As further discussed in Article IX.B.2 of this Disclosure Statement, the Debtors believe the Plan meets the feasibility requirement set forth in section 1129(a)(11) of the Bankruptcy Code, as Confirmation is not likely to be followed by liquidation or the need for further financial reorganization of the Reorganized Debtors. In connection with developing the Plan, and for purposes of determining whether the Plan satisfies feasibility standards, the Debtors’ management has, through the development of financial projections for the years of 2009 through 2012 as attached hereto as Exhibit F (the “Financial Projections”), analyzed the Reorganized Debtors’ ability to meet their obligations under the Plan and to maintain sufficient liquidity and capital resources to conduct their businesses. In
3 Distributable Value represents the value used for purposes of determining equity distributions under the Plan to the Debtors’ creditors, which value was agreed upon in connection with the Plan Term Sheet.
4 Other debt balance may be inconsistent with balance shown in Exhibit F hereto due to updated information pertaining primarily to indebtedness in foreign jurisdictions.
- 71 - general, as illustrated by the Financial Projections, the Debtors believe that with a significantly de-leveraged capital
structure, the Reorganized Debtors will be viable. The Debtors believe that the Reorganized Debtors will have sufficient liquidity to fund obligations as they arise, thereby maintaining value. Accordingly, the Debtors believe the Plan satisfies the feasibility requirement of section 1129(a)(11) of the Bankruptcy Code. The Debtors prepared the Financial Projections in good faith, based upon estimates and assumptions made by the Debtors’ management.
The Financial Projections assume that the Plan will be consummated in accordance with its terms and that all transactions contemplated by the Plan will be consummated by the assumed Effective Date. Any significant delay in the assumed Effective Date of the Plan may have a significant negative impact on the operations and financial performance of the Debtors including, but not limited to, an increased risk of inability to meet sales forecasts and higher reorganization expenses. Additionally, the estimates and assumptions in the Financial Projections, while considered reasonable by management, may not be realized, and are inherently subject to uncertainties and contingencies. They also are based on factors such as industry performance, general business, economic, competitive, regulatory, market, and financial conditions, all of which are difficult to predict and generally beyond the Debtors’ control. Because future events and circumstances may well differ from those assumed and unanticipated events or circumstances may occur, the Debtors expect that the actual and projected results will differ and the actual results may be materially greater or less than those contained in the Financial Projections. No representations can be made as to the accuracy of the Financial Projections or the Reorganized Debtors’ ability to achieve the projected results. Therefore, the Financial Projections may not be relied upon as a guaranty or other assurance of the actual results that will occur. The inclusion of the Financial Projections herein should not be regarded as an indication that the Debtors considered or consider the Financial Projections to reliably predict future performance. The Financial Projections are subjective in many respects, and thus are susceptible to interpretations and periodic revisions based on actual experience and recent developments. The Debtors do not intend to update or otherwise revise the Financial Projections to reflect the occurrence of future events, even in the event that assumptions underlying the Financial Projections are not borne out. The Financial Projections should be read in conjunction with the assumptions and qualifications set forth herein
IX. CONFIRMATION PROCEDURES
A. CONFIRMATION HEARING
The Confirmation Hearing will commence on November 5, 2009 at 10:00 a.m. prevailing Eastern Time. The Plan Objection Deadline is October 26, 2009 at 4:00 p.m. prevailing Eastern Time.
All Plan Objections must be Filed with the Bankruptcy Court and served on the Debtors and certain other parties in accordance with the Disclosure Statement Order on or before the Plan Objection Deadline.
The Debtors’ proposed schedule will provide Entities sufficient notice of the Plan Objection Deadline, which will be more than the 25 days required by Bankruptcy Rule 2002(b). The Debtors believe that the Plan Objection Deadline will afford the Bankruptcy Court, the Debtors and other parties in interest reasonable time to consider the Plan Objections prior to the Confirmation Hearing.
THE BANKRUPTCY COURT WILL NOT CONSIDER PLAN OBJECTIONS UNLESS THEY ARE TIMELY SERVED AND FILED IN COMPLIANCE WITH THE DISCLOSURE STATEMENT ORDER.
Following this Disclosure Statement Hearing, the Debtors will publish the Solicitation Notice, which will contain, among other things, the Plan Objection Deadline, the Voting Deadline, and the date that the Confirmation Hearing is first scheduled, in the Wall Street Journal, USA Today, Globe and Mail (National Edition) and the
Detroit Free Press to provide notification to those Entities that may not receive notice by mail, on a date no fewer
- 72 - Plan Objections must be served on all of the following parties:
Marc Kieselstein Ryan Blaine Bennett
Paul Wierbicki Kirkland & Ellis LLP
300 North LaSalle Chicago, Illinois 60654
Counsel to the Debtors
Kristopher Hansen Sayan Bhattacharyya Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
Counsel to the Noteholders Steering Committee
Kenneth S. Ziman Elisha D. Graff
Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954
Counsel to the Agent for the Debtors’ Prepetition and Postpetition Secured Lenders
Kenneth A. Rosen Sharon L. Levine; S. Jason Teele Cassandra Porter Lowenstein Sandler PC 65 Livingston Avenue Roseland, New Jersey 07068
Counsel to the Committee
Paul K. Schwartzberg Office of the United States Trustee
for the Southern District of New York 33 Whitehall Street, 21st Floor
New York, New York 10004
United States Trustee