| | • | | each holder of an Allowed General Unsecured Claim will receive, except to the extent such holder agrees to less favorable treatment, payment in full in Cash, Reinstatement, or such other treatment sufficient to render such holder’s Allowed General Unsecured Claim Unimpaired; and |
| | • | | each holder of Allowed Existing Parent Equity Interests will receive its pro rata share of the New Warrants, subject to dilution by the MIP Equity Shares. |
The Plan further provides for the issuance and distribution of the Exit Notes and New Diamond Common Shares, as set forth in the Plan and in accordance with the Rights Offerings and the Backstop Agreement, and the implementation of the other Restructuring Transactions set forth in the Plan.
The Plan also incorporates an integrated compromise and settlement of claims to achieve a beneficial and efficient resolution of the Chapter 11 Cases. Unless otherwise specified in the Plan or the Confirmation Order, 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. The Plan provides releases and exculpations for the benefit of the Debtors, certain of the Debtors’ claimholders, 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 Article VIII of the Plan.
The Company expects that the effective date of the Plan (as defined in the Plan, the “Effective Date”) will occur after all conditions precedent to the Plan have been satisfied. Although the Company is targeting occurrence of the Effective Date to occur on or around April 23, 2021, the Company can make no assurances as to when, or ultimately if, the Plan will become effective. It is also possible that certain amendments could be made to the Plan prior to the Effective Date.
Pursuant to the Plan, the Company’s common stock outstanding immediately before the Effective Date will be canceled and of no further force or effect after the Effective Date. As of February 4, 2021, the Company had 138,054,311 shares of common stock issued and outstanding. The new organizational documents of the reorganized Company will become effective on the Effective Date and will authorize the reorganized Company to issue New Diamond Common Shares pursuant to the Plan, including the New Warrants to holders of existing shares of common stock, in the amounts, and on the terms, set forth in the Plan and the Plan Supplement.
Pursuant to the Plan, the reorganized Company is authorized to issue the New Diamond Common Shares, the New Warrants, and the Exit Notes (collectively, the “New Capital”). The New Capital issued pursuant to the Plan, including any New Capital issued upon the exercise of the Subscription Rights to participate in the Rights Offerings and all New Capital issued to the Commitment Parties in respect of their commitments under the Backstop Agreement, including the Commitment Premium Exit Notes, will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by section 1145 of the Bankruptcy Code and, to the extent such exemption is unavailable, will be issued in reliance on the exemption provided by section 4(a)(2) under the Securities Act or another applicable exemption.
Information regarding the assets and liabilities of the Company as of the most recent practicable date is hereby incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2021.
Forward Looking Statements
Certain statements in this report and the exhibits attached hereto are forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of Section 27A of the Securities Act, and Section 21E of the Exchange Act. In addition, Company representatives may from time to time make oral forward-looking statements. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements may be identified by the words “anticipate,” believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “could,” “should,” “seek” and similar expressions. Forward-looking statements reflect the Company’s current expectations and assumptions regarding its business, the economy and other future events and conditions and are based on currently available financial, economic and competitive data and the Company’s current business plans. Actual results could vary materially depending on risks and uncertainties that may affect the Company’s operations,
