| Schedule of Reconciles the Enterprise Value to Estimated Fair Value of Successor Common Stock |
The following table reconciles the enterprise value to the estimated fair value of the Successor Common Stock as of the Effective Date (in thousands, except per share data):
|
|
|
|
|
Enterprise value |
|
$ |
832,727 |
|
Plus: |
|
|
|
Cash and cash equivalents |
|
|
35,352 |
|
Restricted cash |
|
|
26,089 |
|
Less: |
|
|
|
Warehouse credit facilities of consolidated VIEs |
|
|
363,718 |
|
Long-term debt |
|
|
365,963 |
|
Fair value of Successor Equity |
|
$ |
164,487 |
|
Less: |
|
|
|
Successor warrants |
|
|
(2,825 |
) |
Fair value of Successor common stock |
|
$ |
161,662 |
|
Shares issued upon emergence |
|
|
5,163,109 |
|
Per share value |
|
$ |
31.31 |
|
The reconciliation of the Company’s enterprise value to reorganization value as of the Effective Date is as follows: (in thousands):
|
|
|
|
|
Enterprise value |
|
$ |
832,727 |
|
Plus: |
|
|
|
Cash and cash equivalents |
|
|
35,352 |
|
Restricted cash |
|
|
26,089 |
|
Other liabilities |
|
|
61,536 |
|
Reorganization value of Successor assets |
|
$ |
955,704 |
|
|
| Schedule of Pre-Petition Convertible Notes |
2. Represents the settlement of the Company's pre-petition Convertible Notes, as of the Effective date, which is calculated as follows (in thousands):
|
|
|
|
|
Convertible note |
|
$ |
290,488 |
|
Accrued interest on convertible senior note |
|
|
1,180 |
|
Liabilities subject to compromise |
|
|
291,668 |
|
Issuance of 92.94% of Successor common shares to prepetition convertible note holders (1) |
|
|
150,249 |
|
Gain on settlement of liabilities subject to compromise |
|
$ |
141,419 |
|
(1) Note the total issuances of Successor equity in the amount of $164.4 million was issued to Predecessor note holders in the amount of $150.2 million and Predecessor equity holders in the amount of $14.2 million. The total issuance to the Predecessor equity holders of $14.2 million included warrants of $2.8 million and 7.06% of Successor common shares totaling $11.4 million.
|
| Schedule of Consolidated Balance Sheet from the Adoption Fresh Start Accounting |
The adjustments set forth in the following condensed consolidated balance sheet as of January 14, 2025 reflect the effects of the transactions contemplated by the Plan and executed on the Effective date (reflected in the column “Reorganization Adjustments”), and fair value and other required accounting adjustments resulting from the adoption of fresh start accounting (reflected in the column “Fresh Start Accounting Adjustments”), (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 14, 2025 |
|
|
|
|
|
|
Reorganization |
|
|
|
|
Fresh Start Accounting |
|
|
|
|
|
|
|
|
Predecessor |
|
|
Adjustments |
|
|
Notes |
|
Adjustments |
|
|
Notes |
|
Successor |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
35,352 |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
|
|
|
$ |
35,352 |
|
Restricted cash |
|
|
26,089 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
26,089 |
|
Finance receivables at fair value |
|
|
505,084 |
|
|
|
— |
|
|
|
|
|
319,928 |
|
|
7 |
|
|
825,012 |
|
Finance receivables held for sale, net |
|
|
311,640 |
|
|
|
— |
|
|
|
|
|
(311,640 |
) |
|
7 |
|
|
— |
|
Interest receivable |
|
|
14,230 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
14,230 |
|
Property and equipment, net |
|
|
4,175 |
|
|
|
— |
|
|
|
|
|
(2,972 |
) |
|
8 |
|
|
1,203 |
|
Intangible assets, net |
|
|
103,852 |
|
|
|
— |
|
|
|
|
|
(89,652 |
) |
|
9 |
|
|
14,200 |
|
Operating lease right-of-use assets |
|
|
6,831 |
|
|
|
— |
|
|
|
|
|
4,196 |
|
|
10 |
|
|
11,027 |
|
Other assets |
|
|
32,919 |
|
|
|
(2,037 |
) |
|
1 |
|
|
(3,049 |
) |
|
11 |
|
|
27,833 |
|
Assets from discontinued operations |
|
|
758 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
758 |
|
Total assets |
|
$ |
1,040,930 |
|
|
$ |
(2,037 |
) |
|
|
|
$ |
(83,189 |
) |
|
|
|
$ |
955,704 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warehouse credit facilities of consolidated VIEs |
|
$ |
363,718 |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
|
|
|
$ |
363,718 |
|
Long-term debt |
|
|
361,464 |
|
|
|
— |
|
|
|
|
|
4,499 |
|
|
12 |
|
|
365,963 |
|
Operating lease liabilities |
|
|
11,027 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
11,027 |
|
Other liabilities |
|
|
46,875 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
46,875 |
|
Liabilities subject to compromise |
|
|
291,668 |
|
|
|
(291,668 |
) |
|
2 |
|
|
— |
|
|
|
|
|
— |
|
Liabilities from discontinued operations |
|
|
3,634 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
3,634 |
|
Total liabilities |
|
|
1,078,386 |
|
|
|
(291,668 |
) |
|
|
|
|
4,499 |
|
|
|
|
|
791,217 |
|
Stockholders’ (deficit) equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock - Predecessor |
|
|
2 |
|
|
|
(2 |
) |
|
3 |
|
|
— |
|
|
|
|
|
— |
|
Common stock - Successor |
|
|
— |
|
|
|
5 |
|
|
4 |
|
|
— |
|
|
|
|
|
5 |
|
Additional paid-in-capital - Predecessor |
|
|
2,095,033 |
|
|
|
(2,095,033 |
) |
|
5 |
|
|
— |
|
|
|
|
|
— |
|
Additional paid-in-capital - Successor |
|
|
— |
|
|
|
161,657 |
|
|
6 |
|
|
— |
|
|
|
|
|
161,657 |
|
Warrants - Successor |
|
|
— |
|
|
|
2,825 |
|
|
6 |
|
|
— |
|
|
|
|
|
2,825 |
|
Accumulated deficit |
|
|
(2,132,491 |
) |
|
|
2,220,179 |
|
|
2,13 |
|
|
(87,688 |
) |
|
13 |
|
|
— |
|
Total stockholders’ (deficit) equity |
|
|
(37,456 |
) |
|
|
289,631 |
|
|
|
|
|
(87,688 |
) |
|
|
|
|
164,487 |
|
Total liabilities and stockholders’ equity |
|
$ |
1,040,930 |
|
|
$ |
(2,037 |
) |
|
|
|
$ |
(83,189 |
) |
|
|
|
$ |
955,704 |
|
|