December 17, 2018 – The NORDAM Group filed an Amended Joint Postpackaged Chapter 11 Plan [Docket No. 780] and a related Disclosure Statement [Docket No. 781]. The Debtors also requested that the Court approve the adequacy of the Disclosure Statement on a conditional basis, with a final approval to be issued at a hearing scheduled for January 30, 2019 [Docket No. 784]. The Debtors further filed blacklined copies of the Plan and Disclosure Statement reflecting considerable changes from versions filed on November 12, 2018 [Docket Nos. 786-1 and 786-2].
The Plan contemplates that (defined terms are as defined in the Disclosure Statement):
- All creditors will receive payment in full, making them unimpaired and not entitled to vote on the Plan.
- The Debtors will enter into senior secured credit facilities (the “Exit Facilities”) composed of an asset-based revolving credit facility in a principal amount up to$100 million and a term loan facility in a principal amount up to $240 million, in each case, on the terms set forth in the Exit Facility Documents. The Debtors have engaged J.P. Morgan Chase Bank, N.A. (“JPM”) to act as sole and exclusive arranger, on a best efforts basis, of the Exit Facilities.
- A new third-party investor (the “New Investor”) will contribute Cash in exchange for equity in Reorganized NORDAM Parent on the terms set forth in an investment agreement (the “Investment Agreement”), which will be filed in a supplement to the Plan.
- After the Effective Date, holders of Allowed Existing NORDAM Parent Interests in Class 7 will hold (through a newly-formed corporation, NewCo) equity in Reorganized NORDAM Parent, which equity will be diluted by units issued to the New Investor pursuant to the Investment Agreement.
- Holders of Allowed Existing NORDAM Parent Interests will receive a Cash payment in an amount to be determined by the Debtors and New Investor and disclosed in the Investment Agreement or otherwise in the Plan Supplement (the “Class 7 Cash Payment”).
The following is the Amended summary of claims, classes, voting rights and projected recoveries:
Class 1 (“Priority Non-Tax Claims”) is unimpaired, presumed to accept and not entitled to vote on the Plan. The estimated allowed amount of claims is $100,000-$150,000 and estimated recovery is 100%.
Class 2 (“Other Secured Claims”) is unimpaired, presumed to accept and not entitled to vote on the Plan. The estimated allowed amount of claims is $50,000 and estimated recovery is 100%.
Class 3 (“Prepetition Credit Facility Claims”) is unimpaired, presumed to accept and not entitled to vote on the Plan. The estimated allowed amount of claims is $268,843,220 and estimated recovery is 100%.
Class 4 (“General Unsecured Claims”) is unimpaired, presumed to accept and not entitled to vote on the Plan. The estimated allowed amount of claims is $68,000,000-$73,000,000 and estimated recovery is 100%.
Class 5 (“Intercompany Claims”) is unimpaired, presumed to accept and not entitled to vote on the Plan. The estimated recovery is 100%.
Class 6 (“Intercompany Interests”) is unimpaired, presumed to accept and not entitled to vote on the Plan. The estimated recovery is N/A.
Class 7 (“Existing NORDAM Parent Interests”) is impaired and entitled to vote on the Plan. Each holder of an Allowed Existing NORDAM )receive on the Effective Date its pro rata share of (i) 100% of the NewCo Common Stock and (ii) the Class 7 Cash Payment.
New Exhibits Filed:
- Exhibit B – Financial Projections
- Exhibit C – Post-Effective Date Corporate Structure
The Court scheduled a hearing for January 30, 2019 to consider final approval of the Disclosure Statement and confirm the Plan.
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