| Item 7.01 |
Regulation FD Disclosure |
In addition to the chapter 11 cases filed by the Company and certain of its subsidiaries on June 19, 2023, the Company also filed on that date a motion (the “Motion”) seeking an order of the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) – which was granted by that Court on June 20, 2023 (the “NOL Order”) – establishing certain procedures (the “Procedures”) with respect to transfers of Beneficial Ownership of (as defined in the Motion), and declarations of worthlessness, with respect to the Company’s common stock and related relief, in order to protect the potential value of the Company’s net operating loss carryforwards and certain other tax benefits.
The Procedures, among other things, restrict transactions on or after June 19, 2023, involving, and require notices of the holdings of and proposed transactions by, any person or group of persons that is or, as a result of such a transaction, would become, a Substantial Stockholder of the common stock issued by the Company. For purposes of the Procedures, a “Substantial Stockholder” is any person or, in certain cases, group of persons, that beneficially owns, directly or indirectly (and/or owns options to acquire) at least 457,428 shares of common stock (representing approximately 4.5% of all issued and outstanding shares of common stock as of June 19, 2023). Pursuant to the Procedures, any Substantial Stockholder must provide notice of such person’s or group’s substantial ownership on or before the date that is the later of (i) 30 calendar days after the date of the notice of the NOL Order and (ii) 10 calendar days after such person or entity qualifies as a Substantial Stockholder.
As set out in the Procedures, prior to entering into any transfer of Beneficial Ownership of common stock that would result in (i) an increase or decrease in the amount of Stock of which a Substantial Stockholder has Beneficial Ownership or (ii) any entity or individual becoming or ceasing to be a Substantial Stockholder, the parties to such transfer must file with the Bankruptcy Court and serve on the Notice Parties (as defined in the Motion) an advance written declaration of the intended transfer in accordance with the Motion.
The Procedures further provide, among other things, that any person or entity that is or becomes a 50-percent shareholder must file with the Bankruptcy Court and serve upon the Notice Parties (as defined in the Motion), a declaration of such status on or before the later of (i) 30 calendar days after the date of the notice of the NOL Order and (ii) 10 calendar days after becoming a 50-percent shareholder. For purposes of the Procedures, a 50-percent shareholder is any person or entity that, at any time since December 31, 2019, has had Beneficial Ownership of 50% or more of the common stock. Prior to filing any U.S. federal or state tax return, or any amendment to such a return, or taking any other action that claims any deduction for worthlessness of beneficial ownership of stock for a taxable year ending before the Company’s emergence from chapter 11 protection, such 50-percent shareholder must file with the Court and serve upon the Notice Parties (as defined in the Motion), a declaration of intent to claim a worthless stock deduction.
The Company will have 30 calendar days after receipt of written declarations in connection with transfers of, and worthlessness with respect to, Beneficial Ownership of common stock to file objections.
Any prohibited transfer of stock of the Company on or after June 19, 2023, is null and void ab initio and may be subject to additional sanctions being imposed by the Bankruptcy Court. A direct or indirect holder of, or prospective holder of, stock issued by the Company should consult the Motion, the NOL Order, and the Procedures set forth therein.