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Fallbrook Technologies Plan Filed

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Fallbrook Technologies filed with the U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and related Disclosure Statement.

According to the Disclosure Statement, “Upon the Effective Date, in satisfaction of the DIP Facility Claims, (i) the Reorganized Fallbrook Parties shall enter into the New First Lien Facility pursuant to which: (a) the principal and accrued interest and other obligations in respect of the loans under the DIP Facility outstanding on the Effective Date shall be converted on a dollar-for-dollar basis under the New First Lien Facility; (b) the $1.25 million fee and $500,000 in other fees due and payable to GLC Advisors & Co. shall be converted on a dollar-for-dollar basis under the New First Lien Facility; and (c) the Kayne Supporting Creditors shall provide an incremental commitment of $7 million of new working capital; and (ii) to induce the New First Lien Lenders to provide the New First Lien Facility, each of the New First Lien Lenders shall receive a commitment fee equal to their pro rata share of the DIP Claims New Common Stock, and such pro rata share shall be determined by multiplying (x) 57% of the New Common Stock, by (y) a fraction having a numerator equal to the New First Lien Facility Amount and a denominator equal to the sum of the New First Lien Facility Amount and the New Second Lien Facility Amount.”

In addition, “The outstanding principal amount of the Existing Notes has increased by approximately $14.6 million as a result of the accrual of paid-in-kind interest and amendment fees since May 10, 2017. Accordingly, as of the Petition Date the outstanding principal amount of the Existing Notes was not less than $49.6 million. In addition, Fallbrook has issued outstanding warrants to the Existing Noteholders to purchase shares of Fallbrook’s common stock. The Existing Notes matured on January 31, 2018.”

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