BKWeek 2012 01 30
BKWeek 2012 01 30
BKWeek 2012 01 30
BANKRUPTCIES
Ener1 Chapter 11 Petition, Plan Filed Ener1 filed for Chapter 11 protection with the U.S. Bankruptcy Court in the Southern District of New York, case number 12-10299. The Company, which is a holding company for entities engaged in the research, development and production of rechargeable batteries and battery packs, is represented by Michael J. Venditto of Reed Smith. Concurrent with its petition, the Company also filed with the Court a Joint Prepackaged Plan of Reorganization and related Disclosure Statement. The Company explains that its plan has been unanimously accepted by all impaired creditors. See Feature on P. 3 for more information on Ener1, Inc. Evergreen Energy Chapter 7 Petition Filed Evergreen Energy and 9 affiliated Debtors filed for Chapter 7 protection with the U.S. Bankruptcy Court in the District of Delaware, lead case number 12-10289. The Company, which is engaged in the production of clean energy, is represented by Mark D. Collins of Richards, Layton & Finger. According to documents filed with the SEC, the Companys financial condition continued to deteriorate during 2010: We are continuing to evaluate restructuring and capital raising alternatives. Without an additional influx of capital, we will not be able to pursue our business plan and may not be able to remain a going concern. Waste2Energy Holdings Additional Chapter 11 Petitions Filed Three additional Debtors filed for Chapter 11 protection and filed motions seeking to consolidate under the November 2011 bankruptcy proceeding of parent company: Waste2Energy Holdings. According to documents filed with the Court, The filing of the Subsidiary Debtors chapter 11 petitions was necessitated to maximize the return of value for the Parent Debtor and the Subsidiary Debtors creditor-bodies and estates and to prevent the piecemeal dismantling of the technology processes which underlie the intrinsic value of the Parent Debtor and the Subsidiary Debtors.
CONTENTS
Financial Reports Case Status Retentions 2 6 8 10 11 12 18
For more information, consult www.BankruptcyData.com Copyright 2012 New Generation Research 225 Friend Street, Suite 801 Boston, MA 02114
Page 1
FINANCIAL REPORTS
General Maritime M.O.R. Filed General Maritime filed with the U.S. Bankruptcy Court a monthly operating report for November 17, 2011 through November 30, 2011. For the period the Company reported a net loss of $19 million on $5.9 million in revenue. Great Atlantic & Pacific Tea Company M.O.R. Filed Great Atlantic & Pacific Tea Company filed with the U.S. Bankruptcy Court a monthly operating report for November 6, 2011 to December 3, 2011. For the period, the Company reported a net loss of $62 million. Imperial Capital Bancorp M.O.R. Filed Imperial Capital Bancorp filed with the U.S. Bankruptcy Court a monthly operating report for December 2011. For the period, the Company reported a net loss of $392,757 on zero revenue. Lee Enterprises M.O.R. Filed Lee Enterprises filed with the U.S. Bankruptcy Court a monthly operating report for December 2011. For the period, the Company reported net income of $3.1 million on $61 million in revenue. PFF Bancorp M.O.R. Filed PFF Bancorp filed with the U.S. Bankruptcy Court a monthly operating report for December 2011. For the period, the Company reported a net loss of $118,688 on zero revenue. PMI Group M.O.R. Filed PMI Group filed with the U.S. Bankruptcy Court a monthly operating report for December 2011. For the period, the Company reported a net loss of $4.5 million on zero revenue. TerreStar Corporation M.O.R. Filed TerreStar Corporation filed with the U.S. Bankruptcy Court a monthly operating report for December 2011. For the period, the Company reported a net loss of $1.2 million on $2 million in revenue. (Financial Reports continued on P. 17)
CALENDAR
January 30, 2012 Ahern Rentals, Inc. Chapter 11: December 22, 2011 The U.S. Trustee assigned to the Ahern Rentals case scheduled a January 30, 2012 341-Meeting of Creditors. Real Mex Restaurants, Inc. Chapter 11: October 4, 2011 The U.S. Bankruptcy Court scheduled a January 30, 2012 sale hearing in the Real Mex Restaurants case. January 31, 2012 MF Global Holdings Ltd. Chapter 11: October 31, 2011 The U.S. Bankruptcy Court scheduled a January 31, 2012 customer claims deadline in the MF Global Holdings case. February 1, 2012 Washington Mutual, Inc. Chapter 11: September 26, 2008 The U.S. Bankruptcy Court scheduled a February 1, 2012 hearing to consider Washington Mutuals official creditors committees motion to alter or amend the Courts opinion and order regarding subordination of the claim of Tranquility Master Fund. (Calendar continued on P. 20)
DOCUMENTS POSTED
The following documents were posted on BankruptcyData.com since publication of the last issue: Eastman Kodak Company Ener1, Inc. Evergreen Energy Inc. FirstFed Financial Corp. Official Committee of Unsecured Creditors Chapter 11 Petition/Largest Creditors Chapter 7 Petition Holdco Advisors Chapter 11 Plan of Reorganization & related DS and Prepackaged Plan of Reorganization & related DS www.BankruptcyData.com - Page 2
FEATURE:
scale, lithium-ion automotive battery systems. Ener1 also conducts research and development activities on fuel cells and nano coating processes through other subsidiaries: NanoEner, Inc. is building prototype equipment that utilizes a proprietary vapor deposition and solidification process for depositing materials onto battery electrodes as part of the battery cell manufacturing process. EnerFuel, Inc. is working on developing a hydrogen fuel cell range extender for PEVs and has created a high temperature fuel cell stack. Through subsidiaries TVG Saehan Holdings and TVG SEI Holdings, Ener1 owns 94% of Ener1 Korea, Inc., a South Korean based manufacturer of flat or prismatic batteries used in EnerDels battery packs. Restructuring Initiatives In documenting the causes of its financial difficulties, Ener1 explains that the market for advanced rechargeable batteries is at a relatively early stage of development and that competition in this niche industry is intense. Ener1 writes, This competition ranges from development stage companies to major Fortune 500 domestic and international companies, many of which have significant financial, technical, marketing, sales, manufacturing, distribution, and other resources. Ener1s business plan has historically been premised on consumers adopting the use of electric vehiclesand a subsequent uptick in the demand for lithium-ion batteries. The Company explains that its anticipated rise in the popularity of electric vehicles did not materialize, which in turn harmed the Debtors business, operating results, financial condition and prospects. Ener1 also points to volatility in the debt and equity marketsadversely impacting the Companys ability to secure much-needed financing. The Company states that its prospects were further eroded as a result of the insolvency of Norway-based Think Holdings AS, and the resulting failure of EnerDel operating subsidiary: Think Global. Think Global, an electric car company located in Oslo, Norway manufactured cars under the TH!NK brand; however, Think Global stopped producing vehicles in March 2011. Think Holdings filed for bankruptcy protection in Norway three months later. (Feature continued on P. 4)
Address: Suite 25C 1540 Broadway New York, NY 10036 212 920-3500 Bankruptcy Case Summary Bankruptcy Date: 1/26/2012 Case Number: 12-10299 Action Type: 11 District: Southern District of New York Filing City: Manhattan, NY Judge: Martin Glenn Counsel for Debtor Reed Smith LLP Michael J. Venditto 599 Lexington Avenue New York, NY 10022 212 205-6081 Corporate History & Current Operations Holding company Ener1, Inc. was formed in 1985 and known as Boca Research Corp. until 2002. The Company is engaged in the pursuit of multiple alternative energy applications and storage solutions through its foreign and domestic subsidiaries and a joint venture. The Debtors subsidiarieswhich did not file for Chapter 11 protectiondesign, develop and manufacture high-performance, prismatic, rechargeable lithium-ion batteries and battery pack systems for utility grid, transportation and industrial applications. Although none of Ener1s subsidiaries are expected to be Debtors in the bankruptcy proceeding, the Company believes that these subsidiaries will benefit from the infusion of up to $81 million in new capital, which will be effected through consummation of the Companys Prepackaged Plan of Reorganization. Ener1 advises, If the Plan is confirmed, it is not contemplated that there will be a need for any of these subsidiaries to commence a bankruptcy case. Wholly-owned subsidiary EnerDel is one of the only U.S. manufacturers producing large-
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FEATURE CONTINUED
Ener1 explains that Think Global was a major customer of its operating subsidiaries. In addition to the obvious loss of business caused by this bankruptcy, the filing also resulted in the write-off of the Ener1s investment in Think Holdings. As a result of the Think Holdings failure, Ener1 announced in August 2011 the need to restate its financial statements for the period included in an amended annual report on Form 10-K/A for the year ended December 31, 2010, as well as an amended Form 10-Q/A for the quarter ended March 31, 2011to reflect the impairments of its investment in Think Holdings. Just one month later, Ener1 announced key leadership changes: board member Thomas J. Snyder replaced Charles Gassenheimer as chairman by assuming the role of non-executive chairman. Chris Cowger, who had been serving as president of Ener1, took over as chief executive officer from Gassenheimer, who announced he would be leaving the Company. In addition, Ener1s board of directors was expanded from nine to 10 board seats, with Cowger to fill the new board seat. In October 2011, Ener1 was notified by NASDAQ that the Company did not comply with its filing requirements for continued listing as a result of its failure to file a quarterly report for the period ended June 30, 2011 on a timely basisas well as its failure to submit a plan to NASDAQ to regain compliance. NASDAQ suspended trading of Ener1s common stock and, in December 2011, removed the securities from listing. According to Ener1, the Company experienced a significant liquidity crunch in Fall 2011. This situation left it unable to service existing debt obligations and properly fund the operations of its subsidiaries. Capital markets and traditional lending sources were not available due to the Companys lack of current financial statements. Ener1 states that it pursued strategic alternatives, including the possibility of selling assets and attracting capital from strategic investors, but ultimately determined that a restructuring was inevitable. As a result, Ener1 initiated a restructuring process that focused on cost reduction, management changes, development of a long-range business plan and the engagement of turnaround professionals. As part of this restructuring process, Ener1 initiated negotiations with the holders of the Senior Notes, Bzinfin and ITOCHU regarding restructuring its debt obligations and obtaining additional financing. In November 2011, Ener1 announced another executive change: Alex Sorokin joined the Company as interim chief executive officer to lead the Companys continuing efforts to improve its performance and shift its business toward heavy-duty transportation and electric grid energy storage applications. Nicholas Brunero, who had served as Ener1s general counsel since 2008, accepted the additional role of interim president; and Dale E. Parker, joined Ener1 as interim chief financial officer. Both Cowger, who most recently served as chief executive officer; and Jeffrey Seidel who served as chief financial officer, resigned from Ener1. Snyder commented, Alex and Dale bring a strong combination of operational and financial expertise with companies that are undergoing change. Together with Nick Brunero, who has been a part of nearly every facet of our business over the last three-and-a-half years, they will sharpen our focus on how we leverage Ener1s energy storage expertise, while implementing a sustainable structure to support our go-forward business strategy. Ener1s release explains that Sorokin was selected for the role because of his nearly thirty years of experience successfully leading companies through periods of transition and transformation. After several months of discussions and negotiations, the Company and its plan support parties entered into a Plan Support Agreement on January 26, 2012. The Plan Support Agreement provides that Bzinfin provide a D.I.P. facility for general working capital and operational expenses. According to the Company, its Pre-packaged Planwhich was filed concurrently with its Chapter 11 petition, is the product of substantial negotiations between the Company and its longterm debt holders. (Feature continued on P. 16)
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Counsel Retentions Pachulski Stang Ziehl & Jones LLP Young Conaway Stargatt & Taylor, LLP Greenberg Traurig, LLP Lowenstein Sandler PC Skadden, Arps, Slate, Meagher & Flom LLP Akin Gump Strauss Hauer & Feld LLP Curtis, Mallet-Prevost, Colt & Mosle LLP Dewey & LeBoeuf LLP Gordon Silver Jager Smith P.C. Jones Day Kasowitz, Benson, Torres & Friedman LLP Kirkland & Ellis LLP Kramer Levin Naftalis & Frankel LLP Morris, Nichols, Arsht & Tunnell LLP Morrison & Foerster LLP Paul Hastings LLP Pepper Hamilton LLP Richards, Layton & Finger, P.A. Sidley Austin LLP Troutman Sanders LLP
Accountant/Auditor and/or Tax Advisor Retentions PricewaterhouseCoopers LLP Ernst & Young LLP Deloitte Tax LLP Deloitte & Touche LLP KPMG LLP Grant Thornton LLP BDO USA, LLP
Claims Agent Retentions Garden City Group, Inc. Kurtzman Carson Consultants LLC EPIQ Bankruptcy Solutions, LLC
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CASE STATUS
The chart below indicates the status, the filing of a Plan and/or an extension or termination of each Debtors exclusivity or, alternatively, the filing of a new publicly-traded bankruptcy, of all currently active public U.S. Bankruptcy Court proceedings listing total pre-petition assets of $100 million or more. Company 155 East Tropicana, LLC 3dfx Interactive, Inc. Ahern Rentals, Inc. Ambac Financial Group, Inc. AmericanWest Bancorporation Ames Department Stores, Inc. (2001) AMR Corporation Arlington Hospitality, Inc. Ascendia Brands, Inc. BankUnited Financial Corporation Blockbuster Inc. Buffets Restaurants Holdings, Inc. (2012) CDC Corporation Delta Petroleum Corporation Dynegy Holdings, LLC Eastman Kodak Company Ener1, Inc. Evergreen Solar, Inc. Filene's Basement, LLC (Syms Corp.) (2011) FirstFed Financial Corp. General Maritime Corporation Great Atlantic & Pacific Tea Company, Inc. Harrington West Financial Group, Inc. Hartmarx Corporation Imperial Capital Bancorp, Inc. Indianapolis Downs, LLC Lee Enterprises, Incorporated Lehman Brothers Holdings Inc. Majestic Capital, Ltd. MF Global Holdings Ltd. Nebraska Book Company, Inc. NewPage Corporation Nortel Networks, Inc. Omega Navigation Enterprises, Inc. PFF Bancorp, Inc. PMI Group, Inc., The Point Blank Solutions, Inc. Radnor Holdings Corporation Real Mex Restaurants, Inc. Sharper Image Corporation ShengdaTech, Inc. Southeast Banking Corp. Bankruptcy Date 08/01/11 10/15/02 12/22/11 11/08/10 10/28/10 08/20/01 11/29/11 08/31/05 08/05/08 05/21/09 09/23/10 01/18/12 10/04/11 12/15/11 11/07/11 01/19/12 01/26/12 08/15/11 11/02/11 01/06/10 11/17/11 12/12/10 09/10/10 01/23/09 12/18/09 04/07/11 12/12/11 09/15/08 04/29/11 10/31/11 06/27/11 09/07/11 01/14/09 07/08/11 12/05/08 11/23/11 04/14/10 08/21/06 10/04/11 02/19/08 08/19/11 09/20/91 Case Status Plan Filed Plan Filed Within 120 Days of Filing DS Approved / Am. Plan Filed / Excl. Ext. DS Approved / Plan Filed Plan Filed / Exclusivity Extension Within 120 Days of Filing Plan Filed Unknown Exclusivity DS Approved / Amended Plan Filed Exclusivity Extension Prepackaged Plan Filed Within 120 Days of Filing Within 120 Days of Filing Amended Plan Filed Within 120 Days of Filing New Filing! Prepackaged Plan Filed Exclusivity Extension Within 120 Days of Filing Competing Plan Filed Within 120 Days of Filing DS Approved / Rev. Plan Filed / Excl. Ext. DS Approved / Plan Supp. Filed Exclusivity Expired Amended Plan & DS Filed Exclusivity Extension Confirmed -- Awaiting Emergence Confirmed -- Awaiting Emergence Plan Filed Within 120 Days of Filing DS Appr. / Am. Plan Filed / Excl. Ext. Req. Exclusivity Extension DS Filed Exclusivity Extension Unknown Exclusivity Within 120 Days of Filing Amended Plan Filed / Exclusivity Extension DS Approved / Plan Supplement Filed Exclusivity Extension Exclusivity Expired Exclusivity Extension Confirmed -- Awaiting Emergence (Case Status continued on P. 7)
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Investment Banker Retentions Rothschild, Inc. Moelis & Company Lazard Freres & Co., LLC Jefferies & Co. Perella Weinberg Partners LP
# of Retentions 5 4 3 2 2
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Ahern Rentals, Inc. Chapter 11: December 22, 2011 (1/26/2012) Ahern Rentals official committee of unsecured creditors filed with the U.S. Bankruptcy Court motions to retain FTI Consul-ting (Contact: Matthew Pakkala) as financial advisor at the following hourly rates: administrative/ paraprofessional at $115 to 230, consultant/senior consultant at 280 to 530, director/managing director at 560 to 745 and senior managing director at 780 to 895 and Covington & Burling (Contact: Michael St. Patrick Baxter) as counsel at the following hourly rates: paralegal at $200 to 360, associate at 330 to 445, special counsel at 730 and of counsel at 855. Buffets Restaurants Holdings, Inc. Chapter 11: January 18, 2012 (1/27/2012) Buffets Restaurants Holdings filed with the U.S. Bankruptcy Court motions to retain Paul, Weiss, Rifkind, Wharton & Garrison (Contact: Jeffrey Safterstein) as attorney at the following hourly rates: partner at $830 to 1,120, counsel at 760 to 795, associate at 375 to 760 and legal assistant at 85 to 250; Young Conaway Stargatt & Taylor (Contact: Pauline K. Morgan) as attorney at hourly rates ranging from $230 to 700; Moelis & Company (Contact: Robert J. Flachs) as financial advisor and capital markets advisor for a monthly fee of $150,000 and a $3 million restructuring fee; Huntley, Mullaney, Spargo & Sullivan (Contact: William Sullivan) as special real estate consultant for a monthly fee of $10,000 and PricewaterhouseCoopers (Contact: Chad Berge) as tax consultant at the following hourly rates: partner at $735, director at 595, manager at 495, senior associate at 395 and associate at 285.
CDC Corporation Chapter 11: October 4, 2011 (1/27/2012) The U.S. Bankruptcy Court approved CDCs official committee of equity security holders motion to retain Morgan Joseph TriArtisan as financial advisor. Delta Petroleum Corporation Chapter 11: December 15, 2011 (1/24/2012) Delta Petroleum filed with the U.S. Bankruptcy Court a motion to retain Hyperams (Contact: Thomas E. Pabst) as auctioneer for a commission of 10% of gross sales proceeds, a sale expense allowances for reimbursement of direct sale related expenses associated with Tranche One of $17,000 and a buyers premium not to exceed 15% and KPMG (Contact: Robert C. Dennis) as service provider for audit, tax compliance and tax consulting matters at the following hourly rates: partner at $375 to 500, senior manager at 325 to 350, manager at 275 to 300, senior associate at 200 to 225 and associate at 100 to 150. Dynegy Holdings, LLC Chapter 11: November 7, 2011 (1/23/2012) The examiner appointed to the Dynegy Holdings case filed with the U.S. Bankruptcy Court motions to retain Quinn Emanuel Urquhart & Sullivan (Contact: Susheel Kirpalani) as counsel for a discount of 10% on the rates of professionals and paraprofessionals who incur time on the engagement and Zolfo Cooper (Contact: Scott W. Winn) as financial advisor at the following hourly rates: managing director at $775 to 825, professional staff at 230 to 695 and support personnel at 55 to 295.
(Retentions continued on P. 9)
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(Contact: Louis J. Freeh) as advisor at hourly rates ranging from $250 to 600 and Morrison & Foerster (Contact: Brett H. Miller) as bankruptcy counsel at hourly rates ranging from $380 to 975. PMI Group, Inc., The Chapter 11: November 23, 2011 (1/20/2012) PMI Groups official committee of unsecured creditors filed with the U.S. Bankruptcy Court motions to retain Morrison & Foerster (Contact: Anthony Princi) as counsel at the following hourly rates: partner at $695 to 1,125, of counsel at 550 to 950, associate at 320 to 685 and paraprofessional at 185 to 360 and Womble Carlyle Sandridge & Rice (Contact: Francis Monaco Jr.) as co-counsel at the following hourly rates: attorney at $210 to 700 and paraprofessional at 110 to 225. Point Blank Solutions, Inc. Chapter 11: April 14, 2010 (1/24/2012) Point Blank Solutions filed with the U.S. Bankruptcy Court a supplemental motion to retain Venable (Contact: Nancy R. Grunberg) as special government contracting, litigation and government investigation counsel to clarify and expand the scope of work. Venable will be employed at the following hourly rates: partner and counsel at $420 to 685, associate at 280 to 475, paraprofessionals and staff at 190 to 295 Real Mex Restaurants, Inc. Chapter 11: October 4, 2011 (1/23/2012) The U.S. Bankruptcy Court approved Real Mex Restaurants official committee of unsecured creditors motion to retain Duff & Phelps Securities as financial advisor. (Retentions continued on P. 10)
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Company Delta Petroleum Corporation Dynegy Holdings, LLC Filene's Basement, LLC
Great Atlantic & Pacific Tea Co., Inc. Lehman Brothers Holdings Inc.
Transfer to Liquidity Solutions, Inc. Liquidity Solutions, Inc. Debt Acquisition Company of America V Claims Recovery Group LLC (*) CRT Capital Group LLC (*) Sonar Credit Partners II, LLC (*) TRC Master Fund LLC Full Value Special Situations Fund L.P. Banca Popolare Di Spoleto S.p.A. Illiquidx Ltd. (*) CF Claims (*) Banca di Credito Cooperativo di Alba Banca Popolare Di Spoleto S.p.A. Credit Suisse AG (*) Stichting The Value Foundation (*) Credit Suisse Securities (USA) LLC Illiquidx Ltd. Bank Coop AG, Basel Credit Suisse International (*) Elliott Associates, L.P. JPMorgan Chase Bank, N.A. (*) Liquidity Solutions, Inc. (*) PBC Financing (*) The Royal Bank of Scotland York Global Finance BDH, LLC (*) Candlewood Special Sit. Master Fund (*) Goldman Sachs Lending Partners LLC (*) Illiquidx Ltd. JPMorgan Chase Bank, N.A. MAP 98 Segregated Portfolio (*) Oceana Master Fund (*) Ore Hill Hub Fund Ltd. Pentwater Equity Opp. Master Fund PMT Credit Opportunities Fund PWCM Master Fund Ltd UBS AG, Zurich Branch Wilshire Institutional Master Fund II (*)
Transfer from
HSBC Private Bank Olympic Finance PBC Financing Fondazione Enasarco Banque DeGroof Paulson Credit Goldman Sachs
ICCREA Banca Deutsche Bank AG Deutsche Bank AG The Royal Bank Deutsche Bank AG The Royal Bank Deutsche Bank AG
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155 East Tropicana Sale Procedures Approved The U.S. Bankruptcy Court approved 155 East Tropicanas motion for approval of procedures related to the sale of substantially all of the Debtors assets and scheduled a February 17, 2012 sale hearing. The deadline for qualifying bids is set for February 10, 2012. Ahern Rentals Objections Filed Kubota Tractor filed with the U.S. Bankruptcy Court an objection to Ahern Rentals financing motion and financing motion supplement. Kubota also filed with the Court notice of its unwillingness to finance sales of Kubota Equipment to Debtor under the restrictions of the Financing Motion and the Financing Motion Supplement. The Companys official committee of unsecured creditors also objected to the Companys motion for post-petition financing and a stipulation between the Debtor and its majority term lenders regarding the use of term lenders cash collateral. Ahern Rentals Stipulation Filed Ahern Rentals filed with the U.S. Bankruptcy Court a stipulation related to the Debtors use of the first lien lenders, including the term lenders cash collateral and the Debtors entry into the post-petition financing, pursuant to the debtor-in-possession loan and security agreement among the Debtor, the lending institutions party thereto, Bank of America as administrative agent for itself and the D.I.P. lenders and as a Decision Agent thereunder, Wells Fargo Bank as collateral agent for the D.I.P. lenders and Merrill Lynch, Pierce Fenner & Smith Incorporated as lead arranger. AMR Objection Filed AMR filed with the U.S. Bankruptcy Court an objection to the motion filed by Mr. Vern Englert, a claim shareholder of AMR, requesting dismissal of the A.M.R. Bankruptcy petition. According to AMR, Mr. Englert has not established cause for dismissal of the chapter 11 cases. Mr. Englerts dissatisfaction, as claimed, may be understandable, but it is not a basis for dismissal of the chapter 11 cases. The chapter 11 cases were commenced in conformity with applicable law and principles. (From the Docket [AMR case update] continued on P. 13)
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FEATURE CONTINUED
Prepackaged Plan According to documents filed with the Court, the purpose of the Chapter 11 restructuring is to deleverage Ener1s balance sheet. This deleveraging will be implemented via a reduction in the amount of funded debt from around $90 million to approximately $46 million, with current debt holders receiving newly-issued debt and newlyissued common equity of the Reorganized Company. In addition, Bzinfin, S.A., one of the Debtors existing debt and stockholders has committed to provide a post-petition financing facility in the aggregate principal amount of up to $20 million as well as an exit equity commitment. As of the Prepackaged Plans effective date, Ener1s capital structure will consist of the following: i. ii. Approximately $39.65 million in New Notes. New Preferred Stock which will be issued to Bzinfin under the Plan, with a liquidation preference in the amount of the D.I.P. loan outstanding on such date and any amounts funded under the exit funding on such date; provided, however, that Bzinfin shall receive additional shares of New Preferred Stock as it advances funds post-effective date under the Equity Commitment Agreement. New Common Stock which will be issued on the effective date to holders of Senior Note Claims, holders of Convertible Note Claims and holders of Line of Credit Claims. (Feature continued on P. 17)
iii.
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FEATURE CONTINUED
On the Plans effective date, Ener1s Senior Notes will be canceled, and holders of the Senior Note Claims will receive New Notes which will be issued by the Reorganized Debtor. The Company has agreed to secure all of its obligations under the New Notes Loan Agreement by granting the agent, liens on substantially all of the Reorganized Debtors assets for the benefit of the lenders. Certain of the Companys subsidiaries will guarantee the Reorganized Debtors obligations under the New Notes Loan Agreement and will grant the agent liens on certain of the guarantors assets. Under the current Plan, all authorized or issued interests in Ener1 will be canceled and extinguished and the holders of the interest will not retain any rights thereunder. In addition, the Reorganized Debtor will issue New Common Stock and New Preferred Stock. Specifically, the Company will have the authority to issue (i) shares of common stock, par value $0.01 per share and (ii) shares of preferred stock, par value $0.01 per share. Ener1 warns: If the Plan is not confirmed, the Debtor believes it may be forced to liquidate under Chapter 7 of the Bankruptcy Code. In such event, the Debtor believes that Creditors would realize a less favorable distribution of value, or, in certain cases, none at all, for their Claims. Last Friday, the Court scheduled a February 27, 2012 combined hearing to consider both the Disclosure Statement and Prepackaged Plan of Reorganization. Interested parties must file objections to the documents on or before February 22, 2012.
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PUBLIC FILINGS
ENER1, INC.
Business: Rechargeable Batteries Address: Suite 25C 1540 Broadway New York, NY 10036 212 920-3500 SIC Codes: 3690 Auditor: PricewaterhouseCoopers LLP Employees: 769 Assets: $396,544,000 EIN: 59-2479377
Bankruptcy Case Summary Bankruptcy Date: 1/26/2012 Case Number: 12-10299 Action Type: 11 District: New York - Southern Filing City: Manhattan, NY Judge: Martin Glenn
Counsel for Debtor Reed Smith LLP Michael J. Venditto 599 Lexington Avenue New York, NY 10022 212 205-6081
Company Officers Charles Gassenheimer, Previous C.E.O. & Chair Alex Sorikin, Interim C.E.O. Jeffrey Seidel, C.F.O. Company Description Ener1, Inc. designs, develops and manufactures high-performance, prismatic, rechargeable, lithium-ion batteries and battery pack systems for energy storage. The Company also conducts research and development activities on fuel cells and nano-coating processes. Its fuel cell business develops and markets fuel cells and fuel cell systems and its nanotechnology business develops and markets nanotechnology related manufacturing processes and materials. Company Securities Common Stock / Post-Petition (Ticker/CUSIP: HEVVQ); Traded: OTC Common Stock / Pre-Petition (Ticker/CUSIP: HEV); Traded: NASDAQ; 164,866,277 shares outstanding as of 2/28/2011; $.01 par value. Security Ownership Boris Zingarevich, 55.1%; Ener1 Group, Inc., 50.1%; Bzinfin, S.A., 9.8%; Green Ventures Group, 7.3%; Michael Zoi, 7.3%; Anchorage Capital Master Offshore, Ltd., 5.5% (Public Filings continued on P. 19)
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Bankruptcy Case Summary Bankruptcy Date: 1/23/2012 Case Number: 12-10289 Action Type: 7 District: District of Delaware Filing City: Wilmington, DE Judge: Kevin J Carey Company Officers Thomas H. Stoner, C.E.O. Dianna L, Kubik, C.F.O.
Counsel for Debtor Richards, Layton & Finger, P.A. Mark D. Collins One Rodney Square 920 North King Street Wilmington, DE 19801 302 651-7700
Company Description Evergreen Energy labels itself a business intelligence and environmental solutions company, focused on the development of accurate and reliable technologies. Its products manage costs and operational issues while providing technologies for efficient and cost-effective clean coal solutions. Company Securities Common Stock (Ticker/CUSIP: EVEI); Traded: OTC:BB; 25,701,845 shares outstanding as of 3/7/2011; $.001 par value. Security Ownership Edgehill Partners; Edgehill Multi-Strategy Fund, Ltd, 5.56%; ECK & Partners Holdings Limited; Stanhill Asset Management Inc.; Stanhill Special Situations Fund; Stanhill Capital Partners (BVI) Limited, 5.29%; Ilyas T. Khan, 5.29%; Thomas H. Stoner, Jr., 2.39%; Diana L. Kubik, 1.01%
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CALENDAR CONTINUED
February 1, 2012 (Contd). Evergreen Solar, Inc. Chapter 11: August 15, 2011 The U.S. Bankruptcy Court scheduled a February 1, 2012 hearing to consider converting or dismissing the Evergreen Solar case.
Arizona Tribute Aviation LLC Debtor, P.O. Box 26136, Scottsdale, AZ, 85255 Date: 1/24/2012 Chapter: 11 Case #: 12-01311 California - Central Sweet Petroleum Corporation, 89 E Hwy 246, Buellton, CA, 93427 Date: 1/25/2012 Chapter: 11 Case #: 12-10300 District of Columbia BHI International Inc., P.O. Box 1470, Washington, DC, 20013 Date: 1/24/2012 Chapter: 11 Case #: 12-00039
February 3, 2012 William Lyon Homes Chapter 11: December 19, 2011 The U.S. Bankruptcy Court established February 3, 2012 as the final date by which interested parties must file objections to William Lyon Homes Plan.
Florida - Southern Martin County Marine Corp., PO Box 1713, Palm City, FL, 34991 Date: 1/24/2012 Chapter: 11 Case #: 12-11819 Illinois - Northern Midwest Environmental Services Group Inc., 343 W. Erie Ste. 220, Chicago, IL, 60654 Date: 1/25/2012 Chapter: 11 Case #: 12-02569 New Jersey Roar Investments LLC, 1064 Clinton Avenue, Irvington, NJ, 07111 Date: 1/24/2012 Chapter: 11 Case #: 12-11608 Pennsylvania - Eastern Advanced Life Support Ambulance Inc., 3020 Darnell Road, Philadelphia, PA, 19154 Date: 1/24/2012 Chapter: 11 Case #: 12-10597 Texas - Southern Webb Container Corporation, 201 Roberts Street, Houston, TX, 77003 Date: 1/25/2012 Chapter: 11 Case #: 12-30524
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BankruptcyWeek Index
Company 155 East Tropicana, LLC 3dfx Interactive, Inc. Ahern Rentals, Inc. Ambac Financial Group, Inc. AmericanWest Bancorporation Ames Department Stores, Inc. (2001) AMR Corporation Arlington Hospitality, Inc. Ascendia Brands, Inc. BankUnited Financial Corporation Barzel Industries Inc. Blockbuster Inc. Buffets Restaurants Holdings, Inc. (2012) CDC Corporation Delta Petroleum Corporation Dynegy Holdings, LLC Eastman Kodak Company Ener1, Inc. Evergreen Solar, Inc. Filene's Basement, LLC (Syms Corp.) (2011) FirstFed Financial Corp. General Maritime Corporation Great Atlantic & Pacific Tea Company, Inc. Harrington West Financial Group, Inc. Hartmarx Corporation Imperial Capital Bancorp, Inc. Indianapolis Downs, LLC Lee Enterprises, Incorporated Lehman Brothers Holdings Inc. Majestic Capital, Ltd. MF Global Holdings Ltd. Nebraska Book Company, Inc. NewPage Corporation Nortel Networks, Inc. Omega Navigation Enterprises, Inc. PFF Bancorp, Inc. PMI Group, Inc., The Point Blank Solutions, Inc. Radnor Holdings Corporation Real Mex Restaurants, Inc. Sharper Image Corporation ShengdaTech, Inc. Southeast Banking Corp. SulphCo, Inc. Team Financial, Inc. TerreStar Corporation (2011) TerreStar Networks Inc. (2010) Thornburg Mortgage, Inc. TOUSA, Inc. Trailer Bridge, Inc. Tribune Company Trident Microsystems, Inc. Tweeter Home Entertainment Group, Inc. Velocity Express Corporation W.R. Grace & Co. Washington Mutual, Inc. Westpoint Stevens, Inc. (2003) William Lyon Homes WorldSpace, Inc.
Bankruptcy Date 08/01/11 10/15/02 12/22/11 11/08/10 10/28/10 08/20/01 11/29/11 08/31/05 08/05/08 05/21/09 09/15/09 09/23/10 01/18/12 10/04/11 12/15/11 11/07/11 01/19/12 01/26/12 08/15/11 11/02/11 01/06/10 11/17/11 12/12/10 09/10/10 01/23/09 12/18/09 04/07/11 12/12/11 09/15/08 04/29/11 10/31/11 06/27/11 09/07/11 01/14/09 07/08/11 12/05/08 11/23/11 04/14/10 08/21/06 10/04/11 02/19/08 08/19/11 09/20/91 09/16/11 04/05/09 02/16/11 10/19/10 05/01/09 01/29/08 11/16/11 12/08/08 01/04/12 06/11/07 09/24/09 04/02/01 09/26/08 06/01/03 12/19/11 10/17/08
Case Number 11-22216 02-55795 / 11-41900 11-53860 10-15973 10-06097 01-42217 11-15463 05-34885 08-11787 09-19940 09-13204 10-14997 12-10237 11-79079 11-14006 11-38111 12-10202 12-10299 11-12590 11-13511 10-12927 11-15285 10-24549 10-14677 09-02046 09-19431 11-11046 11-13918 08-13555 11-36225 11-15059 11-12005 11-12804 09-10138 11-35926 08-13127 11-13730 10-11255 06-10894 11-13122 08-10322 11-52649 91-14561 11-37949 09-10925 11-10612 10-15446 09-17787 08-10928 11-08348 08-13141 12-10069 07-10787 09-13294 01-01139 08-12229 03-13532 11-14019 08-12412
Filing District Nevada California - Northern Nevada New York - Southern Washington - Eastern New York - Southern New York - Southern Illinois - Northern Delaware Florida - Southern Delaware New York - Southern Delaware Georgia - Northern Delaware New York - Southern New York - Southern New York - Southern Delaware Delaware California - Central New York - Southern New York - Southern California - Central Illinois - Northern California - Southern Delaware Delaware New York - Southern New York - Southern New York - Southern Delaware Delaware Delaware Texas - Southern Delaware Delaware Delaware Delaware Delaware Delaware Nevada Florida - Southern Texas - Southern Kansas New York - Southern New York - Southern Maryland Florida - Southern Florida - Middle Delaware Delaware Delaware Delaware Delaware Delaware New York - Southern Delaware Delaware
Judge Bruce A. Markell James R. Grube Bruce T. Beesley Shelley C. Chapman Patricia C. Williams Robert E. Gerber Sean H. Lane A. Benjamin Goldgar Brendan Linehan Shannon Laurel M. Isicoff Christopher S. Sontchi Burton R. Lifland Mary F. Walrath Paul M. Bonapfel Kevin J. Carey Cecelia G. Morris Allan L. Gropper Martin Glenn Mary F. Walrath Kevin J. Carey Ernest M. Robles Allan L. Gropper Robert D. Drain Robin Riblet Bruce W. Black Louise DeCarl Adler Brendan Linehan Shannon Kevin Gross James M. Peck Cecelia G. Morris Martin Glenn Peter J. Walsh Kevin Gross Kevin Gross Karen K. Brown Kevin J. Carey Brendan Linehan Shannon Peter J. Walsh Peter J. Walsh Peter J. Walsh Kevin Gross Bruce T. Beesley Paul G. Hyman, Jr. Jeff Bohm Robert E. Nugent Sean H. Lane Sean H. Lane Duncan W. Keir John K. Olsen Jerry A. Funk Kevin J. Carey Christopher S. Sontchi Peter J. Walsh Mary F. Walrath Ronald L. Buckwalter Mary F. Walrath Stuart M. Bernstein Christopher S. Sontchi Peter J. Walsh
Attorney Gordon Silver, Ltd. Murray & Murray Gordon Silver Dewey & LeBoeuf LLP Foster Pepper PLLC Weil, Gotshal & Manges LLP Weil, Gotshal & Manges LLP Jenner & Block LLP Young Conaway Stargatt & Taylor, LLP Shutts & Bowen LLP Cole, Schotz, Meisel, Forman & Leonard, P.A. Weil, Gotshal & Manges LLP Young Conaway Stargatt & Taylor, LLP Lamberth, Cifelli, Stokes, Ellis & Nason, P.A. Morris, Nichols, Arsht & Tunnell LLP Sidley Austin LLP Sullivan & Cromwell LLP Reed Smith LLP Pachulski Stang Ziehl & Jones LLP Skadden, Arps, Slate, Meagher & Flom LLP Landau Gottfried & Berger LLP Kramer, Levin, Naftalis & Frankel LLP Kirkland & Ellis LLP Landau Gottfried & Berger LLP Skadden, Arps, Slate, Meagher & Flom LLP Stutman, Treister & Glatt Greenberg Traurig, LLP Sidley Austin LLP Weil, Gotshal & Manges LLP Murphy & King Professional Corporation Skadden, Arps, Slate, Meagher & Flom LLP Pachulski Stang Ziehl & Jones LLP Pachulski Stang Ziehl & Jones LLP Morris, Nichols, Arsht & Tunnell LLP Bracewell & Giuliani LLP Richards, Layton & Finger, P.A. Young Conaway Stargatt & Taylor, LLP Pachulski Stang Ziehl & Jones LLP Skadden, Arps, Slate, Meagher & Flom LLP Pachulski Stang Ziehl & Jones LLP Womble Carlyle Sandridge & Rice, PLLC Greenberg Traurig, LLP Herbert Stettin, Esq. Hoover Slovacek LLP Redmond & Nazar, L.L.P. Akin Gump Strauss Hauer & Feld LLP Akin Gump Strauss Hauer & Feld LLP Venable LLP Berger Singerman, P.A. Foley & Lardner LLP Sidley Austin LLP DLA Piper US LLP Skadden, Arps, Slate, Meagher & Flom LLP Richards, Layton & Finger, P.A. Pachulski Stang Ziehl & Jones LLP Richards, Layton & Finger, P.A. Weil, Gotshal & Manges LLP Pachulski Stang Ziehl & Jones LLP Pachulski Stang Ziehl & Jones LLP
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