- Current report filing (8-K)
November 04 2008 - 4:10PM
Edgar (US Regulatory)
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): October 30,
2008
TARRAGON
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
|
0-22999
(Commission
File
Number)
|
94-2432628
(IRS
Employer
Identification
No.)
|
423
West 55
th
,
12
th
Floor
New
York, New York 10019
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code:
(212) 949-5000
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 (
see
General Instruction
A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 1.01. Entry into a Material
Definitive Agreement.
On
October 30, 2008, Tarragon Corporation (“Tarragon” or the “Company”) entered
into a Restructuring Support and Forbearance Agreement (the “Agreement”) with
Taberna Capital Management LLC and The Bank of New York Mellon Trust Company,
N.A. (collectively, the “Noteholders”), Beachwold Partners, L.P., a Texas
limited partnership composed of William S. Friedman, Tarragon’s Chairman and
Chief Executive Officer, and his family, and Robert Rothenberg, Tarragon’s
President and Chief Operating Officer (collectively, the
“Affiliates”). Subject to the terms and conditions of the
Agreement, the Noteholders, as holder of all of Tarragon’s $125 million of
subordinated, unsecured notes, have agreed to support a financial restructuring
of Tarragon and to refrain from exercising any of their rights and remedies
under the terms of the subordinated notes through June 30, 2009. As
part of the financial restructuring, the subordinated notes and approximately
$38 million of indebtedness held by the Affiliates would be restructured and
become obligations of the reorganized Tarragon or an affiliated
issuer. The Agreement also contemplates that Tarragon will enter into
one or more definitive agreements with a sponsor of an overall financial
restructuring plan. Under the overall plan, which may be implemented
through a voluntary petition for chapter 11 bankruptcy protection, the sponsor
of the plan and certain Tarragon debt holders will receive shares of reorganized
Tarragon’s equity representing a controlling interest in the reorganized company
in exchange for the assumption of indebtedness.
The
foregoing description of the Agreement by and among the Company, the Noteholders
and the Affiliates is not complete and is qualified in its entirety by reference
to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Restructuring
Support and Forbearance Agreement dated as of October 30, 2008, by and
among Taberna Capital Management LLC, The Bank of New York Mellon Trust
Company, N.A., Tarragon Corporation, Beachwold Partners, L.P., and Robert
P.
Rothenberg. **
|
|
|
**Confidential treatment has been requested for portions of this
exhibit.
|
SIGNATURE
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.
Date: November
4, 2008
|
By:
|
/s/
Erin D. Pickens
|
|
|
Erin
D. Pickens
|
|
|
Chief
Financial Officer
|
EXHIBIT
INDEX
10.1
|
Restructuring
Support and Forbearance Agreement, dated as of October 30, 2008, by and
among Taberna Capital Management LLC, The Bank of New York Mellon Trust
Company, N.A., Tarragon Corporation, Beachwold Partners, L.P. and Robert
P.
Rothenberg.
**
**Confidential treatment has been requested for portions of this
exhibit.
|
Tarragon (MM) (NASDAQ:TARR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Tarragon (MM) (NASDAQ:TARR)
Historical Stock Chart
From Sep 2023 to Sep 2024