| Item 3. |
Source and Amount of Funds or Other
Consideration.
|
Item 3 of the Schedule 13D is hereby amended and supplemented as
follows:
The cost of the securities purchased by QAI UK in connection with
the Plan (as defined in Item 4 below) was approximately
$657 million. The Reporting Persons funded the purchase of the
securities with cash on hand.
| Item 4. |
Purpose of Transaction.
|
Item 4 of the Schedule 13D is hereby amended and supplemented as
follows:
On June 18, 2022, the United States Bankruptcy Court for the
Southern District of New York entered an order confirming the joint
plan of reorganization (as amended, restated, modified, revised or
supplemented from time to time, the “Plan”) filed by the Debtors
and dated as of May 25, 2022 [ECF No. 5753]. Pursuant to
the Plan, on September 13, 2022, the Debtors commenced the
preemptive rights offerings for the New Convertible Notes
Class A, New Convertible Notes Class B, New Convertible
Notes Class C (collectively, “New Convertible Notes”) and ERO
New Common Stock (each as defined in the Plan), which offerings
concluded on October 12, 2022. On November 3, 2022, the
Plan became effective pursuant to its terms and the Issuer emerged
from bankruptcy. In connection with the Issuer’s emergence, the
Reporting Persons’ shares of Common Stock originally received
pursuant to the Subscription Agreement were substantially diluted
to approximately 0.01% of the Issuer’s Common Stock, which
comprises 606,407,693,000 issued and outstanding shares in total.
Further, in connection with the Issuer’s emergence, the Reporting
Persons converted approximately $657 million of New
Convertible Notes Class B into 60,580,128,481 new shares of
Common Stock. As a result of the conversion of its New Convertible
Notes Class B, the Reporting Persons now hold approximately
10% of the Issuer’s Common Stock.
On November 3, 2022, QAI UK entered into a shareholders
agreement (the “Shareholders Agreement”) with the members of the
Parent GUC Ad Hoc Group (as defined therein), the Cueto group and
Delta. The Shareholders Agreement will implement the initial
composition of the board of directors of the Issuer contemplated
under the Plan in accordance with Chilean law, and provides that
for a period of two years after the date of the first shareholders’
meeting following the effective date of the Plan, all parties to
the Shareholders Agreement shall vote their shares and use
reasonable best efforts to cause the board of directors of the
Issuer to be comprised of five directors nominated by the Parent
GUC Ad Hoc Group, one director nominated by QAI UK, one director
nominated by Delta, and two directors nominated by the Cueto group.
In addition, for the first five years following the date of
execution of the Shareholders Agreement, recoveries on, or
distributions with respect to, QAI UK’s shares, along with those of
Delta and the Cueto group, issued upon conversion of their New
Convertible Notes Class B will be subordinated to any
recoveries on, or distributions with respect to, certain of the
shares held by the Parent GUC Ad Hoc Group upon the occurrence of a
liquidation event (as defined therein), until the Parent GUC Ad Hoc
Group (or any of their assignees who execute joinders to the
Shareholders Agreement) have recovered the entire amount
represented by their shares.
Additionally, on November 3, 2022, QAI UK entered into an
agreement (as amended and restated as of November 10, 2022, the
“Registration Rights Agreement”) with the Issuer, the Parent GUC Ad
Hoc Group, Delta and the Cueto group that provides for customary
registration rights with respect to the Issuer’s Common Stock.
The foregoing descriptions of the Shareholders’ Agreement and the
Registration Rights Agreement are qualified in then entirety by the
express terms of such agreements, a copies of which are attached
hereto as Exhibits 7.7 and 7.8, respectively, and are incorporated
herein by reference.
The Reporting Persons understand that as of the date hereof, Delta
holds approximately 10% and the Cueto group holds approximately 5%
of the Issuer’s Common Stock, and with respect to all of the
individual members of the Parent GUC Ad Hoc Group party to the
Shareholders Agreement, such parties, if aggregated together, hold
approximately 65% of the Issuer’s Common Stock as of the date of
the Shareholders Agreement on an as-converted basis assuming
conversion of all the New Convertible Notes held by such
parties.
The Reporting Persons disclaim membership in a “group” within the
meaning of Section 13(d) of the Act and beneficial ownership
over any of the shares of Common Stock beneficially owned by any
other person, including the Other Shareholders or any member of the
Parent GUC Ad Hoc Group, and nothing in this Amendment No. 5
shall be deemed an admission that the Reporting Persons are members
of a “group” within the meaning of Section 13(d) of the Act
and Regulation 13D-G
thereunder.