Item 1.01 Entry into a Material Definitive Agreement.
The information set forth below under Item 1.03 of this Current Report on Form 8-K regarding the Restructuring Support Agreement (as defined below) and Backstop Agreement (as defined below) is incorporated herein by reference.
Item 1.03 Bankruptcy or Receivership
On
Restructuring Support Agreement
In connection with the Chapter 11 filing, the Company entered into a
restructuring support agreement (together with all exhibits, annexes and
schedules thereto, in each case as amended, restated, supplemented or otherwise
modified from time to time, the "Restructuring Support Agreement"), dated as of
The Restructuring Support Agreement contemplates the restructuring (the
"Restructuring") of the Debtors pursuant to the Plan, the terms of which have
been agreed upon by the Company and Supporting Parties. The Restructuring
Support Agreement contemplates that the Company will enter into certain
restructuring transactions in accordance with the Plan, including, among other
things, (i) the entry into a first lien exit term loan facility (the "First Lien
Exit Facility") in an aggregate principal amount of
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amount of
Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
The commencement of the Chapter 11 Cases described in Item 1.03 above constitutes an event of default that accelerated the Company's obligations under the following debt instruments (collectively, the "Debt Instruments"):
• the ABL Credit Agreement; • the Term Loan Credit Agreement; and • the Indenture and the Convertible Notes.
The Debt Instruments provide that as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases, and the creditors' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code and orders of the Court.
Item 3.03. Material Modifications to the Rights of Security Holders
The information set forth above in Item 1.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 7.01, Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed "filed" for the 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 such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
The Company cautions that trading in the Company's securities during the pendency of the anticipated Chapter 11 Cases 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 anticipated Chapter 11 Cases.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical facts included in this Current Report on Form 8-K are forward looking statements. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected.
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Among those risks, trends and uncertainties are: (i) the Company's ability to
obtain Court approval with respect to motions or other requests made to the
Court in the Chapter 11 Cases, including maintaining strategic control as
debtor-in-possession; (ii) the ability of the Company and its subsidiaries to
negotiate, develop, confirm and consummate a plan of reorganization; (iii) the
effects of the Company's bankruptcy filing on the Company and on the interests
of various constituents; (iv) Court rulings in the Chapter 11 Cases in general;
(v) the length of time that the Company will operate under Chapter 11 protection
and the continued availability of operating capital during the pendency of the
proceedings; (vi) risks associated with third party motions in the Chapter 11
Cases, which may interfere with the Company's ability to confirm and consummate
a plan of reorganization; (vii) the potential adverse effects of the Chapter 11
proceedings on the Company's liquidity or results of operations;
(viii) increased advisory costs to execute the Company's reorganization;
(ix) the impact on the Company's ability to access the public capital markets;
and (x) other factors disclosed by the Company from time to time in its filings
with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Restructuring Support Agreement, dated as ofAugust 27, 2020 . 10.2 Backstop Agreement, dated as ofAugust 27, 2020 . 99.1 News Release, dated as ofAugust 27, 2020 . 6
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