CMAX Caremax, Inc. - 8-K

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

DIP Credit Agreement

In connection with the Chapter 11 Cases, on November 19, 2024, the Bankruptcy Court entered an interim order (the “ Interim DIP Order ”) approving the Company, as borrower (the “ DIP Borrower ”), and certain subsidiaries of the Company from time to time party thereto as guarantors, entering into that certain Superpriority Priming Debtor-in-Possession Credit Agreement (the “ DIP Credit Agreement ”), dated November 19, 2024, with the lenders from time to time party thereto (the “ DIP Lenders ”) and Acquiom Agency Services LLC, as administrative agent and collateral agent. On December 18, 2024, the Bankruptcy Court entered an order approving the DIP Credit Agreement on a final basis (the “ Final DIP Order ”).

Pursuant to the DIP Credit Agreement, the DIP Lenders agreed, upon the terms and conditions set forth therein, to make available to the DIP Borrower a $122.0 million senior secured superpriority postpetition term loan financing facility (the “ DIP Facility ”). Under the DIP Facility, (i) $12.0 million in New Money DIP Loans was funded under the Interim DIP Order and (ii) $18.5 million in New Money DIP Loans was made available on a final basis (the “ Final DIP Loans ”) upon approval of the Final Dip Order and satisfaction of the other applicable conditions to any Final DIP Loans. Upon entry of the Final DIP Order, an aggregate principal amount of $91.5 million of Prepetition Loans held by the Prepetition Lenders was deemed to have been converted on a cashless, dollar-for-dollar basis into senior secured superpriority postpetition term loans under the DIP Facility. On December 19, 2024, the Dip Borrower drew the $18.5 million in Final Dip Loans.

The foregoing description of the DIP Credit Agreement and the DIP Facility does not purport to be complete and is qualified in its entirety by reference to the information regarding the DIP Credit Agreement and the DIP Facility set forth in the Previous 8-K (including the full text of the DIP Credit Agreement, a copy of which is filed as Exhibit 10.2 to the Previous 8-K), which information is incorporated by reference into this Item 2.03.

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 expects that its security holders will experience a complete loss on their investment.