8937
Form
(December 2011)
Department of the Treasury
Internal Revenue Service
Part I
Report of Organizational Actions
Affecting Basis of Securities
OMB No. 1545-2224
10- See separate instructions.
Reporting Issuer
2 Issuer's employer identification number (E1N)
1 Issuer's name
Light Tower Rentals, Inc.
3 Name of contact for additional information
75-2564893
4 Telephone No. of contact
5 Email address of contact
432-367-2120
Keith Muncy
6 Number and street (or P.O. box if mail is not delivered to street address) of contact
[email protected]
7 City, town, or post office, state, and Zip code of contact
2330 E. 1-20 S. Service Rd.
8 Date of action
Odessa, TX 79766
9 Classification and description
8.125% Senior Secured Notes due 2019; Convertible preferred stock - Series A
12 Ticker symbol
13 Account number(s)
11 Serial number(s)
[USU5409RAA151
[US53225CAB72]
[US53225CAA99]
Part
Organizational Action Attach additional statements if needed. See back of form for additional questions.
14 Describe the organizational action and, if applicable, the date of the action or the date against which shareholders' ownership is measured for
the action
On October 7, 2016, Light Tower Rentals, Inc. (the "Company") and its affiliated debtors and certain debtors in possession
October 7, 2016
10 CUS1P number
[U5409R AM]
[53225C AB71
[53225C AA9]
jointly underwent a Chapter 11 bankruptcy reorganization. As part of the reorganization, holders of the Company's 8.125% Senior Secured
Notes due 2019 (the "Old Notes") received 10.000% Senior Secured PIK Toggle Notes due 2021 issued by the Company (the "New Notes")
and membership interests in LTR Group Holdings, LLC (the "New LTR Holdings Interests") in exchange for the Old Notes. Holders of certain
convertible preferred interests in LTR Investco, Inc. ("Investco") received penny and non-penny warrants exercisable into New LTR Holdings
Interests.
15
Describe the quantitative effect of the organizational action on the basis of the security in the hands of a U.S. taxpayer as an adjustment per
share or as a percentage of old basis).- See attachment.
16
Describe the calculation of the change in basis and the data that supports the calculation, such as the market values of securities and the
valuation dates 110- See attachment.
For Paperwork Reduction Act Notice, see the separate Instructions.
Cat No. 37752P
Form 8937 (12-2011)
Page 2
Form 8937 (Rev. 12-2011)
Organizational Action (continued)
17
List the applicable Internal Revenue Code section(s) and subsection(s) upon which the tax treatment is based $,- 351(a) and (b) , 354(a), 358
368, and 1001.
18
Can any resulting loss be recognized?
See attachment.
Provide any other information necessary to implement the adjustment, such as the reportable tax year The reorganization was
consummated on October 7, 2016. Consequently, the reportable taxable year for reporting the tax effect of the organizational action
is the taxable year that includes October 7, 2016.
19
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and
belief, it is true, correct, and
,.lete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign
Here Signature
Date
Print your name lo- J mes Flatt
Print/Type preparer's name
Paid
Preparer James Flatt
Use Only Firm's name
Preparer',7 3ignature
Title
Date
Partner
Check 0 if
self-employed PTIN
P00444540
Firm's FIN IP,- 75-0786316
Weaver
400W. Illinois, Suite 155, Midland TX 79701
Phone no..
432-570-3040
Send Form 8937 (including accompanying statements) to: Department of the Treasury, Internal Revenue Service, Ogden, UT 84201-0054
Firm's address
IP-
11,-
Attachment to Form 8937
Light Tower Rentals, Inc. (EIN 75-2564893)
Report of Organizational Actions Affecting Basis of Securities
Form 8937 Part II
Noteholders
The Company expects that the noteholders who participated in the reorganization
("Noteholders") will be treated as exchanging a portion of their Old Notes for the New LTR
Holdings Interests and the remaining portion of their Old Notes for the New Notes, in distinct
transactions for U.S. federal income tax purposes.
The Company expects that the exchange of the Old Notes for the New LTR Holdings Interests
will qualify as a contribution described in Section 351(a) of the Internal Revenue Code ("Code").
Under this approach, a Noteholder's aggregate tax basis in the New LTR Holdings Interests
received would generally equal such Noteholder's aggregate tax basis in the allocable portion of
the Old Notes treated as exchanged therefor, and no loss could be recognized by the Noteholder.
If the exchange of the Old Notes for the New Notes is treated as a "recapitalization," a
Noteholder's aggregate tax basis in the New Notes received would generally equal the
Noteholder's aggregate tax basis in the allocable portion of the Old Notes treated as exchanged
therefor, and no loss could be recognized by the Noteholder. If the exchange of the Old Notes
for the New Notes does not qualify as a recapitalization, a Noteholder's aggregate tax basis in a
New Note would generally equal the issue price of the New Note for U.S. federal income tax
purposes, and loss (if any) could be recognized by the Noteholder.
Convertible Preferred Interest Holders
To the extent that the holders of Series A convertible preferred interests of Investco
("Convertible Preferred Interest Holders") are treated as exchanging a portion of their
convertible preferred interests of Investco for penny warrants exercisable into the New LTR
Holdings Interests, the Company expects that such exchange will qualify as a contribution
described in Section 351(a) of the Code. Under this approach, a Convertible Preferred Interest
Holder's aggregate tax basis in the penny warrants would generally equal such Convertible
Preferred Interest Holder's tax basis in the allocable portion of the convertible preferred interests
treated as exchanged therefor, and no loss could be recognized by the Convertible Preferred
Interest Holder.
To the extent that the Convertible Preferred Interest Holders are treated as exchanging a portion
of their convertible preferred interests of Investco for warrants exercisable into the New LTR
Holdings Interests at a fixed (and non-nominal) strike price ("non-penny warrants"), the
Company expects that such exchange will be treated as a taxable receipt of "boot" under Section
351(b) of the Code. Under this approach, a Convertible Preferred Interest Holder's aggregate tax
basis in the non-penny warrants would generally equal such Convertible Preferred Interest
Holder's tax basis in the allocable portion of the convertible preferred interests treated as
exchanged therefor phis the amount of gain recognized in respect of the non-penny warrants in
the exchange, and no loss could be recognized by the Convertible Preferred Interest Holder.