Shutterfly $200 million new-money financing and exchange
We are advising an ad hoc group of lenders and noteholders backstopping the financing and participating in the exchange
Davis Polk is advising an ad hoc group of noteholders and lenders in connection with an aggregate $200 million new first-lien term loan facility and senior secured first-lien notes issuance for Shutterfly, LLC and certain of its subsidiaries backstopped by the ad hoc group. The new-money financing has the benefit of collateral and guarantees provided by existing subsidiaries of Shutterfly on an equal priority basis with existing indebtedness as well as first-priority liens and guarantees provided by newly established “Finco” entities. In connection with the transaction, certain intellectual property assets were transferred from existing Shutterfly entities to the Finco entities.
Participating debtholders are also exchanging existing indebtedness for new term loans and senior secured notes secured and guaranteed by the “Finco” entities on a second priority basis and by existing subsidiaries on an equal priority basis with the new-money and existing indebtedness. In addition, existing unsecured notes are exchanging into unsecured notes with guarantees by both the existing and the “Finco” entities.
Shutterfly and its family of brands make up one of the leading e-commerce companies for personalized products and custom design. Shutterfly and its family of brands are organized into three divisions: Consumer, Lifetouch and Shutterfly Business Solutions. Shutterfly is majority-owned by certain investment funds managed directly or indirectly by Apollo Global Management, Inc. and its subsidiaries and affiliates.
The Davis Polk restructuring team includes partners Damian S. Schaible and Natasha Tsiouris, counsel Jon Finelli and Christopher Robertson and associates Stella Li and Kate Somers. The finance team includes partner Kenneth J. Steinberg and associate Jeffrey Hon. The capital markets team includes partner Dan Gibbons and associate Claudia Carvajal Lopez. Partner Frank J. Azzopardi and associate David A. Frey provided intellectual property advice. Members of the Davis Polk team are based in the New York office.