Item 8.01 Other Events
NOL Motion
As previously announced, on June 24, 2020, Jason Industries Inc. (the "Company")
and certain of its direct and indirect subsidiaries (each such subsidiary, a
"Debtor," and together with the Company, the "Debtors") commenced voluntary
cases (the "Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy
Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the
Southern District of New York (the "Bankruptcy Court").
On June 29, 2020, the Bankruptcy Court approved, on an interim basis, a motion
(the "NOL Motion") to establish certain procedures and restrictions (the
"Procedures") with respect to the transfer of Beneficial Ownership in the
Company's Common Stock, Preferred Stock, or Junior Preferred Stock (each as
defined in the NOL Motion) and to provide related relief in order to preserve,
and protect the potential value of, the Debtors' net operating losses and
certain other tax attributes. The Procedures apply to (a) any person or entity
that has direct or indirect Beneficial Ownership of 4.5 percent or more of any
class of the Company's stock, and (b) parties who are interested in purchasing
sufficient amount of the Company's stock to result in such party becoming a
holder of 4.5 percent or more of Beneficial Ownership of any class of the
Company's stock. The Procedures require filing of a declaration of intent and a
waiting period prior to such parties engaging in certain transfers of the
Company's stock, each as more fully described in the Procedures. Any transfer of
the Company's stock in violation of the Procedures, including but not limited to
the notice requirements, will be null and void ab initio and will result in
remedial measures as specified by the Debtors or as the Bankruptcy Court may
deem appropriate.
Additional Information on the Chapter 11 Cases and the NOL Motion
The Chapter 11 Cases are being jointly administered under the caption In re:
Jason Industries, Inc. et al., Case No. 20-22766 (RDD). Court filings and other
information related to the Chapter 11 Cases, including the disclosure statement,
Bankruptcy Court filings and information about the claims process, are available
at https://dm.epiq11.com/jason, by calling (855) 917-3541 (Toll-Free) or (503)
597-7669, or sending an email to JasonInfo@epiqglobal.com. The documents and
other information available via website or elsewhere are not part of this
Current Report and shall not be deemed incorporated herein.
Cautionary Note Regarding the Company's Common Stock
The Company cautions 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 of the Company's
securities in the Chapter 11 Cases. The Company expects that holders of shares
of the Company's common stock could experience a complete loss on their
investment, depending on the outcome of the Chapter 11 Cases.
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