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    Fleming Takes Actions to Strengthen Liquidity, Support Trade Vendors and Enhance Restructuring Progress

    DALLAS -- Fleming Companies, Inc. announced that the company has taken a number of key actions intended to strengthen its liquidity, further support trade vendors and assist its restructuring efforts as it proceeds through the Chapter 11 process.

    DALLAS -- Fleming Companies, Inc. announced that the company has taken a number of key actions intended to strengthen its liquidity, further support trade vendors and assist its restructuring efforts as it proceeds through the Chapter 11 process. Specifically, the company filed a motion in the U.S. Bankruptcy Court in Wilmington, Delaware, seeking approval for:
    a $150 million senior secured debtor-in-possession (DIP) financing facility; and
    the creation of a trade lien on company assets to provide further financial assurance and protection to trade vendors and to restore trade terms from the vendors who participate in the trade lien program.

    Pete Willmott, Interim President and Chief Executive Officer, said, "Fleming is focused on continuing to stabilize its operations and ensuring timely and reliable distribution to customers. We recognize that this can be accomplished only through building liquidity for our company, and providing further financial assurances and protections to trade vendors, who are key to our ability to effectively serve customers.

    "The actions that we are taking are intended to provide our company with a solid foundation on which to move forward in this process -- both immediately and into the longer run -- and we are hopeful that we will gain the court's approvals of this important motion."

    Fleming's proposed $150 million DIP facility will be used to supplement the company's existing cash flow during its restructuring process. The $150 million DIP financing is inclusive of the $50 million interim funding commitment that the company received as a bridge on April 3, 2003. The lead lenders in the DIP financing package are Deutsche Bank Trust Company Americas and JP Morgan Chase Bank.

    Under Fleming's proposed trade lien agreement, trade vendors who meet certain requirements - such as agreeing to ship to the company and restoring trade terms - will be eligible to participate in a lien on the company's assets. This proposed program has been agreed upon in principle with the Unsecured Creditors Committee and the company's bank group.

    "This is a key vendor support program that should provide steady product flow to Fleming, thereby strengthening relations with vendors and improving service to customers, " said Willmott. Fleming Companies, Inc. and its operating subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code on April 1, 2003. The filings were made in the U.S. Bankruptcy Court in Wilmington, Delaware. The case has been assigned to the Honorable Judge Mary F. Walrath under case number 03-10945 (MFW) (Jointly Administered). Fleming's court filings are available via the court's website, at www.deb.uscourts.gov.

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