Item 1.01. Entry into a Material Definitive Agreement.
As previously reported by
Amendment to Restructuring Support Agreement
As previously reported, on the Petition Date, the Company entered into that
certain Restructuring Support Agreement (together with all exhibits, annexes and
schedules thereto, in each case as amended, restated, supplemented or otherwise
modified from time to time, the "Restructuring Support Agreement") with (i) the
lenders (the "ABL Lenders") of 100% of the advances under that certain Third
Amended and Restated Credit and Security Agreement, dated as of
On
As amended, the Restructuring Support Agreement contemplates that the Company
will enter into certain restructuring transactions in accordance with the Plan,
including, among other things, (i) the entry into a first lien exit term loan
facility (the "First Lien Exit Facility") in an aggregate principal amount of
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"Subscription Rights") loans to be advanced under the First Lien Exit Facility
(the "First Lien Term Loans") and new shares of common stock (the "New Common
Shares") in the reorganized Company for an aggregate purchase price of
Amendment to Backstop Commitment Agreement
As previously reported, on the Petition Date, the Company entered into that
certain Backstop Commitment Agreement (together with all exhibits, annexes and
schedules thereto, in each case as amended, restated, supplemented or otherwise
modified from time to time, the "Backstop Agreement") with the Supporting
Parties (the "Backstop Parties"), pursuant to which the Backstop Parties agreed
to backstop
On
As consideration for the backstop commitment by the Backstop Parties party to
the Backstop Amendment, a backstop commitment premium will be payable to such
Backstop Parties equal to (a) a number of New Common Shares equal to 2.5% of the
outstanding New Common Shares to be issued by the reorganized Company ("First
Lien Exit Facility Put Option Premium"), subject to dilution only by the
post-Effective Date management incentive plan (the "Management Incentive Plan"),
pursuant to which New Common Shares in the aggregate amount of 9% of the New
Common Shares (on a fully diluted basis as of the Effective Date) shall be
reserved and allocated as part of the compensation provided to the reorganized
Company's management, or (b) cash in the aggregate amount of
Revised Plan and Disclosure Statement
In connection with the RSA Amendment and Backstop Amendment, on
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The Revised Plan and Disclosure Statement provide, among other things, for the modification of the treatment of certain claims and interests under the Second Amended Plan. Under the Second Amended Plan:
• Claims relating to the ABL Credit Agreement will be allowed in the aggregate amount of$20.5 million , plus any accrued and unpaid prepetition and postpetition interest thereon. Each such holder of such a claim will receive (i) its pro rata share of participation in the Second Lien Exit Facility in an amount equal to such allowed claim; (ii) the right to purchase pursuant to the Rights Offering up to its pro rata share (measured by reference to the aggregate amount of allowed claims relating to the ABL Credit Agreement and the aggregate amount of allowed claims relating to the Term Loan Credit Agreement) of (A) the First Lien Term Loans and (B) the New First Lien Exit Facility Equity; and (iii) the payment in full in cash on the Effective Date of all accrued and unpaid prepetition and postpetition interest under the ABL Credit Agreement. • Holders of claims relating to the Term Loan Credit Agreement will be allowed in the aggregate amount of$29.0 million , plus any accrued and unpaid interest thereon. Each such holder will receive (i) its pro rata share of 100% of the New Common Shares to be issued by the reorganized Company under the Plan, subject to dilution by the (a) New First Lien . . . Item 8.01. Other Events.
The Company cautions that trading in the Company's securities during the pendency of the anticipated Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders of the Company's securities in the anticipated Chapter 11 Cases.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this Current Report on Form 8-K are forward looking statements. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected.
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Among those risks, trends and uncertainties are: (i) the Company's ability to
obtain Court approval with respect to motions or other requests made to the
Court in the Chapter 11 Cases, including maintaining strategic control as
debtor-in-possession; (ii) the ability of the Company and its subsidiaries to
negotiate, develop, confirm and consummate a plan of reorganization; (iii) the
effects of the Company's bankruptcy filing on the Company and on the interests
of various constituents; (iv) Court rulings in the Chapter 11 Cases in general;
(v) the length of time that the Company will operate under Chapter 11 protection
and the continued availability of operating capital during the pendency of the
proceedings; (vi) risks associated with third party motions in the Chapter 11
Cases, which may interfere with the Company's ability to confirm and consummate
a plan of reorganization; (vii) the potential adverse effects of the Chapter 11
proceedings on the Company's liquidity or results of operations;
(viii) increased advisory costs to execute the Company's reorganization;
(ix) the impact on the Company's ability to access the public capital markets;
and (x) other factors disclosed by the Company from time to time in its filings
with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Amendment to Restructuring Support Agreement dated as ofNovember 1, 2020 . 10.2 Amendment to Backstop Commitment Agreement dated as ofNovember 1, 2020 . 10.3 Debtors' Second Amended Chapter 11 Plan of Reorganization datedNovember 1, 2020 . 10.4 Third Amended Disclosure Statement datedNovember 1, 2020 .
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