|
|
|
|
Document Preview Disclosure Statement for Joint Plan of Reorganization |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Disclosure Statement for Joint Plan of Reorganization |
|||
|
Entities: |
Lodgian, Inc.; Marriott International Inc.; Morgan Stanley Senior Funding Inc.; Lehman Brothers Holdings Inc.; Cadwalader, Wickersham & Taft; Curtis, Mallet-Prevost, Colt & Mosle; Debevoise & Plimpton |
|||
|
Date: |
2004 |
|||
|
Size: |
Preview shows 19KB of 148KB total |
|||
|
Price: |
$47 |
|||
|
ID: |
#733261 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------
In re:
CHAPTER 11
LODGIAN, INC., et al.,
Case No. 01-16345 (BRL)
Debtors.
Jointly Administered
---------------------------------
DISCLOSURE STATEMENT FOR JOINT PLAN OF REORGANIZATION
OF IMPAC HOTELS II, L.L.C. AND IMPAC HOTELS III, L.L.C.
TOGETHER WITH THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
This is not a solicitation of acceptances or rejections of the
Impac Debtors' Joint Plan of Reorganization under chapter 11 of the Bankruptcy
Code, which is annexed as Exhibit B to the Impac Disclosure Statement (the
"Impac Plan"). Acceptances or rejections with respect to the Impac Plan may not
be solicited until a disclosure statement has been approved by the United States
Bankruptcy Court for the Southern District of New York. The Impac Disclosure
Statement is being submitted for approval, but has not yet been approved, by the
Bankruptcy Court. Any such approval by the Bankruptcy Court of the Impac
Disclosure Statement as containing "adequate information" will not constitute
endorsement of the Impac Plan. Information contained in the Impac Disclosure
Statement is subject to completion or amendment.
CADWALADER, WICKERSHAM CURTIS, MALLET-PREVOST, COLT
& TAFT LLP & MOSLE LLP
Attorneys for the Debtors and Co-Attorneys for the Debtors and
Debtors-In-Possession Debtors-In-Possession
100 Maiden Lane 101 Park Avenue New
York, New York 10038 New York, New York 10178
(212) 504-6000 (212) 696-6000
DEBEVOISE & PLIMPTON
Attorneys for the Official Committee of
Unsecured Creditors
919 Third Avenue
New York, New York 10022
(212) 909-6000
Dated: As of March 3, 2003
THE DEADLINE BY WHICH EACH HOLDER OF AN IMPAIRED CLAIM MUST CAST A
PROPERLY COMPLETED AND DELIVERED BALLOT FOR ITS VOTE TO ACCEPT OR REJECT THE
IMPAC PLAN TO BE COUNTED IS APRIL 17, 2003, AT 5:00 P.M.
(PACIFIC TIME), UNLESS EXTENDED.
{PAGE}
IMPORTANT NOTICE
The Impac Disclosure Statement and its related documents are
the only documents authorized by the Bankruptcy Court to be used in connection
with the solicitation of votes to accept the Impac Plan. No representations have
been authorized by the Bankruptcy Court concerning the Impac Debtors, their
business operations or the value of their assets, except as explicitly set forth
herein.
Please refer to the Glossary and the Impac Plan for
definitions of the capitalized terms used but not defined in the Impac
Disclosure Statement.
The Impac Debtors reserve the right to file an amended Impac
Plan and Impac Disclosure Statement from time to time. The Impac Debtors urge
you to read the Impac Disclosure Statement carefully for a discussion of voting
instructions, recovery information, Classification of Claims and Equity
Interests, the history of the Impac Debtors and the Impac Debtors' Chapter 11
cases, the Impac Debtors' businesses, properties and results of operations,
historical and projected financial results and a summary and analysis of the
Impac Plan. The Impac Debtors also have attached the Lodgian Disclosure
Statement (as defined in section V.A.2), annexed hereto as Exhibit A, for
further information regarding the history and businesses of the Lodgian Group.
The Impac Disclosure Statement contains only a summary of the
Impac Plan. The Impac Disclosure Statement is not intended to replace the
careful and detailed review and analysis of the Impac Plan, only to aid and
supplement such review. The Impac Disclosure Statement is qualified in its
entirety by reference to the Impac Plan, the Plan Supplement and the exhibits
attached thereto and the agreements and documents described therein. If there is
a conflict between the Impac Plan and the Impac Disclosure Statement, the
provisions of the Impac Plan will govern. You are encouraged to review the full
text of the Impac Plan and Plan Supplement and to read carefully the entire
Impac Disclosure Statement, including all exhibits, before deciding how to vote
with respect to the Impac Plan.
Except as otherwise indicated, the statements in the Impac
Disclosure Statement are made as of the date indicated on the cover and the
delivery of the Impac Disclosure Statement will not imply that the information
contained in the Impac Disclosure Statement is correct at any time after that
date. Estimates of Claims in the Impac Disclosure Statement may vary from the
final amounts of Claims allowed by the Bankruptcy Court.
You should not construe the Impac Disclosure Statement as
providing any legal, business, financial or tax advice. You should, therefore,
consult with your own legal, business, financial or tax advisors as to any such
matters in connection with the Impac Plan, the solicitation of votes on the
Impac Plan and the transactions contemplated by the Impac Plan.
As to any contested matters, adversary proceedings or other
actions or threatened actions, the Impac Disclosure Statement is not, and is in
no event to be
{PAGE}
construed as, an admission or stipulation. Instead, the Impac Disclosure
Statement is, and is for all purposes to be construed as, solely and exclusively
a statement made in settlement negotiations. The settlements and compromises
described in the Impac Plan and the Impac Disclosure Statement remain subject to
ongoing negotiations with the respective parties.
FORWARD-LOOKING INFORMATION
The Impac Disclosure Statement includes forward-looking
statements based largely on the Impac Debtors' current expectations and
projections about future events and financial trends affecting the financial
condition of the Impac Debtors' or the Reorganized Impac Debtors' businesses.
These include management's expectations with respect to the Impac Debtors'
Chapter 11 cases, statements that describe anticipated revenues, capital
expenditures and other financial items, statements that describe the Reorganized
Impac Debtors' business plans and objectives, and statements that describe the
expected impact of competition, government regulation, litigation and other
factors on the Reorganized Impac Debtors' future financial condition and results
of operations. The words "may," "should," "expect," "believe," "anticipate,"
"project," "estimate" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are subject to a
number of risks, uncertainties and assumptions, including those described in
section VIII, "Risk Factors," of the Impac Disclosure Statement. In light of
these risks and uncertainties, the forward-looking events and circumstances
discussed in the Impac Disclosure Statement may not occur and actual results
could differ materially from those anticipated in the forward-looking
statements. None of the Impac Debtors, the Reorganized Impac Debtors nor any
other person undertakes any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE #
{S} {C} {C}
I. INTRODUCTION............................................................. 4
II. TREATMENT OF CREDITORS AND SHAREHOLDERS UNDER THE IMPAC PLAN............ 7
A. New Capital Structure of the Reorganized Impac Debtors.......... 7
B. Summary of Classification and Treatment......................... 8
C. Description of the Classes...................................... 10
1. CCA Secured Claim (Class 1-A)................................. 10
2. Miscellaneous Secured Claims (Class 1-B)...................... 10
3. Priority Non-Tax Claims (Class 2)............................. 11
4. General Unsecured Claims (Class 3)............................ 11
5. Convenience Claims (Class 5).................................. 12
6. Equity Interests (Class 9).................................... 12
7. Subordinated Claims (Class 11)................................ 12
D. Administrative Expenses of the Impac Debtors.................... 13
E. Reservation of "Cram Down" Rights............................... 14
III. VOTING PROCEDURES AND REQUIREMENTS..................................... 14
A. Vote Required for Acceptance by a Class......................... 14
B. Voting.......................................................... 15
IV. FINANCIAL INFORMATION AND PROJECTIONS................................... 15
A. Operating Performance........................................... 16
B. Three-Year Projections of the Reorganized Impac Debtors......... 16
V. BUSINESS DESCRIPTION AND SALIENT EVENTS DURING REORGANIZATION............ 17
A. Historical Background........................................... 17
1. Background to the Chapter 11 Filings.......................... 17
2. Confirmation of the Lodgian Plan.............................. 18
3. Significant Events Concerning the Impac Debtors............... 18
VI. GOVERNANCE OF THE REORGANIZED IMPAC DEBTORS............................. 22
A. Boards of Directors of the Reorganized Impac Debtors............ 22
B. Senior Management of the Reorganized Impac Debtors.............. 22
VII. OTHER ASPECTS OF THE IMPAC PLAN........................................ 22
A. Distributions Under the Impac Plan.............................. 22
1. Disbursing Agent.............................................. 22
2. Timing and Conditions of Distributions........................ 23
3. Procedures for Treating Disputed Claims Under the Impac Plan.. 23
B. Treatment of Executory Contracts and Unexpired Leases........... 25
1. Contracts and Leases Not Expressly Assumed Are Rejected....... 25
2. Cure of Defaults.............................................. 25
3. Rejection Claims.............................................. 25
4. Franchise Agreements.......................................... 25
{/Table}
-i-
{PAGE}
{Table}
{Caption}
PAGE #
{S} {C} {C} {C}
C. Effect of Confirmation.......................................... 26
1. Discharge of Claims........................................... 26
2. Indemnification............................................... 26
D. Miscellaneous Provisions........................................ 26
VIII. RISK FACTORS.......................................................... 26
A. Certain Bankruptcy Considerations............................... 27
1. General Risks Relating to Confirmation and Consummation....... 27
2. Matters Affecting Recoveries.................................. 27
3. of Franchise Agreements....................................... 27
4. No Assurance of Feasibility................................... 28
B. Financing Risks................................................. 29
1. Post-Reorganization Obligations............................... 29
2. Limited Access to Working Capital............................. 29
C. Risks Associated with the Businesses............................ 29
IX. CONFIRMATION OF THE IMPAC PLAN.......................................... 30
A. Confirmation Hearing............................................ 31
B. General Requirements of Section 1129............................ 31
C. Best Interests Tests............................................ 32
D. Liquidation Analysis............................................ 33
E. Feasibility..................................................... 34
F. Section 1129(b)................................................. 34
1. No Unfair Discrimination...................................... 34
2. Fair and Equitable Test....................................... 34
X. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE IMPAC PLAN................ 35
A. Consequences to Holders of General Unsecured Claims............. 36
B. Distributions in Discharge of Accrued Interest.................. 36
C. Market Discount................................................. 37
D. Information Reporting and Withholding........................... 37
XI. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE IMPAC PLAN......... 37
A. Liquidation Under Chapter 11.................................... 37
B. Alternative Plan(s)............................................. 38
XII. CONCLUSION............................................................. 38
{/Table}
-ii-
{PAGE}
EXHIBITS
Exhibit A Lodgian Disclosure Statement
Exhibit B Impac Debtors' Joint Plan of Reorganization
Exhibit C Projections
-iii-
{PAGE}
GLOSSARY
The terms in the following table are used in the Impac
Disclosure Statement and, in most cases, the Impac Plan. The definitions given
below of terms used in the Impac Plan are summaries. Please refer to the Impac
Plan for the complete definitions of those terms and other defined terms used
throughout the Impac Disclosure Statement. Unless otherwise specified, all
section references in the Impac Disclosure Statement refer to sections of the
Impac Disclosure Statement.
Administrative Expense Claim Any expense relating to the administration
of an Impac Debtor's Chapter 11 Case,
including actual and necessary costs and
expenses of preserving the respective Impac
Debtor's estate and operating the Impac
Debtor's businesses, any indebtedness or
obligations incurred or assumed during the
applicable Chapter 11 Case, allowances for
compensation and reimbursement of expenses
to the extent allowed by the Bankruptcy
Court, and certain statutory fees chargeable
against the Impac Debtors' estates.
Allowed Claim or Equity Interest A Claim against, or Equity Interest in, an
Impac Debtor which the Impac Debtor agrees,
or in the event of a dispute, which the
Bankruptcy Court determines pursuant to a
Final Order, to be a valid obligation of the
Impac Debtor in the amount so agreed or
determined.
Allowed Tax Claim Any Allowed Claim of a governmental unit of
the kind entitled to priority in payment as
specified in sections 502(i) and 507(a)(8)
of the Bankruptcy Code.
Bankruptcy Code Title 11 of the United States Code, as
amended.
Bankruptcy Court The United States Bankruptcy Court for the
Southern District of New York.
Bar Date June 3, 2002, which is the date fixed by the
Bankruptcy Court as the last date upon which
proofs of Claim and Equity Interests can be
filed against the Impac Debtors' estates.
Cash Legal tender of the United States of
America.
CCA The Capital Company of America LLC.
CCA Secured Claim The Claim by CCA, as agreed to by the Impac
Debtors and CCA under the Settlement
|
End of Preview |
Home Intelligence Services Subscriptions News About Us