Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on
On
Concurrently with the entry into the DIP ABL Credit agreement, the DIP Loan
Parties entered into a Senior Secured, Super-Priority Debtor-in-Possession Term
Loan Agreement (the "DIP Term Loan Credit Agreement" and, together with the DIP
ABL Credit Agreement, the "DIP Credit Agreements") by and among the DIP Loan
Parties, the lenders from time to time party thereto (the "Term Loan Lenders"),
and
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The obligations of the DIP Loan Parties under the DIP Credit Agreements are secured by a super-priority security interest in substantially all of the assets of the DIP Loan Parties pursuant to the DIP Credit Agreements and the interim order of the Court approving or authorizing the Company's entry into and performance under the DIP Credit Agreements (the "DIP Order"), subject to certain exceptions and having the priorities set forth in the DIP Order. The obligations of the Debtors under the DIP Credit Agreements have priority over all other allowed Chapter 11 or Chapter 7 administrative expenses under the Bankruptcy Code, subject to a carveout as specified in the DIP Order for certain fees, including statutory fees and professional fees, as specified in the DIP Order.
The proceeds of the DIP Facilities will be used by the DIP Loan Parties, as permitted by the DIP Order and the DIP Credit Agreements, for working capital and general corporate purposes, the payment of fees and expenses in connection with the transactions related thereto, the pursuit of sale transactions, and . . .
Item 2.03 Creation of a Direct Financial Obligation or Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Form 8-K regarding the DIP Credit Agreements is incorporated herein by reference.
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Item 2.05 Costs Associated with Exit or Disposal Activities.
On
Each WARN Notice provides that there may be total and permanent closures of all
Company facilities commencing
At this time, the Company is unable to make a good faith determination of an estimate or range of estimates required by paragraphs (b), (c) and (d) of Item 2.05 of Form 8-K with respect to potential workforce reduction actions. The Company will file an amendment to this Current Report on Form 8-K within four business days after it makes a determination of such estimate or range of estimates.
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, on
On
The Company does not intend to appeal the NYSE's determination to delist the Company's Common Stock, and therefore, it is expected that the Common Stock will be delisted. This determination does not affect the Company's operations or business.
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Item 8.01 Other Information.
On
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Cautionary Information Regarding Trading in the Company's Securities.
The Company continues to face certain risks and uncertainties that have been affecting its business and operations, and these risks and uncertainties could impact the outcome of the Chapter 11 Cases. Holders of the Company's equity securities will likely be entitled to little or no recovery on their investment following the Chapter 11 Cases, and recoveries to other stakeholders cannot be determined at this time. The Company cautions that trading in the Company's securities given the pendency of the 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 value realized, if any, by holders of the Company's securities in the Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.1 Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement, by and among the Company, as borrower,AFI Licensing LLC , as guarantor, the lenders party thereto, andBank of America, N.A . as administrative agent, collateral agent, swingline lender and L/C issuer 10.2 Senior Secured, Super-Priority Debtor-in-Possession Term Loan Agreement, by and among the Company, as borrower,AFI Licensing LLC , as guarantor, the lenders party thereto, andPathlight Capital LP , as administrative agent and collateral agent 99.1 Press Release, datedMay 17, 2022 104 Cover Page Interactive Data File (formatted as inline XBRL) 10
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