Jack Cooper Holdings Corp.Files An 8-K Regulation FD DisclosureItem 7.01.Regulation FD Disclosure.
Jack Cooper Enterprises, Inc. (“JCEI”) and Jack Cooper Holdings Corp. (“JCHC” and, together with JCEI, the “Company”) announced yesterday that the Company signed a definitive restructuring support agreement with an ad hoc group (the “Ad Hoc Group”) of holders of the JCHC 9.25% Senior Secured Notes due 2020 (the “JCHC Notes”) on the terms of a consensual restructuring transaction (the “JCHC Support Agreement”). to the terms of the JCHC Support agreement, the Company amended the terms of the offer to purchase (the “Amended Tender Offer”) any and all of the outstanding JCEI 10.50%/11.25% Senior PIK Toggle Notes due 2019 (the “JCEI Notes” and together with the JCHC Notes, the “Existing Notes”) for cash and a related solicitation of consents to amend the JCEI Notes and related indenture and to a general release and waiver of claims as well as the offer to exchange (the “Amended Exchange Offer” and, together with the Amended Tender Offer, the “Amended Offers”) any and all of the JCHC Notes for (a) cash and (b) warrants issued by JCEI exercisable for shares of Class B common stock of JCEI and a related solicitation of consents to amend the JCHC Notes and related indenture, release the collateral securing the JCHC Notes and consent to a general release and waiver of claims. As previously announced, in conjunction with the Amended Offers, the Company is also soliciting votes (the “Plan Solicitation”) to accept a prepackaged plan of reorganization (the “Plan”). The terms of the Amended Offers, Consent Solicitations and Plan Solicitation are described more fully in an Amended and Restated Offer to Purchase and Offering Memorandum and Disclosure Schedule Soliciting Acceptances of a Prepackaged Plan of Reorganization, dated as of June 15, 2017 (the “Offering Memorandum and Disclosure Statement”).
The Offering Memorandum and Disclosure Statement noted that June 14, 2017 is the Record Date for purposes of the Plan Solicitation and that the persons in whose name the Existing Notes are registered as of the Record Date are eligible to vote on the Plan. The Company is making this disclosure to clarify that, to the extent Existing Notes are transferred on or after the Record Date and the holder of the Existing Notes who is the transferor had not previously executed and returned a ballot voting on the Plan, the right to vote on the Plan will also transfer with the Existing Notes to the transferee of such notes.