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As Of Filer Filing For·On·As Docs:Size 7/23/20 IMH Financial Corp 8-K:1,2,4,9 7/23/20 3:557K |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 47K 2: EX-10.1 Material Contract HTML 53K 3: EX-10.2 Material Contract HTML 147K
Document |
23-1537126 | ||
(Commission File Number) | (IRS
Employer Identification No.) | |
7001 N. Scottsdale Rd., Suite # 2050 | ||
(Address of Principal Executive Offices) | (Zip
Code) |
¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
• | The Company obtaining confirmation of the Plan, on terms consistent with the Restructuring Support Agreement and the Restructuring Term Sheet, no later than 120 calendar days after commencement of the Bankruptcy Case (the “Petition Date”); |
• | The
Company obtaining a senior secured super-priority debtor-in-possession financing facility in the approximate amount of $10.15 million or such other amount as may be consistent with the Budget (as defined in the Restructuring Support Agreement) (the “DIP Facility”), which amount includes an interim debtor-in-possession financing request of up to $1.9 million, to be provided by JPM to the Company; |
• | Subject to the satisfaction of customary conditions precedent for a loan of this nature, including, but not limited to, the entry by the Bankruptcy Court of a Confirmation
Order in form and substance satisfactory to JPM, the Company and JPM entering into a senior secured term loan exit facility (the “Exit Facility”) in an amount up to $71.0 million to (i) fund the Company’s obligations under the Plan; (ii) refinance the DIP Facility; (iii) to fund the Company’s ongoing obligations and working capital requirements after the date of the order entered by the Bankruptcy Court confirming the Plan (the “Plan Effective Date”); and (iv) to the extent that the Company’s obligations with respect to the secured
loan in the principal amount of $37.0 million made by the MidFirst Bank (the “Hotel Loan”) to L’Auberge de Sonoma, LLC, (the “Hotel Owner”) are not otherwise satisfied, to refinance the Hotel Loan (the “Hotel Refinancing”), such Hotel Refinancing (A) to be on terms and conditions acceptable to JPM in its sole discretion and (B) may be funded, at JPM’s election, through the |
• | The Company paying to the holders of the Company’s Series B-1 Cumulative Convertible Preferred Stock (the “Series B-1 Preferred Stock”) all dividends thereon (with interest, if any) that have accrued and remain unpaid as of the commencement of the Bankruptcy Case on the Petition Date; |
• | The
holders of the Series B-1 Preferred Stock, other than JPM, receiving on the Plan Effective Date, pro rata, the aggregate sum of $8,912,519 in cash, representing the redemption of all of the Series B-1 Preferred Stock of such holders, other than JPM, at par, in and final satisfaction, settlement, release, and discharge of, and in exchange for such Series B-1 Preferred Stock and all related claims or other rights; |
• | JPM receiving 100% of the new common stock of the Reorganized Company, on the Plan Effective Date, in full and final satisfaction of all Preferred Stock held by JPM, with aggregate redemption value of $71,300,347, in full and final satisfaction, settlement, release, and discharge of,
and in exchange of, such Preferred Stock and any and all related claims or other rights; |
• | In the event that the holders of the common stock of the Company (that is not treasury stock) (the “Common Stock”) votes to accept the Plan under Section 1126(d) of the Bankruptcy Code, the holders of Common Stock in the Company shall receive, pro rata, an aggregate cash payment of not less than $5,012,462 and not more than $7,518,694 (the “Common Equity Distribution”)
as more particularly described in the RSA, a copy of which is attached to this Report; |
• | All cash payments received by the class of interests under the Plan comprising all Common Stock (the “Common Equity Class”) shall be in full and final satisfaction, settlement, release, and discharge of, and in exchange for, their interests and all related claims or other rights, including any claims that are determined to be subordinated to the status of an equity security, whether under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise, and all such interests and related claims and rights shall be cancelled
on the Plan Effective Date. Notwithstanding the foregoing, in the event that the Common Equity Class votes to reject the Plan under section 1126(d) of the Bankruptcy Code, then the holders of the Common Stock shall receive no distribution under the Plan on account of their interests, including any claims that are determined to be subordinated to the status of an equity security, whether under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise, and all such interests and related claims and rights shall be cancelled on the Plan Effective Date. The Plan shall specify the Common Equity Class as an impaired class; |
• | In the event that the class of interests
under the Plan comprising all of the outstanding stock warrants (“Warrants”) of the Company (the “Warrants Class”) votes to accept the Plan under section 1126(d) of the Bankruptcy Code, the holders of Warrants issued by the Company shall receive, pro rata, an aggregate cash payment of $52,000, on the Plan Effective Date. All cash payments received by the Warrants Class shall be in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such interests and all related claims or other rights, including any claims that are determined to be subordinated to the status of an equity security, whether under general principles of equitable subordination, Section 510(b) of the Code, or |
• | If, at the
Company’s request, JCP Realty communicates with the holders of Common Stock or Warrants and expends material resources, on a best efforts basis, assisting the Company and the Company’s retained professionals in the Company’s solicitation of votes for the acceptance or rejection of the Plan from such holders consistent with section 1126(d) of the Bankruptcy Code, then the Company will reimburse JCP Realty for such efforts and expenses by paying JCP Realty a flat fee of $100,000 on the Plan Effective Date as authorized by the Confirmation Order; |
• | The
Company and JIA, on or before the Petition Date, enter into an Amended and Restated Non-Discretionary Investment Advisory Agreement (the “Amended and Restated JIA Agreement”), which the Company shall assume pursuant to the Plan and which shall become effective on and subject only to the occurrence of the Plan Effective Date. The form of the Amended and Restated JIA Agreement to be assumed and accepted by the Reorganized Company to be disclosed to the Bankruptcy Court in the Disclosure Statement with respect to the Plan (the “Disclosure Statement”); |
• | The
Company redeeming the holders of the preferred limited liability company interests (the “Hotel Fund Investors”) in L’Auberge de Sonoma Resort Fund, LLC, a Delaware limited liability company (the “Hotel Fund”), on terms and conditions acceptable to JPM in its sole discretion, to be effectuated on or after the Plan Effective Date (the “Hotel Fund Redemption”), JPM to fund the Hotel Fund Redemption pursuant to a separate credit facility with Hotel Owner in an original principal amount not to exceed $22.5 million, on terms and conditions consistent with the Restructuring Support Agreement and in all other respects acceptable to JPM in its sole discretion (the “Hotel Redemption Facility”); |
• | JCAM
providing certain administrative services to assist the Company in coordinating the Hotel Fund Redemption pursuant to which the Company shall pay JCAM a fee of $300,000 on the Plan Effective Date or such lesser amount as is set forth in the Hotel Administrative Services Agreement (as defined in the Restructuring Support Agreement); |
• | Cash payment in full of all secured claims and general unsecured claims on the later of the Plan Effective Date or the date such payment is due in the ordinary course, reinstatement of such claims
pursuant to section 1124 of the Bankruptcy Code or other such treatment rendering such claims unimpaired, in each case, at the option of the Company and with JPM’s consent; |
• | As of the Plan Effective Date, the Reorganized Company and its key management will enter into new employment and other management arrangements covering, without limitation, base salary, bonus, and executive benefits, provided that such management
personnel agree to, among other things, vote any interests held by them to accept the Plan under Section 1126(d) of the Bankruptcy Code and to not take any action inconsistent in any material respect with, or intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions; |
• | The Principal Parties shall support the DIP Facility, the Plan and confirmation of the Plan, and shall timely vote to accept the Plan (to the extent that they hold claims or interests entitled to vote with respect to the Plan) provided that the material terms of the Plan are consistent with the Restructuring Term Sheet; and |
• | JPM
may terminate the Restructuring Support Agreement on the occurrence of certain events, including, but not limited to, the following: (i) a material breach by any other party to the Restructuring Support Agreement of such party’s obligations, undertakings, representations, warranties or covenants under the Restructuring Support Agreement, any such breach is not cured (to the extent curable) within seven (7) business days after the date of such notice; (ii) the Company pursues, proposes or otherwise supports, or fails to actively oppose, any (A) restructuring of the Company’s obligations, other than in the Bankruptcy Case on the terms and conditions set forth in the Restructuring Support Agreement, (B) amendment or modification to the Plan, the Disclosure Statement or any other Definitive Document
(as defined in the Restructuring Support Agreement) that, in whole or in part, is inconsistent with the Restructuring Support Agreement in any material respect, or (C) the withdrawal of the Plan; (iii) an event occurs (including the granting of any relief by the Bankruptcy Court, but excluding the filing of the Bankruptcy Case) that has, or is reasonably expected to have, a material adverse effect on (X) the business, assets or financial condition of the Company, in each case taken as a whole, or (Y) the reasonable likelihood of the consummation of the Restructuring Transactions consistent with this Agreement, and in the case of any such inconsistent relief granted by the Bankruptcy Court, such relief is not sought to be dismissed, vacated or modified to be consistent with the Restructuring Support Agreement within seven (7) business days after the date of such notice; (iv) the failure
by the Company to provide to JPM and its advisors, reasonable access to (AA) the books and records of or relating to the Company and (BB) the Company’s management and advisors for the purposes of evaluating its business plans and participating in the process with respect to the consummation of the Restructuring; (v) the Company pursues, proposes or otherwise supports, or fails to actively oppose, any debtor-in-possession financing or the use of cash collateral other than pursuant to the DIP Facility; (vi) the failure by the Company to provide
to JPM and its advisors, reasonable access to (XX) the books and records of or relating to the Company and (YY) the Company’s management and advisors for the purposes of evaluating its business plans and participating in the process with respect to the consummation of the Restructuring; (vii) the Company engages in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness or other similar transaction outside the ordinary course of business, other than in the Bankruptcy Case to effectuate the Restructuring; (viii) the issuance by |
Exhibits | Exhibit
Description |
10.1 | |
10.2 |
By: | |
Chairman and Chief Executive Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 7/23/20 | 8-K/A | ||
7/21/20 | ||||
6/23/20 | ||||
6/11/20 | ||||
3/30/20 | 10-K | |||
12/31/19 | 10-K | |||
3/13/19 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/12/20 JPMorgan Chase & Co. SC 13D/A 1:96K IMH Financial Corp. Quality EDGAR So… LLC/FA |