GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor Backstop Commitment The Plan Sponsor (together with any third parties designated by the Plan Sponsor and reasonably acceptable to the Debtors, collectively, the “Sponsor Backstop Parties”) will provide the Sponsor Backstop Commitment to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $189.8 million (the “Sponsor Backstop Amount”), on the terms set forth in the Sponsor Backstop Commitment Agreement attached hereto as Exhibit E (including all schedules and exhibits thereto, the “Sponsor Backstop Commitment Agreement”). The Sponsor Backstop Commitment Agreement will provide for, among other things, a commitment fee (the “Sponsor Backstop Fee”) of 6% of the $189.8 million Sponsor Backstop Amount payable to the Sponsor Backstop Parties on the Effective Date in an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I. The Rights Offering Noteholders shall receive Subscription Rights pro rata on the basis of their respective holdings of Notes Claims to participate in the Rights Offering to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $66.5 million (the “Maximum Noteholder Subscription Amount”); provided, that only accredited investors shall be entitled to exercise Subscription Rights; provided, further, that $10.2 million of such rights shall be allocated to the Plan Sponsor and shall not be subject to reduction for any reason and the Plan Sponsor shall not receive Subscription Rights to participate in more than $10.2 million of the Rights Offering and any such amount in excess of $10.2 million shall instead be allocated to the other Noteholders on a pro rata basis in accordance with their respective holdings of Notes Claims. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion of such Noteholder’s participation in the Rights Offering relative to other Participating Noteholders) of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate in funding up to 49% of the New Exit Note, if any; provided that, to the extent a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Prem...
GENERAL PROVISIONS REGARDING THE RESTRUCTURING. Initial Parties to Term Sheet (a) Honeywell; (b) Oaktree; and (c) Centerbridge.
GENERAL PROVISIONS REGARDING THE RESTRUCTURING. Restructuring Transactions The Confirmation Order will be deemed to authorize, among other things, all actions as may be necessary or appropriate, consistent with the Restructuring Support Agreement, to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan with the consent of the Required First Lien Lenders and, solely with respect to the treatment provided on account of the Second Lien Claims, the Required Second Lien Lenders. The Debtors may through the Restructuring streamline or simplify their organizational structure including by dissolving or merging certain entities with the consent of the Required First Lien Lenders.
GENERAL PROVISIONS REGARDING THE RESTRUCTURING. Plan 1. On the Plan Effective Date, or as soon as is reasonably practicable thereafter, each holder of an Allowed Claim or Interest, as applicable, shall receive under the Plan the treatment described in this Plan Term Sheet in full and final satisfaction, settlement, release, and discharge of and in exchange for such holder’s Allowed Claim or Interest, except to the extent different treatment is agreed to by (a) the Reorganized Debtors, (b) the Required Consenting Creditors, (c) the Requisite Backstop Parties, and (d) the holder of such Allowed Claim or Interest, as applicable. 2. For the avoidance of doubt, any action required to be taken by the Debtors on the Plan Effective Date pursuant to this Plan Term Sheet may be taken on the Plan Effective Date or as soon as is reasonably practicable thereafter. ____________________ 1 This Plan Term Sheet reflects a settlement with respect to valuation solely for purposes of the Plan contemplated by this Plan Term Sheet. Nothing herein shall be construed or interpreted as a stipulation as to the value of the Debtors’ assets, enterprise value, or the collateral securing the First Lien Claims or Second Lien Claims. 2 Capitalized terms used but not defined in this Plan Term Sheet have the meanings given to such terms in the Plan Support Agreement.
GENERAL PROVISIONS REGARDING THE RESTRUCTURING. Restructuring Summary The Restructuring will be consummated in accordance with the Definitive Documents, including the RSA, through confirmation by the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) of the Debtor’s chapter 11 plan of reorganization (the “Plan”) in case number 23-10367 (MG) (the “Chapter 11 Case”). As set forth in greater detail herein, on the Plan Effective Date: Liquidating Trust2 The Debtor and its direct and indirect subsidiaries will contribute certain assets to be agreed by the Debtor, the Creditors’ Committee, and the Required Ad Hoc Senior Noteholder Parties (the “Contributed Assets”) to a newly-formed liquidating trust (the “Liquidating Trust”). Solely for illustrative purposes, the Contributed Assets may include the following assets of the Debtor and its direct and indirect subsidiaries: • all claims and Causes of Action, including without limitation, (a) the FDIC Claims and (b) all other Retained Causes of Action; • all investment securities, including the Debtor’s direct investment and warrant portfolios and its synthetic equity instrument in Leerink Partners LLC; • certain limited partner interests held by the Debtor or any of its subsidiaries in investment funds that are part of the SVB Capital business (the “Transferred LP Interests”); and • all cash of the Debtor (prior to receipt of the proceeds of a NewCo Transaction (as defined herein)) in excess of (a) amounts required for distributions to Holders of Allowed Administrative, Priority, Secured Claims, and certain General Unsecured Claims that elect the GUC Cash-Out (as defined herein), and payment of fees, expenses, and other amounts required to be paid on the Plan Effective Date pursuant to the Plan and (b) the amount required to fund the businesses to be owned by NewCo, as determined in accordance with a NewCo business plan acceptable to the Required Ad Hoc Senior Noteholder Parties; • if, upon the election of the Required Ad Hoc Senior Noteholder Parties and the Debtor (and in form and substance reasonably acceptable to the Creditors’ Committee), the Debtor consummates a NewCo Transaction, the proceeds of such NewCo Transaction; provided that, with the consent of the Required Ad Hoc Senior Noteholder Parties, a portion of the proceeds of any rights offering may remain at NewCo rather than being transferred to the Liquidating Trust. The Liquidating Trust shall issue senior trust units (the “Class A Trust Units”), class B jun...
GENERAL PROVISIONS REGARDING THE RESTRUCTURING. New Exit Facility Prior to the Plan Effective Date, the Debtors will secure commitments to fund a new money senior secured credit facility in an aggregate amount up to $3,250 million (the “New Exit Facility”), which will include the following facilities: · a revolving credit facility in an aggregate target principal amount of $750 million, which will be undrawn on the Plan Effective Date and may include (a) a letter of credit sub-facility up to an aggregate principal amount of $350 million to support obligations related to funding received from state and federal broadband subsidy programs and (b) an additional letter of credit sub-facility up to an aggregate principal amount of $50 million; and · a term loan facility in an aggregate principal amount up to $2,500 million (collectively, the “New Exit Facility Term Loan”), which will be funded or distributed, as applicable, on the Plan Effective Date and (a) will include $2,050 million in term loans (the “
GENERAL PROVISIONS REGARDING THE RESTRUCTURING. New Common Stock On the Plan Effective Date, Reorganized Windstream shall issue a single class of common equity interests (the “New Common Stock”). The New Common Stock will be distributed to holders of Allowed First Lien Claims in accordance with this Plan Term Sheet and issued in connection with the Rights Offering and the Backstop Premium. Cash on Hand Cash distributions in accordance with this Plan Term Sheet shall be made from cash on hand as of the Plan Effective Date, including proceeds from the New Exit Facility Term Loan and the Rights Offering. Definitive Documents Any documents contemplated by this Plan Term Sheet, including any Definitive Documents, that remain the subject of negotiation as of the Agreement Effective Date shall be subject to the rights and obligations set forth in Section 3 of the Plan Support Agreement. Failure to reference such rights and obligations as it relates to any document referenced in this Plan Term Sheet shall not impair such rights and obligations. Tax Matters The Parties will work together in good faith and will use commercially reasonable efforts to structure and implement the Restructuring Transactions in a tax-efficient and cost-effective manner for the Debtors and to preserve the real estate investment trust structure of Uniti Group, Inc.; provided, that such structure shall be reasonably acceptable to the Debtors, the Required Consenting Creditors and the Requisite Backstop Parties.
GENERAL PROVISIONS REGARDING THE RESTRUCTURING. Subordination The classification and treatment of Claims under the Plan shall settle and compromise the respective contractual, legal, and equitable subordination rights of such Claims, and any such rights shall be released pursuant to the Plan. Restructuring Transactions The Confirmation Order shall be deemed to authorize, among other things, all actions as may be necessary or appropriate, consistent with the Restructuring Support Agreement, to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan with the consent of the Required Consenting Stakeholders, not to be unreasonably withheld. The Debtors may through the Restructuring streamline or simplify their organizational structure including by dissolving or merging certain entities with the consent of the Required Consenting Stakeholders, not to be unreasonably withheld.
GENERAL PROVISIONS REGARDING THE RESTRUCTURING. New Common Stock Subject to the consent rights set forth in the Restructuring Support Agreement, on the Effective Date, Reorganized DNI will issue the New Common Stock as follows: • 100% of the New Common Stock shall be received by the holders of Allowed First Lien Claims and Allowed Second Lien Notes Claims in exchange for their Claims in accordance with this Restructuring Term Sheet, subject to dilution on account of the Additional New Common Stock and the New Management Incentive Plan; provided, that, the New Common Stock to be received by holders of Second Lien Notes Claims as set forth herein shall not be subject to dilution by the Participation Premium (as defined in the DIP Term Sheet). • The Additional New Common Stock shall be issued by Reorganized DNI as set forth in the DIP Term Sheet. The Additional New Common Stock shall be subject to dilution on account of the New Management Incentive Plan. Section 1145 To the fullest extent permitted by law, the issuance of the New Common Stock will be exempt from registration under the Securities Act of 1933 (the “Securities Act”) pursuant to section 1145 of the U.S. Bankruptcy Code. To the extent that such exemption under section 1145 of the U.S. Bankruptcy Code is unavailable, the issuance of other shares of New Common Stock will be made pursuant to any other available exemptions from registration, as applicable, including Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated under the Securities Act. Good faith efforts shall be made to make the New Common Stock DTC eligible.
GENERAL PROVISIONS REGARDING THE RESTRUCTURING. Tax Matters To the extent practicable, and subject to the consent of the Required Consenting Creditors (which shall not be unreasonably withheld), the Restructuring Transactions will be structured in a tax-efficient manner, so as to minimize tax impacts of cancellation-of-debt income of the Debtors and Company Parties and their direct and indirect subsidiaries, preserve or otherwise maximize favorable tax attributes (including tax basis) of the Debtors and Company Parties and their direct and indirect subsidiaries and to otherwise obtain the most beneficial structure for the Company Parties or the Reorganized Company Parties, the Consenting Creditors and the holders of New Common Stock post-Effective Date. Distributions Each holder of an Allowed Claim or Interest, as applicable, shall receive under the Chapter 11 Plan the treatment described below (or less favorable treatment that may be agreed by the Debtors and the holder of such Allowed Claim or Interest) in exchange for such holder’s Allowed Claim or Interest. At the request of a Consenting Creditor, Reorganized DNI shall use reasonable best efforts to deliver or cause to be delivered to such Consenting Creditor a duly executed certificate from Reorganized DNI prepared in accordance with Treasury Regulation Section 1.897-2(h)(1) informing such Consenting Creditor whether such Consenting Creditor’s interest in Reorganized DNI constitutes a United States real property interest and a notice to the Internal Revenue Service in accordance with U.S. Treasury Regulation Section 1.897-2(h)(2). Restructuring Transactions The U.S. Confirmation Order and Dutch Sanction Order, as applicable, shall be deemed to authorize, among other things, all actions as may be necessary or appropriate to effectuate any transaction described in, approved by, contemplated by, or necessary to consummate the Chapter 11 Plan, the WHOA Plan and the Restructuring Transactions, including, for the avoidance of doubt, any and all actions required to implement the Restructuring Transactions in the United States and any foreign jurisdiction. On the Effective Date, each of the Debtors, the Company Parties and their Affiliates, as applicable, shall issue all securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Restructuring Transactions. Rule 9019 Settlement The Chapter 11 Plan will be treated as a global and integrated compromise and settlement of all actual and potential disputes between and...
