$JASNQ Jason Industries Commences Solicitation of Prepackaged Plan of Reorganization and Files Chapter 11
Press Release | 06/24/2020
Jason Industries, Inc. (OTCQX: JASN) (“Jason” or the “Company”) today announced that it is taking two important steps in its previously announced comprehensive restructuring plan that, once completed, will deleverage the Company’s balance sheet by $250 million. The Company expects its day-to-day operations to continue without interruption and without disruption to its employees, customers, suppliers and vendors.
Jason previously entered into a restructuring support agreement (the “Agreement”) with holders of approximately 87 percent of its first lien debt that, pursuant to the terms of the Agreement, will ultimately delever the Company’s balance sheet by $250 million and position Jason for future success. All parties to the Agreement determined that the best way to implement the terms of the Agreement is through a prepackaged chapter 11 plan of reorganization (the “Plan”). Under the Plan, the Company’s first lien lenders have consented to provide the Company with the use of cash collateral to enable Jason to operate its business and minimize the effect of the restructuring for the benefit of Jason’s stakeholders.
To implement the Plan, today the Company commenced the formal process of soliciting votes from lenders to accept or reject the Plan. The Company already has support for the Plan from the vast majority of its first lien lenders, and is soliciting additional support from all of its lenders with the goal of obtaining full consensus. The Company will continue to take those actions necessary to complete its restructuring quickly and efficiently.
Also today, the Company and certain of its direct and indirect subsidiaries voluntarily filed petitions under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the Southern District of New York (the “Chapter 11 Cases”). Under the Chapter 11 Cases, the Company is seeking court approval to:
Honor all customer programs
Continue employee wages and benefits without interruption, and
Pay for goods and services provided to the Company.
“We have aggressively taken steps to simplify Jason and improve the performance and financial strength of our company over the past three years. While these actions have generated positive momentum, we were not able to realize the full benefits of our plans due to market cyclicality and disruptions brought on by the COVID-19 global pandemic,” stated Brian Kobylinski, Chief Executive Officer.
“Directly addressing our balance sheet will enable Jason and its operating businesses, Osborn and Milsco, to build upon our improved operational foundation and reap the benefits of recent cost-reductions and new business wins,” Mr. Kobylinski continued. “We thank our lenders, employees, customers and suppliers for their continued support throughout our process. We will emerge an even stronger company with the opportunity to realize its full potential.”
Moelis & Company LLC is acting as financial advisor, Kirkland & Ellis LLP is acting as legal counsel, and AlixPartners, LLP is acting as restructuring advisor to the Company in connection with the restructuring. Houlihan Lokey Capital, Inc. is acting as financial and restructuring advisor and Weil, Gotshal & Manges LLP is acting as legal counsel to the Company’s Ad Hoc Group of First Lien Creditors.
Additional Information
Additional information about the solicitation process is available at https://dm.epiq11.com/jason, by calling the Company’s claims agent, Epiq, at +1 (866) 897-6433 (Toll-Free) or +1 (646) 282-2500 (International), or by sending an email to tabulation@epiqglobal.com.
About Jason Industries, Inc.
Jason Industries, Inc. is a global industrial manufacturing company providing critical components and manufacturing solutions to customers through its Osborn (Richmond, Ind. and Burgwald, Germany) and Milsco (Milwaukee, Wis.) businesses. Headquartered in Milwaukee, Wis., Jason employs more than 1,900 people in 13 countries.
Cautionary Statement Concerning Forward Looking Statements
This press release contains “forward-looking statements” related to future events. Forward-looking statements contain words such as “expect,” “anticipate,” “could,” “should,” “intend,” “plan,” “believe,” “seek,” “see,” “may,” “will,” “would,” or “target.” Forward-looking statements are based on management’s current expectations, beliefs, assumptions and estimates and may include, for example, statements regarding the Chapter 11 Cases, the Company’s ability to complete the restructuring and its ability to continue operating in the ordinary course while the Chapter 11 Cases are pending. These statements are subject to significant risks, uncertainties, and assumptions that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the forward-looking statements, including risks and uncertainties regarding the Company’s ability to successfully complete a restructuring under Chapter 11, including: consummation of the restructuring; potential adverse effects of the Chapter 11 Cases on the Company’s liquidity and results of operations; the Company’s ability to obtain timely approval by the bankruptcy court with respect to the motions filed in the Chapter 11 Cases; objections to the Company’s recapitalization process or other pleadings filed that could protract the Chapter 11 Cases; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; the Company’s ability to comply with financing arrangements; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, including holders of the Company’s common stock; the bankruptcy court’s rulings in the Chapter 11 Cases, including the approvals of the terms and conditions of the restructuring and the outcome of the Chapter 11 Cases generally; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; risks associated with third party motions in the Chapter 11 Cases, which may interfere with the Company’s ability to consummate the restructuring or an alternative restructuring; increased administrative and legal costs related to the Chapter 11 process; potential delays in the Chapter 11 process due to the effects of the COVID-19 virus; and other litigation and inherent risks involved in a bankruptcy process. Forward-looking statements are also subject to the risk factors and cautionary language described from time to time in the reports the Company files with the U.S. Securities and Exchange Commission, including those in the Company’s most recent Annual Report on Form 10-K and any updates thereto in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These risks and uncertainties may cause actual future results to be materially different than those expressed in such forward-looking statements. The Company has no obligation to update or revise these forward-looking statements and does not undertake to do so.
The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases. The Company expects that holders of shares of the Company’s common stock could experience a complete loss on their investment, depending on the outcome of the Chapter 11 Cases.
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