ela esta ao preço em que foi anunciado o plano em 21 de agosto.
The principal effects of the restructuring and the plan of reorganization that DDi Corp. and DDi Capital expect to file will be as follows:
· Current Equity. DDi Corp.’s current common stock holders will receive 1% of the common stock in the restructured company, subject to dilution for issuance of equity in connection with the exercise of DDi Corp.’s new options and new senior lender and senior discount noteholder warrants following the restructuring. All of DDi Corp.’s outstanding stock options will be cancelled in connection with the restructuring.
· Senior Secured Credit Facility. The full amount of the senior secured credit facility (currently approximately $72.9 million in principal amount), plus all accrued interest and fees will be restructured pursuant to an out-of-court agreement. The restructured senior credit facility will have a maturity date of April 15, 2008, and amortization will be deferred until June 30, 2005 (with the exception of nominal amortization payments of $25,000 per quarter beginning in 2004). In connection with the restructuring, the lenders under the restructured senior secured credit facility will receive warrants representing 10% of DDi Corp.’s post-reorganization common stock, on a fully diluted basis. The warrants will not be exercisable until after the two year anniversary of the effective date of the restructuring and will be subject to cancellation if certain conditions are met involving the permanent prepayment of the restructured senior secured credit facility on or before such anniversary date.
· 5¼% Convertible Subordinated Notes. Each holder of DDi Corp.’s 5¼% convertible subordinated notes, of which $100 million in principal amount is currently outstanding, will receive a pro rata share of approximately (a) 43% of the new outstanding common stock of DDi Corp., subject to dilution for issuance of new common stock in connection with the exercise of the new stock options to be issued under DDi Corp.’s new management equity incentive plan, which is described below, and the new senior lender and senior discount note warrants, and (b) shares of a new class of preferred stock of DDi Europe, DDi Corp.’s European operating company, with an annual dividend of 15% and an aggregate liquidation preference of $7.5 million. The existing 5¼% convertible subordinated notes will be cancelled pursuant to the plan.
· 6¼% Convertible Subordinated Notes. Each holder of DDi Corp.’s 6¼% convertible subordinated notes, of which $100 million in principal amount is currently outstanding, will receive a pro rata share of approximately (a) 51% of the new outstanding common stock of DDi Corp., subject to dilution for issuance of new common stock in connection with the exercise of the new stock options to be issued under DDi Corp.’s new management equity incentive plan, which is described below, and the new senior lender and senior discount note warrants, and (b) shares of a new class of preferred stock of DDi Europe, DDi Corp.’s European operating company, with an annual dividend of 15% and an aggregate liquidation preference of $7.5 million. The existing 6¼% convertible subordinated notes will be cancelled pursuant to the plan.
· Senior Discount Notes. Each holder of the DDi Capital senior discount notes, of which $16.09 million in principal amount is currently outstanding, will receive restructured senior discount notes with a maturity date of January 1, 2009. Payment-in-kind interest on such restructured senior discount notes will accrue at 16%, with a mechanism to transition to cash pay at 14%, subject to certain terms and conditions. The holders of the DDi Capital senior discount notes will also receive warrants representing 2.5% of DDi Corp.’s post-reorganization common stock, on a fully diluted basis. The warrants will not be exercisable until after the two year anniversary of the effective date of the restructuring and will be subject to cancellation if certain conditions are met involving the interest on the senior discount notes becoming cash pay.
· Management Equity Incentive Plan. DDi Corp. will establish a new management equity incentive plan. Under the new management equity incentive plan, (a) DDi Corp. will issue shares of restricted stock equaling five percent (5%) of reorganized DDi Corp.’s common stock to DDi Corp.’s senior management, (b) DDi Corp. will issue options for up to an additional twelve and one-half percent (12.5%) of DDi Corp.’s common stock for members of DDi Corp.’s senior management, and (c) DDi Corp. may issue options for up to an additional four percent (4%) of DDi Corp.’s common stock for employees.
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