TMB ... it looks like life support is about to be turned off. The "Forbearance Agreement" itself is simply staying "execution" until Feb. 7, 2021 ... but the Wolves have got you ... its just when the dinner bell is rung.
In the Forbearance agreement are the details of a proposed plan for a "Restructuring Sale Agreement" (RSA) (a prepacked plan for a bankruptcy judge to approve) ... which is in Section 6.12 starting on page 8. ... pasted below
(a) Borrowershall have established December 14, 2020 as the deadline for Miller Buckfire & Co., LLC (the “I-Banker”)to receive cash bids to acquire all or substantially all of the Borrower’s assets (“Bids”) pursuant toBankruptcy Code Section 363 sale (“Sale”).
(b) Onor prior to December 15, 2020, the Borrower shall have delivered to the Administrative Agent a summary report, in a reasonablelevel of detail, of all Bids received.
(c) Onor prior to December 18, 2020, the Borrower shall deliver to the Administrative Agent a comprehensive restructuring and capitalizationterm sheet for the Parent and its Subsidiaries as an alternative to a Sale (the “Restructuring Plan”).
So that's all already happened .... but I bet shareholders (bagholders?) have no idea of what the plan is or whether the banking syndicate would rather a RSA.
(d) Ifthe terms of the Restructuring Plan are acceptable to the Administrative Agent and Required Lenders:
(1) TheBorrower shall, on or prior to the expiration of eight (8) Business Days subsequent to the date on which the AdministrativeAgent has delivered notice to the Borrower as to whether (or not) the terms of the Restructuring Plan are acceptable to the AdministrativeAgent and the Required Lenders, which Administrative Agent shall use reasonable efforts to provide on or before December 23,2020 (December 23rd, or such later date on which such notice is provided, the “Notice Date”),deliver to the Administrative Agent and the Required Lenders a draft Restructuring Support Agreement (“Restructure RSA”);
(2) Onor prior to the expiration of fifteen (15) Business Days subsequent to the Notice Date, the Borrower shall enter into the RestructureRSA with the Loan Parties, the Administrative Agent, the Required Lenders, the Term Agent, requisite (not to be less than halfin number and two-thirds in amount) Term Lenders, and any other parties required to execute the Restructure RSA on terms satisfactoryto each of such parties in their sole discretion;
(3) Onor prior to the expiration of fifteen (15) Business Days subsequent to the Notice Date, finalize the terms for the use of cashcollateral and DIP financing required to pursue the Restructuring Plan in a Chapter 11 bankruptcy proceeding, with such terms tobe acceptable to the Administrative Agent and the Required Lenders in their sole discretion; and
(4) Onor prior to the expiration of twenty-five (25) Business Days subsequent to the Notice Date, file a voluntary petition for reliefpursuant to Chapter 11 of the Bankruptcy Code in U.S. Bankruptcy Court for the Southern District of Texas (a “Chapter11 Petition”).
REMEMBER the above was if the RSA is ACCEPTABLE to the Lenders (and bankruptcy is voluntary)
But what if the RSA is NOT ACCEPTABLE to the Lenders???
(e) Ifthe terms of the Restructuring Plan are not acceptable to the Administrative Agent and Required Lenders:
(1) TheBorrower shall, on or prior to the expiration of eight (8) Business Days subsequent to the Notice Date, delivery to the AdministrativeAgent and the Required Lenders a draft Restructuring Support Agreement (“Sale RSA”);
(2) TheBorrower shall, on or prior to the expiration of eight (8) Business Days subsequent to the Notice Date, deliver to the AdministrativeAgent drafts of the proposed Bankruptcy Code Section 363 sale and bid procedures motion, bid procedures, and bid proceduresorder (the “363 Pleadings”);
(3) Onor prior to the expiration of fifteen (15) Business Days subsequent to the Notice Date, finalize the terms of: (A) the 363Pleadings; and (B) the use of cash collateral and/or debtor-in-possession financing required to pursue the Sale in a Chapter11 bankruptcy proceeding, with such terms to be acceptable to the Administrative Agent and the Required Lenders;
(4) Onor prior to the expiration of fifteen (15) Business Days subsequent to the Notice Date (or such later date as approved by the AdministrativeAgent in its sole discretion to accommodate the credit approval process of the Lenders), the Borrower shall enter into the SaleRSA along with the Loan Parties, the Administrative Agent, the Required Lenders, on terms satisfactory to each of such partiesin their sole discretion, and any other parties required to execute the Sale RSA; and
(5) Onor prior to the expiration of twenty-five (25) Business Days subsequent to the Notice Date, file a Chapter 11 Petition in U.S.Bankruptcy Court for the Southern District of Texas.
This is what is an INVOLUNTARY Chapter 11 .... Sell the assets and payback what you can under as determined by the bankruptcy court judge.
Either way Sundance is time is up - sorry to say
Eric "The Grinch" ... remind me again, anyone - Bueller? the reason why SEA delisted ASX to relist NASDAQ was all about access to capital markets and the "more informed US investor" ... looks like they saw right through yah Eric!!
Oh and Mike Hannell ... I was right & I told you so in detail (you were there were you not TMB - have I got that right?).
SEA Price at posting:
16.5¢ Sentiment: None Disclosure: Not Held
