Checkout Holding – Creditors Representing $1.55bn of Debt Vote Overwhelmingly for Plan, Paving Way for Confirmation and Emergence

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January 29, 2019 – The Debtors’ claims agent notified the Court of the results of Plan voting [Docket No. 255]. Two voting classes were entitled to vote on the Plan and each of them voted to accept. As noted in the summary below, each of the classes will receive their pro rata share of the emerged Company’s New Common Stock. Holders of first lien debt claims (holding approximately $1.075bn in debt) will receive 90% of that equity and an estimated recovery of 17.4%-43.6%. Holders of second lien debt claims ($472mn in debt) will receive 10% of that equity and an estimated 3.8%-9.5% recovery.
Voting Results
 
  • Class 3 (“First Lien Debt Claims”) – 203 claims holders, representing $871,017,758.76 (or 100%) in amount and 100% in number, accepted the Plan. 
  • Class 4 (“Second Lien Debt Claims”) – 55 claims holders, representing $371,452,493.87 (or 92.53%) in amount and 98.21% in number, accepted the Plan. 1 claim holder, representing $30,000,000.00 (or 7.47%) in amount and 1.79% in number, rejected the Plan.
Summary of Impaired Classes

  • Class 3 (“First Lien Debt Claims”) was impaired and entitled to vote on the Plan. The total of claims in this class is $1,075,545,556.48 (minus the aggregate amount of the DIP Facility Roll-Up Loans) and each holder shall be entitled to receive its pro rata share of 90% of the New Common Stock issued on the effective date (subject to dilution by the Management Incentive Plan). Estimated recovery is 17.4%-43.6%.
  • Class 4 (“Second Lien Debt Claims”) was impaired and entitled to vote on the Plan. Each holder shall be entitled to receive its pro rata share of 10% of the New Common Stock issued on the Effective Date (subject to dilution by the Management Incentive Plan). The total of claims in this class is $471,987,841.37 and estimated recovery is 3.8%-9.5%. 
The Disclosure Statement states, “The Restructuring will leave the Debtors’ businesses intact and will substantially deleverage the Debtors’ capital structure. The Debtors’ balance sheet liabilities will be reduced from approximately $1.9 billion in secured and unsecured debt to approximately $281 million in secured debt, which represents a reduction of debt on the Effective Date of over 85% relative to the Petition Date. This deleveraging will enhance the Debtors’ long-term growth prospects and competitive position and allow the Debtors to emerge from the Chapter 11 Cases as a stronger company, better positioned to deliver value to its customers. The Plan contemplates the distribution of New Common Stock to the Debtors’ prepetition secured lenders (90% on account of Allowed First Lien Debt Claims and 10% on account of Allowed Second Lien Debt Claims, each subject to dilution by the Management Incentive Plan) and no impairment to the Debtors’ other creditors, except the NCS Rejection Claims and the General Unsecured PDM Claims. Further below is a short summary of the treatment of various creditor groups under the Plan.”

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