Item 1.03. Bankruptcy or Receivership.
As previously announced, on June 24, 2020, Jason Industries, Inc. (the "Company"
and, as it may be reorganized pursuant to the Plan (as defined below), the
"Reorganized Company") and certain of its direct and indirect subsidiaries
(together with the Company, the "Debtors") commenced voluntary cases (the
"Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court"). The Chapter 11 Cases are being jointly administered for
procedural purposes only under the caption In re Jason Industries, Inc., et al.,
No 20-22766 (RDD).
On August 26, 2020, the Bankruptcy Court entered an order confirming the Joint
Prepackaged Plan of Reorganization of Jason Industries, Inc., and Its Debtor
Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (the "Confirmation
Order"), which approved and confirmed the Company's pre-packaged plan of
reorganization (the "Plan"). The Debtors expect that the effective date of the
Plan will occur once all conditions precedent to the Plan have been satisfied
(defined in the Plan as the "Effective Date").
Summary of the Plan
The following is a summary of the material terms of the Plan as approved and
confirmed by the Bankruptcy Court. This summary highlights only certain
substantive provisions of the Plan and is not intended to be a complete
description of the Plan. This summary is qualified in its entirety by reference
to the full text of the Confirmation Order, which includes the Plan as an
exhibit, which is attached hereto as Exhibit 2.1 and incorporated herein by
reference. Among other things, the Plan provides for (in each case, as more
fully described in the Plan):
• payment in full of administrative expense claims;
• a distribution to holders of first lien credit agreement claims of their pro
rata share of (i) a new senior secured term loan facility in the aggregate
principal amount of $76.6 million, (ii) a junior convertible secured term loan
facility in an aggregate principal amount of $50.0 million, (iii) 95.0% of the
New Jason Equity, subject to dilution by the Management Incentive Plan and the
New Junior Convertible Term Loans, (each as defined in the Plan), and (iv) the
right to offer the entirety of their pro rata distributions of both the New
Jason Equity and the junior convertible secured term loan facility to the First
Lien Backstop Put Parties (as defined in the Plan), if applicable;
• first lien credit agreement deficiency claims shall receive no distribution;
• a distribution to holders of second lien credit agreement claims of their pro
rata share of and interest in 5.0% of the New Jason Equity, subject to
dilution by the Management Incentive Plan and the New Junior Convertible Term
Loans;
• reinstatement or repayment in full of general unsecured claims;
• the cancellation of the Company's common and preferred stock.
Capital Structure
There were 29,250,911 shares of the Company's common stock outstanding as of
June 5, 2020. On the Effective Date, the Company's common and preferred stock
will be cancelled and holders thereof will not receive a distribution on account
of their equity interests. On the Effective Date, the Reorganized Company will
issue 4,700,000 shares of common stock on the Effective Date.
The shares of the common stock of the Reorganized Company issued pursuant to the
Plan will be issued without registration under the Securities Act of 1933, as
amended (the "Securities Act"), or any similar federal, state, or local law in
reliance upon section 1145 of the Bankruptcy Code and Section 4(a)(2) of the
Securities Act and Regulation D thereunder.
Certain Information Regarding Assets and Liabilities of the Company
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In the Debtors' most recent monthly operating report filed with the Bankruptcy
Court on August 21, 2020, the Debtors reported total assets of approximately
$259.1 million and total liabilities of approximately $441.6 million as of July
31, 2020. This financial information has not been audited or reviewed by the
Company's independent registered public accounting firm and may be subject to
future reconciliation or adjustments. This information should not be viewed as
indicative of future results.
Item 7.01. Regulation FD Disclosure.
On August 26, 2020, the Company issued a press release regarding the foregoing,
a copy of which is furnished herewith.
Cautionary Note Regarding the Company's Common Stock
The Company cautions that trading in the Company's securities during the
pendency of the Chapter 11 Cases is highly speculative and poses substantial
risks. On the Effective Date, the Company's common and preferred stock will be
cancelled, and holders thereof will not receive any recovery.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
2.1 Order Confirming the Joint Prepackaged Plan of Reorganization
of Jason Industries, Inc., and Its Debtor Affiliates Pursuant
to Chapter 11 of the Bankruptcy Code, including such Joint
Chapter 11 Plan of Reorganization.
99.1 Press release
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