On June 5, 2018, Raymond James provided AGC and other parties approved by the Company
Board to proceed in their evaluation of the Company, including Party A, Party C, Party E, Party F, Party D and Party J, with an updated process instruction letter which, among other things, indicated that final bids for the Company would be due on
June 25, 2018. Raymond James also indicated to all parties interested in the concurrent sale of the Federal Business that final bids for the Federal Business would be due on June 25, 2018, in order for the Company management and the
Company Board, with the assistance of Raymond James and Jones Day, to evaluate both potential transactions.
On June 7, 2018,
Mr. Trammell and representatives of Raymond James met with representatives of Party E in New York, New York. At the meeting, Mr. Trammell and the representatives of Raymond James suggested to Party E that it should consider making a
proposal to acquire the Companys senior debt from the Lenders at less than par. The representatives of Party E declined to pursue the suggestion.
On June 8, 2018, Raymond James provided AGC, Party I, Party E, Party F, Party H, Party D and Party C, with a draft of the Merger
Agreement, in a form prepared by Jones Day.
Also on June 8, 2018, representatives of Raymond James met telephonically with
representatives of AGC and SunTrust to discuss AGCs continued interest in the Company and recent financial developments at the Company, as well as financial and operational due diligence.
Also on June 8, 2018, Mr. Trammell and representatives of Raymond James met telephonically with a representative of Party A to
propose that Party A consider making a propsal to acquire the Companys senior debt from the Lenders at less than par. The representative of Party A indicated that Party A would be interested in such a transaction and would formulate a
proposal.
Also on June 8, 2018, the Company and Raymond James entered into an amended and restated engagement letter, revising the
engagement to address scenarios in which the Company were to prepare for and ultimately become subject to a proceeding under chapter 11 of the United States Bankruptcy Code.
On June 9, 2018, the Company Board held a regularly scheduled telephonic meeting. Present at the meeting were members of Company
management, representatives of Raymond James and representatives of Jones Day. At the meeting, Company management updated the Company Board on the Companys
13-week
cash flow forecast, on the discussions
between the Company and the Lenders regarding an amendment to the Credit Agreement and the ability of the Lenders to extend additional credit to the Company. Representatives of Raymond James also discussed with the Company Board recent developments
in the concurrent transaction processes.
Between June 9, 2018, and June 11, 2018, representatives of Raymond James held several
telephone calls with Party F to discuss financial and operational due diligence matters.
On June 12, 2018, the Agent and the
Lenders advisors provided a draft term sheet for a proposed amendment to the Credit Agreement, which term sheet contained certain milestones for the sale of the Federal Business and certain longer milestones for the sale of the remainder of
the Company following the sale of the Federal Business. The term sheet provided for a near-term maturity date for the LIFO Facility to coincide with the proposed timetable for completion of the sale of the Company.
Also on June 12, 2018, representatives of Party D informed Raymond James that it was no longer interested in further devoting resources
in pursuit of the opportunity to acquire the Company.
Also on June 12, 2018, Company management and representatives of Raymond James
conducted a management presentation in New York, New York for Party H.
Also on June 12, 2018, representatives of Raymond James met
telephonically with representatives of a private equity sponsor referred to as Party J, which had contacted Raymond James to indicate its interest in potentially acquiring the Company.
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