(k) of the Bankruptcy Code of $60,000,000 of DIP Obligations and Prepetition Secured Obligations (as defined in the DIP Order) by IPP Buyer Acquisition, LLC, formed and designated by Main Street Capital Corporation, Newstone Capital Partners, and CION Investment Corporation, or funds manage or controlled by such entities (collectively, the ‘Prepetition Lender Group’), and (b) certain Assumed Liabilities (collectively, the ‘Purchase Price’) for the Go-Forward Business. The Debtors believe that completing the Sale of the Go-Forward Business through chapter 11 and on an expedited basis will provide the best chance of success for the business and its stakeholders. The Debtors operate in a highly competitive industry where consumers have numerous brick & mortar and e-commerce alternatives. The success of the Debtors’ operations depends on customer loyalty to the Debtors’ high-quality offerings that sets them apart from the pet product giants. Maintenance of such loyalty requires minimal disruption, especially at the Debtors’ physical stores, which must be well stocked, clean and well-maintained, with sufficient employees to provide exceptional service to customers. A long, drawn-out Sale process creates a risk of suppler disruptions and employee attrition, threatening the Debtors’ access to product and ability to provide adequate customer service. On the other hand, an expedited Sale process for the Go-Forward Business will reassure the Debtors’ customer and supplier base, to the benefit all stakeholders.” Prepetition Indebtedness As of the Petition date, the Debtors’ prepetition capital structure includes secured funded debt with an aggregate outstanding balance (including principal and interest) of approximately $111.4mn, on account of three credit facilities: (a) the ABL Facility ($17.7mn outsanding); (b) the DDTL Facility ($84.5mn); and (c) the Priming Facility ($9.2mn) (each as defined below, and collectively, the “Secured Credit Facilities”). The Debtors entered into the ABL Facility and the DDTL Facility to adequately capitalize the Company at or near its inception. In late 2022, the Debtors entered into the Priming Facility, pursuant to which the Prepetition Lender Group (as defined below) provided “bridge” liquidity to keep the Debtors’ operations afloat prior to commencing these Chapter 11 Cases. Main Street Capital Corporation (“Main Street”), Newstone Capital Partners (“Newstone”), and CION Investment Corporation (“CION,” and collectively with Main Street and Newstone, the “Prepetition Lender Group”), or funds managed or controlled by these entities, are lenders under the Secured Credit Facilities. The Secured Credit Facilities are secured by liens on substantially all of the Debtors’ assets as more fully described below. About the Debtors The Coulombe Declaration provides: “As of the Petition Date, the Debtors, headquartered in Woodbury, Minnesota, operated 159 pet stores across 12 states and the District of Columbia, under four unique banners— Chuck and Don’s, Kriser’s Natural Pet, Loyal Companion, and Natural Pawz. In addition to high- quality pet food and other pet toys and accessories, the Debtors offer a wide range of pet services including grooming, self-wash, pet parent education, and veterinary services, all in the same store for a one-stop pet experience. IPP was formed in 2017 to meet the burgeoning demand for pet services and based on the belief that pet parents want an easier way to support the holistic wellness of their pets. By consolidating independent pet retailers, IPP grew into a coast-to-coast chain of more than 160 locations operating under several retail banners. The Debtors do not own any real property. The Debtors lease their stores from more than 100 different landlords nationwide. Today, IPP’s locations offer a one-stop pet experience with healthy, high-quality food products and treats and a range of pet services, including grooming, self-wash, pet parent education, and veterinary services. The Debtors also sell goods through their e-commerce platform with each of the Debtors’ banners having its own standalone website. ….as of the Petition Date, the Debtors employed approximately 1,300 individuals (the “Employees”), approximately 850 full-time and 450 part-time. Also, approximately 400 Employees were salaried and approximately 900 were hourly or commission-based.