Item 1.03. Bankruptcy or Receivership.
As previously reported, on September 9, 2019, Fred's, Inc. (the "Company") and
certain of its subsidiaries (collectively with the Company, the "Debtors") each
filed a voluntary petition in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") seeking relief under chapter 11 of
title 11 of the United States Code (the "Bankruptcy Code") (collectively, the
"Chapter 11 Cases"). The Chapter 11 Cases are being jointly administered under
the caption and case number, Fred's, Inc., et al., Case No. 19-11984 (Jointly
Administered). All documents filed with the Bankruptcy Court are available for
inspection at https://dm.epiq11.com/Freds. Additionally, the Company has
established a toll-free Restructuring Information Hotline for employees,
suppliers, landowners, investors, and other interested parties, at (855)
543-5393.
As previously reported, on June 4, 2020, following a confirmation hearing held
on June 1, 2020, the Bankruptcy Court entered Findings of Fact, Conclusions of
Law, and Order Confirming the Modified Amended Joint Chapter 11 Plan for the
Debtors (the "Confirmation Order"). The Confirmation Order confirmed the
Modified Amended Joint Chapter 11 Plan for the Debtors (as amended, supplemented
or otherwise modified, the "Plan of Liquidation"). Capitalized terms used but
not otherwise defined herein shall have the meanings given to such terms in the
Plan of Liquidation or Confirmation Order, as appropriate.
On June 19, 2020, the effective date of the Plan of Liquidation (the "Effective
Date") occurred. On June 19, 2020, the Debtors filed a Notice of Confirmation
and Occurrence of Effective Date of (I) Modified Amended Joint Chapter 11 Plan
of Fred's, Inc. and the Debtor Affiliates Set Forth Therein; and (II) Bar Dates
for Certain Claims (the "Notice of Effective Date") with the Bankruptcy Court. A
copy of the Notice of Effective Date is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
AS A RESULT OF THE PLAN OF LIQUIDATION BEING EFFECTIVE, ALL OF THE COMPANY'S
EQUITY INTERESTS, CONSISTING OF AUTHORIZED AND OUTSTANDING SHARES OF COMMON
STOCK OF THE COMPANY AND RELATED SHARE REPURCHASE RIGHTS, WERE CANCELLED WITHOUT
CONSIDERATION AND HAVE NO VALUE.
The Company will shortly file a Form 15 with the Securities and Exchange
Commission to terminate and suspend the reporting requirements related to its
common stock under Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"). Upon filing the Form 15, the Company intends to immediately
cease filing any further periodic or current reports under the Exchange Act.
Item 3.03. Material Modification of Rights of Security Holders.
As provided in the Plan of Liquidation, the obligations of any Debtor under any
certificate, share, note, bond, indenture, purchase right, or other instrument
or document, directly or indirectly evidencing or creating any indebtedness or
obligation of or ownership interest, equity, or portfolio interest in the
Debtors or any warrants, options, or other securities exercisable or
exchangeable for, or convertible into, debt, equity, ownership, or profits
interests in the Debtors giving rise to any Claim or Interest were cancelled and
deemed surrendered as to the Debtors and shall not have any continuing
obligations thereunder. The registered securities cancelled on the Effective
Date include all of the Company's Class A Common Stock and related share
purchase rights.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Notice of Confirmation and Occurrence of Effective Date of (I)
Modified Amended Joint Chapter 11 Plan of Fred's, Inc. and the Debtor
Affiliates Set Forth Therein; and (II) Bar Dates for Certain Claims
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