February 8, 2019 – The Debtors filed a Third Amended Disclosure Statement [Docket No. 758] which attaches a redline showing changes from version filed on February 7, 2019. [Docket Nos. 731]. The amendments reflect changes agreed between the parties during a telephonic hearing held on February 8, 2019 and do not include any changes to the treatment of creditor classes which are summarized below.
The adequacy of the Disclosure Statement and procedures relating to the solicitation of Plan votes were subsequently approved [Docket No. 762].
The changes agreed include, (i) firmer language as to the Debtors’ obligation to pursue a section 363 asset sale should any successful bidder prefer that path, (ii) an extension of the deadlines further to which the Debtors’ unsecured creditors committee can continue to pursue certain claims against the Debtors and (iii) further disclosure as to those creditors’ claims.
The following summary of classes, claims, voting rights and projected recoveries is unchanged (defined terms are as defined in the Disclosure Statement):
- Class 1 (“Other Priority Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. Expected recovery is 100%. Each Holder of an Allowed Other Priority Claim shall receive payment in full in cash or other treatment rendering such claim unimpaired.
- Class 2 (“Other Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. Expected recovery is N/A.
- Class 3 (“DIP Facility Claims”) is impaired (the summary claims table lists the class as impaired/unimpaired) and entitled to vote on the Plan. The estimated aggregate amount of claims is $209.2mn. Expected recovery of 69%-95%.
- Class 4 (“Second Lien Secured Claims”) is impaired and entitled to vote on the Plan. Each holder of an Allowed Second Lien Secured Claim will receive its pro rata share, based on the Allowed amount of its Second Lien Secured Claim, of the Sale Transaction Proceeds, solely to the extent the DIP Facility Claims are paid in full in cash. The estimated aggregate amount of claims is $71.7mn – $127.2mn. Expected recovery of 0%.
- Class 5 (“General Unsecured Claims”) is impaired and entitled to vote on the Plan. The estimated aggregate amount of claims is $87.7mn – $1,414.0mn and expected recovery is 0%. Each holder of an Allowed General Unsecured Claim will receive (i) its pro rata share of the General Unsecured Claims Amount as provided in Article IVE (if any), and (ii) the Sale Transaction Proceeds, to the extent the DIP Facility Claims and the Second Lien Secured Claims are paid in full in cash. NB: The low range of the General Unsecured Claims estimate is representative of a Successful Bidder assuming the Debtors’ CBAs and retiree obligations, i.e., quite unlikely.
- Class 6 (“Intercompany Claims”) is impaired/unimpaired, deemed to accept or reject the Plan and not entitled to vote on the Plan. The estimated aggregate amount of claims is $401.8mn and expected recovery is N/A. Each Intercompany Claim will, at the election of the Debtors be reinstated; or cancelled, released, and extinguished as of the Plan Effective Date, and will be of no further force or effect. Unimpaired, in which case the Holders of Allowed Intercompany Claims in Class 6 are conclusively presumed to have accepted the Plan or Impaired, and not receiving any distribution under the Plan, in which case the Holders of Allowed Intercompany Claims in Class 6 are deemed to have rejected the Plan.
- Class 7 (“Intercompany Interests”) is impaired/unimpaired, deemed to accept or reject the Plan and not entitled to vote on the Plan. Each Intercompany Claim will, at the election of the Debtors be reinstated; or cancelled, released, and extinguished as of the Plan Effective Date, and will be of no further force or effect. Unimpaired, in which case the Holders of Allowed Intercompany Claims in Class 7 are conclusively presumed to have accepted the Plan or Impaired, and not receiving any distribution under the Plan, in which case the Holders of Allowed Intercompany Claims in Class 7 are deemed to have rejected the Plan.
- Class 8 (“Section 510(b) Claims”) is impaired, deemed to reject and not entitled to vote on the Plan.
- Class 9 (“Interests”) is impaired, deemed to reject and not entitled to vote on the Plan.
The court scheduled a confirmation hearing for March 20, 2019.
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