Triad Guaranty and Wolfgang Holdings filed with the U.S. Bankruptcy Court an Amended Disclosure Statement related to the Company’s Amended Joint Plan of Reorganization.
According to documents filed with the Court, “The Plan provides that each Holder of an Allowed Administrative Expense Claim will receive either (i) payment in full in Cash for the unpaid portion of such Allowed Administrative Expense Claim or (ii) such other less favorable treatment as agreed to in writing by the Reorganized Debtor and such Holder….The DIP Financing Loan is a loan from Triad DIP Investors LLC in the amount of no less than $400,000 that was authorized and approved by the Bankruptcy Court….In consideration for Manderson acting as managing member of Wolfgang, a Proponent, on the date of filing of the Plan, the Debtor issued 900,000 shares of New Common Stock of the Debtor, to be granted as Restricted Stock to Manderson or his designee, vesting pursuant to the conditions of the grant agreed to between the Debtor and Manderson.”
In addition, “Vesting conditions include: (i) the Confirmation of the Plan; (ii) Manderson and the Reorganized Debtor entering into a mutually acceptable employment agreement, and (iii) Manderson’s continuous service as a director or executive officer of the Reorganized Debtor during a 3-year vesting period. On the Effective Date, the Reorganized Debtor shall perform the following: (a) All of the shares of the New Common Stock issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. (b) In addition, the New Common Stock will be subject to transfer restrictions summarized below (the ‘NOL Protective Provision’) to prevent an ‘ownership change’ within the meaning of IRC Section 382 from occurring until certain conditions summarized below are satisfied….The Reorganized Debtor’s Board shall consist of three (3) members upon the Effective Date: (i) Manderson, (ii) William T. Ratliff, III (or other nominee of the Holders of the Previously Issued Common Stock), and (iii) one (1) nominee recommended by the Investors and agreed upon by the Plan Proponents.”
The Court has scheduled the confirmation hearing of the plan to commence on October 31, 2017, with objections due by October 16, 2017. The Court subsequently approved the Disclosure Statement and scheduled an October 31, 2017 hearing to consider the Plan, with objections due by October 16, 2017.
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