Item 1.01. Entry into a Material Definitive Agreement.
Restructuring Support Agreement
On
The Restructuring Support Agreement contemplates a financial restructuring of
the Company (the "Restructuring") to be effected in accordance with the terms
set forth in the chapter 11 plan of reorganization (as may be amended,
supplemented, or otherwise modified from time to time, the "Plan") and the
commencement by the Company Parties of voluntary cases (the "Chapter 11 Cases")
under chapter 11 of title 11 of the United States Bankruptcy Code in the
The Restructuring is anticipated to be implemented in accordance with the Restructuring Support Agreement and the related Definitive Documents (as defined in the Restructuring Support Agreement), including the Plan and the Disclosure Statement, which, among other things, contemplate:
? (i) a debt-for-equity exchange paired with the potential sale of certain Company assets to one or more third parties or (ii) a sale of substantially all of the Company's assets; and ? the provision by certain of the Supporting Creditors of a$2,500,000 , senior secured, super priority debtor in possession financing facility.
The Restructuring Support Agreement contains certain covenants on the part of each of the Company Parties and the Supporting Creditors, including commitments by the Supporting Creditors to vote in favor of the Plan and commitments of the Company Parties to negotiate in good faith to finalize the documents and agreements governing the Restructuring. The Restructuring Support Agreement also provides for certain conditions to the obligations of the parties and for termination upon the occurrence of certain events, including, without limitation, the failure to achieve certain milestones and certain breaches by the parties under the Restructuring Support Agreement.
Although the Company Parties intend to pursue the Restructuring in accordance with the terms sets forth in the Restructuring Support Agreement, there can be no assurance that the Company Parties will be successful in completing the Restructuring in such manner.
The description contained herein is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company or the Company Parties. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Restructuring Support Agreement, including each of the exhibits attached thereto, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Chapter 11 Filing
On
The Debtors will continue to operate their business as "debtors-in-possession"
under the jurisdiction of the
The foregoing description of the Chapter 11 Cases is not complete and is qualified in its entirety by reference to the full text of the Disclosure Statement and the Plan, a copy of each of which is included as an exhibit to the Restructuring Support Agreement filed herewith as Exhibit 10.1, and each of which is incorporated herein by reference.
Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement.
The filing of the Chapter 11 Cases described above constitutes an event of default that accelerates the Company's obligations under the following debt instruments (the "Debt Instruments"):
?$15.6 million in outstanding aggregate principal amount under the Credit Agreement; and ?$116.2 million in outstanding aggregate principal amount of the 2025 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 will be automatically stayed as a result of the Chapter 11 Cases, and the creditors' right of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.
Item 7.01. Regulation FD Disclosure.
In connection with the matters described herein, the Supporting Holders under
the Company's 2025 Notes and the Supporting Lenders under the Company's Credit
Agreement agreed to not exercise any remedies under such documents through
On
The Company previously entered into confidentiality agreements (collectively,
the "NDAs") with the Supporting Creditors. Pursuant to the NDAs, the Company has
agreed to publicly disclose certain information, including material non-public
information disclosed to such Supporting Creditors (the "Cleansing Material"),
upon the occurrence of certain events as set forth in the NDAs. A copy of the
Cleansing Material is furnished herewith as Exhibit 99.3 to this Current Report
on Form 8-
At the request of the Supporting Creditors, the Company is also disclosing its initial 13-week cash forecast, which is furnished herewith as Exhibit 99.4 to this Current Report on Form 8-K. This forecast is subject to change without notice. All interested parties are encouraged to read all filings and information related to the Chapter 11 Cases as they become available and which can be found at the agent website described below.
Court filings and other information related to the Chapter 11 Cases are available at https://dm.epiq11.com/IONGeo, by calling (855) 604-1746 (toll free) or +1 (503) 597- 7702 (international), or sending an email to iongeoinfo@epiqglobal.com.
The information in this Item 7.01, including Exhibits 99.1 to 99.4, shall not be deemed to be "filed" for 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, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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 its equity holders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.
Forward Looking Statements
The information herein contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements may include
information and other statements that are not of historical fact. Actual results
may vary materially from those described in these forward-looking statements.
All forward-looking statements reflect numerous assumptions and involve a number
of risks and uncertainties. These risks and uncertainties include the Company's
ability to consummate the Restructuring Transactions; the Company's ability to
obtain
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Restructuring Support Agreement, datedApril 12, 2022 , including Disclosure Statement and Plan. 99.1 Press Release, datedApril 11, 2022 99.2 Press Release, datedApril 12, 2022 99.3 Cleansing Material 99.4 13-week Forecast datedApril 11, 2022 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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