Tintri Files Chapter 11

July 11, 2018

After going public in June 2017, Tintri filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware. The case is being administered under the caption “In re: Tintri, Inc.” The Company will continue to operate its businesses as a debtor-in-possession under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

Non-Binding Letter of Intent to Complete a Strategic Transaction

In connection with the Company’s efforts to enter into a strategic transaction, including a sale of the company or its assets, following the Bankruptcy Filing, on July 8, 2018, the Company entered into a letter of intent with DataDirect Networks (“DDN”), which contemplates the purchase of substantially all of the Company’s assets by DDN under Section 363 of the Bankruptcy Code. The DDN letter of intent is non-binding and provides no guarantee that a transaction will be completed. The terms of any potential transaction with DDN, or any other strategic counterparty, are subject to a number of contingencies, including the negotiation and execution of definitive transaction agreements, the completion of a bidding process as provided for by the Bankruptcy Court, and final approval of the Bankruptcy Court. Consequently, there can be no assurance that the Company’s efforts to consummate a strategic transaction, including the proposed transaction with DDN, will be successful. Furthermore, even if the Company were to complete a strategic transaction, the proceeds of any such transaction may be insufficient to allow the Company to pay its creditors in full. In any event, the Company does not anticipate that its stockholders will receive any return on their shares.

Debtor-in-Possession Financing

In connection with the Bankruptcy Filing, on July 10, 2018, the Company filed a motion (the “DIP Motion”) with the Bankruptcy Court, seeking, among other things, interim and final approval of a proposed superpriority secured debtor-in-possession credit facility (the “DIP Credit Agreement”) by and between the Company and TriplePoint Capital LLC (“TriplePoint”). The DIP Motion also seeks permission to use the cash collateral of Silicon Valley Bank (“SVB”) on a consensual basis.

Under the DIP Credit Agreement, TriplePoint has agreed to lend the Company an aggregate new money principal amount of up to approximately $5.5 million, at an annual interest rate of 12.75%. Additionally, the DIP Credit Agreement will provide for a “roll-up” of $25.0 million of the outstanding amount due to TriplePoint under the Plain English Growth Capital Loan and Security Agreement, dated as of February 6, 2015, by and between the Company and TriplePoint, as amended (the “TPC Agreement”). While all amounts under the DIP Credit Agreement will receive superpriority status (including the roll-up amount), all indebtedness to TriplePoint will be subordinated to the Company’s outstanding loan facility with SVB.

The loan will be made available to the Company in one interim and two anticipated final advances as follows:

• Interim DIP Loan: a single-draw loan facility to be available, subject to certain terms and conditions set forth in the DIP Credit Agreement, in aggregate principal amounts necessary to fund the budget agreed upon with TriplePoint until the conditions for the Final DIP Loan (as defined below) have been met (the “Interim DIP Loan”), which amount is budgeted at approximately $3.0 million; and

• Final DIP Loan: a loan facility in an aggregate principal amount of up to approximately $5.5 million (inclusive of all draws under the Interim DIP Loan) to be available in two draws, the first of which shall not exceed approximately $1.9 million (the “First Final DIP Draw”) and the second of which shall not exceed $0.6 million (the “Final DIP Loan” and together with the Interim DIP Loan, the “DIP Loans”). The amount of pre-bankruptcy debt to TriplePoint subject to the roll-up will be added to this balance.

Upon the closing of the Interim DIP Loan, the Company shall establish a reserve (the “Payroll Reserve”) of approximately $1.9 million to pay wages, benefits, withholdings, and commissions owed to employees and independent contractors, along with related payroll management expenses, as set forth in the approved budget for the first 30 days of the bankruptcy case. Upon the closing of the Final DIP Loan, the Company will make an additional deposit into this reserve for payroll expenses that will come due for the period from such date through the maturity date, as set forth in the approved budget.

The DIP Loans will be used for working capital and general corporate purposes of the Company, certain bankruptcy-related costs and expenses, and costs and expenses related to a potential sale of the Company’s assets. The DIP Loans are prepayable and will mature on September 14, 2018, or earlier upon occurrence of certain events described in the DIP Credit Agreement.

The DIP Loans are subject to certain events of default, including deviation from the approved budget, failure to achieve certain specified bankruptcy related milestones, breach of the terms of the DIP Credit Agreement, entry of an order by the Bankruptcy Court that does not provide for the indefeasible payment in full in cash to TriplePoint of the DIP Loans, appointment of a Chapter 11 trustee with enlarged powers to operate the business, filing of a motion to dismiss or convert the case to Chapter 7 of the Bankruptcy Code and other customary events of default. Upon an event of default, TriplePoint may declare all amounts outstanding under the DIP Loans immediately due and payable and seek other customary remedies.

The DIP Credit Agreement is subject to approval by the Bankruptcy Court, which has not been obtained at this time. The Company anticipates closing on approximately $3.0 million under the DIP Credit Agreement promptly following approval by the Bankruptcy Court of the DIP Motion. The foregoing description of the DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the final, executed DIP Credit Agreement, as approved by the Bankruptcy Court.

Terms of Use | Copyright © 2002 - 2016 CONSTITUENTWORKS SM  CORPORATION. All rights reserved. | Privacy Statement