Member Info for Tegop

It is very well written and very comprehensive. These are the pertinent sections:

'In requesting further extra time, the Debtors, provided an update on their February 8th announcement that heralded an agreement with key stakeholders as to a restucturing path, albeit with negotiations aimed toward finalizing a deal still ongoing. Five weeks later (and having provided the Court with a disappointing update as to their sales efforts in the intervening period), the Debtors have "nearly reached an agreement with the Ad Hoc Lender Group and their advisors to refinance the debtor-in-possession financing facility through a restructuring support agreement" and "remain focused on developing a go-forward business plan and coalescing consensus across their capital structure for a value-maximizing chapter 11 plan."

What is in that "nearly" there RSA remains a mystery, with details possibly not forthcoming until the Debtors file their Disclosure Statement.'

Consensus across the capital structure could mean a vote for lenders and shareholders.

If you read dockets 1409 and 1410 ROW is as good as sold. TSA and SPA were arranged last month. Including FCA suspension of shares.

All that was left was the RSA for DIP restructuring that they Nearly came to agreement with see Waffen's link.

@Hexam,

So they all belong to Crown UK Holdco limited which is one level down from PLC. Got it.

We already have a buyer for ROW. Picturehouse previous owner sounds interested in that part. I wonder which asset vue has their eyes on.

Uk us jersey and canada are owned by crown us holdco limited. Clearly means an LLC.

Is that similar to an LLC? I.e there is a single share of 'Holdco' owning ROW and CINE can sell it?

Does that mean parent is not liable to the subsidiary's insolvency, in uk us and jersey at least.

@wolf,

You are saying each subsidiaries/assets have their own equity structure. That does not make sense to me.

Even in the 24 Feb RNS, a sale of the ROW was not confirmed. They only denied selling the entire company or C11 group. On the dockets, the sale is as good as done. 'Nearly' getting the RSA signed was also not mentioned. Now they want an extension to get the RSA sorted.

Can you explain why it is a share purchase agreement instead of an asset purchase agreement?

@wolf

I keep saying the ROW is being sorted POST C11 as was mentioned all the way from last year. Please read the RNS from august and sept.

If you do not believe there is a possibility shareholders will get anything more, i am not here to convince you.

One thing is sure, ROW has a buyer and they are done with their DD. the purchase contract should be one of those sealed documents. We do not know who or what amount, my bet is Mooky buying ROW.

They would have called it asset purchase agreement if that was the case. This is the ancillary proceedings post C11.

Assuming CINE loses UK US JERSEY assets(aka subsidiaries) to D4E via exchange of shares, cine shares will continue to exist.

Again. This is assuming the parent plc will not be liable to excess debts from the 'c11 group'.

@wolf,

Depends if this is an asset sale or a share sell right?

ROW is not a debtor on C11.

Share purchase agreement means buyer will pay cash to shareholders for ROW right? Anything outside of ROW's debt of course.

Share purchase agreement was being mentioned there. And they mentioned drafting RNS at 28 Feb. There was no RNS since, so that would be a miss?

That was enlightening. I notice how they differentiated 'debtor' and 'cineworld' there. And the company structure in the end was informative. Although, the credit statement is not up to date.

The website is well researched. Registering was worth it. Thanks waffen.

Were they going for a 'refinance' or a D4E?

Refinance means the show continues...

Latest docket is damning. They talked about TSA (for the new owners).

And FCA suspension of shares.

Any opinions?

1. They are still below cash flow positive.
2. The C11 allows them a stay on litigation, can renegotiate leases, cancel unfavorable lease, renegotiate loan terms.
3. C11 Cost a lot of money, they did it because they were out of options, exiting scot free is not one of the options.

@hexam,

So they purposely made the financials look bad on 2022, and make it look good on 2023 onwards. I fail to see any benefit in doing either.

FWIW, an actual audited earnings report would end our speculations.

There is no indication anywhere that the usual earnings report will proceed tomorrow. They usually announce it a week before the date, or announce delaying it.

The C11 process may be causing the delays.

I do not think they will lie on court documents.

Nonetheless, ad hoc Lenders and potential buyer will see the whole financial book for their DD.