Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.03 below with respect to the Restructuring Support Agreement (as defined below) is incorporated herein by reference.
Item 1.03 Bankruptcy or Receivership
Chapter 11 Filing
On
The Debtors filed motions with the
The Debtors will continue to operate their business and manage their property as
debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.
On
Restructuring Support Agreement
On
DIP Credit Agreement
In connection with the Chapter 11 Case, on
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by and among the Company, as borrower, each lender from time to time party to
the DIP Credit Agreement, including, but not limited to Deerfield,
The DIP Credit Agreement, subject to the conditions therein, provides for senior
secured term loans in the aggregate principal amount of up to
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 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.
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The commencement of the Chapter 11 Cases described in Item 1.03 above constitutes an event of default that accelerated Company's obligations, as applicable, under the following debt instruments (the "Debt Instruments"):
• Prepetition Facility Agreement; • Prepetition Credit Agreement; • 3.25% Convertible Senior Notes due 2020; • 5.00% Mandatory Convertible Senior Notes due 2024, issuedApril 3, 2019 ; • 5.00% Voluntary Convertible Senior Notes due 2024, issued onFebruary 24, 2020 ; and • 5.00% Voluntary Convertible Senior Notes due 2024, issued onFebruary 24, 2020 .
The Debt Instruments provide that as a result of the commencement of the Chapter 11 Cases, the principal, interest and all other amounts due thereunder shall be immediately due and payable.
Any efforts to enforce the 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.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
* * * * *
Cautionary Information Regarding Trading in the Company's Securities.
The Company's securityholders are cautioned that trading in the Company's securities during 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 recovery, if any, by holders thereof in the Company's Chapter 11 Cases. As noted, the transaction specified in the Restructuring Support Agreement contemplate that existing equity interests in the Company would be cancelled and that the holders thereof will neither receive nor retain any property on account thereof. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, which are based on the Company's current expectations, estimates, and projections about the businesses and prospects of the Company and its subsidiaries, as well as management's beliefs, and certain assumptions made by management. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "should," "will" and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict.
Forward-looking statements discuss, among other matters: the Company's strategy;
risks and uncertainties associated with Chapter 11 proceedings; the negative
impacts on the Company's businesses as a result of filing for and operating
under Chapter 11 protection; the time, terms and ability to confirm a Chapter 11
plan of reorganization for the Company's businesses; the adequacy of the capital
resources of the Company's businesses and the difficulty in forecasting the
liquidity requirements of the operations of its businesses; the unpredictability
of the Company's financial results while in Chapter 11 proceedings; the
Company's ability to discharge claims in Chapter 11 proceedings; negotiations
with the holders of the Company's indebtedness and its trade creditors and other
significant creditors; risks and uncertainties with performing under the terms
of the Restructuring Support Agreement and any other arrangement with lenders or
creditors while in Chapter 11 proceedings; the Company's ability to conduct
business as usual in
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proceedings; the risk that the Company's Chapter 11 Cases may be converted to cases under Chapter 7 of the Bankruptcy Code; the Company's ability to secure operating capital; the Company's ability to take advantage of opportunities to acquire assets with upside potential; the Company's ability to execute on its strategic plan to pursue, evaluate and close an acquisition pursuant to a plan of reorganization; the Company's long-term outlook; the Company's preparation for future market conditions; and any statements or assumptions underlying any of the foregoing. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.
Important factors that may cause such differences include, but are not limited
to, the decisions of the Court; negotiations with the Company's debtholders, the
Company's creditors and any committee approved by the Court; the Company's
ability to meet the requirements, and compliance with the terms, including
restrictive covenants, of the Restructuring Support Agreement and any other
financial arrangement while in Chapter 11 proceedings; negotiations with the
Supporting Lenders and/or third-party bidders on a potential acquisition
pursuant to a plan of reorganization or Section 363 Asset Sale; changes in the
Company's cash needs as compared to its historical operations or its planned
reductions in operating expense; adverse litigation; changes in domestic and
international demand for the Company's products; the Company's ability to
control operating costs and other expenses; that general economic conditions may
be worse than expected; that competition may increase significantly; changes in
laws or government regulations or policies affecting the Company's current
business operations and, as well as those risks and uncertainties disclosed
under the sections entitled "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Company's
Forms 10-Q filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Restructuring Support Agreement. 10.2 Secured Priming Delayed Draw Term Loan Debtor-in-Possession Credit Agreement, datedJuly 5, 2020 , by and among the Company, the loan parties thereto and
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