There is no specific number of New Equity Interests reserved for future issuance in respect of claims and interests filed and allowed under the Plan. The New Equity Interests are not expected to be listed on any national securities exchange or registered with the Securities and Exchange Commission.
Unless otherwise specified, the treatment set forth in the Plan and Confirmation Order will be in full satisfaction of all claims against and interests in the Debtors, which will be discharged on the Effective Date.
Additional information regarding the classification and treatment of claims and interests can be found in Article III of the Plan.
The foregoing summaries of the Plan and the Confirmation Order do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan and the Confirmation Order, respectively.
Amended Credit Agreement
On the Effective Date, the Reorganized Debtors will enter into the First Amendment to Credit Agreement by and among CalAmp as the borrower (the “Borrower”), the other parties thereto, and Lynrock as lender (the “Amended Credit Agreement”). The Amended Credit Agreement has a seven year maturity, subject to optional and mandatory repayment provisions. Loans under the New Credit Agreement bear interest at an annual rate equal to the secured overnight financing rate as defined in the Amended Credit Agreement plus 6.75%.
Settlement, Releases and Exculpations
The Plan incorporates an integrated compromise and settlement of claims with the parties to the RSA to achieve a beneficial and efficient resolution of the Chapter 11 Cases. Unless otherwise specified, the settlement, distributions, and other benefits provided under the Plan, including the releases and exculpation provisions included therein, are in full satisfaction of all claims and causes of action that could be asserted as set forth in the Plan.
The Plan provides releases and exculpations for the benefit of the Debtors, certain of the Debtors’ claimholders, holders of interests, other parties in interest and various parties related thereto, each in their capacity as such, from various claims and causes of action, as further set forth in the Plan.
Post-Emergence Governance and Management
On the Effective Date, except as contemplated by the Plan or the documents to be executed in connection with the Plan, each of the Reorganized Debtors will continue to exist after the Effective Date as a separate entity pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the governance documents in effect prior to the Effective Date, except to the extent such New Corporate Governance Documents are amended under the Plan or otherwise.
On the Effective Date, the terms of the members of each of the Debtors’ boards of directors, boards of managers, sole managers, or other governing bodies will end, and the reorganized board of directors of CalAmp will initially consist of Cynthia Paul. The existing officers of the Debtors on the Effective Date will remain in their current capacities as officers of the Reorganized Debtors.
Share Information
As of July 11, 2024, CalAmp had 1,722,463 shares of common stock, par value $0.01 per share, issued and outstanding. As disclosed above, on or around the Effective Date, all of such Equity Interests will be cancelled.
Assets and Liabilities
Information regarding the assets and liabilities of the Debtors as of the most recent practicable date is hereby incorporated by reference to CalAmp’s Quarterly Report on Form 10-Q for the period ended November 20, 2023 (the “Form 10-Q”), filed with the Securities and Exchange Commission on January 9, 2024. This information should not be viewed as indicative of future results. A copy of the Form 10-Q is filed as Exhibit 13.1 hereto and incorporated by reference herein.
3
