Equity Rights Offering. The Debtors shall effectuate the Equity Rights Offering in accordance with the Plan and the Equity Rights Offering Procedures in all material respects.
Equity Rights Offering. A rights offering (the “Rights Offering”) shall be made in an amount equal to $115.0 million, with each Equityholder (as defined below) being offered a Right to purchase up to a specified number of shares of Additional Common Stock for each share of existing Common Stock owned by such holder on the Record Date (as defined below), in exchange for a cash payment equal to the Additional Common Stock Purchase Price. Such specified number shall be equal to (i) $115.0 million divided by $0.65, divided by (ii) the number of outstanding shares of Common Stock on the Record Date. The Rights Offering shall expire at 5:00 p.m., New York City time, on the date that is 30 days from the Rights Offering Commencement Date (as defined below), or on such other date to be determined jointly by the Company and the Significant Equityholders (the “Expiration Time”). Each Equityholder will receive such number of Rights that, if exercised by such holder, would allow such holder to maintain its equity ownership percentage in the Company as of the Record Date, other than due to dilution as a result of (a) the issuance of any shares of Common Stock or options to purchase Common Stock under the Management Incentive Plan (as defined below); (b) the exercise of any employee stock options for Common Stock outstanding on and as of the Record Date; (c) the issuance of Additional Common Stock in payment of Put Option Premiums; (d) the issuance of Additional Common Stock pursuant to the Second Lien Term Loan Offering; (e) the issuance of Common Stock upon conversion of Series D Preferred Stock (as defined below); and (f) the other transactions contemplated hereby. The Rights shall not be transferable and shall be exercisable only by the Equityholder of record on the Record Date. The Company will appoint BNY Mellon Shareowner Services as rights agent and also will appoint a subscription agent to facilitate the Rights Offering and the Second Lien Term Loan Offering, respectively. Fractional shares shall not be issued and no compensation shall be paid in respect of fractional shares. Unexercised Rights will expire without compensation at the Expiration Time. Shares of Additional Common Stock issued in connection with the Rights Offering and as a result of the exercise, if any, of the Put Options shall be issued on the Closing Date. Any participation by Equityholders in the Rights Offering is subject to the reductions set forth under “Cutbacks” above and “NOL Limitations” below.
Equity Rights Offering. Pursuant to the terms of this Plan and the Equity Rights Offering Procedures, each Accredited Cash Opt-Out Noteholder shall have the opportunity but not the obligation to subscribe for its Pro Rata share of an amount of New Common Stock to be issued as of the Effective Date necessary to fully fund the Cash Payout at the Purchase Price (as defined in the Equity Rights Offering Procedures) set forth in the Equity Rights Offering Procedures. Each Accredited Cash Opt-Out Noteholder that elects to purchase the maximum number of Equity Rights Offering Shares that such Accredited Cash Opt-Out Noteholder may purchase in the Equity Rights Offering will also have the right to elect to purchase additional Equity Rights Offering Shares that are not timely, duly and validly subscribed and paid for in the Equity Rights Offering, as more fully set forth in the Rights Offering Procedures. The Equity Rights Offering will be conducted in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The proceeds of the Equity Rights Offering shall be used exclusively to fund the Cash Payout provided to Cash Payout Noteholders, in full and final satisfaction of such Holders’ Prepetition Notes Claims, which shall be released and discharged pursuant to Article XI herein. Notwithstanding anything to the contrary herein, if the Equity Rights Offering Amount is less than the aggregate amount of the Cash Payout, then the amount of Prepetition Notes Claims held by the Cash Payout Noteholders satisfied by the Cash Payout shall automatically be reduced, and any remaining portion of such Cash Payout Noteholders’ Prepetition Notes Claims that is not satisfied through the Cash Payout as a result of such automatic reduction shall receive the treatment such Holder would receive if such Holder were a Cash Opt-Out Noteholder. For the avoidance of doubt, under no circumstance shall the amount actually paid out in the Cash Payout exceed the Equity Rights Offering Amount. Consummation of the Equity Rights Offering and delivery of any Cash Payout is contingent upon the consent of the Required Consenting Noteholders. In the event the Equity Rights Offering is not consummated, then no Cash Payout will be made to any Cash Payout Noteholder and such Holder will receive the treatment such Holder would receive if such Holder were a Cash Opt-Out Noteholder. Notwithstanding anything in this Plan to the contrary, the New Commo...
Equity Rights Offering. The Equity Rights Offering shall have been conducted, in all respects, in accordance with the Backstop Order, the Equity Rights Offering Procedures and this Agreement, and the Equity Rights Offering Expiration Time shall have occurred.
Equity Rights Offering. The Equity Rights Offering Expiration Time shall have occurred, and the Debtors shall have received the Aggregate Rights Offering Amount (or the Adjusted Aggregated Rights Offering Amount, if applicable) in full in Cash pursuant to the Equity Rights Offering or this Agreement.
Equity Rights Offering. The Reorganized CRC shall have commenced the Equity Rights Offering on the Subscription Commencement Date, the Equity Rights Offering shall have been conducted in all material respects in accordance with this Agreement and the Equity Rights Offering Procedures, and the Subscription Expiration Deadline shall have occurred.
Equity Rights Offering. Prior to the funding of the Equity Rights Contribution, permit the Surviving Entity to make any payments in respect of the Esmark Merger Put Right or to pay any fees or expenses in connection with the Esmark Merger.”
(e) Section 8.1 to the Loan Agreement is hereby amended as follows:
(i) By amending and restating clause (k) thereof in its entirety to read as follows:
Equity Rights Offering. An Equity Rights Offering for shares of the New Common Stock (the “Rights Offering Shares”) of Reorganized CRC (or an affiliate or successor), of which 25% shall be reserved for the Backstop Parties (as defined below) and the remaining 75% shall be offered to holders of claims in the percentage allocations set forth in the Restructuring Term Sheet, at an aggregate purchase price of $450 million (the “Rights Offering Amount”) at a price per share (the “Per Share Price”) of $13.00 which constitutes a 35% discount to the Plan equity value of $1.65 billion for 42% of the fully diluted New Common Stock (excluding New Common Stock issued as the Backstop Commitment Premium (as defined below) prior to taking into account the MIP); provided that, if during the five trading days preceding the business day prior to the approval of the Disclosure Statement by the Court, the average closing price of the ICE Xxxxx strip price for the period of December 2020 to November 2021 (to be determined by taking the arithmetic average of the 12 monthly contracts available for Xxxxx Crude (ICE) as provided by Bloomberg, L.P. utilizing the ticker symbol COA COMDTY during the period from December 2020 to November 2021) is less than $40.00/Bbl, the Set-Up Equity Value for the Subscription Rights will be $1.3
Equity Rights Offering. (a) On or before March 13, 2020, the Borrower shall have completed that certain offering of subscription rights to shareholders of the Borrower to purchase shares of the Borrower’s common stock in an amount not less than $7,000,000 as more fully described in the Borrower’s registration statement filed with the SEC on or about November 14, 2019 (the “Rights Offering”). Notwithstanding anything to the contrary in Section 2.02(b)(vi) of the Credit Agreement, the Borrower shall not be required to prepay the Loans with the Net Cash Proceeds of the Rights Offering.
Equity Rights Offering. An Equity Rights Offering for shares of the New Common Stock (the “Rights Offering Shares”) of Reorganized CRC (or an affiliate or successor), comprised of the Tranche A Equity Rights Offering (as defined below) and the Tranche B Equity Rights Offering (as defined below), at an aggregate purchase price of $450 million (the “Rights Offering Amount”) at a price per share (the “Per Share Price”) of $13.00 which constitutes a 35% discount to the Plan equity value of $1.65 billion for 42% of the fully diluted New Common Stock (excluding New Common Stock issued as the Backstop Commitment Premium (as defined below) prior to taking into account the Junior DIP Exit Fee and the MIP); provided that, if during the five trading days preceding the business day prior to the approval of the Disclosure Statement by the Court, the average closing price of the ICE Xxxxx strip price for the period of December 2020 to November 2021 (to be determined by taking the arithmetic average of the 12 monthly contracts available for Xxxxx Crude (ICE) as provided by Bloomberg, L.P. utilizing the ticker symbol COA COMDTY during the period from December 2020 to November 2021) is less than $40.00/Bbl, the Set-Up Equity Value for the Subscription Rights will be $1.3 billion (and the Per Share Price shall be adjusted accordingly). The Equity Rights Offering shall be implemented in connection with the Rights Offering Procedures (as defined below).
