Fleming files for permission to pay fees for $250 million GE Capital Corp. exit facility

By Jeff Pines

Washington, May 12 - Fleming Cos. Inc. wants court permission to pay General Electric Capital Corp. a $1.125 million commitment fee for a $250 million exit facility, according to a Tuesday filing with the U.S. Bankruptcy Court for the District of Delaware.

If the court approves, Fleming would pay $500,000 upon entry of the order and $625,000 would be due when GE completes its field audit and inventory appraisal fee.

The facility would include a $240 million revolver and a $10 million available on a first in last out revolver basis.

Both loans would mature in three years.

GE Capital Group would be the arranger.

The proceeds would be used to repay pre-Chapter 11 obligations and for working capital.

The interest rate would range from a one-month, two-month or three-month reserve adjusted Libor rate plus 100 basis points to the reserve adjusted Libor rate plus 275 basis points depending upon how much of the revolver is being used.

There would also be a $2.5 million closing fee, a $125,000 arrangement fee and a $375,000 expense deposit would be due upon entry of the order.

The request has the approval of the official unsecured creditors' committee.

In a separate Tuesday filing, Fleming asked for permission to pay $1.75 million for a put option for $70 million in additional exit financing from Sankaty Advisors LLC. In return for the $70 million, Sankaty would get $70 million of tranche B 5-year notes that would bear interest at Libor plus 1,200 basis points. The notes would be redeemable at any time.

On the closing date, Sankaty would also get warrants for a fully-diluted 2% stake in Core-Mark.

Fleming, formerly, a grocery products distributor, plans to focus on supplying convenience stores through its Core-Mark operation. The company is based in Lewisville, Texas.

A hearing is scheduled for June 1.

It filed for bankruptcy on April 1, 2003. Fleming's case number is 03-10945.

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