RE: Can investors take egal action against copl when this is sold16 Mar 2024 08:36
From Monitor report 15 March 2024
"5.1.2 Qualified Bids
1. To be a “Qualified Bid”, a bid must meet the requirements outlined in paragraph 7 of the
SISP, including, among other things, that it:
a) provide for aggregate consideration, payable in cash in full on closing, in an amount
equal to or greater than:
i. all outstanding obligations under the Senior Credit Agreement (anticipated to be
US$44.46 million), unless otherwise agreed to by the lenders thereunder;
ii. all outstanding obligations under the DIP Term Sheet (anticipated to be US$11
million) plus cash consideration of US$250,000;
iii. any obligations in priority to amounts owing under the DIP Term Sheet, including
any Charges (anticipated to be US$500,000 and $3.5 million); and
iv. an amount to satisfy the Bid Protections (anticipated to be US$500,000)
(the “Consideration Value”), which is estimated to be at least US$56.71 million and
$3.5 million in the aggregate; (more follows)
5.1.3 Auction
1. If no Qualified Bids are submitted by the Qualified Bid Deadline, the Stalking Horse
Purchaser will be the Successful Bidder (as defined in the SISP) under the SISP.
2. If one or more Qualified Bids are received by the Qualified Bid Deadline, the Companies
will proceed with an auction process (the “Auction”) in accordance with the SISP, including
as follows:
a) bidding at the Auction shall be conducted in rounds. The Qualified Bid that represents
the highest or otherwise best Qualified Bid as determined by the Applicants, in
consultation with the Monitor, shall constitute the “Initial Bid” for the first round, and
any bid made at the Auction by a Qualified Party (as defined in the SISP) subsequent
to the Applicants’ announcement of the Initial Bid (each, an “Overbid”), must be made
in minimum cash purchase price increments of US$250,000 above the Initial Bid; (more follows)
6.0 Cash Flow Forecast
1. A copy of the Cash Flow Forecast prepared by the Applicants, which was reviewed and
discussed with the Monitor, is attached as Appendix “C”. This is the same Cash Flow
Forecast that was appended to the Pre-Filing Report and covers the period from March 7
to June 1, 2024. The Cash Flow Forecast contemplates that the Applicants are able to fund
their businesses within the confines of the DIP Facility. (breakdown follows but not included here)