rdd Doc 22 Filed 07/20/15 Entered 07/20/15 07:34:08 Main Document Pg 1 of 5

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1 Pg 1 of 5 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Ray C. Schrock, P.C. Garrett A. Fail Proposed Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 THE GREAT ATLANTIC & PACIFIC TEA : COMPANY, INC., et al., : Case No (RDD) : Debtors. 1 : (Joint Administration Pending) : x DECLARATION OF MICHAEL R. NOWLAN IN SUPPORT OF DEBTORS MOTION SEEKING AUTHORIZATION TO (A) OBTAIN THIRD LIEN POSTPETITION FINANCING PURSUANT TO 11 U.S.C. 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) AND 364(e), (B) USE CASH COLLATERAL PURSUANT TO 11 U.S.C. 363(c)(2), (C) GRANT CERTAIN PROTECTIONS TO PREPETITION SECURED PARTIES PURSUANTTO 11 U.S.C. 361, 362, 363, AND 364, AND (D) SCHEDULE A FINAL HEARING PURSUANT TO BANKRUPTCY RULES 4001(b) AND (c) I, Michael R. Nowlan, make this declaration pursuant to 28 U.S.C. 1746: 1. I am a Senior Managing Director in the Corporate Finance/Restructuring Group at FTI Consulting, Inc. ( FTI ), which currently serves as financial advisor to The Great 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are as follows: 2008 Broadway, Inc. (0986); The Great Atlantic & Pacific Tea Company, Inc. (0974); A&P Live Better, LLC (0799); A&P Real Property, LLC (0973); APW Supermarket Corporation (7132); APW Supermarkets, Inc. (9509); Borman s, Inc. (9761); Delaware County Dairies, Inc. (7090); Food Basics, Inc. (1210); Kwik Save Inc. (8636); McLean Avenue Plaza Corp. (5227); Montvale Holdings, Inc. (6664); Montvale-Para Holdings, Inc. (2947); Onpoint, Inc. (6589); Pathmark Stores, Inc. (9612); Plainbridge LLC (5965); Shopwell, Inc.(3304); Super Fresh Food Markets, Inc. (2491); The Old Wine Emporium of Westport, Inc. (0724); Tradewell Foods of Conn., Inc. (5748); and Waldbaum, Inc. (8599). The international subsidiaries of The Great Atlantic & Pacific Tea Company, Inc. are not debtors in these chapter 11 cases. The location of the Debtors corporate headquarters is Two Paragon Drive, Montvale, New Jersey

2 Pg 2 of 5 Atlantic & Pacific Tea Company, Inc. and certain of its affiliates, the debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors). 2. I have over 16 years of financial consulting experience, with a focus on liquidity and capital structure assessment, debt and equity restructuring advice and identification of reorganization alternatives. My industry experience includes manufacturing, high-technology, distribution, grocery and retail. I have significant experience assisting distressed companies with day-to-day management activities, including development of pro forma financials and business plans, cash flow management, and implementation of liquidity-enhancing and cost-saving strategies. 3. In January 2015, FTI was retained to serve as financial advisor for the Debtors. Since that time, I have overseen a team of individuals that has assisted the Debtors management team with, among other things, managing and forecasting the Debtors liquidity position, identifying and implementing cost-saving strategies, negotiating with vendors, suppliers and service-providers, and other financial analysis and planning. Accordingly, I am knowledgeable and familiar with the Debtors day-to-day operations, business and financial affairs, cash flow needs and projections, and books and records. I am also familiar with the Debtors supply chain and the status of the Debtors relationships with their various vendors, suppliers and service-providers. 4. I submit this declaration ( Declaration ) in support of the Debtors motion for a fully committed junior third lien debtor-in-possession financing facility (the Junior Lien DIP Facility ) in the amount of $100 million (the Motion ). 2 In particular, I submit this Declaration as evidence supporting my opinions, to a reasonable degree of expert 2 Capitalized terms used but not defined herein shall have the meanings set forth in the Motion. 2

3 Pg 3 of 5 certainty, that the Debtors need $50 million on an interim basis under the Junior Lien DIP Facility and access to cash collateral immediately to avoid irreparable harm to the Debtors estates. 5. Except as otherwise indicated herein, the facts set forth in this Declaration are based upon my personal knowledge, my review of relevant documents, information provided to me by the Debtors employees or other FTI employees working with the Debtors, or my opinion based upon experience, knowledge, and information concerning the Debtors operations and the grocery and food retail industries. I, along with FTI employees who work under me, prepared the Budget contemplated by the Junior Lien DIP Facility that projects that Debtors liquidity needs for the first 13-weeks of the Chapter 11 Cases. If called upon to testify, I would testify competently to the facts set forth in this Declaration. I am authorized to submit this Declaration on behalf of the Debtors. The Immediate Need for Access to the Junior Lien DIP Facility 6. I am familiar with the terms of the Junior Lien DIP Facility and the adequate protection proposed to be provided by the Debtors in exchange for access to cash collateral. Based on my experience in the restructuring industry generally and with the Debtors over the last six months specifically, I believe that interim approval of the Junior Lien DIP Facility and access to $50 million and other cash collateral is critical. FTI advised and assisted the Debtors in developing the budget and to establish the amount of interim funding required under the Junior Lien DIP Facility. The requested amount will ensure adequate liquidity, including the maintenance of minimum operating cash, and provide a clear message to vendors, customers, and all stakeholders that the Debtors have the necessary to continue to operate in the ordinary course. It is critical that the Debtors be able to demonstrate adequate liquidity to their 3

4 Pg 4 of 5 vendors at the onset of the Chapter 11 Cases, as each day of terms lost to vendors reflects approximately $10 - $14 million in liquidity. 7. As news of the Debtors continued financial challenges recently began to permeate throughout the market, a number of the Debtors suppliers and vendors negotiated reduction in trade terms while others demanded that the Debtors pay cash in advance as a condition for further deliveries. The actions taken by these vendors have diminished the Debtors cash position by approximately $24 million in the weeks prior to the Commencement Date. During the first four weeks immediately post-filing, the Debtors available books cash balance is forecasted to be as low as $23 million. Indeed, without the interim financing, the Debtors are forecasting that they would be in a negative cash position. 8. The Debtors anticipate that the commencement of these Chapter 11 Cases will increase the demands on their free cash due to one-time chapter 11 filing related expenses and possible increase in demands by key constituents. Under these circumstances, for the next four weeks, the Debtors forecast cash loss of approximately $25 million. In addition, the Junior Lien DIP Facility contains a covenant requiring the Debtors to maintain $20 million of Qualified Cash on each Friday. Thus, access to the interim financing amount is necessary to ensure that the Debtors can minimize disruptions and continue to operate in the ordinary course of business. 9. Minimizing disruption to the Debtors business and operations is especially critical in light of the Sale Strategy (as defined in the McGarry Declaration). The Debtors have entered into three stalking horse bids for the going concern sale of 120 stores that employ 12,500 employees for an aggregate purchasing price of nearly $600 million. To close the sales, the Debtors must continue to operate those stores on a going concern basis and cannot 4

5 Pg 5 of 5 take any risk that might disrupt the operations of those stores. In addition to the stalking horse stores, the Debtors strategy contemplates the sale of additional stores on a going concern basis. For the same reasons, it is critical that the Debtors continue their operations at stores not subject to a stalking horse bid without interruption. 10. As reflected in the DIP Milestones, the first 30 to 45 days of these Chapter 11 Cases are absolutely critical. As such, it is imperative that the Debtors have immediate access to sufficient liquidity. Based on the foregoing, I submit that the Court should grant the Motion on an interim basis and allow the Debtors to access up to $50 million under the facility. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing statements are true and correct. Dated: July 20, 2015 New York, New York /s/ Michael R. Nowlan Michael R. Nowlan Senior Managing Director FTI Consulting, Inc. 5