Tronox Incorporated has successfully emerged from its Chapter 11
proceedings.
"Our emergence from bankruptcy and our new capital structure is a
significant accomplishment and makes Tronox a much stronger
company for the benefit of our stakeholders, including our
customers, vendors, employees, joint venture partner and
shareholders," said Dennis L. Wanlass, Chief Executive Officer of
Tronox. "We have successfully restructured our balance sheet
while maintaining our business relationships and significantly
improving our operating performance." Having addressed its
substantial legacy environmental and other liabilities through a
comprehensive settlement, Tronox is now well-positioned to compete
in the titanium dioxide and specialty chemical industries.
Wanlass added: "We emerge with a portfolio of world class
titanium dioxide and mineral sands assets and our electrolytic
business units strategically positioned to provide our customers
around the globe with a reliable supply of high quality products
and services. On behalf of the management team, I would like to
thank the Tronox and Tiwest joint venture employees worldwide for
their hard work and dedication throughout this process, and our
customers and suppliers for their continued support."
About Tronox Inc.
Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors. The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.
An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.
Until September 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B. Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.
On November 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated November 5, 2010. Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.
Monday, February 14, 2011
ORLEANS HOMEBUILDERS: Completes Financial Reorganization
Orleans Homebuilders, Inc., announced Feb. 14 it has completed its financial reorganization and emerged from Chapter 11 protection as a newly reorganized company. Orleans emerged with $160 million in new financing, including a $30 million revolving credit facility.
Orleans, which was publicly traded for many years, will now be privately owned. All of the old shares in the company have been cancelled. As part of the new corporate structure, a new board of directors was appointed. One of the new board’s first actions is expected to be the appointment of homebuilding veteran George E. Casey, Jr. as chief executive officer. Mr. Casey has served as a special assistant to the Chief Restructuring Officer of the company since November.
“I am proud to take the helm of this terrific company and look forward to leading an energized team of professionals in the creation of quality homes and outstanding neighborhoods for our customers,” Mr. Casey acknowledged.
Casey went on to say that, “there are many people to thank when a company completes a reorganization. The truth is that Orleans would not be where it is today without our employees and trade partners who have given their all through many challenging days over the past year. They continued to build the great homes and neighborhoods that are our true passion and to satisfy our customers despite the uncertain events surrounding the company.”
Orleans and most of its operating subsidiaries filed voluntary petitions to commence the Chapter 11 process on March 1, 2010. Information about the reorganization, including copies of the Plan and the Court Order confirming the Plan, and links to other Court filings can be found at
Orleans, which was publicly traded for many years, will now be privately owned. All of the old shares in the company have been cancelled. As part of the new corporate structure, a new board of directors was appointed. One of the new board’s first actions is expected to be the appointment of homebuilding veteran George E. Casey, Jr. as chief executive officer. Mr. Casey has served as a special assistant to the Chief Restructuring Officer of the company since November.
“I am proud to take the helm of this terrific company and look forward to leading an energized team of professionals in the creation of quality homes and outstanding neighborhoods for our customers,” Mr. Casey acknowledged.
Casey went on to say that, “there are many people to thank when a company completes a reorganization. The truth is that Orleans would not be where it is today without our employees and trade partners who have given their all through many challenging days over the past year. They continued to build the great homes and neighborhoods that are our true passion and to satisfy our customers despite the uncertain events surrounding the company.”
Orleans and most of its operating subsidiaries filed voluntary petitions to commence the Chapter 11 process on March 1, 2010. Information about the reorganization, including copies of the Plan and the Court Order confirming the Plan, and links to other Court filings can be found at
INDYMAC BANCORP: SEC Sues 3 Former Sr. Execs. for Fraud
The Securities and Exchange Commission on Feb. 11 charged three former senior executives at IndyMac Bancorp with securities fraud for misleading investors about the mortgage lender's deteriorating financial condition.
The SEC alleges that former CEO Michael W. Perry and former CFOs A. Scott Keys and S. Blair Abernathy participated in the filing of false and misleading disclosures about the financial stability of IndyMac and its main subsidiary, IndyMac Bank F.S.B. The three executives regularly received internal reports about IndyMac's deteriorating capital and liquidity positions in 2007 and 2008, but failed to ensure adequate disclosure of that information to investors as IndyMac sold millions of dollars in new stock.
IndyMac Bank was a federally-chartered thrift institution regulated by the Office of Thrift Supervision (OTS) and headquartered in Pasadena, Calif. The OTS closed the bank on July 11, 2008, and placed it under Federal Deposit Insurance Corporation (FDIC) receivership. IndyMac filed for bankruptcy protection later that month.
"These corporate executives made false and misleading disclosures about IndyMac at a time when the company's financial condition was rapidly deteriorating. Truthful and accurate disclosure to investors is particularly critical during a time of crisis, and the federal securities laws do not become optional when the news is negative," said Lorin L. Reisner, Deputy Director of the SEC's Division of Enforcement.
According to the SEC's complaints filed in U.S. District Court for the Central District of California, Perry and Keys defrauded new and existing IndyMac shareholders by making false and misleading statements about IndyMac's financial condition in its 2007 annual report and in offering materials for the company's sale of $100 million in new stock to investors. In early February 2008, IndyMac projected that it would return to profitability and continue to pay preferred dividends in 2008 without having to raise new capital. In late February 2008, Perry and Keys knew that contrary to the rosy projections released just two weeks earlier, IndyMac had begun raising new capital to protect IndyMac's capital and liquidity positions. Specifically, Perry and Keys regularly received information that IndyMac's financial condition was rapidly deteriorating and authorized new stock sales as a result. Yet they fraudulently failed to fully disclose IndyMac's precarious financial condition in the 2007 annual report and the offering documents for the new stock sales.
The SEC further alleges that Perry knew that rating downgrades in April 2008 on bonds held by IndyMac Bank had exacerbated its capital and liquidity positions to the extent that IndyMac had no choice but to suspend future preferred dividend payments by no later than May 2, 2008. This material information was not disclosed in IndyMac's ongoing stock offerings. Perry also failed to disclose in various SEC filings or a May 2008 earnings conference call that IndyMac would not have been "well-capitalized" at the end of its first quarter without departing from its traditional method for risk-weighting subprime assets and backdating an $18 million capital contribution.
According to the SEC's complaint, Abernathy replaced Keys as IndyMac's CFO in April 2008. He similarly made false and misleading statements in the offering documents used in selling new IndyMac stock to investors despite regularly receiving internal reports about IndyMac's deteriorating capital and liquidity positions.
The SEC also alleges that in summer 2007 while serving as IndyMac's executive vice president in charge of specialty lending, Abernathy made false and misleading statements about the quality of the loans in six IndyMac offerings of residential mortgage-backed securities (RMBS) totaling $2.5 billion. Abernathy received internal reports each month revealing that 12 to 18 percent of IndyMac's loans contained misrepresentations regarding important loan and borrower characteristics. However, the RMBS offering documents stated that nothing had come to IndyMac's attention that any loan included in the offering contained a misrepresentation. The SEC alleges that Abernathy failed to ensure that the quality of IndyMac's loans was accurately disclosed and failed to disclose that information had come to IndyMac's attention about loans containing misrepresentations.
Abernathy agreed to settle the SEC's charges without admitting or denying the allegations. He consented to the entry of an order that permanently restrains and enjoins him from violating Section 17(a)(2) and 17(a)(3) of the Securities Act and requires him to pay a $100,000 penalty, $25,000 in disgorgement, and prejudgment interest of $1,592.26. Abernathy also consented to the issuance of an administrative order pursuant to Rule 102(e) of the SEC's Rules of Practice, suspending him from appearing or practicing before the SEC as an accountant. He has the right to apply for reinstatement after two years.
The SEC's complaint charges Perry and Keys with knowingly violating the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and aiding and abetting IndyMac's violations of its periodic reporting requirements under Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder. Perry also is charged with aiding and abetting IndyMac's reporting violations under Exchange Act Rules 13a-11 and 13a-13. The SEC's complaint against Perry and Keys seeks permanent injunctive relief, an officer and director bar, disgorgement of ill-gotten gains with prejudgment interest, and a financial penalty.
The SEC acknowledges the assistance of the FDIC in this investigation.
About Indymac
Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/ -- was the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.
On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver. Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.
All non-brokered insured deposit accounts and substantially all of
the assets of the bank were transferred to IndyMac Federal Bank,
F.S.B., Pasadena, CA, a newly chartered full-service FDIC-insured
institution. On March 19, IndyMac Federal Bank was sold to
OneWest Bank, F.S.B., Pasadena, California. OneWest Bank, FSB is a
newly formed federal savings bank organized by IMB HoldCo LLC.
Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).
Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq. Indymac had about $32.01 billion in assets as of July 11, 2008. In court documents, IndyMac disclosed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million.
The SEC alleges that former CEO Michael W. Perry and former CFOs A. Scott Keys and S. Blair Abernathy participated in the filing of false and misleading disclosures about the financial stability of IndyMac and its main subsidiary, IndyMac Bank F.S.B. The three executives regularly received internal reports about IndyMac's deteriorating capital and liquidity positions in 2007 and 2008, but failed to ensure adequate disclosure of that information to investors as IndyMac sold millions of dollars in new stock.
IndyMac Bank was a federally-chartered thrift institution regulated by the Office of Thrift Supervision (OTS) and headquartered in Pasadena, Calif. The OTS closed the bank on July 11, 2008, and placed it under Federal Deposit Insurance Corporation (FDIC) receivership. IndyMac filed for bankruptcy protection later that month.
"These corporate executives made false and misleading disclosures about IndyMac at a time when the company's financial condition was rapidly deteriorating. Truthful and accurate disclosure to investors is particularly critical during a time of crisis, and the federal securities laws do not become optional when the news is negative," said Lorin L. Reisner, Deputy Director of the SEC's Division of Enforcement.
According to the SEC's complaints filed in U.S. District Court for the Central District of California, Perry and Keys defrauded new and existing IndyMac shareholders by making false and misleading statements about IndyMac's financial condition in its 2007 annual report and in offering materials for the company's sale of $100 million in new stock to investors. In early February 2008, IndyMac projected that it would return to profitability and continue to pay preferred dividends in 2008 without having to raise new capital. In late February 2008, Perry and Keys knew that contrary to the rosy projections released just two weeks earlier, IndyMac had begun raising new capital to protect IndyMac's capital and liquidity positions. Specifically, Perry and Keys regularly received information that IndyMac's financial condition was rapidly deteriorating and authorized new stock sales as a result. Yet they fraudulently failed to fully disclose IndyMac's precarious financial condition in the 2007 annual report and the offering documents for the new stock sales.
The SEC further alleges that Perry knew that rating downgrades in April 2008 on bonds held by IndyMac Bank had exacerbated its capital and liquidity positions to the extent that IndyMac had no choice but to suspend future preferred dividend payments by no later than May 2, 2008. This material information was not disclosed in IndyMac's ongoing stock offerings. Perry also failed to disclose in various SEC filings or a May 2008 earnings conference call that IndyMac would not have been "well-capitalized" at the end of its first quarter without departing from its traditional method for risk-weighting subprime assets and backdating an $18 million capital contribution.
According to the SEC's complaint, Abernathy replaced Keys as IndyMac's CFO in April 2008. He similarly made false and misleading statements in the offering documents used in selling new IndyMac stock to investors despite regularly receiving internal reports about IndyMac's deteriorating capital and liquidity positions.
The SEC also alleges that in summer 2007 while serving as IndyMac's executive vice president in charge of specialty lending, Abernathy made false and misleading statements about the quality of the loans in six IndyMac offerings of residential mortgage-backed securities (RMBS) totaling $2.5 billion. Abernathy received internal reports each month revealing that 12 to 18 percent of IndyMac's loans contained misrepresentations regarding important loan and borrower characteristics. However, the RMBS offering documents stated that nothing had come to IndyMac's attention that any loan included in the offering contained a misrepresentation. The SEC alleges that Abernathy failed to ensure that the quality of IndyMac's loans was accurately disclosed and failed to disclose that information had come to IndyMac's attention about loans containing misrepresentations.
Abernathy agreed to settle the SEC's charges without admitting or denying the allegations. He consented to the entry of an order that permanently restrains and enjoins him from violating Section 17(a)(2) and 17(a)(3) of the Securities Act and requires him to pay a $100,000 penalty, $25,000 in disgorgement, and prejudgment interest of $1,592.26. Abernathy also consented to the issuance of an administrative order pursuant to Rule 102(e) of the SEC's Rules of Practice, suspending him from appearing or practicing before the SEC as an accountant. He has the right to apply for reinstatement after two years.
The SEC's complaint charges Perry and Keys with knowingly violating the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and aiding and abetting IndyMac's violations of its periodic reporting requirements under Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder. Perry also is charged with aiding and abetting IndyMac's reporting violations under Exchange Act Rules 13a-11 and 13a-13. The SEC's complaint against Perry and Keys seeks permanent injunctive relief, an officer and director bar, disgorgement of ill-gotten gains with prejudgment interest, and a financial penalty.
The SEC acknowledges the assistance of the FDIC in this investigation.
About Indymac
Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/ -- was the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.
On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver. Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.
All non-brokered insured deposit accounts and substantially all of
the assets of the bank were transferred to IndyMac Federal Bank,
F.S.B., Pasadena, CA, a newly chartered full-service FDIC-insured
institution. On March 19, IndyMac Federal Bank was sold to
OneWest Bank, F.S.B., Pasadena, California. OneWest Bank, FSB is a
newly formed federal savings bank organized by IMB HoldCo LLC.
Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).
Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq. Indymac had about $32.01 billion in assets as of July 11, 2008. In court documents, IndyMac disclosed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million.
OTC HOLDINGS: Oriental Trading Emerges from Chapter 11
For a 30-day trial of the Troubled Company Reporter, CLICK
Oriental Trading Company, Inc., on February 14 announced the completion of its reorganization efforts and successful exit from bankruptcy. The Company says emerged with a significantly improved capital structure and strong liquidity, having reduced its debt by nearly 70%.
Oriental Trading won confirmation of its reorganization plan on
Dec. 16, 2010. OTC was able to confirm the plan following a settlement between first- and second-lien lenders. The plan gives the new stock plus cash or a new $200 million second-lien note to senior lenders owed $403 million. Second lien lenders will receive five-year warrants for 5% of the stock based on a $422 million enterprise value. They will also receive five-year warrants for 4.5% based on a $447 million enterprise value.
First-lien lenders are providing $1.1 million for unsecured creditors with $6.8 million in claims.
“Today marks the beginning of a new era of growth for Oriental Trading Company. Our new capital structure provides us with a sustainable, long-term financial foundation from which we will drive the future growth of the business,” said Sam Taylor, CEO of Oriental Trading, in a Feb. 14 statement. “Business performance has stabilized over the last twelve months with revenues growing, continued double-digit operating margins, and record-high customer satisfaction.”
Oriental Trading received court approval of its plan of reorganization and secured exit financing in less than six months. The swift emergence from bankruptcy reflects the company's strength and ensured that the restructuring process did not interfere with the smooth operation of the company's business – a priority for the organization. New ownership is comprised of a group of investors that formerly held the company's senior debt.
“We appreciate the support of our customers, business partners, and lenders during the past six months as we worked through the restructuring process,” Taylor said. “In particular we want to thank our dedicated and talented employees who remained focused on delivering the same exceptional customer service and quality products that our customers have come to expect from Oriental Trading Company.”
About OTC Holdings Corporation
Omaha, Nebraska-based OTC Holdings Corporation filed for
Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No.
10-12636). Affiliates OTC Investors Corporation (Bankr. D. Del.
Case No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del.
Case No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No.
10-12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del.
Case No. 10-12640), filed separate Chapter 11 petitions on
August 25, 2010. The Debtors disclosed $463 million in assets and
$757 million in liabilities as of the Chapter 11 filing.
Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, represent the Debtors. Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, serve
as the Debtors' local counsel. Jefferies & Company, Inc., is the
Debtors' financial advisor. Protiviti, Inc., is the Debtors'
restructuring consultant. Kurtzman Carson Consultants LLC is the
Debtors' claims agent.
The Official Committee of Unsecured Creditors' counsel is Ashby &
Geddes, P.A.
Oriental Trading Company, Inc., on February 14 announced the completion of its reorganization efforts and successful exit from bankruptcy. The Company says emerged with a significantly improved capital structure and strong liquidity, having reduced its debt by nearly 70%.
Oriental Trading won confirmation of its reorganization plan on
Dec. 16, 2010. OTC was able to confirm the plan following a settlement between first- and second-lien lenders. The plan gives the new stock plus cash or a new $200 million second-lien note to senior lenders owed $403 million. Second lien lenders will receive five-year warrants for 5% of the stock based on a $422 million enterprise value. They will also receive five-year warrants for 4.5% based on a $447 million enterprise value.
First-lien lenders are providing $1.1 million for unsecured creditors with $6.8 million in claims.
“Today marks the beginning of a new era of growth for Oriental Trading Company. Our new capital structure provides us with a sustainable, long-term financial foundation from which we will drive the future growth of the business,” said Sam Taylor, CEO of Oriental Trading, in a Feb. 14 statement. “Business performance has stabilized over the last twelve months with revenues growing, continued double-digit operating margins, and record-high customer satisfaction.”
Oriental Trading received court approval of its plan of reorganization and secured exit financing in less than six months. The swift emergence from bankruptcy reflects the company's strength and ensured that the restructuring process did not interfere with the smooth operation of the company's business – a priority for the organization. New ownership is comprised of a group of investors that formerly held the company's senior debt.
“We appreciate the support of our customers, business partners, and lenders during the past six months as we worked through the restructuring process,” Taylor said. “In particular we want to thank our dedicated and talented employees who remained focused on delivering the same exceptional customer service and quality products that our customers have come to expect from Oriental Trading Company.”
About OTC Holdings Corporation
Omaha, Nebraska-based OTC Holdings Corporation filed for
Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No.
10-12636). Affiliates OTC Investors Corporation (Bankr. D. Del.
Case No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del.
Case No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No.
10-12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del.
Case No. 10-12640), filed separate Chapter 11 petitions on
August 25, 2010. The Debtors disclosed $463 million in assets and
$757 million in liabilities as of the Chapter 11 filing.
Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, represent the Debtors. Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, serve
as the Debtors' local counsel. Jefferies & Company, Inc., is the
Debtors' financial advisor. Protiviti, Inc., is the Debtors'
restructuring consultant. Kurtzman Carson Consultants LLC is the
Debtors' claims agent.
The Official Committee of Unsecured Creditors' counsel is Ashby &
Geddes, P.A.
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