Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
In connection with the Sale, the Company is engaged in discussions with certain lenders and it intends to provide a copy of the presentation attached as Exhibit 99.1 hereto (the "Presentation") to such lenders.
The Presentation contains certain information related to potential effects of
the COVID-19 pandemic, as well as certain projections and forecasts including
the cash flow projections and net sales projections by product. The information
in the Presentation is based solely on information available to the Company as
of the date of their preparation and, therefore, the projections and forecasts
included therein may differ from actual results and such differences may be
material. Especially given the uncertainty of the evolving COVID-19 pandemic,
the Company reserves the right to make adjustments to the preliminary results,
projections and forecasts in the future, as additional operational and financial
data is received. Any projections or forecasts included in the Presentation were
not prepared with a view toward public disclosure or compliance with the
published guidelines of the
Cautionary Note Regarding Forward-Looking Statements
This report includes statements that may constitute "forward-looking
statements," including statements regarding the effects of COVID-19, as well as
expected product launches, plant spending, cash flow, revenue, the Company's
long-term business plan and outlook, the Chapter 11 Cases and the Company's
ability to continue operating in the ordinary course while the Chapter 11 Cases
are pending, the Company's continued engagement in discussions with certain of
its lenders regarding the Sale, and the Company's ability to complete the Sale.
When used in this report, the words "will," "expect," "continue," "believe,"
"seek," "anticipate," "estimate," "intend," "could," "would," "strives" and
similar expressions are generally intended to identify forward-looking
statements. These statements are made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). A number of
important factors could cause actual results of the Company and its subsidiaries
to differ materially from those indicated by such forward-looking statements.
These factors include, but are not limited to: (i) the Company's ability to
consummate the Sale; (ii) potential adverse effects of the Chapter 11 Cases on
the Company's liquidity and results of operations; (iii) the Company's ability
to obtain timely approval by the Court with respect to the motions filed in the
Chapter 11 Cases; (iv) objections that could protract the Chapter 11 Cases; (v)
employee attrition and the Company's ability to retain senior management and
other key personnel due to the distractions and uncertainties; (vi) the
Company's ability to comply with the restrictions imposed by the terms and
conditions of the DIP Facility and other financing arrangements; (vii) the
Company's ability to maintain relationships with suppliers, customers, employees
and other third parties and regulatory authorities as a result of the Chapter 11
Cases; (viii) the effects of the Chapter 11 Cases on the Company and on the
interests of various constituents, including holders of the Company's common
stock; (ix) the Court's rulings on the outcome of the Chapter 11 Cases
generally; (x) 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 Chapter 11 Cases; (xi) risks associated with third party motions
in the Chapter 11 Cases, which may interfere with the Company's ability to
consummate the Sale or an alternative transaction; (xii) increased
administrative and legal costs related to the Chapter 11 process; potential
delays in the Chapter 11 process due to the effects of the COVID-19 virus;
(xiii) other litigation and inherent risks involved in a bankruptcy process; and
(xiv) such other risks and uncertainties outlined in the risk factors detailed
in Part I, Item 1A, "Risk Factors," of the Company's Annual Report on Form 10-K
for the fiscal year ended
The description in this Form 8-K of the Presentation does not purport to be complete and is qualified in its entirety by reference to the complete Presentation attached as Exhibit 99.1 hereto.
The information being furnished in this Item 7.01 and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 99.1 Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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