Sec Form 13D Filing - Anson Funds Management LP filing for View Inc. (VIEW) - 2024-04-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)*

View, Inc.

(Name of Issuer)

Class A common stock, par value, $0.0001 per share

(Title of Class of Securities)

92671V304

(CUSIP Number)

Tony Moore

Anson Funds Management LP

16000 Dallas Parkway, Suite 800

Dallas, TX 75248

(214) 866-0202

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 2, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No. 92671V304

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SCHEDULE 13D/A

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SCHEDULE 13D/A

CUSIP No. 92671V304

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SCHEDULE 13D/A

CUSIP No. 92671V304

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SCHEDULE 13D/A

CUSIP No. 92671V304

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SCHEDULE 13D/A

CUSIP No. 92671V304

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Explanatory Note

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on October 26, 2023 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 filed by the Reporting Persons on February 7, 2024 (together with this Amendment No. 2, the “Schedule 13D”), relating to the shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of View, Inc., a Delaware corporation (the “Issuer” or the “Company”). Except to the extent set forth in this Amendment No. 2, all material information disclosed in the Schedule 13D remains unchanged. Capitalized terms used but not defined in this Amendment No. 2 have the respective meanings set forth in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

The response to Item 6 of this Amendment No. 2 is incorporated by reference herein.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

On April 2, 2024, the Issuer, View Operating Corporation, and Iotium, Inc. (collectively, the “Debtors”) entered into a Restructuring Support Agreement (including all exhibits thereto, the “Restructuring Support Agreement”) with (i) lenders, including certain of the Reporting Persons, holding 100% of the aggregate principal amount of the Credit Agreement (as defined in the Original Schedule 13D), (ii) holders of Existing Notes (as defined in the Original Schedule 13D), including certain of the Reporting Persons, holding 90.3% of the aggregate principal amount of the Existing Notes (the parties described in (i) and (ii) collectively, the “Consenting Creditors”), and (iii) affiliate non-debtor guarantors View Smart Building Technology Inc., Iotium Systems Private Limited, and Iotium Systems Australia PTY LTD (together, the “Consenting Non-Debtor Guarantors”). Specifically, the Reporting Persons hold voting and dispositive power over the securities held by certain investment funds which are parties to the Restructuring Support Agreement: Anson Investments Master Fund LP, Anson East Master Fund LP, Anson North Star Tactical Equity Fund LP, Arch Anson Tactical Real Estate Fund LP, Arch Anson Tactical Real Estate NR Fund LP and Anson Opportunities Master Fund LP (the “Anson Funds”).

The Restructuring Support Agreement reflects an agreement to implement a prepackaged restructuring of the Company and other Debtors through the commencement of voluntary chapter 11 cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) with a prepackaged chapter 11 plan (the “Prepackaged Plan”), by which holders of the Debtors’ existing funded debt will receive 100% of the equity of the reorganized Company.

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The transactions contemplated by the Restructuring Support Agreement and the Prepackaged Plan include, among other things: (i) the conversion of the senior secured term loans under the Credit Agreement into 54.2% of the equity interests of the reorganized Company; (ii) the conversion of the Existing Notes into 10% of the equity interests of the reorganized Company; (iii) issuance of 35.8% of equity interests in the reorganized Company to the lenders that provide the Tranche C Funding Commitment (as defined in the Restructuring Support Agreement); and (iv) the cancellation of all existing equity interests of all Debtors, including the Issuer’s Class A Common Stock and warrants held by the Reporting Persons.

The Restructuring Support Agreement also contemplates a $17.5 million debtor-in-possession (“DIP”) financing facility to be provided by certain existing lenders or affiliates thereof (including the Anson Funds), which may be rolled into an exit facility and upon emergence, a $32.5 million new-money exit financing facility to be provided by certain existing lenders or affiliates thereof (including the Anson Funds). Specifically, pursuant to a term sheet dated April 2, 2024 (the “DIP Term Sheet”), by and among the Company, as Borrower, the other Debtors, as guarantors, Cantor Fitzgerald Securities, as administrative agent, and the lenders party thereto, including the Anson Funds (collectively, the “DIP Lenders”), and in connection with the Chapter 11 Cases and the Restructuring Support Agreement, the DIP Lenders have agreed to provide a priming, senior secured, superpriority debtor-in-possession delayed draw term loan facility (the “DIP Facility”) in an aggregate principal amount equal to up to $17,500,000 to the Company on the terms set forth in the DIP Term Sheet, the Bankruptcy Court’s (as defined below) order governing the DIP Facility and any other definitive documentation to be negotiated, executed, and delivered by the Company, Cantor Fitzgerald Securities, and the DIP Lenders in connection therewith. The DIP Lenders’ obligations to provide the DIP Facility are subject to various conditions customary for DIP financings of this type, as described in the DIP Term Sheet.

The Restructuring Support Agreement contains customary representations, warranties, affirmative and negative covenants, and events of default. The Restructuring Support Agreement contains milestones relating to the Chapter 11 Cases (as defined below), which include the dates by which the Debtors are required to, among other things, file certain motions and documents (including the Prepackaged Plan and disclosure statement for the Prepackaged Plan (the “Disclosure Statement”)) with the Bankruptcy Court, obtain certain orders of the Bankruptcy Court, and consummate the Debtors’ emergence from chapter 11 protection.

The Restructuring Support Agreement may be mutually terminated by the Required Consenting Creditors (as defined in the Restructuring Support Agreement) and the Company. The Restructuring Support Agreement will automatically terminate after the effective date of the Prepackaged Plan. Moreover, the Consenting Creditors, the Consenting Non-Debtor Guarantors, and the Company each have termination rights if certain conditions, including milestones set forth in the Restructuring Support Agreement, as applicable, are not met.

The entry into the Restructuring Support Agreement constitutes an event of default that accelerated the Debtors’ respective obligations under certain debt instruments, including but not limited to the Credit Agreement, pursuant to which the Anson Funds are lender parties. The terms of the Credit Agreement provide that, as a result of the entry into the Restructuring Support Agreement, the principal and accrued and unpaid interest due thereunder shall be immediately due and payable. The amount of the obligations due under the Credit Agreement is approximately $52,108,299. Any efforts to enforce such payment obligations under the Credit Agreement are automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights to enforce the Credit Agreement are subject to the applicable provisions of the Bankruptcy Code.

As contemplated by the Restructuring Support Agreement, on April 2, 2024 (the “Petition Date”), the Debtors filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for relief under chapter 11 of the Bankruptcy Code, thereby commencing the chapter 11 cases (the “Chapter 11 Cases”).

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The transactions contemplated by the Restructuring Support Agreement, the Prepackaged Plan, and the DIP Term Sheet are subject to certain customary conditions, including approval by the Bankruptcy Court. Accordingly, no assurance can be given that the transactions described in the Restructuring Support Agreement, including the Prepackaged Plan, or that the DIP Facility, will be consummated.

The foregoing description of each of the Restructuring Support Agreement, including the Prepackaged Plan and the DIP Term Sheet, does not purport to be complete and is qualified in its entirety be reference to the full and complete terms of the Restructuring Support Agreement, including the Prepackaged Plan attached as Exhibit B thereto, and the DIP Term Sheet, a copy of each of which is attached as an exhibit to this Schedule 13D and is incorporated by reference herein.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 5, 2024

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