ITEM 1.01 Entry into a Material Definitive Agreement
Amended Restructuring Support Agreement
As previously disclosed, beginning on
After engaging in negotiations in a Court-ordered mediation, on
Milestones
Under the Amended RSA and subject to
• No later than 14 days after the Agreement Effective Date, the Company Parties shall have filed a motion seeking authority to perform pursuant to the terms of the Amended RSA. • No later than 14 days after the Agreement Effective Date, theBankruptcy Court shall have entered a final order approving use of cash collateral. • No later than 25 days after the Agreement Effective Date, the Company Parties shall have filed the Amended Plan and related Disclosure Statement. • No later than 45 days after the Agreement Effective Date, theBankruptcy Court shall have entered an order authorizing performance pursuant to the Amended RSA or shall have held a hearing to consider such authorization. • No later than 65 days after the Agreement Effective Date, theBankruptcy Court shall have entered an order approving the Disclosure Statement. • No later than 180 days after the Agreement Effective Date, theBankruptcy Court shall have entered the Confirmation Order. • No later thanNovember 1, 2021 , the Effective Date shall have occurred.
Economic Recovery
The Amended RSA and Plan Term Sheet provide, among other things, the following treatment of claims and interests:
• Revolver/Term Loan Claims: The Revolver/Term Loan Claims under the Bank Credit Agreement held by the NewBank Lenders shall be allowed for all purposes in the Plan in the amount of$983.7 million .
In full and complete satisfaction of all Revolver/Term Loan Claims held by the
Bank Agent and all
(i) obligations under a new term loan agreement in an aggregate principal amount equal to$883.7 million , which shall be guaranteed by the Bank Claim Subsidiaries and secured by a first lien in and to the Bank Claim Collateral; and (ii)$100.0 million in cash payable, first, from the segregated account and, second, from other cash on hand.
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• Consenting Crossholder Claims: The Consenting Crossholder Claims shall be allowed for all purposes in the Plan in the aggregate amount of$133.0 million .
Pursuant to Bankruptcy Rule 9019, in full and complete satisfaction of the Consenting Crossholder Claims, each Consenting Crossholder shall receive its pro rata share of:
(iii) cash in the amount of$15.0 million ; (iv)$81.0 million aggregate principal amount of new senior secured notes ("New Notes"); provided that each Consenting Crossholder (and, for the avoidance of doubt, only a Consenting Crossholder) entitled to receive New Notes on account of its Consenting Crossholder Claims shall be able to elect (the "New Convertible Notes Election"), on a dollar-for-dollar basis, to substitute its allocated share of the New Notes for new convertible notes (the "New Convertible Notes"), which New Convertible Notes shall be subject to a maximum principal amount of$100.0 million in the aggregate, on account of both Consenting Crossholder Claims and Notes Claims as set forth in the Plan Term Sheet; and (v) 10.57143% of the new common equity in the reorganized Company (the "New Common Equity Interests"), subject to dilution by the Management Incentive Plan and subsequent issuances of common equity (including securities or instruments convertible into common equity) by the Company from time to time after the Plan Effective Date. • Other Secured Claims: Secured Claims (other than the Revolver/Term Loan Claims) shall be reinstated, unimpaired, or receive treatment reasonably acceptable to the Company and the Required Consenting Creditors. • Notes & General Unsecured Claims: In full and complete satisfaction of all Unsecured Claims, each holder of an allowed Unsecured Claim shall receive its pro rata share of the following treatment (which treatment remains subject to change based on theAd Hoc Noteholder Group's ongoing diligence):
(i)
(ii)
(iii) 78.42857% of the New Common Equity Interests, subject to dilution by the Management Incentive Plan and subsequent issuances of common equity (including securities or instruments convertible into common equity) by the Company from time to time after the Plan Effective Date.
• Property Level Debt and Guarantee Claims: Property-level debt and guarantee claims shall be settled, treated as a general unsecured claim or receive other treatment reasonably acceptable to the Required Consenting Noteholders and the Company, which consent shall not be unreasonably withheld. • Ongoing Trade Claims: If a holder of an Ongoing Trade Claim executes a trade agreement (a "Trade Agreement") with the Company (the form and terms of such Trade Agreement to be determined by the Company in consultation with the Required Consenting Noteholders), such holder shall receive four (4) equal cash installments, payable on a quarterly . . .
ITEM 7.01 Regulation FD Disclosure
On
The information disclosed in this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such a filing.
ITEM 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired Not applicable (b) Pro Forma Financial Information Not applicable (c) Shell Company Transactions Not applicable (d) Exhibits Exhibit Number Description 10.1 First Amended and Restated Restructuring Support Agreement, dated as ofMarch 21, 2021 . 10.2 Plan Term Sheet, dated as ofMarch 21, 2021 (See Exhibit B to Exhibit 10.1). 99.1 Press Release, datedMarch 22, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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