8-K
filed February 22, 2023, 6:59 PM ET
CIK 0001596946
other material
confidence high
sentiment neutral
materiality 0.90
Quotient Ltd: going-concern / distress — Quotient emerges from Chapter 11; reduces debt by ~$137M, issues $119.5M new notes
Quotient Ltd
- Bankruptcy court confirmed prepackaged plan on Feb 15, 2023; effective Feb 16, 2023.
- Funded indebtedness reduced by ~$137M from ~$256M to ~$119.5M in new 12% Senior Secured Notes due 2030.
- Consenting noteholders contributed $41M in new capital for 100% equity in Newco and the new notes.
- Board reduced to two members: CEO Manuel Méndez and new appointee Bradley Meyer; six prior directors resigned.
- General unsecured claims unimpaired; paid in ordinary course.
Key facts
Extracted from this filing and checked against the source text.
Distress & Bankruptcy
SEC 8-K Item 1.03
confidence 0.9
Quotient Ltd entered chapter 11 (petition 2023-02-15).
- Proceeding
- chapter 11
- Petition
- 2023-02-15
Exact text from the filing
On February 15, 2023, the Bankruptcy Court entered the Confirmation Order confirming the Plan.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frederick Hallsworth resigned as director at Quotient Ltd.
- Action
- resigned
- Role
- director
Exact text from the filing
On the Effective Date, Heino von Prondzynski, Thomas Aebischer, Sophie Bechu, Isabelle Buckle, Frederick Hallsworth and Catherine Larue resigned as director of Quotient Limited in accordance with the terms of the Plan.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bradley Meyer was appointed as director at Quotient Ltd.
- Action
- appointed
- Role
- director
Exact text from the filing
On the Effective Date, Bradley Meyer was appointed as director of Quotient Limited.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Aebischer resigned as director at Quotient Ltd.
- Action
- resigned
- Role
- director
Exact text from the filing
On the Effective Date, Heino von Prondzynski, Thomas Aebischer, Sophie Bechu, Isabelle Buckle, Frederick Hallsworth and Catherine Larue resigned as director of Quotient Limited in accordance with the terms of the Plan.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sophie Bechu resigned as director at Quotient Ltd.
- Action
- resigned
- Role
- director
Exact text from the filing
On the Effective Date, Heino von Prondzynski, Thomas Aebischer, Sophie Bechu, Isabelle Buckle, Frederick Hallsworth and Catherine Larue resigned as director of Quotient Limited in accordance with the terms of the Plan.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Isabelle Buckle resigned as director at Quotient Ltd.
- Action
- resigned
- Role
- director
Exact text from the filing
On the Effective Date, Heino von Prondzynski, Thomas Aebischer, Sophie Bechu, Isabelle Buckle, Frederick Hallsworth and Catherine Larue resigned as director of Quotient Limited in accordance with the terms of the Plan.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Heino von Prondzynski resigned as director at Quotient Ltd.
- Action
- resigned
- Role
- director
Exact text from the filing
On the Effective Date, Heino von Prondzynski, Thomas Aebischer, Sophie Bechu, Isabelle Buckle, Frederick Hallsworth and Catherine Larue resigned as director of Quotient Limited in accordance with the terms of the Plan.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Catherine Larue resigned as director at Quotient Ltd.
- Action
- resigned
- Role
- director
Exact text from the filing
On the Effective Date, Heino von Prondzynski, Thomas Aebischer, Sophie Bechu, Isabelle Buckle, Frederick Hallsworth and Catherine Larue resigned as director of Quotient Limited in accordance with the terms of the Plan.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Quotient Ltd entered into Business and Asset Transfer Agreement with Newco and Finance Co (effective 2023-02-16).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Newco and Finance Co
- Effective
- 2023-02-16
Exact text from the filing
On the Effective Date and as contemplated by the Plan and Confirmation Order, the Company entered into the Business and Asset Transfer Agreement (the “ BTA ”) with Newco and Finance Co, pursuant to which the Company, as seller, agreed to sell to Finance Co, as purchaser, and Finance Co agree to purchase, certain assets of Quotient as set forth in the BTA
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Quotient Ltd entered into New SSN Indenture with Finance Co, guarantors (including Quotient), and U.S. Bank Trust Company, National Association valued at $119,523,334 (effective 2023-02-16).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Finance Co, guarantors (including Quotient), and U.S. Bank Trust Company, National Association
- Value
- $119,523,334
- Effective
- 2023-02-16
Exact text from the filing
On the Effective Date and as contemplated by the Plan and Confirmation Order, the Company, as guarantor, entered into an indenture with respect to $119,523,334 aggregate principal amount of 12% Senior Secured Notes due 2030 (“ New Notes ”), by and among Finance Co, as issuer, the guarantors party thereto (including Quotient) and U.S. Bank Trust Company, National Association (the “ New SSN Indenture ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Quotient Ltd entered into Master Transaction Agreement with Quotient Holdings Newco, LP, Quotient Holdings Finance Company Limited, Quotient Holdings GP, LLC, Quotient Holdings Merger Company Limited, subsidiaries, and Consenting Noteholders (effective 2023-02-16).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Quotient Holdings Newco, LP, Quotient Holdings Finance Company Limited, Quotient Holdings GP, LLC, Quotient Holdings Merger Company Limited, subsidiaries, and Consenting Noteholders
- Effective
- 2023-02-16
Exact text from the filing
(vii) each of the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the Senior Secured Notes and Convertible Notes, in each case, as identified on the signature pages thereto (the “ Consenting Noteholders ”).
View on SEC.gov
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