Core Insights - EVA Air and Southwest Airlines have established a new interline agreement, enhancing connectivity for EVA Air passengers traveling from Los Angeles, San Francisco, Seattle, and Chicago to various destinations across the U.S. via Southwest's network [1][2][4] Group 1: Partnership Details - The interline agreement allows passengers to book a single itinerary that includes flights from both airlines, with coordinated ticketing and through-checked baggage service [3] - Passengers will receive boarding passes for all segments at the first point of departure, simplifying the connection process [3] Group 2: Strategic Goals - The partnership aims to position EVA Air for long-term growth by combining resources with Southwest Airlines, enhancing operational efficiency and responding to market needs [4] - The collaboration is expected to provide competitive fares and broaden access to key routes, improving transpacific travel options [4] Group 3: Network Expansion - EVA Air currently operates 89 weekly flights to major U.S. and Canadian cities, with plans to increase this to 94 by year-end [5] - Through the partnership, passengers will gain access to over 100 cities across the U.S., significantly expanding travel options [5]

Core Insights - Southwest Airlines has extended its flight schedule through June 3, 2026, introducing new routes and a partnership with EVA Air [1][4] - The airline will begin service to St. Maarten, its first new international destination since 2021, starting April 7, 2026 [2][3] - New domestic routes include seasonal service from Knoxville to Denver and from Chicago O'Hare to Panama City, Florida, both starting April 9, 2026 [6][7] Company Developments - The new international service to St. Maarten will operate roundtrip once daily between St. Maarten and Orlando, with expanded weekend service to Baltimore/Washington [3] - The partnership with EVA Air allows for interline journeys connecting North America and Asia, available through EVA Air booking channels [5] - Southwest Airlines operates at 117 airports across 11 countries and carried over 140 million passengers in 2024 [8][9] Industry Context - EVA Air has been recognized with a SKYTRAX 5-Star Airlines award and has a strong presence in North America, offering 89 weekly flights connecting Taipei with major U.S. cities [10] - The expansion of routes and partnerships reflects a strategic move to enhance connectivity and customer options in the competitive airline industry [1][4]

Core Insights - The "Livestock Identification - Company Evaluation Report, 2025" provides a comprehensive analysis of the livestock identification market, highlighting key players, technological advancements, and emerging trends [1][2]. Market Overview - The livestock identification market is characterized by significant growth driven by the need for accurate animal disease traceability, automation technology adoption, and real-time tracking by livestock farmers [4]. - Over 100 companies were evaluated, with the top 25 recognized as leaders in the market [2]. Key Players - Major companies in the livestock identification market include Merck & Co., Inc. (US), Shearwell Data Ltd. (UK), Datamars (Switzerland), Nedap N.V. (Netherlands), and MS Schippers (Netherlands), offering a range of products from electronic identification tags to software solutions [3][5]. Market Dynamics - Key drivers of market growth include: - Focus on reducing livestock mortality and optimizing herd health [8]. - Increasing inclination towards data-driven decision-making in the livestock industry [8]. - Deployment of automated and IoT-enabled devices for livestock management [8]. - Emphasis on real-time animal tracking and identification [8]. - Challenges include limited adoption among small farmers due to budget constraints and the rise of vegan dining trends in Europe [8]. Competitive Landscape - Companies are adopting strategies such as product launches, acquisitions, and partnerships to enhance their market share [5]. - The competitive landscape is mapped based on revenue, geographic presence, and growth strategies [6]. Technology Analysis - Key technologies impacting the livestock identification market include Radio Frequency Identification (RFID), AI, Blockchain, GPS, and Big Data [11].

Core Insights - The integration of EVA Air into Sabre's multi-source content strategy enhances booking options for travel agencies, aligning with the airline's goal to improve customer experience through personalized fare choices [1][2][3] Company Overview - Sabre Corporation is a leading software and technology provider in the global travel industry, connecting travel suppliers and buyers through innovative products and technology solutions [5] - EVA Air, established in 1989, operates around 60 international routes, connecting Asia with Europe, North America, and Oceania [4][6] NDC Connectivity - The new NDC connection allows EVA Air's content to be integrated into Sabre's global distribution system, enabling travel agencies to compare flight options more efficiently [2][3] - NDC aims to enhance airline retailing by allowing carriers to distribute diverse and real-time travel options through third parties, providing travel sellers with more customization options for clients [3][4] Strategic Importance - The partnership with EVA Air reflects Sabre's commitment to providing airlines with solutions that support business growth while offering travel agencies a seamless way to manage various airline content [4]

Bankruptcy and Restructuring - The company filed for Chapter 11 bankruptcy on March 12, 2024, and is operating as a debtor-in-possession under the jurisdiction of the Bankruptcy Court[212] - Enviva secured a Debtor-in-Possession (DIP) financing facility of up to $500 million, with interim approval for borrowing up to $150 million, to fund operations and complete the Epes plant[220] - The company entered into a Restructuring Support Agreement (RSA) with key stakeholders, including holders of 6.5% Senior Notes due 2026, senior secured credit facility lenders, and green bondholders, to support a Chapter 11 reorganization plan[216] - Enviva proposed a Chapter 11 Plan of Reorganization, including an Equity Rights Offering to raise $250 million, a $1 billion first lien senior secured exit facility, and repayment of DIP loans and senior secured credit facility in cash[223] - The company filed motions for approval of a backstop agreement related to the Equity Rights Offering, with certain Equity Commitment Parties agreeing to backstop the offering[227] - The company secured a $1 billion first lien senior secured facility upon emergence from Chapter 11 cases, subject to Bankruptcy Court approval[228] - The company implemented a restructuring plan in 2023, resulting in $19.842 million in pre-tax restructuring expenses, including $6.553 million in cash-based employee severance and $11.825 million in non-cash equity-based compensation[231] - The company has filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Court, raising substantial doubt about its ability to continue as a going concern[309] - The company's ability to continue as a going concern is contingent upon compliance with DIP Financing covenants, approval of a Chapter 11 plan, and successful restructuring, with significant indebtedness in default raising substantial doubt about its financial viability[344] - The company filed for Chapter 11 bankruptcy, leading to uncertainty in asset realization and liability satisfaction, with potential material impacts on financial statement classifications[345] - The company plans to emerge from Chapter 11 after Bankruptcy Court approval, but financial statements do not reflect potential adjustments related to the bankruptcy filing[346] - The company entered into a $500 million DIP Financing agreement, with proceeds allocated to operating expenses, funding the Epes plant, and other approved expenditures[352] - The company proposed a Chapter 11 Plan of Reorganization, including a $250 million Equity Rights Offering and a $1 billion first lien senior secured exit facility[355] - The company entered into a Backstop Agreement to support the Equity Rights Offering, subject to Bankruptcy Court approval[357] - The company secured a commitment for a $1 billion first lien senior secured facility upon emergence from Chapter 11, pending Bankruptcy Court approval[358] Financial Performance and Metrics - Net revenue increased to $1,177.9 million in 2023, up by $83.6 million (7.6%) compared to $1,094.3 million in 2022, driven by a 14% increase in product sales volumes[256][257] - Product sales revenue rose to $1,217.7 million in 2023, a $137.9 million (13%) increase from $1,079.8 million in 2022, primarily due to higher sales volumes[257] - Cost of goods sold increased by $290.7 million (31%) to $1,218.1 million in 2023, largely due to a $123.3 million charge related to inventory repurchase and a 14% increase in sales volumes[262] - Adjusted EBITDA is a non-GAAP measure used to assess financial performance, excluding items like depreciation, interest expense, and restructuring costs[252] - Breakage revenue surged to $44.1 million in 2023, up from $6.4 million in 2022, due to adjustments in take-or-pay contracts[260] - Adjusted gross margin decreased by $251.6 million to $(34.5) million in 2023, impacted by lower average sales prices and reduced Support Payments[266][267] - Sales volumes increased by 673,000 metric tons (14%) to 5,327,000 metric tons in 2023, contributing to a $25.2 million increase in adjusted gross margin[268] - The company incurred $19.8 million in restructuring costs, including severance expenses, in 2023, compared to none in 2022[256] - Handling costs at discharge ports totaled $48.1 million in 2023, recoverable from customers but recognized as part of cost of goods sold[263] - Net loss for 2023 was $685.8 million, significantly higher than the $168.4 million loss in 2022 and $145.3 million loss in 2021[329] - Depreciation and amortization expenses increased to $166.1 million in 2023, up from $113.2 million in 2022 and $92.9 million in 2021[329] - Goodwill impairment of $103.9 million and asset impairment of $92.7 million were recorded in 2023, with no such impairments in previous years[329] - Net cash used in operating activities was $65.8 million in 2023, compared to $88.8 million in 2022 and $33.4 million provided by operating activities in 2021[329] - Purchases of property, plant, and equipment totaled $301.3 million in 2023, up from $217.8 million in 2022 and $332.3 million in 2021[329] - Net cash provided by financing activities was $420.2 million in 2023, down from $544.2 million in 2022 and $249.8 million in 2021[329] - Cash, cash equivalents, and restricted cash increased to $304.2 million at the end of 2023, up from $251.1 million at the end of 2022 and $18.5 million at the end of 2021[329] - Net revenue for the year ended December 31, 2023, totaled $1,177.853 million, with quarterly revenues of $275.069 million (Q1), $308.552 million (Q2), $340.826 million (Q3), and $253.406 million (Q4)[361] - Net loss attributable to Enviva Inc. for the year was $685.994 million, with quarterly losses of $109.990 million (Q1), $64.205 million (Q2), $84.211 million (Q3), and $427.588 million (Q4)[361] - Year-to-date net revenue for 2023 reached $924.4 million, with operating costs and expenses at $1.04 billion[366] - Year-to-date net loss for 2023 was $258.3 million, with a loss per common share of $3.70[366] - Net loss for the three months ended March 2023 was $116.9 million, and for the nine months ended September 2023, it was $258.3 million[377] - Depreciation and amortization expenses for the nine months ended September 2023 totaled $107.7 million[377] - Impairment of assets and loss on disposal of assets for the nine months ended September 2023 amounted to $27.7 million[377] - Non-cash equity-based compensation and other expenses for the nine months ended September 2023 were $40.0 million[377] - Net cash used in operating activities for the nine months ended September 2023 was $25.6 million[377] - Purchases of property, plant, and equipment for the nine months ended September 2023 totaled $212.5 million[377] - Net cash provided by financing activities for the nine months ended September 2023 was $427.7 million[377] - Cash, cash equivalents, and restricted cash at the end of September 2023 stood at $440.7 million[377] Operations and Production - Enviva owns and operates ten wood pellet production plants located in Virginia, North Carolina, South Carolina, Georgia, Florida, and Mississippi, with a new plant under construction near Epes, Alabama, designed to produce over one million metric tons (MT) of wood pellets annually[211] - The company's raw materials consist of low-value wood materials, such as byproducts of the sawmilling process and traditional timber harvesting, sourced from regions with low input costs and favorable transportation logistics[211] - In Q4 2022, the company entered into agreements to purchase 1.8 million MT of wood pellets between 2023 and 2025, with total contracted volumes reaching 2.8 million MT between 2022 and 2026[232] - The company recorded $37.2 million in gross proceeds from the sale of 0.2 million MT of wood pellets in 2023, alongside $79.3 million in interest expense related to financing liabilities[233] - The expiration of the Standstill Agreement in December 2023 resulted in a $177.8 million decrease in adjusted gross margin, including $111.6 million for inventory write-offs and $66.2 million for increased liabilities[235] - The company incurred $15.2 million in incremental costs due to the Omicron variant of COVID-19 in Q1 2022, impacting operations and production levels[237] - The war in Ukraine caused $5.1 million in incremental costs in 2022, primarily due to shipping dislocations and increased energy prices[238] - Production costs include labor, energy, repairs, and depreciation, with some contracts featuring price escalators to mitigate inflationary pressures[244] - Adjusted gross margin excludes items such as asset impairments, non-cash equity-based compensation, and effects of COVID-19 and the war in Ukraine, providing a measure of profitability on a per-metric ton basis[251] - Impairment of assets includes $44.5 million related to new plant development costs deemed no longer recoverable as of December 31, 2023[271] - The company recognized a pre-tax impairment of assets expense of $41.5 million for the Bond plant due to undiscounted cash flows being less than the carrying amount[271] - The Southampton plant impairment expense was $21.7 million due to the shutdown of an underperforming dryer line[272] - Selling, general, administrative, and development expenses decreased by $2.5 million to $117.2 million in 2023, primarily due to a $21.7 million decrease in acquisition and integration costs[273] - Total restructuring and related expenses for 2023 were $19.8 million, including $6.6 million in cash-based employee severance expenses[273] - Depreciation and amortization expense increased by $32.3 million (29%) to $145.4 million in 2023, primarily due to new assets placed in service[276] - Interest expense increased by $110.4 million to $182.0 million in 2023, driven by higher borrowings and floating interest rates[277] - The company generated negative adjusted EBITDA of $119.1 million in 2023, a $274.3 million decrease from the previous year[279] - Liquidity as of December 31, 2023, was $177.1 million, excluding cash restricted for construction projects[280] - Total debt as of December 31, 2023, was $1.8 billion, with $500.0 million DIP Facility as the primary debt facility as of July 31, 2024[289][290] - Net cash used in operating activities decreased by $23.0 million to $65.8 million in 2023 from $88.8 million in 2022, primarily due to a $33.2 million favorable change in working capital[293] - Net cash used in investing activities increased by $78.5 million to $301.3 million in 2023 from $222.8 million in 2022, mainly due to the construction of the Epes plant[294] - Net cash provided by financing activities decreased by $123.9 million to $420.2 million in 2023 from $544.2 million in 2022, driven by a $105.1 million decrease in debt issuance proceeds and an $84.8 million decrease in equity issuance proceeds[295] - The company's total debt had a carrying value of $1.8 billion and a fair value of $1.2 billion as of December 31, 2023[299] - The company's revenue is concentrated with four major power generators in Europe, exposing it to credit risk due to potential economic, political, or regulatory changes[301] - The company does not have any off-balance sheet arrangements as of December 31, 2023[296] - The company's market risk exposure is limited to normal business risks, as it does not engage in speculative transactions or use financial instruments for trading purposes[298] - The company may enter into derivative instruments to manage cash flow but does not use them for speculative or trading purposes[300] - The company is exposed to foreign currency exchange rate fluctuations but had no forward contracts or purchased options outstanding as of December 31, 2023[302] - Revenue from long-term take-or-pay off-take contracts and shorter-term contracts is a primary source of income, with complex accounting and auditing processes involved[314] - Customer assets of $100.3 million related to modified long-term take-or-pay off-take contracts are amortized and tested for recoverability[314] - Cash and cash equivalents increased significantly to $177,119 thousand in 2023 from $3,417 thousand in 2022[318] - Net revenue for 2023 was $1,177,853 thousand, compared to $1,094,276 thousand in 2022[321] - Net loss for 2023 was $685,810 thousand, a significant increase from $168,368 thousand in 2022[321] - Goodwill impairment of $103,928 thousand was recorded in 2023, compared to none in 2022[321] - Total assets decreased slightly to $2,530,809 thousand in 2023 from $2,551,440 thousand in 2022[318] - Long-term debt and finance lease obligations decreased to $16,300 thousand in 2023 from $1,571,766 thousand in 2022[318] - Accumulated deficit increased to $854,301 thousand in 2023 from $168,307 thousand in 2022[318] - Total comprehensive loss for 2023 was $685,840 thousand, compared to $168,470 thousand in 2022[323] - Shareholders' equity decreased from $270,664 thousand in 2021 to $286,756 thousand in 2022, and further declined to a deficit of $160,498 thousand in 2023[325] - Net loss increased significantly from $168,368 thousand in 2022 to $685,810 thousand in 2023[325] - Dividends declared decreased from $244,857 thousand in 2022 to $60,885 thousand in 2023[325] - Additional paid-in capital increased from $317,998 thousand in 2021 to $502,554 thousand in 2022, and further rose to $741,133 thousand in 2023[325] - Accumulated deficit grew from $168,307 thousand in 2022 to $854,301 thousand in 2023[325] - Noncontrolling interests remained relatively stable, decreasing slightly from $47,694 thousand in 2021 to $47,571 thousand in 2023[325] - Issuance of common shares increased from 4,945 thousand in 2022 to 6,605 thousand in 2023[325] - Non-cash equity-based compensation and other costs rose from $56,575 thousand in 2022 to $46,366 thousand in 2023[325] - Other comprehensive loss decreased from $102 thousand in 2022 to $30 thousand in 2023[325] - Total shareholders' equity (deficit) turned negative in 2023, reaching $160,498 thousand[325] - Net loss for 2023 was $685.8 million, significantly higher than the $168.4 million loss in 2022 and $145.3 million loss in 2021[329] - Depreciation and amortization expenses increased to $166.1 million in 2023, up from $113.2 million in 2022 and $92.9 million in 2021[329] - Goodwill impairment of $103.9 million and asset impairment of $92.7 million were recorded in 2023, with no such impairments in previous years[329] - Net cash used in operating activities was $65.8 million in 2023, compared to $88.8 million in 2022 and $33.4 million provided by operating activities in 2021[329] - Purchases of property, plant, and equipment totaled $301.3 million in 2023, up from $217.8 million in 2022 and $332.3 million in 2021[329] - Net cash provided by financing activities was $420.2 million in 2023, down from $544.2 million in 2022 and $249.8 million in 2021[329] - Cash, cash equivalents, and restricted cash increased to $304.2 million at the end of 2023, up from $251.1 million at the end of 2022 and $18.5 million at the end of 2021[329] - The company filed for Chapter 11 bankruptcy on March 12, 2024, and is operating as a debtor-in-possession[341] - Management is evaluating the company's ability to continue as a going concern, considering current financial condition and liquidity sources[343] - The company's ability to continue as a going concern is contingent upon compliance with DIP Financing covenants, approval of a Chapter 11 plan, and successful restructuring, with significant indebtedness in default raising substantial doubt about its financial viability[344] - The company filed for Chapter 11 bankruptcy, leading to uncertainty in asset realization and liability satisfaction, with potential material impacts on financial statement classifications[345] - The company plans to emerge from Chapter 11 after Bankruptcy Court approval, but financial statements do not reflect potential adjustments related to the bankruptcy filing[346] - The company entered into a $500 million DIP Financing agreement, with proceeds allocated to operating expenses, funding the Epes plant, and other approved expenditures[352] - The company proposed a Chapter 11 Plan of Reorganization, including a $250 million Equity Rights Offering and a $1 billion first lien senior secured exit facility[355] - The company entered into a Backstop Agreement to support the Equity Rights Offering, subject to Bankruptcy Court approval[357] - The company secured a commitment for a $1 billion first lien senior secured facility upon emergence from Chapter 11, pending Bankruptcy Court approval[358] - The company restated its 2023 interim financial statements due to accounting errors related to shipping and handling costs, property disposals, and repurchase transactions[359][360] - Net revenue for the year ended December 31, 2023, totaled $1,177.853 million, with quarterly revenues of $275.

Core Points - Eli Lilly and EVA Pharma have entered into a licensing agreement to manufacture and supply baricitinib for immunological diseases in 49 low- to middle-income countries in Africa, aiming to reach approximately 20,000 people by 2030 [1][2][3] - This initiative is part of Lilly's broader 30x30 initiative, which seeks to improve healthcare access for 30 million individuals in resource-limited settings annually by 2030 [2] - The collaboration will localize the entire value chain of baricitinib production in Africa, addressing manufacturing challenges and ensuring a sustainable supply of the medication [3][4] Company Overview - Eli Lilly is focused on expanding access to affordable and innovative medicines, having previously collaborated with EVA Pharma on insulin manufacturing for 56 countries [5][3] - EVA Pharma operates a high-containment facility and plans to begin sales of locally manufactured baricitinib by 2026, leveraging its pan-African reach and local manufacturing capabilities [4][5] - Both companies are committed to addressing unmet healthcare needs in low- to middle-income countries, with a focus on critical areas such as diabetes and immunological diseases [18][17]

Core Insights - GE Aerospace announced that EVA Air has placed an order for GEnx engines to power four new Boeing 787-10 Dreamliner aircraft, following a recent deal for the aircraft purchase [2] - The GEnx engine family has been in service since 2011, accumulating over 56 million flight hours and is recognized as GE Aerospace's fastest-selling high-thrust engine with nearly 3,000 units in service or on backlog [3] - EVA Air currently operates 15 GEnx powered Boeing 787s, which have shown excellent fuel efficiency, performance, and reliability, aiding the airline's fleet expansion to accommodate a growing route schedule [4] Company Overview - GE Aerospace is a leader in aerospace propulsion, services, and systems, with an installed base of approximately 44,000 commercial and 26,000 military aircraft engines [6] - The company employs a global workforce of 52,000 and has a history of over a century in innovation and learning, focusing on the future of flight [6] - EVA Air operates a diverse fleet of commercial and cargo planes, powered by several GE engines, including GEnx, GE90, and CFM 56 engines [5]

BETHESDA, Md.--(BUSINESS WIRE)--Enviva Inc. (NYSE: EVA) (“Enviva” or the “Company”), a leading producer of sustainably sourced wood-based biomass, today announced that the U.S. Bankruptcy Court for the Eastern District of Virginia (the “Court”) approved, among other matters, its previously announced $500 million debtor-in-possession financing (the “DIP Facility”) pursuant to the Debtor-in-Possession Credit and Note Purchase Agreement (the “DIP Facility Agreement”) and the procedures and related materials th ...

BETHESDA, Md.--(BUSINESS WIRE)--Enviva Inc. (NYSE: EVA) (“Enviva” or the “Company”), a leading producer of sustainably sourced wood-based biomass, today announced that it has entered into two Restructuring Support Agreements (“RSAs”): one RSA with an ad hoc group of holders (the “Ad Hoc Group”) representing approximately 72% of its senior secured credit facility, approximately 95% of its 2026 senior notes, approximately 78% of bonds related to its Epes, Alabama plant currently under construction (“Epes”), a ...

Restructuring Support Agreement - The Restructuring Support Agreement will become effective upon execution by the required percentage of creditors[13]. - The definitive documentation for the Restructuring will include the Plan and all related exhibits and schedules[19]. - The restructuring transactions will be subject to the completion of definitive documentation and approval rights of the parties involved[2]. - The Debtors are committed to completing the Restructuring as outlined in the Plan and will use commercially reasonable efforts to meet all milestones set forth in the Agreement[33]. - The Debtors will not solicit proposals for any restructuring transaction other than the Restructuring, ensuring focus on the current plan[34]. - The Debtors must provide timely notice of any events that could materially affect the Restructuring or lead to a breach of the Agreement[35]. - The Debtors are required to operate their business in the ordinary course and consistent with past practices during the Chapter 11 process[35]. - The Debtors will support the MS Bond Settlement and Epes Bond Settlement without imposing additional costs on any party[30]. - The Debtors are obligated to obtain all necessary governmental and regulatory approvals for the implementation of the Restructuring[33]. - The Debtors must oppose any third-party motions that could disrupt the Restructuring process[33]. - The company is required to comply with each milestone set forth in the restructuring agreement[40]. - The restructuring support parties have the right to terminate their obligations if any changes adversely affect the treatment of their claims compared to other classes[42]. - The company must negotiate in good faith to address any legal or structural impediments that may delay the restructuring[40]. - The holders of at least two-thirds of the 2026 Notes Claims can terminate the agreement if the company fails to meet any milestones[45]. - The company is prohibited from entering into any definitive agreements for mergers or acquisitions without prior consent from the majority consenting noteholders[40]. - Any material breach of the agreement by the company can lead to termination by the restructuring support parties[46]. - The company is not allowed to file any motions inconsistent with the restructuring agreement[40]. - The restructuring support parties can terminate their obligations if the company supports any alternative transaction without consent[46]. - The Debtors may terminate obligations under the Agreement upon the occurrence of specific events, known as "Debtor Termination Events"[49]. - The Agreement can be mutually terminated by written agreement among the Debtors and Restructuring Support Parties[50]. - A material breach by a Restructuring Support Party that remains uncured for five business days may lead to termination of the Agreement[51]. - The Debtors must comply with obligations to provide access and information to Restructuring Support Parties and Advisors[53]. - The Agreement will automatically terminate upon the occurrence of the Effective Date[50]. - The Debtors acknowledge that interest on all principal and interest related to the Senior Secured Credit Facility Loans will continue to accrue from the Petition Date[57]. - The Debtors will pay or reimburse all reasonable and documented fees and expenses related to the restructuring, including those for legal and financial advisors[58]. - The Agreement is legally valid and binding, enforceable against each Debtor in accordance with its terms, subject to bankruptcy laws[64]. - Each Restructuring Support Party represents that it has the requisite authority to enter into the Agreement and perform its obligations[62]. - The Agreement does not constitute a solicitation for acceptances to the Plan until the Disclosure Statement is received[60]. - The Parties reserve their rights if the transactions contemplated in the Agreement are not consummated[66]. - The agreement requires prior written consent from affected lenders for any modifications that disproportionately affect their claims[71]. - The company has waived the right to a jury trial in any disputes arising from the agreement, opting for bench trials instead[73]. - The agreement is governed by the laws of the State of New York, with exclusive jurisdiction in New York courts[72]. - The company emphasizes that no third-party beneficiaries are intended under the agreement, which is solely for the benefit of the parties involved[74]. - All notices related to the agreement must be in writing and delivered to specified addresses[75]. - The agreement constitutes the entire understanding between the parties, superseding all prior negotiations and agreements[79]. - The company reserves the right to protect its claims and defenses, even if the restructuring plan is not consummated as outlined[82]. - Public disclosures regarding the agreement are subject to confidentiality provisions, with certain exceptions for legal requirements[81]. - The agreement allows for electronic execution and delivery of counterparts, facilitating the signing process[80]. Chapter 11 Process - The Restructuring will be implemented through jointly administered voluntary cases under Chapter 11 of the Bankruptcy Code[9]. - The Debtors plan to commence Chapter 11 Cases by filing petitions for relief no later than March 12, 2024[25]. - The Debtors aim to obtain entry of the Interim DIP Order within seven calendar days after the Petition Date[25]. - The Debtors are required to file the Plan and Disclosure Statement with the Bankruptcy Court no later than 120 calendar days after the Petition Date[27]. - The Bankruptcy Court is expected to enter the Confirmation Order no later than 185 calendar days after the Petition Date[27]. - The Debtors will have consummated the transactions contemplated by the Plan no later than 205 calendar days after the Petition Date[27]. - The Debtors will seek to reject certain Rejected Customer Contracts within 45 calendar days after the Petition Date[25]. - The Debtors will hold weekly update calls with the Ad Hoc Group to discuss business operations and the progress of the Chapter 11 Cases[35]. - The Bankruptcy Court's order granting relief from the automatic stay could materially affect the Debtors' ability to operate[48]. - The Debtors must provide draft copies of significant motions and press releases to the Ad Hoc Group at least three business days prior to filing[53]. Financing and Capital Structure - The proposed DIP financing includes a total of $500 million, with Tranche A and Tranche B each amounting to $250 million, where Tranche A can be converted into reorganized equity[109]. - The company aims to negotiate a new 1L RCF of $750 million, which will be secured by a first lien on substantially all assets[108]. - The Management Incentive Plan (MIP) will grant 3.5% of reorganized equity in the form of RSUs at emergence, with an additional 6.5% at the discretion of the new board[108]. - The restructuring plan anticipates a valuation ceiling based on total enterprise value (TEV) equal to the sum of prepetition secured debt claims plus anticipated DIP loans[108]. - The company plans to repay Tranche B DIP and any Tranche A amounts not converted at emergence using proceeds from the new financing[108]. - Existing equity holders will have the ability to participate in the company-allocated portion of the DIP commitments[109]. - The restructuring proposal includes provisions for customary minority investor protections and information rights[108]. - DIP loans will include an option to be repaid in cash at par plus a 3% Exit Fee or converted into equity at a discount equivalent to the ERQ discount[110]. - A maximum variance of $2 million or 15% is permitted for liquidity covenants, excluding professional fees and expenses[110]. - Minimum liquidity covenant set at $30 million, tested daily[110]. - Weekly testing of adequate protection claims and liens, with new budgets issued every four weeks[110]. - Filing of an Acceptable Plan of Reorganization and Acceptable Disclosure Statement by the Debtors is scheduled for T + 120 days[110]. - Entry of the Final DIP Order is expected by T + 35 days[110]. - Monthly financial reporting will include bi-weekly variance reporting and updated budgets due every four weeks[110]. - DIP lenders will have access to a private side datasite for critical vendor and contract negotiation reports on a weekly basis[110]. - The Exit Fee will be 5% if repaid in cash for reasons other than declining the Conversion Option[110]. - Customary professional fee carveout to be agreed upon as part of the DIP terms[110]. Stakeholder Engagement - The Debtors will deliver an initial draft of their revised long-term business plan to the Ad Hoc Group no later than 90 calendar days after the Petition Date[25]. - The restructuring support parties are committed to cooperate with the Debtors to obtain approval of the DIP Financing[27]. - The Debtors will negotiate modifications to certain Customer Contracts with key customers in consultation with the Ad Hoc Group[29]. - The Debtors will provide the Ad Hoc Group with documentation related to any unsolicited Alternative Transaction Proposals received[34]. - Transfers of Company Claims/Interests are restricted unless the transferee agrees in writing to be bound by the Agreement[54]. - Qualified Marketmakers are exempt from becoming Restructuring Support Parties for certain transfers of Company Claims/Interests[55].