CAMP CalAmp Corp

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2024

 

 

CalAmp Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			0-12182	95-3647070
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
15635 Alton Parkway Suite 250
Irvine, California				92618
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (949) 600-5600

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 per share		CAMP		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 1.01. Entry into a Material Definitive Agreement.

 

Restructuring Support Agreement

On May 31, 2024, CalAmp Corp. (“CalAmp”) and its wholly-owned subsidiaries, CalAmp Wireless Networks Corporation, LoJack Global LLC and Synovia Solutions LLC (collectively, the “Company”) entered into a Restructuring Support Agreement (the “RSA”) with Lynrock Lake Master Fund LP (together with its direct and indirect affiliates, “Lynrock”), as lender under the Secured Term Loan Facility, and the holder of Secured Notes Claims (collectively, the “Consenting Lenders”). The RSA contemplates a financial restructuring of the Company’s debts by, among other things, (i) amending and restating the Secured Term Loan Facility with a lower interest rate and longer maturity date, (ii) converting the approximately $229 million of Convertible Senior Secured Notes held by Lynrock to equity, and (iii) paying allowed unsecured claims in full in cash or such other treatment so as to render such claims unimpaired. The Company will seek to effectuate the RSA through a joint prepackaged chapter 11 plan of reorganization (as amended, restated, supplemented or otherwise modified from time to time, the “Plan”) pursuant to which, among other things, the Company will become a private company. The Plan further contemplates that existing equity interests of CalAmp, including warrants, options, restricted stock units and preferred stock units, will be cancelled.

The foregoing description of the RSA does not purport to be complete and is qualified in its entirety by reference to the full text of the RSA which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. Further, the foregoing description is subject to the risks and uncertainties and other factors set forth in the “Cautionary Statement Regarding Forward Looking Statements” included under Item 8.01 below.

 

Item 1.03. Bankruptcy or Receivership.

 

Chapter 11 Filing

On June 3, 2024 (the “Petition Date”), CalAmp and its wholly-owned subsidiaries, CalAmp Wireless Networks Corporation, LoJack Global LLC and Synovia Solutions LLC (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

The Debtors continue to operate their businesses as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Debtors sought approval of a variety of “first day” motions containing customary relief intended to assure the Company’s ability to continue its ordinary course operations and make a smooth transition into Chapter 11.

The Company will seek an order (the “NOL Order”) regarding the Company’s common stock, par value $0.01 per share (the “Common Stock”). The NOL Order, if approved by the Bankruptcy Court, will be designed to assist the Debtors in preserving certain of their tax attributes by establishing, among other things, procedures (including notice requirements) that certain stockholders and potential stockholders must comply with regarding transfers of the Common Stock, as well as certain obligations with respect to notifying the Debtors of current stock ownership.

The Debtors will seek prompt confirmation of the Plan and to emerge from the Chapter 11 proceeding a significantly de-levered company.

Additional information about the Chapter 11 Cases, including access to Bankruptcy Court documents, is available online at https://cases/stretto.com/CalAmp, a website administered by a third-party bankruptcy claims and noticing agent. The documents and other information on this website are not part of this Current Report on Form 8-K and shall not be deemed incorporated by reference herein.

The foregoing description is subject to the risks and uncertainties and other factors set forth in the “Cautionary Statement Regarding Forward Looking Statements” included under Item 8.01 below.

 

Item 5.02. Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 22, 2024, Jill Frizzley was appointed to the Company’s Board of Directors (the “Board”). Ms. Frizzley was appointed to serve for a term expiring at the Company’s 2024 annual meeting of stockholders and until her successor is duly elected and qualified or until her earlier death, resignation or removal. The Board has determined that Ms. Frizzley qualifies as an independent director.

Ms. Frizzley currently serves as President of Wildrose Partners, LLC, an independent consulting company providing governance and related advisory services to corporations, a position she has held since 2019. Ms. Frizzley served as Counsel in the Business Finance &

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Restructuring Group at Weil, Gotshal & Manges LLP from 2016-2019, and previously practiced in the Business Finance Group at Shearman & Sterling LLP from 2000-2016. Ms. Frizzley has served as a director on numerous public and private boards of directors.

In connection with her appointment to the Board, Ms. Frizzley and the Company entered into an Independent Director Agreement, dated as of May 22, 2024 (the “Independent Director Agreement”), pursuant to which Ms. Frizzley agreed to serve as a director of the Company. The Independent Director Agreement provides for a monthly fee of $35,000, without proration. This compensation is in lieu of the compensation Ms. Frizzley would otherwise be eligible to receive under the Company’s compensation program for non-employee directors.

The Board further approved the appointment of Ms. Frizzley to serve as the sole member of a special committee (the “Special Committee”). The purpose of this Special Committee is to investigate, review, and evaluate any matters of conflict, including (a) certain rights, authority, and powers in connection with any matters pertaining to any claims or causes of action of the Company in which a conflict of interest exists or is reasonably likely to exist between the Company (the “Conflict Matters”); and (b) the tasks of reviewing, negotiating, evaluating, opposing, prosecuting, litigating, proposing, approving and/or entering into settlement terms and conditions in response to, arising from, in connection with or related to the Conflict Matters. Ms. Frizzley’s appointment to the Special Committee was based upon the Board determination that she has no interest in any Conflict Matters and does not possess any material business, close personal relationships, or other affiliations, or any history of any such material business, close personal relationships, or other affiliations, with the Company or any of its equity holders, affiliates, directors, managers, officers, or other stakeholders that would cause her to be unable to exercise independent judgment based on the best interests of the Company or make decisions and carry out her responsibilities as a member of the Board.

There are no arrangements or understandings between Ms. Frizzley and any other person, pursuant to which Ms. Frizzley was selected as a director of the Company. There are no familial relationships between Ms. Frizzley and any director, executive officer or other employee of the Company. Ms. Frizzley has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01. Regulation FD Disclosure.

 

On June 3, 2024, the Company issued a press release in connection with the filing of the Chapter 11 Cases. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 8.01. Other Events.

 

Cautionary Note Regarding the Company’s Securities

The Company cautions that trading in its securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases. In particular, the Company believes that its equity holders could experience a complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

Cautionary Statement Regarding Forward Looking Statements

This Current Report on Form 8-K, and certain materials CalAmp files with the SEC, as well as information included in oral statements or other written statements made or to be made by CalAmp, other than statements of historical fact, contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including but not limited to statements regarding the Chapter 11 Cases. These forward-looking statements are based on current expectations, estimates, assumptions, projections and management’s beliefs that are subject to change. There can be no assurance that these forward-looking statements will be achieved; these statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, many of which are beyond CalAmp’s control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Factors that could cause actual outcomes and results to differ materially from such forward-looking statements include, but are not limited to, the following: risks attendant to the Chapter 11 bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 process; the effects of Chapter 11, including increased legal and other professional costs necessary to execute the Chapter 11 process and on the Company’s liquidity and results of operations (including the availability of operating capital during the pendency of Chapter 11); the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of Chapter 11; the Company’s ability to continue funding operations through the Chapter 11 bankruptcy process, and the possibility that it may be unable to obtain any additional funding as needed; the Company’s ability to meet its financial obligations during the Chapter 11 process and to maintain contracts that are critical to its operations; the effect of the Chapter 11 filings on the Company’s relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Chapter 11 process and risks associated with third-party motions in Chapter 11; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; the impact and timing of any cost-savings

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measures and related local law requirements in various jurisdictions; and the impact of litigation and regulatory proceedings. The Company’s business is subject to a number of risks, which are described more fully in CalAmp’s Annual Report on Form 10-K for the year ended February 28, 2023, as amended, its Quarterly Reports on Form 10-Q, and in its other filings with the SEC. CalAmp undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

10.1	Restructuring Support Agreement, dated May 31, 2024, by and among CalAmp Corp. and certain of its subsidiaries, Lynrock Lake Master Fund LP, and the Consenting Noteholders.
99.1	Press Release of CalAmp Corp. dated June 3, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CALAMP CORP.
Date:	June 3, 2024	By:	/s/ Jikun Kim
			Jikun Kim Senior Vice President and CFO (Principal Financial Officer)

 

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THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER, ACCEPTANCE OR SOLICITATION WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. Nothing contained in thIS RESTRUCTURING SUPPORT AGREEMENT shall be an admission of fact or liability OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

THIS RESTRUCTURING SUPPORT AGREEMENT IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE PARTIES HERETO. ACCORDINGLY, THIS RESTRUCTURING SUPPORT AGREEMENT IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS.

THIS RESTRUCTURING SUPPORT AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT TO THE COMPLETION OF DEFINITIVE DOCUMENTS INCORPORATING THE TERMS SET FORTH HEREIN AND THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS AND THE APPROVAL RIGHTS OF THE PARTIES SET FORTH HEREIN AND IN SUCH DEFINITIVE DOCUMENTS, IN EACH CASE, SUBJECT TO THE TERMS HEREOF.

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 14.01, this “Agreement”) is made and entered into as of May 31, 2024 (the “Execution Date”), by and among the following parties, each solely in the capacity set forth on its signature page to this Agreement (each of the following described in clauses (i), (ii) and (iii) of this preamble, collectively, the “Parties”):1

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RECITALS

WHEREAS, the Company Parties and the Consenting Lenders have in good faith and at arms’ length negotiated or been apprised of certain restructuring and recapitalization transactions with respect to the Company Parties’ capital structure on the terms and conditions set forth in this Agreement and as specified in the term sheet attached as Exhibit A hereto (the “Restructuring Term Sheet,” and such transactions as described in this Agreement, the Restructuring Term Sheet, and the Definitive Documents, in each case, as may be amended, supplemented, or otherwise modified from time to time in accordance with the terms of this Agreement, collectively, the “Restructuring Transactions”);

WHEREAS, the Restructuring Transactions shall be implemented through, among other things, voluntary prepackaged bankruptcy cases to be commenced by the Company Parties set forth on Exhibit B herein under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 – 1532 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court,” and such cases, the “Chapter 11 Cases”);

WHEREAS, on the date hereof, the Company Parties and the Consenting Lenders have agreed to the Restructuring Term Sheet, which sets forth the principal economic terms of the Restructuring Transactions that shall be consummated upon the execution of the Definitive Documents containing terms consistent with those set forth in the Restructuring Term Sheet and such other terms as agreed to by the Parties in accordance with this Agreement, the Restructuring Term Sheet and the Plan;

WHEREAS, the Parties have agreed to support the Restructuring Transactions subject to and in accordance with the terms of this Agreement (including the Restructuring Term Sheet) and desire to work together to complete the negotiation of the terms of the Definitive Documents and the completion of each of the actions necessary or desirable to effect the Restructuring Transactions; and

WHEREAS, the Parties have agreed to take certain actions in support of the Restructuring Transactions on the terms and conditions set forth in this Agreement and the Restructuring Term Sheet.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

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AGREEMENT

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“Causes of Action” means any claims, interests, damages, remedies, causes of action, demands, rights, actions, controversies, proceedings, agreements, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, liens, indemnities, guaranties, or franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, arising before or on the Plan Effective Date in contract, tort, law, equity, or otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law or in equity; (b) the right to object to or otherwise contest Company Claims/Interests; (c) claims pursuant to section 362 or chapter 5 of the Bankruptcy Code; (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any avoidance actions arising under chapter 5 of the Bankruptcy Code or under similar local, state, federal, or foreign statutes and common law, including fraudulent transfer laws.

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“Definitive Documents” means all definitive documents, instruments, deeds, notifications, agreements, and filings related to documentation, implementation, and consummation of the Restructuring Transactions, including, without limitation: (a) the Solicitation Materials; (b) the Plan; (c) the Confirmation Order; (d) the Disclosure Statement; (e) the Disclosure Statement Order; (f) all material pleadings and motions filed by the Debtors in connection with the Chapter 11 Cases, including the First Day Pleadings, and financing or cash collateral arrangement and all orders sought pursuant thereto; (g) the Plan Supplement; (h) the New Corporate Governance Documents; (i) the Amended and Restated Term Loan Credit Agreement; (j) all filings and requests for regulatory or other authorizations, licenses, rulings, documents, or approvals from any Governmental Entity or unit necessary to be obtained by the Company Parties to implement the Restructuring Transactions; (k) such other definitive documents relating to the recapitalization or restructuring of the Company Parties as are necessary or desirable to consummate the Restructuring Transactions; and (l) any and all deeds, agreements, filings, notifications, pleadings, orders, certificates, letters, instruments or other documents related to the Restructuring Transactions; in each case, including any amendments, modifications, and supplements thereto and any related notes, certificates, agreements, documents, and instruments (as applicable), and, in each case, as approved by the applicable Parties in accordance with Section 3.01.

“Disclosure Statement” means the disclosure statement with respect to the Plan, including all exhibits, schedules, supplements, modifications, amendments, and annexes thereto, each as may be amended, supplemented, or otherwise modified from time to time, as approved by the applicable Parties in accordance with Section 3.01.

“Disclosure Statement Order” means the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code, which order may be combined with or entered simultaneously with the Confirmation Order, and which shall be approved by the applicable Parties in accordance with Section 3.01.

“Entity” shall have the meaning set forth in section 101(15) of the Bankruptcy Code.

“Equity Interests” means, collectively, the shares (or any class thereof) of common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profits interests of any Company Party, and options, warrants, rights, or other securities or agreements to acquire or subscribe for, or which are convertible into the shares (or any class thereof) (excluding, for the avoidance of doubt, the Secured Notes) of common stock, preferred stock, limited liability

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company interests, or other equity, ownership, or profits interests of any Company Party (in each case whether or not arising under or in connection with any employment agreement).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Execution Date” has the meaning set forth in the preamble of this Agreement.

“Existing Equity Interests” means the Equity Interests in CalAmp.

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This Agreement shall be effective from the Agreement Effective Date until validly terminated pursuant to the terms set forth in Section 12. To the extent that a signatory to this Agreement holds, as of the date hereof or thereafter, multiple Company Claims/Interests, such Party shall be deemed to have executed this Agreement in its capacity as a holder of all such Company Claims/Interests, and this Agreement shall apply severally to such Party with respect to each such Company Claim/Interest held by such Party.

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Notwithstanding anything contained herein to the contrary, a Consenting Lender may Transfer any or all of its Company Claim/Interest to any Affiliate of such Consenting Lender or another Consenting Lender.

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CalAmp Corp.

15635 Alton Parkway, #250

Irvine, CA 92618

Attention: Jikun Kim

E-mail: jkim@CalAmp.com

with copies to (which shall not constitute notice):

 

Potter Anderson & Corroon LLP

1313 N. Market Street

Wilmington, DE 19801

Tel.: 302-984-6000

Attention: L. Katherine Good

Aaron H. Stulman

E-mail: kgood@potteranderson.com

astulman@potteranderson.com

Akin Gump Strauss Hauer & Feld LLP

Bank of America Tower

1 Bryant Park

New York, NY 10036

Tel.: 212-872-1000

Attention: Michael Stamer

Stephen Kuhn

E-mail: mstamer@akingump.com

skuhn@akingump.com

 

and

 

Pashman, Stein, Walder & Hayden P.C.

1007 North Orange Street,

4th Floor #183,

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Wilmington, DE 19801

Tel.: 302-592-6496

Attention: Joseph C. Barsalona II

John W. Weiss

Richard C. Solow

E-mail: jbarsalona@pashmanstein.com

jweiss@pashmanstein.com

rsolow@pashmanstein.com

 

 

Any notice given by delivery, mail, or courier shall be effective when received or if sent by e-mail, when sent to the extent that an undeliverable message is not promptly received by the sender thereof.

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[Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first above written.

CALAMP CORP.

By: /s/ Jikun Kim
Name: Jikun Kim
Title: Chief Financial Officer

CALAMP WIRELESS NETWORKS CORPORATION

By: /s/ Jikun Kim
Name: Jikun Kim
Title: Treasurer

SYNOVIA SOLUTIONS LLC

By: /s/ Jikun Kim
Name: Jikun Kim
Title: Treasurer

CALAMP UK LTD

By: /s/ Jikun Kim
Name: Jikun Kim
Title: Director

TRACKER NETWORK (UK) LIMITED

By:
Name: Jikun Kim
Title: Director

LOJACK GLOBAL LLC

By: /s/ Jikun Kim
Name: Jikun Kim
Title: Manager and Treasurer

 

 

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[Consenting LENDER]

 

By: /s/ Cynthia Paul

Name: Cynthia Paul

Title: Member

 

Address: 2 International Drive

Rye Brook, New York 10573

E-mail address(es):

 

 

Aggregate Amounts Beneficially Owned or Managed on Account of:
Term Loan Claims	$45,000,000.00
Secured Notes Claims	$229,139,000.00
Existing Equity Interests	$15,943.00

 

 

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Exhibit A

Restructuring Term Sheet

CalAmp Corp.

Restructuring Term Sheet

 

This term sheet (this “Restructuring Term Sheet”) contains certain material terms and conditions of the proposed restructuring (the “Restructuring Transactions”) of CalAmp Corp. (“CalAmp”), CalAmp Wireless Networks Corporation (“CWNC”), LoJack Global LLC (“LoJack”), and Synovia Solutions, LLC (“Synovia”, and collectively with CalAmp, CWNC and LoJack, the “Company” or the “Debtors”).1 This Restructuring Term Sheet does not address all terms, conditions or other provisions that would be required in connection with the Restructuring Transactions or that will be set forth in the Plan.2

 

THIS RESTRUCTURING TERM SHEET IS NOT AN OFFER, ACCEPTANCE OR SOLICITATION WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER, ACCEPTANCE OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE LAW, INCLUDING SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

THIS RESTRUCTURING term sheet IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE company, the term loan LENDER, and The secured noteholders. ACCORDINGLY, THIS RESTRUCTURING term sheet IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS.

THIS RESTRUCTURING TERM SHEET IS PROVIDED IN confidence. Neither this Restructuring term sheet, nor the fact that it exists or the terms hereof, may be shared with any party without the express written consent of THE COMPANY, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS AND THEIR RESPECTIVE LEGAL ADVISORS. This restructuring TERM SHEET does not create a duty to negotiate in good faith toward definitive documentation and shall not be relied upon by any person as the basis for any liability or the basis for a contract by estoppel or otherwise.

 

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Restructuring Transactions Overview
Restructuring Transactions Overview	The Restructuring Transactions will be consummated pursuant to the Plan in voluntary cases to be commenced by the Debtors under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101‑1532 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court” and such cases, the “Chapter 11 Cases”). The Plan will provide for an amended and restated Term Loan and an equitization of the Debtors’ Secured Notes, such that the pro forma capital structure will be as follows: (a) The Term Loan Credit Facility shall be amended and restated with the revised terms set forth below to ensure access to liquidity and better cash flow going-forward; (b) 100% of the Reorganized Debtors’ New Equity Interests will be distributed to the Consenting Noteholders. • The Plan will render unimpaired all Holders of Allowed Other Priority Claims, Other Secured Claims, Secured Note Claims (provided, however, that as indicated above and described in more detail below, the Consenting Noteholders have agreed to accept lesser treatment under the Plan as compared to other Holders of Secured Notes Claims and shall receive 100% of the New Equity Interests) and General Unsecured Claims. The Restructuring Transactions, which are supported by the Consenting Lenders, who hold 100% of the aggregate amount of Secured Term Loan Claims and 99.63% of the aggregate amount of the Secured Note Claims, are subject to the Plan, which shall be in form and substance consistent with this Restructuring Term Sheet and the RSA, and acceptable to the Required Consenting Lenders. • The effective date of the Restructuring Transactions (the “Plan Effective Date”) will be the first date on which all conditions to the effectiveness of the Plan have been satisfied or waived in accordance with its terms and the Plan has been substantially consummated. • From and after the Plan Effective Date, the Debtors shall be referred to herein as the “Reorganized Debtors.”
Claims and Interests to be Addressed	• Outstanding Claims against and Interests in the Debtors that will be restructured or otherwise addressed pursuant to the Restructuring Transactions include, among others: • Secured Term Loan Claims: comprising indebtedness under that certain Credit Agreement among the Company and Lynrock Lake Master Fund LP (the “Term Loan Lender” or “Lynrock”), dated as of December 15, 2023, (as amended, supplemented, amended and restated, or otherwise modified from time to time, the “Term Loan Credit Facility”), consisting of claims in a aggregate principal amount of $45,000,000 (together with all

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	interest, fees, premiums, expenses, costs, reimbursement obligations, hedging obligations and other charges arising thereunder or related thereto, the “Secured Term Loan Claims”); • Secured Note Claims: comprising indebtedness issued under that certain Indenture, dated as of July 20, 2018 (as amended and supplemented by that certain Supplemental Indenture, dated as of December 15, 2023, the First Supplemental Indenture, dated as of February 28, 2024, and as further amended, restated, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Indenture”, by and among CalAmp Corp. (the “Notes Issuer”), BNYM, as trustee and U.S. Collateral Agent and The Bank of New York Mellon, as the UK Collateral Agent (the “Secured Notes”), consisting of claims in a principal amount of $230,000,000 (together with all interest, fees, premiums, expenses, costs, reimbursement obligations, hedging obligations, and other charges arising thereunder or related thereto, the “Secured Note Claims”); • all General Unsecured Claims; • Existing Equity: comprising the outstanding Interests in CalAmp (the “Existing Equity”).
Cash Collateral	• The Required Consenting Lenders will consent to the Company’s use of cash collateral of the Secured Term Loan Party and Secured Noteholders to fund the Chapter 11 Cases on terms and conditions acceptable to the Company and the Required Consenting Lenders, and subject to the budget reasonably acceptable to the Required Consenting Lenders, from time to time, as amended (the “Approved Budget”).
Term Loan Credit Facility	• On the Plan Effective Date, the Term Loan Credit Facility shall be amended and restated, as set forth in the Plan and consistent with the revised terms set forth below to ensure access to liquidity and improved cash flow going-forward.
New Equity Interests	• On the Plan Effective Date, Reorganized Debtors shall issue a single class of equity interests (the “New Equity Interests”) to the Consenting Noteholders in accordance with the Plan. • The issuance and distribution of the New Equity Interests under the Plan shall be exempt from the registration requirements of the Securities Act of 1933, as amended, and any State or local securities law, pursuant to section 1145 of the Bankruptcy Code.
Private Company	• On the Plan Effective Date, Reorganized Debtors shall be a private, non-SEC‑reporting company and shall not be required to

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	list the New Equity Interests on any U.S. or foreign stock exchange.
Treatment of Claims3 and Equity Interests
Each holder of an allowed Claim or Equity Interest, as applicable, shall receive the treatment described below in full and final satisfaction, settlement, release, and discharge of and in exchange for such holder’s allowed Claim or Interest.
Administrative Claims, Priority and Priority Tax Claims	On or as soon as practicable after the later to occur of (i) the Plan Effective Date and (ii) the date such claim becomes allowed (or as otherwise set forth in the Plan), each holder of an administrative, priority or priority tax claim will either be satisfied in full, in cash, or otherwise receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. Unclassified Claims
Professional Fee Claims	The Reorganized Debtors shall pay Professional Fee Claims in Cash in the amount the Bankruptcy Court allows from funds held in the Professional Fee Escrow, as soon as reasonably practicable after such Professional Fee Claims are allowed by entry of an order of the Bankruptcy Court; provided that the Company’s and Reorganized Debtors’ obligations to pay allowed Professional Fee Claims shall not be limited or deemed limited to funds held in the Professional Fee Escrow Account. Unclassified Claims
Other Priority Claims	Except to the extent that a Holder of an Allowed Other Priority Claim agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of and in exchange for each Other Priority Claim, each Holder of such Allowed Other Priority Claim shall, at the option of the Debtors (with the reasonable consent of the Required Consenting Lenders) if on the Effective Date, or the applicable Reorganized Debtor, if after the Effective Date: (A) be paid in full in Cash the unpaid portion of its Other Priority Claim on or as soon as reasonably practicable after (1) the Effective Date, (2) the date on which such Other Priority Claim becomes an Allowed Other Priority Claim, or (3) such other date as may be ordered by the Bankruptcy Court; or (B) receive such other recovery as is necessary to satisfy section 1129 of the Bankruptcy Code. Unimpaired – Presumed to Accept

 

 

 

 

 

 

 

3 “Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against any Debtors.

 

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Other Secured Claims4	Except to the extent that a Holder of an Allowed Other Secured Claim agrees to less favorable treatment, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed Other Secured Claim, each Holder thereof shall receive: (A) payment in full in Cash; (B) delivery of the collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; (C) Reinstatement of such Claim; or (D) other treatment rendering such Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code. Unimpaired – Presumed to Accept
Term Loan Claims	On the Plan Effective Date, the Secured Term Loan Credit Agreement shall be amended and restated pursuant to the terms of the Amended and Restated Secured Term Loan Credit Agreement to (i) reduce the Applicable Margin from 6.75% per annum to 5.00% per annum; and (ii) extend the Maturity Date from four (4) years after the Secured Term Loan Closing Date to seven (7) years after the Secured Term Loan Closing Date. Impaired – Entitled to Vote
Secured Note Claims	On the Effective Date, each Holder of an Allowed Secured Note Claim shall receive payment in full in Cash on account of such Allowed Secured Note Claim; provided, however, that the Consenting Noteholders have agreed to accept lesser treatment under the Plan and shall receive 100% of the New Equity Interests on account of their Secured Note Claims. Unimpaired – Presumed to Accept

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4 “Other Secured Claim” means any secured Claim against the Debtors, other than the Term Loan Claims and the Secured Note Claims.

 

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General Unsecured Claims	Except to the extent that a Holder of an Allowed General Unsecured Claim has already been paid during these Chapter 11 Cases or such Holder agrees to less favorable treatment, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim shall receive, at the Debtors’ option and with the reasonable consent of the Required Consenting Lenders: (i) if such Allowed General Unsecured Claim is due and payable on or before the Effective Date, payment in full, in Cash, of the unpaid portion of its Allowed General Unsecured Claim on the Effective Date or as soon as reasonably practicable thereafter; (ii) if such Allowed General Unsecured Claim is not due and payable before the Effective Date, payment in the ordinary course of business consistent with past practices; or (iii) other treatment, as may be agreed upon by the Debtors, the Required Consenting Lenders, and the Holder of such Allowed General Unsecured Claim, such that the Allowed General Unsecured Claim shall be rendered unimpaired pursuant to section 1124(1) of the Bankruptcy Code. Unimpaired – Presumed to Accept
Equity Interests, and Section 510(b) Claims5	On the Plan Effective Date, all Equity Interests and all Section 510(b) Claims shall be cancelled without any distribution on account of such Equity Interests or Section 510(b) Claims. Impaired – Deemed to Reject
Intercompany Claims/Interests	On the Plan Effective Date, each Intercompany Claim and each Intercompany Interest shall, at the option of the applicable Debtor (with the consent of the Required Consenting Lenders) or the Reorganized Debtors, as applicable, be adjusted, Reinstated or cancelled and released without any distribution.6 Unimpaired / Impaired – Presumed to Accept / Deemed to Reject
Other Terms
Executory Contracts and Unexpired Leases	The Plan will provide that, except as expressly provided therein, all Executory Contracts or Unexpired Leases that are not assumed or rejected as of the Plan Effective Date (either pursuant to the Plan or a separate motion) will be deemed assumed pursuant to section 365 of the Bankruptcy Code.

 

 

 

5 “Section 510(b) Claims” means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a security; or (c) for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Equity Interest.

 

6 “Intercompany Claim” means any Claim against any Debtor held by a Debtor or an affiliate of a Debtor. “Intercompany Interest” means any equity or membership interest in a Debtor held by another Debtor.

 

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Employee Compensation and Benefit Programs	Except as otherwise set forth in the Plan or otherwise agreed to by the Debtors and the Required Consenting Lenders, all Employment Agreements7 in place as of the Plan Effective Date shall be assumed by the Reorganized Debtors, shall remain in place as of the Plan Effective Date and the Reorganized Debtors will continue to honor such Employment Agreements and all related arrangements, programs and plans in place as of the Plan Effective Date; provided, however, that any and all deferred compensation plans, employee equity incentive plans, bonuses, employee stock purchase plans, any other plan relating to options, stock appreciation rights, restricted stock units, performance stock units, performance stock awards, restricted stock, phantom stock, stock bonuses, other similar agreements or plans relating to equity, equity-linked or other securities of the Debtors outstanding prior to the Plan Effective Date shall be cancelled, terminated and of no further force or effect, without further act or action, and the Debtors, their non-Debtor Affiliates and the Reorganized Debtors and their Affiliates shall not have any continuing obligations thereunder.
Indemnification Obligations	The Plan shall provide that all indemnification obligations currently in place (whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for the current directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors, as applicable, shall be assumed and remain in full force and effect after the Plan Effective Date, and shall survive unimpaired and unaffected, irrespective of when such obligation arose, as applicable. To the extent necessary, the governance documents adopted as of the Plan Effective Date shall include provisions to give effect to the foregoing. In addition, all coverage under any directors’ and officers’ insurance policies (including any “tail policy”) in effect as of the Petition Date shall be deemed and treated as executory contracts to be assumed by the Debtors under the Plan and shall continue as obligations of the Reorganized Debtors. After the Plan Effective Date, the Reorganized Debtors shall not terminate or otherwise reduce the coverage under any directors’ and officers’ insurance policies (including any “tail policy”), and all members, managers, directors and officers of the Debtors who served in such capacity at any time prior to the Plan Effective Date shall be entitled to the full benefits of any such policy for the full term of such policy regardless of whether such members, managers, directors, and/or officers remain in such positions after the Plan Effective Date.

 

7 “Employment Agreements” means any employment, compensation and benefit plans, policies, workers’ compensation programs, savings plans, retirement plans, deferred compensation plans, healthcare plans, disability plans, incentive plans, life and accidental death and dismemberment insurance plans, and programs of each of the Debtors applicable to any of its employees and retirees.

 

Avoidance Actions and Other Causes of Action	The Plan will provide for the vesting in the Reorganized Debtors of all of the Debtors’ rights to commence and pursue any and all claims and

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	causes of action (except for any claims and causes of action released or exculpated pursuant to the Plan), including without limitation, any direct or derivative claims and causes of action of the Debtors, and any claims and causes of action arising under sections 544, 545, 547, 548, and 550 of the Bankruptcy Code, and any other litigation.
Plan Releases and Exculpation	Subject to the results of the investigation of the special committee of the Board of Directors for CalAmp, the Plan shall include release and exculpation provisions (and related definitions) substantially in the form set forth in Annex 1 to this Restructuring Term Sheet.
New Organizational Documents and Governance	Corporate governance for the Reorganized Debtors following the Effective Date shall be subject to applicable law (including section 1123(a)(6) of the Bankruptcy Code, if applicable). CalAmp shall be governed by a 3-member board of directors (the “New Board”), which will be appointed by the holders of the majority of the New Equity Interests in CalAmp, provided, however, that the initial members of the New Board as of the Plan Effective Date shall be selected by the Required Consenting Lenders.
Restructuring Transactions Implementation Provisions
Tax Structure	The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors, the Secured Term Loan Party, and the Secured Noteholders, as agreed to by the Debtors, the Secured Term Loan Party, and the Secured Noteholders and in accordance with the Plan and any Plan Supplement.
Plan of Reorganization	This Restructuring Term Sheet does not include a description of all of the terms, conditions, and other provisions that will be contained in the plan of reorganization (inclusive of all exhibits, annexes and schedules thereto) (the “Plan”), which shall be in form and substance acceptable to the Debtors and Required Consenting Lenders.
Milestones	The Restructuring Transactions through the Plan shall be effectuated in accordance with the following deadlines (each a “Milestone,” and collectively, the “Milestones”): (a) The Petition Date shall occur no later than June 4, 2024. (b) The Interim Cash Collateral Order shall have been entered by no later than 3 business days after the Petition Date, in form and substance acceptable to the Required Consenting Lenders. (c) The Final Cash Collateral Order shall have been entered by no later than 30 days after the Petition Date, in form and substance acceptable to the Required Consenting Lenders. (d) The Confirmation Order, in form and substance acceptable to the Company and the Required Consenting Lenders, shall have been entered no later than 45 days after the Petition Date.

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	(e) The Plan Effective Date shall have occurred no later than 60 days after the Petition Date, which shall automatically be extended for up to an additional 30 days solely to the extent that all conditions to the occurrence of the Plan Effective Date have been satisfied or waived other than (i) the Regulatory Condition and (ii) those conditions precedent to the Plan Effective Date that by their nature are to be satisfied on the Plan Effective Date.
Fees and Expenses	The Debtors shall pay all reasonable and documented fees and expenses of Akin Gump Strauss Hauer & Feld LLP, Pashman Stein Walder Hayden, P.C., and any other professionals retained by the Required Consenting Lenders to advise or represent the Required Consenting Lenders in connection with the Chapter 11 Cases (the “Secured Lender Advisors”), whether accrued before, on or after the Petition Date, in each case, in accordance with the terms of the Plan.
Conditions Precedent to the Plan Effective Date	The following shall be conditions precedent to the Plan Effective Date, unless waived by the Debtors and the Required Consenting Lenders: a. the RSA shall not have been terminated as to all parties thereto in accordance with its terms and shall be in full force and effect; b. the Bankruptcy Court shall have entered the Cash Collateral Orders and the Cash Collateral Orders shall be in full force and effect; c. no default or event of default shall have occurred and be continuing under the Cash Collateral Orders; d. the Bankruptcy Court shall have entered the Confirmation Order in form and substance consistent with the RSA, and the Confirmation Order shall have become a Final Order; e. All Definitive Documents and any other documents necessary or desirable to effect the Restructuring Transactions shall (i) be consistent with the RSA and otherwise approved by the applicable parties thereto consistent with their respective consent and approval rights as set forth in the RSA, (ii) have been executed or deemed executed and delivered by each party thereto, and any conditions precedent related thereto shall have been satisfied or waived by the applicable party or parties, and (iii) shall be adopted on terms consistent with the RSA; f. All actions, documents and agreements necessary to implement and consummate the Plan as mutually agreed to by the Debtors and the Required Consenting Lenders shall have been effected and executed; g. The New Corporate Governance Documents shall have been adopted on terms consistent with the RSA and, to the extent required under applicable non-bankruptcy Law, shall have been duly filed with the applicable authorities in the relevant jurisdictions; h. all authorizations, consents, regulatory approvals, rulings, actions, documents, and agreements necessary to implement and consummate the Plan and the Restructuring Transactions

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(in each case, if and as required, or otherwise deemed advisable by the Debtors and the Required Consenting Lenders after good faith discussions) shall have been obtained, effected, and executed, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on the consummation of the Plan or the Restructuring Transactions (the “Regulatory Condition”); i. the Amended and Restated Secured Term Loan Credit Agreement shall have been executed and delivered by each party thereto, and each of the conditions precedent related thereto shall have been satisfied or waived, other than such conditions that relate to the effectiveness of the Plan and related transactions, including payment of fees and expenses; j. the New Equity Interests shall have been issued; k. all steps necessary to consummate the Restructuring Transactions shall have been effected; l. the releases, exculpation and injunction provided for under the Plan shall have been approved; m. all Restructuring Expenses shall have been paid in full; and n. no court of competent jurisdiction or other competent governmental or regulatory authority shall have issued a final and non-appealable order making illegal or otherwise restricting, preventing, or prohibiting the consummation of the Restructuring Transactions, the RSA, or any of the Definitive Documents contemplated therein.

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Annex 1

 

Plan Release and Exculpation Provisions

 

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Releases by the Debtors

 

Notwithstanding anything contained in the Plan to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effective Date, each Released Party is deemed, hereby conclusively, absolutely, unconditionally, irrevocably and forever released and discharged by the Debtors, the Reorganized Debtors, and their Estates, in each case on behalf of themselves and their respective successors, assigns, representatives, any and all other persons that may purport to assert and cause of action derivatively, by or through the foregoing persons (the “Debtor Release”) from any and all claims and causes of action whatsoever (including any derivative claims, asserted or assertable on behalf of the Debtors or their estates), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing or hereinafter arising, whether in law or equity, whether sounding in tort or contract, whether arising under federal or state statutory or common law, or any other applicable international, foreign or domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise, that the debtors, their estates, or their affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents and any other persons claiming under or through them would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim against or Interest in a Debtor or other Entity, or that any holder of any Claim against or Interest in a Debtor or other Entity could have asserted on behalf of the Debtors, based on or relating to or in any manner arising from in whole or in part, the Debtors or their estates, the Debtors’ operations, the Debtors’ restructuring efforts, the purchase, sale or rescission of the purchase or sale of any security of the debtors, the subject matter of, or the transactions or events giving rise to, any Claim or interest that is treated under the Plan the Secured Notes, the Secured Note Claims, the Indenture, the secured Term Loan Claims, any Avoidance Actions, the Chapter 11 Cases, the business or contractual arrangements or interactions between the Debtors and any Released Party, the restructuring of any claim or interest before or during the Chapter 11 Cases, the formulation, preparation, dissemination, solicitation, negotiation, entry into, filing or implementation of the RSA, the Cash Collateral Orders, the Disclosure Statement, the solicitation of votes on the Plan, the Plan, any Plan Supplement, the amended and restated secured term loan credit documents, the New Equity Interests, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the RSA, the Disclosure Statement, the Plan, any Plan Supplement, the New Equity Interests, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date.

 

Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release: (a) any post-Effective Date obligations of any party or Entity under the Plan, the Confirmation Order, or any post-Effective Date transaction contemplated by the Restructuring Transactions, or any document, instrument, or agreement (including those set forth in any Plan Supplement, as applicable) executed to implement the Plan or the Restructuring Transactions; (b) the rights of any Holder of Allowed Claims to receive distributions under the Plan; or (c) any matters retained by the Debtors and the Reorganized Debtors pursuant to the Schedule of Retained Causes of Action.

 

Notwithstanding anything to the contrary in the foregoing, the debtor releases shall not be construed as releasing any Released Party from any Claim or Cause of Action arising from an act or omission that is determined by a Final Order to have constituted actual fraud, willful misconduct or gross negligence.

 

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the

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Debtor Release is: (a) in exchange for the good and valuable consideration provided by the Released Parties, including, the Released Parties’ contribution to facilitating the Restructuring Transactions and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for a hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

 

Releases by the Releasing Parties

 

As of the Effective Date, and to the fullest extent permitted by applicable law, each Released Party is hereby deemed to have been conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged (the “Third Party Release”) by each Releasing Party, in each case on behalf of itself and its respective successors, assigns and representatives and any and all other persons that may purport to assert any cause of action derivatively, by or through the foregoing persons, in each case solely to the extent of the releasing parties’ authority to bind any of the foregoing, including pursuant to agreement or applicable non-bankruptcy law, from any and all claims and causes of action whatsoever (including any derivative claims, asserted or assertable on behalf of the Debtors or their estates), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing or hereinafter arising, whether in law or equity, whether sounding in tort or contract, whether arising under federal or state statutory or common law, or any other applicable international, foreign or domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise, that such parties or their estates, affiliates, heirs, executors, administrators, successors, assigns, managers, accountants, attorneys, representatives, consultants, agents and any other persons claiming under or through them would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or interest or other person, based on or relating to or in any manner arising from, in whole or in part, the Debtors or their estates, Debtors’ operations, the Debtors’ restructuring efforts, the purchase, sale or rescission of the purchase or sale of any security of the debtors, the subject matter of, or the transactions or events giving rise to, any Claim or interest that is treated under the Plan, any Avoidance Actions, the Chapter 11 Cases, the business or contractual arrangements or interactions between the Debtors and any Releasing Party, the restructuring of any claim or interest before or during the Chapter 11 Cases, the formulation, preparation, dissemination, solicitation, negotiation, entry into, filing, or implementation of the RSA, the Cash Collateral Orders, the Disclosure Statement, the solicitation of votes on the Plan, the Plan, the Plan Supplement, the amended and restated secured term loan credit documents, the New Equity Interests, or any Restructuring Transactions, contract, instrument, release, or other agreement or document created or entered into in connection with the RSA the Disclosure Statement, the Plan, the Plan Supplement, the New Equity Interests, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation of the Plan, the administration and implementation of the Plan, including the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date.

 

Notwithstanding anything to the contrary in the foregoing, the Third-Party Release does not release: (a) any post-Effective Date obligations of any party or Entity under the Plan, the Confirmation Order, or any post-Effective Date transaction contemplated by the Restructuring Transactions, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan or the Restructuring Transactions; or (b) the rights of any Holder of an Allowed Claim to receive distributions under the Plan.

 

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Notwithstanding anything to the contrary in the foregoing, the debtor releases shall not be construed as releasing any Released Party from any Claim or Cause of Action arising from an act or omission that is determined by a Final Order to have constituted actual fraud, willful misconduct or gross negligence.

 

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) given in exchange for the good and valuable consideration provided by the Released Parties; (c) a good faith settlement and compromise of the Claims released by the Third-Party Release; (d) in the best interests of the Debtors and their Estates; (e) fair, equitable, and reasonable; (f) given and made after due notice and opportunity for a hearing; and (g) a bar to any of the Releasing Parties asserting any Claim or Cause of Action released pursuant to the Third-Party Release.

 

Exculpation

 

Notwithstanding anything contained in the Plan to the contrary, and without limiting any release, indemnity, exculpation or limitation of liability otherwise set forth in the Plan or in any applicable law or rules, to the fullest extent permitted by applicable law, no Exculpated Party shall have or incur any liability for, and each Exculpated Party shall be released and exculpated from any Cause of Action for any claim related to any act or omission in connection with, relating to any transactions approved by the Bankruptcy Court in these Chapter 11 Cases, including the solicitation of votes for the Plan, or other actions taken in connection with, the formulation, preparation, dissemination, solicitation, negotiation, entry into, filing, or implementation of the RSA, the Cash Collateral Orders, the Disclosure Statement, the Plan, any Plan Supplement, the New Equity Interests, or any Restructuring Transaction, contract, instrument, release or other agreement or document created or entered into in connection with the RSA, the Disclosure Statement, the Plan, any Plan Supplement, the amended and restated secured term loan credit documents, the New Equity Interests, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, except for claims related to any act or omission that is determined in a Final Order to have constituted gross negligence, willful misconduct, or actual fraud. The Exculpated Parties have, and upon completion of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan.

 

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Certain Definitions Related to Release and Exculpation Provisions

 

“Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code. With respect to each Entity that is not a Debtor, the term “Affiliate” shall apply to such Entity as if the Entity were a Debtor.

 

“Avoidance Actions” means any and all actual or potential avoidance, recovery, subordination, or other Claims, Causes of Action, or remedies that may be brought by or on behalf of the Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or applicable non-bankruptcy law, including Claims, Causes of Action, or remedies arising under chapter 5 of the Bankruptcy Code or under similar or related local, state, federal, or foreign statutes or common law, including fraudulent transfer laws.

 

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“Causes of Action” means any claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, liens, indemnities, guaranties and franchises of any kind or character whatsoever, whether known or unknown, choate or inchoate, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, Disputed or undisputed, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, Law, equity or otherwise including: (a) all rights of setoff, counterclaim or recoupment and claims under contracts or for breaches of duties imposed by Law; (b) any claim based on or relating to, or in any manner arising from, in whole or in part, breach of contract, breach of fiduciary duty, violation of local, state, federal or foreign Law, or breach of any duty imposed by Law or in equity, including securities Laws, negligence and gross negligence; (c) the right to object to or otherwise contest Claims or Interests; (d) claims pursuant to sections 362, 510, 542, 543, 544 through 550 or 553 of the Bankruptcy Code; and (e) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code.

 

“Debtor Release” has the meaning set forth in section 10.2 of the Plan.

 

“Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.

 

“Estate” means as to each Debtor, the estate created for such Debtor in its Chapter 11 Case pursuant to sections 301 and 541 of the Bankruptcy Code upon the commencement of such Debtor’s Chapter 11 Case.

 

“Exculpated Parties” means collectively, and in each case in its capacity as such, the means (a) the Debtors; (b) the officers of each of the Debtors and the members of any board of directors or managers of each Debtor (or comparable governing body or Person) of each of the Debtors, in each case, who served in the Debtors’ Chapter 11 Cases between the Petition Date and the Effective Date; (c) the Committee (if any) and its members; and (d) all Retained Professionals.

 

“Existing Equity Interests” means, collectively, the shares (or any class thereof), common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profits interests of any Debtor and options, warrants, rights, or other securities or agreements to acquire or subscribe for, or which are convertible into or exercisable for the shares (or any class thereof), common stock, preferred stock, limited liability company interests, or other equity, ownership, or profit interests of any Debtors (in each case, whether or not arising under or in connection with any employment agreement); provided, however, the Secured Notes shall not be considered Existing Equity Interests.

 

“Plan Supplement” means the compilation of documents and forms of documents, agreements, instruments schedules, and exhibits to the Plan (in each case, as may be altered, amended, modified, or supplemented from time to time in accordance with the terms hereof, the RSA, the Bankruptcy Code and Bankruptcy Rules) to be Filed by the Debtors before the Confirmation Hearing or such later date as may be approved by the Bankruptcy Court on notice to parties in interest, including the following, as applicable: (a) the New Corporate Governance Documents; (b) to the extent known, the identity of the members of the New Board; (c) the Rejected Executory Contracts and Unexpired Leases Schedule, if any; (f) the List of Retained Causes of Action; (g) the Amended and Restated Secured Term Loan Credit Agreement; and (h) any and all other documentation necessary to effectuate the Restructuring Transactions or that is contemplated by the Plan.

 

“Related Parties” means, with respect to an Entity, collectively, (a) such Entity’s current and former Affiliates and (b) such Entity’s and such Entity’s current and former Affiliates’ directors, managers, officers, committee members, members of any governing body, shareholders, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles,

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managed accounts or funds, predecessors, participants, successors, assigns (whether by operation of law or otherwise), subsidiaries, current, former, and future associated entities, managed or advised entities, accounts or funds, partners, limited partners, general partners, principals, members, management companies, fund advisors, managers, fiduciaries, trustees, employees, agents (including any disbursing agent), advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, other representatives, and other professionals, representatives, advisors, predecessors, successors, and assigns, each solely in their capacities as such (including any other attorneys or professionals retained by any current or former director or manager in his or her capacity as director or manager of an Entity), and the respective heirs, executors, estates, servants and nominees of the foregoing.

 

“Released Parties” means each of, and in each case in their capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the Term Loan Secured Party; (d) the Secured Noteholders; (e) the Indenture Trustee; (f) the Secured Notes Collateral Agents; (g) all Holders of Claims and/or Equity Interests; and (h) each Related Party of each Entity in clauses (a) through (h), solely in their capacity as such; provided however, that in each case, an entity shall not be a Released Party if it (x) timely elects to opt out of the releases contained in the Plan or (y) timely Files with the Bankruptcy Court on the docket of the Chapter 11 Cases an objection to the releases contained in the Plan that is not resolved before Confirmation.

 

“Releasing Parties” means, each of, and in each case in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) each Company Party; (d) the Secured Term Loan Party; (e) the Secured Noteholders; (f) the Indenture Trustee; (g) the Secured Notes Collateral Agents; (h) all Holders of Claims that vote to accept the Plan or are deemed to accept the Plan; (i) all Holders of Claims that abstain from voting on the Plan and do not affirmatively opt out of the releases provided by the Plan by checking the box on the applicable Ballot indicating that they opt not to grant the releases provided in the Plan; (j) all Holders of Claims or Equity Interests that vote to reject the Plan or are deemed to reject the Plan and who do not affirmatively opt out of the releases provided by the Plan by checking the box on the applicable ballot or notice of non-voting status indicating that they opt not to grant the releases provided in the Plan; (k) with respect to each of the Entities in clauses (a) through (g), such Entities’ Related Parties, in each case solely in their capacity as such; provided that in each case, an Entity shall not be a Releasing Party if it timely objects to the releases contained in Section 10.2 of the Plan and such objection is not resolved before Confirmation.

 

“Required Consenting Lenders” means the Secured Term Loan Party and the Required Consenting Noteholders.

 

“Consenting Noteholders” means the beneficial owners of, or nominees, investment advisors, sub-advisors, or managers of accounts that beneficially hold, Secured Notes Claims that have executed and delivered counterpart signature pages to the RSA or a joinder thereto to counsel to the Company.

 

“Required Consenting Noteholders” means the Consenting Noteholders holding at least 67% of the Secured Notes Claims held by all Consenting Noteholders.

 

“Secured Noteholders” means the Holders of the Secured Notes.

 

“Secured Notes” means the secured notes issued under the Indenture.

 

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Exhibit B

Debtors

 

CALAMP CORP.

CALAMP WIRELESS NETWORKS CORPORATION

LOJACK GLOBAL LLC

SYNOVIA SOLUTIONS LLC

 

 

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Exhibit C

Form of Joinder

The undersigned (“Joinder Party”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of May 31, 2024 (as amended, supplemented, amended and restated, or otherwise modified from time to time, the “Agreement”), by and among the Company Parties and the Persons named therein as “Consenting Lenders” thereunder.

 

 

[Signature Page Follows]

 

 

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JOINDER PARTY: _________________

 

Date Executed: _________________

 

 

 

By:

Name:

Title:

 

Address:

E-mail address(es):

 

 

Aggregate Amounts Beneficially Owned or Managed on Account of:
Term Loan Claims	$
Secured Notes Claims
Existing Equity Interests

 

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ANNEX I TO THE JOINDER

 

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CALAMP REACHES COMPREHENSIVE AGREEMENT TO SIGNIFICANTLY REDUCE DEBT, GO PRIVATE, AND STRENGTHEN FINANCIAL FLEXIBILITY TO SUPPORT INNOVATION THROUGH A CONSENSUAL FINANCIAL RESTRUCTURING
 

Lynrock to become the principal equity owner and take CalAmp private

Continues to operate business as usual throughout this process

Enhanced liquidity to invest in innovation to support customers’ evolving needs

IRVINE, Calif., June 3, 2024 - CalAmp (Nasdaq: CAMP), a connected intelligence company helping people and organizations improve operational performance with a data-driven solutions ecosystem, today announced that it has entered into a Restructuring Support Agreement (“RSA”) with its principal secured lender, Lynrock Lake Master Fund LP (“Lynrock”), who will become the principal equity owner of CalAmp and take the Company private.

In a strategic move that strengthens its financial position, CalAmp intends to exchange the approximately $229 million of Convertible Senior Secured Notes held by Lynrock into equity interests in the reorganized company. During the financial restructuring, CalAmp’s U.S. and international operations will continue without disruption, and partners will be paid in the ordinary course of business.

To most efficiently complete the go-private transaction, CalAmp has voluntarily initiated proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. CalAmp enters this process with the strong support of Lynrock who has conveyed confidence in the Company’s long-term strategy and future growth prospects. Importantly, the RSA provides a roadmap for the Company to quickly navigate through this process following court approval of its prepackaged restructuring plan.

“The savings from eliminating the interest on the debt and the overhead of being a public company will allow us to invest more significantly in the numerous opportunities we see to support our customers’ needs,” said Chris Adams, President and Chief Executive Officer of CalAmp.

CalAmp is dedicated to emerging promptly from this process with a healthy balance sheet and strong cash flow generation that will enable it to be a stronger business partner.

About CalAmp

 

CalAmp (Nasdaq: CAMP) provides flexible solutions to help organizations worldwide monitor, track and protect their vital assets. Our unique device-enabled software and cloud platform enables commercial and government organizations worldwide to improve efficiency, safety, visibility and compliance while accommodating the unique ways they do business. With over 10 million active edge devices and 275+ approved or pending patents, CalAmp is the telematics leader organizations turn to for innovation and dependability. For more information, visit calamp.com, or LinkedIn, Twitter, YouTube or CalAmp Blog.

CalAmp, LoJack, TRACKER, Here Comes The Bus, Bus Guardian, CalAmp Vision, CrashBoxx and associated logos are among the trademarks of CalAmp and/or its affiliates in the United States, certain other countries and/or the EU. Spireon acquired the LoJack® U.S. Stolen Vehicle Recovery (SVR) business from CalAmp and holds an exclusive license to the LoJack mark in the United States and Canada. Any other trademarks or trade names mentioned are the property of their respective owners.

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Forward-Looking Statements

This announcement contains forward-looking statements (including within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the U.S. Securities Act of 1933, as amended) concerning CalAmp. These statements include, but are not limited to, statements regarding the Chapter 11 proceeding, our expected future business and financial performance and other statements identified by words such as such as “may”, “will”, “expect”, “intend”, “plan”, “potential”, “believe”, “seek”, “could”, “estimate”, “judgment”, “targeting”, “should”, “anticipate”, “predict”, “project”, “aim”, “goal”, and similar words, phrases or expressions. These forward-looking statements are based on management’s current expectations and beliefs, as well as assumptions made by, and information currently available to, management, current market trends and market conditions, and involve risks and uncertainties, many of which are outside of our control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements. Particular uncertainties that could materially affect future results are included in our filings with the U.S. Securities and Exchange Commission (“SEC”), including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings, which you may obtain for free at the SEC’s website at http://www.sec.gov. We undertake no intent or obligation to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise, which speak as of their respective dates except as required by law.

 

 

CalAmp Investor Contact:	CalAmp Media Contact:
Jikun Kim	Mark Gaydos
SVP & CFO	Chief Marketing & Product Officer
ir@calamp.com	Mgaydos@calamp.com

 

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v3.24.1.1.u2

Document And Entity Information	May 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 22, 2024
Entity Registrant Name	CalAmp Corp.
Entity Central Index Key	0000730255
Entity Emerging Growth Company	false
Entity File Number	0-12182
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-3647070
Entity Address, Address Line One	15635 Alton Parkway
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	(949)
Local Phone Number	600-5600
Entity Information, Former Legal or Registered Name	Not applicable
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 per share
Trading Symbol	CAMP
Security Exchange Name	NASDAQ

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