Item 1.03. Bankruptcy or Receivership.
Confirmation of Plan
On
Summary of Confirmed Plan
The Confirmed Plan provides that on the Effective Date of the Confirmed Plan a
Plan Administrator selected by the Term Lenders and consented to by the Company
will be appointed and empowered to implement the Confirmed Plan, collect and
distribute the proceeds from the liquidation of the Debtors and administer the
wind-down of the Wind-Down Debtors in accordance with the Confirmed Plan, in the
same fiduciary capacity as applicable to a board of managers, directors and
officers. Subject to the provisions of the Confirmed Plan, the Plan
Administrator will have all the rights, powers, and duties necessary to carry
out his responsibilities under the Confirmed Plan in accordance with the
Confirmation Order. Among other things, the Plan Administrator's
responsibilities include: (i) liquidating, receiving, holding, investing,
supervising, and protecting the assets of the Wind-Down Debtors; (ii) taking all
steps to execute all instruments and documents necessary to effectuate the
distributions to be made under the Confirmed Plan; (iii) employing, retaining,
terminating, or replacing professionals to represent it with respect to its
responsibilities; (iv) paying all reasonable fees, expenses, debts, charges, and
liabilities of the Wind-Down Debtors; (v) administering and paying taxes of the
Wind-Down Debtors, including filing tax returns; and (vi) exercising such other
powers as may be vested in it pursuant to order of the
The Confirmed Plan provides for appointment of a Monitor to work cooperatively with the Plan Administrator to ensure compliance with the Wind-Down Budget and a Claims Representative to ensure an efficient and fair claims reconciliation process and to oversee the prosecution of estate causes of action, among other things.
The Confirmed Plan creates nine classes of claims against and interests in the
Debtors. Holders of allowed claims in Class 1 (Other Priority Claims), Class 2
(Other Secured Claims), Class 3 (ABL Claims), Class 4 (Term Loan Claims) and
Class 5 (General Unsecured Claims) are entitled to receive certain
distributions, to the extent of available Distributable Proceeds after payment
of more senior claims pursuant to the Waterfall Recovery priority provisions of
the Confirmed Plan. Holders of claims in Class 6 (Intercompany Claims), Class 7
(Intercompany Interests), Class 8 (Interests in
The Effective Date of the Confirmed Plan will be the Business Day selected by
the Debtors on which: (a) no stay of the Confirmation Order is in effect;
(b) all conditions precedent specified in Article IX.A of the Confirmed Plan
have been satisfied or waived (in accordance with Article IX.B of the Confirmed
Plan); and (c) the Confirmed Plan is declared effective by the
The foregoing description is a summary of the material terms of the Confirmed Plan, does not purport to be complete and is qualified in its entirety by . . .
Item 3.03. Material Modification to Rights of Security Holders.
The Confirmed Plan provides that on the Effective Date, except as otherwise specifically provided for in the Confirmed Plan, 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, will be canceled and deemed surrendered as to the Debtors and the Debtors will not have any continuing obligations thereunder. The Confirmed Plan further provides that the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificates or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, indenture, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors shall be fully released, settled, and compromised.
The certificates, shares and ownership interests and related agreements, purchase rights, options and warrants to be cancelled on the Effective Date include all of the Company's common stock and related share purchase rights.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Confirmed Plan provides that on the Effective Date the Company's board of
directors will be dissolved and any remaining officers will be dismissed. Each
of the Company's directors,
Item 7.01 Regulation FD Disclosure
On
The information contained in this Item 7.01, including Exhibit 99.1, are not
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, and are not deemed to be incorporated by reference
into any of the Company's filings with the
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 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 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
As reported in a Form 12b-25 filed by the Company on
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Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this Form 8-K and the Monthly Operating Report
may constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Exchange Act. The Company may
also make forward-looking statements in other reports filed with the
Risks and uncertainties that may affect the Company's operations and performance
include, among others: risks and uncertainties associated with the Chapter 11
Proceedings; the effects of public health emergencies, including the COVID-19
pandemic; risks and uncertainties related to, and the impact of, the closure of
the Company's stores nationwide and its corporate headquarters, the length of
time its stores and corporate headquarters are closed and the associated costs
and loss of revenue and impact on liquidity; the failure by the Company to
identify, develop and successfully implement immediate action plans; the
inability of the Company to source, ship and deliver items of acceptable quality
to its
The Company assumes no obligation to update or otherwise revise its
forward-looking statements even if experience or future changes make it clear
that any projected results expressed or implied will not be realized. Additional
information concerning these risks and uncertainties is contained in the
Company's Annual Report on Form 10-K for the fiscal year ended
Item 9.01 Financial Statements and Exhibits
(a) - (c) Not Applicable. (d) Exhibits. Exhibit Description 2.1 Amended Joint Chapter 11 Plan ofPier 1 Imports, Inc. and Its Debtor Affiliates 99.1 Monthly Operating Report for the period beginningJuly 1, 2020 and endingJuly 31, 2020 99.2 Order Confirming the Amended Joint Chapter 11 Plan ofPier 1 Imports, Inc. and its Debtor Affiliates
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