Item 8.01. Other Events.
As previously reported, on
On
As previously reported, the Debtors entered into that certain Superpriority
Secured Debtor-in-Possession Credit and Guaranty Agreement, dated as of
The foregoing description of Amendment No. 12 does not purport to be complete and is subject to, and qualified in their entirety by, the full text of Amendment No. 12, a copy of which is filed as Exhibit 99.1.
Cautionary Statements Regarding Trading in Fusion's Securities
Fusion cautions that trading in its securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for Fusion's securities may bear little or no relationship to the actual recovery, if any, by holders of Fusion's securities in the Chapter 11 Cases. The Third Amended Plan contemplates that, on the Effective Date, all of the Parent Equity Interests will be extinguished and shall be of no further force and effect, whether surrendered for cancellation or otherwise, and holders of Parent Equity Interests will not receive any recovery on account of those Interests.
Cautionary Statements Regarding Forward-Looking Information
Certain statements in this Current Report on Form 8-K constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that are not historical fact are forward-looking statements. Certain of these forward-looking statements can be identified by the use of words such as "believes," "anticipates," "expects," "intends," "plans," "projects," "estimates," "assumes," "may," "should," "could," "shall," "will," "seeks," "targets," "future," or other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors and the Company's actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these forward-looking statements. Such statements include, but are not limited to, the terms of the potential transactions contemplated by the RSA, the Plan and the Disclosure Statement. the Chapter 11 Cases and Court proceedings. the anticipated mailing date of the Solicitation Materials; management's strategy, plans, opportunities, objectives, expectations, or intentions. and descriptions of assumptions underlying any of the above matters and other statements that are not historical fact.
These forward-looking statements are based on the Company's current beliefs,
intentions and expectations and are not guarantees or indicative of future
performance, nor should any conclusions be drawn or assumptions be made as to
the outcome of any potential transactions or strategic initiatives the Company
considers. Risks and uncertainties relating to the proposed restructuring
include: ability of the Company to comply with the terms of the RSA and the DIP
Credit Agreement, including completing various stages of the restructuring
within the dates specified in the RSA and DIP Credit Agreement, as amended;
ability of the Company to obtain and maintain requisite support for the Third
Amended Plan from the required Voting Classes; ability of the Third Amended Plan
to satisfy all requirements necessary for confirmation by the Court; ability
of the Company to successfully execute the transactions contemplated by the RSA,
the Third Amended Plan and/or the Disclosure Statement without substantial
disruption to its business; high costs of bankruptcy proceedings and related
fees, including the risk that the restructuring will take longer than
anticipated; actions and decisions of the Company's creditors and other third
parties who have interests in the Chapter 11 Cases that may be inconsistent with
the Company's operational and strategic plans; ability of the Company to
continue as a going concern; and the effects of disruption from the proposed
restructuring making it more difficult to maintain business, financing and
operational relationships, to retain key executives and to maintain various
licenses and approvals necessary for the Company to conduct its business.
Important assumptions and other important factors that could cause actual
results to differ materially from these forward-looking statements include, but
are not limited to, those factors, risks and uncertainties described in more
detail in the risk factors set forth in Exhibit 99.3 to Fusion's Current Report
on Form 8-K filed on
2
The above factors, risks and uncertainties are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond the Company's control. New factors, risks and uncertainties emerge from time to time, and it is not possible for management to predict all such factors, risks and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore any of these statements may prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the Company's objectives and plans will be achieved. These forward-looking statements speak only as of the date such statements were made or any earlier date indicated, and the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in underlying assumptions or otherwise. If the Company were in any particular instance to update or correct a forward-looking statement, investors and others should not conclude that the Company would make additional updates or corrections thereafter.
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