Akumin : Bankruptcy - Form 8-K

Item 1.03 Bankruptcy or Receivership.

Amendment to Debtor-in-PossessionFinancing

On October 23, 2023, in connection with the restructuring (the "Restructuring") of Akumin Inc. (the "Company"), the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") entered the interim order attached as Exhibit 10.1 to the Company's Current Report on Form 8-Kfiled with the U.S. Securities and Exchange Commission (the "Commission") on October 27, 2023 (the "Interim DIP Order") authorizing the Company to obtain junior secured postpetition financing (the "DIP Financing") from Stonepeak Magnet Holdings LP ("Stonepeak") on terms and conditions consistent with the Summary of Proposed Terms and Conditions for DIP Financing and use of Cash Collateral attached to the Interim DIP Order as Exhibit A (the "DIP Term Sheet"). Pursuant thereto, the Debtors (as defined below) unconditionally guaranteed, on a joint and several basis, the Company's obligations in connection with such postpetition financing, consisting of a delayed draw term loan facility (the "DIP Facility") in an aggregate principal amount not to exceed $75 million (the "DIP Facility Commitment"), and the loans made under the DIP Facility (including through the payment of in-kindinterest) (the "DIP Facility Loans"), subject to the terms and conditions set forth in the DIP Term Sheet and the Interim DIP Order.

On November 29, 2023, the Bankruptcy Court entered the final order attached to this Current Report on Form 8-Kas Exhibit 10.1 (the "Final DIP Order," and together with the Interim DIP Order, the "DIP Orders") authorizing the Company to obtain DIP Financing from Stonepeak on terms and conditions consistent with the amended DIP Term Sheet attached to the Final DIP Order as Exhibit A (the "Amended DIP Term Sheet"). Pursuant thereto, the Bankruptcy Court authorized, among other things, (i) an increase of the DIP Facility Commitment from $75 million to $130 million (the "Amended DIP Facility Commitment") and (ii) the Company to enter into the DIP Facility and incur the DIP Facility Loans.

The foregoing descriptions of the DIP Orders, the DIP Term Sheet, the Amended DIP Term Sheet, and the DIP Facility do not purport to be complete and are qualified in their entirety by reference to (1) the full text of the Interim DIP Order and its exhibits, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-Kfiled with the with the U.S. Securities and Exchange Commission (the "Commission") on October 27, 2023 and is incorporated herein by reference and (2) the full text of the Final DIP Order and its exhibits, which is filed as Exhibit 10.1 to this Current Report on Form 8-Kand is incorporated herein by reference.

Notices of Borrowing of $16 million in Debtor-in-PossessionFinancing from Stonepeak

On November 29, 2023, the Company delivered to Stonepeak a Notice of Borrowing, dated November 29, 2023 (the "Notice of Borrowing") pursuant to the terms of the Amended DIP Term Sheet and the Final DIP Order, requesting that Stonepeak provide funding under the DIP Facility in the aggregate principal amount of $10 million (the "DIP Loan").

On December 4, 2023, the Company delivered to Stonepeak a Notice of Borrowing, dated December 4, 2023 (the "Additional Notice of Borrowing") pursuant to the terms of the Amended DIP Term Sheet and the Final DIP Order, requesting that Stonepeak provide funding under the DIP Facility in the aggregate principal amount of $6 million (the "Additional DIP Loan," and together with the DIP Loan, the "DIP Loans").

The foregoing descriptions of the Notice of Borrowing and of the Additional Notice of Borrowing do not purport to be complete and are qualified in their entirety by reference to the full text of the Notice of Borrowing and of the Additional Notice of Borrowing, which are filed as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K,respectively, and are incorporated herein by reference.

Confirmation of the Prepackaged Plan

This summary is qualified in its entirety by reference to the Prepackaged Plan (as defined below) and the Confirmation Order (as defined below), and capitalized terms used but not defined in the following summary shall have the meanings ascribed to them in the Prepackaged Plan.

As previously reported in the Company's Current Report on Form 8-Kfiled with the Commission on October 23, 2023, the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the"Bankruptcy Code") in the Bankruptcy Court on October 22, 2023, thereby commencing chapter 11 cases for the

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Company and its debtor affiliates (collectively, the "Debtors", and such cases, the "Chapter 11 Cases"). As part of the Chapter 11 Cases, the Debtors sought approval by the Bankruptcy Court of the Joint Prepackaged Chapter 11 Plan of Reorganization of Akumin Inc. and its Debtor Affiliates (as amended, supplemented or otherwise modified from time to time, the "Prepackaged Plan"). On November 30, 2023, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Prepackaged Plan.

The Prepackaged Plan, as confirmed by the Bankruptcy Court, creates 11 classes of Claims and Interests in the Debtors. Holders of Allowed Claims in Class 1 (Other Secured Claims), Class 2 (Other Priority Claims), Class 3 (Prepetition RCF Facility Claims), Class 4 (Prepetition 2025 Notes Claims), Class 5 (Prepetition 2028 Notes Claims), Class 6 (Prepetition Series A Note Claims), and Class 7 (General Unsecured Claims) are entitled to receive distributions under the Prepackaged Plan subject to the terms thereunder. Holders of Allowed Claims or Interests, as applicable, in Class 8 (Intercompany Claims), Class 10 (Other Equity Interests), and Class 11 (Intercompany Interests) may, at the election of the applicable Debtor (with the consent of the Consenting Investor and in consultation with the Required Consenting Noteholders to the extent the holders of the New Notes may reasonably be impacted) have their respective Claims or Interests, as applicable, (i) Reinstated, (ii) canceled, released, and extinguished, or (iii) otherwise addressed at the option of each applicable Debtor.

Holders of Allowed Interests in Class 9 (Existing Common Stock Interests) shall have such Interests canceled, released, and extinguished and such Interests will be of no further force or effect upon the effective date of the Prepackaged Plan. Notwithstanding the foregoing, Holders of Interests in Class 9 (Existing Common Stock Interests) shall receive their Pro Rata Share of a Consenting Investment Cash Contribution and their Pro Rata Share of certain CVRs, in each case subject to the terms and limitations set forth in the Prepackaged Plan. The Holder of Claims in Class 6 (Prepetition Series A Note Claims) shall receive 100% of the New Common Stock of Reorganized Parent, subject to dilution (i) in accordance with the New Corporate Governance Documents and (ii) for any New Common Stock issued to the Holder of Allowed DIP Claims.

In addition, the Company will pay Administrative Claims, Professional Fee Claims, Priority Tax Claims, and certain other Restructuring Expenses due and owing under the Prepackaged Plan.

The foregoing description of the Confirmation Order does not purport to be complete and is qualified in its entirety by reference to the full text of the Confirmation Order, which is filed as Exhibit 10.4 to this Current Report on Form 8-Kand is incorporated herein by reference.