CPI Corp. filed a voluntary petition for liquidation under Chapter 7 in the US Bankruptcy Court for the District of Delaware on May 1, 2013. The debtor listed its assets in the range of $10.38 million and liabilities of $135.01 million. The largest unsecured creditors include CIGNA Health Corporation, CLC Group, Inc., Eastman Kodak Co., Sears, Roebuck and Co., Star-West Louis Joliet, LLC, The Charles Schwab Trust Company, Toys "R" Us - Delaware, Inc., Vizant Technologies, ... Wal-Mart Stores Inc. and Westfield America, Inc. The debtor is represented by Scott D. Cousins of Cousins Chipman & Brown, LLP as its legal counsel. Charles A Stanziale of McCarter & English, LLP has been appointed as the case trustee.
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KPP Trustees Limited entered into an agreement to acquire personalized imaging and document imaging businesses from Eastman Kodak Co. (OTCPK:EKDK.Q) for $650 million in cash and non-cash consideration on April 26, 2013. The agreement also settles approximately $2.837 billion of claims by KPP against Kodak and certain of its affiliates. KPP does not intend to run the businesses directly, but will put together a management team to run them. The UK Pensions Regulator has ... granted clearance and the UK Pension Protection Fund has confirmed that it has no objection in respect of the acquisition. Closing of the transaction is subject to the approval of the U.S. Bankruptcy Court, approval by the regulator and the satisfaction or waiver of other conditions precedent. A part of the proceeds will be used to support the emergence of Kodak from Chapter 11 and the growth of its commercial imaging business. Rachael Droog, Robert Snoddy, Katie Banks, Jim Davis, Christopher R. Donoho III, Daniel Lanigan (advisor on business restructuring and insolvency matters), John H. Booher, Michael J. Silver, and counsel Derek B. Meilman (advisors on M&A matters), Elizabeth M. Donley (advisor on commercial matters), members of Hogan Lovells' global employment, tax, IP, real estate, environmental, and antitrust and competition teams of Hogan Lovells acted as legal advisors for KPP Trustees on the transaction. Lazard Ltd. acted as financial advisor for Eastman Kodak Co. on the transaction. Andrew Dietderich, Stephen Kotran, Inosi Nyatta, Michael Torkin, John Jerome, Jill Gadwood, Steven Grossman, Alison Heyden and David Goldin of Sullivan & Cromwell LLP acted as legal advisors to Eastman Kodak.
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Brother Industries, Ltd. (TSE:6448) entered into an agreement to acquire Document Imaging business of Eastman Kodak Co. (OTCPK:EKDK.Q) for approximately $210 million in cash in a stalking horse agreement on April 15, 2013. Brother will also assume the specified assets and liabilities which include approximately $67 million of deferred revenue liabilities associated with customer prepayments. The consideration is subject to certain adjustments. Brother Industries will ... get a break-up fee of $8.3 million. The deal is subject to customary closing conditions including Bankruptcy court approval, third party consents, regulatory approvals and a competitive bidding process under Section 363. The transaction is expected to complete in third quarter of 2013. G. Dietderich, Michael H. Torkin, Krishna Veeraraghavan and Scott B. Crofton of Sullivan & Cromwell LLP acted as legal advisors for Eastman Kodak Co. UBS Investment Bank acted as financial advisor and Baker Botts acted as legal advisor for Brother. David Kurtz and Matthew Hart of Lazard Freres & Co. LLC acted as the financial advisor to Kodak.
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Conexant Systems, Inc., along with its affiliates, filed a voluntary petition for reorganization under Chapter 11 in the US Bankruptcy Court for the District of Delaware on February 28, 2013. The debtor listed its assets of $89.62 million and liabilities of $428.26 million. The largest unsecured creditors include Advanced Semiconductor Engineering Inc., Eastman Kodak Co., Free Box, Powertech Technology Inc., Samsung Electronics Co. Ltd., Sigurd Microelectronics Corporation, ... Silterra Malaysia Sdn. Bhd., Stats Chippac (BVI) Ltd., Umc Group (USA), and Verifone Singapore Pte. Ltd. Paul M. Basta, Joshua A. Sussberg and Christopher T. Greco of Kirkland & Ellis LLP acted as legal counsels for the debtor. BMC acted as claims and noticing agent and charged a retainer's fee of $0.01 million. Alvarez & Marshal North America acted as financial advisor for the debtor. Edward T. Gavin, Wayne P. Weitz, Ross B. Waetzman of Gavin/Solmonese LLC acted as financial advisor for the official committee of unsecured creditors. James S. Carr, Craig A Wolfe, Gilbert R. Saydah, Jennifer D Raviele, Catherine L Thompson and Marie Vixinanza of Kelley Drye & Warren LLP acted as legal advisor for official committee of unsecured creditors. Womble Carlyle Sandridge & Rice LLP acted as legal advisor for official committee of unsecured creditors. BMC Group acted as administrative agent and charged at less than $125 per hour. Domenic E. Pacitti, Michael W. Yurkewicz, Morton R Branzburg, Margaret M Manning and Melissa Hughes of Klehr Harrison Harvey Branzburg LLP acted as Co-Counsel to the debtor. Conexant Systems, Inc. filed a joint pre-arranged plan of reorganization with related disclosure statement in the US Bankruptcy Court on February 28, 2013. As per the plan filed, Administrative Claims, Professional Fee Claims, and Priority Tax Claims will be paid in full in cash. The DIP Facility Claim would be paid in full in common stock of the reorganized debtor. The Priority Non-Tax Claims and Other Secured Claims will have a maximum recovery of $1 million in cash. The Secured Notes Claim will be issued all of the new notes having maturity of 11 year from the effective date and will bear an interest rate of 11.25% and will also receive equity in the reorganized debtor. The General Unsecured Claims holder, which includes the unsecured portion of the Secured Notes Claim, will receive a pro-rata share of $2 million in cash. The Intercompany Claims and Intercompany Interests will be paid, adjusted, reinstated in full or in part, or cancelled. The Interests in Conexant shall be cancelled and discharged. The plan will be funded by cash in hand, issuance of New Notes and equity. As per the plan the 100% equity of reorganized debtor will be held by QP SFM Capital Holdings Ltd. Conexant Systems Inc., along with its affiliates, filed an amended joint plan of reorganization with related disclosure statement in the US Bankruptcy Court on April 19, 2013. As per the amended plan filed, Administrative Claims will now be allowed in an amount of $14.9 million and will be paid in full in cash. DIP Facility Claim of $15 million will get its pro rata share of New Note and the secured portion of note claims will get the remaining pro rata share of new notes and 100% of equity. The deficiency portion of the secured note claim will not get any distribution as per the plan. The General Unsecured Claims of $32.90 million will be paid through the General Unsecured distribution pool of $2.9 million. The Intercompany Claims and Intercompany Interest will be allowed in an amount of $268.60 million and $0.30 million respectively. Conexant Systems Inc., along with its affiliates, filed an amended joint plan of reorganization with related disclosure statement in the US Bankruptcy Court on April 19, 2013. No substantial changes to any claim or treatment of claim were made under the plan. The US Bankruptcy Court gave an order to Conexant Systems, Inc. to obtain DIP financing on a final basis on April 19, 2013. As per the order, the debtor has been authorized to obtain a senior secured credit facility in the amount of $5 million out of $15 million from QP SFM Capital Holdings Limited, an entity managed by Soros Fund Management LLC. The DIP loan would carry an interest rate of LIBOR plus 7% p.a., along with an additional 2% p.a. interest in the event of default. The DIP facility would mature either on 120th day after closing date or on the effective date of the plan or on the date of consummation of the sale of substantially all assets, whichever is earlier. Adequate protection would be provided to the DIP lenders in the form of super-priority administrative expense claims which is subject to a carve-out of $0.5 million towards unpaid professional fees / administrative expenses and first priority lien upon and security interest in the debtor’s collateral. The US Bankruptcy Court gave an order to Conexant Systems, Inc. to obtain DIP financing on an interim basis on March 1, 2013.
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Recycled Energy Development, LLC reached an agreement to acquire Eastman Business Park from Eastman Kodak Co. (OTCPK:EKDK.Q) for $8.5 million on December 21, 2012. The consideration includes approximately $10 million total in cash paid for utility assets. Under the terms of the agreement, Recycled Energy plans to invest between $0.04 million and $0.08 million to upgrade the power plant and convert it into a natural gas plant. Also, the employees at the plant are expected ... to be retained. Simultaneously, Recycled Energy has entered into a 20-year contract to continue services at the park. The transaction is subject to bankruptcy court approval, regulatory approvals and permitting, including approval from the New York State Public Service Commission. Bankruptcy Judge Allan Gropper on January 11, 2013 approved Kodak's proposed sale of its Eastman Business Park utility operations, such as its power and water treatment plants, for $8.5 million to Recycled Energy Development, an Illinois-based power generation company. According to Kodak, when RED closes on the purchase, it also will buy about $1.5 million in spare parts from Kodak. Michael H. Torkin of Sullivan & Cromwell LLP acted as legal advisor to Eastman Kodak.
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