Lockwood International – Court Confirms Compromise Joint Chapter 11 Plan

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February 6, 2019 – The Court hearing the Lockwood International case issued a final order [Docket No. 882] approving the adequacy of the Debtors’ Disclosure Statement [Docket No. 825] and confirming the Debtors’ Compromise Joint Chapter 11 Plan [Docket No. 824].

Plan Voting Results

On January 30, 2019, the Debtors’ claims agent notified the Court of the Plan voting results [Docket No. 863]. There were three voting classes that were entitled to vote on the Plan and each of them voted to accept. 

The voting results were as follows:

  • Class 2 (“Prepetition Lenders’ Secured Claims”) – 1 claim holder, representing $22,556,999.00 (or 100%) in amount and 100% in number, accepted the Plan. 
  • Class 4 (“General Unsecured Claims”) – 82 claims holders, representing $7,492,668.19 (or 70.39%) in amount and 95.35% in number, accepted the Plan. 4 claims holders, representing $3,152,101.53 (or 29.61%) in amount and 4.65% in number, rejected the Plan.
  • Class 5 (“Prepetition Lenders’ Deficiency Claims”) – 1 claim holder, representing $66,919,653.00 (or 100%) in amount and 100% in number, accepted the Plan. 
The following is a summary of classes, claims, voting rights and projected recoveries:
 
  • Class 1 (“Priority Non Tax Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The estimated allowed amount of claims is $0 and estimated recovery is 100%.
  • Class 2 (“Prepetition Lenders’ Secured Claims”) is impaired and entitled to vote on the Plan. The estimated allowed amount of claims is approximately $31mn and estimated recovery is 80%. On the Effective Date, the Prepetition Lenders shall receive (i) all Cash owned or held by the Debtors, wherever located, in all of the Debtors’ bank accounts (including money, coins or notes held in foreign bank accounts in non U.S. currency or tender), including the net proceeds realized and any funds held back from the various sales of the Debtors’ assets from the Petition Date through the Effective Date (including holdbacks for Canadian taxes that are subsequently released), but not including the Creditor Trust Assets. 
  • Class 3 (“Other Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The estimated allowed amount of claims is $0.0 and estimated recovery is 100%.
  • Class 4 (“General Unsecured Claims”) is impaired and entitled to vote on the Plan. The estimated allowed amount of claims is approximately $40mn-$50mn and estimated recovery is unknown. Each holder of an Allowed General Unsecured Claim shall receive a Class B Interest in the Creditor Trust and thereafter receive Cash distributions from the Creditor Trust. Distributions to holders of Allowed General Unsecured Claims who receive a Class B Interest shall be on a Pro Rata basis with all other Class B Interest holders. Proceeds of the Creditor Trust shall be split 50/50 between the holders of Class A Interests and the holders of Class B Interests.
  • Class 5 (“Prepetition Lenders’ Deficiency Claims”) is impaired and entitled to vote on the Plan. The estimated allowed amount of claims is approximately $50mn and estimated recovery is unknown. On account of the Prepetition Lenders’ Deficiency Claims, the Prepetition Lenders shall receive Class A Interests in the Creditor Trust. Proceeds of the Creditor Trust shall be split 50/50 between the holders of Class A Interests and the holders of Class B Interests. 
  • Class 6 (“Intercompany Claims”) is impaired, deemed to accept and not entitled to vote on the Plan. The estimated allowed amount of claims is approximately $2mn and estimated recovery is 0%.
  • Class 7 (“Equity Interests”) is impaired, deemed to accept and not entitled to vote on the Plan. The estimated allowed amount of claims is NA and estimated recovery is 0%.

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