Common use of Transaction Overview Clause in Contracts

Transaction Overview. Overview of the Restructuring: The Restructuring will be implemented through the commencement of prepackaged Chapter 11 Cases by the Company to pursue confirmation of the Plan, which will be solicited to holders of Senior Notes Claims prior to the Petition Date. As a component of the Restructuring and consistent with the Equity Rights Offering Documents, (i) each Senior Noteholder will be offered the right to purchase its Pro Rata share of New Common Shares for an aggregate purchase price of $150,150,000 (the “Senior Noteholder Rights Offering”) and (ii) subject to the Existing Equity Cash Out (as defined below), each holder of Existing Equity Interests will be offered the right to purchase its Pro Rata share of New Common Shares for an aggregate purchase price of up to $14,850,000 (the “Existing Equity Interests Rights Offering,” and together with the Senior Noteholder Rights Offering, the “Equity Rights Offerings”), in each case, at a price per share equal to a 26% discount to Plan Value based on the lower of (A) the Total Enterprise Value or (B) an assumed total enterprise value of $425 million. The proceeds of the Equity Rights Offerings will be used by the Company to (i) provide additional liquidity for working capital and general corporate purposes, (ii) pay all reasonable and documented Restructuring Expenses, and (iii) fund Plan distributions. As of the Effective Date, the Revolving Credit Agreement Claims, Senior Notes Claims, Existing Equity Interests, and Other Equity Interests will be cancelled, released, and extinguished and will be of no further force and effect.

Transaction Overview. Overview of the Restructuring: The Restructuring will be implemented through the commencement of prepackaged Chapter 11 Cases commenced by the Company to pursue confirmation of a prenegotiated chapter 11 plan consistent with the Plan, which will be solicited to holders of Senior Notes Claims prior to the Petition Dateterms herein. As a component of the Restructuring and consistent with the Equity Rights Offering Documents, (i) each Senior eligible 1.5L Noteholder will be offered the right to purchase up to its Pro Rata share of New Common Shares for an aggregate purchase price value of up to $150,150,000 475 million (as described below, the “Senior Noteholder Rights Offering”) and (ii) subject to ). The Company may also, with the Existing Equity Cash Out (as defined below)consent of the Initial Supporting Noteholders, each holder of Existing Equity Interests will be offered the right to purchase its Pro Rata share consummate a private placement of New Common Shares, subject to dilution by the ▇▇▇▇▇ Shares and EIP Shares, for an aggregate purchase price of up to $14,850,000 75 million (the “Existing Equity Interests Rights Offering,” and together with the Senior Noteholder Rights Offering, the “Equity Rights OfferingsPrivate Placement”), in each caseCash, at a price per share equal on terms acceptable to a 26% discount to Plan Value based on the lower of (A) Company and the Total Enterprise Value or (B) an assumed total enterprise value of $425 millionInitial Supporting Noteholders. The proceeds of the Equity Rights Offerings Offering and the Private Placement will be used by the Company to (i) provide additional liquidity for working capital pay down the DIP Facility and general corporate purposesthe RBL Facility, (ii) pay all reasonable and documented Restructuring Expenses, and (iii) fund Plan distributions, case administration expenses, and exit costs. The terms of the Rights Offering shall be in accordance with the Backstop Agreement to be executed concurrently with the PSA and otherwise acceptable to the Initial Supporting Noteholders. On the Effective Date, Apollo and Access may contribute their equity interests in ▇▇▇▇▇ to the Reorganized Debtors in exchange for the ▇▇▇▇▇ Shares, subject to the agreement of the Company, Access and the Initial Supporting Noteholders. As of the Effective Date, the Revolving Credit Agreement DIP Claims, Senior RBL Claims, 1.5L Notes Claims, Unsecured Notes Claims, General Unsecured Claims, Existing Equity Interests, and Other Equity Interests will be cancelled, released, and extinguished and will be of no further force and or effect.