Omnicare - Chapter 11 DIP Terms
Omnicare obtained approval to amend its JMB Capital Partners DIP facility, increasing the exit fee from 5% to 6% on both the interim and delayed-draw tranches, requiring execution of an acceptable stalking horse purchase agreement by March 31, 2026, and setting maturity at August 31, 2026 with a one-month extension available upon notice if regulatory approvals delay an acceptable sale closing.
DIP Terms
Borrower(s) / Guarantor(s)
- Omnicare, LLC and the other borrowers signatory to the DIP Credit Agreement, as Borrowers
Agent / Lender(s)
- JMB Capital Partners Lending, LLC, a California limited liability company, as Lender
Fees
- Exit Fee: Increased from 5.0% to 6.0% of the Interim Amount and from 5.0% to 6.0% of the Delayed Draw Amount
- Initial Exit Fee: 6.0% of the Interim Amount, fully earned, non-refundable, and allowed on a final basis in the Interim Order
- Additional Exit Fee: 6.0% of the Delayed Draw Amount, fully earned, non-refundable, and allowed on a final basis in the Final Order
Maturity
- The earliest to occur of:
- August 31, 2026, or September 30, 2026 if the Borrower Representative provides written notice to Lender prior to August 31, 2026 that Borrowers are unable to close and consummate an Acceptable Sale by such date solely because they have not yet obtained Regulatory Approvals
- The effective date of any chapter 11 plan with respect to Borrowers
- The consummation of any sale
- Dismissal of any Chapter 11 Case or conversion of any Chapter 11 Case into a case under chapter 7 of the Bankruptcy Code, or the appointment of a trustee or examiner in any Chapter 11 Case
Acceptable Stalking Horse Purchase Agreement
- Borrowers are required to execute and deliver, in accordance with bid procedures approved by the Bankruptcy Court (in form and substance acceptable to Lender), an Acceptable Stalking Horse Purchase Agreement on or before March 31, 2026
- The Acceptable Stalking Horse Purchase Agreement must be one or more stalking horse purchase agreements (in form and substance acceptable to Lender), which in the aggregate are for all or substantially all of Borrowers' assets, that is executed, effective, and binding on all parties thereto and either:
- Approved by Lender in its discretion, or
- Would generate cash proceeds sufficient for the Payment in Full of the Obligations upon the closing date of such sale, closes on or before August 31, 2026, and requires, pursuant to an order of the Bankruptcy Court, the Payment in Full of the Obligations
- An Acceptable Stalking Horse Purchase Agreement may not be withdrawn, cancelled, terminated, amended, modified, or supplemented on or after March 31, 2026 without Lender's consent in its sole discretion
- The Acceptable Stalking Horse Purchase Agreement must be one or more stalking horse purchase agreements (in form and substance acceptable to Lender), which in the aggregate are for all or substantially all of Borrowers' assets, that is executed, effective, and binding on all parties thereto and either:
Commercial Tort Claims
- Borrowers shall deliver to Lender an updated Schedule 4.6 with respect to commercial tort claims any Borrower has against another Person known to any Borrower not later than March 31, 2026 (or such later date as agreed by Lender in its discretion)