Item 1.03 Bankruptcy or Receivership. Chapter 11 Filing
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The Debtor filed motions with the
DIP Credit Agreement
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The DIP Facility includes conditions precedent, representations and warranties,
affirmative and negative covenants and events of default customary for
financings of this type and size. Pursuant to the DIP Credit Agreement, initial
funding of
The foregoing description of the DIP Credit Agreement and the DIP Facility is not complete and is qualified in its entirety by reference to the full text of the DIP Credit Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Restructuring Support Agreement
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Under the Restructuring Support Agreement, the Consenting Bondholders have agreed, subject to certain terms and conditions, to support a financial restructuring (the "Restructuring") of the existing debt of, existing equity interests in, and certain other obligations of the Company, pursuant to the Plan to be filed in the Chapter 11 Case.
The Plan will be based on the restructuring term sheet attached to and incorporated into the Restructuring Support Agreement (the "Plan Term Sheet") (such transactions described in, and in accordance with the Restructuring Agreement and the Plan Term Sheet, the "Restructuring Transactions"), which, among other things, contemplates:
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conversion of the Debtor's obligations to the DIP Lenders into common equity in the reorganized Debtor;
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an election by bondholders with claims in aggregate of less than
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receipt by bondholders with claims aggregating
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receipt by trade creditors of 75% of the aggregate amount of their allowed claims in cash upon the effective date of the Plan;
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treatment for allowed claims of the Debtor's employees;
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cancellation of issued and outstanding preferred and common stock of the Company;
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the negotiation of definitive documentation for the amendment and modification
of that Lease Agreement dated effective
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the sale of Eureka Moly assets, deferral of certain returns on capital
contributions, and other agreements with
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the formation of
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the contribution of shares by the equity holders of the reorganized Debtor to
New Moly in exchange for equity in
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the filing by the Company of the Plan and associated disclosure statement with
the
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the entry into definitive documentation for the Restructuring Transactions and
approval of the Plan disclosure statement on or before
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the Company obtaining confirmation of the Plan, which shall be on terms
consistent with the Restructuring Support Agreement and the Term Sheet, no later
than
In accordance with the Restructuring Support Agreement, the Consenting Bondholders agreed, among other things, to: (i) support the Restructuring Transactions as contemplated by, and within the timeframes outlined in, the Restructuring Support Agreement and the definitive documents governing the Restructuring Transactions; (ii) not take any action, directly or indirectly, that is reasonably likely to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (iii) vote each of its claims against the Company to accept the Plan; and (iv) not transfer any claims against the Company held by each Consenting Bondholder except with respect to limited and customary exceptions, including requiring any transferee to either already be bound or become bound by the terms of the Restructuring Support Agreement.
In accordance with the Restructuring Support Agreement, the Company agreed,
among other things, to: (i) act in good faith and use commercially reasonable
efforts to support and successfully complete the solicitation of votes to
approve the Plan, in accordance with the terms of the Restructuring Support
Agreement; (ii) negotiate in good faith the definitive documents governing the
Restructuring Transactions, and any amendments and modifications thereto as may
be reasonably necessary and appropriate to obtain entry of a
The Restructuring Support Agreement may be terminated upon the occurrence of certain events, including:
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the failure to meet specified milestones related to (a) the solicitation of votes to approve the Plan, (b) entry of orders relating to the DIP Facility, (c) filing of the Plan and Plan disclosure statement, (d) entry into definitive documentation relating to the Restructuring Transactions, (e) confirmation of the Plan, or (f) consummation of the Plan;
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appointment of an examiner or trustee; and
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conversion of the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Restructuring Support Agreement, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.03 of this Current Report on Form 8-K regarding the DIP Credit Agreement is incorporated herein by reference.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The filing of the Chapter 11 Petition constitutes an event of default that
accelerated the Company's obligations under its outstanding 12% Senior
Promissory Notes due 2022 and 13% Senior Promissory Notes due 2022
(collectively, the "Senior Notes"). As of the Petition Date, the Company had an
aggregate of
In addition, the Company's outstanding Series A Convertible Preferred Stock and
Series B Convertible Preferred Stock become mandatorily redeemable on the date
the Senior Notes become due and payable. The redemption price is the original
issue price of
Pursuant to Section 362 of the Bankruptcy Code, the filing of the Chapter 11
Petition automatically stayed most actions against the Debtor, including actions
to collect indebtedness incurred prior to the Petition Date or to exercise
control over the Debtor's property. Subject to certain exceptions under the
Bankruptcy Code, the filing of the Chapter 11 Petition also automatically stayed
the continuation of most legal proceedings or the filing of other actions
against or on behalf of the Debtor or its property to recover on, collect or
secure a claim arising prior to the Petition Date or to exercise control over
property of the Debtor's bankruptcy estates, unless and until the
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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The OTC Pink Open Market also halted trading in the Company's common stock on
Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 7.01 Regulation FD Disclosure.
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The Company cautions that trading in the Company's securities (including, without limitation, its common stock) during the pendency of the Chapter 11 Petition 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 Chapter 11 Petition.
Court filings and other documents related to the court-supervised process are available at https://cases.stretto.com/generalmoly, or by calling the Company's claims agent, Stretto, at (855) 435-7795 (toll-free) or (949) 358-6802 (international) or by sending an email to TeamGeneralMoly@stretto.com.
The information furnished in this Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01
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