Item 1.03. Bankruptcy or Receivership.
As previously reported, on
Confirmation of the Plan of Reorganization
On
The effective date of the Plan of Reorganization (the "Effective Date") will occur as soon as all conditions precedent to the Plan of Reorganization have been satisfied and has yet to be determined. The Company can make no assurances as to when, or ultimately if, the Plan of Reorganization will become effective. It is also possible that amendments could be made to the Plan of Reorganization prior to the Effective Date in accordance with the Plan of Reorganization and applicable law.
Summary of the Plan of Reorganization
The following is a summary of the material terms of the Plan of Reorganization,
as confirmed by the
• To implement the Plan of Reorganization, the transactions described in the Company's Current Report on Form 8-K, filed with theSecurities and Exchange Commission (the "SEC") onDecember 8, 2020 , have been or, prior to the Effective Date, will be completed by the Debtors. Such transactions involve, among other things, selling substantially all of the assets of the Debtors pursuant to the Asset Purchase Agreement. • Other than the Administrative Claims, ProfessionalFee Claims , Priority Tax Claims and DIP Claims, the Claims and Interests in the Debtors have been classified into 12 classes, the treatment of which is set forth in Article III of the Plan of Reorganization. In particular, on the Effective Date, all of the Debtors' Existing Equity Interests (Class 11), including the Company's common stock, will be canceled, released and extinguished, and will be of no further force or effect, and each holder of an Existing Equity Interest will not receive any distribution on account of such Existing Equity Interest. • On and after the Effective Date, the Wind-Down Debtors shall continue in existence for the limited purposes set forth in the Plan of Reorganization, which include resolving Disputed Claims, making distributions on account of Allowed Claims as provided thereunder, complying with its continuing obligations under the Asset Purchase Agreement, if any, liquidating all assets of the Wind-Down Debtors, and otherwise administering the Plan of Reorganization. • As of the Effective Date, the Plan Administrator shall act as the sole officer, director and manager, as applicable, of the Debtors with respect to their affairs. Subject in all respects to the terms of the Plan of Reorganization, but without any additional notice to, or approval from, theBankruptcy Court , the Plan Administrator shall have the authority to sell, liquidate or otherwise dispose of any and all of the Wind-Down Debtors' assets and take any action necessary to wind-down and dissolve any of the Debtors. • All Indemnification Provisions, consistent with applicable law, currently in place (whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts or otherwise) for the current and former directors, officers, managers, employees, attorneys, accountants, investment bankers and other Professionals of the Debtors, as applicable, shall be Reinstated and remain intact, irrevocable and shall survive the Effective Date on terms no less favorable to such current and former directors, officers, managers, employees, attorneys, accountants, investment bankers and other Professionals of the Debtors than the Indemnification Provisions in place prior to the Effective Date.
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Treatment of the Company's Common Stock
As of
The Plan of Reorganization, as confirmed by the
Assets and Liabilities
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
Quarterly Report on Form 10-Q for the quarter ended
Additional Information on the Chapter 11 Cases
Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Debtors' claim agent, Prime Clerk, at http://www.cases.primeclerk.com/JCPenney.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit 2.1 Plan of Reorganization (included as Exhibit A to the Amended Confirmation Order) Exhibit 99.1 Amended Confirmation Order Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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