GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Backstop Commitment The Plan Sponsor (together with any third parties designated by the Plan Sponsor and reasonably acceptable to the Debtors, collectively, the “Equity Backstop Parties”) will provide the Backstop Commitment, which shall be $200 million (the “Equity Backstop Amount”), subject to certain adjustments as described herein and on the terms set forth in the Equity Backstop Commitment Agreement attached hereto as Exhibit E (including all schedules and exhibits thereto, the “Equity Backstop Commitment Agreement”). The Equity Backstop Commitment Agreement will provide for, among other things, a commitment fee (the “Equity Backstop Fee”) of 6% of the Equity Backstop Amount (which fee, for the avoidance of doubt, shall be in an amount equal to $12 million) payable to the Equity Backstop Parties (a) in New Common Stock on the Effective Date or (b) in cash, if the Effective Date has not occurred, upon the earlier of (x) consummation of an alternative transaction or (y) termination of the Equity Backstop Commitment Agreement in certain circumstances in accordance with its terms. The Rights Offering If Class 5 votes to accept the Plan, holders of Notes Claims (“Noteholders”) shall receive Subscription Rights to participate in the Rights Offering in an amount equal to $100 million (the “Maximum Noteholder Subscription Amount”). To the extent that Noteholders do not subscribe to their full Pro Rata share of the Maximum Noteholder Subscription Amount, Subscription Rights for such unsubscribed portion shall be made available to Noteholders and the Plan Sponsor (“Oversubscription Rights”) according to allocations and procedures in form and substance acceptable to the Plan Sponsor and the Debtors. For the avoidance of doubt, in the event that Class 5 is entitled to participate in the Rights Offering, the Plan Sponsor shall be entitled to participate in the Rights Offering (including Oversubscription Rights) on account of its Note Claims. Each dollar of Noteholder subscriptions to the Rights Offering up to the Maximum Noteholder Subscription Amount shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis up to $100 million (the “Noteholder Subscription Downsize”). Subscription Rights, including Oversubscription Rights, shall be transferable to eligible participants subject to the consent of the Plan Sponsor (not to be unreasonably withheld) and the Debtors based on elig...
GENERAL PROVISIONS REGARDING THE RESTRUCTURING. Initial Parties to Term Sheet (a) Honeywell; (b) Oaktree; and (c) Centerbridge.
GENERAL PROVISIONS REGARDING THE RESTRUCTURING. New Revolver3 Prior to the Effective Date, the Debtors will use commercially reasonable efforts to secure commitments for a secured revolving credit facility for up to $750 million of availability, which shall be undrawn as of the Effective Date. The New Revolver will be secured by a first Lien on substantially all of the Reorganized Debtors’ assets, subject to customary exclusions, pari passu with the Liens securing the New Term Loan and New Secured Notes. The New Revolver will be pari passu with the New Term Loan and New Secured Notes for payment; provided that the New Revolver may be senior in priority for payment at the Debtors’ discretion. New Capital Structure Prior to the Effective Date, the Debtors shall, in consultation with the Required Consenting HoldCo Creditors, use commercially reasonable efforts to raise the New Debt and obtain the optimal capital structure for the 1 This Plan Term Sheet is subject in its entirety to approval of the Debtors’ boards of directors, and with respect to conflicts matters, the Disinterested Directors and Managers. 2 Capitalized terms used but not defined in this Plan Term Sheet have the meanings given to such terms as otherwise defined in Exhibit A to this Plan Term Sheet. 3 Specific terms of the New Debt subject to change based on market conditions. GENERAL PROVISIONS REGARDING THE RESTRUCTURING Reorganized Debtors, which capital structure may be comprised of first-Lien and second-Lien debt and shall include the New Revolver for up to $750 million of availability. Net Funded Debt under such capital structure shall not exceed $7.0 billion. New Common Stock On the Effective Date, the Equity Issuer will issue the New Common Stock. The New Common Stock shall be subscribed for, and received, by the holders of Allowed Claims in exchange for their Claims in accordance with this Plan Term Sheet (either as a result of a contribution in kind of such Claims to the Equity Issuer in payment of the issue and subscription price of the New Common Stock or as a result of netting and setting off such Claims against the issue and subscription price payable by such holders to the Equity Issuer, as the case may be). If the Equity Issuer is a different Entity than the Debtor with respect to a particular Claim, such Claim will be contributed in kind (through any intermediate entities) to the direct parent company of such Debtor, such parent shall enter into a subscription agreement with such Debtor for additional shares, and the issue ...
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. Chapter 11 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. Tax Matters The Debtors shall structure and implement the Restructuring Transactions in a tax-efficient and cost-effective manner that preserves the Tax Unity.
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...
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. Restructuring Summary The Restructuring will be consummated through the commencement of the Chapter 11 Cases in the Bankruptcy Court for the Southern District of Texas to implement the Plan described herein on a pre-arranged basis. The Debtors intend to enter into the Restructuring Transactions to restructure the debt under the Revolving Credit Facility, FLLO Term Loan Facility, Second Lien Notes, and Unsecured Notes and take advantage of certain features of chapter 11. 1 Capitalized terms used but not defined in this Restructuring Term Sheet have the meanings given to such terms in Exhibit 1 to this Restructuring Term Sheet.
