Item 1.03. Bankruptcy or Receivership.
As previously disclosed, on June 3, 2019, GUE Liquidation Companies, Inc., fka
FTD Companies, Inc. (the "Company") and substantially all of its domestic
subsidiaries (together with the Company, the "Debtors") filed voluntary
petitions commencing cases under chapter 11 of title 11 of the U.S. Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). The Debtors' chapter 11 cases (together, the
"Chapter 11 Cases") are being jointly administered under the caption, In re GUE
Liquidation, Inc., Case No. 19-11240 (LSS) (Bankr. D. Del.). The Debtors
maintain their remaining assets as "debtors-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
On December 19, 2019, the Bankruptcy Court entered an order (the "Confirmation
Order") confirming the First Amended Joint Plan of Liquidation for the Debtors,
as filed with the Bankruptcy Court on December 13, 2019 and as thereafter
modified (the "Plan"), which Plan modified the First Amended Joint Plan of
Liquidation for the Debtors, as filed with the Bankruptcy Court on October 28,
2019 (the "Previous Plan"). Previously, the Debtors filed with the Bankruptcy
Court a Disclosure Statement (Docket No. 840) in connection with the Previous
Plan (the "Disclosure Statement"). The description of the Confirmation Order
and the Plan contained herein does not purport to be complete and is qualified
in its entirety by reference to the Confirmation Order and the Plan, as
applicable. A copy of the Plan, as confirmed by the Bankruptcy Court, and the
Confirmation Order are attached hereto as Exhibits 2.1 and 2.2, respectively,
and are incorporated herein by reference. Copies of the Plan, the Confirmation
Order, the Disclosure Statement, other Bankruptcy Court filings and information
related to the Chapter 11 Cases are available on a separate website administered
by the Company's claims agent, Omni Management Group ("Omni"), at
www.omnimgt.com/GUE, or by calling Omni representatives toll-free at
1-866-205-3144 or 1-818-906-8300 for calls originating outside of the U.S.
Documents and other information available on such website are not part of this
Form 8-K and shall not be deemed incorporated by reference in this Form 8-K.
The effective date of the Plan (the "Effective Date") will occur on the business
day after all conditions set forth in the Plan have been met or waived in
accordance with the provisions therein. The Debtors will file a notice of
effective date with the Bankruptcy Court and will file an 8-K to that effect.
PURSUANT TO THE TERMS OF THE PLAN, ALL OF THE COMPANY'S EXISTING EQUITY
INTERESTS, CONSISTING OF AUTHORIZED AND OUTSTANDING SHARES OF COMMON STOCK OF
THE COMPANY, WILL BE DEEMED CANCELLED UPON THE EFFECTIVE DATE, AND THE COMPANY'S
SHAREHOLDERS WILL NOT RECEIVE OR RETAIN ANY DISTRIBUTION OR OTHER PROPERTY ON
ACCOUNT OF THEIR SHARES. AS OF THE DATE OF THE CONFIRMATION ORDER, THERE WERE
28,438,482 SHARES OF THE COMPANY'S COMMON STOCK OUTSTANDING.
Summary of the Plan
The following is a summary of the material terms of the Plan, as confirmed by
the Bankruptcy Court. This summary is qualified in its entirety by reference to
the Plan.
The Plan provides for the appointment of two liquidating trustees (the
"Liquidating Trustees") and for the transfer of the Debtors' remaining assets to
two liquidating trusts (the "Liquidating Trusts"). The Liquidating Trustees will
administer the Plan and the Liquidating Trusts. The Liquidating Trustees will
also serve as the representatives of the Debtors' estates (the "Estates") for
the purpose of liquidating causes of action belonging to the Estates, in
accordance with the Plan. Among other things, the Liquidating Trustees will
(i) resolve all disputed claims, (ii) make distributions to holders of allowed
claims in accordance with the terms of the Plan and (iii) otherwise implement
the Plan.
The classes and types of claims and interests in the Debtors are described in
the Plan, and terms used herein refer to the terms set forth in the Plan. Other
than Administrative Expense Claims and Priority Tax Claims, the claims and
interests in the Debtors are divided into five classes. The Plan generally
provides for payment in full, in cash, to holders of Allowed Class 1 Priority
Claims and Allowed Class 3 Other Secured Claims. Holders of Allowed Class 2
Secured Claims are generally entitled to receive their pro rata shares of
(i) the Debtor Liquidation Trust Assets in excess of any payments reserved to
fund the Debtor Liquidation Trustee Functions (other than payment of Allowed
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Secured Lender Claims) or to pay claims (other than Allowed Secured Lender
Claims) from such Debtor Liquidation Trust Assets; and (ii) the Additional
Secured Lender Recovery (each as defined in the Plan). Holders of Allowed
Class 4 Claims are generally entitled to receive their pro rata shares of
(i) the Committee Settlement Amount Net Proceeds; and (ii) the Committee
Liquidation Trust Retained Causes of Action Net Proceeds less the Additional
Secured Recovery (each as defined in the Plan). Holders of Allowed Class 5
Interests will not receive any distribution pursuant to the Plan; all Interests
will be cancelled as of the Effective Date.
Certain Information Regarding Assets and Liabilities of the Company
Information as to the assets and liabilities of the Debtors as of the most
recent practicable date was included in the Monthly Operating Report for the
period beginning November 1, 2019 and ending November 30, 2019 (the
"November Monthly Operating Report"), which was not prepared for the purpose of
providing the basis for an investment decision relating to any of the securities
of the Company or any of its subsidiaries. The November Monthly Operating Report
is limited in scope, covers a limited time period and has been prepared solely
for the purpose of complying with the monthly reporting requirements of the
Bankruptcy Court. The November Monthly Operating Report was not audited or
reviewed by independent accountants, was not prepared in accordance with
generally accepted accounting principles in the United States, is in a format
prescribed by applicable bankruptcy laws or rules, and is subject to future
adjustment and reconciliation. There can be no assurance that, from the
perspective of an investor or potential investor in the Company's securities,
the November Monthly Operating Report is complete. Results set forth in the
November Monthly Operating Report should not be viewed as indicative of future
results.
Item 3.03. Material Modification of Rights of Security
Holders.
Pursuant to the Plan, all equity interests in the Company (including outstanding
shares of common stock, options, warrants or contractual or other rights to
acquire any equity interests of the Company) will be deemed cancelled on the
Effective Date.
Following the Effective Date, the Company intends to file a Form 15 with the
Securities and Exchange Commission to terminate and suspend the reporting
requirements related to its common stock under the Securities Exchange Act of
1934 (the "Exchange Act").
Item 7.01 Regulation FD Disclosure.
On December 18, 2019, the Debtors filed with the Bankruptcy Court their
November Monthly Operating Report. The November Monthly Operating Report is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. The
November Monthly Operating Report, other Bankruptcy Court filings and other
information related to the Chapter 11 Cases are available on a separate website
administered by Omni, at www.omnimgt.com/GUE, or by calling Omni representatives
toll-free at 1-866-205-3144 or 1-818-906-8300 for calls originating outside of
the U.S. Documents and other information available on such website are not part
of this Form 8-K and shall not be deemed incorporated by reference in this
Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
or the Exchange Act, whether made before or after the date hereof and regardless
of any general incorporation language in such filings, except to the extent
expressly set forth by specific reference in such a filing. The filing of this
Item 7.01 of this report shall not be deemed an admission as to the materiality
of any information herein that is required to be disclosed solely by reason of
Regulation FD.
Cautionary Statement Regarding the Monthly Operating Report
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the November Monthly Operating
Report, which was not prepared for the purpose of providing the basis for an
investment decision relating to any of the securities of the Company. The
November Monthly Operating Report is limited in scope, covers a limited time
period and has been prepared solely for the purpose of complying with the
monthly reporting requirements of the Bankruptcy Court. The November Monthly
Operating Report was not audited
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or reviewed by independent accountants, was not prepared in accordance with
generally accepted accounting principles in the United States, is in a format
prescribed by applicable bankruptcy laws or rules, and is subject to future
adjustment and reconciliation. There can be no assurance that, from the
perspective of an investor or potential investor in the Company's securities,
the November Monthly Operating Report is complete. The November Monthly
Operating Report also contains information for a period which is shorter or
otherwise different from those required in the Company's reports pursuant to the
Exchange Act, and such information might not be indicative of the Company's
financial condition or operating results for the period that would be reflected
in the Company's financial statements or in its reports pursuant to the Exchange
Act. Results set forth in the November Monthly Operating Report should not be
viewed as indicative of future results.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and/or the November Monthly Operating Report
contain "forward-looking statements" within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, as amended,
based on our current expectations, estimates and projections about our
operations, industry, financial condition, performance, results of operations,
and liquidity. Statements containing words such as "may," "believe,"
"anticipate," "expect," "intend," "plan," "project," "projections," "business
outlook," "estimate," or similar expressions constitute forward-looking
statements. These forward-looking statements include, but are not limited to,
statements regarding the Company's future financial condition and future
business plans and expectations, including statements related to the effect of,
and our expectations with respect to, the operation of our business, adequacy of
financial resources and commitments, and the operating expectations during the
pendency of the Chapter 11 Cases and impacts to its business related thereto.
Potential factors that could affect such forward-looking statements include,
among others, risks and uncertainties relating to the Chapter 11 Cases,
including, but not limited to, the Company's ability to obtain Bankruptcy Court
approval of motions filed in the Chapter 11 Cases and consummate the plan of
liquidation, the effects of the Chapter 11 Cases on the Company and on the
interests of various creditors, equity holders and constituents, Bankruptcy
Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in
general, the length of time the Company will operate under the Chapter 11 Cases,
risks associated with third-party motions in the Chapter 11 Cases which may
interfere with the Company's ability to consummate the plan of liquidation; the
consequences of the acceleration of our debt obligations; the risks related to
the Company's delisting from Nasdaq and trading on the OTC Pink Market and the
other factors disclosed in the section entitled "Risk Factors" in our most
recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange
Commission ("SEC"), as updated from time to time in our subsequent filings with
the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. Such forward-looking statements are not guarantees of future
performance or results and involve risks and uncertainties that may cause actual
performance and results to differ materially from those predicted. Reported
results should not be considered an indication of future performance. Except as
required by law, we undertake no obligation to publicly release the results of
any revision to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
2.1 First Amended Joint Plan of Liquidation for GUE Liquidation
Companies, Inc. and its Debtor Affiliates Under Chapter 11 of the
Bankruptcy Code.
2.2 Order Confirming First Amended Joint Plan of Liquidation of GUE
Liquidation Companies, Inc. and its Debtor Affiliates Under
Chapter 11 of the Bankruptcy Code.
99.1 November Monthly Operating Report for the period ended
November 30, 2019, filed with the United States Bankruptcy Court
for the District of Delaware.
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