Case 21-30209-KRH Doc 18 Filed 01/25/21 Entered 01/25/21 05:07:15 Desc Main Document Page 1 of 337 Justin Bernbrock (pro hac vice admission pending) Michael A. Condyles (VA 27807) Bryan Uelk (pro hac vice admission pending) Peter J. Barrett (VA 46179) SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Jeremy S. Williams (VA 77469) 70 West Madison Street, 48th Floor Brian H. Richardson (VA 92477) Chicago, Illinois 60602 KUTAK ROCK LLP Telephone: (312) 499-6300 901 East Byrd Street, Suite 1000 Facsimile: (312) 499-6301 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 -and- Facsimile: (804) 783-6192 Colin Davidson (pro hac vice admission pending) SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 653-8700 Facsimile: (212) 653-8701 Proposed Co-Counsel to the Debtors and Debtors-in-Possession IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ) In re: ) Chapter 11 ) ALPHA MEDIA HOLDINGS LLC, et al.,1 ) Case No. 21-30209 (KRH) ) Debtors. ) (Joint Administration Requested) ) DEBTORS’ MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (I) AUTHORIZING THE DEBTORS TO OBTAIN SENIOR SECURED PRIMING SUPERPRIORITY POSTPETITION FINANCING, (II) GRANTING LIENS AND SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS, (III) AUTHORIZING THE USE OF CASH COLLATERAL, (IV) GRANTING ADEQUATE PROTECTION, (V) MODIFYING THE AUTOMATIC STAY, (VI) SCHEDULING A FINAL HEARING, AND (VII) GRANTING RELATED RELIEF The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”)2 respectfully state as follows in support of this motion (this “Motion”). 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s federal tax identification number, are: Alpha Media Holdings LLC (3634), Alpha Media USA LLC (9105), Alpha 3E Corporation (0912), Alpha Media LLC (5950), Alpha 3E Holding Corporation (9792), Alpha Media Licensee LLC (0894), Alpha Media Communications Inc. (5838), Alpha 3E Licensee LLC (6446), Alpha Media of Brookings Inc. (7149), Alpha Media of Columbus Inc. (7140), Alpha Media of Fort Dodge Inc. (2022), Alpha Media of Joliet Inc. (7142), Alpha Media of Lincoln Inc. (7141), Alpha Media of Luverne Inc. (7154), and Alpha Media of Mason City Inc. (3996). Alpha Media Communications LLC does not have a federal employee identification number. The mailing address for the Debtors is 1211 SW 5th Avenue, Suite 750, Portland, OR 97204. Case 21-30209-KRH Doc 18 Filed 01/25/21 Entered 01/25/21 05:07:15 Desc Main Document Page 2 of 337 Relief Requested 1. The Debtors seek entry of an interim order, substantially in the form attached hereto as Exhibit A (the “Interim Order”), and a final order (the “Final Order,” and together with the Interim Order, the “DIP Orders”) granting, among other things, the following relief: 3 a. authorizing the Debtors to obtain debtor-in-possession financing on a senior priming secured basis, consisting of a note purchase agreement (the “DIP Facility,” and the notes issued thereunder, the “DIP Notes”) in the aggregate principal amount of up to $20,000,000, of which (x) $5,000,000 shall be available to the Debtors following entry of this Interim Order subject to the terms of the DIP Note Purchase Agreement (defined below), (y) up to an additional $12,500,000 shall be available to the Debtors following entry of a Final Order subject to the terms of the DIP Note Purchase Agreement, and (z) the remainder of such $20,000,000 shall be made available to the Debtors in connection with consummation of a chapter 11 plan in form and substance acceptable to the DIP Agent and the Required DIP Noteholders (the “Plan”) as of the Effective Date (as defined in the Plan), in each case, pursuant to the terms and conditions set forth in this Interim Order and the $20,000,000 Senior Secured Priming Superpriority Debtor-In-Possession Note Purchase Agreement, dated as of January 24, 2021, substantially in the form attached hereto as Exhibit B (as may be amended, supplemented, restated, refunded, refinanced, replaced or otherwise modified from time to time in accordance with the terms thereof and this Interim Order, the “DIP Note Purchase Agreement,” and together with all agreements, commitment and fee letters, documents, instruments and certificates executed, delivered or filed in connection therewith, as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, collectively, the “DIP Note Documents”), executed by Alpha Media LLC and Alpha 3E Corporation, as issuers (“Alpha Media” or the “DIP Issuer”), each of the other Debtors, as guarantors (the “DIP Guarantors”), ICG Debt Administration LLC (“ICG” and in its capacity as administrative agent and collateral agent, the “DIP Agent”), and each of the Noteholders (as defined in the DIP Note Purchase Agreement, the “DIP Noteholders” and, together with the DIP Agent, the “DIP Secured Parties”); 2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of John Grossi in Support of Chapter 11 Petitions and First Day Motions (the “First Day Declaration”) filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). Capitalized terms used but not otherwise defined in this Motion shall have the meanings ascribed to them in the Interim Order or the DIP Note Purchase Agreement (as defined herein), as applicable. 3 The Debtors will file the form of Final Order prior to the Final Hearing (as defined herein). SMRH:4824-0238-6137.4 -2- 012421 59ZT-318353 Case 21-30209-KRH Doc 18 Filed 01/25/21 Entered 01/25/21 05:07:15 Desc Main Document Page 3 of 337 b. authorizing the Debtors to execute and deliver to the DIP Secured Parties the DIP Note Purchase Agreement and any other DIP Note Documents and to perform such other and further acts as may be necessary or desirable in connection with the DIP Note Documents; c. authorizing and directing the Debtors to incur and pay all DIP Obligations (as defined below), subject to the terms of the respective DIP Note Documents and this Interim Order; d. authorizing the DIP Issuer to incur, and for the DIP Guarantors to guarantee on an unconditional joint and several basis, the principal, interest, fees, costs, expenses, obligations (whether contingent or otherwise), and all other amounts (including, without limitation, all Obligations (as defined in the DIP Note Purchase Agreement)), as and when due and payable under and in accordance with each of the DIP Note Documents; e. granting to the DIP Agent, for the benefit of itself and the other DIP Secured Parties, and authorizing the Debtors to incur, valid, enforceable, non-avoidable, automatically and fully perfected liens on and security interests in all DIP Collateral (as defined below), including, without limitation, all Cash Collateral (as defined below), to secure the respective DIP Obligations, which liens and security interests shall be subject to the rankings and priorities set forth herein and, in each case, subject to the Carve Out (as defined below); f. granting to the DIP Agent, for the benefit of itself and the other DIP Secured Parties, and authorizing the DIP Secured Parties to incur, allowed superpriority administrative expense claims against each of the Debtors, on a joint and several basis, in respect of all DIP Obligations (as defined below), respectively, as set forth herein, which claims shall be subject to the Carve Out and the ranking and priorities set forth herein; g. authorizing the Debtors’ use of the proceeds of the DIP Facility and Cash Collateral, in each case solely in accordance with the Approved Budget (as defined below and subject to Budget Permitted Variances (as defined below)) or as otherwise permitted in accordance with the terms and conditions set forth in this Interim Order and the DIP Note Documents; h. providing adequate protection, subject to the Carve Out, as and to the extent set forth herein, to the Prepetition First Lien Secured Parties and the Prepetition Secured Parties (each as defined below) for any Diminution in Value (as defined below) of their respective interests in the Prepetition Collateral (as defined below), including Cash Collateral; SMRH:4824-0238-6137.4 -3- 012421 59ZT-318353 Case 21-30209-KRH Doc 18 Filed 01/25/21 Entered 01/25/21 05:07:15 Desc Main Document Page 4 of 337 i. waiving the rights of the Debtors to surcharge the DIP Collateral and, subject to entry of the Final Order, the Prepetition Collateral pursuant to section 506(c) of the Bankruptcy Code; j. subject to entry of the Final Order, waiving the application of the “equities of the case” exception under section 552(b) of the Bankruptcy Code as to the Prepetition Secured Parties (as defined below) with respect to proceeds, product, offspring or profits of any of the Prepetition Collateral; k. waiving the equitable doctrine of “marshaling” and other similar doctrines as to the DIP Secured Parties and the Prepetition Secured Parties, subject to the Carve Out; l. scheduling a final hearing (the “Final Hearing”) to consider entry of the Final Order; m. modifying or vacating the automatic stay imposed by section 362 of the Bankruptcy Code or otherwise to the extent necessary to implement and effectuate the terms and provisions of this Interim Order and the DIP Note Documents, and waiving any applicable stay (including under Bankruptcy