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Terms of the First Brands DIP financing motion just filed on the docket include a unique provision that determines which lenders receive certain portions of what amounts to a $3.3bn roll-up, which based on a 3:1 ratio of roll-up to the $1.1bn in new money ultimately creates a $4.4bn DIP facility.

Of the roll-up portion, $1.5bn is set to be rolled up upon entry of the interim order, while $1.8bn would be rolled up upon entry of the final DIP order. Notably, there are indications of extra consideration, including a 10% backstop fee, given to an “anchor” group of lenders within the Gibson Dunn group.

According to sources and the DIP motion and declaration in support from Lazard’s Tyler Cowan, groups involved in the DIP financing held a series of marathon negotiating sessions over the past week, before these terms emerged. As reported, the Gibson Dunn majority lender group has now looped in most but not all of a Glenn Agre minority group.

According to the DIP motion, the initial roll-up is for “DIP Lenders who fund the Interim Draw of the New Money DIP Loans”, while under the final order roll-up “each First Lien Lender shall be offered the right to purchase their specified allocation of the DIP Loans and DIP Commitments (with such allocation backstopped by the certain members of the Ad Hoc Group (as defined in the DIP Motion) (the “Allocation Parties”)” (emphasis 9fin’s).