Summary of Distributions under the Plan
| Classes of Claims | Treatment of Classes of Claims |
|---|---|
| Administrative Expense Claims (includes costs of the chapter 11 proceedings for the Debtors and expenses of operation as specified in section 503(b) and 507(a)(2) of the Bankruptcy Code including Fee Claims, Claims arising after the Petition Date, obligations with respect to assumed executory contracts and leases, and any outstanding statutory fees). Estimated Claims: Undetermined | On the Distribution Date, all unpaid Administrative Expense Claims of the Debtors arising in the ordinary course of the Debtors’ business to customers, suppliers, vendors, contractors or employees during the pendency of the Chapter 11 Cases and all Section 503(b)(9) Claims will be assumed and paid by the Purchaser and may be paid at the Purchaser’s election in the ordinary course of business; provided that all other Administrative Expense Claims, including the Fee Claims, will not be assumed by the Purchaser and will be paid by the Plan Administrator from the Administrative Expense Claim Reserve on the applicable Distribution Date; provided, further, however, that such treatment will not provide a return to such holder having a present value as of the Effective Date in excess of such holder’s Allowed Administrative Expense Claim; provided, further, however, that all fees and expenses of counsel and other advisors to the First Lien Administrative Agent and the Second Lien Administrative Agent will constitute llowed Administrative Expense Claims and will be paid by the Debtors in the ordinary course of business during the Chapter 11 Cases without the necessity to file a proof of claim or file any application to receive any approval from the Bankruptcy Court. For purposes of determining the amount of the Administrative Expense Claim Reserve, at least five (5) days prior to the Effective Date, each Professional who holds or asserts a Fee Claim will be required to provide the Debtors and Purchaser with an estimate of the total amount of its Fee Claim. Upon the Effective Date, none of the Debtors, the Post-Effective Date Debtors, or the Plan Administrator will have any obligation or liability on account of any Administrative Expense Claims assumed by the Purchaser. Upon the Effective Date, the Purchaser will not have any obligation or liability on account of any Administrative Expense Claims other than the funding of the Administrative Expense Claims Reserve and the Administrative Expense Claims that are assumed by t e Purchaser in accordance with the terms hereof and of the Asset Purchase Agreement. Estimated Recovery: 100% of Allowed Claim. |
| Priority Tax Claims (includes all Claims entitled to priority under section 507(a)(8) of the Bankruptcy Code). Estimated Claims: Approximately $1.5 million | Unless otherwise agreed with a holder of an Allowed Priority Tax Claim, the Debtors, in their sole discretion, may choose whether Allowed Priority Tax Claims will be paid either: (1) in Cash, in an aggregate amount equal to such Allowed Priority Tax Claim, together with interest from the Effective Date at a fixed annual rate equal to five percent (5%) and paid in regular installments of equal amount over a period not exceeding five (5) years from the Petition Date; or (2) in full in Cash on, or as soon thereafter as is reasonably practicable, the later of the Effective Date and the first Business Day after the date that is thirty (30) calendar days after the date such Priority Tax Claim becomes an Allowed Priority Tax Claim. The Debtors reserve the right to prepay, without penalty, at any time under option (1) above. Priority Tax Claims may also be assumed and paid by Purchaser at Purchaser’s election. Estimated Recovery: 100% of Allowed Claim. |
CLASSIFIED CLAIMS AND INTERESTS
| Classes of Claims and Interests | Treatment of Classes of Claims and Interests |
|---|---|
| Class 1— Priority Non-Tax Claims — Estimated Claims: Approximately $300,000 | Unimpaired. Except to the extent that the holder agrees to less favorable treatment, in full and final satisfaction of each Allowed Priority Non-Tax Claim, each Allowed Priority Non-Tax Claim will be unimpaired under the Plan, and, pursuant to section 1124 of the Bankruptcy Code, all of the legal, equitable and contractual rights to which such Claim entitles the holder in respect of such Claim will be fully reinstated and retained, and such Allowed Priority Non-Tax Claim (including any amounts to which such holder is entitled pursuant to section 1124(2) of the Bankruptcy Code) will be paid in full in accordance with such reinstated rights on the Effective Date or which may be assumed and paid by the Purchaser and may be paid at the Purchaser’s election in the ordinary course of business. Estimated Recovery: 100% of Allowed Claims. |
| Class 2— First Lien Debt Claims — Estimated Claims: $141,528,677 | Impaired. The First Lien Lender Claims will be deemed Allowed in full in the aggregate amount of $141,528,677 plus any accrued but unpaid post- petition interest through the Effective Date at the rate payable as provided in the Cash Collateral Orders, and will not be subject to avoidance, setoff, off-set, recoupment, subordination (whether contractual, equitable or otherwise), recharacterization, disallowance, disgorgement, impairment, defenses, Claims, Causes of Action, suits, counterclaims, cross-claims, reduction or any other challenges under any applicable law or regulation by any person or entity. All payments received by the First Lien Secured Parties from the Debtors during the Chapter 11 Cases will be retained by the First Lien Secured Parties and deemed interest payments or payments of reasonable professional fees, as applicable, and not reduction in principal. In full and final satisfaction of each Allowed First Lien Lender Claim, each holder of an Allowed First Lien Lender Claim will receive (via an exchange) its Pro Rata Share of the Newco First Lien Loan Notes and the Newco First Lien Administrative Agent, on behalf of each holder of an Allowed First Lien Lender Claim, will retain the liens which secured the First Lien Lender Claims as of the Petition Date by means of the Newco First Lien Loan Notes being secured by first priority liens on the assets of the Purchaser in accordance with the provisions of the Newco First Lien Loan Documents; under the Newco First Lien Loan Notes, each holder of an Allowed First Lien Lender Claim will receive deferred cash payments in the amounts and on the terms indicated on Schedule 1 attached to the Plan. Estimated Recovery: 100% of Allowed Claims. |
| Class 3— Second Lien Lender Secured Claim — Estimated Claims: $170,000,000 | Impaired. The Second Lien Lender Secured Claims will be deemed Allowed in the aggregate amount of $170,000,000 and will not be subject to avoidance, setoff, off-set, recoupment, subordination (whether contractual, equitable or otherwise), recharacterization, disallowance, disgorgement, impairment, defenses, Claims, Causes of Action, suits, counterclaims, cross- claims, reduction or any other challenges under any applicable law or regulation by any person or entity. All payments received by the Second Lien Secured Parties as adequate protection from the Debtors during the Chapter 11 Cases will be retained by the Second Lien Secured Parties and will not be deemed a reduction in principal. In full and final satisfaction of each Allowed Second Lien Secured Lender Claim, each holder of an Allowed Second Lien Lender Secured Claim will receive (via an exchange) its Pro Rata Share of (i) the Newco Preferred Equity Interests and (ii) the Newco Second Lien Loan Notes and the Newco Second Lien Administrative Agent, on behalf of each holder of an Allowed Second Lien Secured Lender Claim, will retain the liens which secured the Second Lien Lender Secured Claims as of the Petition Date by means of the Newco Second Lien Loan Notes being secured by second priority liens on the assets of the Purchaser in accordance with the provisions of the Newco Second Lien Loan Documents; under the Newco Second Lien Loan Notes, each holder of an Allowed Second Lien Lender Secured Claim will receive deferred cash payments in the amounts and on the terms indicated on Schedule 2 attached to the Plan. Estimated Recovery: 100% of Allowed Claims. |
| Class 4 — Other Secured Claims — Estimated Claims: No more than $1,000,000 | Impaired. Except to the extent that the holder agrees to less favorable treatment, each holder of an Allowed Other Secured Claim against any Debtor will, at the sole option of the Purchaser and subject to such holder’s realization of any rights of setoff, in full and complete satisfaction, settlement and release of and in exchange for such Allowed Claim, (i) retain its lien in such property, or the proceeds of such property, securing such Allowed Other Secured Claim and be paid by the Purchaser in the ordinary course of business in accordance with the terms existing between the Debtors and such holder with respect to such Allowed Other Secured Claim prior to the Petition Date and absent any default rights; (ii) retain its lien in such property, or the proceeds of such property, securing such Allowed Other Secured Claim and receive deferred cash payments from the Purchaser totaling at least the amount of such Allowed Other Secured Claim, of a value, as of the Effective Date, of at least the value of such holder’s interest in each Debtor’s interest in such property, or (iii) be transferred the collateral securing such Claim, each in full and complete satisfaction of such Claim. Estimated Recovery: 100% of Allowed Claims. |
| Class 5A — General Unsecured Claims against the Non-Holdco Debtors — Estimated Claims: $25 million to $50 million | Impaired. Except to the extent that the holder agrees to less favorable treatment, in full and final satisfaction of each such Allowed General Unsecured Claim against a Non-Holdco Debtor, each holder of an Allowed General Unsecured Claim against a Non-Holdco Debtor (other than those Claims classified in Class 5C) will receive its Pro Rata Share of the Unsecured Claims Fund. Estimated Recovery: 1.6% -8.0% The low estimate for recoveries to holders of Class 5A Claims is a 1.6% recovery on such Class 5A Claims, exclusive of any additional Plan Funds from the Avoidance Action Recovery Amount.3 This estimate is based on the Committee failing to affirmatively support the Plan, Class 5A Claims of $50 million, and the PBGC Claims not being settled. The high estimate for recoveries to holders of Class 5A Claims is an 8.0% recovery on such Class 5A Claims, exclusive of any additional Plan Funds from the Avoidance Action Recovery Amount. This estimate is based on the Committee affirmatively supporting the Plan, Class 5A Claims of $25 million, and the PBGC Claims being settled or reduced to $0. |
| Class 5B — General Unsecured Claims against the Holdco Debtors — Estimated Claims: Approximately $95 million | Impaired. Holders of Claims in Class 5B will not receive or retain any property under the Plan on account of the General Unsecured Claims against Holdco Debtors. Estimated Recovery: 0% of Allowed Claims. |
| Class 5C — Multi-Debtor General Unsecured Claims — Estimated Claims: $75 million. | Impaired. Except to the extent that the holder agrees to less favorable treatment, in full and final satisfaction of each such Multi-Debtor General Unsecured Claim, each holder of an Allowed Multi-Debtor General Unsecured Claim will receive its Pro Rata Share of the Unsecured Claims Fund; provided, however, that so long as the Committee affirmatively supports the Plan and does not object to or otherwise oppose the Plan, the holders of the Second Lien Lender Deficiency Claim will be deemed to agree to accept the aggregate amount of $10 on account of all of their Class 5C Claims to be paid to the Second Lien Administrative Agent; provided further, however, that, with the consent of the Debtors, the Purchaser, Perseus, and the Second Lien Administrative Agent, the PBGC may agree to receive a different treatment on account of the PBGC Claims, which will be in full and final satisfaction and settlement of such PBGC Claims. By way of clarification, any such satisfaction and settlement shall provide for the release of all Claims and potential claims against any of the Debtors, the Purchaser and their respective Related Parties (including, without limitation, any claims or potential claims relating to alleged control group or alter ego status) which are or were held by the PBGC pertaining to, arising from, or in connection with the Pension Plan or otherwise. Estimated Recovery: 0.0% -2.7% The low estimate for recoveries to holders of Class 5C Claims is a 0.0% recovery to holders of Class 5C Claims. This estimate is based on the Committee affirmatively supporting the Plan and the PBGC Claims being settled at $0. The high estimate for recoveries to holders of Class 5C Claims is a 2.7% recovery to holders of Class 5C Claims, exclusive of any additional Plan Funds from the Avoidance Action Recovery Amount. This estimate is based on the Committee affirmatively supporting the Plan and the PBGC Claims being Allowed in an amount of at least $50 million and Class 5A Claims of $25 million. |
| Class 6 — Intercompany Claims | Impaired. All Intercompany Claims will be cancelled as of the Effective Date, and holders thereof will not receive a distribution under the Plan in respect of such Claims. Estimated Recovery: 0% of Allowed Claims. |
| Class 7— WF Equity Interests | Impaired. Each holder of a WF Equity Interest will not receive or retain any Property under the Plan on account of such WF Equity Interest. Upon the termination of the Plan Administrator in accordance with Section 9.7 of the Plan, all WF Equity Interests will be deemed cancelled. |
Parties Entitled to Vote on The Plan
| Class | Claim | Status | Voting Rights |
|---|---|---|---|
| 1 | Priority Non-Tax Claims | Unimpaired | Deemed to Accept |
| 2 | First Lien Lender Claims | Impaired | Entitled to Vote |
| 3 | Second Lien Lender Claims | Impaired | Entitled to Vote |
| 4 | Other Secured Claims | Impaired | Entitled to Vote |
| 5A | General Unsecured Claims of the Non-Holdco Debtors | Impaired | Entitled to Vote |
| 5B | General Unsecured Claims of the Holdco Debtors | Impaired | Deemed to Reject |
| 5C | Multi-Debtor General Unsecured Claims | Impaired | Entitled to Vote |
| 6 | Intercompany Claims | Impaired | Deemed to Reject |
| 7 | WF Equity Interests | Impaired | Deemed to Reject |
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