Item 2.01 Completion of Acquisition or Disposition of Assets.
The Purchase Agreement included aggregate consideration of: (i)
The ultimate proceeds received by the Debtors from the Purchase Agreement were determined in accordance with the terms of a Settlement Agreement (the "Settlement Agreement") by and among (i) the Company, Centers,
Pursuant to the priority of the payments required under the Settlement Agreement, upon the consummation of the transactions contemplated by the Purchase Agreement, the Debtors received cash proceeds totaling
After payment of administrative expenses incurred in connection with the Bankruptcy Cases, the Company expects the remaining proceeds from the Purchase Agreement will be sufficient to repay all of Centers' general unsecured creditors in full. The Company expects all remaining proceeds will be used to provide for a partial payment to the Company's unrelated, unsecured and unsubordinated creditors. The Company does not expect that any proceeds from the Purchase Agreement will be used to repay claims by the Company's insider or subordinated creditors. The Company does not expect that any proceeds from the Purchase Agreement will be available for distribution to the Company's preferred or common stockholders.
The Company is preparing and intends to file a liquidating plan in Chapter 11 providing for the distribution of its remaining assets in accordance with the laws of bankruptcy as approved and ordered by the
Item 9.01. Financial Statements and Exhibits.
(b)(1) The Company does not expect to file pro forma financial information that would be required pursuant to Article 11 of Regulation S-X (17 CFR 210) or Rule 8-05 of Regulation S-X (17 CFR 210.8-05) in connection with the transactions described in this Current Report on Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibits hereto (collectively, this "Current Report") may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that are not statements of historical fact, including statements regarding the Company's strategy, future financial positions, future performance, prospects and plans and objectives of management, should be considered forward-looking statements. The Company often uses words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "may," "predict," "will," "would," "could," "should," "target" and similar expressions to identify forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including the outcome or timing of the Chapter 11 process, the effect of the Chapter 11 cases on our relationships with third parties, regulatory authorities and employees, proceedings that may be brought by third parties in connection with the Chapter 11 process or conditions to the proposed asset sale, and the timing or amount of any distributions to our stakeholders. Additionally, new risks and uncertainties emerge from time to time, and it is not possible for us to predict or assess the impact of every factor that may cause our actual results or events to differ from those contained in any forward-looking statements. Accordingly, investors should not place undue reliance on any forward-looking statements contained in this Current Report. Any forward-looking statements speak only as of the date of this Current Report. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
Cautionary Statement Regarding Bankruptcy Proceedings
The Company's securityholders and potential investors are cautioned that trading in the Company's securities during the pendency of the Chapter 11 cases will be highly speculative and will pose substantial risks. Trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company's Chapter 11 cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
As a result of the Chapter 11 cases, the Debtors are periodically required to file various documents with, and provide certain information to, the
Most of the Debtors' filings with the
W. Bennett Collett, Jr. President and Chief Executive Officer