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Case 20-12836-JTD Doc 491 Filed 02/09/21 Page 1 Of Case 20-12836-JTD Doc 491 Filed 02/09/21 Page 1 of 466 Case 20-12836-JTD Doc 491 Filed 02/09/21 Page 2 of 466 Case 20-12836-JTD Doc 491 Filed 02/09/21 Page 3 of 466 Case 20-12836-JTD Doc 491 Filed 02/09/21 Page 4 of 466 Case 20-12836-JTD Doc 491 Filed 02/09/21 Page 5 of 466 EXHIBIT A Case 20-12836-JTD Doc 491 Filed 02/09/21 Page 6 of 466 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) CRED INC., et al., ) Case No. 20-12836 (JTD) ) Debtors.1 ) (Jointly Administered) ) FIRST AMENDED COMBINED JOINT PLAN OF LIQUIDATION AND DISCLOSURE STATEMENT OF CRED INC. AND ITS SUBSIDIARIES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE PAUL HASTINGS LLP COUSINS LAW LLC James T. Grogan (admitted pro hac vice) Scott D. Cousins (No. 3079) Mack Wilson (admitted pro hac vice) Brandywine Plaza West 1521 Concord 600 Travis Street, Fifty-Eighth Floor Pike, Suite 301 Wilmington, Delaware Houston, Texas 77002 19803 Telephone: (302) 824-7081 Telephone: (713) 860-7300 Facsimile: (302) 295-0331 Facsimile: (713) 353-3100 Email: [email protected] Email: [email protected] [email protected] - and - PAUL HASTINGS LLP G. Alexander Bongartz (admitted pro hac vice) Derek Cash (admitted pro hac vice) 200 Park Avenue New York, New York 10166 Telephone: (212) 318-6000 Facsimile: (212) 319-4090 Email: [email protected] [email protected] Co-Counsel to the Debtors and Debtors in Possession Dated: January 21, 2021 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: Cred Inc. (8268), Cred (US) LLC (5799), Cred Capital Inc. (4064), Cred Merchant Solutions LLC (3150), and Cred (Puerto Rico) LLC (3566). The Debtors’ mailing address is 3 East Third Avenue, Suite 200, San Mateo, California 94401. Case 20-12836-JTD Doc 491 Filed 02/09/21 Page 7 of 466 TABLE OF CONTENTS PAGE Article I. DEFINED TERMS .......................................................................................................1 Article II. INTERPRETATION OF COMBINED PLAN AND DISCLOSURE STATEMENT ..................................................................................................13 2.1 Application of Definitions; Rules of Construction; Computation of Time .......................................................................................................................13 2.2 Relief Sought by Filing the Combined Plan and Disclosure Statement ..........14 Article III. BACKGROUND – THE DEBTORS’ CORPORATE HISTORY, STRUCTURE, AND BUSINESS OVERVIEW ............................................14 3.1 General Background – Overview of the Debtors ..............................................14 3.2 The Debtors’ Prepetition Capital Structure ......................................................15 3.3 Events Leading to the Chapter 11 Cases ...........................................................15 3.4 The Chapter 11 Cases ..........................................................................................19 Article IV. TAX CONSEQUENCES .........................................................................................25 4.1 Tax Consequences. ...............................................................................................25 Article V. CERTAIN RISK FACTORS TO BE CONSIDERED ...........................................26 5.1 Risk Factors to Be Considered............................................................................26 5.2 Alternatives to this Combined Plan and Disclosure Statement .......................31 Article VI. BEST INTERESTS AND FEASIBILITY .............................................................31 6.1 Best Interests Test ................................................................................................31 6.2 Feasibility ..............................................................................................................32 Article VII. SUMMARY OF ASSETS AND TREATMENT OF CLAIMS AND INTERESTS.....................................................................................................32 7.1 Summary of Assets ...............................................................................................32 7.2 Summary of Treatment of Claims and Equity Interests ..................................33 7.3 Deemed Consolidation .........................................................................................34 7.4 Third Party Releases............................................................................................35 Article VIII. CONFIRMATION AND VOTING PROCEDURES ........................................36 8.1 Combined Hearing ...............................................................................................36 8.2 Procedure for Objections ....................................................................................36 8.3 Voting Procedures ................................................................................................36 -i- Case 20-12836-JTD Doc 491 Filed 02/09/21 Page 8 of 466 Article IX. PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS, PRIORITY TAX CLAIMS, AND OTHER UNCLASSIFIED CLAIMS ........................39 9.1 Administrative Expense Claims..........................................................................39 9.2 Professional Fee Claims .......................................................................................41 9.3 Priority Tax Claims .............................................................................................41 Article X. TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS .........42 10.1 Class 1: Other Priority Claims ...........................................................................42 10.2 Class 2: Secured Tax Claims ...............................................................................42 10.3 Class 3: Other Secured Claims ...........................................................................43 10.4 Class 4: General Unsecured Claims. ..................................................................43 10.5 Class 5: Convenience Claims. .............................................................................43 10.6 Class 6: Subordinated Securities Claims ...........................................................44 10.7 Class 7: Equity Interests in Debtors ...................................................................44 10.8 Reservation of Rights Regarding Claims and Equity Interests .......................44 Article XI. ACCEPTANCE OR REJECTION OF THE COMBINED PLAN AND DISCLOSURE STATEMENT .......................................................................45 11.1 Voting of Claims ...................................................................................................45 11.2 Elimination of Vacant Classes ............................................................................45 11.3 Nonconsensual Confirmation ..............................................................................45 11.4 Revocation of the Combined Plan and Disclosure Statement ..........................46 Article XII. MEANS OF IMPLEMENTATION OF THE COMBINED PLAN AND DISCLOSURE STATEMENT .......................................................................46 12.1 Limited Substantive Consolidation ....................................................................46 12.2 Global Settlement .................................................................................................46 12.3 Liquidation of the Debtors ..................................................................................47 12.4 Effectuating Documents; Further Transactions ...............................................53 12.5 Cancellation of Instruments and Stock ..............................................................53 12.6 Disposition of Books and Records ......................................................................54 12.7 Corporate Existence and Dissolution of Debtors ..............................................54 12.8 Closing the Chapter 11 Cases .............................................................................54 Article XIII. DISTRIBUTIONS UNDER THE COMBINED PLAN AND DISCLOSURE STATEMENT .......................................................................55 13.1 Distributions on Allowed General Unsecured Claims ......................................55 13.2 Timing of Distributions .......................................................................................55 13.3 Delivery of Distributions .....................................................................................55 13.4 Undeliverable and Unclaimed Distributions .....................................................56 13.5 Transfer of Claims ...............................................................................................57 13.6 Manner of Payment .............................................................................................57 13.7 Distributions to Cryptocurrency Election E-Wallet Addresses.......................57 -ii- Case 20-12836-JTD Doc 491 Filed 02/09/21 Page 9 of 466 The Liquidation Trustee shall maintain records of all distributions made to Cryptocurrency Election E-Wallet Addresses, including confirmations of E-Wallet to E-Wallet transfers. The Liquidation Trustee is only required to initiate such E-Wallet to E-Wallet transactions. The Liquidation Trustee is not responsible, and shall not be held liable, for any actions involving transferred Cryptocurrency after the initiation of such E-Wallet to E-Wallet transfers.
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