Fallbrook Technologies filed with the U.S. Bankruptcy Court an Amended Supplement to its Joint Plan of Reorganization, which contains the following documents: Exhibit A-1 – Schedule of Assumed Contracts and Leases; Exhibit D-1 – List of Officers and Directors of the Reorganized Debtors; and Exhibit H-1 – Management Incentive Plan. Concurrently, the Debtors’ Joint Plan of Reorganization, confirmed on June 11, 2018, became effective and the company emerged from Chapter 11 protection. The Court documents note, “Upon the first Liquidity Event to occur following the Effective Date and provided that a Participant has not undergone a Termination with the Service Recipient on or prior to such Liquidity Event, if (and only if) the aggregate Plan Proceeds is less than 10% of the Emergence Debt Payoff Amount, the Company shall pay a cash bonus in the aggregate amount equal to the Top-Up Amount, within ten (10) business days following such Liquidity Event, to be allocated to the CEO and such other Participants who have not undergone a Termination on or prior to the Liquidity Event, in such individual amounts, as determined by the CEO and approved by the Board (each such bonus, a ‘Top-up Bonus’).” As previously reported, “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.” This privately-held Company, which develops and manufactures transmission systems, filed for Chapter 11 protection on February 26, 2018, listing more than $50 million in pre-petition assets.
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