Big Lots Enters into Sale Agreement with Nexus Capital Management

Big Lots entered into an agreement with an affiliate of Nexus Capital, pursuant to which Nexus has agreed to acquire substantially all of the company’s assets and ongoing business operations. To facilitate the transaction, the company, together with each of its subsidiaries, initiated voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. During and after this process, Big Lots will continue to serve customers._x000D_
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“We are proud of the work we do every day across Big Lots to provide our customers with unmistakable value and exceptional savings, as well as building stronger communities through our philanthropic efforts,” Bruce Thorn, president and CEO of Big Lots, said. “The actions we are taking today will enable us to move forward with new owners who believe in our business and provide financial stability, while we optimize our operational footprint, accelerate improvement in our performance, and deliver on our promise to be the leader in extreme value.”_x000D_
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“We appreciate the tremendous loyalty of our customers, and our core purpose of helping them ‘Live BIG and Save LOTS’ has never been stronger. As we move through this process, we remain committed to offering extreme bargains, enabling easy shopping in our stores and online, and providing an outstanding customer experience,” Thorn said. “We are grateful for the hard work and dedication of our associates who remain focused on delivering the best service possible for our valued customers, and we deeply appreciate the partnership of our vendors as we start a new chapter for our business.”_x000D_
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“We are excited to have the opportunity to partner with Big Lots and help return this iconic brand to its status as America’s leading extreme value retailer,” Evan Glucoft, managing director of Nexus, said. “The Big Lots business has incredible potential and we are confident that its greatest days are ahead.”_x000D_
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As part of the court-supervised sale process, the company is continuing to assess its operational footprint, which will include closing additional store locations. The company will also continue to evaluate and optimize its distribution center model._x000D_
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“Though the majority of our store locations are profitable, we intend to move forward with a more focused footprint to ensure that we operate efficiently and are best positioned to serve our customers,” Thorn said. “To accomplish this, we intend to use the tools afforded by this process to continue optimizing our store fleet in an orderly manner.”_x000D_
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Under the terms of the sale agreement, Nexus will serve as the “stalking horse bidder” in a court-supervised auction process pursuant to section 363 of the U.S. Bankruptcy Code. Accordingly, the proposed transaction is subject to higher or otherwise better offers, court approval and other conditions. Under the sale agreement, if Nexus is deemed the winning bidder, the parties anticipate closing the transaction during Q4/24._x000D_
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In connection with the court-supervised process, Big Lots has secured commitments for $707.5 million of financing, including $35 million in new financing from certain of its current lenders, in the form of a postpetition credit facility. Upon court approval, the DIP financing facility, coupled with cash generated from the company’s ongoing operations, are expected to provide sufficient liquidity to support the company while it works to complete the sale transaction._x000D_
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The company has also filed a number of customary motions seeking court approval to continue supporting its operations, including continued payment of employee wages and benefits, and payments to certain critical vendors in the ordinary course of business. The company anticipates receiving court approval for these requests and expects to pay vendors in full under normal terms for any goods and services provided after the filing._x000D_
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Davis Polk & Wardwell is serving as legal counsel, Guggenheim Securities is serving as financial advisor, AlixPartners is serving as restructuring advisor and A&G Real Estate Partners is serving as real estate advisor to the company. Kirkland & Ellis is serving as legal counsel to Nexus.