Tuscany International Drilling filed with the U.S. Bankruptcy Court a Joint Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, ‘The Plan contemplates certain transactions, including, without limitation, the following transactions…a newly–formed entity (the ‘NewCo’) organized by certain of the Prepetition Lenders for the purpose of consummating the transactions by this Plan will credit bid a principal amount of the Prepetition Credit Agreement Claims and/or DIP Facility Claims to be determined in exchange for all of the Purchased Assets of HoldCo (including its Equity Interests in TIH and certain Non–Debtor Affiliates)…the DIP Facility Claims will be satisfied in (i) Cash equal to the amount of such DIP Facility Claim;(ii) such other less favorable treatment as to which the Debtors or Reorganized Debtors, as applicable, and the Holder of such DIP Facility Claim shall have agreed upon in writing; or (iii) such other treatment of the Plan with the written consent of the DIP Facility Agent and Required DIP Lenders; the Holders of Prepetition Credit Agreement Claims and/or DIP Facility Claims will have their claims partially satisfied through the Purchase Price Credit Bid Component comprised of the Prepetition Credit Agreement Claims and/or DIP Facility Claims and their remaining Prepetition Credit Agreement Claims and/or DIP Facility Claims with respect to Holdco will be repaid in full and/or refinanced or replaced by obligations of NewCo (guaranteed by all Non–Debtor Obligors (as defined in the Credit Agreement)) under any Exit Facility; the Holders of General Unsecured Claims Against HoldCo and Intercompany Claims will not receive any recovery under the Plan; all Old Affiliate Interests in Affiliate Debtor shall remain effective on the Effective Date and be transferred to the Proposed Purchaser as part of the Purchased Assets; and all Old HoldCo Interests will be cancelled on the Effective Date…On the Effective Date, Reorganized HoldCo shall issue 100% of the Reorganized HoldCo Common Stock to the Plan Administrator pursuant to the Amended/New Organizational Documents. Reorganized HoldCo shall not be obligated to register the Reorganized HoldCo Common Stock under the Securities Act or Exchange Act or to list the Reorganized HoldCo Common Stock for public trading on any securities exchange or be a reporting issuer in any province of Canada. Distribution of the Reorganized HoldCo Common Stock shall be made, pursuant to the written instruction of Reorganized HoldCo, by delivery or book–entry transfer thereof. The NewCo Ownership Interests will constitute all of the equity interests in NewCo outstanding as of the Effective Date and shall be issued by NewCo in accordance with Article III of the Plan, subject to dilution on account of any shares issued in connection with the NewCo Incentive Plan. NewCo shall not be obligated to register the NewCo Ownership Interests under the Securities Act or Exchange Act or to list the NewCo Ownership Interests for public trading on any securities exchange or be a reporting issuer in any province of Canada. Distributions of the NewCo Ownership Interests shall be made, pursuant to the written instruction of NewCo, by delivery or book&@8211;entry transfer thereof by the applicable Distribution Agent as described in the Plan, as and to the extent practicable. Upon the Effective Date, after giving effect to the transactions contemplated by the Plan, the authorized capital stock or other equity securities of NewCo shall be that number of shares of NewCo Ownership Interests as may be designated in the Amended/New Organizational Documents. The New Equity Interests will be issued without registration under the Securities Act or any similar federal, state or local law.” The Debtors also filed the following Exhibits to the Disclosure Statement: Exhibit C: financial projections, Exhibit D: liquidation analysis and Exhibit E: historical financial statements. The Court scheduled a May 6, 2014 hearing on the Plan.
About Brandy Chetsas
Brandy L. Chetsas is editor in chief at Bankrupt Company News. She joined New Generation Research, Inc. in 1998. As Director of Strategic Content, she leverages 20+ years of communications and project management experience for the distressed investing sector--with particular expertise on corporate restructurings via Chapter 11. Brandy began her career writing for a law enforcement-related publication and teaching English courses at numerous colleges in the U.S. and abroad.