INTERNAP CORPORATION Item 1.03 Bankruptcy or Receivership.
Confirmation of the Plan
As previously disclosed, on
On
The Company expects that the effective date of the Plan will occur as soon as all conditions precedent to the Plan have been satisfied (the "Effective Date"). Although the Company is expecting the occurrence of the Effective Date as soon as reasonably practicable, the Company can make no assurance as to when, or ultimately if, the Plan will become effective. It is also possible that amendments could be made to the Plan prior to the Effective Date.
Summary of Material Features of the Plan
The following is a summary of the material terms of the Plan. This summary highlights only certain substantive provisions of the Plan and is not intended to be a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Confirmation Order and the Plan, which are attached hereto as Exhibits 99.1 and 2.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. Any capitalized terms not defined in this Current Report on Form 8-K have the meanings assigned to them in the Plan.
Treatment of Claims and Interests under the Plan
The Plan contemplates the following treatment of claims against and interests in the Company:
• On the Effective Date, the principal amount of loans extended under the DIP
Facility will convert to loans under the Priority Exit Facility. Accrued
interest and other obligations under the DIP Facility will be paid in full in
cash on the Effective Date.
• On the Effective Date, each holder of an Allowed Existing Loan Claim shall
receive its pro rata share of (i) commitments under the New Term Loan
Facility; and (ii) 100% of New Common Equity, subject to dilution by the
Management Incentive Plan and the New Common Equity Warrants.
• Except to the extent previously paid during the Chapter 11 Cases or such
holder agrees to less favorable treatment, each holder of an Allowed General
Unsecured Claim shall receive from each relevant Debtor, in full and final
satisfaction, settlement, release, and discharge of, and in exchange for, each
such claim, (i) payment equal to the allowed amount of such claim, in cash, as
and when such claim becomes due and payable in the ordinary course of the
applicable Debtor's business or in accordance with applicable court order
(plus any interest accrued after the Petition Date with respect to such claim
to the extent required by law to render such claim unimpaired, as determined
by the Debtors or ordered by the Bankruptcy Court ), or (ii) such other
treatment that renders such holder unimpaired.
• All Existing Equity Interests will be cancelled, released, and extinguished as
of the Effective Date, and holders of Existing Equity Interests shall not
receive or retain any property under the Plan on account of such Existing
Equity Interests. Notwithstanding the foregoing, each holder of Existing
Equity Interests that (i) is a beneficial holder of INAP's common stock as of
the Effective Date and (ii) has executed an Existing Equity Release in
accordance with the Existing Equity Notice Materials will, on or after the
Effective Date, receive its pro rata share of the New Common Equity Warrants,
which shall come from amounts that holders of Existing Term Loan Claims would
otherwise be entitled to receive under the Plan.
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Capital Structure
Pursuant to the Plan, as of the Effective Date INAP will be converted into a
Post Emergence Governance and Management
Effective as of the Effective Date, the term of any current members of the board
of directors of INAP will conclude. The board of directors of
Releases and Exculpations
The Plan provides releases and exculpations for the benefit of the Company, certain of the Company's claimholders, other parties in interest and various parties related thereto, each in their capacity as such, from various claims and causes of action, as further set forth in Article VIII of the Plan.
Certain Information Regarding Assets and Liabilities of the Company
Information regarding the assets and liabilities of the Company as of the most
recent practicable date is hereby incorporated by reference to the Company's
Annual Report on Form 10-K for the period ended
Item 8.01 Other Events.
Trading in
INAP cautions that trading in INAP's securities (including, without limitation, its common stock) during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for INAP's securities may bear little or no relationship to the actual recovery, if any, by holders of INAP's securities in the Chapter 11 Cases. INAP expects that its equity holders will experience a complete loss on their investment, depending on the outcome of the Chapter 11 Cases.
Forward-Looking Statements
Certain statements in this Form 8-K contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are often identified by words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "projects," "forecasts," "plans," "intends," "continue," "could" or "should," that an "opportunity" exists, that the Company is "positioned" for a particular result, statements regarding the Company's vision or similar expressions or variations. These statements are based on the beliefs and expectations of the Company's management team based on information available at the time such statements are made. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements.
Therefore, actual future results and trends may differ materially from what is
forecast in such forward-looking statements due to a variety of factors. These
risks and other important factors discussed under the caption "Risk Factors" in
the Company's most recent Annual Report on Form 10-K filed with the
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Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements attributable to the Company or persons acting on the Company's behalf are expressly qualified in their entirety by the foregoing forward-looking statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
2.1 First Amended Joint Prepackaged Chapter 11 Plan of Reorganization of
Internap Corporation and its Affiliated Debtors and Debtors in
Possession, dated April 22, 2020 .
99.1 Findings of Fact, Conclusions of Law, and Order (i) Approving Disclosure
Statement, (ii) Confirming First Amended Joint Prepackaged Chapter 11
Plan of Internap Corporation and Its Affiliated Debtors and Debtors in
Possession and (iii) Granting Related Relief, dated May 5, 2020 .
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