- Current report filing (8-K)
09 12월 2010 - 3:44AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
December 7
, 2010
California Coastal Communities, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
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0-17189
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02-0426634
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6
Executive Circle, Suite 250, Irvine, California
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92614
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(Address of principal
executive offices)
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(Zip Code)
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Registrants telephone
number, including area code
(949) 250-7700
Not
Applicable
(Former name or former
address, if changed since last report.)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.03. Bankruptcy
or Receivership.
On December 7, 2010, California
Coastal Communities, Inc. (the Company) and certain of its direct and
indirect wholly-owned subsidiaries (collectively with the Company, the Debtors)
filed a motion for authority to enter into a Plan Support Agreement with a
majority of its senior lenders comprising 81% of the senior revolving loan and
88 % of the senior term loan (the Lenders) that will enable the Company to
proceed with a consensual plan of reorganization (the Plan) with respect to
its Chapter 11 bankruptcy cases (the Chapter 11 Cases). The Chapter 11 Cases are being jointly
administered in the United States Bankruptcy Court for the Central District of
California (the Bankruptcy Court), Case No. 09-21712-TA. The Plan will be subject to approval by the
Bankruptcy Court following Bankruptcy Court approval of the Debtors disclosure
statement and solicitation of votes from creditors, and there can be no assurance
that Bankruptcy Court approval will be obtained.
Under
the proposed Plan:
(i) There will be no recovery by the holders of
the Companys outstanding common stock.
(ii) Certain of the Lenders
will enter into a debtor-in-possession term loan agreement (the DIP
Credit Agreement), pursuant to which
they will lend an aggregate of $15 million, in the form of senior secured
super-priority loan advances, as follows:
$5.0 million upon the Bankruptcy
Courts interim approval of the DIP Credit Agreement; and
$10.0 million upon final approval of
the DIP Credit Agreement by the Bankruptcy Court.
(iii) Lenders under the DIP
Credit Agreement will have an option to be converted into a first lien position
in the principal amount of $15.0 million with an expected maturity date of March 1,
2013 and will be paid interest at an annual rate of Libor + 750 basis points
with a Libor floor of 250 basis points (resulting in a current rate of 10.0%).
(iv) The $81.7 million existing
senior revolving loan will be converted into a new second lien position loan,
with an expected maturity date of March 1, 2016 and will be paid interest
at the same rate as the DIP Credit Agreement.
(v) The existing $99.8 million
senior term loan holders will receive a pro rata share of (a) a new third lien position loan in
the principal amount of $44.0 million, with an expected maturity date of March 1,
2017 without any amortization required until the first and second lien loans
are fully repaid and bearing interest at an annual fixed rate of 15%, with all
of such interest accruing and being added to the principal balance until the
first and second lien loans are fully repaid; and (b) 100% of the equity
in the reorganized Company.
(vi) General unsecured
creditors will share on a pro rata basis, based on the face amount of allowed
claims, in a $2 to 3 million trust for general unsecured claims.
A copy of the press release dated December 7,
2010 announcing, among other things, the filing of the motion for authority to
enter into the Plan Support Agreement for implementation of the proposed Plan
and the DIP Credit Agreement is attached hereto as Exhibit 99.1.
This Form 8-K contains
forward-looking statements that are subject to certain risks and uncertainties
that could cause actual results to differ materially from those projected. The
most significant among these risks and uncertainties are: (i) the ability
of the Company to continue as a going concern; (ii) the Companys ability
to obtain Bankruptcy Court approval with respect to the DIP Credit Agreement,
the Plan Support Agreement and the Plan, and other motions in the Chapter 11
Cases; (iii) risks associated with third party motions in the Chapter 11
Cases which may interfere with the Companys ability to consummate the Plan; (iv) the
ability to execute the Companys business and restructuring plan; (v) the
Companys ability to maintain contracts that are critical to its operation and
to retain key executives, managers and employees. The cautionary statements
provided above are being made pursuant to the provisions of the Private
Securities Litigation Reform Act of 1995 (the Act) and with the intention of
obtaining the benefits of the safe harbor provisions of the Act for any such
forward-looking information. Additional risks that may affect the Companys
future performance are detailed in the Companys filings with the Securities
and Exchange Commission, including its most recent Annual Report on Form 10-K
and its Quarterly Reports on Form 10-Q.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Exhibit Description
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99.1
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Press
Release dated December 7, 2010
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2
Signature
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: December 8, 2010
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California
Coastal Communities, Inc.
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By:
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/s/ RAYMOND J. PACINI
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Raymond J. Pacini
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Chief Executive Officer
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3
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