To those Holders of First Lien Claims, Second Lien Term Loan Claims, and DIP Facility Claims (collectively, the “Lender Claims”) with respect to Dynata, LLC and its Debtor Affiliates.
Date of Notice: June 28, 2024
RE: NOTICE OF: (1) SYNDICATION PROCEDURES FOR THE FIRST OUT NEW MONEY TERM LOANS AND (2) REGISTRATION AND DISTRIBUTION PROCEDURES FOR (A) NEW COMMON STOCK, (B) FIRST OUT CONVERTED TERM LOANS, (C) CASH DISTRIBUTION, (D) NEW WARRANTS, AND (E) SECOND OUT TAKE BACK TERM LOAN FACILITY (THE “NOTICE”).
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Joint Prepackaged Plan of Reorganization of Dynata, LLC and Its Debtors Affiliates (as may be amended, supplemented or modified from time to time, the “Plan”), as applicable.
This Notice sets forth the procedures to be followed by:
- Each Holder of DIP Facility Claims to receive its pro rata share of the First Out Converted Term Loans.
- Each Holder of First Lien Claims to receive its pro rata share of: (a) New Common Stock[1], (b) the Second-Out Take Back Term Loan Facility, (c) the First Out New Money Term Loans (to the extent it opts to fund such loans), and (d) a cash payment of $11,696,437.82.
- each Holder of Second Lien Term Loan Claims to receive its pro rata share of: (a) New Common Stock, (b) the New Warrants, and (c) a cash payment of $750,000.[2]
In each case, in accordance with the terms of the Plan.
Pursuant to the Plan, the Distribution Record Date is the date upon which the Confirmation Order is entered. It is currently anticipated that the Distribution Record Date will be on or around July 2, 2024. Note that the applicable agents to the prepetition and DIP Facilities will be freezing their registers on this date in anticipation of facilitating Plan distributions.
All Holders that wish to receive their Plan consideration and/or participate in the Exit Syndication (defined below) should complete the forms outlined herein as soon as possible, but in no event later than the Registration/Syndication Deadline.
Please refer to the table below for a summary of the various parts and forms included in this Notice.
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Generally Applicable Registration Procedures
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All Holders that anticipate holding Lender Claims as of the Distribution Record Date should complete the “Generally Applicable Registration Procedures.”
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Part 1 - New Common Stock Registration
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To be completed by Holders of First Lien Claims and Second Lien Term Loan Claims.
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Part 2 - Cash Distribution
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To be completed by Holders of First Lien Claims and Second Lien Term Loan Claims.
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Part 3 - Second Out Take Back Debt Registration
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To be completed by Holders of First Lien Claims.
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Part 4 - New Warrants Registration.
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To be completed by Holders of Second Lien Term Loan Claims.
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Part 5 - First Out Converted Term Loan Registration
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To be completed by Holders of DIP Facility Claims.
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Part 6 - Exit Syndication for First Out New Money Loans
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Holders of First Lien Claims that wish to participate in the Exit Syndication (defined below) should complete the “Exit Syndication Procedures.”
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[1] provided, however, a holder of an allowed Revolving Credit Loan Claim may elect, in its sole and absolute discretion, to receive their Pro Rata share of the Incremental Second Out Take Back Term Loan Amount in lieu of receiving the New Common Stock
[2] The cash payments of $11,696,437.82 and $750,000, collectively, are referred to herein as the “Cash Distribution.”
Generally Applicable Registration Procedures
Kroll is assisting the Debtors with the registration process for each of the New Common Stock, the Cash Distribution, the Second Out Take Back Term Loan Facility, and the New Warrants. Each Holder of DIP Facility Claims, First Lien Claims, and Second Lien Term Loan Claims as of the Distribution Record Date is required to promptly complete the attached Registration Instruction Sheet, including the General Holder Certification, and such Holder and/or its applicable Designees must also execute the signature pages to the New Operating Agreement for the New Common Stock and the Exit Credit Agreement, attached as Exhibit A to Part 1 and Exhibit B to Part 3 and other forms as outlined herein in Parts 1–6 (collectively, the “Registration Documents”), as may be applicable to that Holder and/or its Designees.
Each Holder must promptly return the Registration Documents to Kroll as soon as reasonably practicable, but in any event, no later than 9:00 a.m. ET on July 10, 2024 (as such deadline may be extended by the Debtors, the “Registration/Syndication Deadline”), for such Holder to receive a timely delivery of its New Common Stock, the Cash Distribution, the Second Out Take Back Term Loan Facility, the First Out Term Loan Facility, and/or the New Warrants (collectively, the “Plan Consideration”), as applicable.
If a Holder does not provide the information requested by this Notice so that the information is actually received by Kroll by the Registration/Syndication Deadline, or if the information you have sent is incomplete or illegible, in accordance with the terms of the Plan, we cannot assure you that your allocation and distribution can be confirmed promptly prior to the Effective Date and/or complete the delivery of your Plan Consideration promptly on or after the Effective Date, or that any distribution thereof that you would otherwise be entitled to receive will not be forfeited in accordance with the terms of the Plan.
The Debtors reserve the right to extend the Registration/Syndication Deadline, modify the Registration Documents, or adopt additional procedures consistent with this notice and the Registration Documents, to effectuate the distribution of the Plan Consideration in accordance with the Plan.
PROCEDURES FOR RECEIVING PLAN CONSIDERATION:
New Common Stock: The New Common Stock will be issued directly on the member register maintained by the Transfer Agent, Computershare Trust Company, N.A., in the name of the applicable Holder. For the avoidance of doubt, the New Common Stock will not be DTC eligible and, as a result, will not be distributed through DTC. FURTHER, ON THE EFFECTIVE DATE, THE NEW ORGANIZATIONAL DOCUMENTS, INCLUDING ANY TRANSFER RESTRICTIONS, SHALL BE BINDING ON THE REORGANIZED DEBTORS AND ALL PARTIES RECEIVING (INCLUDING ANY DESIGNEES), AND ALL HOLDERS OF, THE NEW COMMON STOCK.
Cash Distribution: The Reorganized Debtors anticipate distributing the Cash Distribution to each Holder to the account on file with the First Lien Agent or Second Lien Agent, as applicable.
Second Out Take Back Term Loan Facility: The Reorganized Debtors anticipate distributing the Second Out Take Back Term Loan Facility to each Holder through commitment schedule(s) to be maintained by the Second Out Take Back Term Loan Agent to be prepared on or about the Effective Date. FURTHER, ON THE EFFECTIVE DATE, THE AGREEMENTS WITH RESPECT TO THE EXIT CREDIT AGREEMENT SHALL BE BINDING ON THE REORGANIZED DEBTORS AND ALL PARTIES RECEIVING (INCLUDING ANY DESIGNEES), AND ALL HOLDERS OF, PARTICIPATIONS IN THE SECOND OUT TAKE BACK TERM LOAN FACILITY.
New Warrants: The New Warrants will be issued directly on the member register maintained by the Transfer Agent, Computershare Trust Company, N.A., in the name of the applicable Holder. For the avoidance of doubt, the New Warrants will not be DTC eligible and, as a result, will not be distributed through DTC. FURTHER, ON THE EFFECTIVE DATE, THE AGREEMENTS WITH RESPECT TO THE NEW WARRANT AGREEMENT SHALL BE BINDING ON THE REORGANIZED DEBTORS AND ALL PARTIES RECEIVING (INCLUDING ANY DESIGNEES), AND ALL HOLDERS OF NEW WARRANTS.
First Out Converted Term Loan Facility: The Reorganized Debtors anticipate distributing the First Out Converted Term Loan Facility to each Holder through commitment schedule(s) to be maintained by the First Out Term Loan Agent to be prepared on or about the Effective Date. FURTHER, ON THE EFFECTIVE DATE, THE AGREEMENTS WITH RESPECT TO THE EXIT CREDIT AGREEMENT SHALL BE BINDING ON THE REORGANIZED DEBTORS AND ALL PARTIES RECEIVING (INCLUDING ANY DESIGNEES), AND ALL HOLDERS OF, PARTICIPATIONS IN THE FIRST OUT TERM LOAN FACILITY.
First Out New Money Term Loan Facility: The Reorganized Debtors anticipate that the First Out New Money Term Loans will be provided on the Effective Date by the designated fronting bank, Jefferies Finance LLC (the “Fronting Bank”), and Exit Syndication Participants shall be required to purchase their share of the First Out New Money Term Loans from the Fronting Bank two business days after the Effective Date. FURTHER, ON THE EFFECTIVE DATE, THE AGREEMENTS WITH RESPECT TO THE EXIT CREDIT AGREEMENT SHALL BE BINDING ON THE REORGANIZED DEBTORS AND ALL PARTIES RECEIVING (INCLUDING ANY DESIGNEES), AND ALL HOLDERS OF, PARTICIPATIONS IN THE FIRST OUT TERM LOAN FACILITY.
Distribution & Registration Steps
To facilitate the distribution of the Plan Consideration:
Step 1: Kroll will distribute copies of this Notice, including the Registration Documents, to all Holders that appear on the records, as of the date hereof, provided by the Administrative Agent for the DIP Facility, the Administrative Agent for the Existing First Lien Credit Agreement, and the Administrative Agent for the Existing Second Lien Credit Agreement.
Step: 2: On or before the Registration Deadline, each Holder must complete the Registration Documents and forward those along with a completed Internal Revenue Service Form W-9 or Internal Revenue Service Forms W-8BEN or W-8BEN-E, as applicable (or other applicable Form W-8) to Kroll, as directed.[1] For the avoidance of doubt, each Holder must cause to be delivered a completed Internal Revenue Service Form W-9 or Internal Revenue Service Forms W-8BEN or W-8BEN-E, as applicable (or other applicable Form W-8) to Kroll for any Designee (as defined below). On or before the Registration Deadline, please be advised that each Holder must settle all “in-flight” trades (e.g., unreported or unsettled trades) with respect to its applicable Lender Claims on the records of the DIP Agent or the applicable Administrative Agent, respectively, so that Kroll may reconcile each Holder’s Lender Claims. Failure to settle trades in the Lender Claims may result in your delivery of the Plan Consideration being delayed or potentially forfeited in accordance with the terms of the Plan.
Step 3: By the Registration Deadline, to receive your distribution by the Effective Date, Kroll must actually receive each Holder’s validly completed Registration Documents. To submit your Registration Documents, please navigate to Kroll’s electronic submission portal by visiting Dynata’s case site at: https://cases.ra.kroll.com/Dynata. On the right-hand side of the case site, please click on the “Submit Registration Documents” link under the Quick Links section.
Please note, submission through Kroll’s electronic submission portal is the only valid method for delivery. Hardcopy and email submissions will not be accepted. If you have questions, please contact Kroll at the following email address: dynataissuerservices@is.kroll.com.
Where to Find More Information
HOLDERS AND ANY DESIGNEES ARE ENCOURAGED TO READ THE PLAN (INCLUDING THE EXHIBITS TO THE PLAN) AND THE DISCLOSURE STATEMENT AND TO CONSULT WITH THEIR OWN ADVISORS TO UNDERSTAND THEIR RIGHTS AND OBLIGATIONS UNDER THE PLAN, INCLUDING ANY RISKS WITH RESPECT TO THE PLAN CONSIDERATION.
Administrative-Related Questions: Holders with administrative questions about this Notice, the Plan, and the distribution of the Plan Consideration in accordance the Plan should direct them in writing by email to Kroll at the address below (email preferred).
dynataissuerservices@is.kroll.com
Allocation-Related Questions: If you have questions or to request: (i) your allocation of the New Common Stock and the Cash Distribution, (ii) (for First Lien Claims only) your allocation of the Second Out Take Back Term Loan Facility (iii) (for Second Lien Term Loan Claims only) your allocation of the New Warrants you may reach out to and (iv) (for DIP Facility Claims only) your allocation of First Out Converted Term Loans:
- Blake Ber (Blake.Ber@hl.com) and Edward Yao (Edward.Yao@hl.com) at Houlihan Lokey Capital, Inc. and
- Kate Podzorova (Kate.Podzorova@pjtpartners.com) and Arif Harianawala (Arif.Harianawala@pjtpartners.com) at PJT Partners LP.
To ensure that you are provided with accurate information for each of your funds, please include the legal name of each fund (i.e., your Holder as it appears on the applicable register) for which you are requesting information in your correspondence. Note that the allocations of the Plan Consideration will be determined pursuant to such Holders’ DIP Facility Claims, First Lien Claims, and Second Lien Term Loan Claims as of the Distribution Record Date.
[1] If you are a U.S person (as defined below), you must also provide your taxpayer identification number. Accordingly, please fill out the enclosed Internal Revenue Service Form W-9 Request for Taxpayer Identification Number and Certification. If you are not a U.S. person, instead please fill out an Internal Revenue Service Forms W-8BEN or W-8BEN-E, as applicable (or other applicable Internal Revenue Service Form W-8). For these purposes, a U.S. person is (i) an individual who is a U.S. Citizen or U.S. resident alien, (ii) a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, (iii) any estate (other than a foreign estate) or (iv) a domestic trust (as defined in the U.S. Treasury Regulations section 301.7701-7).