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| CNSTQ.PK > SEC Filings for CNSTQ.PK > Form 8-K on 20-May-2009 | All Recent SEC Filings |
20-May-2009
Bankruptcy or Receivership, Financial Statements and Exhibits
On December 30, 2008 (the "Petition Date"), Constar International Inc. ("Constar") and certain of its affiliates (collectively, the "Debtors")1filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Bankruptcy Court is jointly administering these cases as "In re Constar International Inc., et al., Case No. 08-13432 (PJW)." Since the Petition Date, the Debtors have continued to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. As contemplated by the Bankruptcy Code, on January 5, 2009, the United States Trustee for the District of Delaware appointed an official committee of unsecured creditors.
On February 3, 2009, by an Order (A) Approving Adequacy of the Disclosure Statement; (B) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject the [Second] Amended Plan; (C) Fixing the Administrative Expense Bar Date; (D) Fixing a Record Date for Distribution; and (E) Fixing Date, Time and Place for Confirmation Hearing [Docket No. 169], the Bankruptcy Court approved the adequacy of the information provided in the Disclosure Statement for Debtors' Second Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the "Disclosure Statement").
On May 14, 2009, the Bankruptcy Court entered an order (the "Confirmation Order") [Docket No. 462] approving and confirming the Debtors' Second Amended Joint Plan of Reorganization, as Further Modified, Pursuant to Chapter 11 of the Bankruptcy Code (as confirmed, the "Plan"). The effective date of the Plan is anticipated to be on or about May 29, 2009 (the "Effective Date"). However, the Debtors can make no assurance as to when, or ultimately if, the Plan will become effective. It is also possible that additional technical amendments could be made to the Plan prior to effectiveness. A copy of the Plan, as confirmed, and the Confirmation Order are attached as Exhibits 99.1 and 99.2 to this Report, respectively, and each is incorporated herein by reference.
The following is a summary of the material terms of the Plan. This summary highlights only certain provisions of the Plan and is not a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Plan. Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Plan.
A. Plan of Reorganization
The Plan permits the Debtors to continue their businesses as a going concern. The purpose of the Plan is to provide the Debtors with a capital structure that can be supported by cash flows from operations.
1 In addition to Constar, the Debtors consist of: Constar, Inc., Constar Foreign Holdings, Inc., Constar International U.K. Limited, BFF, Inc. and DT, Inc.
The Plan divides all Claims, except for DIP Facility Claims, Administrative Claims, and Priority Tax Claims, and all Interests into various Classes. The following tables summarize the Classes of Claims and Interests under the Plan and the treatment of such Classes. The tables also summarize the treatment for unclassified Claims.
1. Unclassified Claims
In accordance with section 1123(a)(1) of the Bankruptcy Code, DIP Facility Claims, Administrative Claims, and Priority Tax Claims have not been classified and thus are excluded from the classified Claims and Interests. The following table summarizes the treatment of DIP Facility Claims, Administrative Claims and Priority Tax Claims under the Plan. The chart is not a complete description of any unclassified Claims. For a more detailed discussion of the treatment of the unclassified Claims against the Debtors, see Article II of the Plan.
Summary of Treatment of Unclassified Claims in the Debtors
Claims and Interests Treatment
DIP Facility Claims In full satisfaction, settlement, release and discharge of and
in exchange for the Allowed DIP Facility Claim, the Debtors
shall convert the DIP Facility into the Exit Facility
Administrative Claims Subject to the provisions of sections 328, 330(a), and 331 of
the Bankruptcy Code, in full satisfaction, settlement, release
and discharge of and in exchange for each Allowed
Administrative Claim, each Holder thereof shall be paid in
full in Cash on the later of the Effective Date or the date
such Administrative Claim becomes an Allowed Administrative
Claim (or as soon thereafter as possible)
Priority Tax Claims In full satisfaction, settlement, release and discharge of and
in exchange for each Allowed Priority Tax Claim, unless
otherwise agreed (with the consent of the Creditors'
Committee), each Holder thereof shall be paid in full in Cash
pursuant to section 1129(a)(9)(C) of the Bankruptcy Code
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2. Classified Claims and Interests
The following table explains the division into Classes of the Claims against, and Equity Interests in, the Debtors and summarizes the treatment for Allowed Claims in each Class. The table also identifies which Classes are entitled to vote on the Plan, based on rules set forth in the Bankruptcy Code. The chart is not a complete description of any Class of Claims or Equity Interests. For a more detailed discussion of the treatment of Claims and Equity Interests against the Debtors, see Article III of the Plan.
Summary of Classification and Treatment of
Classified Claims and Interests in the Debtors
Claims and
Class Interests Status Treatment Voting Rights
1 Other Priority Unimpaired Except to the extent that a Holder Not Entitled
Claims agrees otherwise, in full to Vote
satisfaction, settlement, release and (Deemed to
discharge of and in exchange for each Accept)
Allowed Other Priority Claim, each
Holder thereof shall be paid in full
in Cash
2 Senior Secured Unimpaired The Senior Secured FRNs shall be Not Entitled
FRN Claims deaccelerated and reinstated in full to Vote
as of the date immediately preceding (Deemed to
the Petition Date Accept)
3 Other Secured Unimpaired Except to the extent that a Holder Not Entitled
Claims agrees otherwise, one of the following to Vote
treatments, in full satisfaction, (Deemed to
settlement, release and discharge of Accept)
and in exchange for each Allowed Other
Secured Claim, the Holder thereof
shall receive, in the sole discretion
of the Debtors: (i) payment in full in
Cash; (ii) delivery of the collateral
securing any such Allowed Other
Secured Claim; (iii) deacceleration
and reinstatement in full; or (iv) any
other treatment rendering claim
unimpaired
4 Senior Impaired In full satisfaction, settlement, Entitled to
Subordinated release and discharge of and in Vote
Note Claims exchange for each Allowed Senior
Subordinated Note Claim, each Holder
thereof shall receive payment with pro
rata share of new Common Stock issued
on the Effective Date
5 Other General Unimpaired In full satisfaction, settlement, Not Entitled
Unsecured release and discharge of and in to Vote
Claims exchange for Allowed Other General (Deemed to
Unsecured Claim, the Holder thereof Accept)
shall receive either reinstatement in
full and/or payment in the ordinary
course of business
6 Section 510(b) Impaired Extinguished Not Entitled
Claims to Vote
(Deemed to
Reject)
7 Equity Interests Impaired Extinguished Not Entitled
to Vote
(Deemed to
Reject)
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C. Means of Implementation
1. Exit Credit Facility
The Debtors entered into that certain Senior Secured Super-Priority Debtor in Possession and Exit Credit Agreement, dated as of December 31, 2008, among Constar as Borrower, the other Debtors as Guarantors, Citicorp USA Inc., as Administrative Agent, Wells Fargo Foothill, LLC as Sole Syndication Agent and Sole Documentation Agent, and Citigroup Global Markets Inc. as Book Manager and Arranger (the "DIP Credit Agreement"). On January 20, 2009, the Bankruptcy Court approved the DIP Credit Agreement [Docket No. 109].
2. New Common Stock
Pursuant to the Restated Certificate of Incorporation of Constar, 70,000,000 shares of common stock in Reorganized Constar shall be initially authorized for issuance, par value $0.01 per share, of which up to 1,750,000 shares shall be initially issued and outstanding pursuant to the Plan as of the Effective Date (the "New Constar Common Stock"). Ten shares of New Constar Common Stock will be issued for each $1,000 in face amount of the Senior Subordinated Notes to the holders of Class 4 Claims. In addition, 194,444 shares will be reserved for issuance under the Management Incentive Plan. The New Constar Common Stock, when issued or distributed as provided in the Plan, will be duly authorized, validly issued, and, if applicable, fully paid and nonassessable.
3. Section 1145 Exemption
To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable non-bankruptcy law, the offering, issuance, and distribution of any securities contemplated by the Plan and any and all settlement agreements incorporated herein, including the New Constar Common Stock, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of securities. In addition, under section 1145 of the Bankruptcy Code, any securities contemplated by the Plan and any and all settlement agreements incorporated therein, including the New Constar Common Stock, will be freely tradable by the recipients thereof, subject to (1) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments; (2) the restrictions, if any, on the transferability of such securities and instruments; and (3) applicable regulatory approval.
4. Cancellation of Debt and Equity Securities and Related Obligations
On the Effective Date, the Old Equity Interests shall be deemed, and shall be, cancelled and shall be of no further force and effect, whether surrendered for cancellation or otherwise. Similarly,
. . .
(d) Exhibits.
Exhibit No. Description
99.1 Debtors' Second Amended Joint Plan of Reorganization, as Further
Modified, Pursuant to Chapter 11 of the Bankruptcy Code (as
confirmed)
99.2 Findings of Fact, Conclusions of Law and Order Confirming the
Debtors' Second Amended Joint Plan of Reorganization Pursuant to
Chapter 11 of the United States Bankruptcy Code
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