General Unsecured. Claims If Classes B3, D3, and F3 (General Unsecured Claims against Seadrill, NADL, and Sevan) vote to accept the Plan: • The holders of allowed General Unsecured Claims will receive in the aggregate 15% of the New Seadrill Common Shares, subject to dilution by the Employee Incentive Plan and the Primary Structuring Fee (the “Unsecured Pool Equity”), plus the Note Rights and Equity Rights, as set forth in the Investment Agreement. • Holders of allowed General Unsecured Claims against NADL and Sevan shall receive 70% of the recovery received by allowed General Unsecured Claims against or guaranteed by Seadrill. • General Unsecured Claims against AOD shall be Reinstated or repaid in full in cash. If Classes B3, D3, and F3 vote to reject the Plan: • holders of Claims in such Classes will receive the Liquidation Recovery, unless otherwise determined by the Bankruptcy Court; and • the Excess New Seadrill Common Stock will be distributed to the Equity Commitment Parties, pro rata, based on their respective allocations of the Equity Placement. For the avoidance of doubt, the forgoing describes the aggregate recovery if each of Classes B3, D3, and F3 vote to accept, or each votes to reject, the Plan. As more fully set forth below, the recoveries such classes receive will be on a class-by-class basis and will depend only on whether the applicable class votes to accept or reject the Plan. General Unsecured Claims against Other Seadrill Debtors, Other NADL Debtors, Other Sevan Debtors, and AOD Debtors shall, at the election of the applicable Debtor, be (a) Reinstated or (b) paid in full in cash. Interests in Seadrill If Class B3 (General Unsecured Claims Against Seadrill) votes to accept the Plan, holders of Interests in Seadrill will receive their pro rata share of 2% of the New Seadrill Common Shares, subject to dilution by the Employee Incentive Plan and the Primary Structuring Fee (the “Equity Recovery”). If Class B3 votes to reject the Plan, holders of Interests in Seadrill will receive no recovery. Non-Consolidated Entities The Non-Consolidated Entity Amendments will be effectuated before the Petition Date to insulate the Non-Consolidated Entities from the Chapter 11 Cases and, where applicable, to effectuate certain other commercial amendments, substantially on the terms described in the RSA. The Non-Consolidated Entities will not commence Chapter 11 Cases. Tax Matters The Parties will work together in good faith and will use commercially reasonable efforts to ...
General Unsecured. Claims Subject to procedures relating to the resolution of disputed General Unsecured Claims, on the Effective Date or as soon as reasonably practicable thereafter, each holder of an Allowed General Unsecured Claim shall receive, in full satisfaction of its claim pursuant to the Restructuring Transactions, its pro rata share of the Warrants. Impaired; entitled to vote.
General Unsecured. Claims If a Sale Transaction is consummated, holders of general unsecured claims shall receive their pro rata share of remaining Distributable Sale Proceeds after (and solely to the extent that) all Priming Facility Claims and all Syndicated Facility Claims have been paid in full in cash (including post-petition interest, fees and expenses). If a Reorganization Transaction is consummated, holders of general unsecured claims shall receive no recovery or distribution under the Plan. Other Secured Claims Each holder of a secured claim other than a Priming Facility Claim or a Syndicated Facility Claim (an “Other Secured Claim”) shall receive, at the option of the Debtors, with the consent of the Requisite Consenting Lenders (i) payment in cash in an amount equal to such claim, payable on the later of the Effective Date and the date that is ten (10) Business Days after the date on which such Other Secured Claim becomes an allowed Other Secured Claim, in each case, or as soon as reasonably practicable thereafter, (ii) such holder’s allowed Other Secured Claim shall be reinstated, or (iii) such other treatment so as to render such holder’s allowed Other Secured Claim unimpaired pursuant to section 1124 of the Bankruptcy Code.
General Unsecured. Claims On or as soon as practicable after the Effective Date, each holder of an allowed general unsecured claim shall receive its pro rata share of $23,500,000 million in cash. Existing Equity in DBSD On the Effective Date, all existing equity interests of DBSD shall be cancelled pursuant to the Plan, and each holder of such existing equity interests shall receive nothing on account of such interests. Existing Equity in Debtor- Subsidiaries of DBSD On the Effective Date, all equity interests in any Debtor-subsidiary of DBSD shall be reinstated and unaffected by the Plan. General Provisions Board of Directors of Reorganized DBSD The board of directors of Reorganized DBSD shall be comprised of five to ten members, with all members being designated by DISH in its sole discretion on terms to be determined by DISH. Each new board member shall be entitled to execute a D&O Indemnification Agreement in form and substance reasonably acceptable to such member and Reorganized DBSD upon his or her appointment. Means for Implementation To the extent not explicitly set forth in the Definitive Restructuring Documents, the parties shall agree upon the precise mechanics for implementing each of the transactions contemplated by the Restructuring and the Plan. Documentation All documentation prepared in connection with the Restructuring, including without limitation, the Definitive Restructuring Documents, and any documents, motions, pleadings, orders or the like prepared or filed in connection with the chapter 11 cases shall be in form and substance reasonably satisfactory to DISH and the Debtors. The provision of transition services by DBSD to ICO Global and vice versa shall be formalized in a transition services agreement on terms, including the fees to be earned by ICO Global, that are mutually agreeable to DBSD, ICO Global and DISH. The agreement shall provide for appropriate transition periods and that all third party services shall be passed through at cost.
General Unsecured. Claims Each holder of an allowed General Unsecured Claim3 in an amount in excess of the Maximum Convenience Class Claims Amount (as defined below) shall receive, at its election, either: (a) (1) its pro rata share of the New Common Equity Pool based on the face amount of its allowed General Unsecured Claim as a percentage of the aggregate face amount of all allowed Unsecured Notes Claims and General Unsecured Claims as of the Plan Effective Date4 and (2) the right to participate in the GUC Rights Offering; or (b) Convenience Class Treatment (as described below).
General Unsecured. Claims On the Plan Effective Date, or as soon thereafter as reasonably practicable, each holder of an allowed general unsecured claim will remain unimpaired. Equity Interests The holders of equity interests in HCC will receive no distributions under the Plan on account of such interests. All existing equity interests, including any options, right, warrants, or other similar interests issued by HCC will be cancelled on the Plan Effective Date. Equity interests in direct and indirect subsidiaries of HCC will remain in place, as reorganized. Executory Contracts & Leases Subject to further review.
General Unsecured. Claims Unsecured claims other than Notes Claims shall be unaltered and paid in full in the ordinary course of business to the extent such claims are undisputed. Intercompany Claims Intercompany claims shall be reinstated, compromised, or cancelled, at the election of the Company and the Required Consenting Noteholders such that intercompany claims are treated in a tax-efficient manner. Equity Interests All existing common stock and other equity interests and rights in Stone shall be extinguished as of the Consummation Date. If the class of Bank Claims votes in favor of the Plan or if the Bankruptcy Court holds that the Plan may be confirmed notwithstanding that the class of Bank Claims votes against the Plan (or is deemed to reject the Plan) pursuant to 1129 (b) of the Bankruptcy Code, then each holder of existing common stock in Stone shall receive its pro rata share of 5% of the New Equity Interests and warrants on terms and conditions consistent with the term sheet attached hereto as Exhibit 3 (the “Warrants”), which New Equity Interests shall be subject to dilution by the Warrants and the Management Incentive Plan and subsequent issuances of common stock (including securities or instruments convertible into common stock) by Stone from time to time after the Consummation Date. OTHER TERMS OF THE TRANSACTION Sale of Appalachian Assets Prior to or simultaneously with the Consummation Date, the Company shall have sold substantially all of its assets located in the Marcellus and Utica shales in Appalachia (the “Appalachian Assets”) for at least $350 million subject to adjustments as provided for in the purchase and sale agreement. Corporate Governance The terms and conditions of the new corporate governance documents of the reorganized Company (including the bylaws and certificates of incorporation or similar documents, among other governance documents) shall be acceptable to the Required Consenting Noteholders in their sole discretion. The Parties expect that the reorganized Company following the Consummation Date will continue as a public reporting company under applicable U.S. securities laws and, consequently, the terms and conditions of the new corporate governance documents of the reorganized Company will be appropriate for such a public reporting company. The New Equity Interests issued to the Noteholders may, if so determined by the Required Consenting Noteholders (including if the Company will not be a public reporting company immediately following...
General Unsecured. Claims On the Effective Date, each holder of an allowed General Unsecured Claim, at the election of the applicable Debtor or reorganized Debtor, will (i) receive cash equal to the allowed amount of such claim or (ii) have its claim reinstated. 2 The Plan may further segregate the claims within certain of the following classes, but the treatment of such claims will remain consistent with the treatment set forth herein. With respect to claims in Classes 5, 6 and 8, the allowed amount of such claims will include postpetition interest to the extent such interest is required by applicable law or the underlying contract or is otherwise agreed to by the holder of such claim and the applicable Debtor.
General Unsecured. Claims The holders of any unsecured claims (including the Second Lien Loan) in the Debtor will receive no distributions under the Plan on account of such claims. Equity Interests The holders of equity interests in the Debtor will receive no distributions under the Plan on account of such interests. All existing equity interests will be cancelled on the Plan Effective Date. Executory Contracts & Leases To be assumed and assigned to New Borrower. Conveyance of the Properties Conveyance of the Properties to the New Borrower to be effectuated pursuant to the terms of the Plan. Other The Plan shall include customary conditions to effectiveness, including, without limitation, that (i) the Confirmation Order has become a Final Order, (ii) the Lock Up and Plan Support Agreement has not been terminated, (iii) all conditions precedent to the closing of the New Secured Loan Documents, including payment of all costs and expenses of the First Lien Agent and the First Lien Lenders (including those of their respective counsel and other advisors) incurred in connection with the New Secured Loan, have been satisfied or waived in accordance with the terms thereof, and (iv) the Effective Date Amount shall have been funded pursuant to the terms of the Plan Funding Agreement. Releases First Lien Lenders and First Lien Agent to get full releases from the Debtor Parties, the New Entities and the Equity Sponsors in connection with the transactions contemplated hereby. Equity Sponsors to get full releases from claims arising prior to the Plan Effective Date from the Debtor Parties, the New Entities, the First Lien Lenders and First Lien Agent in connection with the transactions contemplated hereby.
General Unsecured. Claims Each holder of an allowed General Unsecured Claim of the U.S. Debtors shall either (a) have its General Unsecured Claim assumed by the applicable Reorganized Debtor pursuant to the SAPA as an “Assumed Liability”, (b) receive such treatment so as to render such holder’s allowed General Unsecured Claim unimpaired pursuant to section 1124 of the Bankruptcy Code or (c) receive from the Liquidating Trust the lesser of payment in full in cash or its pro rata share of the amount available for distributions on General Unsecured Claims of the U.S. Debtors in U.S. Proceeds Waterfall. In its utilization of a single claims pool to address Excluded Liabilities of the U.S. Debtors, the Plan will substantively consolidate the estates of the U.S. Debtors for the purposes of making distributions, except as otherwise determined by the Bankruptcy Court.
