Item 1.03. Bankruptcy or Receivership
As previously disclosed, on
The Debtors currently expect to consummate the Plan before the end of the second quarter of 2021 (the "Effective Date"), although no assurances can be given about when the Effective Date shall occur.
The following are conditions precedent to the occurrence of the Effective Date, each of which must be satisfied on or prior to the Effective Date or waived in accordance with the terms of the Plan:
· the Debtors shall have sufficient Cash-on-hand to satisfy any outstanding DIP
Claims and Securitization Facility Claims in accordance with Articles ?II.A and ?II.B, respectively, of the Plan;
· the Debtors shall have satisfied in full their obligations in connection with
the Settled Administrative Claims Payout;
· the Professional Fee Escrow Account shall have been funded in Cash in full;
· the Liquidating Trust Agreement (as defined below) shall have been executed by
the parties thereto, the Liquidating Trustee (as defined below) shall have been appointed and assumed its rights and responsibilities under the Plan and the Liquidating Trust Agreement, as applicable, and theLiquidating Trust (as defined below) shall have been established in accordance with the terms of the Liquidating Trust Agreement; and
· all documents and agreements necessary to implement the Plan, including the
Plan Supplement, shall be in form and substance reasonably acceptable to the Debtors and the Creditors' Committee and shall have been executed.
There can be no assurances that the Debtors will satisfy these condition and emerge from the Chapter 11 Cases within the Debtors' anticipated timeframe.
As explained in detail below, distributions will be made in accordance with the
terms and priorities set forth in the Plan. As previously disclosed, no
distributions will be made on account of the Company's common stock. On the
Effective Date (i) all of the Company's equity securities will be cancelled and
(ii) the registration of the Company's common stock under the Securities
Exchange Act of 1934 will be cancelled once the Form 15 is filed and the
Company's remaining reporting obligations under the Securities Exchange Act of
1934 will cease. On the same date, the Company will file a Notice of Occurrence
of Effective Date of the Plan with the
The following is a summary of the material matters contemplated to occur either pursuant to or in connection with the Plan. This summary only highlights certain of the substantive provisions of the Plan, is not intended to be a complete description of the Plan, and is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Liquidating Trustee
A liquidating trustee (the "Liquidating Trustee") was selected by the Creditors'
Committee and appointed by the Debtors on the Confirmation Date pursuant to the
Confirmation Order to serve as the sole officer and/or responsible Person for
the Liquidating Debtors and, on the Effective Date, shall (i) administer the
Plan in accordance with the terms of the Plan and the Liquidating Trust
Agreement, (ii) serve as the trustee and administrator for the
Liquidating Trust . . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
On
The foregoing descriptions of the Hayward Purchase Agreement and the Honolulu
Purchase Agreement do not purport to be complete and are subject to, and
qualified in their entirety by, respectively, the full text of the Hayward
Purchase Agreement, the Honolulu Purchase Agreement and the
Item 3.03. Material Modification to Rights of Security Holders
Pursuant to the Plan and the Confirmation Order, on the Effective Date, all equity interests in the Company (including outstanding shares of preferred stock, common stock, options, warrants or contractual or other rights to acquire any equity interests in the Company) shall be cancelled, released, and extinguished, and the holders of such interests shall not receive any distribution under the Plan on account of such interests.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Pursuant to the Plan and Confirmation Order, immediately upon the occurrence of
the Confirmation Date, (i) the respective boards of directors and managers, as
applicable, of each of the Debtors were terminated and the members of each of
the boards of directors and managers, as applicable, of each of the Debtors were
deemed to have resigned, and (ii) a Liquidating Trustee was appointed to serve
as the sole officer, director, or manager of each of the Debtors. Further, on
the Effective Date, a new equity interest in the successor in interest to the
Company on and after the Effective Date ("Liquidating DFC") shall be issued to
the Liquidating Trustee for no consideration in connection with the
administration of the Plan. Such interest shall not be transferable to any other
person other than to a successor Liquidating Trustee in accordance with the
Liquidating Trust Agreement. Liquidating DFC will not be a reporting company
under the Securities Exchange Act and will not file reports with the
Item 8.01. Other Events
During the course of the Chapter 11 Cases, the Debtors, in accordance with the
Federal Rules of Bankruptcy Procedures and the Office of the United States
Trustee's Financial Reporting Requirements for Chapter 11 Cases, have filed
consolidated and unaudited monthly operating reports (each, a "Monthly Operating
Report") with the
The filing of this Current Report on Form 8-K (including Exhibits hereto) shall not be deemed an admission as to the materiality of any information herein.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description 2.1 First Amended Joint Chapter 11 Plan of Liquidation ofSouthern Foods Group, LLC ,Dean Foods Company , and Their Debtor Affiliates [D.I. 3538, Ex. A] (incorporated herein by reference to Exhibit A to the Confirmation Order filed herewith as Exhibit 99.1), datedMarch 12, 2021 , as filed with theUnited States Bankruptcy Court for the Southern District of Texas , Houston Division. 99.1 Findings of Fact, Conclusions of Law, and Order Confirming the First Amended Joint Chapter 11 Plan of Liquidation ofSouthern Foods Group, LLC ,Dean Foods Company , and Their Debtor Affiliates [D.I. 3565], datedMarch 17, 2021 , as filed with theUnited States Bankruptcy Court for the Southern District of Texas ,Houston Division. 99.2 Debtor-in-Possession Monthly Operating Report for Filing Period Ending2/28/2021 [D.I. 3618], datedApril 5, 2021 , as filed with theUnited States Bankruptcy Court for the Southern District of Texas , Houston Division. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Forward-Looking Statements
This Current Report on Form 8-K and the accompanying exhibits contain "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. The statements contained herein and in the Exhibits that are not historical facts are forward-looking statements. Forward-looking statements are typically identified by use of terms such as "may," "will," "could," "should," "expect," "plan," "project," "intend," "anticipate," "believe," "estimate," "predict," "potential," "pursue," "target," or "continue," the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently.
These forward-looking statements relate, in part, to the risks and uncertainties
relating to the Debtors' ability to consummate the Plan; the
All forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
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