Copies of the Modified Plan, the Second Supplement and the Third Supplement are attached as Exhibits 99.1, 99.2 and 99.3, respectively, to this Form 8-K. The description of the Modified Plan, the Second Supplement and the Third Supplement are summaries only and are qualified in their entirety by reference to the full text of the Modified Plan, the Second Supplement and the Third Supplement, as applicable.
Although the Debtors intend to pursue the Restructuring in accordance with the terms set forth in the Modified Plan, there can be no assurance that the Modified Plan will be approved by the Bankruptcy Court or that the Debtors will be successful in consummating the Restructuring or any other similar transaction on the terms set forth in the Modified Plan, on different terms or at all. Neither the Debtors’ filing of the Modified Plan, nor this Form 8-K, is a solicitation of votes to accept or reject the Modified Plan. Any such solicitation will be or has been made pursuant to and in accordance with applicable law, including orders of the Bankruptcy Court.
Information contained in the Modified Plan and the documents included in the Third Supplement, the Second Supplement, the First Supplement and the Plan Supplement are subject to change, whether as a result of amendments or supplements to the Modified Plan, the Third Supplement, the Second Supplement, the First Supplement, and/or the Plan Supplement, third-party actions, or otherwise, and should not be relied upon by any party. Such amendments and supplements will also be available for review and free of charge online at https://www.veritaglobal.net/CanoHealth. Such amendments and supplements may be filed with the Bankruptcy Court without the filing of an accompanying Current Report on Form 8-K. The documents and other information available via website or elsewhere are not part of this Form 8-K and shall not be deemed incorporated herein
The documents included in the Third Supplement, the Second Supplement, the First Supplement and the Plan Supplement remain subject to finalization in a manner consistent with the Plan. The Debtors reserve all rights to further amend, modify, or supplement the Plan Supplement, and any of the documents contained therein, in accordance with the terms of the Plan.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 (the “Securities Act”), as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to future events and involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and could materially affect actual results, performance or achievements. These forward-looking statements generally can be identified by words such as “will,” “shall,” “may,” “anticipates,” “forecasts,” “plans,” “assumes,” “expects,” “seeks,” or other words or phrases of similar import. Such statements include, without limitation, statements regarding: (i) that certain Restructuring Support Agreement between the Company, certain of its direct and indirect subsidiaries and the lenders party thereto, dated as of February 4, 2024 (the “RSA”), the transactions contemplated thereby, and the expected benefits thereof, including that it will enable the Company to substantially reduce its debt and position the Company to achieve long-term success and maximize value; (ii) the Company’s Chapter 11 Cases, including, without limitation, the Modified Plan, the outcome of the Chapter 11 Cases and the Company’s expectations as to receipt of and timing for the Bankruptcy Court approvals and the timing of its emergence from the proceedings, as well as the expected benefits of the proceedings, such as that they will strengthen the Company’s financial condition, position the Company to advance its ongoing transformation plan that is designed to significantly reduce costs, enhance productivity, and improve cash flow, ensure patients continue to receive high-quality care across medical centers and improve health outcomes for patients at a lower cost, including the benefits from such activities, including our expectations regarding achieving approximately $290 million of cost reductions by the end of 2024, including approximately $105 million in initiatives currently in process or already implemented (the “Transformation Plan”); (iii) the availability of liquidity from the Company’s debtor-in-possession financing, including the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of February 7, 2024, and the various conditions to which such debtor-in-possession financing is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Company’s control, as well as the
