Intrum chapter 11 bankruptcy ruling, read by the bankruptcy judge on the record 12-31-2024, appealed by creditors via notice of appeal filed 1-13-2025
Notes
1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
In re:
INTRUM AB, et al.,1
Debtors.
Chapter 11
Case No. 24-90575 (CML)
(Jointly Administered)
NOTICE OF APPEAL
Pursuant to 28 U.S.C. § 158(a) and Federal Rules of Bankruptcy Procedure 8002 and 8003,
notice is hereby given that the Ad Hoc Committee of holders of 2025 notes issued by Intrum AB
(the “AHC”) hereby appeals to the United States District Court for the Southern District of Texas
from (i) the Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due
2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule of
Bankruptcy Procedure 1017(f)(1) (ECF No. 262) (the “Motion to Dismiss Order”) and (ii) the
Order (I) Approving Disclosure Statement and (II) Confirming Joint Prepackaged Chapter 11
Plan of Intrum AB and Its Affiliated Debtor (Further Technical Modifications) (ECF No. 263) (the
“Confirmation Order”). A copy of the Motion to Dismiss Order is attached as Exhibit A and a
copy of the Confirmation Order is attached as Exhibit B. Additionally, the transcript of the
Bankruptcy Court’s oral ruling accompanying the Motion to Dismiss Order and Confirmation
Order (ECF No. 275) is attached as Exhibit C.
Below are the names of all parties to this appeal and their respective counsel:
1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’
service address in these Chapter 11 Cases is 801 Travis Street, Ste 2101, #1312, Houston, TX 77002.
Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 1 of 6
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I. APPELLANT
A. Name of Appellant:
The members of the AHC include:
Boundary Creek Master Fund LP; CF INT Holdings Designated Activity Company; Caius
Capital Master Fund; Diameter Master Fund LP; Diameter Dislocation Master Fund II LP; Fir
Tree Credit Opportunity Master Fund, LP; MAP 204 Segregated Portfolio, a segregated portfolio
of LMA SPC; Star V Partners LLC; and TQ Master Fund LP.
Attorneys for the AHC:
QUINN EMANUEL URQUHART & SULLIVAN, LLP
Christopher D. Porter (SBN 24070437)
Joanna D. Caytas (SBN 24127230)
Melanie A. Guzman (SBN 24117175)
Cameron M. Kelly (SBN 24120936)
700 Louisiana Street, Suite 3900
Houston, TX 77002
Telephone: (713) 221-7000
Facsimile: (713) 221-7100
Email: chrisporter@quinnemanuel.com
joannacaytas@quinnemanuel.com
melanieguzman@quinnemanuel.com
cameronkelly@quinnemanuel.com
-and-
Benjamin I. Finestone (admitted pro hac vice)
Sascha N. Rand (admitted pro hac vice)
Katherine A. Scherling (admitted pro hac vice)
295 5th Avenue
New York, New York 10016
Telephone: (212) 849-7000
Facsimile: (212) 849-7100
Email: benjaminfinestone@quinnemanuel.com
sascharand@quinnemanuel.com
katescherling@quinnemanuel.com
B. Positions of appellant in the adversary proceeding or bankruptcy case that is
the subject of this appeal:
Creditors
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II. THE SUBJECT OF THIS APPEAL
A. Judgment, order, or decree appealed from:
The Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due
2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule of
Bankruptcy Procedure 1017(f)(1) (ECF No. 262); the Order (I) Approving Disclosure Statement
and (II) Confirming Joint Prepackaged Chapter 11 Plan of Intrum AB and Its Affiliated Debtor
(Further Technical Modifications) (ECF No. 263); and the December 31, 2024 Transcript of Oral
Ruling Before the Honorable Christopher M. Lopez United States Bankruptcy Court Judge (ECF
No. 275).
B. The date on which the judgment, order, or decree was entered:
The Motion to Dismiss Order and the Confirmation Order were entered on December 31,
2024. The Court issued its oral ruling accompanying the Motion to Dismiss Order and the
Confirmation Order on December 31, 2024.
III. OTHER PARTIES TO THIS APPEAL
Intrum AB and Intrum AB of Texas LLC
MILBANK LLP
Dennis F. Dunne (admitted pro hac vice)
Jaimie Fedell (admitted pro hac vice)
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
Email: ddunne@milbank.com
jfedell@milbank.com
–and–
Andrew M. Leblanc (admitted pro hac vice)
Melanie Westover Yanez (admitted pro hac vice)
1850 K Street, NW, Suite 1100
Washington, DC 20006
Telephone: (202) 835-7500
Facsimile: (202) 263-7586
Email: aleblanc@milbank.com
mwyanez@milbank.com
–and–
PORTER HEDGES LLP
John F. Higgins (SBN 09597500)
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Eric D. Wade (SBN 00794802)
M. Shane Johnson (SBN 24083263)
1000 Main Street, 36th Floor
Houston TX 77002
Telephone: (713) 226-6000
Facsimile: (713) 226-6248
Email: jhiggins@porterhedges.com
ewade@porterhedges.com
sjohnson@porterhedges.com
IV. OTHER PARTIES THAT MAY HAVE AN INTEREST IN THIS APPEAL
The following chart lists certain parties that are not parties to this appeal, but that may have
an interest in the outcome of the case. These parties should be served with notice of this appeal
by the Debtors who are aware of their identities and best positioned to provide notice.
All Other Creditors of the Debtors, Including, But Not Limited To:
• Certain funds and accounts managed by BlackRock Investment Management (UK)
Limited or its affiliates;
• Capital Four;
• Davidson Kempner European Partners, LLP;
• Intermediate Capital Managers Limited;
• Mandatum Asset Management Ltd;
• H.I.G. Capital, LLC;
• Spiltan Hograntefond; Spiltan Rantefond Sverige; and Spiltan Aktiefond Stabil;
• The RCF SteerCo Group;
• Swedbank AB (publ).
Any Holder of Stock of the Debtors
• Any holder of stock of the Debtors, including their successors and assigns.
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Respectfully submitted this 13th day of January, 2025.
QUINN EMANUEL URQUHART &
SULLIVAN, LLP
/s/ Christopher D. Porter
Christopher D. Porter (SBN 24070437)
Joanna D. Caytas (SBN 24127230)
Melanie A. Guzman (SBN 24117175)
Cameron M. Kelly (SBN 24120936)
700 Louisiana Street, Suite 3900
Houston, TX 77002
Telephone: (713) 221-7000
Facsimile: (713) 221-7100
Email: chrisporter@quinnemanuel.com
joannacaytas@quinnemanuel.com
melanieguzman@quinnemanuel.com
cameronkelly@quinnemanuel.com
-and-
Benjamin I. Finestone (admitted pro hac vice)
Sascha N. Rand (admitted pro hac vice)
Katherine A. Scherling (admitted pro hac vice)
295 5th Avenue
New York, New York 10016
Telephone: (212) 849-7000
Facsimile: (212) 849-7100
Email: benjaminfinestone@quinnemanuel.com
sascharand@quinnemanuel.com
katescherling@quinnemanuel.com
COUNSEL FOR THE AD HOC COMMITTEE OF
INTRUM AB 2025 NOTEHOLDERS
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CERTIFICATE OF SERVICE
I, Christopher D. Porter, hereby certify that on the 13th day of January, 2025, a copy of
the foregoing document has been served via the Electronic Case Filing System for the United
States Bankruptcy Court for the Southern District of Texas.
/s/ Christopher D. Porter
By: Christopher D. Porter
Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 6 of 6
EXHIBIT A
Case 24-90575 Document 296-1 Filed in TXSB on 01/13/25 Page 1 of 3
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
)
Intrum AB, et al.,1 ) Case No. 24-90575 (CML)
))
Jointly Administered
Debtors. )
)
ORDER DENYING MOTION OF THE AD HOC
COMMITTEE OF HOLDERS OF INTRUM AB NOTES DUE 2025
TO DISMISS CHAPTER 11 CASES PURSUANT TO 11 U.S.C. § 1112(B) AND
FEDERAL RULE OF BANKRUPTCY PROCEDURE 1017(F)(1)
(Related to Docket No. 27)
This matter, having come before the Court upon the Motion of the Ad Hoc Committee of
Holders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. §
1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) [Docket No. 27] (the “Motion to
Dismiss”); and this Court having considered the Debtors’ Objection to the Motion of the Ad Hoc
Committee of Holders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11
U.S.C. § 1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) (the “Objection”) and
any other responses or objections to the Motion to Dismiss; and this Court having jurisdiction over
this matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order; and this Court having
found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found
that it may enter a final order consistent with Article III of the United States Constitution; and this
Court having found that the relief requested in the Objection is in the best interests of the Debtors’
1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ service
address in these Chapter 11 Cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.
United States Bankruptcy Court
Southern District of Texas
ENTERED
December 31, 2024
Nathan Ochsner, Clerk
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estates; and this Court having found that the Debtors’ notice of the Objection and opportunity for
a hearing on the Motion to Dismiss and Objection were appropriate and no other notice need be
provided; and this Court having reviewed the Motion to Dismiss and Objection and having
heard the statements in support of the relief requested therein at a hearing before this Court; and
this Court having determined that the legal and factual bases set forth in the Objection
establish just cause for the relief granted herein; and upon all of the proceedings had before
this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY
ORDERED THAT:
1. The Motion to Dismiss is Denied for the reasons stated at the December 31, 2024 hearing.
2. This Court retains exclusive jurisdiction and exclusive venue with respect to all
matters arising from or related to the implementation, interpretation, and enforcement of this Order.
DAeucegmubste 0r 23,1 2, 0210294
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EXHIBIT B
Case 24-90575 Document 296-2 Filed in TXSB on 01/13/25 Page 1 of 135
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
)
Intrum AB et al.,1 ) Case No. 24-90575 (CML)
)
)
(Jointly Administered)
Debtors. )
)
ORDER (I) APPROVING
DISCLOSURE STATEMENT AND
(II) CONFIRMING JOINT PREPACKAGED CHAPTER 11
PLAN OF INTRUM AB AND ITS AFFILIATED
DEBTOR (FURTHER TECHNICAL MODIFICATIONS)
The above-captioned debtors and debtors in possession (collectively, the
“Debtors”), having:
a. entered into that certain Lock-Up Agreement, dated as of July 10, 2024 (as
amended and restated on August 15, 2024, and as further modified,
supplemented, or otherwise amended from time to time in accordance with its
terms, the “the Lock-Up Agreement”) and that certain Backstop Agreement,
dated as of July 10, 2024, (as amended and restated on November 15, 2024 and
as further modified, supplemented, or otherwise amended from time to time in
accordance with its terms), setting out the terms of the backstop commitments
provided by the Backstop Providers to backstop the entirety of the issuance of
New Money Notes (as may be further amended, restated, amended and restated,
modified or supplemented from time to time in accordance with the terms
thereof, the “Backstop Agreement”) which set forth the terms of a consensual
financial restructuring of the Debtors;
b. commenced, on October 17, 2024, a prepetition solicitation (the “Solicitation”)
of votes on the Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum
AB and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (as
the same may be further amended, modified and supplemented from time to
time, the “Plan”), by causing the transmittal, through their solicitation and
balloting agent, Kroll Restructuring Administration LLC (“Kroll”), to the
holders of Claims entitled to vote on the Plan of, among other things: (i) the
1 The Debtors in these chapter 11 cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ service
address in these chapter 11 cases is 801 Travis Street, STE 2102, #1312, Houston, TX 77002.
United States Bankruptcy Court
Southern District of Texas
ENTERED
December 31, 2024
Nathan Ochsner, Clerk
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Plan, (ii) the Disclosure Statement for Joint Prepackaged Chapter 11 Plan of
Reorganization of Intrum AB and its Debtor Affiliate (as the same may be
further amended, modified and supplemented from time to time, the
“Disclosure Statement”), and (iii) the Ballots and Master Ballot to vote on the
Plan (the “Ballots”), (iv) the Affidavit of Service of Solicitation Materials
[Docket No. 7];
c. commenced on November 15, 2024 (the “Petition Date”), these chapter 11 cases
(these “Chapter 11 Cases”) by filing voluntary petitions in the United States
Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”
or the “Court”) for relief under chapter 11 of title 11 of the United States Code
(the “Bankruptcy Code”);
d. Filed on November 15, 2024, the Affidavit of Service of Solicitation Materials
[Docket No. 7] (the “Solicitation Affidavit”);
e. Filed, on November 16, 2024 the Joint Prepackaged Chapter 11 Plan of
Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11
of the Bankruptcy Code (Technical Modifications) [Docket No. 16] and the
Disclosure Statement for Joint Prepackaged Chapter 11 Plan of Intrum AB and
its Debtor Affiliate [Docket No. 17];
f. Filed on November 16, 2024, the Declaration of Andrés Rubio in Support of of
the Debtors’ Chapter 11 Petitions and First Day Motions [Docket No. 14] (the
“First Day Declaration”);
g. Filed on November 17, 2024, the Declaration of Alex Orchowski of Kroll
Restructuring Administration LLC Regarding the Solicitation of Votes and
Tabulation of Ballots Case on the Joint Prepackaged Chapter 11 Plan of
Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11
of the Bankruptcy Code [Docket No. 18] (the “Voting Declaration,” and
together with the Plan, the Disclosure Statement, the Ballots, and the
Solicitation Affidavit, the “Solicitation Materials”);
h. obtained, on November 19, 2024, the Order(I) Scheduling a Combined Hearing
on (A) Adequacy of the Disclosure Statement and (B) Confirmation of the Plan,
(II) Approving Solicitation Procedures and Form and Manner of Notice of
Commencement, Combined Hearing, and Objection Deadline, (III) Fixing
Deadline to Object to Disclosure Statement and Plan, (IV) Conditionally (A)
Directing the United States Trustee Not to Convene Section 341 Meeting of
Creditors and (B) Waiving Requirement to File Statements of Financial Affairs
and Schedules of Assets and Liabilities, and (V) Granting Related Relief
[Docket No. 71] (the “Scheduling Order”), which, among other things: (i)
approved the prepetition solicitation and voting procedures, including the
Confirmation Schedule (as defined therein); (ii) conditionally approved the
Disclosure Statement and its use in the Solicitation; and (iii) scheduled the
Combined Hearing on December 16, 2024, at 1:00 p.m. (prevailing Central
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Time) to consider the final approval of the Disclosure Statement and the
confirmation of the Plan (the “Combined Hearing”);
i. served, through Kroll, on November 20, 2025, on all known holders of Claims
and Interests, the U.S. Trustee and certain other parties in interest, the Notice
of: (I) Commencement of Chapter 11 Bankruptcy Cases; (II) Hearing on the
Disclosure Statement and Confirmation of the Plan, and (III) Certain Objection
Deadlines (the “Combined Hearing Notice”) as evidence by the Affidavit of
Service [Docket No. 160];
j. caused, on November 25 and 27, 2024, the Combined Hearing Notice to be
published in the New York Times (national and international editions) and the
Financial Times (international edition), as evidenced by the Certificate of
Publication [Docket No. 148];
k. Filed and served, on December 10, 2024, the Plan Supplement for the Debtors’
Joint Prepackaged Chapter 11 Plan of Reorganization [Docket 165];
l. Filed on December 10, 2024, the Declaration of Jeffrey Kopa in Support of
Confirmation of the Joint Prepackaged Plan of Reorganization of Intrum AB
and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code [Docket
No. 155];
m. Filed on December 14, 2024, the:
i. Debtors’ Memorandum of Law in Support of an Order: (I) Approving, on a
Final Basis, Adequacy of the Disclosure Statement; (II) Confirming the
Joint Prepackaged Plan of Reorganization; and (III) Granting Related Relief
[Docket No. 190] (the “Confirmation Brief”);
ii. Declaration of Andrés Rubio in Support of Confirmation of the Joint
Prepackaged Plan of Reorganization of Intrum AB and its Debtor Affiliate.
[Docket No. 189] (the “Confirmation Declaration”); and
iii. Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum AB and its
Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (Further
Technical Modifications) [Docket No. 191];
n. Filed on December 18, 2024, the Joint Prepackaged Chapter 11 Plan of
Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11
of the Bankruptcy Code (Further Technical Modifications) [Docket No. 223];
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WHEREAS, the Court having, among other things:
a. set December 12, 2024, at 4:00 p.m. (prevailing Central Time) as the deadline
for Filing objection to the adequacy of the Disclosure Statement and/or
Confirmation2 of the Plan (the “Objection Deadline”);
b. held, on December 16, 2024 at 1:00 p.m. (prevailing Central Time) [and
continuing through December 17, 2024], the Combined Hearing;
c. heard the statements, arguments, and any objections made at the Combined
Hearing;
d. reviewed the Disclosure Statement, the Plan, the Ballots, the Plan Supplement,
the Confirmation Brief, the Confirmation Declaration, the Solicitation
Affidavit, and the Voting Declaration;
e. overruled (i) any and all objections to approval of the Disclosure Statement, the
Plan, and Confirmation, except as otherwise stated or indicated on the record,
and (ii) all statements and reservations of rights not consensually resolved or
withdrawn, unless otherwise indicated; and
f. reviewed and taken judicial notice of all the papers and pleadings Filed
(including any objections, statement, joinders, reservations of rights and other
responses), all orders entered, and all evidence proffered or adduced and all
arguments made at the hearings held before the Court during the pendency of
these cases;
NOW, THEREFORE, it appearing to the Bankruptcy Court that notice of the
Combined Hearing and the opportunity for any party in interest to object to the Disclosure
Statement and the Plan having been adequate and appropriate as to all parties affected or to be
affected by the Plan and the transactions contemplated thereby, and the legal and factual bases set
forth in the documents Filed in support of approval of the Disclosure Statement and Confirmation
and other evidence presented at the Combined Hearing establish just cause for the relief granted
herein; and after due deliberation thereon and good cause appearing therefor, the Bankruptcy
Court makes and issues the following findings of fact and conclusions of law, and orders for the
reasons stated on the record at the December 31, 2024 ruling on plan confirmation;
2 Capitalized terms used but not otherwise defined herein have meanings given to them in the Plan and/or the
Disclosure Statement. The rules of interpretation set forth in Article I.B of the Plan apply to this Combined
Order.
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I. FINDINGS OF FACT AND CONCLUSIONS OF LAW
IT IS HEREBY FOUND AND DETERMINED THAT:
A. Findings of Fact and Conclusions of Law.
1. The findings and conclusions set forth herein and in the record of the
Combined Hearing constitute the Bankruptcy Court’s findings of fact and conclusions of law under
Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules
7052 and 9014. To the extent any of the following conclusions of law constitute findings of fact,
or vice versa, they are adopted as such.
B. Jurisdiction, Venue, Core Proceeding.
2. This Court has jurisdiction over these Chapter 11 Cases pursuant to
28 U.S.C. § 1334. Venue of these proceedings and the Chapter 11 Cases in this district is proper
pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C.
§ 157(b)(2) and this Court may enter a final order hereon under Article III of the United States
Constitution.
C. Eligibility for Relief.
3. The Debtors were and continue to be entities eligible for relief under section
109 of the Bankruptcy Code and the Debtors were and continue to be proper proponents of the
Plan under section 1121(a) of the Bankruptcy Code.
D. Commencement and Joint Administration of the Chapter 11 Cases.
4. On the Petition Date, the Debtors commenced the Chapter 11 Cases. On
November 18, 2024, the Court entered an order [Docket No. 51] authorizing the joint
administration of the Chapter 11 Case in accordance with Bankruptcy Rule 1015(b). The Debtors
have operated their businesses and managed their properties as debtors in possession pursuant to
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sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee
has been appointed in these Chapter 11 Cases.
E. Adequacy of the Disclosure Statement.
5. The Disclosure Statement and the exhibits contained therein (i) contains
sufficient information of a kind necessary to satisfy the disclosure requirements of applicable
nonbankruptcy laws, rules and regulations, including the Securities Act; and (ii) contains
“adequate information” as such term is defined in section 1125(a)(1) and used in section
1126(b)(2) of the Bankruptcy Code, with respect to the Debtors, the Plan and the transactions
contemplated therein. The Filing of the Disclosure Statement satisfied Bankruptcy Rule 3016(b).
The injunction, release, and exculpation provisions in the Plan and the Disclosure Statement
describe, in bold font and with specific and conspicuous language, all acts to be enjoined and
identify the Entities that will be subject to the injunction, thereby satisfying Bankruptcy Rule
3016(c).
F. Solicitation.
6. As described in and evidenced by the Voting Declaration, the Solicitation
and the transmittal and service of the Solicitation Materials were: (i) timely, adequate, appropriate,
and sufficient under the circumstances; and (ii) in compliance with sections 1125(g) and 1126(b)
of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the applicable Local Bankruptcy Rules,
the Scheduling Order and all applicable nonbankruptcy rules, laws, and regulations applicable to
the Solicitation, including the registration requirements under the Securities Act. The Solicitation
Materials, including the Ballots and the Opt Out Form (as defined below), adequately informed
the holders of Claims entitled to vote on the Plan of the procedures and deadline for completing
and submitting the Ballots.
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7. The Debtors served the Combined Hearing Notice on the entire creditor
matrix and served the Opt Out Form on all Non-Voting Classes. The Combined Hearing Notice
adequately informed Holders of Claims or Interests of critical information regarding voting on (if
applicable) and objecting to the Plan, including deadlines and the inclusion of release, exculpation,
and injunction provisions in the Plan, and adequately summarized the terms of the Third-Party
Release. Further, because the form enabling stakeholders to opt out of the Third-Party Release (the
“Opt Out Form”) was included in both the Ballots and the Opt Out Form, every known stakeholder,
including unimpaired creditors was provided with the means by which the stakeholders could opt
out of the Third-Party Release. No further notice is required. The period for voting on the Plan
provided a reasonable and sufficient period of time and the manner of such solicitation was an
appropriate process allowing for such holders to make an informed decision.
G. Tabulation.
8. As described in and evidenced by the Voting Declaration, (i) the holders of
Claims in Class 3 (RCF Claims) and Class 5 (Notes Claims) are Impaired under the Plan
(collectively, the “Voting Classes”) and have voted to accept the Plan in the numbers and amounts
required by section 1126 of the Bankruptcy Code, and (ii) no Class that was entitled to vote on the
Plan voted to reject the Plan. All procedures used to tabulate the votes on the Plan were in good
faith, fair, reasonable, and conducted in accordance with the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement, the
Scheduling Order, and all other applicable nonbankruptcy laws, rules, and regulations.
H. Plan Supplement.
9. On December 10, 2024, the Debtors Filed the Plan Supplement with the
Court. The Plan Supplement (including as subsequently modified, supplemented, or otherwise
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amended pursuant to a filing with the Court), complies with the terms of the Plan, and the Debtors
provided good and proper notice of the filing in accordance with the Bankruptcy Code, the
Bankruptcy Rules, the Scheduling Order, and the facts and circumstances of the Chapter 11 Cases.
All documents included in the Plan Supplement are integral to, part of, and incorporated by
reference into the Plan. No other or further notice is or will be required with respect to the Plan
Supplement. Subject to the terms of the Plan and the Lock-Up Agreement, and only consistent
therewith, the Debtors reserve the right to alter, amend, update, or modify the Plan Supplement
and any of the documents contained therein or related thereto, in accordance with the Plan, on or
before the Effective Date.
I. Modifications to the Plan.
10. Pursuant to section 1127 of the Bankruptcy Code, the modifications to the
Plan described or set forth in this Combined Order constitute technical or clarifying changes,
changes with respect to particular Claims by agreement with holders of such Claims, or
modifications that do not otherwise materially and adversely affect or change the treatment of any
other Claim or Interest under the Plan. These modifications are consistent with the disclosures
previously made pursuant to the Disclosure Statement and Solicitation Materials, and notice of
these modifications was adequate and appropriate under the facts and circumstances of the Chapter
11 Cases. In accordance with Bankruptcy Rule 3019, these modifications do not require additional
disclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section
1126 of the Bankruptcy Code, and they do not require that holders of Claims or Interests be
afforded an opportunity to change previously cast acceptances or rejections of the Plan.
Accordingly, the Plan is properly before this Court and all votes cast with respect to the Plan prior
to such modification shall be binding and shall apply with respect to the Plan.
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J. Objections Overruled.
11. Any resolution or disposition of objections to Confirmation explained or
otherwise ruled upon by the Court on the record at the Confirmation Hearing is hereby
incorporated by reference. All unresolved objections, statements, joinders, informal objections,
and reservations of rights are hereby overruled on the merits.
K. Burden of Proof.
12. The Debtors, as proponents of the Plan, have met their burden of proving
the elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of the
evidence, the applicable evidentiary standard for Confirmation. Further, the Debtors have proven
the elements of sections 1129(a) and 1129(b) by clear and convincing evidence. Each witness who
testified on behalf of the Debtors in connection with the Confirmation Hearing was credible,
reliable, and qualified to testify as to the topics addressed in his testimony.
L. Compliance with the Requirements of Section 1129 of the Bankruptcy
Code.
13. The Plan complies with all applicable provisions of section 1129 of the
Bankruptcy Code as follows:
a. Section 1129(a)(1) – Compliance of the Plan with Applicable Provisions of the
Bankruptcy Code.
14. The Plan complies with all applicable provisions of the Bankruptcy Code,
including sections 1122 and 1123, as required by section 1129(a)(1) of the Bankruptcy Code.
i. Section 1122 and 1123(a)(1) – Proper Classification.
15. The classification of Claims and Interests under the Plan is proper under the
Bankruptcy Code. In accordance with sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,
Article III of the Plan provides for the separate classification of Claims and Interests at each Debtor
into Classes, based on differences in the legal nature or priority of such Claims and Interests (other
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than Administrative Claims, Professional Fee Claims, and Priority Tax Claims, which are
addressed in Article II of the Plan and Unimpaired, and are not required to be designated as
separate Classes in accordance with section 1123(a)(1) of the Bankruptcy Code). Valid business,
factual, and legal reasons exist for the separate classification of the various Classes of Claims and
Interests created under the Plan, the classifications were not implemented for any improper
purpose, and the creation of such Classes does not unfairly discriminate between or among holders
of Claims or Interests.
16. In accordance with section 1122(a) of the Bankruptcy Code, each Class of
Claims or Interests contains only Claims or Interests substantially similar to the other Claims or
Interests within that Class. Accordingly, the Plan satisfies the requirements of sections 1122(a),
1122(b), and 1123(a)(1) of the Bankruptcy Code
ii. Section 1123(a)(2) – Specifications of Unimpaired Classes.
17. Article III of the Plan specifies that Claims and Interests in the classes
deemed to accept the Plan are Unimpaired under the Plan. Holders of Intercompany Claims and
Intercompany Interests are either Unimpaired and conclusively presumed to have accepted the
Plan, or are Impaired and deemed to reject (the “Deemed Rejecting Classes”) the Plan, and, in
either event, are not entitled to vote to accept or reject the Plan. In addition, Article II of the Plan
specifies that Administrative Claims and Priority Tax Claims are Unimpaired, although the Plan
does not classify these Claims. Accordingly, the Plan satisfies the requirements of section
1123(a)(2) of the Bankruptcy Code.
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iii. Section 1123(a)(3) – Specification of Treatment of Voting Classes
18. Article III.B of the Plan specifies the treatment of each Voting Class under
the Plan – namely, Class 3 and Class 5. Accordingly, the Plan satisfies the requirements of section
1123(a)(3) of the Bankruptcy Code.
iv. Section 1123(a)(4) – No Discrimination.
19. Article III of the Plan provides the same treatment to each Claim or Interest
in any particular Class, as the case may be, unless the holder of a particular Claim or Interest has
agreed to a less favorable treatment with respect to such Claim or Interest. Accordingly, the Plan
satisfies the requirements of section 1123(a)(4) of the Bankruptcy Code.
v. Section 1123(a)(5) – Adequate Means for Plan Implementation.
20. The Plan and the various documents included in the Plan Supplement
provide adequate and proper means for the Plan’s execution and implementation, including: (a)
the general settlement of Claims and Interests; (b) the restructuring of the Debtors’ balance sheet
and other financial transactions provided for by the Plan; (c) the consummation of the transactions
contemplated by the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed and
the Agreed Steps Plan and other documents Filed as part of the Plan Supplement; (d) the issuance
of Exchange Notes, the New Money Notes, and the Noteholder Ordinary Shares pursuant to the
Plan; (e) the amendment of the Intercreditor Agreement; (f) the amendment of the Facility
Agreement; (g) the amendment of the Senior Secured Term Loan Agreement; (h) the
consummation of the Rights Offering in accordance with the Plan, Rights Offering Documents
and the Lock-Up Agreement; (i) the granting of all Liens and security interests granted or
confirmed (as applicable) pursuant to, or in connection with, the Facility Agreement, the Exchange
Notes Indenture, the New Money Notes Indenture, the amended Intercreditor Agreement and the
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Senior Secured Term Loan Agreement pursuant to the New Security Documents (including any
Liens and security interests granted or confirmed (as applicable) on the Reorganized Debtors’
assets); (j) the vesting of the assets of the Debtors’ Estates in the Reorganized Debtors; (k) the
consummation of the corporate reorganization contemplated by the Plan, the Lock-Up Agreement,
the Agreed Steps Plan and the Master Reorganization Agreement (as defined in the Restructuring
Implementation Deed); and (l) the execution, delivery, filing, or recording of all contracts,
instruments, releases, and other agreements or documents in furtherance of the Plan. Accordingly,
the Plan satisfies the requirements of section 1123(a)(5) of the Bankruptcy Code
vi. Section 1123(a)(6) – Non-Voting Equity Securities.
21. The Company’s organizational documents in accordance with the Swedish
Companies Act, Ch. 4, Sec 5 and the Plan prohibit the issuance of non-voting securities as of the
Effective Date to the extent required to comply with section 1123(a)(6) of the Bankruptcy Code.
Accordingly, the Plan satisfies the requirements of section 1123(a)(6) of the Bankruptcy Code.
vii. Section 1123(a)(7) – Directors, Officers, and Trustees.
22. The manner of selection of any officer, director, or trustee (or any successor
to and such officer, director, or trustee) of the Reorganized Debtors will be determined in
accordance with the existing organizational documents, which is consistent with the interests of
creditors and equity holders and with public policy. Accordingly, the Plan satisfies the
requirements of section 1123(a)(7) of the Bankruptcy Code.
b. Section 1123(b) – Discretionary Contents of the Plan
23. The Plan contains various provisions that may be construed as discretionary
but not necessary for Confirmation under the Bankruptcy Code. Any such discretionary provision
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complies with section 1123(b) of the Bankruptcy Code and is not inconsistent with the applicable
provisions of the Bankruptcy Code. Thus, the Plan satisfies section 1123(b).
i. Section 1123(b)(1) – Impairment/Unimpairment of Any Class of Claims or
Interests
24. Article III of the Plan impairs or leaves unimpaired, as the case may be,
each Class of Claims or Interests, as contemplated by section 1123(b)(1) of the Bankruptcy Code.
ii. Section 1123(b)(2) – Assumption and Rejection of Executory Contracts and
Unexpired Leases
25. Article V of the Plan provides for the assumption of the Debtors’ Executory
Contracts and Unexpired Leases as of the Effective Date unless such Executory Contract or
Unexpired Lease: (a) is identified on the Rejected Executory Contract and Unexpired Lease List;
(b) has been previously rejected by a Final Order; (c) is the subject of a motion to reject Executory
Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) is subject to a
motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested
effective date of such rejection is after the Effective Date. Thus, the Plan satisfies section
1123(b)(2).
iii. Compromise and Settlement
26. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code and
Bankruptcy Rule 9019, and in consideration for the distributions and other benefits provided under
the Plan, the provisions of the Plan constitute a good-faith compromise of all Claims, Interests,
and controversies relating to the contractual, legal, and subordination rights that all holders of
Claims or Interests may have with respect to any Allowed Claim or Interest or any distribution to
be made on account of such Allowed Claim or Interest. Such compromise and settlement is the
product of extensive arm’s-length, good faith negotiations that, in addition to the Plan, resulted in
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the execution of the Lock-Up Agreement, which represents a fair and reasonable compromise of
all Claims, Interests, and controversies and entry into which represented a sound exercise of the
Debtors’ business judgment. Such compromise and settlement is fair, equitable, and reasonable
and in the best interests of the Debtors and their Estates.
27. The releases of the Debtors’ directors and officers are an integral component
of the settlements and compromises embodied in the Plan. The Debtors’ directors and officers: (a)
made a substantial and valuable contribution to the Debtors’ restructuring, including extensive preand
post-Petition Date negotiations with stakeholder groups, and ensured the uninterrupted
operation of the Debtors’ businesses during the Chapter 11 Cases; (b) invested significant time
and effort to make the restructuring a success and maximize the value of the Debtors’ businesses
in a challenging operating environment; (c) attended and, in certain instances, testified at
depositions and Court hearings; (d) attended and participated in numerous stakeholder meetings,
management meetings, and board meetings related to the restructuring; (e) are entitled to
indemnification from the Debtors under applicable non-bankruptcy law, organizational
documents, and agreements; (f) invested significant time and effort in the preparation of the Lock-
Up Agreement, the Plan, Disclosure Statement, all supporting analyses, and the numerous other
pleadings Filed in the Chapter 11 Cases, thereby ensuring the smooth administration of the Chapter
11 Cases; and (g) are entitled to all other benefits under any employment contracts existing as of
the Petition Date. Litigation by the Debtors or other Releasing Parties against the Debtors’
directors and officers would be a distraction to the Debtors’ business and restructuring and would
decrease rather than increase the value of the estates. The releases of the Debtors’ directors and
officers contained in the Plan have the consent of the Debtors and the Releasing Parties and are in
the best interests of the estates.
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iv. Debtor Release
28. The releases of claims and Causes of Action by the Debtors, Reorganized
Debtors, and their Estates described in Article VIII.C of the Plan in accordance with section
1123(b) of the Bankruptcy Code (the “Debtor Release”) represent a valid exercise of the Debtors’
business judgment under Bankruptcy Rule 9019. The Debtors’ or the Reorganized Debtors’ pursuit
of any such claims against the Released Parties is not in the best interests of the Estates’ various
constituencies because the costs involved would outweigh any potential benefit from pursuing
such claims. The Debtor Release is fair and equitable and complies with the absolute priority rule.
29. The Debtor Release is (a) an integral part of the Plan, and a component of
the comprehensive settlement implemented under the Plan; (b) in exchange for the good and
valuable consideration provided by the Released Parties; (c) a good faith settlement and
compromise of the claims and Causes of Action released by the Debtor Release; (d) materially
beneficial to, and in the best interests of, the Debtors, their Estates, and their stakeholders, and is
important to the overall objectives of the Plan to finally resolve certain Claims among or against
certain parties in interest in the Chapter 11 Cases; (e) fair, equitable, and reasonable; (f) given and
made after due notice and opportunity for hearing; and (g) a bar to any Debtor asserting any claim
or Cause of Action released by the Debtor Release against any of the Released Parties. The
probability of success in litigation with respect to the released claims and Causes of Action, when
weighed against the costs, supports the Debtor Release. With respect to each of these potential
Causes of Action, the parties could assert colorable defenses and the probability of success is
uncertain. The Debtors’ or the Reorganized Debtors’ pursuit of any such claims or Causes of
Action against the Released Parties is not in the best interests of the Estates or the Debtors’ various
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constituencies because the costs involved would likely outweigh any potential benefit from
pursuing such claims or Causes of Action
30. Holders of Claims and Interests entitled to vote have overwhelmingly voted
in favor of the Plan, including the Debtor Release. The Plan, including the Debtor Release, was
negotiated before and after the Petition Date by sophisticated parties represented by able counsel
and advisors, including the Consenting Creditors. The Debtor Release is therefore the result of a
hard fought and arm’s-length negotiation process conducted in good faith.
31. The Debtor Release appropriately offers protection to parties that
participated in the Debtors’ restructuring process, including the Consenting Creditors, whose
participation in the Chapter 11 Cases is critical to the Debtors’ successful emergence from
bankruptcy. Specifically, the Released Parties, including the Consenting Creditors, made
significant concessions and contributions to the Chapter 11 Cases, including, entering into the
Lock-Up Agreement and related agreements, supporting the Plan and the Chapter 11 Cases, and
waiving or agreeing to impair substantial rights and Claims against the Debtors under the Plan (as
part of the compromises composing the settlement underlying the revised Plan) in order to
facilitate a consensual reorganization and the Debtors’ emergence from chapter 11. The Debtor
Release for the Debtors’ directors and officers is appropriate because the Debtors’ directors and
officers share an identity of interest with the Debtors and, as previously stated, supported and made
substantial contributions to the success of the Plan, the Chapter 11 Cases, and operation of the
Debtors’ business during the Chapter 11 Cases, actively participated in meetings, negotiations, and
implementation during the Chapter 11 Cases, and have provided other valuable consideration to
the Debtors to facilitate the Debtors’ successful reorganization and continued operation.
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32. The scope of the Debtor Release is appropriately tailored under the facts
and circumstances of the Chapter 11 Cases. In light of, among other things, the value provided by
the Released Parties to the Debtors’ Estates and the critical nature of the Debtor Release to the
Plan, the Debtor Release is appropriate.
v. Release by Holders of Claims and Interests
33. The release by the Releasing Parties (the “Third-Party Release”), set forth
in Article VIII.D of the Plan, is an essential provision of the Plan. The Third-Party Release is: (a)
consensual as to those Releasing Parties that did not specifically and timely object or properly opt
out from the Third-Party Release; (b) within the jurisdiction of the Bankruptcy Court pursuant to
28 U.S.C. § 1334; (c) in exchange for the good and valuable consideration provided by the
Released Parties; (d) a good faith settlement and compromise of the claims and Causes of Action
released by the Third-Party Release; (e) materially beneficial to, and in the best interests of, the
Debtors, their Estates, and their stakeholders, and is important to the overall objectives of the Plan
to finally resolve certain Claims among or against certain parties in interest in the Chapter 11
Cases; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for
hearing; (h) appropriately narrow in scope given that it expressly excludes, among other things,
any Cause of Action that is judicially determined by a Final Order to have constituted actual fraud,
willful misconduct, or gross negligence; (i) a bar to any of the Releasing Parties asserting any
claim or Cause of Action released by the Third-Party Release against any of the Released Parties;
and (j) consistent with sections 105, 524, 1123, 1129, and 1141 and other applicable provisions of
the Bankruptcy Code.
34. The Third-Party Release is an integral part of the agreement embodied in
the Plan among the relevant parties in interest. Like the Debtor Release, the Third-Party Release
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facilitated participation in both the Debtors’ Plan and the chapter 11 process generally. The Third-
Party Release is instrumental to the Plan and was critical in incentivizing parties to support the
Plan and preventing significant and time-consuming litigation regarding the parties’ respective
rights and interests. The Third-Party Release was a core negotiation point in connection with the
Plan and instrumental in developing the Plan that maximized value for all of the Debtors’
stakeholders and kept the Debtors intact as a going concern. As such, the Third-Party Release
appropriately offers certain protections to parties who constructively participated in the Debtors’
restructuring process—including the Consenting Creditors (as set forth above)—by, among other
things, facilitating the negotiation and consummation of the Plan, supporting the Plan and, in the
case of the Backstop Providers, committing to provide new capital to facilitate the Debtors’
emergence from chapter 11. Specifically, the Notes Ad Hoc Group proposed and negotiated the
pari passu transaction that is the basis of the restructuring proposed under the Plan and provided
a much-needed deleveraging to the Debtors’ business while taking a discount on their Claims (in
exchange for other consideration).
35. Furthermore, the Third-Party Release is consensual as to all parties in
interest, including all Releasing Parties, and such parties in interest were provided notice of the
chapter 11 proceedings, the Plan, the deadline to object to confirmation of the Plan, and the
Combined Hearing and were properly informed that all holders of Claims against or Interests in
the Debtors that did not file an objection with the Court in the Chapter 11 Cases that included an
express objection to the inclusion of such holder as a Releasing Party under the provisions
contained in Article VIII of the Plan would be deemed to have expressly, unconditionally,
generally, individually, and collectively consented to the release and discharge of all claims and
Causes of Action against the Debtors and the Released Parties. Additionally, the release provisions
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of the Plan were conspicuous, emphasized with boldface type in the Plan, the Disclosure
Statement, the Ballots, and the applicable notices. Except as set forth in the Plan, all Releasing
Parties were properly informed that unless they (a) checked the “opt out” box on the applicable
Ballot or opt-out form and returned the same in advance of the Voting Deadline, as applicable, or
(b) timely Filed an objection to the releases contained in the Plan that was not resolved before
entry of this Confirmation Order, they would be deemed to have expressly consented to the release
of all Claims and Causes of Action against the Released Parties.
36. The Ballots sent to all holders of Claims and Interests entitled to vote, as
well as the notice of the Combined Hearing sent to all known parties in interest (including those
not entitled to vote on the Plan), unambiguously provided in bold letters that the Third-Party
Release was contained in the Plan.
37. The scope of the Third-Party Release is appropriately tailored under the
facts and circumstances of the Chapter 11 Cases, and parties in interest received due and adequate
notice of the Third-Party Release. Among other things, the Plan provides appropriate and specific
disclosure with respect to the claims and Causes of Action that are subject to the Third-Party
Release, and no other disclosure is necessary. The Debtors, as evidenced by the Voting
Declaration and Certificate of Publication, including by providing actual notice to all known
parties in interest, including all known holders of Claims against, and Interests in, any Debtor and
publishing notice in international and national publications for the benefit of unknown parties in
interest, provided sufficient notice of the Third-Party Release, and no further or other notice is
necessary. The Third-Party Release is designed to provide finality for the Debtors, the
Reorganized Debtors and the Released Parties regarding the parties’ respective obligations under
the Plan. For the avoidance of doubt, and notwithstanding anything to the contrary, any
party who timely opted-out of the Third-Party Release is not bound by the Third-Party
Release.
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38. The Third-Party Release is specific in language, integral to the Plan, and
given for substantial consideration. The Releasing Parties were given due and adequate notice of
the Third-Party Release, and thus the Third-Party Release is consensual under controlling
precedent as to those Releasing Parties that did not specifically and timely object. In light of,
among other things, the value provided by the Released Parties to the Debtors’ Estates and the
consensual and critical nature of the Third-Party Release to the Plan, the Third-Party Release is
appropriate
vi. Exculpation.
39. The exculpation described in Article VIII.E of the Plan (the “Exculpation”)
is appropriate under applicable law, including In re Highland Capital Mgmt., L.P., 48 F. 4th 419
(5th Cir. 2022), because it was supported by proper evidence, proposed in good faith, was
formulated following extensive good-faith, arm’s-length negotiations with key constituents, and is
appropriately limited in scope.
40. No Entity or Person may commence or continue any action, employ any
process, or take any other act to pursue, collect, recover or offset any Claim, Interest, debt,
obligation, or Cause of Action relating or reasonably likely to relate to any act or commission in
connection with, relating to, or arising out of a Covered Matter (including one that alleges the
actual fraud, gross negligence, or willful misconduct of a Covered Entity), unless expressly
authorized by the Bankruptcy Court after (1) it determines, after a notice and a hearing, such Claim,
Interest, debt, obligation, or Cause of Action is colorable and (2) it specifically authorizes such
Entity or Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have sole
and exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or Cause
of Action is colorable and, only to the extent legally permissible and as provided for in Article XI,
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shall have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation, or
Cause of Action.
vii. Injunction.
41. The injunction provisions set forth in Article VIII.F of the Plan are essential
to the Plan and are necessary to implement the Plan and to preserve and enforce the discharge,
Debtor Release, the Third-Party Release, and the Exculpation provisions in Article VIII of the
Plan. The injunction provisions are appropriately tailored to achieve those purposes.
viii. Preservation of Claims and Causes of Action.
42. Article IV.L of the Plan appropriately provides for the preservation by the
Debtors of certain Causes of Action in accordance with section 1123(b) of the Bankruptcy Code.
Causes of Action not released by the Debtors or exculpated under the Plan will be retained by the
Reorganized Debtors as provided by the Plan. The Plan is sufficiently specific with respect to the
Causes of Action to be retained by the Debtors, and the Plan and Plan Supplement provide
meaningful disclosure with respect to the potential Causes of Action that the Debtors may retain,
and all parties in interest received adequate notice with respect to such retained Causes of Action.
The provisions regarding Causes of Action in the Plan are appropriate and in the best interests of
the Debtors, their respective Estates, and holders of Claims or Interests. For the avoidance of any
doubt, Causes of Action released or exculpated under the Plan will not be retained by the
Reorganized Debtors.
c. Section 1123(d) – Cure of Defaults
43. Article V.D of the Plan provides for the satisfaction of Cure Claims
associated with each Executory Contract and Unexpired Lease to be assumed in accordance with
section 365(b)(1) of the Bankruptcy Code. Any monetary defaults under each assumed Executory
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Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy
Code, by payment of the default amount in Cash on the Effective Date, subject to the limitations
described in Article V.D of the Plan, or on such other terms as the parties to such Executory
Contracts or Unexpired Leases may otherwise agree. Any Disputed Cure Amounts will be
determined in accordance with the procedures set forth in Article V.D of the Plan, and applicable
bankruptcy and nonbankruptcy law. As such, the Plan provides that the Debtors will Cure, or
provide adequate assurance that the Debtors will promptly Cure, defaults with respect to assumed
Executory Contracts and Unexpired Leases in accordance with section 365(b)(1) of the
Bankruptcy Code. Thus, the Plan complies with section 1123(d) of the Bankruptcy Code.
d. Section 1129(a)(2) – Compliance of the Debtors and Others with the Applicable
Provisions of the Bankruptcy Code.
44. The Debtors, as proponents of the Plan, have complied with all applicable
provisions of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code,
including sections 1122, 1123, 1124, 1125, 1126, and 1128, and Bankruptcy Rules 3017, 3018,
and 3019.
e. Section 1129(a)(3) – Proposal of Plan in Good Faith.
45. The Debtors have proposed the Plan in good faith, in accordance with the
Bankruptcy Code requirements, and not by any means forbidden by law. In determining that the
Plan has been proposed in good faith, the Court has examined the totality of the circumstances
filing of the Chapter 11 Cases, including the formation of Intrum AB of Texas LLC (“Intrum
Texas”), the Plan itself, and the process leading to its formulation. The Debtors’ good faith is
evident from the facts and record of the Chapter 11 Cases, the Disclosure Statement, and the record
of the Combined Hearing and other proceedings held in the Chapter 11 Cases
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46. The Plan (including the Plan Supplement and all other documents necessary
to effectuate the Plan) is the product of good faith, arm’s-length negotiations by and among the
Debtors, the Debtors’ directors and officers and the Debtors’ key stakeholders, including the
Consenting Creditors and each of their respective professionals. The Plan itself and the process
leading to its formulation provide independent evidence of the Debtors’ and such other parties’
good faith, serve the public interest, and assure fair treatment of holders of Claims or Interests.
Consistent with the overriding purpose of chapter 11, the Debtors Filed the Chapter 11 Cases with
the belief that the Debtors were in need of reorganization and the Plan was negotiated and proposed
with the intention of accomplishing a successful reorganization and maximizing stakeholder value,
and for no ulterior purpose. Accordingly, the requirements of section 1129(a)(3) of the Bankruptcy
Code are satisfied.
f. Section 1129(a)(4) – Court Approval of Certain Payments as Reasonable.
47. Any payment made or to be made by the Debtors, or by a person issuing
securities or acquiring property under the Plan, for services or costs and expenses in connection
with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases,
has been approved by, or is subject to the approval of, the Court as reasonable. Accordingly, the
Plan satisfies the requirements of section 1129(a)(4).
g. Section 1129(a)(5)—Disclosure of Directors and Officers and Consistency with the
Interests of Creditors and Public Policy.
48. The identities of or process for appointment of the Reorganized Debtors’
directors and officers proposed to serve after the Effective Date were disclosed in the Plan
Supplement in advance of the Combined Hearing. Accordingly, the Debtors have satisfied the
requirements of section 1129(a)(5) of the Bankruptcy Code.
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h. Section 1129(a)(6)—Rate Changes.
49. The Plan does not contain any rate changes subject to the jurisdiction of any
governmental regulatory commission and therefore will not require governmental regulatory
approval. Therefore, section 1129(a)(6) of the Bankruptcy Code does not apply to the Plan.
i. Section 1129(a)(7)—Best Interests of Holders of Claims and Interests.
50. The liquidation analysis attached as Exhibit D to the Disclosure Statement
and the other evidence in support of the Plan that was proffered or adduced at the Combined
Hearing, and the facts and circumstances of the Chapter 11 Cases are (a) reasonable, persuasive,
credible, and accurate as of the dates such analysis or evidence was prepared, presented or
proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c) have not been
controverted by other evidence; and (d) establish that each holder of Allowed Claims or Interests
in each Class will recover as much or more value under the Plan on account of such Claim or
Interest, as of the Effective Date, than the amount such holder would receive if the Debtors were
liquidated on the Effective Date under chapter 7 of the Bankruptcy Code or has accepted the Plan.
As a result, the Debtors have demonstrated that the Plan is in the best interests of their creditors
and equity holders and the requirements of section 1129(a)(7) of the Bankruptcy Code are satisfied.
j. Section 1129(a)(8)—Conclusive Presumption of Acceptance by Unimpaired
Classes; Acceptance of the Plan by Certain Voting Classes.
51. The classes deemed to accept the Plan are Unimpaired under the Plan and
are deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Each
Voting Class voted to accept the Plan. For the avoidance of doubt, however, even if section
1129(a)(8) has not been satisfied with respect to all of the Debtors, the Plan is confirmable because
the Plan does not discriminate unfairly and is fair and equitable with respect to the Voting Classes
and thus satisfies section 1129(b) of the Bankruptcy Code with respect to such Classes as described
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further below. As a result, the requirements of section 1129(b) of the Bankruptcy Code are also
satisfied.
k. Section 1129(a)(9)—Treatment of Claims Entitled to Priority Pursuant to Section
507(a) of the Bankruptcy Code.
52. The treatment of Administrative Claims, Professional Fee Claims, and
Priority Tax Claims under Article II of the Plan satisfies the requirements of, and complies in all
respects with, section 1129(a)(9) of the Bankruptcy Code.
l. Section 1129(a)(10)—Acceptance by at Least One Voting Class.
53. As set forth in the Voting Declaration, all Voting Classes overwhelmingly
voted to accept the Plan. As such, there is at least one Voting Class that has accepted the Plan,
determined without including any acceptance of the Plan by any insider (as defined by the
Bankruptcy Code), for each Debtor. Accordingly, the requirements of section 1129(a)(10) of the
Bankruptcy Code are satisfied.
m. Section 1129(a)(11)—Feasibility of the Plan.
54. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. The
financial projections attached to the Disclosure Statement as Exhibit D and the other evidence
supporting the Plan proffered or adduced by the Debtors at or before the Combined Hearing: (a)
is reasonable, persuasive, credible, and accurate as of the dates such evidence was prepared,
presented, or proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c)
has not been controverted by other persuasive evidence; (d) establishes that the Plan is feasible
and Confirmation of the Plan is not likely to be followed by liquidation or the need for further
financial reorganization; (e) establishes that the Debtors will have sufficient funds available to
meet their obligations under the Plan and in the ordinary course of business—including sufficient
amounts of Cash to reasonably ensure payment of Allowed Claims that will receive Cash
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distributions pursuant to the terms of the Plan and other Cash payments required under the Plan;
and (f) establishes that the Debtors or the Reorganized Debtors, as applicable, will have the
financial wherewithal to pay any Claims that accrue, become payable, or are allowed by Final
Order following the Effective Date. Accordingly, the Plan satisfies the requirements of section
1129(a)(11) of the Bankruptcy Code.
n. Section 1129(a)(12)—Payment of Statutory Fees.
55. Article XII.C of the Plan provides that all fees payable pursuant to section
1930(a) of the Judicial Code, as determined by the Court at the Confirmation Hearing in
accordance with section 1128 of the Bankruptcy Code, will be paid by each of the applicable
Reorganized Debtors for each quarter (including any fraction of a quarter) until the Chapter 11
Cases are converted, dismissed, or closed, whichever occurs first. Accordingly, the Plan satisfies
the requirements of section 1129(a)(12) of the Bankruptcy Code.
o. Section 1129(a)(13)—Retiree Benefits.
56. Pursuant to section 1129(a)(13) of the Bankruptcy Code, and as provided in
Article IV.K of the Plan, the Reorganized Debtors will continue to pay all obligations on account
of retiree benefits (as such term is used in section 1114 of the Bankruptcy Code) on and after the
Effective Date in accordance with applicable law. As a result, the requirements of section
1129(a)(13) of the Bankruptcy Code are satisfied.
p. Sections 1129(a)(14), (15), and (16)—Domestic Support Obligations, Individuals,
and Nonprofit Corporations.
57. The Debtors do not owe any domestic support obligations, are not
individuals, and are not nonprofit corporations. Therefore, sections 1129(a)(14), 1129(a)(15), and
1129(a)(16) of the Bankruptcy Code do not apply to the Chapter 11 Cases.
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q. Section 1129(b)—Confirmation of the Plan Over Nonacceptance of Voting
Classes.
58. No Classes rejected the Plan, and section 1129(b) is not applicable here,
but even if it were, the Plan may be confirmed pursuant to section 1129(b)(1) of the Bankruptcy
Code because the Plan is fair and equitable with respect to the Deemed Rejecting Classes. The
Plan has been proposed in good faith, is reasonable, and meets the requirements and all Voting
Classes have voted to accept the Plan. The treatment of Intercompany Claims and Intercompany
Interests under the Plan provides for administrative convenience does not constitute a distribution
under the Plan on account of such Interests, and therefore such treatment complies with the
requirement of section 1129(b)(2)(B)(ii) of the Bankruptcy Code. Accordingly, the Plan is fair and
equitable to all Holders of Claims and Interests in the Deemed Rejecting Classes. The Plan satisfies
the requirements of section 1129(b) of the Bankruptcy Code. Thus, the Plan may be confirmed
even though section 1129(a)(8) of the Bankruptcy Code is not satisfied.
r. Section 1129(c)—Only One Plan.
59. Other than the Plan (including previous versions thereof), no other plan has
been Filed in the Chapter 11 Cases. Accordingly, the requirements of section 1129(c) of the
Bankruptcy Code are satisfied.
s. Section 1129(d)—Principal Purpose of the Plan Is Not Avoidance of Taxes or
Section 5 of the Securities Act.
60. No Governmental Unit has requested that the Court refuse to confirm the
Plan on the grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance
of the application of section 5 of the Securities Act. As evidenced by its terms, the principal
purpose of the Plan is not such avoidance. Accordingly, the requirements of section 1129(d) of the
Bankruptcy Code have been satisfied.
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t. Section 1129(e)—Not Small Business Cases.
61. The Chapter 11 Cases are not small business cases, and accordingly, section
1129(e) of the Bankruptcy Code does not apply to the Chapter 11 Cases.
u. Satisfaction of Confirmation Requirements.
62. Based upon the foregoing and all other pleadings and evidence proffered or
adduced at or prior to the Combined Hearing, the Plan and the Debtors, as applicable, satisfy all
the requirements for plan confirmation set forth in section 1129 of the Bankruptcy Code.
v. Good Faith.
63. The Debtors and their respective directors, officers, management, counsel,
advisors, and other agents proposed the Plan in good faith, with the legitimate and honest purpose
of maximizing the value of the Debtors’ Estates for the benefit of their stakeholders. The Plan
accomplishes this goal. Accordingly, the Debtors or the Reorganized Debtors, as appropriate, and
their respective officers, directors, and advisors have been, are, and will continue to act in good
faith if they proceed to: (a) consummate the Plan, the Restructuring Transactions, and the
agreements, settlements, transactions, and transfers contemplated thereby; and (b) take the actions
authorized and directed or contemplated by this Combined Order. Therefore, the Plan has been
proposed in good faith to achieve a result consistent with the objectives and purposes of the
Bankruptcy Code.
w. Conditions to Effective Date.
64. The Plan shall not become effective unless and until the conditions set forth
in Article IX.A of the Plan have been satisfied or waived pursuant to Article IX.B of the Plan.
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x. Implementation.
65. All documents and agreements necessary to implement the Plan and the
transactions contemplated by the Plan, including those contained or summarized in the Plan
Supplement, the Definitive Documents, the Agreed Steps Plan and the Restructuring
Implementation Deed and related forms and documentation, have been negotiated in good faith
and at arm’s length, are in the best interests of the Debtors and their Estates, and shall, upon
completion of documentation and execution, be valid, binding, and enforceable documents and
agreements not in conflict with any federal, state, or local law. Subject to the terms of the Plan and
Definitive Documents, the Debtors are authorized to take any action reasonably necessary or
appropriate to consummate such agreements and the transactions contemplated thereby.
y. Vesting of Assets.
66. Subject to the terms of the Plan, the Definitive Documentation, or any
agreement, instrument, or other document incorporated in the Plan, on the Effective Date, all
property in each Estate, all Causes of Action, and any property acquired by any of the Debtors
pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens,
Claims, charges, or other encumbrances. On and after the Effective Date, except as otherwise
provided in the Plan or Definitive Documents, each Reorganized Debtor may operate its business
and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or
Causes of Action without supervision or approval by the Court and free of any restrictions of the
Bankruptcy Code or Bankruptcy Rules.
z. Treatment of Executory Contracts and Unexpired Leases.
67. Pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code, upon the
occurrence of the Effective Date, the Plan provides for the assumption or rejection of certain
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Executory Contracts and Unexpired Leases, including the assumption of the Lock-Up Agreement.
The Debtors’ determinations regarding the assumption or rejection of Executory Contracts and
Unexpired Leases are based on and within the sound business judgment of the Debtors, are
necessary to the implementation of the Plan and are in the best interests of the Debtors, their
Estates, holders of Claims or Interests and other parties in interest in the Chapter 11 Cases.
II. Order
BASED ON THE FOREGOING FINDINGS OF FACT AND CONCLUSIONS OF
LAW, IT IS THEREFORE ORDERED, ADJUDGED AND DECREED THAT:
A. Final Approval of the Disclosure Statement.
68. The Disclosure Statement is approved as having adequate information as
contemplated by section 1125(a)(1) of the Bankruptcy Code. All objections, statements, joinders,
information objections or reservations of rights in respect of the Disclosure Statement, if any, that
have not been withdrawn, waived, settled, or otherwise resolved before the Combined Hearing are
overruled.
B. Confirmation of the Plan
69. The Plan attached to this Combined Order as Exhibit A satisfies or complies
with all applicable provisions of sections 1122, 1123, 1125, 1126, and 1129 of the Bankruptcy
Code and is confirmed pursuant to section 1129 of the Bankruptcy Code. The terms of the Plan,
including the Plan Supplement, are incorporated by reference into, and are an integral part of, this
Combined Order.
70. The Combined Order approves the Plan Supplement, including the
documents contained therein, as they may be amended through and including the Effective Date
in accordance with and as permitted by the Plan and/or the Lock-Up Agreement, including, but
not limited to, any consent or approval rights set forth therein.
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71. Notwithstanding anything in this Combined Order or the Plan, nothing in
this Combined Order or the Plan shall affect parties' rights to terminate the Restructuring
Documents in accordance with their terms, without further notice to or order of the Bankruptcy
Court. The Debtors and the Reorganized Debtors (as applicable) are authorized to take all actions
required at any time, appropriate or desirable to enter into, implement, and consummate the
contracts, instruments, releases, agreements, or other documents created or executed in connection
with the Plan, the Restructuring Transactions, including those contained in the Plan Supplement,
and all other relevant and necessary or desirable documents, including but not limited to the
Definitive Documents, the Lock-Up Agreement, the Facility Agreement Amendments Documents,
the Amended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documents,
the New Money Documents, the New Security Documents, the Rights Offering Documents, and
the Restructuring Implementation Deed without the need for any approvals, authorization, or
consents, except for those expressly required pursuant to the Plan and applicable Swedish Law,
including, for the avoidance of doubt, with respect to the Swedish Reorganisation Plan
Confirmation.
72. Upon the Confirmation Date, the Debtors are authorized to fully implement
the Restructuring in Sweden pursuant to the Swedish Company Reorganisation Process, subject to
any conditions provided for in the Swedish Reorganisation Plan and any orders or resolutions of
the Swedish Court without the need for any further order of this Court or further action by holders
of Claims or Interests. Intrum AB is authorized to act (i) as a representative of the Debtors’ estates
in any judicial or other proceeding outside the U.S., including the Swedish Company
Reorganisation Process, in any way permitted by applicable non-U.S. Law in connection with such
proceeding.
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C. Binding Effect
73. The terms of the Plan and the Restructuring Transactions (and any
documents related or ancillary thereto, including, for the avoidance of doubt, the documents and
instruments contained in the Plan Supplement) shall be immediately effective and enforceable and
not subject to avoidance or other challenge, legal or otherwise, and deemed binding on the Debtors,
the Reorganized Debtors, any and all holders of Claims or Interests (irrespective of whether
holders of such Claims or Interests have, or are deemed to have, accepted the Plan and whether
such claims are known or unknown, including, but not limited to all contract counterparties,
borrowers, and leaseholders), any trustees, examiners, administrators, responsible officers, estate
representatives, or similar entities for the Debtors, if any, subsequently appointed in any of the
Chapter 11 Cases or upon a conversion to chapter 7 under the Bankruptcy Code of any of the
Chapter 11 Cases, all Entities that are parties to or subject to the settlements, compromises,
releases, discharges, and injunctions contained in the Plan, each Entity acquiring property under
the Plan, any and all non-Debtor parties to Executory Contracts and Unexpired Leases, and each
of their respective affiliates, successors, and assigns, as of the Effective Date. Subject to the terms
of the Plan, the Debtors reserve the right to alter, amend, update, or modify the applicable
Definitive Documents prior to the Effective Date, subject to the applicable consent rights set forth
in the Plan and/or the Lock-Up Agreement.
D. Incorporation by Reference.
74. The terms and provisions of the Plan are incorporated by reference and are
an integral part of this Combined Order. The terms of the Plan, the Plan Supplement, all exhibits
thereto, this Combined Order, and all other relevant and necessary documents shall, on and after
the Effective Date, be binding in all respects upon, and shall inure to the benefit of, the Debtors,
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their Estates and their creditors, and their respective successors and assigns, non-debtor affiliates,
any affected third parties, all Holders of equity interests in the Debtors, all Holders of any Claims,
whether known or unknown, against the Debtors, including, but not limited to all contract
counterparties, leaseholders, governmental units, and any trustees, examiners, administrators,
responsible officers, estate representatives, or similar Entities for the Debtors, if any, subsequently
appointed in any of the Chapter 11 Cases or upon a conversion to chapter 7 under the Bankruptcy
Code of any of the Chapter 11 Cases, and each of their respective affiliates, successors, and assigns.
E. Objections
75. All objections to, statements, joinders, informal objections or reservations
of rights in respect of the Plan that have not been withdrawn, waived, settled, or otherwise resolved
before the Combined Hearing are overruled on the merits and denied.
F. Governmental Approvals Not Required.
76. This Combined Order shall constitute all approvals and consents that are or
may be required by the laws, rules, or regulations of any state or any other governmental authority
with respect to the dissemination, implementation and consummation of the Plan, the other
Definitive Documents and any other act referred to in, or contemplated by, the Plan or other
Definitive Documents or that may be necessary or appropriate for the implementation or
consummation of the Plan or the other Plan Documents (subject to the applicable consent rights
set forth in the Lock-Up Agreement).
G. The Releases, Injunction, Exculpation, and Related Provisions Under the Plan.
77. All release, exculpation, and discharge provisions embodied in the Plan,
including those contained in Article VIII.A-E of the Plan are hereby approved in their entirety and
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shall be effective and binding on all Persons and Entities, to the extent provided in the Plan, without
further order or action by this Bankruptcy Court.
a. Injunction. The following injunction provision contained in Article VIII.F
of the Plan is hereby incorporated by reference and approved in its entirety:
78. Upon entry of the Combined Order, all Persons and Entities shall be
enjoined from taking any actions to interfere with the implementation or consummation of
this Plan or the vesting of the Estates’ assets in, and the enjoyment of such assets by, the
Reorganized Debtors pursuant to this Plan.
79. Except as otherwise specifically provided in the Plan or for obligations
issued or required to be paid pursuant to the Plan or the Combined Order, all Entities who
have held, hold, or may hold claims or interests that have been released, discharged, or are
subject to exculpation are permanently enjoined, from and after the Effective Date, from
taking any of the following actions (collectively, the “Covered Matters”) against, as applicable,
the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties (the
“Covered Entities”): (a) commencing or continuing in any manner any action or other
proceeding of any kind on account of or in connection with or with respect to any such claims
or interests; (b) enforcing, attaching, collecting, or recovering by any manner or means any
judgment, award, decree, or order against such Entities on account of or in connection with
or with respect to any such claims or interests; (c) creating, perfecting, or enforcing any
encumbrance of any kind against such Entities or the property or the estates of such Entities
on account of or in connection with or with respect to any such claims or interests; (d)
asserting any right of setoff, subrogation, or recoupment of any kind against any obligation
due from such Entities or against the property of such Entities on account of or in connection
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with or with respect to any such claims or interests unless such Holder has Filed a motion
requesting the right to perform such setoff on or before the Effective Date, and
notwithstanding an indication of a claim or interest or otherwise that such Holder asserts,
has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and
(e) commencing or continuing in any manner any action or other proceeding of any kind on
account of or in connection with or with respect to any such claims or interests released or
settled pursuant to the Plan.
80. With respect to any Covered Entity, no Entity or Person may
commence or continue any action, employ any process, or take any other act to pursue,
collect, recover or offset any Claim, Interest, debt, obligation, or Cause of Action relating or
reasonably likely to relate to any act or commission in connection with, relating to, or arising
out of a Covered Matter (including one that alleges the actual fraud, gross negligence, or
willful misconduct of a Covered Entity), unless expressly authorized by the Bankruptcy
Court after (1) it determines, after a notice and a hearing, such Claim, Interest, debt,
obligation, or Cause of Action is colorable and (2) it specifically authorizes such Entity or
Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have sole and
exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or
Cause of Action is colorable and, only to the extent legally permissible and as provided for
in Article XI, shall have jurisdiction to adjudicate such underlying colorable Claim, Interest,
debt, obligation, or Cause of Action.
H. Preservation of Rights of Action.
81. Except as otherwise provided in the Plan or in any contract, instrument,
release or other agreement entered into or delivered in connection with the Plan, in accordance
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with section 1123(b)(3) of the Bankruptcy Code, the Reorganized Debtors shall have vested in
them as of the Effective Date, and the Reorganized Debtors shall retain and may enforce, any
claims, demands, rights, defenses and Causes of Action that the Debtors or the Estates may hold
against any Entity, other than any Cause of Action released by the Debtors pursuant to the releases
contained in the Plan. Each Reorganized Debtor or its successor may pursue such retained claims,
demands, rights, defenses or causes of action, as appropriate, and may settle such claims after the
Effective Date without notice to parties in interest or approval of this Court.
I. Post-Confirmation Notices, Professional Compensation, and Bar Dates
82. In accordance with Bankruptcy Rules 2002 and 3020(c), no later than seven
days after the Effective Date, the Reorganized Debtors must cause notice of Confirmation and
occurrence of the Effective Date (the “Notice of Confirmation”) to be served by United States
mail, first-class postage prepaid, by hand, or by overnight courier service to all parties served with
the Confirmation Hearing Notice. Mailing of the Notice of Confirmation in the time and manner
set forth in this paragraph will be good, adequate, and sufficient notice under the particular
circumstances and in accordance with the requirements of Bankruptcy Rules 2002 and 3020(c).
No further notice is necessary.
83. The Notice of Confirmation will have the effect of an order of the Court,
will constitute sufficient notice of the entry of this Combined Order to filing and recording officers,
and will be a recordable instrument notwithstanding any contrary provision of applicable nonbankruptcy
law.
84. All Professionals seeking approval by the Bankruptcy Court of
compensation for services rendered or reimbursement of expenses incurred through and including
the Effective Date under sections 327, 328, 330, 331, or 503(b)(2) of the Bankruptcy Code shall
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file, on or before the date that is forty-five (45) calendar days after the Effective Date, their
respective applications (collectively, the “Final Fee Applications”) for final allowances of
compensation for services rendered, and reimbursement of expenses incurred between the Petition
Date and the Effective Date. Any objection to any Final Fee Application must be Filed with this
Court no later than 4:00 p.m. (Central Time) on the date that is twenty-one (21) calendar days after
the filing of the applicable Final Fee Application.
85. Except as otherwise provided in the Plan, requests for payment of
Administrative Claims must be Filed no later than the Administrative Claims Bar Date. Holders
of Administrative Claims that are required to file and serve a request for such payment of such
Administrative Claims that do not file and serve such a request by the Administrative Claims Bar
Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims
against the Debtors, the Reorganized Debtors or their property, and such Administrative Claims
shall be deemed discharged as of the Effective Date without the need for any objection from the
Reorganized Debtors or any action by the Court.
J. Notice of Subsequent Pleadings.
86. Except as otherwise provided in the Plan or in this Combined Order, notice
of all subsequent pleadings in the Chapter 11 Cases after the Effective Date will be limited to the
following parties: (a) the U.S. Trustee; (b) counsel to the RCF SteerCo Group; (c) counsel to the
Notes Ad Hoc Group; and (d) any party known to be directly affected by the relief sought by such
pleadings.
K. Retention of Jurisdiction.
87. This Court retains jurisdiction over all matters arising out of or related to
the Chapter 11 Cases and the Plan, including the matters set forth in Article XI of the Plan.
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L. Reporting
88. After the Effective Date, the Debtors or Reorganized Debtors, as applicable,
shall have no obligation to file with the Court or serve on any parties reports that the Debtors or
Reorganized Debtors, as applicable, were obligated to file under the Bankruptcy Code or a Court
order, including monthly operating reports (even for those periods for which a monthly operating
report was not Filed before the Effective Date), ordinary course professional reports, and monthly
or quarterly reports for Professionals; provided, however, that the Debtors or Reorganized Debtors,
as applicable, will comply with the U.S. Trustee’s quarterly reporting requirements. From
Confirmation through the Effective Date, the Debtors will file such reports as are required under
the Bankruptcy Local Rules.
89. After the Confirmation Date, the Debtors or Reorganized Debtors, as
applicable, shall have no obligation to provide any reports to any parties otherwise required under
the “first” and “second” day orders entered in the Chapter 11 Case, except for those reports
required under the Cash Collateral Order.
M. Effectiveness of All Actions
90. Except as set forth in the Plan, all actions authorized to be taken pursuant to
the Plan, including all actions pursuant to, in accordance with, or in connection with the other
Definitive Documents, shall be effective on, before, or after the Effective Date pursuant to this
Combined Order, without further application to, or order of the Court, or further action by the
Debtors and/or the Reorganized Debtors and their respective directors, officers, members, or
stockholders, and with the effect that such actions had been taken by unanimous action of such
officers, directors, managers, members, or stockholders.
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N. Plan Implementation Authorization
91. The Debtors or the Reorganized Debtors, as the case may be, and, to the
extent necessary, third parties including the Agents/Trustees (including each of their respective
successors and assigns), and their respective directors, officers, members, agents, and attorneys,
financial advisors, and investment bankers are (irrespective of any existing contractual
requirements to obtain instructions binding on such parties) authorized, empowered and directed
from and after the date hereof to negotiate, execute, issue, deliver, implement, file, or record any
contract, instrument, release, or other agreement or document related to the Plan, including the
Facility Agreement Amendments Documents, the amended Intercreditor Agreement documents,
the Amended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documents,
the New Money Documents, the New Security Documents, the Rights Offering Documents, the
Restructuring Implementation Deed, any other document included in the Plan Supplement, or any
document related or ancillary thereto (each according to their terms), as the same may be modified,
amended and supplemented, and to take any action necessary or appropriate to implement,
effectuate, consummate, or further evidence the Plan in accordance with its terms, or take any or
all steps or corporate actions authorized to be taken pursuant to the Plan whether or not specifically
referred to in the Plan or any exhibit thereto, without further order of the Court. To the extent
applicable, any or all such documents shall be accepted upon presentment by each of the respective
state filing offices and recorded in accordance with the applicable law and shall become effective
in accordance with their terms and the provisions of applicable law. No action of the Debtors’
boards of directors or the Reorganized Debtors’ boards of directors will be required to authorize
the Debtors or Reorganized Debtors, as applicable, to enter into, execute and deliver, adopt or
amend, as the case may be, any such contract, instrument, release, or other agreement or document
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related to the Plan, and following the Effective Date, each such document will be a legal, valid,
and binding obligation of the Debtors or Reorganized Debtors, as applicable, enforceable against
the Debtors and the Reorganized Debtors in accordance with the respective terms thereof. The
Debtors are also authorized from and after the date hereof to negotiate, execute, issue, deliver,
implement, file, or record any contract, instrument, release, or other agreement or document or
take any action necessary or appropriate to implement the transactions set forth in the Agreed Steps
Plan, including, among other things, any merger, transfer, liquidation, or consolidation of any of
the Debtors or their non-Debtor subsidiaries. Each Holder of RCF Claims and each Holder of
Notes Claims will be deemed to have appointed the Company as its attorney and agent and to have
irrevocably instructed, authorized, directed and empowered the Company (or its authorized
representative) solely to (i) enter into, execute and (if applicable) deliver, for and on its behalf, any
Transaction Document to which it is party, in each case solely to the extent consistent with the
Lock-Up Agreement, Agreed Steps Plan and the Restructuring Implementation Deed and (ii) in
the case of Holder of Notes, to take any action necessary to ensure that steps described in the
Agreed Steps Plan and the Restructuring Implementation Deed are carried out, including if
necessary updating the books and records of the relevant clearing systems in which the Notes are
held. For the avoidance of doubt, the foregoing power of attorney shall not apply to any
amendments or waivers sought from the applicable creditors under the Plan, the Lock-Up
Agreement, the Restructuring Implementation Deed or any Transaction Documents and any such
waivers may only be granted by the requisite majorities of the applicable creditors in accordance
with the relevant document.
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O. Restructuring Transactions and Restructuring Expenses.
92. Subject to the terms of the Plan and the Definitive Documents, from and
after the date hereof, the Debtors or the Reorganized Debtors, as applicable, and, to the extent
necessary, third parties including the Agents/Trustees (including each of their respective
successors and assigns) are authorized, empowered and directed to take all actions as may be
necessary or appropriate to effect any Restructuring Transactions, including: (1) the execution and
delivery of appropriate agreements, including the Definitive Documents, or other documents of
merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer,
arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are
consistent with the terms of the Plan and that satisfy the applicable requirements of applicable law
and any other terms to which the applicable Entities may agree; (2) the execution and delivery of
appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property,
right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other
terms for which the applicable parties agree; (3) the filing of appropriate certificates or articles of
incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement,
continuance, dissolution, or other organizational documents pursuant to applicable nonbankruptcy
law; and (4) all other actions that the applicable Entities determine to be necessary,
including making filings or recordings that may be required by applicable law in connection with
the Plan, however for the avoidance of doubt, such conditions set forth in Article IX.A of the Plan
or any Definitive Document shall be satisfied or waived in accordance with, and pursuant to,
Article IX.B of the Plan or the terms of the applicable Definitive Document (respectively), and
any Plan modification, revocation or withdrawal can only be completed in accordance with Article
X of the Plan.
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93. The Debtors or Reorganized Debtors, as applicable, shall enter into the
Facility Agreement Amendments Documents on or before the Effective Date, on the terms set
forth in the Plan, the Lock-Up Agreement, and included in the Plan Supplement. Confirmation
shall be deemed approval of the SSRCF Credit Agreement and related Facility Agreement
Amendments Documents and amended Intercreditor Agreement documents (including the
transactions contemplated thereby, and all actions to be taken, undertakings to be made, and
obligations to be incurred and fees paid by the Debtors or the Reorganized Debtors in connection
therewith), to the extent not approved by the Bankruptcy Court previously, and the Debtors or
Reorganized Debtors are authorized and directed to execute and deliver those documents necessary
or appropriate to consummate the applicable Facility Agreement Amendments Documents and
amended Intercreditor Agreement documents without further notice to or order of the Bankruptcy
Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization,
or approval of any Person, subject to such modifications as may be agreed between the Debtors or
Reorganized Debtors and the applicable RCF Lenders and other parties. Notwithstanding anything
else contained herein or in the Plan, the Facility Agreement, the Facility Agreement Documents
and all other relevant documents to give effect to the Facility Agreement Amendments Documents
shall continue in full force and effect, except as amended and restated, supplemented, superseded,
terminated or otherwise modified pursuant to, or in connection with, the Facility Agreement
Amendments Document and the amended Intercreditor Agreement documents.
94. In order to facilitate the consummation of the Restructuring Transactions,
and as a good-faith and reasonable compromise and settlement of any objections of the holders of
Senior Secured Term Loan Claims to the treatment of such Claims otherwise provided under the
Plan, the Debtors or Reorganized Debtors, as applicable, shall enter into the Amended Senior
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Secured Term Loan Credit Agreement on or before the Effective Date, on the terms set forth in
the Plan and the Amended Senior Secured Term Loan Credit Agreement Term Sheet.
Confirmation of the Plan pursuant to this Combined Order shall constitute approval of the
Amended Senior Secured Term Loan Credit Agreement (including the transactions contemplated
thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred and
fees paid by the Debtors or the Reorganized Debtors in connection therewith), to the extent not
approved by the Bankruptcy Court previously, and the Debtors or Reorganized Debtors are
authorized and directed to execute and deliver those documents necessary or appropriate to
consummate the applicable Amended Senior Secured Term Loan Credit Agreement without
further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation,
order, or rule or vote, consent, authorization, or approval of any Person, subject to such
modifications as may be agreed between the Debtors or Reorganized Debtors and the applicable
holders of Senior Secured Term Loan Claims.
95. Subject to the terms of the Plan and Definitive Documents, the Debtors are
hereby authorized to take any and all actions necessary to consummate the Rights Offering in
accordance with the Plan, the Rights Offering Documents, the Backstop Agreement, and the Lock-
Up Agreement, including mailing any required form, agreements or notices to applicable holders
of Claims and Interests. The Rights Offering Documents and all related forms, agreements, and
notices (which may be amended so that the final form is reasonably acceptable to the Majority
Core Noteholder Group) Filed with the Plan Supplement are hereby approved and the
consummation of the Rights Offering shall be deemed a reasonable exercise of the Debtors’
business judgment. Pursuant to the terms of the Plan, on the Effective Date, the Reorganized
Debtors shall issue the New Money Notes in accordance with the terms set forth in the Rights
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Offering Documents, the Backstop Agreement, the New Money Notes Indenture, the New Money
Notes Purchase Agreement (and any other New Money Documents), the Agreed Steps Plan, and
the Restructuring Implementation Deed.
96. Subject to the terms of the Plan and Definitive Documents, the Debtors or
Reorganized Debtors, as applicable, are hereby authorized, immediately upon entry of this
Combined Order, to issue the Exchange Notes on the terms set forth in the Exchange Notes
Indenture and included in the Plan Supplement. The Notes Amendments Documents (including
the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and
obligations to be incurred and fees paid by the Debtors, the Reorganized Debtors, or a non-Debtor
Affiliate in connection therewith), to the extent not approved by the Bankruptcy Court previously,
are hereby approved, and the Debtors or Reorganized Debtors, and as applicable the
Agents/Trustees, are authorized and directed to execute and deliver those documents necessary or
appropriate to consummate the applicable Notes Amendments Documents without further notice
to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule
or vote, consent, authorization, or approval of any Person, subject to such modifications as may be
agreed between the Debtors or Reorganized Debtors and the Majority Core Noteholder Group.
97. On or prior to the Effective Date, the Debtors shall issue the Noteholder
Ordinary Shares on a pro rata basis to the Note Eligible Holders in accordance with the Agreed
Steps Plan and Restructuring Implementation Deed.
98. Further, the Restructuring Expenses incurred, or estimated to be incurred,
up to and including the Effective Date (or, with respect to necessary post-Effective Date activities,
after the Effective Date), shall be paid in full in Cash on the Effective Date (to the extent not
previously paid during the course of the Chapter 11 Cases) in accordance with, and subject to, the
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terms of the Lock-Up Agreement and the Restructuring Implementation Deed, without any
requirement (i) to File a fee application with the Bankruptcy Court, (ii) for Bankruptcy Court
review or approval, and/or (iii) submission to any party of itemized time detail. All Restructuring
Expenses to be paid on the Effective Date shall be estimated prior to and as of the Effective Date
and such estimates shall be delivered to the Debtors at least three (3) Business Days before the
anticipated Effective Date; provided, however, that such estimates shall not be considered an
admission or limitation with respect to such Restructuring Expenses. From and after the Petition
Date, the Debtors and the Reorganized Debtors (as applicable) shall pay, when due and payable
pursuant to the Lock-Up Agreement, the Restructuring Implementation Deed, and otherwise in the
ordinary course the Restructuring Expenses whether incurred before, on, or after the Effective
Date. On or prior to the Effective Date, or as soon as practicable thereafter, final invoices for all
Restructuring Expenses incurred prior to and unpaid as of the Effective Date shall be submitted to
the Debtors and shall be paid, or caused to be paid, by the Reorganized Debtors within ten (10)
Business Days of receipt of the applicable final invoice.
P. Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors.
99. Except as otherwise provided in the Plan, the Agreed Steps Plan, or any
agreement, instrument, or other document incorporated in the Plan, each of the Debtors will, as a
Reorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with all
of the powers of such legal entity under applicable law and without prejudice to any right to alter
or terminate such existence (whether by merger, conversion, dissolution or otherwise) under
applicable law, and on the Effective Date, all property of the Estate of a Debtor, and any property
acquired by a Debtor or Reorganized Debtor under the Plan, will vest in the applicable Reorganized
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Debtors, free and clear of all Claims, Liens, charges, other encumbrances, Interests and other
interests.
100. On and after the Effective Date, each Reorganized Debtor may operate its
business and may use, acquire and dispose of property and compromise or settle any claims without
supervision or approval by this Court and free of any restrictions of the Bankruptcy Code or
Bankruptcy Rules, other than those restrictions expressly imposed by the Plan, the Amended
Finance Documents, or this Combined Order.
Q. Directors and Officers of Reorganized Debtors.
101. As of the Effective Date, the term of the current members of the board of
directors of the Debtors shall be appointed in accordance with the Plan and other constituent
documents of each Reorganized Debtor.
102. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors have
disclosed in advance of the Combined Hearing the identity and affiliations of any Person proposed
to serve on the Board, as well as those Persons that will serve as an officer of the Reorganized
Debtors. To the extent any such director or officer is an “insider” under the Bankruptcy Code, the
nature of any compensation to be paid to such director or officer has also been disclosed to the
extent reasonably practicable. Each such director and officer shall continue to serve from and after
the Effective Date pursuant to the terms of the constituent documents of the Reorganized Debtors.
R. Release of Liens.
103. Except as otherwise provided in or pursuant to the New Security
Documents, the Plan (including with respect to Unimpaired Claims), or any other contract,
instrument, release, or other agreement or document created pursuant to the Plan, on the Effective
Date and concurrently with the applicable Distributions made pursuant to the Plan and, in the case
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of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of
the Effective Date, except for Other Secured Claims that the Debtors elect to Reinstate in
accordance with Article III.B. of the Plan and any existing mortgages, deeds of trust, Liens,
pledges, or other security interests against any property of the Estates or the Debtors’ affiliates for
the benefit of Holders of RCF Claims, Senior Secured Term Loan Claims, the New Money Notes,
the Exchange Notes, the Amended Senior Secured Term Loan and other creditors party to the
amended Intercreditor Agreement, all mortgages, deeds of trust, Liens, pledges, or other security
interests against any property of the Estates shall be fully released and discharged, and all of the
right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other
security interests shall revert to the Reorganized Debtors and their successors and assigns, other
than, for the avoidance of doubt, the Liens and security interests granted pursuant to, or in
connection with, the Facility Agreement Amendments Documents, Amended Senior Secured
Term Loan Credit Agreement, the Notes Amendments Documents, the New Money Documents
or the New Security Documents. Any Holder of such Secured Claim (and the applicable agents for
such Holder) shall be authorized and directed, at the sole cost and expense of the Reorganized
Debtors, to release any collateral or other property of any Debtor (including any cash collateral
and possessory collateral) held by such Holder (and the applicable agents for such Holder), and to
take such actions as may be reasonably requested by the Reorganized Debtors to evidence the
release of such Lien, including the execution, delivery, and filing or recording of such releases.
The presentation or filing of this Combined Order to or with any federal, state, provincial, or local
agency or department shall constitute good and sufficient evidence of, but shall not be required to
effect, the termination of such Liens.
S. Injunctions and Automatic Stay.
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104. Unless otherwise provided in the Plan or this Combined Order, all
injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the
Bankruptcy Code or any order of the Court, and extant on the Confirmation Date (excluding any
injunctions or stays contained in the Plan or this Combined Order) shall remain in full force and
effect until the Effective Date. All injunctions or stays contained in the Plan or this Combined
Order shall remain in full force and effect in accordance with their terms.
T. Cancellation of Existing Securities and Agreements.
105. On the Effective Date, except as otherwise provided in the Plan, this
Combined Order, any agreement, instrument or other document entered into in connection with or
pursuant to the Plan or the Agreed Steps Plan, all credit agreements, security agreements,
intercreditor agreements, notes, instruments, Certificates, and other documents evidencing Claims
or Interests shall be cancelled and the obligations of the Debtors or the Reorganized Debtors
thereunder or in any way related thereto shall be discharged and deemed satisfied in full, and the
Agents/Trustees shall be released from all duties thereunder; provided, that, notwithstanding
Confirmation or the occurrence of the Effective Date, any such document that governs the rights
of the Holder of a Claim or Interest shall continue in effect solely for purposes of (a) enabling
Holders of Allowed Claims and Allowed Interests to receive Distributions under the Plan as
provided herein, (b) governing the contractual rights and obligations among the Agents/Trustees
and the lenders or Holders party thereto (including, without limitation, indemnification, expense
reimbursement, and Distribution provisions) until the Reorganized Debtors emerge from the
Chapter 11 Cases, (c) preserving any rights of the Agents/Trustees thereunder to maintain,
exercise, and enforce any applicable rights of indemnity, reimbursement, or contribution, or
subrogation or any other claim or entitlement, (d) permitting each Agent/Trustee to perform any
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functions that are necessary to effectuate the immediately foregoing, including appearing and
being heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court; (e) facilitating
the amendment, reinstatement and combination of the Facility Agreement into the Facility
Agreement Amendments Documents, solely to the extent set forth in the Lock-Up Agreement, the
Plan, and the Facility Agreement Amendments Documents (f) facilitating the amendment and
restatement of the Senior Secured Term Loan into the Amended Senior Secured Term Loan Credit
Agreement, solely to the extent set forth in the Plan and the Senior Secured Term Loan Credit
Agreement Term Sheet, (g) the issuance of New Money Notes, solely to the extent set forth in the
Plan, the Lock-Up Agreement, and the New Money Documents, (h) facilitating the issuance of the
Exchange Notes, solely to the extent set forth in the Plan, the Lock-Up Agreement, and the
Exchange Notes Indenture (i) facilitating the issuance of the Noteholder Ordinary Shares, solely
to the extent set forth in the Plan and Lock-Up Agreement and (j) furthering any other purpose as
set forth in the Lock-Up Agreement, Restructuring Implementation Deed, and Definitive
Documents.
U. Certain Securities Law Matters.
106. Except as described in the following paragraphs, the Debtors will rely on
section 1145(a) of the Bankruptcy Code to exempt from registration under the Securities Act the
offer, issuance, and Distribution of the Exchange Notes, the Noteholder Ordinary Shares and the
New Money Notes (other than the Backstopped Notes) issued pursuant to the Plan on account of
Notes Claims, including to any Consenting Noteholder who signed the Lock-Up Agreement before
the filing of the Chapter 11 Cases with the Bankruptcy Court. The offering, issuance, and
Distribution of such Exchange Notes, Noteholder Ordinary Shares and the New Money Notes
(other than the Backstopped Notes) pursuant to section 1145(a) of the Bankruptcy Code shall be
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exempt from, among other things, the registration requirements of section 5 of the Securities Act
and any other applicable law requiring registration prior to the offering, issuance, Distribution, or
sale of Securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code. Such
Exchange Notes, Noteholder Ordinary Shares and the New Money Notes (other than the
Backstopped Notes) will be freely tradable by the recipients thereof, subject to the provisions of
section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section
2(a)(11) of the Securities Act, and compliance with any applicable securities laws of any other
jurisdiction and any rules and regulations of the United States Securities and Exchange
Commission, if any, applicable at the time of any future transfer of such Securities or instruments.
107. The Debtors will rely on section 4(a)(2) of the Securities Act and Regulation
S under the Securities Act, or any other available exemption from registration under the Securities
Act, as applicable, to exempt from registration under the Securities Act the offer, issuance, and
Distribution of the Backstopped Notes issued in accordance with the Backstop Agreement. The
Backstopped Notes will be “restricted securities” subject to transfer restrictions under the U.S.
federal securities laws if they are issued to a U.S. person in accordance with the Backstop
Agreement pursuant to section 4(a)(2) of the Securities Act but will otherwise be issued pursuant
to Regulation S (if they are issued to a non-U.S. person outside of the United States in accordance
with the Backstop Agreement). Such Backstopped Notes may be resold, exchanged, assigned or
otherwise transferred pursuant to registration, or an applicable exemption from registration, under
the Securities Act and other applicable law.
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V. First Day Relief
108. Notwithstanding anything contained in this Combined Order, the relief
granted pursuant to the First Day Orders shall remain in full force and effect in accordance with
their terms through the Effective Date.
W. Cooperation by Euroclear Sweden
109. Should the Reorganized Debtors elect to reflect any ownership of the
Noteholder Ordinary Shares to be issued under the Plan through the facilities of Euroclear Sweden
(“Euroclear”), Euroclear is authorized to rely solely on this Combined Order, and the Reorganized
Debtors need not provide any further evidence other than the Plan and this Combined Order with
respect to the treatment of such Noteholder Ordinary Shares under applicable securities laws.
Euroclear and all other Persons and Entities shall be required to accept and conclusively rely upon
the Plan and this Combined Order in lieu of a legal opinion regarding whether the Noteholder
Ordinary Shares to be issued under the Plan are exempt from registration and/or eligible for
Euroclear book-entry delivery, settlement, and depository services.
X. Section 1146 Exemption.
110. To the fullest extent permitted by section 1146(a) of the Bankruptcy Code,
any transfers (whether from a Debtor to a Reorganized Debtor or to any other Person) of property
under the Plan or pursuant to: (a) the issuance, distribution, transfer, or exchange of any debt,
equity security, or other interest in the Debtors or the Reorganized Debtors; (b) the Restructuring
Transactions; (c) the creation, modification, consolidation, termination, refinancing, and/or
recording of any mortgage, deed of trust, or other security interest, or the securing of additional
indebtedness by such or other means; (d) the making, assignment, or recording of any lease or
sublease; (e) the grant of collateral as security for any or all of the Facility Agreement Amendments
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Documents, the Amended Senior Secured Term Loan Credit Agreement, Exchange Notes, or New
Money Notes; or (f) the making, delivery, or recording of any deed or other instrument of transfer
under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale,
assignments, or other instrument of transfer executed in connection with any transaction arising
out of, contemplated by, or in any way related to the Plan, shall not be subject to any document
recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate
transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory
filing or recording fee, or other similar tax or governmental assessment, and upon entry of the
Combined Order, the appropriate state or local governmental officials or agents shall forego the
collection of any such tax or governmental assessment and accept for filing and recordation any
of the foregoing instruments or other documents without the payment of any such tax, recordation
fee, or governmental assessment. All filing or recording officers (or any other Person with
authority over any of the foregoing), wherever located and by whomever appointed, shall comply
with the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection of
any such tax or governmental assessment, and shall accept for filing and recordation any of the
foregoing instruments or other documents without the payment of any such tax or governmental
assessment.
Y. Nonseverability of Plan Provisions upon Confirmation.
111. Notwithstanding the possible applicability of Bankruptcy Rules 6004(g),
7062, 9014, or otherwise, the terms and conditions of this Combined Order shall be effective and
enforceable immediately upon its entry. Each term and provision of the Plan, and the transactions
related thereto as it heretofore may have been altered or interpreted by the Court is: (a) valid and
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enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified except
as provided by the Plan or this Combined Order; and (c) nonseverable and mutually dependent.
Z. Waiver or Estoppel.
112. Each holder of a Claim or Interest shall be deemed to have waived any right
to assert any argument, including the right to argue that its Claim or Interest should be Allowed in
a certain amount, in a certain priority, secured, or not subordinated by virtue of an agreement made
with the Debtors or their counsel (or any other Entity), if such agreement was not disclosed in the
Plan, the Disclosure Statement, the Agreed Steps Plan, or papers Filed with the Court before the
Confirmation Date.
AA. Authorization to Consummate.
113. The Debtors are authorized to consummate the Plan, including the
Restructuring Transactions contemplated by the Plan, the Agreed Steps Plan, and the Definitive
Documents, at any time after the entry of this Combined Order. The substantial consummation of
the Plan, within the meaning of sections 1101(2) and 1127 of the Bankruptcy Code, is deemed to
occur on the first date, on or after the Effective Date, on which distributions are made in accordance
with the terms of the Plan to holders of any Allowed Claims or Interests (as applicable).
BB. Assumption and Cure of Executory Contracts.
114. The provisions governing the treatment of Executory Contracts and
Unexpired Leases set forth in Article V of the Plan (including the procedures regarding the
resolution of any and all disputes concerning the assumption or rejection, as applicable, of such
Executory Contracts and Unexpired Leases) shall be, and hereby are, approved in their entirety.
For the avoidance of doubt, on the Effective Date, except as otherwise provided in the Plan, all
Executory Contracts or Unexpired Leases will be deemed assumed in accordance with the
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provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than an
Executory Contract or Unexpired Lease that: (a) is identified on the Rejected Executory Contract
and Unexpired Lease List; (b) has been previously rejected by a Final Order; (c) is the subject of
a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation
Date; or (d) is subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to
which the requested effective date of such rejection is after the Effective Date.
115. Entry of this Combined Order shall constitute an order approving the
assumption of the Lock-Up Agreement pursuant to sections 365 and 1123 of the Bankruptcy Code
and effective on the occurrence of the Effective Date and authorize and direct the Debtors to satisfy
the obligations thereunder, including with respect to the payment of any and all fees, costs, and
expenses provided thereunder; and, for the avoidance of doubt, the payment of all outstanding fees,
costs, and expenses of the Notes Ad Hoc Group Advisors shall be paid upon entry of this Combined
Order. The Lock-Up Agreement shall be binding and enforceable against the parties thereto in
accordance with its terms and the terms of the Plan, and any and all obligations under the Lock-
Up Agreement shall continue in accordance with the terms thereof and shall not be limited in any
way by the entry of this Combined Order or the Plan, including, without limitation, by the absence
of any Cure Amount with respect to the Lock-Up Agreement.
116. Unless otherwise agreed, the Debtors will not pursuant to this Combined
Order assume, Cure, or otherwise treat, nor be deemed to reject, any contract that is the subject of
an outstanding objection to a Cure Amount at the time of entry of this Combined Order. All
outstanding objections to Cure Amounts will be heard at a hearing that is convenient to the Court
and the parties.
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117. Notwithstanding anything to contrary in the Plan, this Combined Order, or
the Plan Supplement, subject only to the occurrence of the Effective Date, all existing employment
agreements, indemnification agreements, or other agreements between the Debtors and the
Debtors’ current and former employees are hereby assumed and/or assumed and assigned to the
applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365
and 1123 of the Bankruptcy Code.
CC. Provisions Regarding Certain Governmental Unit Liabilities.
118. Nothing in this Combined Order or the Plan discharges, releases, precludes,
or enjoins: (a) any liability to any Governmental Unit that is not a Claim; (b) any Claim of a
Governmental Unit arising on or after the Effective Date; (c) any police or regulatory liability to a
Governmental Unit on the part of any Person as the owner, permittee, or operator of property after
the Effective Date; or (d) any liability to a Governmental Unit on the part of any Person other than
the Debtors or Reorganized Debtors. Nor shall anything in this Combined Order or the Plan enjoin
or otherwise bar a Governmental Unit from asserting or enforcing, outside this Court, any liability
described in the preceding sentence. Nothing in this Combined Order or the Plan shall affect any
setoff or recoupment rights of any Governmental Unit. Nor shall anything in this Combined Order
or the Plan divest any tribunal of any jurisdiction to adjudicate any claim, liability, or defense
described in this paragraph 119 of this Combined Order. Without limiting the foregoing, for the
avoidance of doubt nothing in this Combined Order or the Plan shall be interpreted to require the
United States or any State to novate or otherwise consent to the transfer of any federal or state
contracts, leases, guaranties, indemnifications, grants, agreements, consent decrees, or interests to
any Entity other than the Debtors or Reorganized Debtors.
DD. Effect of Non-Occurrence of Conditions to the Effective Date.
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119. Notwithstanding the entry of this Combined Order, if the Effective Date
does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or
the Disclosure Statement shall: (a) constitute a waiver or release of any Claims, Interests, or Causes
of Action by any Entity; (b) prejudice in any manner the rights of the Debtors, any holders of a
Claim or Interest, or any other Entity; or (c) constitute an admission, acknowledgment, offer, or
undertaking by the Debtors, any holders, or any other Entity in any respect.
EE. Post-Confirmation Modification of the Plan.
120. Subject to obtaining the required consents in accordance with the provisions
of the Lock-Up Agreement, and the Plan, the Agreed Steps Plan and the Restructuring
Implementation Deed respectively, the Debtors are hereby authorized to amend or modify the Plan
at any time prior to the substantial consummation of the Plan, but only in accordance with section
1127 of the Bankruptcy Code and Article X.A of the Plan, without further order of this Court.
FF. Final Order.
121. This Combined Order is a Final Order and the period in which an appeal
must be Filed will commence upon entry of this Combined Order.
Dated: ___________________
Houston, Texas THE HONORABLE CHRISTOPHER M. LOPEZ
UNITED STATES BANKRUPTCY JUDGE
DAeucegmubste 0r 23,1 2, 0210294
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Exhibit A
Plan
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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
)
Intrum AB et al.,1 ) Case No. 24-90575 (CML)
)
)
(Jointly Administered)
Debtors. )
JOINT PREPACKAGED CHAPTER 11 PLAN OF
REORGANIZATION OF INTRUM AB AND ITS DEBTOR
AFFILIATE PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE
(FURTHER TECHNICAL MODIFICATIONS)
PORTER HEDGES LLP
John F. Higgins (TX 09597500)
M. Shane Johnson (TX 24083263)
1000 Main Street, 36th Floor
Houston, TX 77002
Telephone: (713) 226-6000
Facsimile: (713) 226-6248
Email: jhiggins@porterhedges.com
sjohnson@porterhedges.com
MILBANK LLP
Dennis F. Dunne (admitted pro hac vice)
Jaimie Fedell (admitted pro hac vice)
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
Email: ddunne@milbank.com
jfedell@milbank.com
Proposed Co-Counsel to the Debtors Proposed Co-Counsel to the Debtors
Dated: December 18, 2024
1 The Debtors in these chapter 11 cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ service
address in these chapter 11 cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.
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TABLE OF CONTENTS
Page
INTRODUCTION .......................................................................................................................... 1
ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION
OF TIME, GOVERNING LAW, AND OTHER REFERENCES .......................... 1
A. Defined Terms ........................................................................................................ 1
B. Rules of Interpretation; Computation of Time...................................................... 22
C. Governing Law ..................................................................................................... 23
D. Reference to Monetary Figures ............................................................................. 23
E. Reference to the Debtors or the Reorganized Debtors .......................................... 23
F. Consent and Consultation Rights .......................................................................... 23
G. Controlling Document .......................................................................................... 24
ARTICLE II ADMINISTRATIVE AND PRIORITY CLAIMS.................................................. 24
A. Administrative Claims .......................................................................................... 24
B. Professional Fee Claims ........................................................................................ 25
1. Professional Fee Claims ....................................................................................... 25
2. Professional Fee Escrow Account ....................................................................... 26
3. Professional Fee Escrow Amount ........................................................................ 26
4. Post-Confirmation Date Fees and Expenses ........................................................ 26
C. Priority Tax Claims ............................................................................................... 26
D. Restructuring Expenses ......................................................................................... 27
ARTICLE III CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND
INTERESTS ......................................................................................................... 27
A. Classification of Claims and Interests................................................................... 27
B. Treatment of Classes of Claims and Interests ....................................................... 28
1. Class 1 — Other Secured Claims ........................................................................ 28
2. Class 2 — Other Priority Claims ......................................................................... 29
3. Class 3 — RCF Claims ........................................................................................ 29
4. Class 4 — Senior Secured Term Loan Claims .................................................... 30
5. Class 5 — Notes Claims ...................................................................................... 30
6. Class 6 — General Unsecured Claims ................................................................. 31
7. Class 7 —Intercompany Claims .......................................................................... 31
8. Class 8 —Existing Equity Interests ..................................................................... 31
9. Class 9 —Intercompany Interests ........................................................................ 31
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C. Special Provision Governing Unimpaired Claims ................................................ 32
D. Elimination of Vacant Classes .............................................................................. 32
E. No Waiver ............................................................................................................. 32
F. Voting Classes; Presumed Acceptance by Non-Voting Classes........................... 32
G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the
Bankruptcy Code .................................................................................................. 33
H. Controversy Concerning Impairment ................................................................... 33
I. Subordinated Claims ............................................................................................. 33
ARTICLE IV PROVISIONS FOR IMPLEMENTATION OF THE PLAN ................................ 33
A. General Settlement of Claims and Interests .......................................................... 33
B. Restructuring Transactions ................................................................................... 34
C. Sources of Consideration for Plan Distributions .................................................. 34
1. Issuance of the New Money Notes ...................................................................... 34
2. Equity Issuance .................................................................................................... 36
3. SSRCF ................................................................................................................. 36
4. Amended Senior Secured Term Loan .................................................................. 37
5. Exchange Notes ................................................................................................... 38
D. Corporate Action ................................................................................................... 39
E. Corporate Existence .............................................................................................. 40
F. Vesting of Assets in the Reorganized Debtors ..................................................... 40
G. Cancellation of Prepetition Credit Agreements, Notes, Instruments,
Certificates, and Other Documents ....................................................................... 41
H. Effectuating Documents; Further Transactions .................................................... 41
I. Certain Securities Law Matters ............................................................................. 41
J. Section 1146(a) Exemption................................................................................... 42
K. Employee and Retiree Benefits ............................................................................. 43
L. Preservation of Causes of Action .......................................................................... 43
ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED
LEASES ................................................................................................................ 44
A. Assumption and Rejection of Executory Contracts and Unexpired Leases ......... 44
B. Indemnification Obligations ................................................................................. 46
C. Claims Based on Rejection of Executory Contracts or Unexpired Leases ........... 46
D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed ........ 46
E. Insurance Policies ................................................................................................. 47
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F. Modifications, Amendments, Supplements, Restatements, or Other
Agreements ........................................................................................................... 48
G. Reservation of Rights ............................................................................................ 48
H. Nonoccurrence of Effective Date .......................................................................... 48
I. Contracts and Leases Entered into after the Petition Date .................................... 49
ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS ................................................ 49
A. Distributions on Account of Claims and Interests Allowed as of the
Effective Date ....................................................................................................... 49
B. Rights and Powers of Distribution Agent ............................................................. 49
1. Powers of the Distribution Agent ........................................................................ 49
2. Expenses Incurred on or after the Confirmation Date ......................................... 49
C. Special Rules for Distributions to Holders of Disputed Claims and
Interests ................................................................................................................. 50
D. Delivery of Distributions ...................................................................................... 50
1. Compliance Matters ............................................................................................. 50
2. Foreign Currency Exchange Rate ........................................................................ 51
3. Undeliverable, and Unclaimed Distributions ....................................................... 51
4. Surrender of Cancelled Instruments or Securities ............................................... 52
E. Claims Paid or Payable by Third Parties .............................................................. 52
1. Claims Paid by Third Parties ............................................................................... 52
2. Claims Payable by Insurance Carriers ................................................................. 53
3. Applicability of Insurance Policies ...................................................................... 53
F. Setoffs ................................................................................................................... 53
G. Allocation between Principal and Accrued Interest .............................................. 53
H. Minimum Distributions ......................................................................................... 54
ARTICLE VII PROCEDURES FOR RESOLVING DISPUTED CLAIMS ............................... 54
A. Disputed Claims Generally ................................................................................... 54
B. Objections to Claims ............................................................................................. 54
C. Estimation of Claims............................................................................................. 55
D. Disallowance of Claims ........................................................................................ 55
E. No Distributions Pending Allowance ................................................................... 55
F. Distributions after Allowance ............................................................................... 55
G. Claim Resolution Procedures Cumulative ............................................................ 55
H. Single Satisfaction of Claims and Interests .......................................................... 56
ARTICLE VIII EFFECT OF CONFIRMATION OF THE PLAN .............................................. 56
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A. Discharge of Claims and Termination of Interests ............................................... 56
B. Release of Liens .................................................................................................... 56
C. Releases by the Debtors ........................................................................................ 57
D. Releases by Holders of Claims and Interests ........................................................ 58
E. Exculpation ........................................................................................................... 59
F. Injunction .............................................................................................................. 60
G. Reimbursement or Contribution ........................................................................... 61
ARTICLE IX CONDITIONS PRECEDENT TO THE EFFECTIVE DATE .............................. 61
A. Conditions Precedent to the Effective Date .......................................................... 61
B. Waiver of Conditions Precedent ........................................................................... 63
ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN......... 64
A. Modification of Plan ............................................................................................. 64
B. Effect of Confirmation on Modifications ............................................................. 64
C. Withdrawal of Plan ............................................................................................... 64
ARTICLE XI RETENTION OF JURISDICTION ....................................................................... 65
ARTICLE XII MISCELLANEOUS PROVISIONS .................................................................... 67
A. Immediate Binding Effect ..................................................................................... 67
B. Additional Documents .......................................................................................... 67
C. Payment of Statutory Fees .................................................................................... 67
D. Reservation of Rights ............................................................................................ 68
E. Successors and Assigns......................................................................................... 68
F. Service of Documents ........................................................................................... 68
G. Term of Injunctions or Stays................................................................................. 69
H. Entire Agreement .................................................................................................. 69
I. Plan Supplement ................................................................................................... 69
J. Non-Severability ................................................................................................... 69
K. Votes Solicited in Good Faith ............................................................................... 70
L. Closing of Chapter 11 Cases ................................................................................. 70
M. Waiver or Estoppel ............................................................................................... 70
N. Creditor Default .................................................................................................... 70
O. 2002 Notice Parties ............................................................................................... 71
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INTRODUCTION
Intrum AB and its affiliated debtor as debtors-in-possession in the above-captioned chapter
11 cases (each, a “Debtor,” and collectively, the “Debtors”) propose this joint prepackaged plan
of reorganization (the “Plan”) for the resolution of the outstanding Claims against and Interests in
the Debtors pursuant to chapter 11 of the Bankruptcy Code. Capitalized terms used in the Plan and
not otherwise defined shall have the meanings set forth in Article I.A of the Plan. The Debtors
seek to consummate the Restructuring Transactions on the Effective Date. Each of the Debtors are
a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Plan does
not contemplate substantive consolidation of any of the Debtors. Reference is made to the
Disclosure Statement for a discussion of the Debtors’ history, business, properties and operations,
projections, risk factors, a summary and analysis of the Plan, the Restructuring Transactions, and
certain related matters. The Plan shall apply as a separate Plan for each of the Debtors, and the
classification of Claims and Interests set forth herein shall apply separately to each of the Debtors.
ALL HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READ
THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY,
PARTICULARLY HOLDERS OF CLAIMS AND INTERESTS ENTITLED TO VOTE TO
ACCEPT OR REJECT THE PLAN.
ARTICLE I
DEFINED TERMS, RULES OF INTERPRETATION,
COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCES
A. Defined Terms
1. “2025 Eurobonds” means Notes issued under the 2025 Eurobonds Indenture.
2. “2025 Eurobonds Indenture” means the indenture dated August 5, 2020 between
the Company (as issuer) and the Eurobond Trustee (as amended, amended and restated or
supplemented from time to time).
3. “2025 MTN Issuance Agreement” means a notes program issuance agreement
between, among others, the Company and Swedbank AB as lead arranger, originally dated
February 10, 2012 (in each case, as amended, amended and restated, or supplemented from time
to time).
4. “2025 MTNs” means, collectively: (a) the 2025 Tranche 1 MTNs; (b) the 2025
Tranche 2 MTNs; and (c) the 2025 Tranche 3 MTNs.
5. “2025 PPN Indenture” means the indenture between, among others, the Company
(as issuer) and the PPN Trustee, dated December 13, 2019 (as amended, amended and restated or
supplemented from time to time).
6. “2025 Tranche 1 MTNs” means SEK 1,100 million senior floating rate medium
term notes due 2025, issued by the Company pursuant to terms and conditions dated 3 May 2023
with ISIN SE0013105533 and pursuant to the 2025 MTN Issuance Agreement.
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7. “2025 Tranche 2 MTNs” means SEK 400 million senior fixed rate medium-term
notes due 2025, issued by the Company pursuant to the terms and conditions dated 3 May 2023
with ISIN SE0013105525 and pursuant to the 2025 MTN Issuance Agreement.
8. “2025 Tranche 3 MTNs” means SEK 1,250 million senior floating rate medium
term notes due 2025, issued by the Company pursuant to notes terms and conditions dated 25 June
2018 with ISIN SE0013104080 and pursuant to the 2025 MTN Issuance Agreement.
9. “2026 Eurobonds” means Notes issued under the 2026 Eurobonds Indenture.
10. “2026 Eurobonds Indenture” means the indenture dated July 31, 2019 between the
Company (as issuer) and the Eurobond Trustee (as amended, amended and restated or
supplemented from time to time).
11. “2026 MTNs” means the SEK 1,000 million senior floating rate medium-term notes
due 2026, issued by the Company, with ISIN SE0013360435, in each case pursuant to a notes
program issuance agreement between, among others, the Company and Swedbank AB as lead
arranger, originally dated 10 February 2012 (in each case, as amended, amended and restated or
supplemented from time to time). “2027 Eurobonds” means Notes issued under the 2027
Eurobonds Indenture.
12. “2027 Eurobonds Indenture” means the indenture dated September 19, 2019
between the Company (as issuer) and the Eurobond Trustee (as amended, amended and restated
or supplemented from time to time).
13. “2028 Eurobonds” means Notes issued under the 2028 Eurobonds Indenture.
14. “2028 Eurobonds Indenture” means the indenture dated December 14, 2022
between the Company (as issuer) and the Eurobond Trustee (as amended, amended and restated
or supplemented from time to time).
15. “Abstaining Creditor” has the meaning ascribed to such term in the Lock-Up
Agreement.
16. “Additional Backstop Provider” means any person who accedes to the Backstop
Agreement and Lock-Up Agreement as a Backstop Provider on or after the date of the Backstop
Agreement.
17. “Additional Consenting Noteholders” means any person which has become a
Consenting Noteholder in accordance with the Lock-Up Agreement on or after the effective date
of the Lock-Up Agreement.
18. “Additional Participating Lender” means any person which has become a
Participating Lender in accordance with the Lock-Up Agreement on or after the effective date of
the Lock-Up Agreement.
19. “Administrative Claim” means a Claim for costs and expenses of administration of
the Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the
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Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after
the Petition Date until and including the Effective Date of preserving the Estates and operating the
Debtors’ businesses; (b) Allowed Professional Fee Claims; (c) the Backstop Fees; (d) all fees and
charges assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of the
United States Code; and (e) the Restructuring Expenses.
20. “Administrative Claims Bar Date” means the deadline for Filing requests for
payment of Administrative Claims, which: (a) with respect to Administrative Claims other than
Professional Fee Claims, shall be 30 days after the Effective Date; and (b) with respect to
Professional Fee Claims, shall be 45 days after the Effective Date.
21. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code. With
respect to any Entity that is not a Debtor, the term “Affiliate” shall apply to such Entity as if the
Entity were a Debtor.
22. “Agents” means, collectively, the RCF Facility Agent, the agent under the Senior
Secured Term Loan, and the Security Agent.
23. “Agents/Trustees” means, collectively, the Agents and the Notes Trustees.
24. “Agreed Steps Plan” means the implementation steps for the Restructuring
Transactions as agreed in accordance with the Lock-Up Agreement.
25. “Allowed” means, as to a Claim or an Interest allowed under the Plan, under the
Bankruptcy Code, or by a Final Order, as applicable. For the avoidance of doubt, other than with
respect to Administrative Claims not otherwise Allowed, (a) there is no requirement to File a Proof
of Claim to be an Allowed Claim under the Plan, and (b) the Debtors may affirmatively determine
to deem Unimpaired Claims Allowed to the same extent such Claims would be allowed under
applicable non-bankruptcy law.
26. “Amended and Restated Senior Secured Term Loan” means the credit facility
amending the Senior Secured Term Loan as provided under the Amended Senior Secured Term
Loan Credit Agreement.
27. “Amended and Restated Senior Secured Term Loan Credit Agreement” means the
definitive credit agreement governing the Amended Senior Secured Term Loan, which shall be
consistent in all material respects with the Amended Senior Secured Term Loan Term Sheet.
28. “Amended and Restated Senior Secured Term Loan Term Sheet” means the
Amended Piraeus Facility Term Sheet attached to the Plan Supplement as Exhibit Q.
29. “Ancillary Facility” has the meaning set forth in the Facility Agreement.
30. “Ancillary Facility Claim” means a Claim under any Ancillary Facility.
31. “Avoidance Actions” means any and all actual or potential avoidance, recovery,
subordination, or other claims, actions, or remedies that may be brought by or on behalf of the
Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or
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applicable non-bankruptcy law, including actions or remedies under sections 502, 510, 542, 544,
545, and 547 through and including 553 of the Bankruptcy Code, or other similar or related state,
federal, or foreign statutes, common law, or other applicable law.
32. “Backstop Agreement” means the agreement attached as Exhibit C to the Disclosure
Statement, dated on July 10, 2024, setting out the terms of the backstop commitments provided by
the Backstop Providers to backstop the entirety of the issuance of New Money Notes (as may be
further amended, restated, amended and restated, modified or supplemented from time to time in
accordance with the terms thereof).
33. “Backstop Fee” means the fee to be provided to the Backstop Providers in
accordance with the Backstop Agreement equal to 3.0% of the aggregate principal amount of New
Money Notes.
34. “Backstop Providers” means, collectively, (a) each person identified as such in a
signature page to the Lock-Up Agreement and Backstop Agreement, and (on and from the time of
their accession), and (b) each Additional Backstop Provider.
35. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–
1532, as amended.
36. “Bankruptcy Court” means the United States Bankruptcy Court for the Southern
District of Texas, Houston Division or such other court having jurisdiction over the Chapter 11
Cases.
37. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as
promulgated by the United States Supreme Court under section 2075 of title 28 of the United States
Code, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases and the general, local, and chambers
rules of the Bankruptcy Court.
38. “Business Day” means any day, other than a Saturday, Sunday, or a “legal holiday,”
as defined in Bankruptcy Rule 9006(a).
39. “Cash” means the legal tender of the United States of America or the equivalent
thereof, including bank deposits and checks.
40. “Cause of Action” means any action, claim, cause of action, controversy, demand,
right, action, Lien, indemnity, interest, guaranty, suit, obligation, liability, damage, judgment,
account, defense, offset, power, privilege, license, and franchise of any kind or character
whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured,
suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or
unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date,
in contract or in tort, in law or in equity, or pursuant to any other theory of law, whether arising
under any state or federal law or regulation of the United States of America or of any law or
regulation in any other jurisdiction. For the avoidance of doubt, “Cause of Action” includes: (a)
any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach
of duties imposed by law or in equity; (b) any claim based on or relating to, or in any manner
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arising from, in whole or in part, tort, breach of contract, breach of fiduciary duty, violation of
state or federal law or breach of any duty imposed by law or in equity, including securities laws,
negligence, and gross negligence; (c) the right to object to Claims or Interests; (d) any Claim
pursuant to section 362 or chapter 5 of the Bankruptcy Code; (e) any claim or defense, including
fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy
Code; (f) any state or foreign law fraudulent transfer or similar claim; and (g) any other Avoidance
Action.
41. “Certificate” means any instrument evidencing a Claim or Interest.
42. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, any
case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court
and (b) when used with reference to all Debtors, any procedurally consolidated chapter 11 cases
pending for the Debtors in the Bankruptcy Court.
43. “Claim” means a claim, as defined in section 101(5) of the Bankruptcy Code.
44. “Claims and Noticing Agent” means Kroll Restructuring Administration LLC, in
its capacity as noticing, claims, and solicitation agent for the Debtors, pursuant to an order of the
Bankruptcy Court.
45. “Claims Register” means the official register of Claims and Interests in the Debtors
maintained by the Claims and Noticing Agent.
46. “Class” means a class of Claims or Interests, as set forth in Article III hereof
pursuant to section 1122(a) of the Bankruptcy Code.
47. “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic Case
Filing system.
48. “Combined Hearing” means the hearing(s) before the Bankruptcy Court, pursuant
to Bankruptcy Rule 3020(b)(2) and sections 1125, 1128 and 1129 of the Bankruptcy Code at which
the Debtors seek entry of the Combined Order.
49. “Combined Order” means the order of the Bankruptcy Court confirming this Plan
pursuant to section 1129 of the Bankruptcy Code, approving the Disclosure Statement pursuant to
section 1125 of the Bankruptcy Code, and approving the Backstop Agreement, including the
Backstop Fee.
50. “Company” means Intrum AB (publ), a public limited liability company registered
under the laws of Sweden with registration number 556607-7581.
51. “Confirmation” means entry of the Combined Order on the docket of the Chapter
11 Cases.
52. “Confirmation Date” means the date on which the Bankruptcy Court enters the
Combined Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules
5003 and 9021.
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53. “Consent Fee Eligible Consenting Eurobond Noteholder” means a Consenting
Noteholder holding Locked-Up Notes Debt comprising Eurobonds that is or becomes a party to
the Lock-Up Agreement as a Consenting Noteholder prior to the Consent Fee Deadline (as defined
in the Lock-Up Agreement) and remains a Consenting Creditor on, and has not materially breached
the Lock-Up Agreement prior to, the Effective Date.
54. “Consent Fee Eligible Participating Lender” means: (i) each Original Participating
Lender; and (ii) each Participating Lender (other than an Original Participating Lender) who
becomes an Additional Participating Lender on or before the Lock-Up Deadline (as defined in the
Lock-Up Agreement), and remains a Participating Lender on, and has not materially breached the
Lock-Up Agreement prior to, the Effective Date.
55. “Consenting Creditor” means, notwithstanding that any such Consenting Creditor
may be an Abstaining Creditor, a Consenting Noteholder or a Participating Lender, as the context
requires.
56. “Consenting Noteholders” means (i) the Original Consenting Noteholders; (ii) any
Holder of Notes Claims which has become an Additional Consenting Noteholder in accordance
with the Lock-Up Agreement, in each case in respect of its Locked-Up Notes Debt unless, in each
case, it has ceased to be a Consenting Noteholder in accordance with the Lock-Up Agreement.
57. “Consummation” means the occurrence of the Effective Date.
58. “Core Noteholder Group” means the Notes Ad Hoc Group and each other Original
Consenting Noteholder identified as a member of the Core Noteholder Group in its signature page
to the Lock-Up Agreement.
59. “Covered Entities” has the meaning ascribed to it in Article VIII.E.
60. “Covered Matters” has the meaning ascribed to in Article VIII.E.
61. “Cure” means the payment of a Claim (unless waived or modified by the applicable
counterparty) based upon a Debtor’s defaults under an Executory Contract or an Unexpired Lease
assumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is not
required to be cured pursuant to section 365(b)(2) of the Bankruptcy Code.
62. “Cure Amount” means as applicable, (i) the payment of Cash by the Debtor, or the
Distribution of other property (as the parties may agree or the Bankruptcy Court may order), as
necessary to (a) Cure a monetary default by the Debtor in accordance with the terms of an
Executory Contract or Unexpired Lease and (b) permit the Debtor to assume such Executory
Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code or (ii) the payment
of Cash by the Debtor in an amount required by section 1124(2) of the Bankruptcy Code to
Reinstate a Claim.
63. “Debtor” or “Debtors” has the meaning provided in the preamble of this Plan.
64. “Debtor Release” means the releases by the Debtors set forth in Article VIII.C
herein.
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65. “Definitive Documents” means the definitive documents and agreements governing
the Restructuring Transactions (including any related orders, agreements, instruments, schedules,
or exhibits) that are contemplated by and referenced in the Plan (as amended, modified, or
supplemented from time to time), including: (i) the Lock-Up Agreement (and all exhibits and other
documents and instruments related thereto); (ii) the Financing Order; (iii) the Plan and the Plan
Supplement (and all exhibits and other documents and instruments related thereto and included
therein); (iv) the Disclosure Statement and the Solicitation Materials; (v) the Combined Order; (vi)
the Scheduling Order; (vii) the First Day Pleadings and the First Day Orders; (viii) the Transaction
Documents; (ix) any other document or agreement necessary or advisable to be entered into,
adopted, or filed to implement the Restructuring Transactions; and (x) any motion, brief, or
pleading filed by the Debtors or by any Company Affiliate or its “foreign representative” (or
equivalent, as applicable) in these Chapter 11 Cases, the Swedish Company Reorganisation
Process, or any related proceeding, including any motion, brief, or pleading seeking approval or
confirmation of any of the foregoing Definitive Documents, which shall in each case, (a) be subject
to the consent rights as set forth in the Lock-Up Agreement and (b) be in an agreed form as set
forth in the Lock-Up Agreement.
66. “Disclosure Statement” means the Disclosure Statement relating to this Plan, dated
as of October 17, 2024, as may be amended, supplemented, or modified from time to time,
including all exhibits and schedules thereto and references therein that relate to the Plan, that is
prepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules, and any
other applicable law.
67. “Disputed” means a Claim or an Interest or any portion thereof: (a) that is not
Allowed; (b) that is not disallowed under the Plan, the Bankruptcy Code, or a Final Order, as
applicable; and (c) with respect to which a party in interest has Filed a Proof of Claim or otherwise
made a written request to a Debtor for payment, without any further notice to or action, order, or
approval of the Bankruptcy Court.
68. “Distribution” means a distribution made or facilitated by a Distribution Agent
pursuant to the Plan.
69. “Distribution Agent” means, as applicable, the Reorganized Debtors or any Entity
the Reorganized Debtors select to make or to facilitate Distributions in accordance with the Plan.
70. “Distribution Date” means, except as otherwise set forth herein, the date or dates
determined by the Debtors or the Reorganized Debtors, on or after the Effective Date, upon which
the Distribution Agent shall make Distributions to Holders of Allowed Claims entitled to receive
Distributions under the Plan.
71. “Early Bird Consent Fee Deadline” means 11:59 pm (London time) on September
2, 2024 or such later date as may be agreed to in writing pursuant to the terms of the Lock-Up
Agreement.
72. “Early Bird Eligible Consenting Eurobond Noteholder” means a Consenting
Noteholder holding Locked-Up Notes Debt comprising Eurobonds that is or becomes a party to
the Lock-Up Agreement as a Consenting Noteholder prior to the Early Bird Consent Fee Deadline
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and remains a Consenting Noteholder on, and has not materially breached the Lock-Up Agreement
prior to, the Effective Date.
73. “Early Bird Eurobond Consent Fee” means in respect of an Early Bird Eligible
Consenting Eurobond Noteholder, an early bird consent fee equal to a further 0.5% of the
aggregate principal amount of its Locked-Up Debt (as defined in the Lock-Up Agreement)
comprising Eurobonds as of the Early Bird Consent Fee Deadline and described in further detail
in the Lock-Up Agreement.
74. “Effective Date” means the date that is the first Business Day after the Confirmation
Date on which all conditions precedent to the occurrence of the Effective Date set forth in Article
IX.A of the Plan have been satisfied or waived in accordance with Article IX.B of the Plan.
75. "Effective Date Failed CP Notice" means a notice delivered after the Long-Stop
Time by the Majority Core Noteholder Group or the Majority Participating Lenders (in each case,
acting reasonably) stating in writing that a condition precedent to the occurrence of the Effective
Date set forth in Article IX.A of the Plan cannot be satisfied by September 30, 2025 in a manner
reasonably acceptable to the party delivering such notice and that they will not waive such
condition precedent.
76. “Enhanced Majority MTN Consent Fee” means, in respect of a Participating MTN
Holder, a consent fee in respect of each relevant MTN Issuance in which it holds Notes, equal to
0.25% of the aggregate principal amount of its Notes Claims in that MTN Issuance.
77. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.
78. “Estate” means the estate of any Debtor created under sections 301 and 541 of the
Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.
79. “Eurobond Consent Fee” means in respect of a Consent Fee Eligible Consenting
Eurobond Noteholder, a consent fee equal to 0.5% of the aggregate principal amount of its Locked-
Up Notes Debt comprising Eurobonds as of the Noteholder Record Date and described in further
detail in the Lock-Up Agreement.
80. “Eurobond Trustee” means Citibank, N.A., London Branch.
81. “Eurobonds” means (a) the 2025 Eurobonds; (b) 2026 Eurobonds; (c) the 2027
Eurobonds; (d) the 2028 Eurobonds; and (e) the PPNs.
82. “Exchange Notes” means the new secured notes to be issued by HoldCo (or such
other Entity as may be agreed between the Company, the Majority Participating Lenders and the
Majority Core Noteholder Group) under the Exchange Notes Indenture pursuant to the Plan
consistent with the terms as set forth in the Plan Supplement and the Lock-Up Agreement.
83. “Exchange Notes Indenture” means that certain indenture which shall govern the
Exchange Notes.
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84. “Exculpated Party” means, collectively, and in each case in its capacity as such
and, in each case, to the maximum extent permitted by law, the Debtors.
85. “Exculpation” means the exculpation provision set forth in Article VIII.E hereof.
86. “Executory Contract” means a contract or lease to which one or more of the Debtors
is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.
87. “Existing Equity Interests” means any issued, unissued, authorized, or outstanding
ordinary shares or shares of common stock, preferred stock, or other instrument evidencing an
ownership interest in Intrum AB, whether or not transferable, together with any warrants, equitybased
awards, or contractual rights to purchase or acquire such interests at any time and all rights
arising with respect thereto that existed immediately before the Effective Date.
88. “Facility Agreement” means the revolving facility agreement originally dated 6
December 2019 between, among others, the Company, Lock TopCo AS, a private limited liability
company (aksjeselskap) registered under the laws of Norway with registration number 913 852
508, the Security Agent and Swedbank AB (Publ) as facility agent (as amended, amended and
restated, modified or supplemented from time to time, including by an amendment and restatement
deed dated 7 December 2020, and including all exhibits and other documents and instruments
related thereto).
89. “Facility Agreement Amendments Documents” means the SSRCF Credit
Agreement and any and all documents (other than the Notes Amendments Documents, the New
Money Documents and the Restructuring Documents (as defined in the Lock-Up Agreement)
except with respect to the Intercreditor Agreement and New Security Documents, which shall, for
the avoidance of doubt, each be a Facility Agreement Amendments Document) required to effect
the amendment of the Facility Agreement in accordance with the Lock-Up Agreement.
90. “Facility Agreement Documents” means, collectively, the Facility Agreement and
all other agreements, documents, and instruments delivered or entered into in connection
therewith.
91. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with
the Bankruptcy Court or, with respect to the filing of a Proof of Claim, the Claims and Noticing
Agent or the Bankruptcy Court.
92. “Final Decree” means the decree contemplated under Bankruptcy Rule 3022.
93. “Final Order” means an order of the Bankruptcy Court or other court of competent
jurisdiction with respect to the relevant subject matter that has not been reversed, modified or
amended, that is not stayed, and as to which the time to appeal, seek certiorari, or move for new
trial, reargument, or rehearing has expired and no appeal, petition for certiorari, or proceeding for
a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been
taken or any petition for certiorari that has been or may be Filed has been withdrawn with
prejudice, resolved by the highest court to which the order could be appealed or from which
certiorari could be sought, or the new trial, reargument or rehearing shall have been denied,
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resulted in no modification of such order or has otherwise been dismissed with prejudice; provided,
that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any
analogous rule under the Bankruptcy Rules, may be filed with respect to such order will not
preclude such order from being a Final Order.
94. “Financing Order” means the Interim Order (I) Authorizing Postpetition Use of
Cash Collateral, (II) Granting Adequate Protection and (III) Scheduling a Final Hearing Pursuant
to Bankruptcy Rule 4001(b) or the Final Order (I) Authorizing Postpetition Use of Cash Collateral,
(II) Granting Adequate Protection and (III) Scheduling a Final Hearing Pursuant to Bankruptcy
Rule 4001(b).
95. “First Day Orders” means any interim or Final Order of the Bankruptcy Court
granting the relief requested in the First Day Pleadings (as may be amended, supplemented or
modified from time to time).
96. “First Day Pleadings” means all motions, applications, notices or other pleadings
that the Debtors File or propose to File in connection with the commencement of the Chapter 11
Cases and all orders sought thereby (any of the foregoing as amended, supplemented or modified
from time to time), including the proposed First Day Orders.
97. “General Unsecured Claim” means any Claim that is not a Secured Claim, other
than (a) Administrative Claims, (b) Priority Tax Claims, (c) Other Priority Claims, or (d) Notes
Claims.
98. “Governmental Unit” has the meaning set forth in section 101(27) of the
Bankruptcy Code.
99. “HoldCo” means Intrum Investments and Financing AB, a company registered
under the laws of Sweden with registration number 559481-4906.
100. “Holder” means any Entity that is the record or beneficial owner of any Claim or
Interest, including any nominees, investment managers, investment advisors, sub-advisors, or
managers of funds or discretionary accounts that hold, or trustees of trusts that hold, any Claim or
Interest.
101. “Holding Period Trust” means a trust to be established on customary terms for a
fixed period of twelve months following the Effective Date to hold certain Distributions in
accordance with the Lock-Up Agreement.
102. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims
or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.
103. “Indemnification Provisions” means each of the Debtors’ indemnification
provisions currently in place, whether in the Debtors’ bylaws, certificates of incorporation, other
formation documents, board resolutions, indemnification agreements, employment agreements,
engagement letters, or other contracts, for the current and former directors, officers, managers,
employees, attorneys, other professionals, and agents of the Debtors and such current and former
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directors’, officers’, managers’, employees’, attorneys’, other professionals’, and agents’
respective Affiliates.
104. “Insurance Policies” means all insurance policies issued or providing coverage at
any time to any of the Debtors or any of their predecessors and all agreements, documents, letters
of indemnity, or instruments relating thereto.
105. “Insurer” means any company or other entity that has issued or entered into an
Insurance Policy, any third-party administrator, and any respective predecessors or affiliates
thereof.
106. “Intercompany Claim” means any Claim against a Debtor held by another Debtor
or a member of the Intrum Group.
107. “Intercompany Interest” means an Interest in a Debtor held by another Debtor.
108. “Intercreditor Agreement” means the intercreditor agreement, originally dated June
26, 2017 between, amongst others, the Company and the Security Agent (as amended,
supplemented, or restated from time to time, including by amendment agreement dated January
15, 2020).
109. “Interest” means the common stock, preferred stock, limited liability company
interests, and any other equity, ownership, or profits interests of any Debtor, including, without
limitation, options, warrants, rights, or other securities or agreements to acquire the common stock,
preferred stock, limited liability company interests, or other equity, ownership, or profits interests
of any Debtor (whether or not arising under or in connection with any employment agreement).
110. “Intrum Group” means Intrum AB, its subsidiaries, and the other entities controlled
by Intrum AB or its subsidiaries.
111. “Law” means any federal, state, local, or foreign law (including common law),
statute, code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validly
adopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction
(including the Bankruptcy Court).
112. “Lender Record Date” has the meaning set forth in the Lock-Up Agreement.
113. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code.
114. “Lock-Up Agreement” means that certain Lock-Up Agreement, a redacted version
of which is attached as Exhibit B to the Disclosure Statement dated July 10, 2024, by and among
the Company and the Consenting Creditors and the other parties who signed the signature pages
thereto, including all exhibits and attachments thereto, as amended pursuant to an amendment and
restatement agreement dated August 15, 2024, as may be further amended, restated, amended and
restated, modified, or supplemented from time to time in accordance with the terms thereof.
115. “Locked-Up Facility Agreements Debt” means, in relation to:
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(a) an Original Participating Lender, the amount of RCF Claims held by that Participating
Lender from time to time, including: (i) the amount of RCF Claims stated in the most
recent Confidential Annexure (as defined in the Lock-Up Agreement) delivered by that
Original Participating Lender to the Information Agent (as defined in the Lock-Up
Agreement) in accordance with the Lock-Up Agreement or, if the Original
Participating Lender has not delivered a Confidential Annexure (as defined in the Lock-
Up Agreement) to the Information Agent (as defined in the Lock-Up Agreement), the
amount of RCF Claims stated in Schedule 1 (Original Participating Lenders) of the
LUA Amendment and Restatement Agreement to the Lock-Up Agreement, plus (ii)
any accrued and unpaid interest (including any default interest) thereon, plus (iii) the
principal amounts of any other RCF Claims plus any accrued and unpaid interest
(including any default interest) transferred to it after the Second Effective Date (as
defined in the Lock-Up Agreement), plus (iv) all additional RCF Claims that become
locked-up pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not already
reflected in Schedule 1 of the LUA Amendment and Restatement Agreement or such
Original Participating Lender’s most recent Confidential Annexure (if any); and
(b) a Participating Lender other than an Original Participating Lender, the amount of RCF
Claims held by that Participating Lender from time to time, including: (i) the amount
of RCF Claims stated in the most recent Confidential Annexure (as defined in the Lock-
Up Agreement) delivered by that Participating Lender to the Information Agent (as
defined in the Lock-Up Agreement) in accordance with the Lock-Up Agreement, plus
(ii) any accrued and unpaid interest (including any default interest) thereon, plus (iii)
the principal amounts of any other RCF Claims plus any accrued and unpaid interest
(including any default interest) transferred to it after the date on which it acceded to the
Lock-Up Agreement, plus (iv) all additional RCF Claims that becomes locked-up
pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not already reflected
in such Participating Lender's most recent Confidential Annexure (as defined in the
Lock-Up Agreement)).
116. “Locked-Up Notes Debt” means in relation to each Consenting Noteholder, the
amount of Notes Claims held by that Consenting Noteholder from time to time, including: (a) the
amount of Notes Claims stated in its signature pages to the Lock-Up Agreement plus any accrued
and unpaid interest (including any default interest) thereon and the principal amounts of any other
Notes Claims transferred to it after the First Effective Date (as defined in the Lock-Up Agreement),
in each case excluding any Notes Claims held by it as a broker-dealer in its capacity as a Qualified
Market-maker (as defined in the Lock-Up Agreement); and (b) all additional Notes Claims that
have become locked-up pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not
already reflected in such Holder’s signature pages to the Lock-Up Agreement), in each case to the
extent not reduced or transferred by such Consenting Noteholder under and in accordance with the
Lock-Up Agreement.
117. “Long-Stop Time” means (a) 11:59 p.m. (London time) on March 31, 2025, or (b)
(i) if a Compromise Process (as defined in the Lock-Up Agreement) has been Launched (as defined
in the Lock-Up Agreement) and remains ongoing as at March 31, 2025, 11:59 p.m. (London time)
on May 31, 2025 or (ii) otherwise, such later date and time as may be extended in writing (whether
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pursuant to a single extension or multiple extensions) with the agreement of each of the Company
and the Majority Consenting Creditors; provided that such date shall not be extended beyond May
31, 2025 without the prior written consent of all Consenting Creditors.
118. “LUA Amendment and Restatement Agreement” means the amendment and
restatement agreement to the Lock-Up Agreement dated 15 August 2024 between the Company,
the Information Agent (as defined therein), and certain other parties thereto.
119. “LUA Compliance Certificate” means a certificate signed by an officer of the
Company and dated not more than 10 days before the Effective Date confirming that the Company
has continued to comply with each of the restrictions and covenants set out in the Lock-Up
Agreement (as they apply to the Company and to the Company’s obligations to procure
compliance by each other member of the Group (as defined in the Lock-Up Agreement) with any
such restrictions and covenants) in all material respects since the termination of the Lock-Up
Agreement or where the Company failed to comply with any such restriction or covenant (or such
obligation to procure) set out in the Lock-Up Agreement in any material respect and where failure
to comply was capable of remedy, such failure to comply was remedied within five (5) Business
Days of the date on which the Company became aware of the failure to comply or the Majority
Core Noteholder Group or the Majority Participating Lenders delivered a notice to the Company
alleging failure to comply, as if the Lock-Up Agreement were still in full force and effect.
120. “Majority Consenting Creditors” means: (a) the Majority Consenting Noteholders
and (b) the Majority Participating Lenders.
121. “Majority Consenting Noteholders” means Consenting Noteholders whose
Locked-Up Notes Debt represents at least 50% by value of the aggregate Locked-Up Notes Debt
held by all Consenting Noteholders at the relevant time.
122. “Majority Core Noteholder Group” means one or more members of the Core
Noteholder Group whose principal amount outstanding of Locked-Up Notes Debt represents more
than 50% by value of the aggregate Locked-Up Notes Debt of all members of the Core Noteholder
Group at the relevant time.
123. “Majority Participating Lenders” means the Participating Lenders whose Locked-
Up Facility Agreements Debt represents at least 66⅔% by value of the aggregate Locked-Up
Facility Agreement Debt of all Participating Lenders, at the relevant time.
124. “MTN Agent” means Nordic Trustee & Agency AB (publ).
125. “MTN Terms and Conditions” means the terms and conditions governing each
MTN Issuance including, for the avoidance of doubt, any final terms.
126. “MTNs” means, collectively: (a) the 2025 MTNs and (b) the 2026 MTNs and each
of the notes referred to in the foregoing clauses (a) and (b) above shall be referred to individually
as an “MTN Issuance”.
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127. “New Money Documents” means any and all documents (other than the Facility
Agreement Amendments Documents, the Notes Amendments Documents, and the Restructuring
Documents) required to effect the issuance of the New Money Notes in accordance with, and in
terms consistent with, the Lock-Up Agreement, the Agreed Steps Plan, and the Restructuring
Implementation Deed, which the Debtors and the Consenting Creditors anticipate will include,
without limitation: (a) the New Money Notes Indenture; (b) the New Money Notes Purchase
Agreement; and (c) the escrow agreement relating to the New Money Notes.
128. “New Money Notes” means the notes to be issued under and governed by the New
Money Notes Indenture.
129. “New Money Notes Indenture” means the indenture to be entered into relating to
the New Money Notes between, among others, the issuer of the New Money Notes, the guarantors
party thereto, the trustee and the security agent thereto.
130. “New Money Notes Purchase Agreement” means the note purchase agreement to
be entered into between, among others, the issuer of the New Money Notes, the guarantors party
thereto and each purchaser of New Money Notes party thereto.
131. “New Security Documents” means each document governing security to be granted
in accordance with the SSRCF Credit Agreement, New Money Notes Indenture, the Exchange
Notes Indenture, the Amended and Restated Senior Secured Term Loan Credit Agreement, the
Restructuring Implementation Deed, and the Agreed Steps Plan.
132. “Nominee” means, with respect to each Consenting Creditor and, for the purposes
of the Backstop Agreement, each Backstop Provider, its (i) Affiliates, Related Funds (as defined
in the Lock-Up Agreement), branches, or controlled co-investment vehicles or (ii) any other related
person approved by the Company (acting reasonably and in good faith) to receive any of its
entitlements or rights and obligations pursuant to the Restructuring Transactions to the fullest
extent permitted by applicable law; provided that each such Consenting Creditor (or Backstop
Provider, as the case may be) still remains and shall remain liable and responsible for the
performance of all obligations assumed by any such person on its behalf and non-performance by
any such person of any obligations of a Consenting Creditor shall not relieve such Consenting
Creditor from its obligations under the Lock-Up Agreement.
133. “Noteholder Ordinary Shares” means new equity to be issued by the Company,
being, as of the Effective Date, 10% of the ordinary shares in the capital of the Company on a fully
diluted basis, on the terms set out more fully in the Lock-Up Agreement, the. Restructuring
Implementation Deed, and the Agreed Steps Plan.
134. “Noteholder Record Date” means such date and time as shall be agreed between
the Company and the Majority Core Noteholder Group (each using their reasonable endeavors to
ensure the date and time is agreed not less than ten (10) Business Days prior to such date and time).
135. “Notes” means: (a) the Eurobonds and (b) the MTNs, in each case which remain
outstanding as of the Petition Date.
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136. “Notes Ad Hoc Group” has the meaning set forth in the Lock-Up Agreement.
137. “Notes Ad Hoc Group Advisors” means the Notes Ad Hoc Group Counsel and the
Notes Ad Hoc Group Financial Advisors.
138. “Notes Ad Hoc Group Counsel” means Latham & Watkins LLP and Latham &
Watkins (London) LLP, and Advokatfirmaet Schjødt AS, filial or any of their respective affiliates,
local bankruptcy counsel to the Notes Ad Hoc Group, other local counsel or conflicts counsel
retained by the Notes Ad Hoc Group, or any of their respective affiliates, or partnerships, as legal
counsel to the Notes Ad Hoc Group.
139. “Notes Ad Hoc Group Financial Advisors” means PJT Partners (UK) Limited or
any successor financial advisor to the Notes Ad Hoc Group.
140. “Notes Amendments Documents” means any and all documents, agreements and
instruments (other than the Facility Agreement Amendments Documents and the New Money
Documents), including the Exchange Notes Indenture, required to propose, implement and
consummate the exchange of the Notes in accordance with the Lock-Up Agreement, the Agreed
Steps Plan, and the Restructuring Implementation Deed.
141. “Notes Claims” means Claims on account of the Notes.2
142. “Notes Trustees” means the Eurobond Trustee, the PPN Trustee and the MTN
Agent (if any).
143. “Original Consenting Noteholders” means each Noteholder (as defined in the
Lock-Up Agreement) identified in the signature pages to the Lock-Up Agreement.
144. “Original Participating Lender” has the meaning ascribed to such term in the Lock-
Up Agreement.
145. “Other Priority Claim” means any Claim other than an Administrative Claim or a
Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy
Code.
146. “Other Secured Claim” means any Secured Claim against the Debtors other than
the RCF Claims and the Senior Secured Term Loan Claims.
147. “Participating Eurobond Holder” means a Holder of Participating Eurobonds.
148. “Participating Eurobonds” means the outstanding Eurobonds.
149. “Participating Lender” means the Original Participating Lenders and the
Additional Participating Lenders.
2 For the avoidance of doubt, no Restructuring Expenses shall be deemed Notes Claims.
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150. “Participating MTN Holder” means a Holder of Participating MTNs.
151. “Participating MTNs” means the outstanding 2025 MTNs and 2026 MTNs.
152. “Participating Notes Claim” means Claims held by Participating Eurobond Holders
and Participating MTN Holders.
153. “Person” has the meaning set forth in section 101(41) of the Bankruptcy Code.
154. “Petition Date” means the date on which the Debtors commence the Chapter 11
Cases.
155. “Plan” means this chapter 11 plan, as altered, amended, modified, or supplemented
from time to time in accordance with the terms hereof, including the Plan Supplement and all
exhibits, supplements, appendices, and schedules.
156. “Plan Supplement” means any supplemental appendix to the Plan, containing
certain documents and forms of documents, schedules, and exhibits relevant to the implementation
of the Plan, as may be amended, modified or supplemented from time to time in accordance with
the terms of the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed, the
Bankruptcy Code, and the Bankruptcy Rules. The Plan Supplement shall be Filed with the
Bankruptcy Court at least seven (7) days prior to the deadline to object to Confirmation.
157. “PPN Trustee” means Citibank, N.A., London Branch.
158. “PPNs” means the Notes issued pursuant to the 2025 PPN Indenture.
159. “Prepetition Finance Documents” means the 2025 PPN Indenture, the Facility
Agreement, the 2025 Eurobond Indenture, the 2026 Eurobond Indenture, the 2027 Eurobond
Indenture, the 2028 Eurobond Indenture, and the MTN Terms and Conditions.
160. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind
specified in section 507(a)(8) of the Bankruptcy Code.
161. “pro rata” means, unless otherwise specified, the proportion that an Allowed Claim
or an Allowed Interest in a particular Class bears to the aggregate amount of Allowed Claims or
Allowed Interests in that Class.
162. “Professional” means an Entity: (a) employed in the Chapter 11 Cases pursuant to
a Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to be
compensated for services rendered prior to or on the Effective Date pursuant to sections 327, 328,
329, 330, and 331 of the Bankruptcy Code; or (b) for which compensation and reimbursement has
been Allowed by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.
163. “Professional Fee Amount” means the aggregate amount of Professional Fee
Claims and other unpaid fees and expenses the Professionals estimate they have incurred or will
incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates
Professionals shall deliver to the Debtors as set forth in Article II.B of the Plan.
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164. “Professional Fee Claim” means any Administrative Claim for the compensation
of Professionals and the reimbursement of expenses incurred by such Professionals through and
including the Confirmation Date to the extent such fees and expenses have not been paid pursuant
to an order of the Bankruptcy Court. To the extent the Bankruptcy Court denies or reduces by a
Final Order any amount of a Professional’s requested fees and expenses, then the amount by which
such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim.
165. “Professional Fee Escrow Account” means an account funded by the Debtors with
Cash on the Effective Date in an amount equal to the Professional Fee Amount.
166. “Proof of Claim” means a proof of Claim against any of the Debtors Filed in the
Chapter 11 Cases.
167. “RCF Claims” mean any Claim against any Debtor derived from, based upon, or
arising under the Facility Agreement or the Facility Agreement Documents including, for the
avoidance of doubt, all Ancillary Facility Claims.3
168. “RCF Closing Fee” means, in respect of a Consent Fee Eligible Participating
Lender, a consent fee equal to 0.50% of its RCF commitments as of the Lender Record Date in
accordance with the Lock-Up Agreement and occurrence of the Effective Date.
169. “RCF Facility Agent” means the “Facility Agent” from time to time under, and as
defined in, the Facility Agreement.
170. “RCF Facility Agent Counsel” means the legal counsel engaged by the RCF
Facility Agent including, but not limited to, in connection with the negotiation and implementation
of the Restructuring (as defined in the Lock-Up Agreement) and the implementation of the Plan,
including, but not limited to, any local counsel or conflicts counsel retained by the RCF Facility
Agent in each applicable jurisdiction.
171. “RCF Forbearance Fee” means, in respect of a Consent Fee Eligible Participating
Lender, a consent fee equal to 0.50% of its RCF commitments as of the Implementation Milestone
1 Date (under, and as defined in, the Lock-Up Agreement) payable in accordance with the Lock-
Up Agreement.
172. “RCF Lock-Up Fee” means, in respect of a Consent Fee Eligible Participating
Lender, a consent fee equal to 0.50% of its RCF commitments as of the Lender Record Date
payable in accordance with the Lock-Up Agreement and subject to the occurrence of the Effective
Date.
173. “RCF SteerCo Group” has the meaning set forth in the Lock-Up Agreement.
174. “Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims and
Interests, that the Claim or Interest shall be rendered Unimpaired in accordance with section 1124
of the Bankruptcy Code.
3 For the avoidance of doubt, no Restructuring Expenses shall be deemed RCF Claims.
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175. “Rejected Executory Contract and Unexpired Lease List” means the list, as
determined by the Debtors or the Reorganized Debtors, as applicable, of Executory Contracts and
Unexpired Leases that will be rejected by the Reorganized Debtors pursuant to the Plan, which list
shall be included in the Plan Supplement.
176. “Related Party” means, each of, and in each case in its capacity as such, current
and former directors, managers, officers, control persons, investment committee members,
members of any governing body, equity holders (regardless of whether such interests are held
directly or indirectly), interest holders, affiliated investment funds or investment vehicles,
managed accounts, or funds (including any beneficial holder for the account of whom such funds
are managed), predecessors, participants, successors, assigns, subsidiaries, partners, limited
partners, general partners, principals, members, employees, agents, advisory board members,
financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and
other professionals and advisors (including any attorneys or professionals retained by any current
or former director or manager of a Debtor in his or her capacity as director or manager as a Debtor),
each in their capacity as such.
177. “Released Party” means, collectively, and in each case in its capacity as such: (a)
each Debtor; (b) each Reorganized Debtor; (c) each Consenting Creditor; (d) each member of the
Core Noteholder Group; (e) each member of the RCF SteerCo Group; (f) the Notes Ad Hoc group
and its members; (g) each Agent; (h) each Notes Trustee; (i) Holders of Claims other than General
Unsecured Claims; (j) each current and former wholly-owned Affiliate (other than Holders of
Interests in the Debtors or the Reorganized Debtors, solely in their capacity as such) of each Entity
in clause (a) through the following clause (k); and (k) each Related Party (other than Holders of
Interests in the Debtors or the Reorganized Debtors, solely in their capacity as such) of each Entity
in clauses (a) through this clause (i); provided that, in each case, an Entity shall not be a Released
Party if it (x) timely elects to opt out of the releases contained in Article VIII hereof in accordance
with the Solicitation Materials provided to such party and the Scheduling Order; or (y) timely
objects to the releases contained in Article VIII hereof and such objection is not resolved before
Confirmation; provided, further, that for the avoidance of doubt, any opt-out election made by a
Consenting Creditor shall be void ab initio.
178. “Releasing Parties” means, collectively, and in each case in its capacity as such:
(a) each Debtor; (b) each Reorganized Debtor; (c) each Consenting Creditor; (d) each member of
the Core Noteholder Group; (e) each member of the RCF SteerCo Group; (f) the Notes Ad Hoc
Group and each of its members; (g) each Agent; (h) each Notes Trustee; (i) Holders of Claims
other than General Unsecured Claims; (j) each current and former wholly-owned Affiliate (other
than Holders of Interests in the Debtors or the Reorganized Debtors, solely in their capacity as
such) of each Entity in clause (a) through the following clause (k); and (k) each Related Party
(other than Holders of Interests in the Debtors or the Reorganized Debtors, solely in their capacity
as such) of each Entity in clauses (a) through this clause (i); provided that, in each case, an Entity
shall not be a Releasing Party if it (x) timely elects to opt out of the releases contained in Article
VIII hereof in accordance with the Solicitation Materials provided to such party and the Scheduling
Order; or (y) timely objects to the releases contained in Article VIII hereof and such objection is
not resolved before Confirmation.
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179. “Reorganized Debtor” means a Debtor, or any successor or assign thereto, by
merger, amalgamation, consolidation, or otherwise, on and after the Effective Date.
180. “Restructuring Expenses” means all reasonably incurred, documented and invoiced
and outstanding fees, costs and expenses of the Security Agent Counsel, the Notes Ad Hoc Group
Advisors, the RCF Facility Agent Counsel, the Senior Secured Term Loan Lender Counsel, and
the SteerCo Advisors accrued since the inception of their respective engagements (whether
invoiced to the Company directly or, in the case of the SteerCo Advisors, via a member of the RCF
SteerCo Group and in the case of the RCF Facility Agent Counsel and the Security Agent Counsel,
via the RCF Facility Agent or the Security Agent (respectively)).
181. “Restructuring Implementation Deed” means the implementation deed setting out
the steps to implement the Plan as agreed to by the Majority Core Noteholder Group and the
Majority Participating Lenders in accordance with the Lock-Up Agreement.
182. “Restructuring Transactions” means the mergers, amalgamations, consolidations,
arrangements, continuances, restructurings, transfers, conversions, dispositions, liquidations,
formations, dissolutions or other corporate transactions described in, approved by, contemplated
by, or undertaken to implement the Plan, including those transactions described in Article IV.B.
183. “Rights Offering” means the rights offering of the New Money Notes on the terms
and conditions set forth in the Lock-Up Agreement and the Rights Offering Documents. The
Rights Offering will be backstopped by the Backstop Providers on the terms set forth in the
Backstop Agreement.
184. “Rights Offering Documents” means collectively the Backstop Agreement and any
and all other agreements, documents, and instruments delivered or entered into in connection with
the Rights Offering, including the Rights Offering Procedures.
185. “Rights Offering Procedures” means those certain rights offering procedures with
respect to the Rights Offering, which rights offering procedures shall be set forth in the Rights
Offering Documents.
186. “Schedule of Retained Causes of Action” means the schedule of Causes of Action
of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may
be amended, modified, or supplemented from time to time, which shall be included in the Plan
Supplement.
187. “Scheduling Order” means the order of the Bankruptcy Court setting the Combined
Hearing and approving the solicitation procedures with respect to the Solicitation Materials.
188. “Secured Claim” means a Claim: (a) secured by a Lien on property in which any of
the Debtors has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable
Law or by reason of a Bankruptcy Court order, or that is subject to a valid right of setoff pursuant
to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the
Debtors’ interest in such property or to the extent of the amount subject to setoff, as applicable, as
determined pursuant to section 506(a) of the Bankruptcy Code; or (b) otherwise Allowed pursuant
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to the Plan, or separate order of the Bankruptcy Court, as a secured claim. For the avoidance of
doubt, the RCF Claims and Senior Secured Term Loan Claims shall be Secured Claims.
189. “Securities Act” means the U.S. Securities Act of 1933, as amended.
190. “Security” has the meaning set forth in section 2(a)(1) of the Securities Act.
191. “Security Agent” means the “Security Agent” from time to time under, and as
defined in, the Intercreditor Agreement.
192. “Security Agent Counsel” means the legal counsel engaged by the Security Agent
including, but not limited to, in connection with the negotiation and implementation of the
Restructuring (as defined in the Lock-Up Agreement) and the implementation of the Plan including
but not limited to, any local counsel or conflicts counsel retained by the Security Agent in each
applicable jurisdiction.
193. “Senior Secured Term Loan” means the €100 million term loan facility made
available to the Company by Piraeus Bank S.A., Frankfurt Branch, pursuant to a term facility
agreement dated 10 November 2023.
194. “Senior Secured Term Loan Consent Letter” means the consent request letter
relating to the Senior Term Loan Agreement dated December 9, 2024, between the Company and
the Senior Secured Term Loan Lender.
195. “Senior Secured Term Loan Facility Agent” means Piraeus Bank S.A.
196. “Senior Secured Term Loan Claims” means claims related to the Senior Secured
Term Loan.
197. “Senior Secured Term Loan Lender” means a “Lender” under, and as defined in,
the Senior Secured Term Loan.
198. “Senior Secured Term Loan Lender Counsel” means Allen Overy Shearman
Sterling LLP (and its affiliates and associated firms), Advokatfirman RE:FI STHLM AB, in each
case acting in their capacity as legal counsel to the Senior Secured Term Loan Facility Agent.
199. “Simple Majority MTN Consent Fee” means, in respect of a Participating MTN
Holder in respect of each relevant MTN Issuance in which it holds Notes, a fee equal to 0.75% of
the aggregate principal amount of its Notes in that MTN Issuance.
200. “Solicitation Materials” means any materials used in connection with solicitation
of votes on the Plan, including the Disclosure Statement, and any procedures established by the
Bankruptcy Court with respect to solicitation of votes on the Plan and opting of the Third-Party
Release.
201. “SSRCF” means the credit facility provided for under the SSRCF Credit
Agreement.
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202. “SSRCF Credit Agreement” means the definitive credit agreement governing the
SSRCF, to be agreed in accordance with the Lock-Up Agreement and executed on or around the
Effective Date.
203. “SteerCo Advisors” means the SteerCo Counsel and the SteerCo Financial
Advisors.
204. “SteerCo Counsel” means Clifford Chance LLP (and its affiliated and associated
firms) and Roschier Advokatbyrå AB and any other local counsel or conflicts counsel retained by
the RCF SteerCo Group, in each case acting in their capacity as advisor to the RCF SteerCo Group.
205. “SteerCo Financial Advisors” means N.M. Rothschild & Sons Limited and Alvarez
& Marsal Nordics AB.
206. “Subscription Rights” means the rights provided to eligible record Holders of Notes
Claims consistent with the Lock-Up Agreement and the Rights Offering Documents to participate
in the Rights Offering.
207. “Swedish Company Reorganisation Process” means a Swedish company
reorganisation process (Sw. företagsrekonstruktion) of the Company under the Swedish Company
Reorganisation Act (Sw. lag (2022:964) om företagsrekonstruktion).
208. “Swedish Court” means the District Court of Stockholm (Sw. Stockholms tingsrätt)
(or any relevant court of appeal), contemplated to confirm the Swedish Reorganisation Plan.
209. “Swedish RP Certificate” means a certificate signed by an officer of the Company
and issued not earlier than May 15, 2025 confirming that: (1) the Company has (a) filed a request
for plan negotiations (including the Swedish Reorganisation Plan) in the Swedish Company
Reorganisation Process; (b) voting on the Swedish Reorganisation Plan has occurred; (c) creditors
have approved by no later than May 30, 2025 the Swedish Reorganisation Plan in the requisite
majorities required for the confirmation of the Swedish Reorganisation Process; and (d) there are
no events or circumstances (including but not limited to actual or potential appeals) existing which
would or could reasonably prevent the Swedish Reorganisation Plan from being approved by the
court by September 30, 2025, (2) the Plan has been confirmed pursuant to section 1129 of the
Bankruptcy Code (3) the Long-Stop Time is expected to occur prior to the Restructuring Effective
Date (as defined in the Lock-Up Agreement) due to delays as a result of (directly or indirectly) the
Swedish Reorganisation Process; (4) no event or circumstance has occurred which would or could
reasonably be expected to prevent the Restructuring (as defined in the Lock-Up Agreement) from
being implemented by September 30, 2025; and (5) a Material Adverse Event (as defined in the
Lock-Up Agreement) has not occurred, and the Company does not reasonably believe any such
Material Adverse Effect will occur before September 30, 2025.
210. “Swedish Reorganisation Plan” means the reorganisation plan to be filed with the
Swedish Court, to be approved by affected parties (or a sufficient majority of classes), and
ultimately confirmed by the Swedish Court as part of the Swedish Company Reorganisation
Process.
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211. “Swedish Reorganisation Plan Confirmation” means the decision by the Swedish
Court confirming the Swedish Reorganisation Plan, which confirmation shall be final and binding
(Sw. lagakraftvunnen).
212. “Third-Party Release” means the releases by Holders of Claims and Interests set
forth in Article VIII.D herein.
213. “Transaction Documents” means: (i) the Intercreditor Agreement, as amended,
restated, or replaced; (ii) the Facility Agreement Amendments Documents; (iii) the Notes
Amendments Documents; (iv) the New Money Documents; (v) the Exchange Notes Indenture;
(vi) the Amended Senior Secured Term Loan Credit Agreement; (vii) the Agreed Steps Plan; (viii)
the Restructuring Implementation Deed; (ix) the Rights Offering Documents; and (x) all
documents required to effectuate the Noteholder Ordinary Share issuance.
214. “Unexpired Lease” means a lease of nonresidential real property to which one or
more of the Debtors is a party that is subject to assumption or rejection under section 365 of the
Bankruptcy Code.
215. “Unimpaired” means a Class of Claims or Interests that is unimpaired within the
meaning of section 1124 of the Bankruptcy Code.
216. “U.S. Trustee” means the Office of the United States Trustee for the Southern
District of Texas.
B. Rules of Interpretation; Computation of Time
For purposes of the Plan: (a) in the appropriate context, each term, whether stated in the
singular or the plural, shall include both the singular and the plural, and pronouns stated in the
masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;
(b) unless otherwise specified, any reference herein to a contract, lease, instrument, release,
indenture, or other agreement or document being in a particular form or on particular terms and
conditions means that such document shall be substantially in such form or substantially on such
terms and conditions; (c) unless otherwise specified, any reference herein to an existing document,
schedule, or exhibit, shall mean such document, schedule, or exhibit, as it may have been or may
be amended, modified, or supplemented; (d) unless otherwise specified, where a document or
agreement referred to in this Plan is terminated on or before the Effective Date, a reference to such
document or agreement shall be a reference to the document or agreement as it stood immediately
prior to its termination; (e) unless otherwise specified, all references herein to “Articles” and
“Sections” are references to Articles and Sections, respectively, hereof or hereto; (f) the words
“herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to any particular portion
of the Plan; (g) captions and headings to Articles and Sections are inserted for convenience of
reference only and are not intended to be a part of or to affect the interpretation of the Plan; (h)
unless otherwise specified herein, the rules of construction set forth in section 102 of the
Bankruptcy Code shall apply; (i) any term used in capitalized form herein that is not otherwise
defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning
assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (j) references
to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket
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numbers under the Bankruptcy Court’s CM/ECF system; (k) all references to statutes, regulations,
orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to
the Chapter 11 Cases, unless otherwise stated; and (l) any immaterial effectuating provisions may
be interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent with
the overall purpose and intent of the Plan all without further notice to or action, order, or approval
of the Bankruptcy Court or any other Entity; provided, however, that no effectuating provision
shall be immaterial or deemed immaterial if it has any substantive legal or economic effect on any
party.
Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a)
shall apply in computing any period of time prescribed or allowed herein. If the date on which a
transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then
such transaction shall instead occur on the next succeeding Business Day.
C. Governing Law
Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy
Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New
York, without giving effect to the principles of conflict of laws, shall govern the rights, obligations,
construction, and implementation of the Plan, any agreements, documents, instruments, or
contracts executed or entered into in connection with the Plan (except as with respect to the
documents entered into to effect the Swedish Company Reorganisation Process, in which case
Swedish law shall control, or as otherwise set forth in those agreements, in which case the
governing law of such agreement shall control); provided, however, that corporate governance
matters relating to the Debtors or the Reorganized Debtors, as applicable, shall be governed by the
laws of the jurisdiction of incorporation or formation of the relevant Debtor or Reorganized
Debtor, as applicable.
D. Reference to Monetary Figures
All references in the Plan to monetary figures refer to currency of the United States of
America, unless otherwise expressly provided.
E. Reference to the Debtors or the Reorganized Debtors
Except as otherwise specifically provided in the Plan to the contrary, references in the Plan
to the Debtors or to the Reorganized Debtors mean the Debtors and the Reorganized Debtors to
the extent the context requires.
F. Consent and Consultation Rights
Notwithstanding anything in this Plan, the Disclosure Statement, or the Combined Order
to the contrary, any and all consent, consultation, and approval rights of the parties to the Lock-
Up Agreement and/or Restructuring Implementation Deed set forth therein with respect to the form
and substance of this Plan, any Definitive Document, any Transaction Document, all exhibits to
the Plan, Disclosure Statement, and the Plan Supplement, or any other document with respect to
the implementation of the Plan and the Restructuring Transactions, including any amendments,
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restatements, supplements, or other modifications to such agreements and documents, and any
consents, waivers, or other deviations under or from any such documents, shall be incorporated
herein by this reference (including with respect to the applicable definitions in Article I.A) and be
fully enforceable as if stated in full herein. Failure to reference in this Plan the rights referred to
in the immediately preceding sentence as such rights relate to any document referenced in the
Lock-Up Agreement and/or Restructuring Implementation Deed, as applicable, shall not impair
such rights and obligations. In case of a conflict between the consent rights of the parties to the
Lock-Up Agreement and/or Restructuring Implementation Deed that are set forth in the Lock-Up
Agreement and/or Restructuring Implementation Deed, as applicable, with those parties’ consent
rights that are set forth in the Plan, the Plan Supplement, the Disclosure Statement, or the
Combined Order, the consent rights in the Lock-Up Agreement and/or Restructuring
Implementation Deed shall control.
G. Controlling Document
In the event of an inconsistency between the Plan and the Disclosure Statement, the terms
of the Plan shall control in all respects. In the event of an inconsistency between the Plan and the
Plan Supplement, the terms of the relevant document in the Plan Supplement shall control (unless
stated otherwise in such Plan Supplement document or the Combined Order). In the event of any
inconsistency between the Plan, the Plan Supplement or the Disclosure Statement, on one hand,
and the Combined Order, the Combined Order shall control.
ARTICLE II
ADMINISTRATIVE AND PRIORITY CLAIMS
In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims,
Professional Fee Claims, and Priority Tax Claims have not been classified and thus are excluded
from the Classes of Claims set forth in Article III of the Plan.
A. Administrative Claims
Except with respect to Administrative Claims that are Professional Fee Claims or Backstop
Fees, unless otherwise agreed to by the Holder of an Allowed Administrative Claim and the
Debtors or the Reorganized Debtors, as applicable, each Holder of an Allowed Administrative
Claim (other than Holders of Professional Fee Claims and Claims for fees and expenses pursuant
to section 1930 of chapter 123 of title 28 of the United States Code) will receive in full and final
satisfaction of its Allowed Administrative Claim an amount of Cash equal to the amount of such
Allowed Administrative Claim in accordance with the following: (a) if an Administrative Claim
is Allowed on or prior to the Effective Date, on the Effective Date or as soon as reasonably
practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as
soon as reasonably practicable thereafter); (b) if such Administrative Claim is not Allowed as of
the Effective Date, no later than 30 days after the date on which an order Allowing such
Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; (c)
if such Allowed Administrative Claim is based on liabilities incurred by the Debtors in the ordinary
course of their business after the Petition Date in accordance with the terms and conditions of the
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particular transaction giving rise to such Allowed Administrative Claim without any further action
by the Holders of such Allowed Administrative Claim; (d) at such time and upon such terms as
may be agreed upon by such Holder and the Debtors or the Reorganized Debtors, as applicable; or
(e) at such time and upon such terms as set forth in an order of the Bankruptcy Court.
Except as otherwise provided in this Article II.A of the Plan, and except with respect to
Administrative Claims that are Professional Fee Claims or Backstop Fees requests for payment of
Administrative Claims must be Filed with the Bankruptcy Court and served on the Debtors
pursuant to the procedures specified in the Combined Order and the notice of entry of the
Combined Order no later than the Administrative Claims Bar Date. Holders of Administrative
Claims that are required to, but do not, File and serve a request for payment of such Administrative
Claims by such date shall be forever barred, estopped, and enjoined from asserting such
Administrative Claims against the Debtors, the Reorganized Debtors, or their property and such
Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such
requests, if any, must be Filed with the Bankruptcy Court and served on the Debtors and the
requesting party no later than 60 days after the Effective Date. Notwithstanding the foregoing, no
request for payment of an Administrative Claim need be Filed with the Bankruptcy Court with
respect to an Administrative Claim previously Allowed.
The Backstop Fee will be set off in full on the Effective Date against the Purchase Price
(as defined in the Backstop Agreement) payable by such Backstop Provider in respect of the New
Money Notes to be issued to such Backstop Provider. The Backstop Fee will otherwise be paid in
Cash to each Backstop Provider in accordance with the Backstop Agreement.
B. Professional Fee Claims
1. Professional Fee Claims
All applications for final allowance of Professional Fee Claims must be Filed and served
on the Reorganized Debtors and such other Entities who are designated in the Combined Order no
later than twenty-one (21) days after the Effective Date. The Professional Fee Claims owed to the
Professionals shall be paid in Cash to such Professionals from funds held in the Professional Fee
Escrow Account after such Claims are Allowed by a Final Order. After all Allowed Professional
Fee Claims have been paid in full, any excess amounts remaining in the Professional Fee Escrow
Account shall be returned to the Reorganized Debtors. To the extent that the funds held in the
Professional Fee Escrow Account are unable to satisfy the amount of Allowed Professional Fee
Claims owed to the Professionals, the Reorganized Debtors shall pay such amounts within ten (10)
Business Days of entry of the order approving such Professional Fee Claims.
Objections to any Professional Fee Claim must be Filed and served on the Reorganized
Debtors and the requesting Professional by no later than thirty (30) days after the Filing of the
applicable final application for payment of the Professional Fee Claim. Each Holder of an Allowed
Professional Fee Claim shall be paid in full in Cash by the Reorganized Debtors, including from
the Professional Fee Escrow Account, within five (5) Business Days after entry of the order
approving such Allowed Professional Fee Claim. The Reorganized Debtors shall not commingle
any funds contained in the Professional Fee Escrow Account and shall use such funds to pay only
the Professional Fee Claims, as and when Allowed by order of the Bankruptcy Court.
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Notwithstanding anything to the contrary contained in this Plan, the failure of the Professional Fee
Escrow Account to satisfy in full the Professional Fee Claims shall not, in any way, operate or be
construed as a cap or limitation on the amount of Professional Fee Claims due and payable by the
Debtors or the Reorganized Debtors.
2. Professional Fee Escrow Account
On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall
establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee
Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the benefit
of the Professionals. Such funds shall not be considered property of the Estates of the Debtors or
the Reorganized Debtors.
3. Professional Fee Escrow Amount
To receive payment for unbilled fees and expenses incurred through the Effective Date, the
Professionals shall estimate in good faith their Professional Fee Claims (taking into account any
retainers) prior to and as of the Effective Date and shall deliver such estimate to the Debtors at
least three (3) calendar days prior to the Confirmation Date. If a Professional does not provide
such estimate, the Reorganized Debtors may estimate the unbilled fees and expenses of such
Professional; provided that such estimate shall not be considered an admission or limitation with
respect to the fees and expenses of such Professional. The total amount so estimated as of the
Effective Date shall comprise the Professional Fee Amount.
4. Post-Confirmation Date Fees and Expenses
Upon the Confirmation Date, any requirement that Professionals comply with sections 327
through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services
rendered after such date shall terminate. Each Reorganized Debtor may employ and pay any post-
Effective Date fees and expenses of any professional, including any Professional, in the ordinary
course of business without any further notice to or action, order, or approval of the Bankruptcy
Court, including with respect to any transaction, reorganization, or success fees payable by virtue
of Consummation of this Plan.
C. Priority Tax Claims
Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less
favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in
exchange for each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim
shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy
Code and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest
on such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and
1129(a)(9)(C) of the Bankruptcy Code.
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D. Restructuring Expenses
The Restructuring Expenses incurred, or estimated to be incurred, up to and including the
Effective Date (or, with respect to necessary post-Effective Date activities, after the Effective
Date), shall be paid in full in Cash on the Effective Date (to the extent not previously paid during
the course of the Chapter 11 Cases) in accordance with, and subject to, the terms of the Lock-Up
Agreement and the Restructuring Implementation Deed, without any requirement (i) to File a fee
application with the Bankruptcy Court, (ii) for Bankruptcy Court review or approval, and/or (iii)
submission to any party of itemized time detail. All Restructuring Expenses to be paid on the
Effective Date shall be estimated prior to and as of the Effective Date and such estimates shall be
delivered to the Debtors at least three (3) Business Days before the anticipated Effective Date;
provided, however, that such estimates shall not be considered an admission or limitation with
respect to such Restructuring Expenses. From and after the Petition Date, the Debtors and the
Reorganized Debtors (as applicable) shall pay, when due and payable pursuant to the Lock-Up
Agreement, the Restructuring Implementation Deed, and otherwise in the ordinary course the
Restructuring Expenses whether incurred before, on, or after the Effective Date. On or prior to
the Effective Date, or as soon as practicable thereafter, final invoices for all Restructuring
Expenses incurred prior to and unpaid as of the Effective Date shall be submitted to the Debtors
and shall be paid, or caused to be paid, by the Reorganized Debtors within ten (10) Business Days
of receipt of the applicable final invoice.
Notwithstanding the foregoing, if the Debtors or the Reorganized Debtors, as applicable,
dispute the reasonableness of any such estimate or invoice, the Debtors or the Reorganized
Debtors, as applicable, shall submit an objection to such applicable Professional within two (2)
Business Days of receipt thereof. Any undisputed portion of such invoice shall be paid in
accordance with the foregoing paragraph, and the disputed portion of such estimate or invoice shall
not be paid until the dispute is resolved.
ARTICLE III
CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS
A. Classification of Claims and Interests
Except for the Claims addressed in Article II of the Plan, all Claims and Interests are
classified in the Classes set forth below in accordance with section 1122 of the Bankruptcy Code.
A Claim or an Interest is classified in a particular Class only to the extent that the Claim or Interest
qualifies within the description of that Class and is classified in other Classes to the extent that any
portion of the Claim or Interest qualifies within the description of such other Classes. A Claim or
an Interest also is classified in a particular Class for the purpose of receiving Distributions under
the Plan only to the extent that such Claim or Interest is an Allowed Claim or Interest in that Class
and has not been paid, released, or otherwise satisfied prior to the Effective Date.
Subject to Article III.F of the Plan, the following chart represents the classification of
certain Claims against and Interests in each Debtor pursuant to the Plan.
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Class Claim/Interest Status Voting Rights
1. Other Secured Claims Unimpaired Presumed to Accept
2. Other Priority Claims Unimpaired Presumed to Accept
3. RCF Claims Impaired Entitled to Vote
4. Senior Secured Term Loan Claims Unimpaired Presumed to Accept
5. Notes Claims Impaired Entitled to Vote
6. General Unsecured Claims Unimpaired Presumed to Accept
7. Intercompany Claims Unimpaired /
Impaired
Presumed to Accept
/ Deemed to Reject
8. Existing Equity Interests Unimpaired Presumed to Accept
9. Intercompany Interests Unimpaired /
Impaired
Presumed to Accept
/ Deemed to Reject
B. Treatment of Classes of Claims and Interests
Each Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive under
the Plan the treatment described below in full and final satisfaction, settlement, release, and
discharge of and in exchange for such Holder’s Allowed Claim or Allowed Interest, except to the
extent different treatment is agreed to by the Debtors or the Reorganized Debtors, as applicable,
and the Holder of such Allowed Claim or Allowed Interest, as applicable. Unless otherwise
indicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such
treatment on the Effective Date or as soon as reasonably practicable thereafter.
1. Class 1 — Other Secured Claims
(a) Classification: Class 1 consists of any Other Secured Claims against any
Debtor.
(b) Treatment: Each Holder of an Allowed Other Secured Claim shall receive,
at the option of the applicable Debtor or Reorganized Debtor, with the
consent of the Majority Participating Lenders and the Majority Core
Noteholder Group (not to be unreasonably withheld), either:
(i) payment in full in Cash of its Allowed Other Secured Claim;
(ii) the collateral securing its Allowed Other Secured Claim;
(iii) Reinstatement of its Allowed Other Secured Claim; or
(iv) such other treatment rendering its Allowed Other Secured Claim
Unimpaired in accordance with section 1124 of the Bankruptcy
Code.
(c) Voting: Class 1 is Unimpaired under the Plan. Holders of Allowed Other
Secured Claims are conclusively presumed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such
Holders are not entitled to vote to accept or reject the Plan.
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2. Class 2 — Other Priority Claims
(a) Classification: Class 2 consists of any Other Priority Claims against any
Debtor.
(b) Treatment: Each Holder of an Allowed Other Priority Claim shall either (i)
receive Cash in an amount equal to such Allowed Other Priority Claim or
(ii) be Reinstated.
(c) Voting: Class 2 is Unimpaired under the Plan. Holders of Allowed Other
Priority Claims are conclusively presumed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code.
3. Class 3 — RCF Claims
(a) Allowance: On the Effective Date, the RCF Claims shall be Allowed,
without setoff, subordination, defense, or counterclaim, in the aggregate
principal amount outstanding as of the Petition Date plus accrued and
unpaid interest on such principal amount and any other premiums, fees,
costs, or other amounts due and owing pursuant to the applicable Facility
Agreement Documents governing the RCF.
(b) Classification: Class 3 consists of all RCF Claims.
(c) Treatment: In full and final satisfaction, settlement, release, and discharge
of each Allowed RCF Claim, on the Effective Date, each Holder of such
Allowed RCF Claim shall receive its pro rata share of the SSRCF; provided
that notwithstanding the foregoing, all Ancillary Facility Claims shall be
Reinstated and each Ancillary Facility shall continue in accordance with its
terms and constitute an ancillary facility under the SSRCF in accordance
with the terms of the SSRCF Credit Agreement. For the avoidance of doubt,
each Holder of an Ancillary Facility Claim shall retain its rights and claims
under the applicable Ancillary Facility. In addition, each Holder of an
Allowed RCF Claim shall also receive Cash in an amount equal to all
accrued and unpaid interest and all other premiums, fees, costs, or other
amounts due and owing pursuant to, and in accordance with, the applicable
Facility Agreement Documents, and all other premiums, fees, costs, or other
amounts otherwise due and owing pursuant to, and in accordance with the
applicable Facility Agreement Documents shall have been paid, regardless
of when accrued and payable.4
(d) Voting: Class 3 is Impaired and the Holders of Allowed RCF Claims are
entitled to vote to accept or reject the Plan.
4 For the avoidance of doubt, the payment of all other premiums, fees, costs, or other amounts otherwise due
and owing pursuant to, and in accordance with the applicable Facility Agreement Documents shall include
any amounts due to any agent under any such Facility Agreement Documents.
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4. Class 4 — Senior Secured Term Loan Claims
(a) Classification: Class 4 consists of all Senior Secured Term Loan Claims
against the Debtors.
(b) Treatment: At the option of the Debtors or the Reorganized Debtors, each
Holder will receive (i) payment in full in Cash, or (ii) such Holder will
receive such other treatment so as to render its Allowed Senior Secured
Term Loan Claim Unimpaired pursuant to section 1124 of the Bankruptcy
Code.
(c) Voting: Class 4 is Unimpaired and Holders of Allowed Senior Secured
Term Loan Claims are conclusively deemed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such
Holders are not entitled to vote to accept or reject the Plan.
5. Class 5 — Notes Claims
(a) Allowance: On the Effective Date, the Notes Claims shall be Allowed,
without setoff, subordination, defense, or counterclaim, in the aggregate
principal amount outstanding as of the Petition Date plus accrued and
unpaid interest on such principal amount and any other premiums, fees,
costs, or other amounts due and owing pursuant to the applicable Prepetition
Finance Documents governing the Notes.
(b) Classification: Class 5 consists of all Notes Claims including the
Participating Notes Claims.
(c) Treatment: Each Holder of an Allowed Notes Claim shall receive (i) its pro
rata share of the Exchange Notes (provided that Holders of an Allowed
Notes Claim denominated in SEK shall receive Exchange Notes
denominated in SEK and Holders of an Allowed Notes Claim denominated
in Euro shall receive Exchange Notes denominated in Euro); and (ii) its pro
rata share of the Noteholder Ordinary Shares. Holders of Allowed Notes
Claims will also receive their pro rata share of the Subscription Rights in
accordance with the Lock-Up Agreement and the Rights Offering
Documents. On the Effective Date, each Holder of an Allowed Notes Claim
shall also receive Cash in an amount equal to (i) all accrued and unpaid
interest on the principal amount of such Allowed Notes Claim and (ii) all
other premiums, fees, costs, or other amounts due and owing pursuant to
the applicable Prepetition Finance Documents governing the Notes with
respect to such Notes Claim. In each case, pro rata calculations shall be in
accordance with the definition of the term “Pro Rata Share” in the Lock-Up
Agreement.
(d) Voting: Class 5 is Impaired under the Plan and the Holders of Allowed
Notes Claims are entitled to vote to accept or reject the Plan.
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6. Class 6 — General Unsecured Claims
(a) Classification: Class 6 consists of all General Unsecured Claims
(b) Treatment: Each Holder of an Allowed General Unsecured Claim shall
receive either: (i) Reinstatement of such Allowed General Unsecured
Claim; or (ii) payment in full in Cash on (a) the Effective Date, or (b) the
date due in the ordinary course of business in accordance with the terms and
conditions of the particular transaction giving rise to such Allowed General
Unsecured Claim.
(c) Voting: Class 6 is Unimpaired under the Plan. Holders of Allowed General
Unsecured Claims are conclusively deemed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such
Holders are not entitled to vote to accept or reject the Plan.
7. Class 7 —Intercompany Claims
(a) Classification: Class 7 consists of all Intercompany Claims.
(b) Treatment: All Intercompany Claims will be adjusted, Reinstated,
contributed, set off, settled, cancelled and released, or discharged as
determined by the Debtors or the Reorganized Debtors, as applicable, in
their sole discretion, in accordance with the Lock-Up Agreement, Agreed
Steps Plan and Restructuring Implementation Deed or may be compromised
pursuant to the Swedish Reorganisation Plan.
(c) Voting: Class 7 is conclusively deemed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant to
section 1126(g) of the Bankruptcy Code. Holders of Intercompany Claims
are not entitled to vote to accept or reject the Plan.
8. Class 8 —Existing Equity Interests
(a) Classification: Class 8 consists of all Existing Equity Interests.
(b) Treatment: Each Holder of an Existing Equity Interest shall have its
Existing Equity Interest Reinstated.
(c) Voting: Class 8 is Unimpaired under the Plan. Holders of Existing Equity
Interests are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.
9. Class 9 —Intercompany Interests
(a) Classification: Class 9 consists of all Intercompany Interests.
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(b) Treatment: All Intercompany Interests will be adjusted, Reinstated,
contributed, set off, settled, cancelled and released, or discharged as
determined by the Debtors or the Reorganized Debtors, as applicable, in
their sole discretion, in accordance with the Agreed Steps Plan.
(c) Voting: Class 9 is conclusively deemed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant to
section 1126(g) of the Bankruptcy Code. Holders of Intercompany Interests
are not entitled to vote to accept or reject the Plan.
C. Special Provision Governing Unimpaired Claims
Except as otherwise provided in the Plan or the Lock-Up Agreement, nothing under the
Plan shall affect, diminish, or impair the rights of the Debtors or the Reorganized Debtors, as
applicable, in respect of any Unimpaired Claims, including all rights in respect of legal and
equitable defenses to, or setoffs or recoupments against, any such Unimpaired Claims; and, except
as otherwise specifically provided in the Plan, nothing herein shall be deemed to be a waiver or
relinquishment of any claim, Cause of Action, right of setoff, or other legal or equitable defense
that the Debtors had immediately prior to the Petition Date, against or with respect to any Claim
that is Unimpaired (including, for the avoidance of doubt, any Claim that is Reinstated) by the
Plan. Except as otherwise specifically provided in the Plan, the Reorganized Debtors shall have,
retain, reserve, and be entitled to assert all such Claims, Causes of Action, rights of setoff, and
other legal or equitable defenses that the Debtors had immediately prior to the Petition Date fully
as if the Chapter 11 Cases had not been commenced, and all of the Reorganized Debtors’ legal and
equitable rights with respect to any Reinstated Claim or Claim that is otherwise Unimpaired by
this Plan may be asserted after the Confirmation Date and the Effective Date to the same extent as
if the Chapter 11 Cases had not been commenced.
D. Elimination of Vacant Classes
Any Class of Claims or Interests that, as of the commencement of the Combined Hearing,
does not have at least one Holder of a Claim or Interest that is Allowed in an amount greater than
zero for voting purposes shall be considered vacant, deemed eliminated from the Plan of such
Debtor for purposes of voting to accept or reject such Debtor’s Plan, and disregarded for purposes
of determining whether such Debtor’s Plan satisfies section 1129(a)(8) of the Bankruptcy Code
with respect to that Class.
E. No Waiver
Nothing contained in the Plan shall be construed to waive a Debtor’s or other Person’s right
to object on any basis to any Disputed Claim.
F. Voting Classes; Presumed Acceptance by Non-Voting Classes
If a Class contains Claims or Interests eligible to vote and no Holders of Claims or Interests
eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be presumed accepted
by such Class.
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G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code
Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation
by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Article III.B
hereof. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the
Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reserve
the right, subject to the terms of the Lock-Up Agreement, to modify the Plan in accordance with
Article X hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of the
Bankruptcy Code requires modification, including by modifying the treatment applicable to a
Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent
permitted by the Bankruptcy Code and the Bankruptcy Rules.
H. Controversy Concerning Impairment
If a controversy arises as to whether any Claims or Interests, or any Class of Claims or
Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such
controversy on the Confirmation Date or such other date as fixed by the Bankruptcy Court.
I. Subordinated Claims
The allowance, classification, and treatment of all Allowed Claims and Allowed Interests
and the respective Distributions and treatments under the Plan take into account and conform to
the relative priority and rights of the Claims and Interests in each Class in connection with any
contractual, legal, and equitable subordination rights relating thereto, whether arising under
general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise.
Pursuant to section 510 of the Bankruptcy Code, the Debtors or the Reorganized Debtors, as
applicable, reserve the right to re-classify any Allowed Claim or Allowed Interest in accordance
with any contractual, legal, or equitable subordination relating thereto.
ARTICLE IV
PROVISIONS FOR IMPLEMENTATION OF THE PLAN
A. General Settlement of Claims and Interests
As discussed in detail in the Disclosure Statement and as otherwise provided herein,
pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration
for the classification, Distributions, releases, and other benefits provided under the Plan, upon the
Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement
of all Claims and Interests and controversies resolved pursuant to the Plan that a Claim or an
Interest Holder may have with respect to any Allowed Claim or Allowed Interest or any
Distribution to be made on account of such Allowed Claim or Allowed Interest, including pursuant
to the transactions set forth in the Agreed Steps Plan or the Restructuring Implementation Deed.
Entry of the Combined Order shall constitute the Bankruptcy Court’s approval of the compromise
or settlement of all such Allowed Claims, Allowed Interests, and controversies, as well as a finding
by the Bankruptcy Court that such compromise, settlement and transactions are in the best interests
of the Debtors, their Estates, and Holders of Allowed Claims and Allowed Interests, and is fair,
equitable, and within the range of reasonableness. Subject to the provisions of this Plan governing
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Distributions, all Distributions made to Holders of Allowed Claims and Allowed Interests in any
Class are intended to be and shall be final.
B. Restructuring Transactions
On the Effective Date, the applicable Debtors or the Reorganized Debtors shall enter into
any transaction, including those transactions set forth in the Lock-Up Agreement and Restructuring
Implementation Deed, and shall take any actions as may be necessary or appropriate to effectuate
the Restructuring Transactions (to the extent not already effected), including, as applicable, to
effectuate a corporate restructuring of the overall corporate structure of the Debtors, to the extent
provided herein, the Lock-Up Agreement, the Restructuring Implementation Deed or in the
Definitive Documents, including: (a) the issuance, transfer, or cancellation of any securities, notes,
instruments, Certificates, and other documents required to be issued, transferred, or cancelled
pursuant to the Plan or any Restructuring Transaction; (b) issuance of the SSRCF and entry into
the Facility Agreement Amendments Documents; (c) issuance of the Exchange Notes and the
execution and delivery of the Exchange Notes Indenture; (d) the issuance of the New Money Notes
and the execution and delivery of the New Money Notes Indenture and the New Money Notes
Purchase Agreement; (e) the execution and delivery of the New Security Documents and amended
Intercreditor Agreement; (f) the issuance of the Amended Senior Secured Term Loans and the
execution and delivery of the Amended Senior Secured Term Loan Credit Agreement; and (g) the
issuance of the Noteholder Ordinary Shares, in each case, subject to the Plan and the consent rights
and agreements and obligations contained in the Lock-Up Agreement.
The Combined Order shall and shall be deemed to, pursuant to sections 1123 and 363 of
the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate
to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the
Plan, including the Restructuring Transactions.
C. Sources of Consideration for Plan Distributions
1. Issuance of the New Money Notes
The Reorganized Debtors shall consummate the Rights Offering in accordance with the
Rights Offering Documents and the Lock-Up Agreement. Subscription Rights to participate in the
Rights Offering shall be allocated among relevant Holders of Notes Claims as of a specified record
date in accordance with the Rights Offering Documents and the Plan, and the allocation of such
Subscription Rights will be exempt from SEC registration under applicable law and shall not
constitute an invitation or offer to sell, or the solicitation of an invitation or offer to buy, any
securities in contravention of any applicable law in any jurisdiction. The Reorganized Debtors
intend to implement the Rights Offering in a manner that shall not cause it to be deemed a public
offering in any jurisdiction.
Holders of the Subscription Rights (or their Nominee) shall receive the opportunity to
subscribe for their pro rata share of up to approximately €526,315,000 (or equivalent) of the New
Money Notes, the subscription price for which shall be at an issue price of 98% of the face value
of the New Money Notes and, for each Backstop Provider only, less its pro rata share of the
Backstop Fee, in accordance with and pursuant to the Plan, the Rights Offering Procedures, the
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Lock-Up Agreement and the Agreed Steps Plan. The principal amount of the New Money Notes
has been backstopped in full by the Backstop Providers in accordance with the Backstop
Agreement. To the extent that any Holders of the Subscription Rights (or their Nominee) do not
subscribe for their Subscription Rights, the Backstop Providers shall subscribe for such amounts
in the proportions and on the terms set out in the Backstop Agreement.
On the Effective Date, the Reorganized Debtors will issue the New Money Notes, on the
terms set forth in the Rights Offering Documents, New Money Notes Indenture, the New Money
Notes Purchase Agreement, the Agreed Steps Plan, the Restructuring Implementation Deed, and
this Plan. The New Money Notes issued to the Backstop Providers (in their capacity as Backstop
Providers) in connection with the Rights Offering (the “Backstopped Notes”) will be issued only
to persons that are: “qualified institutional buyers” (as defined in Rule 144A under the Securities
Act); or “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities
Act) in reliance on the exemption provided by either section 1145 of the Bankruptcy Code or
section 4(a)(2) under the Securities Act; or persons that, at the time of the issuance, were outside
of the United States and were not U.S. persons (and were not purchasing for the account or benefit
of a U.S. person) within the meaning of Regulation S under the Securities Act.
On the Effective Date, and without the need for any further corporate action or other action
by Holders of Claims or Interests, all Liens and security interests granted or confirmed (as
applicable) pursuant to, or in connection with, the New Money Notes Indenture, the Security
Documents (as defined in the New Money Notes Indenture), or the New Money Documents
(including any Liens and security interests granted or confirmed (as applicable) on the Reorganized
Debtors’ assets): (a) shall be deemed to be granted or confirmed (as applicable) by the
Reorganized Debtors pursuant to the New Money Documents; (b) shall be legal, valid, binding,
and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance
with the terms of the New Money Documents, with the priorities established in respect thereof
under applicable non-bankruptcy law and the New Money Documents; (c) shall be deemed
automatically perfected on the Effective Date, subject only to such Liens and security interests as
may be permitted under the New Money Documents; (d) shall not be enjoined or subject to
discharge, impairment, release, avoidance, recharacterization, subordination, or equitable
subordination for any purposes whatsoever under any applicable law, the Plan, or the Combined
Order; and (e) shall not constitute preferential transfers or fraudulent conveyances under the
Bankruptcy Code or any applicable law, the Plan, or the Combined Order. The Reorganized
Debtors and the persons and entities granted such Liens and security interests shall be authorized
to make all filings and recordings, and to obtain all governmental approvals and consents necessary
to establish and perfect such Liens and security interests under the provisions of the applicable
state, federal, or other law that would be applicable in the absence of the Plan and the Combined
Order (it being understood that perfection shall occur automatically by virtue of the entry of the
Combined Order and any such filings, recordings, approvals, and consents shall not be required),
and will thereafter cooperate to make all other filings and recordings that otherwise would be
necessary under applicable law to give notice of such Liens and security interests to third parties.
The New Money Notes are backstopped by the Backstop Providers pursuant to the
Backstop Agreement. In consideration for their backstop of the New Money Notes, each Backstop
Provider will receive its pro rata share of the Backstop Fee, as more fully detailed in the Backstop
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Agreement. The Backstop Fee will be set off in full on the Effective Date against the Purchase
Price (as defined in the Backstop Agreement) payable by such Backstop Provider in respect of the
New Money Notes to be issued to such Backstop Provider. The Backstop Fee will otherwise be
paid in Cash to each Backstop Provider in accordance with the Backstop Agreement and the
Agreed Steps Plan.
2. Equity Issuance
On the Effective Date, the Company will issue the Noteholder Ordinary Shares on a pro
rata basis to the Holders of Notes Claims (or their Nominee), in accordance with the terms of the
Agreed Steps Plan and Restructuring Implementation Deed.
The Company shall use all reasonable efforts to ensure that, as soon as possible following
the Effective Date, the ownership of the Noteholder Ordinary Shares shall be reflected through the
facilities of Euroclear Sweden. None of the Debtors, the Reorganized Debtors or any other Person
shall be required to provide any further evidence other than the Plan or the Combined Order with
respect to the treatment of the Noteholder Ordinary Shares under applicable securities laws.
Euroclear Sweden and any transfer agent shall be required to accept and conclusively rely upon
the Plan or Combined Order in lieu of a legal opinion regarding whether the Noteholder Ordinary
Shares are exempt from registration or eligible for Euroclear Sweden book-entry delivery,
settlement, and depository services.
All of the Noteholder Ordinary Shares issued pursuant to the Plan shall be duly authorized,
validly issued, fully paid, and non-assessable. Each Distribution and issuance of the Noteholder
Ordinary Shares under the Plan shall be governed by the terms and conditions set forth in the Plan
applicable to such Distribution or issuance and by the terms and conditions of the instruments
evidencing or relating to such Distribution or issuance, which terms and conditions shall bind each
Entity receiving such Distribution or issuance.
The Company shall effect the listing of the Noteholder Ordinary Shares on Nasdaq
Stockholm as soon as reasonably practicable, and in any event, within six (6) weeks following
registration of the issuance of Noteholder Ordinary Shares with the Swedish Companies
Registration Office in accordance with the Lock-Up Agreement, the Restructuring Implementation
Deed, and the Agreed Steps Plan.
3. SSRCF
The Debtors or Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps
Plan and Restructuring Implementation Deed, enter into the Facility Agreement Amendments
Documents on or before the Effective Date, on behalf of themselves and each Holder of RCF
Claims, on the terms set forth in the Facility Agreement Amendments Documents, and which shall
be included in the Plan Supplement. The Facility Agreement will be amended and restated in the
form of the Facility Agreement Amendments Documents. On the Effective Date, Holders of RCF
Claims shall receive their pro rata share of the SSRCF; provided that all Ancillary Facility Claims
(which are pursuant to the Facility Agreement) shall be Reinstated and each Ancillary Facility
shall continue in accordance with its terms and constitute an ancillary facility under the SSRCF in
accordance with the terms of the SSRCF Credit Agreement. For the avoidance of doubt, each
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Holder of an Ancillary Facility Claim shall retain its rights and Claims under the applicable
Ancillary Facility.
Confirmation of the Plan shall be deemed approval of the Facility Agreement Amendments
Documents (including the transactions contemplated thereby, and all actions to be taken,
undertakings to be made, and obligations to be incurred and fees paid by the Debtors or the
Reorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Court
previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those
documents necessary or appropriate to consummate the applicable Facility Agreement
Amendments Documents without further notice to or order of the Bankruptcy Court, act or action
under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any
Person, subject to such modifications as may be agreed between the Debtors or Reorganized
Debtors and the RCF SteerCo Group.
On the Effective Date, and without the need for any further corporate action or other action
by Holders of Claims or Interests, all of the Liens and security interests to be granted in accordance
with the Facility Agreement Amendments Documents (a) shall be deemed to be granted, (b) shall
be legal, valid, binding, and enforceable Liens on, and security interests in, the collateral granted
thereunder in accordance with the terms of the Facility Agreement Amendments Documents, (c)
shall be deemed automatically perfected on the Effective Date, subject only to such Liens and
security interests as may be permitted under the Facility Agreement Amendments Documents, and
(d) shall not be subject to recharacterization or equitable subordination for any purposes
whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the
Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and the persons
and entities granted such Liens and security interests shall be authorized to make all filings and
recordings, and to obtain all governmental approvals and consents necessary to establish and
perfect such Liens and security interests under the provisions of the applicable state, federal, or
other law that would be applicable in the absence of the Plan and the Combined Order (it being
understood that perfection shall occur automatically by virtue of the entry of the Combined Order
and any such filings, recordings, approvals, and consents shall not be required), and will thereafter
cooperate to make all other filings and recordings that otherwise would be necessary under
applicable law to give notice of such Liens and security interests to third parties.
4. Amended Senior Secured Term Loan
In order to facilitate the consummation of the Restructuring Transactions, and as a goodfaith
and reasonable compromise and settlement of any objections of the holders of Senior Secured
Term Loan Claims to the treatment of such Claims otherwise provided under the Plan, the Debtors
or Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps Plan and the
Restructuring Implementation Deed, enter into the Amended Senior Secured Term Loan and
related Amended Senior Secured Term Loan Credit Agreement on or before the Effective Date.
Confirmation of the Plan shall constitute approval of the Amended Senior Secured Term
Loan Credit Agreement (including the transactions contemplated thereby, and all actions to be
taken, undertakings to be made, and obligations to be incurred and fees paid by the Debtors or the
Reorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Court
previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those
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documents necessary or appropriate to consummate the Amended Senior Secured Term Loan
Credit Agreement without further notice to or order of the Bankruptcy Court, act or action under
applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person,
subject to such modifications as may be agreed between the Debtors or Reorganized Debtors and
the applicable holders of Senior Secured Term Loan Claims.
On the Effective Date, and without the need for any further corporate action or other action
by holders of Claims or Interests, all of the Liens and security interests to be granted in accordance
with the Amended Senior Secured Term Loan Credit Agreement (a) shall be deemed to be granted,
(b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted
thereunder in accordance with the terms of the Amended Senior Secured Term Loan Credit
Agreement the Restructuring Implementation Deed, and the amended Intercreditor Agreement, (c)
shall be deemed automatically perfected on the Effective Date, subject only to such Liens and
security interests as may be permitted under the Plan, the Amended Senior Secured Term Loan
Credit Agreement, the Restructuring Implementation Deed, and the amended Intercreditor
Agreement and (d) shall not be subject to recharacterization or equitable subordination for any
purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances
under the Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and
the persons and entities granted such Liens and security interests shall be authorized to make all
filings and recordings, and to obtain all governmental approvals and consents necessary to
establish and perfect such Liens and security interests in accordance with the Plan, the Amended
Senior Secured Term Loan Credit Agreement, the Restructuring Implementation Deed, and the
amended Intercreditor Agreement under the provisions of the applicable state, federal, or other law
that would be applicable in the absence of the Plan and the Confirmation Order (it being understood
that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any
such filings, recordings, approvals, and consents shall not be required), and will thereafter
cooperate to make all other filings and recordings that otherwise would be necessary under
applicable law to give notice of such Liens and security interests to third parties.
5. Exchange Notes
The Debtors or Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps
Plan and Restructuring Implementation Deed, issue the Exchange Notes on or before the Effective
Date, on the terms set forth in the Exchange Notes Indenture, and included in the Plan Supplement.
The Exchange Notes shall be distributed to Holders of Notes Claims (or their respective Nominees)
on the Effective Date on account of their respective Notes Claims in the manner set forth in the
Plan.
Confirmation of the Plan shall be deemed approval of the Notes Amendments Documents
(including the transactions contemplated thereby, and all actions to be taken, undertakings to be
made, and obligations to be incurred and fees paid by the Debtors, the Reorganized Debtors, or a
non-Debtor Affiliate in connection therewith), to the extent not approved by the Bankruptcy Court
previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those
documents necessary or appropriate to consummate the applicable Notes Amendments Documents
without further notice to or order of the Bankruptcy Court, act or action under applicable law,
regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such
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modifications as may be agreed between the Debtors or Reorganized Debtors and the Majority
Core Noteholder Group.
On the Effective Date, and without the need for any further corporate action or other action
by Holders of Claims or Interests, all Liens and security interests granted or confirmed (as
applicable) pursuant to, or in connection with, the Notes Amendments Documents (including any
Liens and security interests granted or confirmed (as applicable) on the Reorganized Debtors’
assets): (a) shall be deemed to be granted or confirmed (as applicable) by the Reorganized Debtors
pursuant to the Notes Amendments Documents; (b) shall be legal, valid, binding, and enforceable
Liens on, and security interests in, the collateral granted thereunder in accordance with the terms
of the Notes Amendments Documents, with the priorities established in respect thereof under
applicable non-bankruptcy law and the Notes Amendments Documents; (c) shall be deemed
automatically perfected on the Effective Date, subject only to such Liens and security interests as
may be permitted under the Notes Amendments Documents; (d) shall not be enjoined or subject
to discharge, impairment, release, avoidance, recharacterization, subordination, or equitable
subordination for any purposes whatsoever under any applicable law, the Plan, or the Combined
Order; and (e) shall not constitute preferential transfers or fraudulent conveyances under the
Bankruptcy Code or any applicable law, the Plan, or the Combined Order. The Reorganized
Debtors and the persons and entities granted such Liens and security interests shall be authorized
to make all filings and recordings, and to obtain all governmental approvals and consents necessary
to establish and perfect such Liens and security interests under the provisions of the applicable
state, federal, or other law that would be applicable in the absence of the Plan and the Combined
Order (it being understood that perfection shall occur automatically by virtue of the entry of the
Combined Order and any such filings, recordings, approvals, and consents shall not be required),
and will thereafter cooperate to make all other filings and recordings that otherwise would be
necessary under applicable law to give notice of such Liens and security interests to third parties.
D. Corporate Action
Upon the Effective Date, all actions contemplated under the Plan and all other acts or
actions contemplated or reasonably necessary or appropriate to promptly consummate the
Restructuring Transactions contemplated by the Plan (whether to occur before, on, or after the
Effective Date) shall be deemed authorized and approved in all respects, including: (1) the issuance
and Distribution of the Noteholder Ordinary Shares; (2) the issuance of New Money Notes; (3) the
issuance of Exchange Notes; (4) entry into the Facility Agreement Amendments Documents, (5)
entry into the Amended Senior Secured Term Loan; (6) implementation of the Restructuring
Transactions; (7) entry into the Transaction Documents; and (8) the rejection, assumption, or
assumption and assignment, as applicable, of Executory Contracts and Unexpired Leases.
All matters provided for in the Plan involving the corporate structure of the Debtors or the
Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized
Debtors, as applicable, in connection with the Plan shall be deemed to have occurred and shall be
in effect, without any requirement of further action by the security holders, directors, or officers
of the Debtors or the Reorganized Debtors, as applicable. On or (as applicable) prior to the
Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable,
shall be authorized and (as applicable) directed to issue, execute, and deliver the agreements,
documents, securities, and instruments contemplated under the Plan (or necessary or desirable to
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effect the transactions contemplated under the Plan) in the name of and on behalf of the
Reorganized Debtors, including the Noteholder Ordinary Shares, the Exchange Notes, the New
Money Notes, the Facility Agreement Amendments Documents, the Amended Senior Secured
Term Loan, the Transaction Documents, and any and all other agreements, documents, securities,
and instruments relating to the foregoing. The authorizations and approvals contemplated by this
Article IV.D shall be effective notwithstanding any requirements under non-bankruptcy law.
Upon Confirmation of the Plan, each Holder of RCF Claims and each Holder of Notes
Claims will be deemed to have appointed the Company as its attorney and agent and to have
irrevocably instructed, authorized, directed and empowered the Company (or its authorized
representative) solely to (i) enter into, execute and (if applicable) deliver, for and on its behalf, any
Transaction Document to which it is party, in each case solely to the extent consistent with the
Lock-Up Agreement, Agreed Steps Plan and the Restructuring Implementation Deed and (ii) in
the case of Holder of Notes, to take any action necessary to ensure that steps described in the
Agreed Steps Plan and the Restructuring Implementation Deed are carried out, including if
necessary updating the books and records of the relevant clearing systems in which the Notes are
held.
E. Corporate Existence
Except as otherwise provided in the Plan or Plan Supplement, each Debtor shall continue
to exist after the Effective Date as a separate corporate entity, limited liability company,
partnership, or other form, as the case may be, with all the powers of a corporation, limited liability
company, partnership, or other form, as the case may be, pursuant to the applicable law in the
jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the
respective certificate of incorporation and by-laws (or other formation documents) in effect prior
to the Effective Date, except to the extent such certificate of incorporation and by-laws (or other
formation documents) are amended under the Plan or otherwise, and to the extent such documents
are amended, such documents are deemed to be amended pursuant to the Plan and require no
further action or approval (other than any requisite filings required under applicable law).
F. Vesting of Assets in the Reorganized Debtors
Except as otherwise provided in the Plan or the Plan Supplement (including, for the
avoidance of doubt the Agreed Steps Plan and Restructuring Implementation Deed), or in any
agreement, instrument, or other document incorporated in the Plan, on the Effective Date, all
property in each Debtor’s Estate, all Claims, rights, defenses, and Causes of Action of the Debtors,
and any property acquired by any of the Debtors under the Plan shall vest in each respective
Reorganized Debtor, free and clear of all Liens, Claims, Causes of Action, charges, or other
encumbrances. If the Reorganized Debtors default in performing under the provisions of the Plan
and the Chapter 11 Cases are converted to Chapter 7, all property vested in each Reorganized
Debtor and all subsequently acquired property owned as of or after the conversion date shall revest
and constitute property of the bankruptcy Estates in such Chapter 7 cases. On and after the
Effective Date, except as otherwise provided herein, each Reorganized Debtor may operate its
business and may use, acquire, or dispose of property and compromise or settle any Claims,
Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free
of any restrictions of the Bankruptcy Code or Bankruptcy Rules.
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G. Cancellation of Prepetition Credit Agreements, Notes, Instruments, Certificates, and
Other Documents
On the Effective Date, except as otherwise provided in the Plan, the Combined Order, any
agreement, instrument or other document entered into in connection with or pursuant to the Plan,
the Lock-Up Agreement, or the Restructuring Implementation Deed, all credit agreements,
security agreements, intercreditor agreements, notes, instruments, Certificates, and other
documents evidencing Claims or Interests shall be cancelled and the obligations of the Debtors or
the Reorganized Debtors thereunder or in any way related thereto shall be discharged and deemed
satisfied in full, and the Agents/Trustees shall be released from all duties thereunder; provided,
that, notwithstanding Confirmation or the occurrence of the Effective Date, any such document
that governs the rights of the Holder of a Claim or Interest shall continue in effect solely for
purposes of (a) enabling Holders of Allowed Claims and Allowed Interests to receive Distributions
under the Plan as provided herein, (b) governing the contractual rights and obligations among the
Agents/Trustees and the lenders or Holders party thereto (including, without limitation,
indemnification, expense reimbursement, and Distribution provisions) until the Reorganized
Debtors emerge from the Chapter 11 Cases, (c) preserving any rights of the Agents/Trustees
thereunder to maintain, exercise, and enforce any applicable rights of indemnity, reimbursement,
or contribution, or subrogation or any other claim or entitlement, (d) permitting each Agent/Trustee
to perform any functions that are necessary to effectuate the immediately foregoing, including
appearing and being heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court;
(e) facilitating the amendment, reinstatement and combination of the Facility Agreement into the
Facility Agreement Amendments Documents, solely to the extent set forth in the Lock-Up
Agreement, (f) facilitating the issuance of New Money Notes, solely to the extent set forth in the
Lock-Up Agreement, (g) facilitating the issuance of the Exchange Notes, solely to the extent set
forth in the Lock-Up Agreement, (h) facilitating the amendment of the Senior Secured Term Loan
into the Amended Senior Secured Term Loan, on the terms set forth in the Senior Secured Term
Loan Consent Letter, (i) facilitating the issuance of the Noteholder Ordinary Shares, solely to the
extent set forth in the Lock-Up Agreement and (j) furthering any other purpose as set forth in the
Lock-Up Agreement, Restructuring Implementation Deed, and Transaction Documents.5
H. Effectuating Documents; Further Transactions
On and after the Effective Date, the Reorganized Debtors, and the officers and members of
the boards of directors and managers thereof, are authorized to and may issue, execute, deliver,
file, or record such contracts, Securities, instruments, releases, and other agreements or documents
and take such actions as may be necessary or appropriate to effectuate, implement, and further
evidence the terms and conditions of the Plan, the Transaction Documents, and the securities
issued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without the
need for any approvals, authorizations, or consents except for those expressly required under the
Plan.
I. Certain Securities Law Matters
5 For the avoidance of doubt, the Facility Agreement Documents shall not be cancelled, but shall be amended
in accordance with the Agreed Steps Plan and the Restructuring Implementation Deed.
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Except as described in the following paragraphs, the Debtors will rely on section 1145(a)
of the Bankruptcy Code to exempt from registration under the Securities Act the offer, issuance,
and Distribution of the Exchange Notes, the Noteholder Ordinary Shares and the New Money
Notes (other than the Backstopped Notes) issued pursuant to the Plan on account of Notes Claims.
The offering, issuance, and Distribution of such Exchange Notes, Noteholder Ordinary Shares and
the New Money Notes (other than the Backstopped Notes) pursuant to section 1145(a) of the
Bankruptcy Code shall be exempt from, among other things, the registration requirements of
section 5 of the Securities Act and any other applicable law requiring registration prior to the
offering, issuance, Distribution, or sale of Securities in accordance with, and pursuant to, section
1145 of the Bankruptcy Code. Such Exchange Notes, Noteholder Ordinary Shares and the New
Money Notes (other than the Backstopped Notes) will be freely tradable in the United States by
the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code
relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance
with applicable securities laws and any rules and regulations of the United States Securities and
Exchange Commission, if any, applicable at the time of any future transfer of such Securities or
instruments.
With respect to any Consenting Noteholder who signed the Lock-Up Agreement before the
filing of the Chapter 11 Cases with the Bankruptcy Court, the Debtors relied on section 4(a)(2) of
the Securities Act or Regulation S under the Securities Act for the offer of the Exchange Notes
and the Noteholder Ordinary Shares to be issued pursuant to the Plan on account of Notes Claims,
and the Debtors will rely on section 1145(a) of the Bankruptcy Code to exempt from registration
under the Securities Act the issuance and Distribution of such Exchange Notes and the Noteholder
Ordinary Shares. Such Exchange Notes and Noteholder Ordinary Shares will be freely tradable in
the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the
Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities
Act, and compliance with applicable securities laws and any rules and regulations of the United
States Securities and Exchange Commission, if any, applicable at the time of any future transfer
of such Securities or instruments.
The Debtors will rely on section 1145(a) of the Bankruptcy Code, section 4(a)(2) of the
Securities Act and Regulation S under the Securities Act, or any other available exemption from
registration under the Securities Act, as applicable, to exempt from registration under the Securities
Act the offer, issuance, and Distribution of the New Money Notes issued pursuant to the Plan,
which do not include any Backstopped Notes. Such Backstopped Notes will be “restricted
securities” subject to transfer restrictions under the U.S. federal securities laws if they are issued
to a U.S. person in accordance with the Backstop Agreement pursuant to section 4(a)(2) of the
Securities Act but will otherwise be issued pursuant to Regulation S (if they are issued to a non-
U.S. person outside of the United States in accordance with the Backstop Agreement). Such
Backstopped Notes may be resold, exchanged, assigned or otherwise transferred pursuant to
registration, or an applicable exemption from registration, under the Securities Act and other
applicable law.
J. Section 1146(a) Exemption
To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfers
(whether from a Debtor to a Reorganized Debtor or to any other Person) of property under the
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Plan, including: (a) the issuance, Distribution, transfer, or exchange of any debt, equity security,
or other interest in the Debtors or the Reorganized Debtors; (b) the Restructuring Transactions; (c)
the creation, modification, consolidation, termination, refinancing, or recording of any mortgage,
deed of trust, or other security interest, or the securing of additional indebtedness by such or other
means; (d) the making, assignment, or recording of any lease or sublease; (e) the grant of collateral
as security for any or all of the SSRCF, the Amended Senior Secured Term Loan, the Exchange
Notes, and the New Money Notes, if applicable; or (f) the making, delivery, or recording of any
deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan,
including any deeds, bills of sale, assignments, or other instrument of transfer executed in
connection with any transaction arising out of, contemplated by, or in any way related to the Plan,
shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or
similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial
Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental
assessment, and upon entry of the Combined Order, the appropriate state or local governmental
officials or agents shall forego the collection of any such tax or governmental assessment and
accept for filing and recordation any of the foregoing instruments or other documents without the
payment of any such tax, recordation fee, or governmental assessment. All filing or recording
officers (or any other Person with authority over any of the foregoing), wherever located and by
whomever appointed, shall comply with the requirements of section 1146 of the Bankruptcy Code,
shall forego the collection of any such tax or governmental assessment, and shall accept for filing
and recordation any of the foregoing instruments or other documents without the payment of any
such tax or governmental assessment.
K. Employee and Retiree Benefits
All compensation and benefits programs shall be assumed by the Reorganized Debtors and
shall remain in place as of the Effective Date, and the Reorganized Debtors will continue to honor
such agreements, arrangements, programs, and plans. For the avoidance of doubt, pursuant to
section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits
(as such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid
in accordance with applicable law.
L. Preservation of Causes of Action
In accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall
retain and may enforce all rights to commence and pursue any and all Causes of Action of the
Debtors, whether arising before or after the Petition Date, including any actions specifically
enumerated in the Schedule of Retained Causes of Action included in the Plan Supplement, and
the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be
preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action
released by the Debtors pursuant to the releases and exculpations contained in the Plan, including
in Article VIII of the Plan, which shall be deemed released and waived by the Debtors and
Reorganized Debtors as of the Effective Date.
The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance
with the best interests of the Reorganized Debtors. No Entity (other than the Consenting
Creditors) may rely on the absence of a specific reference in the Plan, the Plan Supplement,
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or the Disclosure Statement to any Cause of Action against it as any indication that the
Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action
of the Debtors against it. Except as specifically released under the Plan or pursuant to a Final
Order, the Debtors and the Reorganized Debtors expressly reserve all rights to prosecute
any and all Causes of Action against any Entity. Unless any Causes of Action of the Debtors
against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled
in the Plan or pursuant to a Final Order, the Reorganized Debtors expressly reserve all such Causes
of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of
res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or
otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the
Confirmation or Consummation.
The Reorganized Debtors reserve and shall retain the Causes of Action of the Debtors
notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter
11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code
and except as expressly waived, relinquished, exculpated, released, compromised, or settled in the
Plan or pursuant to a Final Order, any Causes of Action that a Debtor may hold against any Entity
shall vest in the Reorganized Debtors. The Reorganized Debtors shall have the exclusive right,
authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle,
compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to
do any of the foregoing, without the consent or approval of any third party or any further notice to
or action, order, or approval of the Bankruptcy Court.
For the avoidance of doubt, the Debtors and the Reorganized Debtors do not reserve any
Claims or Causes of Action that have been expressly released by the Debtors pursuant to the Debtor
Release (including, for the avoidance of doubt, Claims against the Consenting Creditors).
ARTICLE V
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
A. Assumption and Rejection of Executory Contracts and Unexpired Leases
On the Effective Date, except as otherwise provided herein, each Executory Contract and
Unexpired Lease shall be assumed and assigned to the applicable Reorganized Debtor in
accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy
Code, other than: (1) those that are identified on the Rejected Executory Contract and Unexpired
Lease List; (2) those that have been previously rejected by a Final Order; (3) those that are the
subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the
Confirmation Date; or (4) those that are subject to a motion to reject an Executory Contract or
Unexpired Lease pursuant to which the requested effective date of such rejection is after the
Effective Date. The Rejected Executory Contract and Unexpired Lease List shall be acceptable to
the Majority Participating Lenders and the Majority Core Noteholder Group and the Debtors shall
not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior
written consent (which may be provided through electronic mail) of the Majority Participating
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Lenders and the Majority Core Noteholder Group (which consent shall not be unreasonably
withheld).
Entry of the Combined Order by the Bankruptcy Court shall constitute an order approving
the assumption of the Lock-Up Agreement pursuant to sections 365 and 1123 of the Bankruptcy
Code and effective on the occurrence of the Effective Date. The Lock-Up Agreement shall be
binding and enforceable against the parties thereto in accordance with its terms. For the avoidance
of doubt, the assumption of the Lock-Up Agreement herein shall not otherwise modify, alter,
amend, or supersede any of the terms or conditions of such agreement including, without
limitation, any termination events or provisions thereunder. On the Effective Date, in accordance
with the Lock-Up Agreement, the Debtors shall pay to each Consent Fee Eligible Participating
Lender (x) the RCF Lock-Up Fee and (y) to the extent the RCF Forbearance Fee has not been paid
in accordance with the terms of the Lock-Up Agreement, the RCF Closing Fee, in each case,
calculated in the manner set forth in the Lock-Up Agreement. On the Effective Date, in accordance
with the Lock-Up Agreement, the Debtors shall pay to each (x) Consent Fee Eligible Consenting
Eurobond Noteholder the Eurobond Consent Fee, (y) Early Bird Eligible Consenting Eurobond
Noteholder the Early Bird Eurobond Consent Fee, (z) eligible Participating MTN Holder, the
Simple Majority MTN Consent Fee, or, the Enhanced Majority MTN Consent Fee in additional
Exchange Notes, in each case to the extent applicable in accordance with the terms of, and
calculated in the manner set forth in the Lock-Up Agreement.
Entry of the Combined Order by the Bankruptcy Court shall constitute a Final Order
approving the assumptions and assumptions and assignments of the Executory Contracts and
Unexpired Leases as set forth in the Plan and the rejections of the Executory Contracts and
Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease List,
pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory
Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the
Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and
Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court,
which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be
fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms
are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and
providing for its assumption under applicable federal law. Notwithstanding anything to the
contrary in the Plan, the Debtors, with the consent (which may be provided through electronic
mail) of the Majority Participating Lenders and the Majority Core Noteholder Group (which
consent shall not be unreasonably withheld), or the Reorganized Debtors, as applicable, reserve
the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired
Lease List identified in this Article V.A and in the Plan Supplement at any time through and
including 45 days after the Effective Date.
To the extent that any provision in any Executory Contract or Unexpired Lease assumed
or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent,
or is breached or deemed breached by, the assumption or assumption and assignment of such
Executory Contract or Unexpired Lease (including any “change of control” provision), then such
provision shall be deemed modified such that the transactions contemplated by the Plan shall not
entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such
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Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect
thereto.
B. Indemnification Obligations
On and after the Effective Date, the Indemnification Provisions will be assumed and
irrevocable and survive the Effective Date. None of the Debtors or the Reorganized Debtors, as
applicable, will take any action to amend or restate their respective governance documents before
or after the Effective Date to amend, augment, terminate, or adversely affect any of the Debtors’
or the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’,
officers’, managers’, employees’, or agents’ indemnification rights.
C. Claims Based on Rejection of Executory Contracts or Unexpired Leases
Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim
with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases,
pursuant to the Plan or the Combined Order, if any, must be Filed with the Bankruptcy Court
within 30 days after the later of (1) the Effective Date or (2) entry of an order of the Bankruptcy
Court (including the Combined Order) approving such rejection. Any Claims arising from the
rejection of an Executory Contract or Unexpired Lease not Filed with the Bankruptcy Court
within such time will be automatically disallowed, forever barred from assertion, and shall
not be enforceable against the Debtors or the Reorganized Debtors, the Estates, or their
property without the need for any objection by the Reorganized Debtors or further notice
to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim
arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed
fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a
Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’
Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and
shall be treated in accordance with Article III hereof.
D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed
The Debtors or the Reorganized Debtors, as applicable, shall pay Cures, if any, on the
Effective Date or as soon as reasonably practicable thereafter, with the amount and timing of
payment of any such Cure dictated by the Debtors ordinary course of business. Unless otherwise
agreed upon in writing by the parties to the applicable Executory Contract or Unexpired Lease, all
requests for payment of Cure that differ from the ordinary course amounts paid or proposed to be
paid by the Debtors or the Reorganized Debtors to a counterparty must be Filed with the Claims
and Noticing Agent on or before 30 days after the Effective Date. Any such request that is not
timely Filed shall be disallowed and forever barred, estopped, and enjoined from assertion, and
shall not be enforceable against any Reorganized Debtor, without the need for any objection by
the Reorganized Debtors or any other party in interest or any further notice to or action, order, or
approval of the Bankruptcy Court. Any Cure shall be deemed fully satisfied, released, and
discharged upon payment by the Debtors or the Reorganized Debtors of the Cure in the Debtors
ordinary course of business; provided that nothing herein shall prevent the Reorganized Debtors
from paying any Cure Amount despite the failure of the relevant counterparty to File such request
for payment of such Cure. The Reorganized Debtors also may settle any Cure Amount without
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any further notice to or action, order, or approval of the Bankruptcy Court. In addition, any
objection to the assumption of an Executory Contract or Unexpired Lease under the Plan must be
Filed with the Bankruptcy Court on or before 30 days after the Effective Date. Any such objection
will be scheduled to be heard by the Bankruptcy Court at the Debtors’ or Reorganized Debtors’,
as applicable, first scheduled omnibus hearing for which such objection is timely Filed. Any
counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the
proposed assumption of any Executory Contract or Unexpired Lease will be deemed to have
consented to such assumption.
If there is any dispute regarding any Cure, the ability of the Reorganized Debtors or any
assignee to provide “adequate assurance of future performance” within the meaning of section 365
of the Bankruptcy Code, or any other matter pertaining to assumption, then payment of Cure shall
occur as soon as reasonably practicable after entry of a Final Order resolving such dispute,
approving such assumption (and, if applicable, assignment), or as may be agreed upon by the
Debtors (with the consent of the Majority Participating Lenders and the Majority Core Noteholder
Group (not to be unreasonably withheld)) or the Reorganized Debtors, as applicable, and the
counterparty to the Executory Contract or Unexpired Lease.
Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or
otherwise and full payment of any applicable Cure pursuant to this Article V, in the amount and at
the time dictated by the Debtors’ ordinary course of business, shall result in the full release and
satisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetary, including
defaults of provisions restricting the change in control or ownership interest composition or other
bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at
any time prior to the effective date of assumption. Any and all Proofs of Claim based upon
Executory Contracts or Unexpired Leases that have been assumed in the Chapter 11 Cases,
including pursuant to the Combined Order, and for which any Cure has been fully paid pursuant
to this Article V, in the amount and at the time dictated by the Debtors’ ordinary course of business,
shall be deemed disallowed and expunged as of the Effective Date without the need for any
objection thereto or any further notice to or action, order, or approval of the Bankruptcy Court.
E. Insurance Policies
Each of the Insurance Policies are treated as Executory Contracts under the Plan. Unless
otherwise provided herein or in the Plan Supplement or any document related thereto, on the
Effective Date, (1) the Debtors shall be deemed to have assumed all Insurance Policies, and (2)
such Insurance Policies shall revest in the Reorganized Debtors. Nothing in the Plan, the Plan
Supplement, the Disclosure Statement, the Combined Order, or any other order of the Bankruptcy
Court (including any other provision that purports to be preemptory or supervening), (x) alters,
modifies, or otherwise amends the terms and conditions of (or the coverage provided by) any of
such Insurance Policies or (y) alters or modifies the duty, if any, that the Insurers pay Claims
covered by such Insurance Policies and their right to seek payment or reimbursement from the
Debtors (or after the Effective Date, the Reorganized Debtors) or draw on any collateral or security
therefor. For the avoidance of doubt, Insurers shall not need to nor be required to File or serve a
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Cure objection or a request, application, claim, Proof of Claim, or motion for payment and shall
not be subject to any claims bar date or similar deadline governing Cure Amounts or Claims.
The Debtors or the Reorganized Debtors, as applicable, shall not terminate or otherwise
reduce the coverage under any directors’ and officers’ Insurance Policies in effect prior to the
Effective Date, and any directors and officers of the Debtors who served in such capacity at any
time before or after the Effective Date shall be entitled, subject to and in accordance with the terms
and conditions of such Insurance Policy in all respects, to the full benefits of any such Insurance
Policy for the full term of such policy regardless of whether such directors or officers remain in
such positions after the Effective Date. For the avoidance of doubt, the directors’ and officers’
Insurance Policies shall revest in the Reorganized Debtors. Notwithstanding anything herein to the
contrary, the Debtors shall retain the ability to supplement such directors’ and officers’ insurance
policies as the Debtors deem necessary, including by purchasing any tail coverage (including,
without limitation, a tail policy).
F. Modifications, Amendments, Supplements, Restatements, or Other Agreements
Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that
is assumed shall include all modifications, amendments, supplements, restatements, or other
agreements that in any manner affect such Executory Contract or Unexpired Lease, and all
Executory Contracts and Unexpired Leases related thereto, if any, including all easements,
licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other
interests, unless any of the foregoing agreements has been previously rejected or repudiated or is
rejected or repudiated under the Plan.
Modifications, amendments, supplements, and restatements to prepetition Executory
Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11
Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired
Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith.
G. Reservation of Rights
Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the
Rejected Executory Contract and Unexpired Lease List, nor anything contained in the Plan, shall
constitute an admission by the Debtors that any such contract or lease is in fact an Executory
Contract or Unexpired Lease or that any of the Reorganized Debtors has any liability thereunder.
If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the
time of assumption or rejection, the Debtors, subject to the consent of the Majority Consenting
Creditors (which consent shall not be unreasonably withheld), or the Reorganized Debtors, as
applicable, shall have 30 days following entry of a Final Order resolving such dispute to alter its
treatment of such contract or lease under the Plan.
H. Nonoccurrence of Effective Date
In the event that the Effective Date does not occur, the Bankruptcy Court shall retain
jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired
Leases pursuant to section 365(d)(4) of the Bankruptcy Code.
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I. Contracts and Leases Entered into after the Petition Date
Notwithstanding anything contained herein (including any release, discharge, exculpation
or injunction provisions) or the Combined Order, contracts, agreements, instruments, Certificates,
leases and other documents entered into after the Petition Date by any Debtor, including any
Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by the
applicable Debtor or the Reorganized Debtors liable thereunder in the ordinary course of their
business. Accordingly, such contracts, agreements, instruments, certificates, leases and other
documents (including any assumed Executory Contracts and Unexpired Leases) will survive and
remain unaffected by the Plan (including the release, discharge, exculpation and injunction
provisions), the entry of the Combined Order and any other Definitive Documents.
ARTICLE VI
PROVISIONS GOVERNING DISTRIBUTIONS
A. Distributions on Account of Claims and Interests Allowed as of the Effective Date
Except as otherwise provided (i) herein, (ii) upon a Final Order, or (iii) in an agreement by
the Debtors or the Reorganized Debtors, as the case may be, and the Holder of the applicable Claim
or Interest, on the Effective Date or as reasonably practicable thereafter, the Distribution Agent
shall make initial Distributions under the Plan on account of Claims and Interests Allowed on or
before the Effective Date, subject to the Reorganized Debtors’ right to object to Claims and
Interests; provided, however, that (1) Allowed Administrative Claims with respect to liabilities
incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases or assumed
by the Debtors prior to the Effective Date shall be paid or performed in the ordinary course of
business in accordance with the terms and conditions of any controlling agreements, course of
dealing, course of business, or industry practice and (2) Allowed Priority Tax Claims shall be paid
in accordance with Article II.C of the Plan.
B. Rights and Powers of Distribution Agent
1. Powers of the Distribution Agent
The Distribution Agent shall be empowered to: (a) effect all actions and execute all
agreements, instruments, and other documents necessary to perform its duties under the Plan; (b)
make all Distributions contemplated hereby; (c) employ professionals to represent it with respect
to its responsibilities; and (d) exercise such other powers as may be vested in the Distribution
Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Distribution
Agent to be necessary and proper to implement the provisions hereof.
2. Expenses Incurred on or after the Confirmation Date
Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees
and expenses incurred by the Distribution Agent on or after the Confirmation Date (including
taxes) and any reasonable compensation and expense reimbursement claims (including reasonable
attorney fees and expenses) made by the Distribution Agent shall be paid in Cash by the
Reorganized Debtors.
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C. Special Rules for Distributions to Holders of Disputed Claims and Interests
Notwithstanding any provision otherwise in the Plan and except as otherwise agreed by the
relevant parties, unless as otherwise agreed to by the Debtors or set forth in an order of the
Bankruptcy Court: (a) no partial payments and no partial Distributions shall be made with respect
to a Disputed Claim or Interest until all such disputes in connection with such Disputed Claim or
Interest have been resolved by settlement or Final Order; provided, however, that if a portion of a
Claim is not Disputed, the Distribution Agent may make a partial Distribution based on such
portion of such Claim that is not Disputed; and (b) any Entity that holds both an Allowed Claim
or Interest and a Disputed Claim or Interest shall not receive any Distribution on the Allowed
Claim or Interest unless and until all objections to the Disputed Claim or Interest have been
resolved by settlement or Final Order or the Claims or Interests have been Allowed or expunged.
Any dividends or other Distributions arising from property distributed to Holders of Allowed
Claims or Interests, as applicable, in a Class and paid to such Holders under the Plan shall also be
paid, in the applicable amounts, to any Holder of a Disputed Claim or Interest, as applicable, in
such Class that becomes an Allowed Claim or Interest after the date or dates that such dividends
or other Distributions were earlier paid to Holders of Allowed Claims or Interests in such Class.
D. Delivery of Distributions
Except as otherwise provided herein (including, for the avoidance of doubt, as set forth in
the foregoing paragraph with respect to Distributions to Holders of RCF Claims and Notes
Claims), and notwithstanding any authority to the contrary, Distributions to Holders of Allowed
Claims, including Claims that become Allowed after the Effective Date, shall be made to Holders
of record as of the Effective Date by the Distribution Agent: (1) to the address of such Holder as
set forth in the books and records of the applicable Debtor (or if the Debtors have been notified in
writing, on or before the date that is 10 days before the Effective Date, of a change of address, to
the changed address); (2) in accordance with Federal Rule of Civil Procedure 4, as modified and
made applicable by Bankruptcy Rule 7004, if no address exists in the Debtors books and records,
no Proof of Claim has been Filed and the Distribution Agent has not received a written notice of
address or change of address on or before the date that is 10 days before the Effective Date; or (3)
on any counsel that has appeared in the Chapter 11 Cases on the Holder’s behalf. Notwithstanding
anything to the contrary in the Plan, including this Article VI.D of the Plan, the Debtors, the
Reorganized Debtors, and the Distribution Agent shall not incur any liability whatsoever on
account of any Distributions under the Plan, including for the avoidance of doubt, Distributions to
the Holding Period Trust.
1. Compliance Matters
In connection with the Plan, to the extent applicable, the Reorganized Debtors and the
Distribution Agent shall comply with all tax withholding and reporting requirements imposed on
them by any Governmental Unit, and all Distributions pursuant to the Plan shall be subject to such
withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary,
the Reorganized Debtors and the Distribution Agent shall be authorized to take all actions
necessary or appropriate to comply with such withholding and reporting requirements, including
liquidating a portion of the Distribution to be made under the Plan to generate sufficient funds to
pay applicable withholding taxes, withholding Distributions pending receipt of information
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necessary to facilitate such Distributions, or establishing any other mechanisms they believe are
reasonable and appropriate. The Reorganized Debtors reserve the right to allocate all Distributions
made under the Plan in compliance with all applicable wage garnishments, alimony, child support,
and other spousal awards, liens, and encumbrances.
2. Foreign Currency Exchange Rate
Except as otherwise provided in a Final Order, as of the Effective Date, any Claim asserted
in currency other than U.S. dollars shall, for the purposes of determining the amount of a
Distribution be automatically deemed converted to the equivalent U.S. dollar value using the
exchange rate for the applicable currency as displayed by Bloomberg L.P. or, if that rate is not
available, as published in The Wall Street Journal, National Edition, as of a date to be agreed by
the Debtors or the Reorganized Debtors, the Majority Participating Lenders, and the Majority Core
Noteholder Group.
3. Undeliverable, and Unclaimed Distributions
(a) Undeliverable Distributions. If any Distribution to a Holder of an Allowed
Claim or Interest is returned to the Distribution Agent as undeliverable, no
further Distributions shall be made to such Holder unless and until the
Distribution Agent is notified in writing of such Holder’s then-current
address or other necessary information for delivery, at which time all
currently due missed Distributions shall be made to such Holder on the next
Distribution Date. Undeliverable Distributions shall remain in the
possession of the Reorganized Debtors until such time as a Distribution
becomes deliverable, or such Distribution reverts to the Reorganized
Debtors or is cancelled pursuant to Article VI.D.(c) of the Plan, and shall
not be supplemented with any interest, dividends, or other accruals of any
kind.
(b) Reversion. Any Distribution under the Plan, other than with respect to the
Noteholder Ordinary Shares or Exchange Notes, that is an unclaimed
Distribution for a period of six months after Distribution shall be deemed
unclaimed property under section 347(b) of the Bankruptcy Code and such
unclaimed Distribution shall revest in the applicable Reorganized Debtor
and, to the extent such unclaimed Distribution is not Noteholder Ordinary
Shares or Exchange Notes, as applicable, shall be deemed cancelled. Upon
such revesting, the Claim or Interest of any Holder or its successors with
respect to such property shall be cancelled, discharged, and forever barred
notwithstanding any applicable federal or state escheat, abandoned, or
unclaimed property laws, or any provisions in any document governing the
Distribution that is an unclaimed Distribution, to the contrary.
(c) Noteholder Ordinary Shares / Exchange Notes. Noteholder Ordinary Shares
and Exchange Notes will be issued directly to any Holder of an Allowed
Notes Claim (or its Nominee(s)) that has confirmed its details (including
details of a securities account that is compatible with Euroclear Sweden) to
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the Distribution Agent by no later than the date falling 10 Business Days
prior to the Effective Date (or such other time and date as the Debtor and
the Majority Core Noteholder Group may agree). Any Holder of an Allowed
Notes Claim that has not confirmed its details by this date shall accept that
its pro rata share of the Noteholder Ordinary Shares and Exchange Notes
may instead be transferred to the Holding Period Trust.
If any Holder of an Allowed Notes Claim is unable, owing to fund
constitutional or binding governance reasons, to receive its pro rata share of
the Noteholder Ordinary Shares or Exchange Notes or to nominate a
Nominee to receive its pro rata share of the Noteholder Ordinary Shares or
Exchange Notes, such Noteholder Ordinary Shares or Exchange Notes may
be transferred to the Holding Period Trust. Any unclaimed Noteholder
Ordinary Shares or Exchange Notes held by the trustee at the end of such
fixed period shall be liquidated and the net proceeds held on trust for a
further fixed period for such Holder of an Allowed Notes Claim to claim.
Upon the expiry of the later fixed period, the trustee will deliver any
unclaimed proceeds to the Debtor.
4. Surrender of Cancelled Instruments or Securities
On the Effective Date, each Holder of a Certificate shall be deemed to have surrendered
such Certificate to the Distribution Agent. Such Certificate shall be cancelled solely with respect
to the Debtors (other than any Certificate that survives and is not cancelled pursuant to the Plan),
and such cancellation shall not alter the obligations or rights of any non-Debtor third parties visà-
vis one another with respect to such Certificate. Notwithstanding the foregoing paragraph, this
Article VI shall not apply to any Claims and Interests Reinstated pursuant to the terms of the Plan.
E. Claims Paid or Payable by Third Parties
1. Claims Paid by Third Parties
A Claim shall be reduced in full, and such Claim shall be disallowed without an objection
to such Claim having to be Filed and without any further notice to or action, order, or approval of
the Bankruptcy Court, to the extent that the Holder of such Claim receives payment in full on
account of such Claim from a party that is not a Debtor or Reorganized Debtor. To the extent a
Holder of a Claim receives a Distribution on account of such Claim and receives payment from a
party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shall
repay, return or deliver any Distribution held by or transferred to the Holder to the applicable
Reorganized Debtor to the extent the Holder’s total recovery on account of such Claim from the
third party and under the Plan exceeds the amount of such Claim as of the date of any such
Distribution under the Plan; provided that the foregoing shall not prejudice such third party’s rights
(including, for the avoidance of doubt, subrogation rights) with respect to the Debtors and the
Reorganized Debtors.
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2. Claims Payable by Insurance Carriers
No Distributions under the Plan shall be made on account of an Allowed Claim that is
payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claim
has exhausted all remedies with respect to such insurance policy. To the extent that one or more
of the Debtors’ Insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a court
of competent jurisdiction), then immediately upon such Insurers’ agreement, such Claim may be
expunged to the extent of any agreed upon satisfaction on the Claims Register by the Claims and
Noticing Agent without a Claims objection having to be Filed and without any further notice to or
action, order, or approval of the Bankruptcy Court.
3. Applicability of Insurance Policies
Except as otherwise provided herein, Distributions to Holders of Allowed Claims shall be
in accordance with the provisions of an applicable insurance policy. Nothing contained in the Plan
shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may
hold against any other Entity, including Insurers under any policies of insurance, nor shall anything
contained herein constitute or be deemed a waiver by such Insurers of any defenses, including
coverage defenses, held by such Insurers.
F. Setoffs
Except as otherwise expressly provided for herein, each Reorganized Debtor, pursuant to
the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy
law, or as may be agreed to by the Holder of a Claim, may set off or recoup against any Allowed
Claim (other than an Allowed Claim held by a Consenting Creditor) and the Distributions to be
made pursuant to the Plan on account of such Allowed Claim (before any Distribution is made on
account of such Allowed Claim), any claims, rights, and Causes of Action of any nature that such
Debtor or Reorganized Debtor, as applicable, may hold against the Holder of such Allowed Claim,
to the extent such claims, rights, or Causes of Action against such Holder have not been otherwise
compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or
otherwise); provided, however, that neither the failure to effect such a setoff or recoupment nor the
allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such
Reorganized Debtor of any such claims, rights, and Causes of Action that such Reorganized Debtor
may possess against such Holder; provided, further, that such Holder may contest any such set off
by a Reorganized Debtor in the Bankruptcy Court or any other court of competent jurisdiction. For
the avoidance of doubt, any such right of set off may be preserved by Filing a Proof of Claim
related to such right of set off prior to the Effective Date.
G. Allocation between Principal and Accrued Interest
Except as otherwise provided herein, the aggregate consideration paid to Holders with
respect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to the
principal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest, if
any, on such Allowed Claim accrued through the Effective Date.
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H. Minimum Distributions
No (a) fractional shares of Noteholder Ordinary Shares or (b) fractional New Money Notes
or Exchange Notes shall be distributed, and no Cash shall be distributed in lieu of such fractional
amounts. Whenever any payment or Distribution of a (a) fraction of a dollar or (b) fractional New
Money Note or Exchange Note under this Plan would otherwise be called for, such payment or
Distribution shall be rounded as follows: (x) fractions of one-half (½) or greater shall be rounded
to the next higher whole number; and (y) fractions of less than one-half (½) shall be rounded to
the next lower whole number with no further payment or Distribution therefore. The total number
of authorized New Money Notes, and/or Exchange Notes, as applicable, shall be adjusted as
necessary to account for the foregoing rounding, subject to any minimum denominations required
under the Exchange Notes or the New Money Notes, as the case may be.
Whenever any payment or Distribution of a fraction of a dollar or fractional share of
Noteholder Ordinary Shares under this Plan would otherwise be called for, the actual payment or
Distribution will reflect a rounding down of such fraction to the nearest whole dollar or share of
Noteholder Ordinary Shares, with half dollars and half shares of Noteholder Ordinary Shares or
less being rounded down.
ARTICLE VII
PROCEDURES FOR RESOLVING DISPUTED CLAIMS
A. Disputed Claims Generally
Notwithstanding section 502(a) of the Bankruptcy Code, and except as otherwise set forth
in the Plan or Combined Order, Holders of Claims, other than Claims arising from the rejection of
an Executory Contract or Unexpired Lease, need not File Proofs of Claim with the Bankruptcy
Court, and the Reorganized Debtors and Holders of Claims shall determine, adjudicate, and resolve
any disputes over the validity and amounts of such Claims as if the Chapter 11 Cases had not been
commenced. The Holders of Claims other than Claims arising from the rejection of an Executory
Contract or Unexpired Lease shall not be subject to any Claims resolution process in the
Bankruptcy Court. Except for Proofs of Claim in respect of Claims arising from the rejection of
an Executory Contract or Unexpired Lease, any Filed Claim, regardless of the time of filing, and
including Claims Filed after the Effective Date, shall be deemed withdrawn. From and after the
Effective Date, the Reorganized Debtors may satisfy, dispute, settle, or otherwise compromise any
Claim without approval of the Bankruptcy Court.
B. Objections to Claims
Except insofar as a Claim is Allowed under the Plan, the Debtors or the Reorganized
Debtors, as applicable, shall be entitled to object to Claims. After the Effective Date, the
Reorganized Debtors shall have and retain any and all rights and defenses that the Debtors had
with regard to any Claim or Interest. Any objections to Claims shall be served and Filed on or
before the later of (i) one (1) year after the Effective Date and (ii) such later date as may be fixed
by the Bankruptcy Court. The expiration of such period shall not limit or affect the Debtors’ or the
Reorganized Debtors’ rights to dispute Claims other than through an objection to a Claim or to
Proof of such Claim.
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C. Estimation of Claims
The Debtors or the Reorganized Debtors, as applicable, and subject to the consent of the
Majority Participating Lenders and the Majority Core Noteholder Group, not to be unreasonably
withheld, may (i) determine, resolve, and otherwise adjudicate all contingent, unliquidated, and
Disputed Claims in the Bankruptcy Court and (ii) at any time request that the Bankruptcy Court
estimate any contingent, unliquidated, or Disputed Claim pursuant to section 502(c) of the
Bankruptcy Code regardless of whether the Debtors previously objected to such Claim or whether
the Bankruptcy Court has ruled on any such objection. The Bankruptcy Court will retain
jurisdiction to estimate any Claim, including, without limitation, at any time during litigation
concerning any objection to any Claim or during the pendency of any appeal relating to any such
objection. In the event that the Bankruptcy Court estimates any contingent, unliquidated, or
Disputed Claim, the amount so estimated shall constitute either the Allowed amount of such Claim
or a maximum limitation on the Allowed amount of such Claim, as determined by the Bankruptcy
Court. If the estimated amount constitutes a maximum limitation on the Allowed amount of such
Claim, the Debtors or the Reorganized Debtors, as applicable, may pursue supplementary
proceedings to object to the allowance of such Claim.
D. Disallowance of Claims
Any Claims held by Entities from which property is recoverable under sections 542, 543,
550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under sections
522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemed
Disallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims may
not receive any Distributions on account of such Claims until such time as such Causes of Action
against that Entity have been settled or a Bankruptcy Court order with respect thereto has been
entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the
Debtors or the Reorganized Debtors.
E. No Distributions Pending Allowance
If an objection, motion to estimate, or other challenge to a Claim is Filed, no payment or
Distribution provided under the Plan shall be made on account of such Claim unless and until (and
only to the extent that) such Disputed Claim becomes an Allowed Claim.
F. Distributions after Allowance
To the extent that a Disputed Claim ultimately becomes an Allowed Claim, Distributions (if
any) shall be made to the Holder of such Allowed Claim in accordance with the provisions of the
Plan, including the treatment provisions provided in Article IV of the Plan.
G. Claim Resolution Procedures Cumulative
All of the Claims, objection, estimation, and resolution procedures in the Plan are intended
to be cumulative and not exclusive of one another. Claims may be estimated and subsequently
settled, compromised, withdrawn, or resolved in accordance with the Plan without further notice
or Bankruptcy Court approval.
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H. Single Satisfaction of Claims and Interests
In no case shall the aggregate value of all property received or retained under the Plan on
account of any Allowed Claim or Interest exceed 100 percent of the underlying Allowed Claim or
Interest plus applicable interest required to be paid hereunder, if any.
ARTICLE VIII
EFFECT OF CONFIRMATION OF THE PLAN
A. Discharge of Claims and Termination of Interests
Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise
specifically provided in the Plan or in any contract, instrument, or other agreement or
document created pursuant to the Plan, the Distributions, rights, and treatment that are
provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of
the Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever,
including any interest accrued on Claims or Interests from and after the Petition Date,
whether known or unknown, against, liabilities of, Liens on, obligations of, rights against,
and Interests in, the Debtors or any of their assets or properties, regardless of whether any
property shall have been distributed or retained pursuant to the Plan on account of such
Claims and Interests, including demands, liabilities, and Causes of Action that arose before
the Effective Date, any liability (including withdrawal liability) to the extent such Claims or
Interests relate to services performed by employees of the Debtors prior to the Effective Date
and that arise from a termination of employment, any contingent or non-contingent liability
on account of representations or warranties issued on or before the Effective Date, and all
debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in
each case whether or not: (a) a Proof of Claim based upon such debt or right is Filed or
deemed Filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Interest based
upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code;
or (c) the Holder of such a Claim or Interest has accepted the Plan. The Combined Order
shall be a judicial determination of the discharge of all Claims and Interests subject to the
occurrence of the Effective Date.
B. Release of Liens
Except as otherwise provided in or pursuant to the New Security Documents, the
Plan, the Combined Order, or any other contract, instrument, release, or other agreement
or document created pursuant to the Plan, on the Effective Date and concurrently with the
applicable Distributions made pursuant to the Plan and, in the case of a Secured Claim,
satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective
Date, except for Other Secured Claims that the Debtors elect to Reinstate in accordance with
Article III.B. hereof and any existing mortgages, deeds of trust, Liens, pledges, or other
security interests against any property of the Estates or the Debtors' affiliates for the benefit
of Holders of RCF Claims, all mortgages, deeds of trust, Liens, pledges, or other security
interests against any property of the Estates shall be fully released and discharged, and all
of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges,
or other security interests shall revert to the Reorganized Debtors and their successors and
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assigns, other than, for the avoidance of doubt, the Liens and security interests granted
pursuant to, or in connection with, the Facility Agreement Amendments Documents, the
Amended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documents
or the Security Documents (as defined in the Notes Amendments Documents). Any Holder
of such Secured Claim (and the applicable agents for such Holder) shall be authorized and
directed, at the sole cost and expense of the Reorganized Debtors, to release any collateral or
other property of any Debtor (including any cash collateral and possessory collateral) held
by such Holder (and the applicable agents for such Holder), and to take such actions as may
be reasonably requested by the Reorganized Debtors to evidence the release of such Lien,
including the execution, delivery, and filing or recording of such releases. The presentation
or filing of the Combined Order to or with any federal, state, provincial, or local agency or
department shall constitute good and sufficient evidence of, but shall not be required to
effect, the termination of such Liens.
C. Releases by the Debtors
Except as otherwise specifically provided in the Plan or the Combined Order,
pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, as
of the Effective Date, each Released Party is deemed released and discharged by the Debtors,
the Reorganized Debtors, and their Estates from any and all Causes of Action, including any
Avoidance Actions and derivative claims asserted on behalf of the Debtors, that the Debtors,
the Reorganized Debtors, or their Estates would have been legally entitled to assert in their
own right (whether individually or collectively) or on behalf of the Holder of any Claim or
Cause of Action against, or Interest in, a Debtor or other Entity, whether known or unknown,
foreseen or unforeseen, asserted or unasserted, matured or unmatured, existing or hereafter
arising in law, equity, contract, tort, or otherwise, based on or relating to, or in any manner
arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court restructuring
efforts, intercompany transactions between or among the Debtors or between the Debtors
and their non-Debtor Affiliates, the Facility Agreement, the Facility Agreement Documents,
the Prepetition Finance Documents, the Chapter 11 Cases, the formulation, preparation,
dissemination, negotiation, or filing of the Lock-Up Agreement, the Disclosure Statement,
the Definitive Documents, the Facility Agreement Amendments Documents, the Notes
Amendments Documents, the New Money Documents, the New Security Documents, the
Rights Offering Documents, the Restructuring Implementation Deed, the Plan, or any
Restructuring Transaction, contract, instrument, release, or other agreement or document
created or entered into in connection with the Lock-Up Agreement, the Disclosure
Statement, the Definitive Documents, the Facility Agreement Amendments Documents, the
Notes Amendments Documents, the New Money Documents, the New Security Documents,
the Rights Offering Documents or the Plan, the filing of the Chapter 11 Cases, the pursuit of
Confirmation, the pursuit of Consummation, the administration and implementation of the
Plan, including the issuance or Distribution of Securities pursuant to the Plan, or the
Distribution of property under the Plan, the Lock-Up Agreement, or any other related
agreement, or upon any other act or omission, transaction, agreement, event, or other
occurrence taking place on or before the Effective Date. Notwithstanding anything to the
contrary in the foregoing, the releases set forth above do not release (i) any post-Effective
Date obligations of any party or Entity under the Plan, the Lock-Up Agreement, the
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Restructuring Implementation Deed, the Rights Offering Documents (including the
Backstop Agreement), the Notes Amendments Documents, the New Money Documents, the
New Security Documents, the Definitive Documents, the Facility Agreement Amendments
Documents, or any Restructuring Transaction, or any document, instrument, or agreement
(including those set forth in the Plan Supplement) executed to implement the Plan, (ii) any
Causes of Action specifically retained by the Debtors pursuant to the Schedule of Retained
Causes of Action, (iii) any Cause of Action that is judicially determined by a Final Order to
have constituted actual fraud, willful misconduct gross negligence of an Entity other than a
Debtor, (iv) any Cause of Action against a Released Party arising from any obligations owed
to or by the Debtors pursuant to an Executory Contract or Unexpired Lease that is not
otherwise rejected by the Debtors pursuant to section 365 of the Bankruptcy Code before,
after, or as of the Effective Date, (v) any Cause of Action that is of a commercial nature and
arising in the ordinary course of business, such as accounts receivable and accounts payable
on account of goods and services being performed, or (vi) any Cause of Action against a
Holder of a Disputed Claim to the extent necessary to administer and resolve such Disputed
Claim solely in accordance with the Plan.
D. Releases by Holders of Claims and Interests
Except as otherwise specifically provided in the Plan or the Combined Order, as of
the Effective Date, each Releasing Party is deemed to have released and discharged each
Debtor, Reorganized Debtor, and Released Party from any and all Causes of Action, whether
known or unknown, foreseen or unforeseen, asserted or unasserted, matured or unmatured,
existing or hereafter arising in law, equity, contract, tort, or otherwise, including any
derivative claims asserted on behalf of the Debtors, that such Entity would have been legally
entitled to assert (whether individually or collectively), based on or relating to, or in any
manner arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court
restructuring efforts, intercompany transactions between or among the Debtors or between
the Debtors and their non-Debtor Affiliates, the Facility Agreement, the Facility Agreement
Documents, the Prepetition Finance Documents, the Chapter 11 Cases, the formulation,
preparation, dissemination, negotiation, or filing of the Lock-Up Agreement, the Disclosure
Statement, the Definitive Documents, the Facility Agreement Amendments Documents, the
Notes Amendments Documents, the New Money Documents, the New Security Documents,
the Rights Offering Documents, the Restructuring Implementation Deed, the Plan, or any
Restructuring Transaction, contract, instrument, release, or other agreement or document
created or entered into in connection with the Lock-Up Agreement, the Disclosure
Statement, the Definitive Documents, the Facility Agreement Amendments Documents, the
Notes Amendments Documents, the New Money Documents, the New Security Documents,
the Rights Offering Documents, or the Plan, the filing of the Chapter 11 Cases, the pursuit
of Confirmation, the pursuit of Consummation, the administration and implementation of
the Plan, including the issuance or Distribution of Securities pursuant to the Plan, or the
Distribution of property under the Plan, or the Lock-Up Agreement. Notwithstanding
anything to the contrary in the foregoing, the releases set forth above do not release (i) any
post-Effective Date obligations of any party or Entity under the Plan, any Restructuring
Transaction, the Lock-Up Agreement, the Restructuring Implementation Deed, the Rights
Offering Documents (including the Backstop Agreement), the Notes Amendments
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Documents, the New Money Documents, the New Security Documents, the Definitive
Documents, the Facility Agreement Amendments Documents, or any other document,
instrument, or agreement (including those set forth in the Plan Supplement) executed to
implement the Plan, (ii) any Causes of Action specifically retained by the Debtors pursuant
to the Schedule of Retained Causes of Action, (iii) any Cause of Action that is judicially
determined by a Final Order to have constituted actual fraud, willful misconduct, or gross
negligence, (iv) any Cause of Action against a Released Party arising from any obligations
owed to or by the Debtors pursuant to an Executory Contract or Unexpired Lease that is not
otherwise rejected by the Debtors pursuant to section 365 of the Bankruptcy Code before,
after, or as of the Effective Date, (v) any Cause of Action that is of a commercial nature and
arising in the ordinary course of business, such as accounts receivable and accounts payable
on account of goods and services being performed, or (vi) any Cause of Action against a
Holder of a Disputed Claim to the extent necessary to administer and resolve such Disputed
Claim solely in accordance with the Plan.
E. Exculpation
Except as otherwise expressly provided in the Plan or the Combined Order, to the
fullest extent permitted by applicable law, no Exculpated Party shall have or incur, and each
Exculpated Party is released and exculpated from any and all Causes of Action arising from
the Petition Date to the Effective Date whether known or unknown, foreseen or unforeseen,
asserted or unasserted, matured or unmatured, existing or hereafter arising in law, equity,
contract, tort or otherwise, for any claim related to any act or omission in connection with,
relating to, or arising out of the Debtors, the Debtors’ in- or out-of-court restructuring
efforts, intercompany transactions between or among the Debtors or between the Debtors
and their non-Debtor Affiliates, the Facility Agreement, the Prepetition Finance Documents,
the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of
the Lock-Up Agreement, the Disclosure Statement, the Definitive Documents, the Facility
Agreement Amendments Documents, the Notes Amendments Documents, the New Money
Documents, the New Security Documents, the Rights Offering Documents, the Restructuring
Implementation Deed, the Plan, or any Restructuring Transaction, contract, instrument,
release, or other agreement or document created or entered into in connection with the Lock-
Up Agreement, the Disclosure Statement, the Definitive Documents, the Facility Agreement
Amendments Documents, the Notes Amendments Documents, the New Money Documents,
the New Security Documents, the Plan, the filing of the Chapter 11 Cases, the pursuit of
Confirmation, the pursuit of Consummation, the administration and implementation of the
Plan, including the issuance of Securities pursuant to the Plan, or the Distribution of
property under the Plan, the Lock-Up Agreement, or any other related agreement, except
for claims related to any act or omission that is determined in a Final Order to have
constituted actual fraud, willful misconduct, or gross negligence, but in all respects such
Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their
duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon
completion of the Plan shall be deemed to have, participated in good faith and in compliance
with the applicable laws with regard to the solicitation of votes and Distribution of
consideration pursuant to the Plan and, therefore, are not, and on account of such
Distributions shall not be, liable at any time for (i) any post-Effective Date obligations of any
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party or Entity under the Plan, any Restructuring Transaction, the Lock-Up Agreement, the
Restructuring Implementation Deed, or any document, instrument, or agreement (including
those set forth in the Plan Supplement) executed to implement the Plan, (ii) any Causes of
Action specifically retained by the Debtors pursuant to the Schedule of Retained Causes of
Action, (iii) any Cause of Action (other than a Cause of Action against the Debtors, the
Reorganized Debtors, or any Related Party of the Debtors) unknown to such Exculpated
Party as of the Effective Date that arises out of actual fraud or gross negligence of an Entity
other than such Exculpated Party, or (iv) the violation of any applicable law, rule, or
regulation governing the solicitation of acceptances or rejections of the Plan or such
Distributions made pursuant to the Plan.
F. Injunction
Upon entry of the Combined Order, all Persons and Entities shall be enjoined from
taking any actions to interfere with the implementation or consummation of this Plan or the
vesting of the Estates’ assets in, and the enjoyment of such assets by, the Reorganized Debtors
pursuant to this Plan.
Except as otherwise specifically provided in the Plan or for obligations issued or
required to be paid pursuant to the Plan or the Combined Order, all Entities who have held,
hold, or may hold claims or interests that have been released, discharged, or are subject to
exculpation are permanently enjoined, from and after the Effective Date, from taking any of
the following actions (collectively, the “Covered Matters”) against, as applicable, the Debtors,
the Reorganized Debtors, the Exculpated Parties, or the Released Parties (the “Covered
Entities”): (a) commencing or continuing in any manner any action or other proceeding of
any kind on account of or in connection with or with respect to any such claims or interests;
(b) enforcing, attaching, collecting, or recovering by any manner or means any judgment,
award, decree, or order against such Entities on account of or in connection with or with
respect to any such claims or interests; (c) creating, perfecting, or enforcing any
encumbrance of any kind against such Entities or the property or the estates of such Entities
on account of or in connection with or with respect to any such claims or interests; (d)
asserting any right of setoff, subrogation, or recoupment of any kind against any obligation
due from such Entities or against the property of such Entities on account of or in connection
with or with respect to any such claims or interests unless such Holder has Filed a motion
requesting the right to perform such setoff on or before the Effective Date, and
notwithstanding an indication of a claim or interest or otherwise that such Holder asserts,
has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and
(e) commencing or continuing in any manner any action or other proceeding of any kind on
account of or in connection with or with respect to any such claims or interests released or
settled pursuant to the Plan.
With respect to any Covered Entity, no Entity or Person may commence or continue
any action, employ any process, or take any other act to pursue, collect, recover or offset any
Claim, Interest, debt, obligation, or Cause of Action relating or reasonably likely to relate to
any act or commission in connection with, relating to, or arising out of a Covered Matter
(including one that alleges the actual fraud, gross negligence, or willful misconduct of a
Covered Entity), unless expressly authorized by the Bankruptcy Court after (1) it
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determines, after a notice and a hearing, such Claim, Interest, debt, obligation, or Cause of
Action is colorable and (2) it specifically authorizes such Entity or Person to bring such
Claim or Cause of Action. The Bankruptcy Court shall have sole and exclusive jurisdiction
to determine whether any such Claim, Interest, debt, obligation or Cause of Action is
colorable and, only to the extent legally permissible and as provided for in Article XI, shall
have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation,
or Cause of Action.
G. Reimbursement or Contribution
If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity
pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is
contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed
and expunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the
Confirmation Date: (1) such Claim has been adjudicated as non-contingent; or (2) the relevant
Holder of a Claim has Filed a Proof of Claim on account of such Claim and a Final Order has been
entered prior to the Confirmation Date determining such Claim as no longer contingent.
ARTICLE IX
CONDITIONS PRECEDENT TO THE EFFECTIVE DATE
A. Conditions Precedent to the Effective Date
It shall be a condition to the Effective Date that the following conditions shall have been
satisfied, in a manner reasonably acceptable to the Majority Core Noteholder Group and the
Majority Participating Lenders, or waived pursuant to Article IX.B of the Plan:
1. the Combined Order in form and substance acceptable to the Majority Core
Noteholder Group and the Majority Participating Lenders shall be a Final Order ;
2. the Transaction Documents and the New Security Documents, shall be in form and
substance acceptable to the Majority Core Noteholder Group and the Majority
Participating Lenders (with all conditions precedent thereto having been satisfied
or waived, other than the occurrence of the Effective Date and those conditions
precedent that are expected to occur on the Effective Date);
3. the Backstop Agreement shall remain in full force and effect and shall not have
terminated pursuant to its terms;
4. the Rights Offering shall have been conducted, in all material respects, in
accordance with the Rights Offering Procedures;
5. issuance of the Noteholder Ordinary Shares (with all conditions precedent thereto
having been satisfied or waived, other than the occurrence of the Effective Date),
in each case, in accordance with the Plan, the Lock-Up Agreement, and the
Restructuring Implementation Deed;
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6. all conditions precedent to the issuance of the Exchange Notes have been satisfied
or waived, other than the occurrence of the Effective Date and those conditions
precedent that are expected to occur on the Effective Date, in each case, in
accordance with the Plan, the Lock-Up Agreement, and the Restructuring
Implementation Deed;
7. all conditions precedent to the issuance of the New Money Notes have been
satisfied or waived, other than the occurrence of the Effective Date and those
conditions precedent that are expected to occur on the Effective Date, in each case,
in accordance with the Plan, the Lock-Up Agreement, and the Restructuring
Implementation Deed;
8. all conditions precedent to the effectiveness of the SSRCF have been satisfied or
waived, other than the occurrence of the Effective Date and those conditions
precedent that are expected to occur on the Effective Date, in each case, in
accordance with the Plan, the Lock-Up Agreement, and the Restructuring
Implementation Deed;
9. all other applicable Definitive Documents shall be in form and substance acceptable
to the Majority Core Noteholder Group and the Majority Participating Lenders
(with all conditions precedent thereto having been satisfied or waived, other than
the occurrence of the Effective Date and those conditions precedent that are
expected to occur on the Effective Date);
10. the establishment and funding of the Professional Fee Escrow Account;
11. payment of all fees, costs and expenses required to be paid under the Lock-Up
Agreement, the Backstop Agreement, and the other Transaction Documents and in
accordance with the Lock-Up Agreement, including the Restructuring Expenses (to
the extent not already paid);
12. the Swedish Reorganisation Plan Confirmation shall have occurred and shall be a
Final Order;
13. the Agreed Steps Plan and evidence that steps and transactions referred to therein
as steps/transactions to be undertaken on or prior to the Effective Date shall have
been or will be duly completed to the satisfaction of the Majority Core Noteholder
Group and the Majority Participating Lenders in accordance with the Plan, the
Lock-Up Agreement, and the Restructuring Implementation Deed;
14. all payments in Cash due pursuant to the Treatment in Class 3 and pursuant to the
Treatment in Class 5 shall have been paid in full in Cash;
15. all requisite governmental authorities and third parties will have approved or
consented to the Restructuring Transactions and any applicable waiting period
under applicable law (including with respect to antitrust laws) shall have expired,
in either case, to the extent required;
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16. no court of competent jurisdiction or other competent governmental or regulatory
authority shall have issued any order making illegal or otherwise preventing or
prohibiting the consummation of any Restructuring Transactions;
17. the Debtors shall have implemented the Restructuring Transactions and all
transactions contemplated by, and in accordance with, the Lock-Up Agreement, the
Agreed Steps Plan, the Restructuring Implementation Deed, and the Plan; and
18. either:
i) the Lock-Up Agreement shall not have been terminated and shall remain in full force
and effect; or
ii)
(a) on or before May 30, 2025 the Debtors shall have delivered the Swedish RP
Certificate to the Consenting Creditors;
(b) the Lock-Up Agreement shall not have been terminated other than pursuant to
clause 8.1(b) (Automatic Termination) of the Lock-Up Agreement and such
termination shall have occurred not more than 122 days before the Effective
Date; and
(c) the Company shall have delivered to the Consenting Creditors a LUA
Compliance Certificate;
(d) no event or circumstance has occurred which (with the expiry of any grace
period, the giving of any notice or any combination of the foregoing) would
have resulted in a termination right arising in favor of (i) the Majority Core
Noteholder Group or the Majority Participating Lenders under paragraphs (c)
to (e) of Clause 8.3 (Voluntary termination) or 8.5 (Termination by
Participating Lenders with respect to Participating Lenders only) of the Lock-
Up Agreement or (ii) the Majority Participating Lenders or the Majority
Consenting Noteholders under paragraph (f) of Clause 8.3 (Voluntary
termination) of the Lock-Up Agreement (in each case, as if it had not already
terminated) and none of the Majority Core Noteholder Group, the Majority
Participating Lenders nor the Majority Consenting Noteholders have delivered
notice to the Company confirming that it or they would have terminated the
Lock-Up Agreement on the basis of such event or circumstance if the Lock-Up
Agreement had still been in full force and effect; and
(e) neither the Majority Core Noteholder Group nor the Majority Participating
Lenders have delivered an Effective Date Failed CP Notice to the Company.
B. Waiver of Conditions Precedent
The Debtors, with the prior written consent (which may be provided through electronic
mail) of the Majority Core Noteholder Group and the Majority Participating Lenders, may waive
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any of the conditions to the Effective Date set forth in Article IX.A of the Plan at any time or as
otherwise provided in the Lock-Up Agreement without any notice to any other parties in interest
and without any further notice to or action, order, or approval of the Bankruptcy Court, and without
any formal action other than proceeding to confirm and consummate the Plan. The failure of the
Debtors or Reorganized Debtors, as applicable, or the Consenting Creditors to exercise any of the
foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be
deemed an ongoing right, which may be asserted at any time.
ARTICLE X
MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN
A. Modification of Plan
Subject to the limitations and terms contained in the Plan, the Debtors reserve the right to
(1) amend or modify the Plan before the entry of the Combined Order consistent with the terms
set forth herein, in accordance with the Bankruptcy Code and the Bankruptcy Rules; and (2) after
the entry of the Combined Order, the Debtors or the Reorganized Debtors, as applicable, may,
upon order of the Bankruptcy Court, amend or modify the Plan, in accordance with section 1127(b)
of the Bankruptcy Code, subject to the Lock-Up Agreement, to remedy any defect or omission, or
reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the
purpose and intent of the Plan consistent with the terms set forth herein, in each case set forth in
the preceding clauses (1) and (2) with the prior written consent (which may be provided through
electronic mail) of the Majority Consenting Creditors. The Debtors must give counsel to the
Consenting Creditors (or, if a Consenting Creditor does not have counsel, to such Consenting
Creditor) at least five (5) Business Days’ advance notice, or otherwise as much notice as is
reasonably practicable, prior to withdrawing the Plan.
B. Effect of Confirmation on Modifications
Entry of the Combined Order shall constitute approval of all modifications to the Plan
occurring after the solicitation thereof pursuant to section 1127(a) of the Bankruptcy Code and a
finding that such modifications to the Plan do not require additional disclosure or resolicitation
under Bankruptcy Rule 3019.
C. Withdrawal of Plan
The Debtors reserve the right, subject to the terms of the Lock-Up Agreement and the
approval rights of the parties set forth therein, to revoke or withdraw the Plan with respect to any
or all Debtors before the Confirmation Date and to File subsequent chapter 11 plans. If the Debtors
revoke or withdraw the Plan, or if Confirmation or the Effective Date does not occur, then: (1) the
Plan will be null and void in all respects; (2) any settlement or compromise embodied in the Plan,
assumption or rejection of Executory Contracts or Unexpired Leases effectuated by the Plan, and
any document or agreement executed pursuant hereto will be null and void in all respects; and (3)
nothing contained in the Plan shall (a) constitute a waiver or release of any Claims, Interests, or
Causes of Action by any Entity, (b) prejudice in any manner the rights of any Debtor or any other
Entity, or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by any
Debtor or any other Entity; provided, however, that all provisions of the Lock-Up Agreement that
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survive the termination of these agreements (each, according to its terms) shall remain in effect in
accordance with the terms thereof.
ARTICLE XI
RETENTION OF JURISDICTION
Notwithstanding the entry of the Combined Order and the occurrence of the Effective Date,
the Bankruptcy Court shall retain jurisdiction over all matters arising out of, or related to, the
Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code,
which shall be exclusive jurisdiction within the territorial jurisdiction of the United States,
including jurisdiction to:
1. subject to Article VII.A of the Plan, allow, disallow, determine, liquidate, classify,
estimate, or establish the priority, secured or unsecured status, or amount of any
Claim or Interest, including the resolution of any request for payment of any Claim
or Interest and the resolution of any and all objections to the secured or unsecured
status, priority, amount, or allowance of Claims or Interests;
2. decide and resolve all matters related to the granting and denying, in whole or in
part, any applications for allowance of compensation or reimbursement of expenses
to Professionals authorized pursuant to the Bankruptcy Code or the Plan;
3. resolve any matters related to Executory Contracts or Unexpired Leases, including:
(a) the assumption or assumption and assignment of any Executory Contract or
Unexpired Lease to which a Debtor is party or with respect to which a Debtor may
be liable and to hear, determine, and, if necessary, liquidate, any Cure or Claims
arising therefrom, including pursuant to section 365 of the Bankruptcy Code; (b)
any potential contractual obligation under any Executory Contract or Unexpired
Lease that is assumed; and (c) any dispute regarding whether a contract or lease is
or was executory or expired;
4. ensure that Distributions to Holders of Allowed Claims are accomplished pursuant
to the provisions of the Plan and adjudicate any and all disputes arising from or
relating to Distributions under the Plan;
5. adjudicate, decide, or resolve any motions, adversary proceedings, contested or
litigated matters, and any other matters, and grant or deny any applications
involving a Debtor that may be pending on the Effective Date;
6. enter and implement such orders as may be necessary or appropriate to execute,
implement, or consummate the provisions of (a) contracts, instruments, releases,
indentures, and other agreements or documents approved by Final Order in the
Chapter 11 Cases and (b) the Plan, the Combined Order, and contracts, instruments,
releases, indentures, and other agreements or documents created in connection with
the Plan;
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7. enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a)
of the Bankruptcy Code;
8. grant any consensual request to extend the deadline for assuming or rejecting
Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code;
9. issue injunctions, enter and implement other orders, or take such other actions as
may be necessary or appropriate to restrain interference by any Entity with
Consummation or enforcement of the Plan;
10. hear, determine, and resolve any cases, matters, controversies, suits, disputes, or
Causes of Action in connection with or in any way related to the Chapter 11 Cases,
including: (a) with respect to the repayment or return of Distributions and the
recovery of additional amounts owed by the Holder of a Claim or an Interest for
amounts not timely repaid pursuant to Article VI of the Plan; (b) with respect to the
releases, injunctions, and other provisions contained in Article VIII of the Plan,
including entry of such orders as may be necessary or appropriate to implement
such releases, injunctions, and other provisions; (c) that may arise in connection
with the Consummation, interpretation, implementation, or enforcement of the Plan
and the Combined Order; or (d) related to section 1141 of the Bankruptcy Code;
11. decide and resolve all matters related to the issuance of the Noteholder Ordinary
Shares and the New Money Notes and the execution of the Transaction Documents;
12. enter and implement such orders as are necessary or appropriate if the Combined
Order is for any reason modified, stayed, reversed, revoked, or vacated;
13. consider any modifications of the Plan, to cure any defect or omission, or to
reconcile any inconsistency in any Bankruptcy Court order, including the
Combined Order;
14. hear and determine matters concerning state, local, and federal taxes in accordance
with sections 346, 505, and 1146 of the Bankruptcy Code;
15. enter an order or Final Decree concluding or closing the Chapter 11 Cases;
16. enforce all orders previously entered by the Bankruptcy Court; and
17. hear and determine any other matters related to the Chapter 11 Cases and not
inconsistent with the Bankruptcy Code or title 28 of the United States Code.
provided, in each case, that the Bankruptcy Court shall not retain jurisdiction over matters arising
from agreements or documents (or performance under agreements or documents) contained in the
Plan Supplement or any Definitive Documents, in each case, that have a jurisdictional, forum
selection, or dispute resolution clause that refers matters to or permits a Person to bring actions
before a different court or forum, and any matters arising from agreements or documents (or
performance under any agreements or documents) contained in the Plan Supplement or any other
Definitive Documents that contain such clauses shall be governed in accordance with the
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provisions of such agreements or documents; provided, further, that if the Bankruptcy Court
abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction
over any matter arising in, arising under, or related to the Chapter 11 Cases, the provisions of this
Article XI shall have no effect upon and shall not control, prohibit, or limit the exercise of
jurisdiction by any other court having jurisdiction with respect to such matter.
ARTICLE XII
MISCELLANEOUS PROVISIONS
A. Immediate Binding Effect
Notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the
occurrence of the Effective Date, the terms of the Plan shall be immediately effective and
enforceable and deemed binding upon the Debtors, the Reorganized Debtors, and any and all
Holders of Claims or Interests (irrespective of whether such Claims or Interests are deemed to have
accepted the Plan), all Entities that are parties to or are subject to the settlements, compromises,
releases, discharges, exculpations, and injunctions described in the Plan, each Entity acquiring
property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired
Leases with the Debtors. All Claims against and Interests in the Debtors shall be as fixed, adjusted,
or compromised, as applicable, pursuant to the Plan regardless of whether any Holder of a Claim
or Interest has voted on the Plan.
B. Additional Documents
On or before the Effective Date, the Debtors may File with the Bankruptcy Court such
agreements and other documents as may be necessary or appropriate to effectuate and further
evidence the terms and conditions of the Plan; provided, however, that such agreements and other
documents shall be consistent in all material respects with the terms and conditions of the Lock-
Up Agreement, including the condition that such agreements and other documents shall be in form
and substance reasonably acceptable to the Majority Participating Lenders and the Majority Core
Noteholder Group. The Debtors or the Reorganized Debtors, as applicable, and all Holders of
Claims and Interests receiving Distributions pursuant to the Plan and all other parties in interest
shall, from time to time, prepare, execute, and deliver any agreements or documents and take any
other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.
C. Payment of Statutory Fees
Prior to the Effective Date, the Debtors shall pay all fees due and payable pursuant to 28
U.S.C. § 1930(a)(6) and shall File monthly reports in a form reasonably acceptable to the U.S.
Trustee. On or after the Effective Date, the Reorganized Debtors shall pay any and all fees when
due and payable, and shall File with the Bankruptcy Court quarterly reports in a form reasonably
acceptable to the U.S. Trustee. Each Reorganized Debtor shall remain obligated to pay all fees to
the U.S. Trustee until the applicable Debtor’s Chapter 11 Case is closed.
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D. Reservation of Rights
Except as expressly set forth herein, the Plan shall have no force or effect unless the
Bankruptcy Court shall enter the Combined Order. None of the filing of the Plan, any statement
or provision contained in the Plan, including the amounts set forth in Article III.D, or the taking
of any action by any Debtor or any party in interest with respect to the Plan, the Disclosure
Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any
rights of any party in interest prior to the Effective Date.
E. Successors and Assigns
The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be
binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign,
Affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian, if any, of each
such Entity.
F. Service of Documents
After the Effective Date, any pleading, notice, or other document required by the Plan to
be served on or delivered to the Reorganized Debtors shall be served on:
Reorganized Debtors Intrum AB
Riddargatan 10
Stockholm, Sweden 11435
Attention: Niklas Lundquist
Counsel to Debtors Porter Hedges LLP
1000 Main St., 36th
Houston, TX 77002
Attn.: John F. Higgins (jhiggins@porterhedges.com)
Milbank LLP
55 Hudson Yards
New York, New York 10001
Attn.: Dennis F. Dunne (ddunne@milbank.com)
Jaimie Fedell (jfedell@milbank.com)
Counsel to Consenting Noteholders
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
Attn.: Adam J. Goldberg (adam.goldberg@lw.com)
Ebba Gebisa (ebba.gebisa@lw.com)
Brian S. Rosen (brian.rosen@lw.com)
Thomas Fafara (thomas.fafara@lw.com)
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Counsel to the RCF SteerCo Group Clifford Chance US LLP
Two Manhattan West
375 9th Avenue
New York, NY 10001
Maja Zerjal Fink (maja.zerjalfink@cliffordchance.com)
Robert Johnson (robert.johnson@cliffordchance.com)
Madelyn Nicolini (madelyn.nicolini@cliffordchance.com)
United States Trustee Office of the United States Trustee
for the Southern District of Texas
515 Rusk Street, Suite 3516
Houston, Texas 77002
G. Term of Injunctions or Stays
Unless otherwise provided herein or in the Combined Order, all injunctions or stays
in effect in the Chapter 11 Cases (pursuant to sections 105 or 362 of the Bankruptcy Code or
any order of the Bankruptcy Court) and existing on the Confirmation Date (excluding any
injunctions or stays contained in the Plan or the Combined Order) shall remain in full force
and effect until the Effective Date. All injunctions or stays contained in the Plan or the
Combined Order shall remain in full force and effect in accordance with their terms.
H. Entire Agreement
Except as otherwise indicated, and without limiting the effectiveness of the Lock-Up
Agreement, the Plan supersedes all previous and contemporaneous negotiations, promises,
covenants, agreements, understandings, and representations on such subjects, all of which have
become merged and integrated into the Plan.
I. Plan Supplement
All exhibits and documents included in the Plan Supplement are incorporated into and are
a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed,
copies of such exhibits and documents shall be made available upon written request to the Debtors’
counsel at the address above or by downloading such exhibits and documents from
https://cases.ra.kroll.com/IntrumAB or the Bankruptcy Court’s website at
www.txs.uscourts.gov/bankruptcy. Unless otherwise ordered by the Bankruptcy Court, to the
extent any exhibit or document in the Plan Supplement is inconsistent with the terms of any part
of the Plan that does not constitute the Plan Supplement, such part of the Plan that does not
constitute the Plan Supplement shall control.
J. Non-Severability
If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court
to be invalid, void, or unenforceable, the Bankruptcy Court, at the request of the Debtors, shall
have the power to alter and interpret such term or provision to make it valid or enforceable to the
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70
maximum extent practicable, consistent with the original purpose of the term or provision held to
be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered
or interpreted; provided that any such alteration or interpretation shall be consistent with the Lock-
Up Agreement and in form and substance reasonably satisfactory to the Majority Consenting
Creditors. Notwithstanding any such holding, alteration, or interpretation, the remainder of the
terms and provisions of the Plan will remain in full force and effect and will in no way be affected,
impaired, or invalidated by such holding, alteration, or interpretation. The Combined Order shall
constitute a judicial determination and shall provide that each term and provision of the Plan, as it
may have been altered or interpreted in accordance with the foregoing, is: (1) valid and enforceable
pursuant to its terms; (2) integral to the Plan and may not be deleted or modified without the
Debtors’ consent, consistent with the terms set forth herein; and (3) nonseverable and mutually
dependent.
K. Votes Solicited in Good Faith
Upon entry of the Combined Order, the Debtors, the Consenting Creditors, and each of
their respective Affiliates, agents, representatives, members, principals, shareholders, officers,
directors, employees, advisors, and attorneys will be deemed to have solicited votes on the Plan in
good faith and in compliance with the Bankruptcy Code and pursuant to section 1125(e) of the
Bankruptcy Code, and participated in good faith and in compliance with the Bankruptcy Code in
the offer, issuance, sale, and purchase of Securities offered, issued, or sold under the Plan, and,
therefore, neither any of such parties or individuals or the Reorganized Debtors will have any
liability for the violation of any applicable law, rule, or regulation governing the solicitation of
votes on the Plan or the offer, issuance, sale, or purchase of the Securities offered, issued, or sold
under the Plan.
L. Closing of Chapter 11 Cases
After an Estate has been fully administered, the Reorganized Debtors shall be authorized,
but not directed, to submit an order to the Bankruptcy Court under certification of counsel to close
the applicable Chapter 11 Case in accordance with the Bankruptcy Code and Bankruptcy Rules.
Furthermore, the Claims and Noticing Agent is authorized to destroy all paper/hardcopy records
related to this matter two (2) years after the Effective Date has occurred.
M. Waiver or Estoppel
Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert
any argument, including the right to argue that its Claim or Interest should be Allowed in a certain
amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the
Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the
Disclosure Statement, the Lock-Up Agreement, the Plan Supplement, or other papers Filed prior
to the Confirmation Date.
N. Creditor Default
An act or omission by a Holder of a Claim or an Interest in contravention of the provisions
of this Plan shall be deemed an event of default under this Plan. Upon an event of default, the
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71
Reorganized Debtors may seek to hold the defaulting party in contempt of the Combined Order
and may be entitled to reasonable attorneys’ fees and costs of the Reorganized Debtors in
remedying such default. Upon the finding of such a default by a creditor, the Bankruptcy Court
may: (a) designate a party to appear, sign or accept the documents required under the Plan on
behalf of the defaulting party, in accordance with Bankruptcy Rule 7070; (b) enforce the Plan by
order of specific performance; (c) award judgment against such defaulting creditor in favor of the
Reorganized Debtors in an amount, including interest, to compensate the Reorganized Debtors for
the damages caused by such default; and (d) make such other order as may be equitable that does
not materially alter the terms of the Plan.
O. 2002 Notice Parties
The Combined Order shall provide that, after the Effective Date, the Debtors and the
Reorganized Debtors, as applicable, are authorized to limit the list of Entities receiving documents
pursuant to Bankruptcy Rule 2002 to those Entities who have Filed a renewed request after the
Combined Hearing to receive documents pursuant to Bankruptcy Rule 2002.
[Remainder of page left intentionally blank]
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Dated: December 18, 2024
Respectfully submitted,
By: /s/ Andrés Rubio .
Name: Andrés Rubio
Title: Chief Executive Officer
On behalf of Intrum AB (pub) and its Debtor affiliate
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EXHIBIT C
Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 1 of 38
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS (HOUSTON)
IN RE:
INTRUM AB,
Debtor.
.
.
.
.
.
.
.
.
Case No. 24-90575
Chapter 11
515 Rusk Street
Houston, TX 77002
Tuesday, December 31, 2024
. . . . . . . . . . . . . . . . 11:00 a.m.
TRANSCRIPT OF ORAL RULING
BEFORE THE HONORABLE CHRISTOPHER M. LOPEZ
UNITED STATES BANKRUPTCY COURT JUDGE
TELEPHONIC APPEARANCES:
For the Debtor: Milbank LLP
By: ANDREW M. LEBLANC, ESQ.
MELANIE W. YANEZ, ESQ.
HANNAH BLAZEK, ESQ.
JULIE WOLF, ESQ.
1850 K Street NW
Washington, DC 20006
(202) 835-7574
Milbank LLP
By: DENNIS F. DUNNE, ESQ.
55 Hudson Yards
New York, NY 10001
(212) 530-5770
APPEARANCES CONTINUED.
Audio Operator: Courtroom ECRO Personnel
Transcription Company: Access Transcripts, LLC
10110 Youngwood Lane
Fishers, IN 46048
(855) 873-2223
www.accesstranscripts.com
Proceedings recorded by electronic sound recording,
transcript produced by transcription service.
1
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APPEARANCES (Continued):
For the Debtor: Kirkland & Ellis LLP
By: JAIMIE FEDELL, ESQ.
333 W. Wolf Point Plaza
Chicago, IL 60654
(312) 862-2000
For the United States
Trustee:
Office of the United States Trustee
By: CHRISTOPHER ROSS TRAVIS, ESQ.
515 Rusk Street
Suite 3516
Houston, TX 77002
(202) 603-5225
For RCF SteerCo Group: Clifford Chance US LLP
By: BRIAN LOHAN, ESQ.
MAJA ZERJAL FINK, ESQ.
MADELYN NICOLINI, ESQ.
Two Manhattan West
375 9th Avenue
New York, NY 10001
(212) 878-8000
Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 3 of 38
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1 (Proceedings commence at 11:00 a.m.)
2 THE COURT: Case Number 24-90575, which is Intrum AB
3 and Intrum AB of Texas here in connection with an oral ruling
4 on joint motion to dismiss and the plan confirmation.
5 Before I begin, Mr. Leblanc, I just want to make
6 sure, if you can just raise your hand, if you can hear me, just
7 want to make sure that you can.
8 Okay. And I guess before we get started, if you can
9 also give me a hand in the air if things are still where they
10 are and require me to rule.
11 Okay. All right. Here we go. Before I begin, I
12 want to thank all the attorneys and everyone who participated
13 in the hearings that we had recently in December. I really
14 thought a lot about the issues that are before the Court in
15 connection with the motion to dismiss and in connection with
16 plan confirmation. And I kind of took a couple of extra days
17 to really think about the issues and go through the evidence.
18 It's a big issue for many people, obviously, and I
19 wanted to make sure that I was able to at least articulate my
20 thoughts, hopefully in a way that people will understand. And
21 so here's the Court's ruling. I'm just going to start reading.
22 Intrum AB and Intrum AB of Texas, LLC started these
23 Chapter 11 cases seeking confirmation of a prepackaged plan of
24 reorganization. The plan is supported by a significant number
25 of secured and unsecured lenders.
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1 And there is strong opposition from an ad hoc group
2 of 2025 note holders. This ad hoc group moved to dismiss the
3 case for lack of good faith under Section 1112(b) of the
4 Bankruptcy Code. They also object to plan confirmation on
5 several grounds.
6 The Office of the United States Trustee objected to
7 plan confirmation based on the outbound for consensual third8
party releases under the plan. They also request that a
9 minimum language in a confirmation order assuring parties who
10 opted out of the consensual releases, that they're not bound by
11 them.
12 The U.S. Trustee also objected to exculpations, but
13 at a hearing in mid-December, the debtors and the U.S.T.
14 informed the Court that they had agreed to resolve that
15 objection.
16 The Court considered the motion to dismiss and plan
17 confirmation in evidentiary hearings that took place on
18 December 17th and the 19th. Many exhibits, including
19 declarations, were admitted in the record. The Court heard
20 live testimony from debtor CEO, the Chair of the Board of
21 Intrum AB, and an expert witness on Swedish insolvency law.
22 The Court took both matters under advisement and
23 today provides its rulings.
24 Note that the Court has jurisdiction under 28 U.S.C.
25 1334(b). A motion to dismiss and plan confirmation issues are
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1 court proceedings under 28 U.S.C. 157(b).
2 So the Court has constitutional authority to enter
3 final orders and judgments in accordance with Supreme Court's
4 holding in Stern v. Marshall, 564 U.S. 462, 2011 case. It's
5 been U.S. proper in this district under 28 U.S.C. 1408 and
6 1409. I'm going to start with some background and then turn to
7 the rulings.
8 Intrum AB, whom I'll refer to as Intrum, is one of
9 Europe's largest debt collection companies. Intrum is a
10 Swedish company that operates in 22 countries and, in addition
11 to debt collection services, provides credit management
12 services to clients. Intrum, together with its debtor and non13
debtor subsidiaries, employs about 10,000 people.
14 Intrum's capital structure included a revolving
15 credit facility, a term loan facility, and nine unsecured note
16 issuances. The notes are made up of senior unsecured notes,
17 medium term notes, and private placement notes. The revolver
18 matures in 2026.
19 The senior unsecured notes mature in 2020 to '25,
20 2027 and 2028. These notes are governed by New York law. The
21 medium term notes mature in '25 and in '26, and they're
22 governed by Swedish law. The private placement notes mature in
23 2025, and they're also governed by New York law.
24 Before the start of these Chapter 11 cases, Intrum
25 began experiencing financial challenges. It was facing high
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1 inflation rates, high interest rates, slow growth, and a high
2 cost of borrowing.
3 To increase liquidity, Intrum publicly announced in
4 January 2024 that it would sell a major portfolio of assets and
5 use those proceeds to reduce debt. Markets reacted negatively,
6 and Intrum's share price dropped significantly. Credit
7 agencies downgraded Intrum and its affiliates, and Intrum's
8 outstanding debt instruments began trading at a discount.
9 According to Intrum's CEO, Mr. Rubio, who testified
10 in court, some series of debt was trading as low as into the
11 50s. Following the market reaction, Rubio testified Intrum
12 believed it needed to restructure its debt to meet all of its
13 long-term obligations. With cash on hand, it could likely
14 satisfy an early 2025 maturity.
15 The debt held by the objecting ad hoc group here, but
16 without significant market access, it was not going to meet
17 maturity in 2026 and after. The company wanted to amend and
18 extend its debt, but with its debt rated at single C and its
19 debt trading at meaningful discounts, and equity having come
20 down significantly, Rubio said the company effectively had no
21 market access.
22 The company hired restructuring professionals to
23 engage its lenders. Two groups formed. The first group was
24 the ad hoc group who holds 2025 debt. A second group, who now
25 supports the plan before the Court, holds some of the 2025 and
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1 most of all of the '26, '27, and '28 debt.
2 The 2025 ad hoc group's proposal was for Intrum to
3 take its outstanding unsecured debt and 100 cents on the
4 dollar, agree to an uptier transaction, give them security
5 interests, and extend maturities on better terms. An uptier is
6 a transaction where borrowers access new capital by amending
7 their existing debt documents to permit what is often senior or
8 superpriority debt. This proposal presumes that after the
9 uptier, the remaining unsecured debt would trade further down,
10 and Intrum could then get financing from the ad hoc group,
11 third parties, or later repurchase its long-term debt at a
12 discount.
13 This Court and this district have extensive
14 experience with uptiers and the potential litigation that comes
15 along with them, especially those that aren't done on a pro
16 rata basis.
17 The second group offered what is essentially the plan
18 before the Court, taking all the unsecured creditors, the '25,
19 '26, '27, '28 notes, putting them in a single class in the
20 plan, exchanging the debt for notes that mature in '27, '28,
21 '29, and '30, essentially pushing out two years at a 10 percent
22 discount. In return, Intrum would issue 10 percent of its
23 equity to the note holders, along with improved interest rates,
24 tighter covenants, and clearer enforcement.
25 The proposal would also provide Intrum new money to
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1 go into the market and repurchase any notes trading at a
2 discount to further enhance deleveraging. Rubio and Intrum's
3 board chair, Mr. Lindquist, said Intrum eventually chose the
4 second option. Rubio testified it provided near-term
5 deleveraging and right-sized the company's overall projected
6 debt maturity problem.
7 Intrum eventually entered into a lock-up agreement
8 with note holders from the proposed proposal group Intrum
9 accepted. Intrum amended the lock-up agreement in August of
10 2024 after reaching agreement with a group of lendings holding
11 the majority of the revolver debt.
12 In October of 2024, Intrum AB of Texas LLC, a wholly13
owned subsidiary of Intrum, was created under Texas law. The
14 lock-up agreement established the debtors' restructuring. The
15 lock-up agreement in the debtors' Chapter 11 plan proposes to
16 extend the revolver maturity date to 2028, reducing the
17 revolver to about 1.16 billion, reinstates repayment of the
18 senior secured loan, exchanges all existing unsecured notes
19 into second lien exchange notes at a 10 percent discount to
20 face value with new maturity dates proportionally from '27 to
21 2030, over 550 million in new money coming in as a 1.5 lien for
22 discounted buybacks, payment in full of all general unsecured
23 claims, and two classes were entitled to vote on the plan. The
24 revolver claims and the note claims.
25 The plan treatment for all notes is the same under
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1 the plan. Any difference in the payment on the ultimate claims
2 amount is based on the terms of a particular debt instrument.
3 The plan also contemplates that following confirmation of the
4 plan, the debtors would start a proceeding in January that will
5 allow for implementation of the plan around Intrum in Sweden
6 through a Swedish company reorganization under the Swedish
7 Company Reorganization Act. Swedish court would determine its
8 own date for Intrum and the affected parties in any voting on a
9 Swedish reorganization plan.
10 In October of 2024, Intrum announced that in November
11 of 2024 there would be a meeting. It would amend the terms of
12 the notes and add Intrum Texas as a guarantor for the relevant
13 notes. It was also announced that Intrum would seek to start a
14 Chapter 11 bankruptcy case in Texas. This meeting occurred in
15 November and before the cases started, Intrum Texas was added
16 as a guarantor.
17 The pre-petition solicitation of votes on the Chapter
18 11 plan yielded great support. Lenders holding 100 percent by
19 amount of voting claims under the revolver and holders of about
20 82 percent by amount of voting claims under the notes voted to
21 accept the plan.
22 So the plan enjoys the overwhelming support of every
23 voting class in addition to the secured lenders and its largest
24 unsecured creditor.
25 Around this time, the ad hoc 2025 note holder group,
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1 whose proposal was not accepted by Intrum, started litigation
2 in Sweden seeking a declaratory judgment that amendments adding
3 Intrum Texas as a guarantor were invalid. November 2024, the
4 debtors started these Chapter 11 cases.
5 As of the petition date, Intrum Texas is a guarantor
6 under the revolver of the senior debt and the senior unsecured
7 notes. As of the petition date, the principal balance is owed
8 by Intrum under debt instruments were a little over a billion
9 under the revolver, 95 million under the senior secured term
10 loan, about 3.45 billion under the unsecured notes. That
11 brings interim's total indebtedness to about 4.6 billion. And
12 3.3 billion of that debt was scheduled to mature in 2025 and
13 2026.
14 The Court held combined hearings about the adequacy
15 of the disclosure statement, plan confirmation, and the motion
16 to dismiss on December 17th and December 19th. I'm going to
17 start with the motion to dismiss.
18 The ad hoc group seeks dismissal for three primary
19 reasons. First, it argues the debtors are not suffering
20 apparent financial distress, let alone immediate financial
21 distress that would support the finding of good faith. The ad
22 hoc group's focus on the financial distress requirement
23 primarily comes from the 2023 Third Circuit decision in LTL
24 Management, 64 F.4th 84 (3d Cir. 2023).
25 In that case, the Third Circuit held that a debtor
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1 who does not suffer from apparent immediate financial distress
2 cannot demonstrate its Chapter 11 petition serves a valid
3 bankruptcy purpose supporting good faith. The ad hoc group
4 relies also on a series of insolvency reports Intrum had
5 prepared to comply with Swedish law. These reports show that
6 Intrum could pay debts for the next 18 months, which means that
7 the ad hoc 2025 notes could be paid in full.
8 The ad hoc group also relies on Intrum public
9 statements to the market that its proposed Chapter 11 case was
10 not associated with insolvency or liquidation and that in
11 October 2024, Intrum was saying that it was not currently
12 experiencing any liquidity constraints or breach in any
13 financial covenants under its current debt obligations.
14 Second, the ad hoc group emphasizes that Intrum AB is
15 domiciled in Sweden and has no operations, hard assets, or
16 employees in the United States and that it created Intrum Texas
17 before the filing for the purposes of depositing funds in a
18 U.S. bank to quote, unquote, "manufacture U.S. venue and
19 jurisdiction." That Intrum Texas itself has no hard assets,
20 employees, or operations to reorganize.
21 The ad hoc group believes this alone proves these
22 Chapter 11 cases further no valid bankruptcy purpose and should
23 be dismissed.
24 Third, international comedy considerations may
25 warrant favor of dismissal according to the 2025 ad hoc group.
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1 For this argument, the ad hoc group focuses on cases like In
2 re: Yukos Oil Co, 321 B.R. 396, (Bankr. S.D. Tex. 2005), which
3 was actually decided in this very courtroom, where a bankruptcy
4 judge in this district considered concepts of international
5 comedy in determining that cause existed for dismissal under
6 Section 1112.
7 The ad hoc group also claims that Intrum's plan could
8 not be confirmed under Swedish law and that a condition
9 precedent to the plan going effective is a Swedish court
10 approving the Swedish reorganization plan on a final basis.
11 The ad hoc group believes that this Court is being asked to
12 provide an advisory opinion on a restructuring that must be
13 approved in Sweden, which has no international agreement to
14 honor any order of this Court.
15 The debtors and its -- the debtors vigorously
16 disagree, and the supporting lender groups who voted in favor
17 of the plan also disagree that this case should be dismissed
18 and believe that these cases were filed in good faith.
19 Interpreting the Bankruptcy -- the Code, interpreting
20 the Bankruptcy Code begins with analyzing the text, Whitlock v.
21 Lowe, 945 F.3d 943, pincite 947, (5th Cir. 2019), in which it
22 said, in matters of statutory interpretation, text is always
23 the alpha.
24 BedRoc Ltd., LLC v. United States, 541 U.S. 176,
25 pincite 183 (2004), quote, "The preeminent canon of statutory
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1 interpretation requires the Court to presume that the
2 legislature says in a statute what it means and means in a
3 statute what it says there."
4 Section 1112(b) requires a bankruptcy court to
5 convert a Chapter 11 case to one under Chapter 7 or to dismiss
6 the case, whichever is in the best interest of creditors and
7 the estate for cause, unless the Court determines that
8 appointment of a trustee or an examiner under 1104(a) is in the
9 best interest of creditors and the estate. The Bankruptcy Code
10 provides a non-exclusive list of about 16 examples that
11 constitute cause in 1112(b)(4).
12 Section 102 of the bankruptcy court confirms,
13 however, that the word includes in 1112(b)(4) is not to be
14 construed as limiting.
15 Sio while the examples of cause in 1112(b) are non16
exclusive, we do learn something from them. They all refer to
17 post-petition acts, failures to act, or events that occur after
18 an estate is created by the filing of a bankruptcy petition.
19 Here are a few examples.
20 Substantial loss to or diminution of the estate,
21 gross mismanagement of the estate, failure to maintain
22 insurance that poses a risk to the estate, unauthorized use of
23 cash collateral, failure to comply with an order of the Court,
24 unexcused failure to timely pay or timely -- excuse me,
25 unexcused failure to satisfy timely any filing or reporting
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1 requirement established by Title 11 or any bankruptcy rule,
2 failure to attend a 341 meeting of creditors, failure to pay
3 taxes owed after the petition date.
4 Prepetition bad acts, bad actors, or poor managers
5 are expressly addressed in a different part of Section 1112
6 where the Court can order the appointment of a trustee with
7 oversight over the estate, convert the case, or appoint an
8 examiner to investigate prepetition acts that may have harmed
9 the estate.
10 All of this makes sense when considered as a whole
11 because the Court can only dismiss a case for cause if it's in
12 the best interest of the estate and creditors.
13 Fifth Circuit also provides guidance. Little Creek,
14 779 F.2d 1068, 1072, pincite 1073 (5th Cir. 1986) provides
15 guidance. That decision says the term cause affords
16 flexibility to bankruptcy courts to find that the debtors
17 filing for relief was not in good faith
18 This point was also reiterated in In re Humble Place
19 Joint Venture, 936 F.2d 814 (5th Cir. 1991). Little Creek also
20 instructs that considering the good faith of a filing requires
21 a, quote, "On the spot evaluation of the debtors financial
22 condition, motives, and the local financial realities."
23 Little Creek was a single asset real estate, so all
24 the specific factors listed in that case don't exactly fit
25 every fact pattern. But I don't think one should focus too
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1 much on Little Creek as a single asset real estate case.
2 The Fifth Circuit's guidance was to conduct an on3
the-spot evaluation. Heeding that guidance, a court should
4 rule based upon all the circumstances before it and determine
5 whether a debtor filed to pursue a valid bankruptcy purpose. I
6 use bankruptcy purpose and not reorganization purpose
7 intentionally because not every Chapter 11 debtor
8 rehabilitates. Many liquidate. Chapter 11 expressly permits a
9 debtor to file a liquidating plan.
10 The Fifth Circuit in Little Creek noted that every
11 bankruptcy statute since 1898 has incorporated or by judicial
12 interpretation, a standard of good faith for the commencement,
13 prosecution, and confirmation of bankruptcy proceedings.
14 And historically, that's true. For example, before
15 the enactment of the Bankruptcy Code, Section 141 of the
16 Bankruptcy Act required a judge to enter an order approving a
17 petition if the judge was satisfied the case was filed in good
18 faith or to dismiss the case if not so satisfied. Thus, early
19 approval by a judge was needed to even administer in a state.
20 A judge didn't even have to hold a hearing. Section 146 of the
21 act provided a non-limiting list of examples of what were
22 deemed not good faith filings.\
23 For example, that it was unreasonable to expect that
24 a plan of reorganization could be affected was deemed a not
25 good faith filing.
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1 Section 1112 of the Bankruptcy Code changed the
2 timing in how the challenge to a lack of good faith filing can
3 be raised. It's no longer an initial judicial assessment in
4 order to administer the estate. A Chapter 11 petition filing
5 is all Congress says it takes to create and enjoy the
6 protection of the automatic stay.
7 And because an estate is created, the Bankruptcy Code
8 says a judge can only dismiss for cause upon consideration of
9 the estate and creditors. There are steps and findings
10 required before dismissal.
11 Bankruptcy judges, however, continue to play an
12 important role. Bankruptcy courts retained authority to
13 dismiss cases under Section 1112. Does the fact that Section
14 1112(b)(4)'s examples of cause are all post-petition mean that
15 a court should not consider prepetition acts in a cause
16 analysis at all? Of course not. Right? The opposite is true.
17 The Fifth Circuit recognized that the good faith
18 standards prevent abuse by debtors, quote, "whose overriding
19 motive is to delay creditors without benefiting them in any way
20 or to achieve reprehensible purposes," end quote. And
21 determine that a lack of good faith constitutes cause under
22 Section 1112(b). That's the pincites around 1071.
23 Little Creek also says a good faith standard protects
24 the jurisdictional integrity of the bankruptcy courts by
25 rendering their powerful equitable weapons available only to
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1 those debtors and creditors with, quote, "clean hands."
2 So any analysis of good faith requires an on-the-spot
3 analysis to consider the reasons for filing and the actions
4 taken in the case. For example, a company that files a Chapter
5 11 only to avoid paying creditors and has no prospects of
6 proposing a viable Chapter 11 plan is a prime candidate for
7 potential dismissal. Prepetition acts must be considered along
8 with post-petition acts. Again, the focus is on the interest
9 of the estate and creditors.
10 And an on-the-spot analysis also allows a potentially
11 unpopular debtor in the marketplace who, for example, may have
12 had to close many of its locations a chance to prove its
13 motives are right to right-size a business or maximize value
14 for its creditors.
15 I should also note that the U.S. Supreme Court has
16 said that, quote, "Preserving going concerns and maximizing
17 property available to satisfy creditors are valid bankruptcy
18 purposes." That's the famous 203 North LaSalle decision, 526
19 U.S. 434 pincite 453 (1999). And I agree with other courts
20 that a good faith debtor who tries to preserve or create some
21 value using the tools of bankruptcy is a good faith debtor.
22 And it's not bad faith to use the tools of bankruptcy
23 afforded by Congress in bankruptcy.
24 The ad hoc group wants the Court to dismiss the case
25 because there's no financial distress. And in LTL, the Third
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1 Circuit dismissed the first Chapter 11 case of LTL Management,
2 LLC. The Third Circuit, relying on prior Third Circuit cases,
3 said the theme is clear. Absent financial distress, there's no
4 reason for Chapter 11 and no valid bankruptcy purpose.
5 As stated earlier, the ad hoc group relies on the
6 solvency analysis Intrum had prepared to show that it could pay
7 its debts for 18 months. That means it could have paid off the
8 2025 notes in full and theoretically remained solvent.
9 The ad hoc group also points to contemporaneous
10 statements made by Intrum that it was insolvent. These facts,
11 while all true, don't justify dismissing these cases.
12 A few points here. First is that insolvency is not a
13 requirement to be a debtor under the Bankruptcy Code. LTL and
14 many cases around the country note that. But here's some
15 additional textual and historical analysis to confirm it.
16 Before the enactment of the Bankruptcy Code, an
17 essential part of what was every Chapter X or Chapter 10
18 petition, which was the reorganization for corporate entities,
19 there was a Chapter 11 as well, but I'm going to focus on
20 Chapter 10 here, was that the corporation was, quote,
21 "insolvent or unable to pay its debts as they mature."
22 Section 130 of the act required every Chapter X
23 petition to state that. The corporation was insolvent or
24 unable to pay its debts as they mature.
25 Section 1, Subsection 19 of the act defined
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1 insolvency. A person was deemed insolvent within the
2 provisions of the title whenever the aggregate of property
3 shall not, at a fair valuation, be sufficient in an amount to
4 pay debts. The insolvency or unable to pay debts in the
5 ordinary course requirement was not included in the enactment
6 of the Bankruptcy Code. The current bankruptcy petition asks
7 no such questions anymore.
8 There's no language requiring insolvency in Section
9 109 of the Bankruptcy Code. I would also note that even the
10 most recent edition of Subchapter 5 didn't require insolvency.
11 It instead requires debtors to be engaged in commercial or
12 business activities.
13 Second, the express financial distress standard in
14 LTL is not binding on this Court, but I think it could be a
15 factor as part of the Little Creek on-the-spot evaluation. And
16 I do consider the solvency analysis, the company's statements,
17 that it could have paid the 2025 notes on time.
18 But I also consider the CEO's statements about the
19 financial condition Intrum was in after the downgrades. The
20 company believed it needed to restructure all of its debts to
21 meet all of its long-term obligations. With cash on hand, it
22 could likely satisfy an early 2025 maturity that held by the ad
23 hoc group, but that without any significant market access, it
24 was not going to meet all of its maturities in 2026 and after.
25 The company wanted to amend and extend its capital
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1 structure, but with single -- but excuse me. With debt rate at
2 single C, debt trading at meaningful discounts, and equity
3 having come down 80 percent, Rubio said the company effectively
4 had no market access. That's the company's motive, and filing
5 was not to harm the 2025 note holders or some other bad faith
6 motive.
7 I also note that a company doesn't need to become
8 insolvent or enter the zone of insolvency by paying off some
9 debt after considering the effect of what that would mean.
10 Would it be better for a company to wait to the last minute,
11 even ensure more financial problems before engaging with
12 lenders, wait till the last minute and not pay, and then file,
13 or wait until debt is accelerated and then file Chapter 11, and
14 then have to worry about contested use of cash collateral or
15 financing for its case?
16 If the runway of financial trouble is clear, then
17 it's not bad faith or cause to dismiss these cases. The CEO's
18 testimony was credible that while the company may have been
19 solvent, paying the 2025 notes would not have solved its other
20 problems in 2026 and beyond. It was already struggling to gain
21 access to the credit markets.
22 One also cannot look that there were billions coming
23 due in 2026. The 2026 maturity was significant. It was over
24 $2 billion.
25 The company had every right to consider its long-term
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1 viability and employees, right, and we're not talking about,
2 you know, debt that's coming online in, you know, five to ten
3 years. We're talking 2026. Financial distress isn't an
4 absolute gatekeeper.
5 Even still, LTL is different than this case. The LTL
6 court found in its filing, LTL didn't have any likely need in
7 the present or the near term or even in the long term to
8 exhaust its funding rights to pay claimants. The Third Circuit
9 also said it would be unwise to attempt a tidy definition of
10 financial distress justifying in all cases.
11 Let's not over -- also overlook that these cases have
12 massive creditor support. All right. Over 2 billion of
13 noteholder claims voted to accept the plan. Coupled with the
14 RCF claims, that's over 3 -- about 3.5 billion voting to
15 accept. That's not even getting to the Court to consider the
16 likelihood of a plan being confirmed before dismissal if it's
17 in the best interest of the estate and creditors.
18 Remember, the focus of Section 1112 is on the estate
19 and creditors. In these cases, I do find there was current
20 financial distress in the market and further distress, and it
21 was foreseeable on the horizon.
22 The company faced choosing an uptier and potentially
23 upsetting most debt holders or seek a restructuring that amends
24 and extends all its maturities by several years, which I find
25 is another important point. They didn't try to stretch anyone
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1 out 10 to 15 years unnecessarily, for example. The debtors
2 have also acted in good faith in their requirements as Chapter
3 11 debtors during these cases and have not sought delay in
4 these cases.
5 The debtors have not acted throughout these cases
6 with any improper motives based upon the record before me as it
7 relates to the company trying to reorganize in Chapter 11 or to
8 restructure for bad faith reasons. There were valid bankruptcy
9 purposes in filing these cases.
10 The next argument is that Intrum should not be a U.S.
11 Chapter 11 debtor. The ad hoc group points to these facts.
12 Intrum may be as a Swedish company with no hard assets or
13 employees in the United States. Intrum Texas was formed
14 shortly before the case was filed as a limited liability
15 company. Intrum Texas guaranteed the Intrum debt before the
16 filing. Intrum Texas had an office that no one had gone to and
17 no employees. Intrum Texas deposited about $50,000 into a
18 Texas account to help bolster jurisdiction.
19 The ad hoc group also argues that no immediate
20 financial distress coupled with little to no U.S. ties makes
21 this case different than other cases where foreign entities
22 have started bankruptcy cases with an intent to file a foreign
23 case later.
24 Again, I'll start with the text of the Code. Section
25 109 (a) of the Bankruptcy Code says who may be a Chapter 11
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1 debtor. It says a person who resides or has a domicile or
2 place of business or property in the United States may be a
3 debtor.
4 The term person is defined to include corporate
5 entities like Intrum Texas, which no one can test as a validly
6 formed Texas entity. As a Texas entity, its domicile is Texas.
7 And as a result, it can file anywhere in the state.
8 Bankruptcy courts across the state are in uniformity on this
9 point. So Intrum Texas had the right to seek Chapter 11 relief
10 in the United States and in this district.
11 It also owns a bank account worth about $50,000. The
12 office is really more like a place to receive mail and serve
13 documents. Intrum Texas, on the petition date, is also a
14 guarantee on billions of debt.
15 Intrum AB also owns cash in a Texas bank account, has
16 retainers that were not fully expired before the petition date
17 with Texas Council, and its subsidiaries have about $1.8
18 million in accounts receivable that flow to it from
19 subsidiaries in the United States. Some of the debt is also
20 governed by U.S. law, which some courts have said meets their
21 property requirements for 109 purposes.
22 As each entity on its own satisfies Section 109 for
23 bankruptcy purposes, and Intrum Texas allows them to file in
24 this district.
25 These cases resemble another case recently filed in
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1 this district where a Swedish company seeks to reorganize under
2 U.S. law and then start a case under Swedish restructuring law.
3 Outside of this district, these are also similar cases to ones
4 like SAS, Philippine Airlines, and Arcapita Bank, to name a
5 few.
6 I also stress and disagree with the ad hoc group 2025
7 note holders based on the on-the-spot analysis and
8 consideration of the debtors' motives. I do find that there
9 was current financial distress and current need to file for
10 Chapter 11 bankruptcy.
11 There's nothing wrong with reaching agreement with a
12 majority of its lenders. And I do find that the board
13 carefully considered two proposals, and I see nothing in the
14 record before me that shows a proposal that satisfied all of
15 its long-term debts and mitigated litigation risk.
16 Now, based on the record before me, there's no bad
17 motive for trying to save a company through restructuring in
18 late 2024, going into 2025, and dealing with looming maturities
19 to try to avoid. And nothing here was intended, based upon the
20 record before me, to defraud or to intentionally design to harm
21 a particular creditor group. This was a good-faith filing.
22 If Intrum had filed a loan with no support, no real
23 reason to be here, then I think you look at the case
24 differently. But that's not the case that we have here. It's
25 hard to imagine a prepacked case with billions of dollars of
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1 secured and unsecured debt saying we support your decision to
2 file and where you will file and the timing of the filing and
3 agree to provide funding, and everyone will be treated equally
4 on account of their claims, and general unsecured creditors
5 will be paid in full and have that constitute cause as a bad6
faith filing.
7 Venue in this district is not at issue. It is being
8 in the U.S. The debtors filing their Chapter 11 plan,
9 supported by about 3.6 billion of about a little over 4 billion
10 of debt holders, all of which want to be in the United States.
11 It's a valid bankruptcy purpose for this case.
12 Finally, arguments about comedy are rejected for the
13 reasons I stated earlier, based on the on-the-spot analysis.
14 Intrum's going to have to start a Swedish proceeding, and a
15 Swedish court will exercise its judgment on any important
16 matters before it.
17 The ad hoc group cited to Yukos. This case is not
18 like Yukos. Yukos' main asset was oil and gas that was
19 actually still in Russia. Now, Yukos -- like in the ground.
20 Yukos had disputes with the Russian Federation, filed a Chapter
21 11 petition asking the bankruptcy court to halt the Russian
22 government's tax collection actions and to obtain loans
23 superior to the Russian government's claims. Yukos also wanted
24 to serve Russian creditors by email and to compel the Russian
25 government to submit to international arbitration. All of that
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1 raised obvious questions about a bankruptcy court's
2 jurisdiction to force participation of the Russian government,
3 and there were natural international comedy considerations.
4 But comedy is a consideration, though. One cannot
5 overlook that Intrum is a Swedish company. Just like the Court
6 found in Avianca, I don't think it's warranted here to have
7 Intrum, you know, pause these proceedings and have Intrum start
8 a Swedish proceeding before seeking release here or suspending
9 these cases, especially on the record before this Court and the
10 positions taken by the overwhelming creditor's support.
11 I do note it is a conditioned proceeding of the
12 effective date of this chapter -- of a Chapter 11 plan here for
13 the Swedish reorganization plan to be confirmed. That's not
14 uncommon in these kind of cases. A Swedish court will make its
15 own determinations in the future. I have nothing to say about
16 that.
17 The effect of any confirmation order that I would
18 enter is limited to its words and will have the effect of law
19 that it has.
20 So let me turn now to disclosure statement and plain
21 confirmation issues.
22 No party really disputed the disclosure statement,
23 but I think the Court still has an independent duty to
24 determine that the disclosure statement satisfies the
25 applicable requirements of the Bankruptcy Code. I'm going to
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1 note that the disclosure statement and the related exhibits
2 contain sufficient information of the kind necessary to satisfy
3 the disclosure statement requirements. It contains adequate
4 information as such term as defined in Section 1125 of the
5 Code.
6 I'm going to find that the filing of the disclosure
7 statement satisfied Bankruptcy Rule 3016 and the injunction
8 released in the exculpation provisions in the plan and in the
9 disclosure statement were described in bold font with specific
10 and conspicuous language. In all, acts to be enjoined and
11 identity of entities that would be subject to an injunction by
12 this Court were in bold font and with conspicuous language, so
13 Bankruptcy Rule 3016(c) was satisfying.
14 I know the U.S.T. objects to language in one ballot
15 that could be read to bind someone who opted out of the
16 releases. To avoid any such confusion, the confirmation order
17 will need to state that any party who opted out of the third18
party releases in the plan is not bound by such releases.
19 The ad hoc group of 2025 note holders objected to
20 plan confirmation. They argued that the plan doesn't comply
21 with 1129(a)(1) and (a)(2) because the plan was not proposed in
22 good faith, provides for the payment of original issued
23 discount disallowed under Section 502(b), and impairs parties'
24 due process rights by enjoining challenges to the anticipated
25 Swedish restructuring.
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1 Note that Section -- Bankruptcy Code does require
2 that the plan be filed in good faith and not by any means
3 forbidden by law. Fifth Circuit has held that good faith
4 should be evaluated in light of the totality of the
5 circumstances surrounding establishment of the plan,
6 mindfulness of the purposes underlying the Code, and that
7 generally where a plan is proposed with a legitimate and honest
8 purpose to reorganize and has a reasonable hope of success, the
9 good faith requirement is satisfied. That's the famous Village
10 at Camp Bowie decision, 710 F.2d 239, pincite 247, (5th Cir.
11 2013).
12 The good faith analysis here is about filing the
13 plan, which is different than the 1112(b) good faith analysis,
14 but you can see that the considerations, kind of the on-the15
spot evaluation, looking at all the circumstances that surround
16 either the filing of the case under 1112(b) and the
17 consideration of how the plan was filed, the considerations
18 that went into filing, the Fifth Circuit is consistent in how
19 it considers analyses for good faith and gives bankruptcy
20 courts and instructs bankruptcy courts to kind of consider
21 everything in light of a case.
22 The plan addressed Intrum's financial issues, which
23 were significant. Let's be honest about it. The debtors had
24 about 4.6 billion of funded debt obligations as of the petition
25 date. Again, over $3 billion was set to mature over the course
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1 of 2025 and 2026.
2 The plan maximizes the value for all stakeholders
3 through a deleveraging of the balance sheet and a
4 reorganization of their capital structure, allows debtors to
5 pay their debts when they become due, and is a step towards
6 renewed access to the capital markets.
7 And again, all note holders are being treated under
8 the plan on a pari passu basis. So based upon the entire
9 record before the Court, there's little doubt that this plan
10 was proposed in good faith for an honest purpose to reorganize
11 and has reasonable hope of success.
12 The original issue discount objection is not really a
13 bar to confirmation. 1129(a)(1) and (a)(2) of the Code provide
14 respectively that a plan and the plan proponent must comply
15 with the applicable provisions of the Code and applicable law.
16 Section 502(b)(2) of the Code governs allowances of claims and
17 interests.
18 And I need to determine whether certain amounts of
19 the notes claims are allegedly arising from OID should be
20 disallowed or allowed today. That's because no holder of notes
21 is receiving more than the allow amount of its claim. All
22 holders of its allowable claim, I should say. That's because
23 no holder of notes is receiving more than its allowable claim.
24 They're receiving about 90 percent of the value of their
25 claims.
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1 The ad hoc group objects to OID, but interestingly,
2 not to the agreed inclusion of the post-petition interest.
3 That's part of the allowed claim that benefits that group.
4 But the real reason is that all of it works -- is
5 because this plan approves a global settlement. It's really
6 just about getting to the number, and that number is below the
7 full value of the potential debt claims. The ad hoc group
8 objects, but it's benefiting from the economics of the
9 settlement. It will receive interest on its notes, and it's
10 got one of the higher interest rates.
11 So based upon the record, this is really undisputed,
12 the settlement was necessary to implement the debtors'
13 restructuring and to maximize the value for all stakeholders.
14 Bankruptcy Rule 9019(b) provides for the Court authorization of
15 the settlement, and the settlement can be, and the Bankruptcy
16 Code allows settlements to be part of the plan.
17 There's also no violation of Section 1123(a)(4).
18 That requires a plan to provide the same treatment for each
19 claim or interest of a particular class unless the holder of a
20 particular claim agrees to less favorable treatment.
21 Now, the equality addressed by 1123(a)(4) extends
22 only to the treatment of the members of the same class of
23 claims, not to the plan's overall treatment of the creditors
24 holding those claims. Creditors shouldn't confuse similar
25 treatment of claims with equal treatment of claims.
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1 Parties can receive the same distribution in a class,
2 but then a subset of those creditors can receive other forms of
3 compensation for matters unrelated to their plan, assuming
4 there's a justification for it, right? Or there may be
5 differences in the debt instruments within the proper class of
6 claimants, like you have here, different issuances of notes.
7 So allowances of what can be considered OID and the
8 payment of certain fees to supporting creditors doesn't violate
9 the equal treatment principle set forth in 1123(a)(4). That
10 one set of note holders has different contractual entitlements
11 to another so it doesn't render a plan unconfirmable.
12 To the extent that there is OID, it's also allowable
13 under the plan as part of the global settlement, right? The
14 lockup agreement is also assumed, so the consent fees, which
15 were offered and available to the ad hoc group prepetition, you
16 know, can be approved and paid on those terms, right? These
17 fees are not being paid on account of the claim. There's other
18 consideration going on there.
19 I would say that it appeared to the Court that
20 certain -- at least the ad hoc group believed that they may be
21 entitled to some OID. And I think if they think they should,
22 then -- and I think I can review note agreement language and
23 determine if they're entitled to it, but I don't think that's a
24 bar to plan confirmation, right? Under the plan, again, all
25 notes claims are subject to the same treatment and any
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1 disparity of payment is based on the debt term documents. It's
2 not caused by the plan.
3 Finally, the injunction provisions, I think, are
4 customary and appropriate. I don't think they preclude parties
5 from raising issues of Swedish law. The confirmation does
6 contain a number of findings and provisions authorizing the
7 debtors to implement the plan.
8 I think the injunction really just reiterates kind of
9 keeping everything in place until the effective date of the
10 plan, and again, that's really largely dependent upon factors
11 that are outside of this Court. But nothing in the plan
12 prevents the ad hoc group or others from, I think they have
13 rights under Swedish law.
14 Let me finally turn to the Office of the United
15 States Trustee's objection on releases. It's kind of a common
16 objection now here in the Office of the United States Trustee
17 for around the country.
18 Based upon the Supreme Court's recent decision in the
19 Purdue Pharma case that resolved a circuit split about non20
consensual third-party releases in Chapter 11 plans, the
21 Supreme Court held that the Bankruptcy Code didn't authorize a
22 release, an injunction that is part of a plan of reorganization
23 under Chapter 11 effectively sought to discharge claims against
24 a non-debtor without the consent of affected claimants. The
25 Office of the United States Trustee is a party that has
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1 statutory rights to appear and be heard on any matter.
2 In this case, they can continue to raise this
3 objection. I've got no issues with it. I think we have, quite
4 frankly, some of the best United States Trustees in the United
5 States. They're some of the hardest-working ones, too. A lot
6 of cases get filed in this district, which requires that the
7 Office of the United States Trustee works late. They work on
8 weekends. And they have every right to fulfill what they
9 believe is their duty to continue to raise these objections.
10 I'm just going to disagree with them on this one.
11 And to note, and I reiterate, and I've said this in the Diamond
12 Sports confirmation hearing, and I also ruled in Robertshaw,
13 that, you know, Purdue decision was about non-consensual third14
party releases. Justice Gorsuch also clarified that nothing
15 should cast doubt on consensual ones, and nothing is construed
16 to question consensual third-party releases there. And I read
17 those words literally.
18 The Supreme Court, I'm not here to expand or narrow
19 the scope of the Supreme Court's holding. And I do find that
20 the consensual releases in the plan satisfy applicable law and
21 the procedure for complex cases in the Southern District of
22 Texas. Parties were provided detailed notice about the plan,
23 the deadline to object to the plan confirmation, the voting
24 deadline, the opportunity to opt out of the releases. They
25 were made in conspicuous language.
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34
ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)
1 The disclosure statement included a detailed
2 description about the third-party releases, which were
3 consensual, and the opt-out. The ballots allowed parties to
4 carefully review those terms. Intrum also caused the third5
party release language to be published.
6 So based upon the record, the release is specific
7 enough to put releasing parties about notice about the types of
8 claims released and that the opt-out worked. There's no
9 evidence in the record of coercion or confusion by parties. I
10 also think that their consensual third-party releases were
11 narrowly tailored to this case. They really related to, among
12 other things, the debtors in their Chapter 11 cases, their
13 estates.
14 And there's a carve-out for actual fraud, willful
15 misconduct, or gross negligence. So you know, any bad acts are
16 not being released here.
17 And I do know, and I think it's an important one, one
18 that you don't often see, and you see it because it's a
19 prepack. General unsecured creditors are paid in full, and
20 they're not subject to the consensual third-party releases
21 here. So concerns about the opt-out and potential unfisticated
22 parties receiving it, really not an issue here.
23 The ad hoc group of 2025 note-holders is led by some
24 of the best lawyers in America. They have the opportunity to
25 opt-out, and based upon the voting record, it appears they did
Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 35 of 38
35
ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)
1 just that.
2 I would also note that there's unrefuted evidence
3 that the third-party release was an integral part of the plan
4 and a condition of the settlement set forth in the plan, and
5 they were a core consideration, right, among the parties to
6 their agreements and the lock-up and instrumental in the
7 development of that.
8 And they were instrumental in facilitating and
9 gaining support for the plan. and the Chapter 11 cases. I'd
10 note that the plan satisfies every other applicable code
11 section under 1123 and 1129 and every other applicable plan
12 confirmation-related section of the Code.
13 I'd also note that the debtors, the professionals
14 that have appeared before me, the actions of the board based
15 upon the record before me, and every party who has appeared
16 before me, and I also include the ad hoc group of 2025 note17
holders, there was the unsecured creditors and the note-holder
18 groups who supported the plan as well. I'm thinking about and
19 looking out and seeing a couple of them here today. Everybody
20 acted in good faith throughout the case, and they're entitled
21 to those findings from me.
22 I also find that based upon the record before me that
23 the parties involved in the solicitation of the plan are
24 entitled to the protections under Section 1125(e) of the
25 Bankruptcy Code. So I'm going to affirm and confirm the
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36
ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)
1 Chapter 11 plan of Intrum. I'm going to overrule and deny the
2 motion to dismiss. I'm going to overrule all the plan
3 confirmation objections.
4 I'm just going to -- to the proposed confirmation
5 order that was on file, I'm going to add a sentence. I did it
6 in Robertshaw, too, that kind of added, kind of for the reasons
7 as well stated today on the record, and then also kind of the
8 language that I know that the Office of the United States
9 Trustee was looking for. It's a sentence that we added in the
10 Robertshaw confirmation order that just confirms that
11 notwithstanding anything to the contrary, anybody who opted out
12 is not bound by any such releases.
13 And I'll get that on file and on the docket shortly.
14 I'll get in orders on file.
15 I know it's December 31st and different times
16 everywhere else. I wish everyone a happy New Year, and I thank
17 everyone for the excellence that was just throughout the entire
18 process.
19 I know I tell parties I try to get them something by
20 the -- before then, but I really wanted to take the weekend to
21 really kind of help crystallize and articulate some of the
22 analysis, and I wanted to go back and do some additional
23 studying and read cases and not rush it.
24 It's an important case to many people for different
25 reasons, and I wanted to make sure that -- I, you know, if I
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37
ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)
1 wanted to take the time to read and think more, that I took
2 every liberty to do so, and I'm comfortable with the Court's
3 decision. So I thank everyone. Have a good day.
4 We're adjourned.
5 (Proceedings concluded at 11:56 a.m.)
6 * * * * *
7
8
9
10
11
12
13
14
15 C E R T I F I C A T I O N
16
17 I, Heidi Jolliff, court-approved transcriber, hereby
18 certify that the foregoing is a correct transcript from the
19 official electronic sound recording of the proceedings in the
20 above-entitled matter.
21
22
23 ____________________________
24 HEIDI JOLLIFF, AAERT NO. 2850 DATE: January 2, 2025
25 ACCESS TRANSCRIPTS, LLC
Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 38 of 381
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
In re:
INTRUM AB, et al.,1
Debtors.
Chapter 11
Case No. 24-90575 (CML)
(Jointly Administered)
NOTICE OF APPEAL
Pursuant to 28 U.S.C. § 158(a) and Federal Rules of Bankruptcy Procedure 8002 and 8003,
notice is hereby given that the Ad Hoc Committee of holders of 2025 notes issued by Intrum AB
(the “AHC”) hereby appeals to the United States District Court for the Southern District of Texas
from (i) the Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due
2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule of
Bankruptcy Procedure 1017(f)(1) (ECF No. 262) (the “Motion to Dismiss Order”) and (ii) the
Order (I) Approving Disclosure Statement and (II) Confirming Joint Prepackaged Chapter 11
Plan of Intrum AB and Its Affiliated Debtor (Further Technical Modifications) (ECF No. 263) (the
“Confirmation Order”). A copy of the Motion to Dismiss Order is attached as Exhibit A and a
copy of the Confirmation Order is attached as Exhibit B. Additionally, the transcript of the
Bankruptcy Court’s oral ruling accompanying the Motion to Dismiss Order and Confirmation
Order (ECF No. 275) is attached as Exhibit C.
Below are the names of all parties to this appeal and their respective counsel:
1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’
service address in these Chapter 11 Cases is 801 Travis Street, Ste 2101, #1312, Houston, TX 77002.
Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 1 of 6
2
I. APPELLANT
A. Name of Appellant:
The members of the AHC include:
Boundary Creek Master Fund LP; CF INT Holdings Designated Activity Company; Caius
Capital Master Fund; Diameter Master Fund LP; Diameter Dislocation Master Fund II LP; Fir
Tree Credit Opportunity Master Fund, LP; MAP 204 Segregated Portfolio, a segregated portfolio
of LMA SPC; Star V Partners LLC; and TQ Master Fund LP.
Attorneys for the AHC:
QUINN EMANUEL URQUHART & SULLIVAN, LLP
Christopher D. Porter (SBN 24070437)
Joanna D. Caytas (SBN 24127230)
Melanie A. Guzman (SBN 24117175)
Cameron M. Kelly (SBN 24120936)
700 Louisiana Street, Suite 3900
Houston, TX 77002
Telephone: (713) 221-7000
Facsimile: (713) 221-7100
Email: chrisporter@quinnemanuel.com
joannacaytas@quinnemanuel.com
melanieguzman@quinnemanuel.com
cameronkelly@quinnemanuel.com
-and-
Benjamin I. Finestone (admitted pro hac vice)
Sascha N. Rand (admitted pro hac vice)
Katherine A. Scherling (admitted pro hac vice)
295 5th Avenue
New York, New York 10016
Telephone: (212) 849-7000
Facsimile: (212) 849-7100
Email: benjaminfinestone@quinnemanuel.com
sascharand@quinnemanuel.com
katescherling@quinnemanuel.com
B. Positions of appellant in the adversary proceeding or bankruptcy case that is
the subject of this appeal:
Creditors
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3
II. THE SUBJECT OF THIS APPEAL
A. Judgment, order, or decree appealed from:
The Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due
2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule of
Bankruptcy Procedure 1017(f)(1) (ECF No. 262); the Order (I) Approving Disclosure Statement
and (II) Confirming Joint Prepackaged Chapter 11 Plan of Intrum AB and Its Affiliated Debtor
(Further Technical Modifications) (ECF No. 263); and the December 31, 2024 Transcript of Oral
Ruling Before the Honorable Christopher M. Lopez United States Bankruptcy Court Judge (ECF
No. 275).
B. The date on which the judgment, order, or decree was entered:
The Motion to Dismiss Order and the Confirmation Order were entered on December 31,
2024. The Court issued its oral ruling accompanying the Motion to Dismiss Order and the
Confirmation Order on December 31, 2024.
III. OTHER PARTIES TO THIS APPEAL
Intrum AB and Intrum AB of Texas LLC
MILBANK LLP
Dennis F. Dunne (admitted pro hac vice)
Jaimie Fedell (admitted pro hac vice)
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
Email: ddunne@milbank.com
jfedell@milbank.com
–and–
Andrew M. Leblanc (admitted pro hac vice)
Melanie Westover Yanez (admitted pro hac vice)
1850 K Street, NW, Suite 1100
Washington, DC 20006
Telephone: (202) 835-7500
Facsimile: (202) 263-7586
Email: aleblanc@milbank.com
mwyanez@milbank.com
–and–
PORTER HEDGES LLP
John F. Higgins (SBN 09597500)
Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 3 of 6
4
Eric D. Wade (SBN 00794802)
M. Shane Johnson (SBN 24083263)
1000 Main Street, 36th Floor
Houston TX 77002
Telephone: (713) 226-6000
Facsimile: (713) 226-6248
Email: jhiggins@porterhedges.com
ewade@porterhedges.com
sjohnson@porterhedges.com
IV. OTHER PARTIES THAT MAY HAVE AN INTEREST IN THIS APPEAL
The following chart lists certain parties that are not parties to this appeal, but that may have
an interest in the outcome of the case. These parties should be served with notice of this appeal
by the Debtors who are aware of their identities and best positioned to provide notice.
All Other Creditors of the Debtors, Including, But Not Limited To:
• Certain funds and accounts managed by BlackRock Investment Management (UK)
Limited or its affiliates;
• Capital Four;
• Davidson Kempner European Partners, LLP;
• Intermediate Capital Managers Limited;
• Mandatum Asset Management Ltd;
• H.I.G. Capital, LLC;
• Spiltan Hograntefond; Spiltan Rantefond Sverige; and Spiltan Aktiefond Stabil;
• The RCF SteerCo Group;
• Swedbank AB (publ).
Any Holder of Stock of the Debtors
• Any holder of stock of the Debtors, including their successors and assigns.
Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 4 of 6
5
Respectfully submitted this 13th day of January, 2025.
QUINN EMANUEL URQUHART &
SULLIVAN, LLP
/s/ Christopher D. Porter
Christopher D. Porter (SBN 24070437)
Joanna D. Caytas (SBN 24127230)
Melanie A. Guzman (SBN 24117175)
Cameron M. Kelly (SBN 24120936)
700 Louisiana Street, Suite 3900
Houston, TX 77002
Telephone: (713) 221-7000
Facsimile: (713) 221-7100
Email: chrisporter@quinnemanuel.com
joannacaytas@quinnemanuel.com
melanieguzman@quinnemanuel.com
cameronkelly@quinnemanuel.com
-and-
Benjamin I. Finestone (admitted pro hac vice)
Sascha N. Rand (admitted pro hac vice)
Katherine A. Scherling (admitted pro hac vice)
295 5th Avenue
New York, New York 10016
Telephone: (212) 849-7000
Facsimile: (212) 849-7100
Email: benjaminfinestone@quinnemanuel.com
sascharand@quinnemanuel.com
katescherling@quinnemanuel.com
COUNSEL FOR THE AD HOC COMMITTEE OF
INTRUM AB 2025 NOTEHOLDERS
Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 5 of 6
CERTIFICATE OF SERVICE
I, Christopher D. Porter, hereby certify that on the 13th day of January, 2025, a copy of
the foregoing document has been served via the Electronic Case Filing System for the United
States Bankruptcy Court for the Southern District of Texas.
/s/ Christopher D. Porter
By: Christopher D. Porter
Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 6 of 6
EXHIBIT A
Case 24-90575 Document 296-1 Filed in TXSB on 01/13/25 Page 1 of 3
1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
)
Intrum AB, et al.,1 ) Case No. 24-90575 (CML)
))
Jointly Administered
Debtors. )
)
ORDER DENYING MOTION OF THE AD HOC
COMMITTEE OF HOLDERS OF INTRUM AB NOTES DUE 2025
TO DISMISS CHAPTER 11 CASES PURSUANT TO 11 U.S.C. § 1112(B) AND
FEDERAL RULE OF BANKRUPTCY PROCEDURE 1017(F)(1)
(Related to Docket No. 27)
This matter, having come before the Court upon the Motion of the Ad Hoc Committee of
Holders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. §
1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) [Docket No. 27] (the “Motion to
Dismiss”); and this Court having considered the Debtors’ Objection to the Motion of the Ad Hoc
Committee of Holders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11
U.S.C. § 1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) (the “Objection”) and
any other responses or objections to the Motion to Dismiss; and this Court having jurisdiction over
this matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order; and this Court having
found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found
that it may enter a final order consistent with Article III of the United States Constitution; and this
Court having found that the relief requested in the Objection is in the best interests of the Debtors’
1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ service
address in these Chapter 11 Cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.
United States Bankruptcy Court
Southern District of Texas
ENTERED
December 31, 2024
Nathan Ochsner, Clerk
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2
estates; and this Court having found that the Debtors’ notice of the Objection and opportunity for
a hearing on the Motion to Dismiss and Objection were appropriate and no other notice need be
provided; and this Court having reviewed the Motion to Dismiss and Objection and having
heard the statements in support of the relief requested therein at a hearing before this Court; and
this Court having determined that the legal and factual bases set forth in the Objection
establish just cause for the relief granted herein; and upon all of the proceedings had before
this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY
ORDERED THAT:
1. The Motion to Dismiss is Denied for the reasons stated at the December 31, 2024 hearing.
2. This Court retains exclusive jurisdiction and exclusive venue with respect to all
matters arising from or related to the implementation, interpretation, and enforcement of this Order.
DAeucegmubste 0r 23,1 2, 0210294
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EXHIBIT B
Case 24-90575 Document 296-2 Filed in TXSB on 01/13/25 Page 1 of 135
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
)
Intrum AB et al.,1 ) Case No. 24-90575 (CML)
)
)
(Jointly Administered)
Debtors. )
)
ORDER (I) APPROVING
DISCLOSURE STATEMENT AND
(II) CONFIRMING JOINT PREPACKAGED CHAPTER 11
PLAN OF INTRUM AB AND ITS AFFILIATED
DEBTOR (FURTHER TECHNICAL MODIFICATIONS)
The above-captioned debtors and debtors in possession (collectively, the
“Debtors”), having:
a. entered into that certain Lock-Up Agreement, dated as of July 10, 2024 (as
amended and restated on August 15, 2024, and as further modified,
supplemented, or otherwise amended from time to time in accordance with its
terms, the “the Lock-Up Agreement”) and that certain Backstop Agreement,
dated as of July 10, 2024, (as amended and restated on November 15, 2024 and
as further modified, supplemented, or otherwise amended from time to time in
accordance with its terms), setting out the terms of the backstop commitments
provided by the Backstop Providers to backstop the entirety of the issuance of
New Money Notes (as may be further amended, restated, amended and restated,
modified or supplemented from time to time in accordance with the terms
thereof, the “Backstop Agreement”) which set forth the terms of a consensual
financial restructuring of the Debtors;
b. commenced, on October 17, 2024, a prepetition solicitation (the “Solicitation”)
of votes on the Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum
AB and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (as
the same may be further amended, modified and supplemented from time to
time, the “Plan”), by causing the transmittal, through their solicitation and
balloting agent, Kroll Restructuring Administration LLC (“Kroll”), to the
holders of Claims entitled to vote on the Plan of, among other things: (i) the
1 The Debtors in these chapter 11 cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ service
address in these chapter 11 cases is 801 Travis Street, STE 2102, #1312, Houston, TX 77002.
United States Bankruptcy Court
Southern District of Texas
ENTERED
December 31, 2024
Nathan Ochsner, Clerk
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2
Plan, (ii) the Disclosure Statement for Joint Prepackaged Chapter 11 Plan of
Reorganization of Intrum AB and its Debtor Affiliate (as the same may be
further amended, modified and supplemented from time to time, the
“Disclosure Statement”), and (iii) the Ballots and Master Ballot to vote on the
Plan (the “Ballots”), (iv) the Affidavit of Service of Solicitation Materials
[Docket No. 7];
c. commenced on November 15, 2024 (the “Petition Date”), these chapter 11 cases
(these “Chapter 11 Cases”) by filing voluntary petitions in the United States
Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”
or the “Court”) for relief under chapter 11 of title 11 of the United States Code
(the “Bankruptcy Code”);
d. Filed on November 15, 2024, the Affidavit of Service of Solicitation Materials
[Docket No. 7] (the “Solicitation Affidavit”);
e. Filed, on November 16, 2024 the Joint Prepackaged Chapter 11 Plan of
Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11
of the Bankruptcy Code (Technical Modifications) [Docket No. 16] and the
Disclosure Statement for Joint Prepackaged Chapter 11 Plan of Intrum AB and
its Debtor Affiliate [Docket No. 17];
f. Filed on November 16, 2024, the Declaration of Andrés Rubio in Support of of
the Debtors’ Chapter 11 Petitions and First Day Motions [Docket No. 14] (the
“First Day Declaration”);
g. Filed on November 17, 2024, the Declaration of Alex Orchowski of Kroll
Restructuring Administration LLC Regarding the Solicitation of Votes and
Tabulation of Ballots Case on the Joint Prepackaged Chapter 11 Plan of
Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11
of the Bankruptcy Code [Docket No. 18] (the “Voting Declaration,” and
together with the Plan, the Disclosure Statement, the Ballots, and the
Solicitation Affidavit, the “Solicitation Materials”);
h. obtained, on November 19, 2024, the Order(I) Scheduling a Combined Hearing
on (A) Adequacy of the Disclosure Statement and (B) Confirmation of the Plan,
(II) Approving Solicitation Procedures and Form and Manner of Notice of
Commencement, Combined Hearing, and Objection Deadline, (III) Fixing
Deadline to Object to Disclosure Statement and Plan, (IV) Conditionally (A)
Directing the United States Trustee Not to Convene Section 341 Meeting of
Creditors and (B) Waiving Requirement to File Statements of Financial Affairs
and Schedules of Assets and Liabilities, and (V) Granting Related Relief
[Docket No. 71] (the “Scheduling Order”), which, among other things: (i)
approved the prepetition solicitation and voting procedures, including the
Confirmation Schedule (as defined therein); (ii) conditionally approved the
Disclosure Statement and its use in the Solicitation; and (iii) scheduled the
Combined Hearing on December 16, 2024, at 1:00 p.m. (prevailing Central
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3
Time) to consider the final approval of the Disclosure Statement and the
confirmation of the Plan (the “Combined Hearing”);
i. served, through Kroll, on November 20, 2025, on all known holders of Claims
and Interests, the U.S. Trustee and certain other parties in interest, the Notice
of: (I) Commencement of Chapter 11 Bankruptcy Cases; (II) Hearing on the
Disclosure Statement and Confirmation of the Plan, and (III) Certain Objection
Deadlines (the “Combined Hearing Notice”) as evidence by the Affidavit of
Service [Docket No. 160];
j. caused, on November 25 and 27, 2024, the Combined Hearing Notice to be
published in the New York Times (national and international editions) and the
Financial Times (international edition), as evidenced by the Certificate of
Publication [Docket No. 148];
k. Filed and served, on December 10, 2024, the Plan Supplement for the Debtors’
Joint Prepackaged Chapter 11 Plan of Reorganization [Docket 165];
l. Filed on December 10, 2024, the Declaration of Jeffrey Kopa in Support of
Confirmation of the Joint Prepackaged Plan of Reorganization of Intrum AB
and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code [Docket
No. 155];
m. Filed on December 14, 2024, the:
i. Debtors’ Memorandum of Law in Support of an Order: (I) Approving, on a
Final Basis, Adequacy of the Disclosure Statement; (II) Confirming the
Joint Prepackaged Plan of Reorganization; and (III) Granting Related Relief
[Docket No. 190] (the “Confirmation Brief”);
ii. Declaration of Andrés Rubio in Support of Confirmation of the Joint
Prepackaged Plan of Reorganization of Intrum AB and its Debtor Affiliate.
[Docket No. 189] (the “Confirmation Declaration”); and
iii. Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum AB and its
Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (Further
Technical Modifications) [Docket No. 191];
n. Filed on December 18, 2024, the Joint Prepackaged Chapter 11 Plan of
Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11
of the Bankruptcy Code (Further Technical Modifications) [Docket No. 223];
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4
WHEREAS, the Court having, among other things:
a. set December 12, 2024, at 4:00 p.m. (prevailing Central Time) as the deadline
for Filing objection to the adequacy of the Disclosure Statement and/or
Confirmation2 of the Plan (the “Objection Deadline”);
b. held, on December 16, 2024 at 1:00 p.m. (prevailing Central Time) [and
continuing through December 17, 2024], the Combined Hearing;
c. heard the statements, arguments, and any objections made at the Combined
Hearing;
d. reviewed the Disclosure Statement, the Plan, the Ballots, the Plan Supplement,
the Confirmation Brief, the Confirmation Declaration, the Solicitation
Affidavit, and the Voting Declaration;
e. overruled (i) any and all objections to approval of the Disclosure Statement, the
Plan, and Confirmation, except as otherwise stated or indicated on the record,
and (ii) all statements and reservations of rights not consensually resolved or
withdrawn, unless otherwise indicated; and
f. reviewed and taken judicial notice of all the papers and pleadings Filed
(including any objections, statement, joinders, reservations of rights and other
responses), all orders entered, and all evidence proffered or adduced and all
arguments made at the hearings held before the Court during the pendency of
these cases;
NOW, THEREFORE, it appearing to the Bankruptcy Court that notice of the
Combined Hearing and the opportunity for any party in interest to object to the Disclosure
Statement and the Plan having been adequate and appropriate as to all parties affected or to be
affected by the Plan and the transactions contemplated thereby, and the legal and factual bases set
forth in the documents Filed in support of approval of the Disclosure Statement and Confirmation
and other evidence presented at the Combined Hearing establish just cause for the relief granted
herein; and after due deliberation thereon and good cause appearing therefor, the Bankruptcy
Court makes and issues the following findings of fact and conclusions of law, and orders for the
reasons stated on the record at the December 31, 2024 ruling on plan confirmation;
2 Capitalized terms used but not otherwise defined herein have meanings given to them in the Plan and/or the
Disclosure Statement. The rules of interpretation set forth in Article I.B of the Plan apply to this Combined
Order.
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5
I. FINDINGS OF FACT AND CONCLUSIONS OF LAW
IT IS HEREBY FOUND AND DETERMINED THAT:
A. Findings of Fact and Conclusions of Law.
1. The findings and conclusions set forth herein and in the record of the
Combined Hearing constitute the Bankruptcy Court’s findings of fact and conclusions of law under
Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules
7052 and 9014. To the extent any of the following conclusions of law constitute findings of fact,
or vice versa, they are adopted as such.
B. Jurisdiction, Venue, Core Proceeding.
2. This Court has jurisdiction over these Chapter 11 Cases pursuant to
28 U.S.C. § 1334. Venue of these proceedings and the Chapter 11 Cases in this district is proper
pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C.
§ 157(b)(2) and this Court may enter a final order hereon under Article III of the United States
Constitution.
C. Eligibility for Relief.
3. The Debtors were and continue to be entities eligible for relief under section
109 of the Bankruptcy Code and the Debtors were and continue to be proper proponents of the
Plan under section 1121(a) of the Bankruptcy Code.
D. Commencement and Joint Administration of the Chapter 11 Cases.
4. On the Petition Date, the Debtors commenced the Chapter 11 Cases. On
November 18, 2024, the Court entered an order [Docket No. 51] authorizing the joint
administration of the Chapter 11 Case in accordance with Bankruptcy Rule 1015(b). The Debtors
have operated their businesses and managed their properties as debtors in possession pursuant to
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6
sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee
has been appointed in these Chapter 11 Cases.
E. Adequacy of the Disclosure Statement.
5. The Disclosure Statement and the exhibits contained therein (i) contains
sufficient information of a kind necessary to satisfy the disclosure requirements of applicable
nonbankruptcy laws, rules and regulations, including the Securities Act; and (ii) contains
“adequate information” as such term is defined in section 1125(a)(1) and used in section
1126(b)(2) of the Bankruptcy Code, with respect to the Debtors, the Plan and the transactions
contemplated therein. The Filing of the Disclosure Statement satisfied Bankruptcy Rule 3016(b).
The injunction, release, and exculpation provisions in the Plan and the Disclosure Statement
describe, in bold font and with specific and conspicuous language, all acts to be enjoined and
identify the Entities that will be subject to the injunction, thereby satisfying Bankruptcy Rule
3016(c).
F. Solicitation.
6. As described in and evidenced by the Voting Declaration, the Solicitation
and the transmittal and service of the Solicitation Materials were: (i) timely, adequate, appropriate,
and sufficient under the circumstances; and (ii) in compliance with sections 1125(g) and 1126(b)
of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the applicable Local Bankruptcy Rules,
the Scheduling Order and all applicable nonbankruptcy rules, laws, and regulations applicable to
the Solicitation, including the registration requirements under the Securities Act. The Solicitation
Materials, including the Ballots and the Opt Out Form (as defined below), adequately informed
the holders of Claims entitled to vote on the Plan of the procedures and deadline for completing
and submitting the Ballots.
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7. The Debtors served the Combined Hearing Notice on the entire creditor
matrix and served the Opt Out Form on all Non-Voting Classes. The Combined Hearing Notice
adequately informed Holders of Claims or Interests of critical information regarding voting on (if
applicable) and objecting to the Plan, including deadlines and the inclusion of release, exculpation,
and injunction provisions in the Plan, and adequately summarized the terms of the Third-Party
Release. Further, because the form enabling stakeholders to opt out of the Third-Party Release (the
“Opt Out Form”) was included in both the Ballots and the Opt Out Form, every known stakeholder,
including unimpaired creditors was provided with the means by which the stakeholders could opt
out of the Third-Party Release. No further notice is required. The period for voting on the Plan
provided a reasonable and sufficient period of time and the manner of such solicitation was an
appropriate process allowing for such holders to make an informed decision.
G. Tabulation.
8. As described in and evidenced by the Voting Declaration, (i) the holders of
Claims in Class 3 (RCF Claims) and Class 5 (Notes Claims) are Impaired under the Plan
(collectively, the “Voting Classes”) and have voted to accept the Plan in the numbers and amounts
required by section 1126 of the Bankruptcy Code, and (ii) no Class that was entitled to vote on the
Plan voted to reject the Plan. All procedures used to tabulate the votes on the Plan were in good
faith, fair, reasonable, and conducted in accordance with the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement, the
Scheduling Order, and all other applicable nonbankruptcy laws, rules, and regulations.
H. Plan Supplement.
9. On December 10, 2024, the Debtors Filed the Plan Supplement with the
Court. The Plan Supplement (including as subsequently modified, supplemented, or otherwise
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amended pursuant to a filing with the Court), complies with the terms of the Plan, and the Debtors
provided good and proper notice of the filing in accordance with the Bankruptcy Code, the
Bankruptcy Rules, the Scheduling Order, and the facts and circumstances of the Chapter 11 Cases.
All documents included in the Plan Supplement are integral to, part of, and incorporated by
reference into the Plan. No other or further notice is or will be required with respect to the Plan
Supplement. Subject to the terms of the Plan and the Lock-Up Agreement, and only consistent
therewith, the Debtors reserve the right to alter, amend, update, or modify the Plan Supplement
and any of the documents contained therein or related thereto, in accordance with the Plan, on or
before the Effective Date.
I. Modifications to the Plan.
10. Pursuant to section 1127 of the Bankruptcy Code, the modifications to the
Plan described or set forth in this Combined Order constitute technical or clarifying changes,
changes with respect to particular Claims by agreement with holders of such Claims, or
modifications that do not otherwise materially and adversely affect or change the treatment of any
other Claim or Interest under the Plan. These modifications are consistent with the disclosures
previously made pursuant to the Disclosure Statement and Solicitation Materials, and notice of
these modifications was adequate and appropriate under the facts and circumstances of the Chapter
11 Cases. In accordance with Bankruptcy Rule 3019, these modifications do not require additional
disclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section
1126 of the Bankruptcy Code, and they do not require that holders of Claims or Interests be
afforded an opportunity to change previously cast acceptances or rejections of the Plan.
Accordingly, the Plan is properly before this Court and all votes cast with respect to the Plan prior
to such modification shall be binding and shall apply with respect to the Plan.
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J. Objections Overruled.
11. Any resolution or disposition of objections to Confirmation explained or
otherwise ruled upon by the Court on the record at the Confirmation Hearing is hereby
incorporated by reference. All unresolved objections, statements, joinders, informal objections,
and reservations of rights are hereby overruled on the merits.
K. Burden of Proof.
12. The Debtors, as proponents of the Plan, have met their burden of proving
the elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of the
evidence, the applicable evidentiary standard for Confirmation. Further, the Debtors have proven
the elements of sections 1129(a) and 1129(b) by clear and convincing evidence. Each witness who
testified on behalf of the Debtors in connection with the Confirmation Hearing was credible,
reliable, and qualified to testify as to the topics addressed in his testimony.
L. Compliance with the Requirements of Section 1129 of the Bankruptcy
Code.
13. The Plan complies with all applicable provisions of section 1129 of the
Bankruptcy Code as follows:
a. Section 1129(a)(1) – Compliance of the Plan with Applicable Provisions of the
Bankruptcy Code.
14. The Plan complies with all applicable provisions of the Bankruptcy Code,
including sections 1122 and 1123, as required by section 1129(a)(1) of the Bankruptcy Code.
i. Section 1122 and 1123(a)(1) – Proper Classification.
15. The classification of Claims and Interests under the Plan is proper under the
Bankruptcy Code. In accordance with sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,
Article III of the Plan provides for the separate classification of Claims and Interests at each Debtor
into Classes, based on differences in the legal nature or priority of such Claims and Interests (other
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than Administrative Claims, Professional Fee Claims, and Priority Tax Claims, which are
addressed in Article II of the Plan and Unimpaired, and are not required to be designated as
separate Classes in accordance with section 1123(a)(1) of the Bankruptcy Code). Valid business,
factual, and legal reasons exist for the separate classification of the various Classes of Claims and
Interests created under the Plan, the classifications were not implemented for any improper
purpose, and the creation of such Classes does not unfairly discriminate between or among holders
of Claims or Interests.
16. In accordance with section 1122(a) of the Bankruptcy Code, each Class of
Claims or Interests contains only Claims or Interests substantially similar to the other Claims or
Interests within that Class. Accordingly, the Plan satisfies the requirements of sections 1122(a),
1122(b), and 1123(a)(1) of the Bankruptcy Code
ii. Section 1123(a)(2) – Specifications of Unimpaired Classes.
17. Article III of the Plan specifies that Claims and Interests in the classes
deemed to accept the Plan are Unimpaired under the Plan. Holders of Intercompany Claims and
Intercompany Interests are either Unimpaired and conclusively presumed to have accepted the
Plan, or are Impaired and deemed to reject (the “Deemed Rejecting Classes”) the Plan, and, in
either event, are not entitled to vote to accept or reject the Plan. In addition, Article II of the Plan
specifies that Administrative Claims and Priority Tax Claims are Unimpaired, although the Plan
does not classify these Claims. Accordingly, the Plan satisfies the requirements of section
1123(a)(2) of the Bankruptcy Code.
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iii. Section 1123(a)(3) – Specification of Treatment of Voting Classes
18. Article III.B of the Plan specifies the treatment of each Voting Class under
the Plan – namely, Class 3 and Class 5. Accordingly, the Plan satisfies the requirements of section
1123(a)(3) of the Bankruptcy Code.
iv. Section 1123(a)(4) – No Discrimination.
19. Article III of the Plan provides the same treatment to each Claim or Interest
in any particular Class, as the case may be, unless the holder of a particular Claim or Interest has
agreed to a less favorable treatment with respect to such Claim or Interest. Accordingly, the Plan
satisfies the requirements of section 1123(a)(4) of the Bankruptcy Code.
v. Section 1123(a)(5) – Adequate Means for Plan Implementation.
20. The Plan and the various documents included in the Plan Supplement
provide adequate and proper means for the Plan’s execution and implementation, including: (a)
the general settlement of Claims and Interests; (b) the restructuring of the Debtors’ balance sheet
and other financial transactions provided for by the Plan; (c) the consummation of the transactions
contemplated by the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed and
the Agreed Steps Plan and other documents Filed as part of the Plan Supplement; (d) the issuance
of Exchange Notes, the New Money Notes, and the Noteholder Ordinary Shares pursuant to the
Plan; (e) the amendment of the Intercreditor Agreement; (f) the amendment of the Facility
Agreement; (g) the amendment of the Senior Secured Term Loan Agreement; (h) the
consummation of the Rights Offering in accordance with the Plan, Rights Offering Documents
and the Lock-Up Agreement; (i) the granting of all Liens and security interests granted or
confirmed (as applicable) pursuant to, or in connection with, the Facility Agreement, the Exchange
Notes Indenture, the New Money Notes Indenture, the amended Intercreditor Agreement and the
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Senior Secured Term Loan Agreement pursuant to the New Security Documents (including any
Liens and security interests granted or confirmed (as applicable) on the Reorganized Debtors’
assets); (j) the vesting of the assets of the Debtors’ Estates in the Reorganized Debtors; (k) the
consummation of the corporate reorganization contemplated by the Plan, the Lock-Up Agreement,
the Agreed Steps Plan and the Master Reorganization Agreement (as defined in the Restructuring
Implementation Deed); and (l) the execution, delivery, filing, or recording of all contracts,
instruments, releases, and other agreements or documents in furtherance of the Plan. Accordingly,
the Plan satisfies the requirements of section 1123(a)(5) of the Bankruptcy Code
vi. Section 1123(a)(6) – Non-Voting Equity Securities.
21. The Company’s organizational documents in accordance with the Swedish
Companies Act, Ch. 4, Sec 5 and the Plan prohibit the issuance of non-voting securities as of the
Effective Date to the extent required to comply with section 1123(a)(6) of the Bankruptcy Code.
Accordingly, the Plan satisfies the requirements of section 1123(a)(6) of the Bankruptcy Code.
vii. Section 1123(a)(7) – Directors, Officers, and Trustees.
22. The manner of selection of any officer, director, or trustee (or any successor
to and such officer, director, or trustee) of the Reorganized Debtors will be determined in
accordance with the existing organizational documents, which is consistent with the interests of
creditors and equity holders and with public policy. Accordingly, the Plan satisfies the
requirements of section 1123(a)(7) of the Bankruptcy Code.
b. Section 1123(b) – Discretionary Contents of the Plan
23. The Plan contains various provisions that may be construed as discretionary
but not necessary for Confirmation under the Bankruptcy Code. Any such discretionary provision
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complies with section 1123(b) of the Bankruptcy Code and is not inconsistent with the applicable
provisions of the Bankruptcy Code. Thus, the Plan satisfies section 1123(b).
i. Section 1123(b)(1) – Impairment/Unimpairment of Any Class of Claims or
Interests
24. Article III of the Plan impairs or leaves unimpaired, as the case may be,
each Class of Claims or Interests, as contemplated by section 1123(b)(1) of the Bankruptcy Code.
ii. Section 1123(b)(2) – Assumption and Rejection of Executory Contracts and
Unexpired Leases
25. Article V of the Plan provides for the assumption of the Debtors’ Executory
Contracts and Unexpired Leases as of the Effective Date unless such Executory Contract or
Unexpired Lease: (a) is identified on the Rejected Executory Contract and Unexpired Lease List;
(b) has been previously rejected by a Final Order; (c) is the subject of a motion to reject Executory
Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) is subject to a
motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested
effective date of such rejection is after the Effective Date. Thus, the Plan satisfies section
1123(b)(2).
iii. Compromise and Settlement
26. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code and
Bankruptcy Rule 9019, and in consideration for the distributions and other benefits provided under
the Plan, the provisions of the Plan constitute a good-faith compromise of all Claims, Interests,
and controversies relating to the contractual, legal, and subordination rights that all holders of
Claims or Interests may have with respect to any Allowed Claim or Interest or any distribution to
be made on account of such Allowed Claim or Interest. Such compromise and settlement is the
product of extensive arm’s-length, good faith negotiations that, in addition to the Plan, resulted in
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the execution of the Lock-Up Agreement, which represents a fair and reasonable compromise of
all Claims, Interests, and controversies and entry into which represented a sound exercise of the
Debtors’ business judgment. Such compromise and settlement is fair, equitable, and reasonable
and in the best interests of the Debtors and their Estates.
27. The releases of the Debtors’ directors and officers are an integral component
of the settlements and compromises embodied in the Plan. The Debtors’ directors and officers: (a)
made a substantial and valuable contribution to the Debtors’ restructuring, including extensive preand
post-Petition Date negotiations with stakeholder groups, and ensured the uninterrupted
operation of the Debtors’ businesses during the Chapter 11 Cases; (b) invested significant time
and effort to make the restructuring a success and maximize the value of the Debtors’ businesses
in a challenging operating environment; (c) attended and, in certain instances, testified at
depositions and Court hearings; (d) attended and participated in numerous stakeholder meetings,
management meetings, and board meetings related to the restructuring; (e) are entitled to
indemnification from the Debtors under applicable non-bankruptcy law, organizational
documents, and agreements; (f) invested significant time and effort in the preparation of the Lock-
Up Agreement, the Plan, Disclosure Statement, all supporting analyses, and the numerous other
pleadings Filed in the Chapter 11 Cases, thereby ensuring the smooth administration of the Chapter
11 Cases; and (g) are entitled to all other benefits under any employment contracts existing as of
the Petition Date. Litigation by the Debtors or other Releasing Parties against the Debtors’
directors and officers would be a distraction to the Debtors’ business and restructuring and would
decrease rather than increase the value of the estates. The releases of the Debtors’ directors and
officers contained in the Plan have the consent of the Debtors and the Releasing Parties and are in
the best interests of the estates.
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iv. Debtor Release
28. The releases of claims and Causes of Action by the Debtors, Reorganized
Debtors, and their Estates described in Article VIII.C of the Plan in accordance with section
1123(b) of the Bankruptcy Code (the “Debtor Release”) represent a valid exercise of the Debtors’
business judgment under Bankruptcy Rule 9019. The Debtors’ or the Reorganized Debtors’ pursuit
of any such claims against the Released Parties is not in the best interests of the Estates’ various
constituencies because the costs involved would outweigh any potential benefit from pursuing
such claims. The Debtor Release is fair and equitable and complies with the absolute priority rule.
29. The Debtor Release is (a) an integral part of the Plan, and a component of
the comprehensive settlement implemented under the Plan; (b) in exchange for the good and
valuable consideration provided by the Released Parties; (c) a good faith settlement and
compromise of the claims and Causes of Action released by the Debtor Release; (d) materially
beneficial to, and in the best interests of, the Debtors, their Estates, and their stakeholders, and is
important to the overall objectives of the Plan to finally resolve certain Claims among or against
certain parties in interest in the Chapter 11 Cases; (e) fair, equitable, and reasonable; (f) given and
made after due notice and opportunity for hearing; and (g) a bar to any Debtor asserting any claim
or Cause of Action released by the Debtor Release against any of the Released Parties. The
probability of success in litigation with respect to the released claims and Causes of Action, when
weighed against the costs, supports the Debtor Release. With respect to each of these potential
Causes of Action, the parties could assert colorable defenses and the probability of success is
uncertain. The Debtors’ or the Reorganized Debtors’ pursuit of any such claims or Causes of
Action against the Released Parties is not in the best interests of the Estates or the Debtors’ various
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constituencies because the costs involved would likely outweigh any potential benefit from
pursuing such claims or Causes of Action
30. Holders of Claims and Interests entitled to vote have overwhelmingly voted
in favor of the Plan, including the Debtor Release. The Plan, including the Debtor Release, was
negotiated before and after the Petition Date by sophisticated parties represented by able counsel
and advisors, including the Consenting Creditors. The Debtor Release is therefore the result of a
hard fought and arm’s-length negotiation process conducted in good faith.
31. The Debtor Release appropriately offers protection to parties that
participated in the Debtors’ restructuring process, including the Consenting Creditors, whose
participation in the Chapter 11 Cases is critical to the Debtors’ successful emergence from
bankruptcy. Specifically, the Released Parties, including the Consenting Creditors, made
significant concessions and contributions to the Chapter 11 Cases, including, entering into the
Lock-Up Agreement and related agreements, supporting the Plan and the Chapter 11 Cases, and
waiving or agreeing to impair substantial rights and Claims against the Debtors under the Plan (as
part of the compromises composing the settlement underlying the revised Plan) in order to
facilitate a consensual reorganization and the Debtors’ emergence from chapter 11. The Debtor
Release for the Debtors’ directors and officers is appropriate because the Debtors’ directors and
officers share an identity of interest with the Debtors and, as previously stated, supported and made
substantial contributions to the success of the Plan, the Chapter 11 Cases, and operation of the
Debtors’ business during the Chapter 11 Cases, actively participated in meetings, negotiations, and
implementation during the Chapter 11 Cases, and have provided other valuable consideration to
the Debtors to facilitate the Debtors’ successful reorganization and continued operation.
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32. The scope of the Debtor Release is appropriately tailored under the facts
and circumstances of the Chapter 11 Cases. In light of, among other things, the value provided by
the Released Parties to the Debtors’ Estates and the critical nature of the Debtor Release to the
Plan, the Debtor Release is appropriate.
v. Release by Holders of Claims and Interests
33. The release by the Releasing Parties (the “Third-Party Release”), set forth
in Article VIII.D of the Plan, is an essential provision of the Plan. The Third-Party Release is: (a)
consensual as to those Releasing Parties that did not specifically and timely object or properly opt
out from the Third-Party Release; (b) within the jurisdiction of the Bankruptcy Court pursuant to
28 U.S.C. § 1334; (c) in exchange for the good and valuable consideration provided by the
Released Parties; (d) a good faith settlement and compromise of the claims and Causes of Action
released by the Third-Party Release; (e) materially beneficial to, and in the best interests of, the
Debtors, their Estates, and their stakeholders, and is important to the overall objectives of the Plan
to finally resolve certain Claims among or against certain parties in interest in the Chapter 11
Cases; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for
hearing; (h) appropriately narrow in scope given that it expressly excludes, among other things,
any Cause of Action that is judicially determined by a Final Order to have constituted actual fraud,
willful misconduct, or gross negligence; (i) a bar to any of the Releasing Parties asserting any
claim or Cause of Action released by the Third-Party Release against any of the Released Parties;
and (j) consistent with sections 105, 524, 1123, 1129, and 1141 and other applicable provisions of
the Bankruptcy Code.
34. The Third-Party Release is an integral part of the agreement embodied in
the Plan among the relevant parties in interest. Like the Debtor Release, the Third-Party Release
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facilitated participation in both the Debtors’ Plan and the chapter 11 process generally. The Third-
Party Release is instrumental to the Plan and was critical in incentivizing parties to support the
Plan and preventing significant and time-consuming litigation regarding the parties’ respective
rights and interests. The Third-Party Release was a core negotiation point in connection with the
Plan and instrumental in developing the Plan that maximized value for all of the Debtors’
stakeholders and kept the Debtors intact as a going concern. As such, the Third-Party Release
appropriately offers certain protections to parties who constructively participated in the Debtors’
restructuring process—including the Consenting Creditors (as set forth above)—by, among other
things, facilitating the negotiation and consummation of the Plan, supporting the Plan and, in the
case of the Backstop Providers, committing to provide new capital to facilitate the Debtors’
emergence from chapter 11. Specifically, the Notes Ad Hoc Group proposed and negotiated the
pari passu transaction that is the basis of the restructuring proposed under the Plan and provided
a much-needed deleveraging to the Debtors’ business while taking a discount on their Claims (in
exchange for other consideration).
35. Furthermore, the Third-Party Release is consensual as to all parties in
interest, including all Releasing Parties, and such parties in interest were provided notice of the
chapter 11 proceedings, the Plan, the deadline to object to confirmation of the Plan, and the
Combined Hearing and were properly informed that all holders of Claims against or Interests in
the Debtors that did not file an objection with the Court in the Chapter 11 Cases that included an
express objection to the inclusion of such holder as a Releasing Party under the provisions
contained in Article VIII of the Plan would be deemed to have expressly, unconditionally,
generally, individually, and collectively consented to the release and discharge of all claims and
Causes of Action against the Debtors and the Released Parties. Additionally, the release provisions
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of the Plan were conspicuous, emphasized with boldface type in the Plan, the Disclosure
Statement, the Ballots, and the applicable notices. Except as set forth in the Plan, all Releasing
Parties were properly informed that unless they (a) checked the “opt out” box on the applicable
Ballot or opt-out form and returned the same in advance of the Voting Deadline, as applicable, or
(b) timely Filed an objection to the releases contained in the Plan that was not resolved before
entry of this Confirmation Order, they would be deemed to have expressly consented to the release
of all Claims and Causes of Action against the Released Parties.
36. The Ballots sent to all holders of Claims and Interests entitled to vote, as
well as the notice of the Combined Hearing sent to all known parties in interest (including those
not entitled to vote on the Plan), unambiguously provided in bold letters that the Third-Party
Release was contained in the Plan.
37. The scope of the Third-Party Release is appropriately tailored under the
facts and circumstances of the Chapter 11 Cases, and parties in interest received due and adequate
notice of the Third-Party Release. Among other things, the Plan provides appropriate and specific
disclosure with respect to the claims and Causes of Action that are subject to the Third-Party
Release, and no other disclosure is necessary. The Debtors, as evidenced by the Voting
Declaration and Certificate of Publication, including by providing actual notice to all known
parties in interest, including all known holders of Claims against, and Interests in, any Debtor and
publishing notice in international and national publications for the benefit of unknown parties in
interest, provided sufficient notice of the Third-Party Release, and no further or other notice is
necessary. The Third-Party Release is designed to provide finality for the Debtors, the
Reorganized Debtors and the Released Parties regarding the parties’ respective obligations under
the Plan. For the avoidance of doubt, and notwithstanding anything to the contrary, any
party who timely opted-out of the Third-Party Release is not bound by the Third-Party
Release.
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38. The Third-Party Release is specific in language, integral to the Plan, and
given for substantial consideration. The Releasing Parties were given due and adequate notice of
the Third-Party Release, and thus the Third-Party Release is consensual under controlling
precedent as to those Releasing Parties that did not specifically and timely object. In light of,
among other things, the value provided by the Released Parties to the Debtors’ Estates and the
consensual and critical nature of the Third-Party Release to the Plan, the Third-Party Release is
appropriate
vi. Exculpation.
39. The exculpation described in Article VIII.E of the Plan (the “Exculpation”)
is appropriate under applicable law, including In re Highland Capital Mgmt., L.P., 48 F. 4th 419
(5th Cir. 2022), because it was supported by proper evidence, proposed in good faith, was
formulated following extensive good-faith, arm’s-length negotiations with key constituents, and is
appropriately limited in scope.
40. No Entity or Person may commence or continue any action, employ any
process, or take any other act to pursue, collect, recover or offset any Claim, Interest, debt,
obligation, or Cause of Action relating or reasonably likely to relate to any act or commission in
connection with, relating to, or arising out of a Covered Matter (including one that alleges the
actual fraud, gross negligence, or willful misconduct of a Covered Entity), unless expressly
authorized by the Bankruptcy Court after (1) it determines, after a notice and a hearing, such Claim,
Interest, debt, obligation, or Cause of Action is colorable and (2) it specifically authorizes such
Entity or Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have sole
and exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or Cause
of Action is colorable and, only to the extent legally permissible and as provided for in Article XI,
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shall have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation, or
Cause of Action.
vii. Injunction.
41. The injunction provisions set forth in Article VIII.F of the Plan are essential
to the Plan and are necessary to implement the Plan and to preserve and enforce the discharge,
Debtor Release, the Third-Party Release, and the Exculpation provisions in Article VIII of the
Plan. The injunction provisions are appropriately tailored to achieve those purposes.
viii. Preservation of Claims and Causes of Action.
42. Article IV.L of the Plan appropriately provides for the preservation by the
Debtors of certain Causes of Action in accordance with section 1123(b) of the Bankruptcy Code.
Causes of Action not released by the Debtors or exculpated under the Plan will be retained by the
Reorganized Debtors as provided by the Plan. The Plan is sufficiently specific with respect to the
Causes of Action to be retained by the Debtors, and the Plan and Plan Supplement provide
meaningful disclosure with respect to the potential Causes of Action that the Debtors may retain,
and all parties in interest received adequate notice with respect to such retained Causes of Action.
The provisions regarding Causes of Action in the Plan are appropriate and in the best interests of
the Debtors, their respective Estates, and holders of Claims or Interests. For the avoidance of any
doubt, Causes of Action released or exculpated under the Plan will not be retained by the
Reorganized Debtors.
c. Section 1123(d) – Cure of Defaults
43. Article V.D of the Plan provides for the satisfaction of Cure Claims
associated with each Executory Contract and Unexpired Lease to be assumed in accordance with
section 365(b)(1) of the Bankruptcy Code. Any monetary defaults under each assumed Executory
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Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy
Code, by payment of the default amount in Cash on the Effective Date, subject to the limitations
described in Article V.D of the Plan, or on such other terms as the parties to such Executory
Contracts or Unexpired Leases may otherwise agree. Any Disputed Cure Amounts will be
determined in accordance with the procedures set forth in Article V.D of the Plan, and applicable
bankruptcy and nonbankruptcy law. As such, the Plan provides that the Debtors will Cure, or
provide adequate assurance that the Debtors will promptly Cure, defaults with respect to assumed
Executory Contracts and Unexpired Leases in accordance with section 365(b)(1) of the
Bankruptcy Code. Thus, the Plan complies with section 1123(d) of the Bankruptcy Code.
d. Section 1129(a)(2) – Compliance of the Debtors and Others with the Applicable
Provisions of the Bankruptcy Code.
44. The Debtors, as proponents of the Plan, have complied with all applicable
provisions of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code,
including sections 1122, 1123, 1124, 1125, 1126, and 1128, and Bankruptcy Rules 3017, 3018,
and 3019.
e. Section 1129(a)(3) – Proposal of Plan in Good Faith.
45. The Debtors have proposed the Plan in good faith, in accordance with the
Bankruptcy Code requirements, and not by any means forbidden by law. In determining that the
Plan has been proposed in good faith, the Court has examined the totality of the circumstances
filing of the Chapter 11 Cases, including the formation of Intrum AB of Texas LLC (“Intrum
Texas”), the Plan itself, and the process leading to its formulation. The Debtors’ good faith is
evident from the facts and record of the Chapter 11 Cases, the Disclosure Statement, and the record
of the Combined Hearing and other proceedings held in the Chapter 11 Cases
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46. The Plan (including the Plan Supplement and all other documents necessary
to effectuate the Plan) is the product of good faith, arm’s-length negotiations by and among the
Debtors, the Debtors’ directors and officers and the Debtors’ key stakeholders, including the
Consenting Creditors and each of their respective professionals. The Plan itself and the process
leading to its formulation provide independent evidence of the Debtors’ and such other parties’
good faith, serve the public interest, and assure fair treatment of holders of Claims or Interests.
Consistent with the overriding purpose of chapter 11, the Debtors Filed the Chapter 11 Cases with
the belief that the Debtors were in need of reorganization and the Plan was negotiated and proposed
with the intention of accomplishing a successful reorganization and maximizing stakeholder value,
and for no ulterior purpose. Accordingly, the requirements of section 1129(a)(3) of the Bankruptcy
Code are satisfied.
f. Section 1129(a)(4) – Court Approval of Certain Payments as Reasonable.
47. Any payment made or to be made by the Debtors, or by a person issuing
securities or acquiring property under the Plan, for services or costs and expenses in connection
with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases,
has been approved by, or is subject to the approval of, the Court as reasonable. Accordingly, the
Plan satisfies the requirements of section 1129(a)(4).
g. Section 1129(a)(5)—Disclosure of Directors and Officers and Consistency with the
Interests of Creditors and Public Policy.
48. The identities of or process for appointment of the Reorganized Debtors’
directors and officers proposed to serve after the Effective Date were disclosed in the Plan
Supplement in advance of the Combined Hearing. Accordingly, the Debtors have satisfied the
requirements of section 1129(a)(5) of the Bankruptcy Code.
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h. Section 1129(a)(6)—Rate Changes.
49. The Plan does not contain any rate changes subject to the jurisdiction of any
governmental regulatory commission and therefore will not require governmental regulatory
approval. Therefore, section 1129(a)(6) of the Bankruptcy Code does not apply to the Plan.
i. Section 1129(a)(7)—Best Interests of Holders of Claims and Interests.
50. The liquidation analysis attached as Exhibit D to the Disclosure Statement
and the other evidence in support of the Plan that was proffered or adduced at the Combined
Hearing, and the facts and circumstances of the Chapter 11 Cases are (a) reasonable, persuasive,
credible, and accurate as of the dates such analysis or evidence was prepared, presented or
proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c) have not been
controverted by other evidence; and (d) establish that each holder of Allowed Claims or Interests
in each Class will recover as much or more value under the Plan on account of such Claim or
Interest, as of the Effective Date, than the amount such holder would receive if the Debtors were
liquidated on the Effective Date under chapter 7 of the Bankruptcy Code or has accepted the Plan.
As a result, the Debtors have demonstrated that the Plan is in the best interests of their creditors
and equity holders and the requirements of section 1129(a)(7) of the Bankruptcy Code are satisfied.
j. Section 1129(a)(8)—Conclusive Presumption of Acceptance by Unimpaired
Classes; Acceptance of the Plan by Certain Voting Classes.
51. The classes deemed to accept the Plan are Unimpaired under the Plan and
are deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Each
Voting Class voted to accept the Plan. For the avoidance of doubt, however, even if section
1129(a)(8) has not been satisfied with respect to all of the Debtors, the Plan is confirmable because
the Plan does not discriminate unfairly and is fair and equitable with respect to the Voting Classes
and thus satisfies section 1129(b) of the Bankruptcy Code with respect to such Classes as described
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further below. As a result, the requirements of section 1129(b) of the Bankruptcy Code are also
satisfied.
k. Section 1129(a)(9)—Treatment of Claims Entitled to Priority Pursuant to Section
507(a) of the Bankruptcy Code.
52. The treatment of Administrative Claims, Professional Fee Claims, and
Priority Tax Claims under Article II of the Plan satisfies the requirements of, and complies in all
respects with, section 1129(a)(9) of the Bankruptcy Code.
l. Section 1129(a)(10)—Acceptance by at Least One Voting Class.
53. As set forth in the Voting Declaration, all Voting Classes overwhelmingly
voted to accept the Plan. As such, there is at least one Voting Class that has accepted the Plan,
determined without including any acceptance of the Plan by any insider (as defined by the
Bankruptcy Code), for each Debtor. Accordingly, the requirements of section 1129(a)(10) of the
Bankruptcy Code are satisfied.
m. Section 1129(a)(11)—Feasibility of the Plan.
54. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. The
financial projections attached to the Disclosure Statement as Exhibit D and the other evidence
supporting the Plan proffered or adduced by the Debtors at or before the Combined Hearing: (a)
is reasonable, persuasive, credible, and accurate as of the dates such evidence was prepared,
presented, or proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c)
has not been controverted by other persuasive evidence; (d) establishes that the Plan is feasible
and Confirmation of the Plan is not likely to be followed by liquidation or the need for further
financial reorganization; (e) establishes that the Debtors will have sufficient funds available to
meet their obligations under the Plan and in the ordinary course of business—including sufficient
amounts of Cash to reasonably ensure payment of Allowed Claims that will receive Cash
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distributions pursuant to the terms of the Plan and other Cash payments required under the Plan;
and (f) establishes that the Debtors or the Reorganized Debtors, as applicable, will have the
financial wherewithal to pay any Claims that accrue, become payable, or are allowed by Final
Order following the Effective Date. Accordingly, the Plan satisfies the requirements of section
1129(a)(11) of the Bankruptcy Code.
n. Section 1129(a)(12)—Payment of Statutory Fees.
55. Article XII.C of the Plan provides that all fees payable pursuant to section
1930(a) of the Judicial Code, as determined by the Court at the Confirmation Hearing in
accordance with section 1128 of the Bankruptcy Code, will be paid by each of the applicable
Reorganized Debtors for each quarter (including any fraction of a quarter) until the Chapter 11
Cases are converted, dismissed, or closed, whichever occurs first. Accordingly, the Plan satisfies
the requirements of section 1129(a)(12) of the Bankruptcy Code.
o. Section 1129(a)(13)—Retiree Benefits.
56. Pursuant to section 1129(a)(13) of the Bankruptcy Code, and as provided in
Article IV.K of the Plan, the Reorganized Debtors will continue to pay all obligations on account
of retiree benefits (as such term is used in section 1114 of the Bankruptcy Code) on and after the
Effective Date in accordance with applicable law. As a result, the requirements of section
1129(a)(13) of the Bankruptcy Code are satisfied.
p. Sections 1129(a)(14), (15), and (16)—Domestic Support Obligations, Individuals,
and Nonprofit Corporations.
57. The Debtors do not owe any domestic support obligations, are not
individuals, and are not nonprofit corporations. Therefore, sections 1129(a)(14), 1129(a)(15), and
1129(a)(16) of the Bankruptcy Code do not apply to the Chapter 11 Cases.
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q. Section 1129(b)—Confirmation of the Plan Over Nonacceptance of Voting
Classes.
58. No Classes rejected the Plan, and section 1129(b) is not applicable here,
but even if it were, the Plan may be confirmed pursuant to section 1129(b)(1) of the Bankruptcy
Code because the Plan is fair and equitable with respect to the Deemed Rejecting Classes. The
Plan has been proposed in good faith, is reasonable, and meets the requirements and all Voting
Classes have voted to accept the Plan. The treatment of Intercompany Claims and Intercompany
Interests under the Plan provides for administrative convenience does not constitute a distribution
under the Plan on account of such Interests, and therefore such treatment complies with the
requirement of section 1129(b)(2)(B)(ii) of the Bankruptcy Code. Accordingly, the Plan is fair and
equitable to all Holders of Claims and Interests in the Deemed Rejecting Classes. The Plan satisfies
the requirements of section 1129(b) of the Bankruptcy Code. Thus, the Plan may be confirmed
even though section 1129(a)(8) of the Bankruptcy Code is not satisfied.
r. Section 1129(c)—Only One Plan.
59. Other than the Plan (including previous versions thereof), no other plan has
been Filed in the Chapter 11 Cases. Accordingly, the requirements of section 1129(c) of the
Bankruptcy Code are satisfied.
s. Section 1129(d)—Principal Purpose of the Plan Is Not Avoidance of Taxes or
Section 5 of the Securities Act.
60. No Governmental Unit has requested that the Court refuse to confirm the
Plan on the grounds that the principal purpose of the Plan is the avoidance of taxes or the avoidance
of the application of section 5 of the Securities Act. As evidenced by its terms, the principal
purpose of the Plan is not such avoidance. Accordingly, the requirements of section 1129(d) of the
Bankruptcy Code have been satisfied.
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t. Section 1129(e)—Not Small Business Cases.
61. The Chapter 11 Cases are not small business cases, and accordingly, section
1129(e) of the Bankruptcy Code does not apply to the Chapter 11 Cases.
u. Satisfaction of Confirmation Requirements.
62. Based upon the foregoing and all other pleadings and evidence proffered or
adduced at or prior to the Combined Hearing, the Plan and the Debtors, as applicable, satisfy all
the requirements for plan confirmation set forth in section 1129 of the Bankruptcy Code.
v. Good Faith.
63. The Debtors and their respective directors, officers, management, counsel,
advisors, and other agents proposed the Plan in good faith, with the legitimate and honest purpose
of maximizing the value of the Debtors’ Estates for the benefit of their stakeholders. The Plan
accomplishes this goal. Accordingly, the Debtors or the Reorganized Debtors, as appropriate, and
their respective officers, directors, and advisors have been, are, and will continue to act in good
faith if they proceed to: (a) consummate the Plan, the Restructuring Transactions, and the
agreements, settlements, transactions, and transfers contemplated thereby; and (b) take the actions
authorized and directed or contemplated by this Combined Order. Therefore, the Plan has been
proposed in good faith to achieve a result consistent with the objectives and purposes of the
Bankruptcy Code.
w. Conditions to Effective Date.
64. The Plan shall not become effective unless and until the conditions set forth
in Article IX.A of the Plan have been satisfied or waived pursuant to Article IX.B of the Plan.
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x. Implementation.
65. All documents and agreements necessary to implement the Plan and the
transactions contemplated by the Plan, including those contained or summarized in the Plan
Supplement, the Definitive Documents, the Agreed Steps Plan and the Restructuring
Implementation Deed and related forms and documentation, have been negotiated in good faith
and at arm’s length, are in the best interests of the Debtors and their Estates, and shall, upon
completion of documentation and execution, be valid, binding, and enforceable documents and
agreements not in conflict with any federal, state, or local law. Subject to the terms of the Plan and
Definitive Documents, the Debtors are authorized to take any action reasonably necessary or
appropriate to consummate such agreements and the transactions contemplated thereby.
y. Vesting of Assets.
66. Subject to the terms of the Plan, the Definitive Documentation, or any
agreement, instrument, or other document incorporated in the Plan, on the Effective Date, all
property in each Estate, all Causes of Action, and any property acquired by any of the Debtors
pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens,
Claims, charges, or other encumbrances. On and after the Effective Date, except as otherwise
provided in the Plan or Definitive Documents, each Reorganized Debtor may operate its business
and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or
Causes of Action without supervision or approval by the Court and free of any restrictions of the
Bankruptcy Code or Bankruptcy Rules.
z. Treatment of Executory Contracts and Unexpired Leases.
67. Pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code, upon the
occurrence of the Effective Date, the Plan provides for the assumption or rejection of certain
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Executory Contracts and Unexpired Leases, including the assumption of the Lock-Up Agreement.
The Debtors’ determinations regarding the assumption or rejection of Executory Contracts and
Unexpired Leases are based on and within the sound business judgment of the Debtors, are
necessary to the implementation of the Plan and are in the best interests of the Debtors, their
Estates, holders of Claims or Interests and other parties in interest in the Chapter 11 Cases.
II. Order
BASED ON THE FOREGOING FINDINGS OF FACT AND CONCLUSIONS OF
LAW, IT IS THEREFORE ORDERED, ADJUDGED AND DECREED THAT:
A. Final Approval of the Disclosure Statement.
68. The Disclosure Statement is approved as having adequate information as
contemplated by section 1125(a)(1) of the Bankruptcy Code. All objections, statements, joinders,
information objections or reservations of rights in respect of the Disclosure Statement, if any, that
have not been withdrawn, waived, settled, or otherwise resolved before the Combined Hearing are
overruled.
B. Confirmation of the Plan
69. The Plan attached to this Combined Order as Exhibit A satisfies or complies
with all applicable provisions of sections 1122, 1123, 1125, 1126, and 1129 of the Bankruptcy
Code and is confirmed pursuant to section 1129 of the Bankruptcy Code. The terms of the Plan,
including the Plan Supplement, are incorporated by reference into, and are an integral part of, this
Combined Order.
70. The Combined Order approves the Plan Supplement, including the
documents contained therein, as they may be amended through and including the Effective Date
in accordance with and as permitted by the Plan and/or the Lock-Up Agreement, including, but
not limited to, any consent or approval rights set forth therein.
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71. Notwithstanding anything in this Combined Order or the Plan, nothing in
this Combined Order or the Plan shall affect parties' rights to terminate the Restructuring
Documents in accordance with their terms, without further notice to or order of the Bankruptcy
Court. The Debtors and the Reorganized Debtors (as applicable) are authorized to take all actions
required at any time, appropriate or desirable to enter into, implement, and consummate the
contracts, instruments, releases, agreements, or other documents created or executed in connection
with the Plan, the Restructuring Transactions, including those contained in the Plan Supplement,
and all other relevant and necessary or desirable documents, including but not limited to the
Definitive Documents, the Lock-Up Agreement, the Facility Agreement Amendments Documents,
the Amended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documents,
the New Money Documents, the New Security Documents, the Rights Offering Documents, and
the Restructuring Implementation Deed without the need for any approvals, authorization, or
consents, except for those expressly required pursuant to the Plan and applicable Swedish Law,
including, for the avoidance of doubt, with respect to the Swedish Reorganisation Plan
Confirmation.
72. Upon the Confirmation Date, the Debtors are authorized to fully implement
the Restructuring in Sweden pursuant to the Swedish Company Reorganisation Process, subject to
any conditions provided for in the Swedish Reorganisation Plan and any orders or resolutions of
the Swedish Court without the need for any further order of this Court or further action by holders
of Claims or Interests. Intrum AB is authorized to act (i) as a representative of the Debtors’ estates
in any judicial or other proceeding outside the U.S., including the Swedish Company
Reorganisation Process, in any way permitted by applicable non-U.S. Law in connection with such
proceeding.
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C. Binding Effect
73. The terms of the Plan and the Restructuring Transactions (and any
documents related or ancillary thereto, including, for the avoidance of doubt, the documents and
instruments contained in the Plan Supplement) shall be immediately effective and enforceable and
not subject to avoidance or other challenge, legal or otherwise, and deemed binding on the Debtors,
the Reorganized Debtors, any and all holders of Claims or Interests (irrespective of whether
holders of such Claims or Interests have, or are deemed to have, accepted the Plan and whether
such claims are known or unknown, including, but not limited to all contract counterparties,
borrowers, and leaseholders), any trustees, examiners, administrators, responsible officers, estate
representatives, or similar entities for the Debtors, if any, subsequently appointed in any of the
Chapter 11 Cases or upon a conversion to chapter 7 under the Bankruptcy Code of any of the
Chapter 11 Cases, all Entities that are parties to or subject to the settlements, compromises,
releases, discharges, and injunctions contained in the Plan, each Entity acquiring property under
the Plan, any and all non-Debtor parties to Executory Contracts and Unexpired Leases, and each
of their respective affiliates, successors, and assigns, as of the Effective Date. Subject to the terms
of the Plan, the Debtors reserve the right to alter, amend, update, or modify the applicable
Definitive Documents prior to the Effective Date, subject to the applicable consent rights set forth
in the Plan and/or the Lock-Up Agreement.
D. Incorporation by Reference.
74. The terms and provisions of the Plan are incorporated by reference and are
an integral part of this Combined Order. The terms of the Plan, the Plan Supplement, all exhibits
thereto, this Combined Order, and all other relevant and necessary documents shall, on and after
the Effective Date, be binding in all respects upon, and shall inure to the benefit of, the Debtors,
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their Estates and their creditors, and their respective successors and assigns, non-debtor affiliates,
any affected third parties, all Holders of equity interests in the Debtors, all Holders of any Claims,
whether known or unknown, against the Debtors, including, but not limited to all contract
counterparties, leaseholders, governmental units, and any trustees, examiners, administrators,
responsible officers, estate representatives, or similar Entities for the Debtors, if any, subsequently
appointed in any of the Chapter 11 Cases or upon a conversion to chapter 7 under the Bankruptcy
Code of any of the Chapter 11 Cases, and each of their respective affiliates, successors, and assigns.
E. Objections
75. All objections to, statements, joinders, informal objections or reservations
of rights in respect of the Plan that have not been withdrawn, waived, settled, or otherwise resolved
before the Combined Hearing are overruled on the merits and denied.
F. Governmental Approvals Not Required.
76. This Combined Order shall constitute all approvals and consents that are or
may be required by the laws, rules, or regulations of any state or any other governmental authority
with respect to the dissemination, implementation and consummation of the Plan, the other
Definitive Documents and any other act referred to in, or contemplated by, the Plan or other
Definitive Documents or that may be necessary or appropriate for the implementation or
consummation of the Plan or the other Plan Documents (subject to the applicable consent rights
set forth in the Lock-Up Agreement).
G. The Releases, Injunction, Exculpation, and Related Provisions Under the Plan.
77. All release, exculpation, and discharge provisions embodied in the Plan,
including those contained in Article VIII.A-E of the Plan are hereby approved in their entirety and
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shall be effective and binding on all Persons and Entities, to the extent provided in the Plan, without
further order or action by this Bankruptcy Court.
a. Injunction. The following injunction provision contained in Article VIII.F
of the Plan is hereby incorporated by reference and approved in its entirety:
78. Upon entry of the Combined Order, all Persons and Entities shall be
enjoined from taking any actions to interfere with the implementation or consummation of
this Plan or the vesting of the Estates’ assets in, and the enjoyment of such assets by, the
Reorganized Debtors pursuant to this Plan.
79. Except as otherwise specifically provided in the Plan or for obligations
issued or required to be paid pursuant to the Plan or the Combined Order, all Entities who
have held, hold, or may hold claims or interests that have been released, discharged, or are
subject to exculpation are permanently enjoined, from and after the Effective Date, from
taking any of the following actions (collectively, the “Covered Matters”) against, as applicable,
the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties (the
“Covered Entities”): (a) commencing or continuing in any manner any action or other
proceeding of any kind on account of or in connection with or with respect to any such claims
or interests; (b) enforcing, attaching, collecting, or recovering by any manner or means any
judgment, award, decree, or order against such Entities on account of or in connection with
or with respect to any such claims or interests; (c) creating, perfecting, or enforcing any
encumbrance of any kind against such Entities or the property or the estates of such Entities
on account of or in connection with or with respect to any such claims or interests; (d)
asserting any right of setoff, subrogation, or recoupment of any kind against any obligation
due from such Entities or against the property of such Entities on account of or in connection
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with or with respect to any such claims or interests unless such Holder has Filed a motion
requesting the right to perform such setoff on or before the Effective Date, and
notwithstanding an indication of a claim or interest or otherwise that such Holder asserts,
has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and
(e) commencing or continuing in any manner any action or other proceeding of any kind on
account of or in connection with or with respect to any such claims or interests released or
settled pursuant to the Plan.
80. With respect to any Covered Entity, no Entity or Person may
commence or continue any action, employ any process, or take any other act to pursue,
collect, recover or offset any Claim, Interest, debt, obligation, or Cause of Action relating or
reasonably likely to relate to any act or commission in connection with, relating to, or arising
out of a Covered Matter (including one that alleges the actual fraud, gross negligence, or
willful misconduct of a Covered Entity), unless expressly authorized by the Bankruptcy
Court after (1) it determines, after a notice and a hearing, such Claim, Interest, debt,
obligation, or Cause of Action is colorable and (2) it specifically authorizes such Entity or
Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have sole and
exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or
Cause of Action is colorable and, only to the extent legally permissible and as provided for
in Article XI, shall have jurisdiction to adjudicate such underlying colorable Claim, Interest,
debt, obligation, or Cause of Action.
H. Preservation of Rights of Action.
81. Except as otherwise provided in the Plan or in any contract, instrument,
release or other agreement entered into or delivered in connection with the Plan, in accordance
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with section 1123(b)(3) of the Bankruptcy Code, the Reorganized Debtors shall have vested in
them as of the Effective Date, and the Reorganized Debtors shall retain and may enforce, any
claims, demands, rights, defenses and Causes of Action that the Debtors or the Estates may hold
against any Entity, other than any Cause of Action released by the Debtors pursuant to the releases
contained in the Plan. Each Reorganized Debtor or its successor may pursue such retained claims,
demands, rights, defenses or causes of action, as appropriate, and may settle such claims after the
Effective Date without notice to parties in interest or approval of this Court.
I. Post-Confirmation Notices, Professional Compensation, and Bar Dates
82. In accordance with Bankruptcy Rules 2002 and 3020(c), no later than seven
days after the Effective Date, the Reorganized Debtors must cause notice of Confirmation and
occurrence of the Effective Date (the “Notice of Confirmation”) to be served by United States
mail, first-class postage prepaid, by hand, or by overnight courier service to all parties served with
the Confirmation Hearing Notice. Mailing of the Notice of Confirmation in the time and manner
set forth in this paragraph will be good, adequate, and sufficient notice under the particular
circumstances and in accordance with the requirements of Bankruptcy Rules 2002 and 3020(c).
No further notice is necessary.
83. The Notice of Confirmation will have the effect of an order of the Court,
will constitute sufficient notice of the entry of this Combined Order to filing and recording officers,
and will be a recordable instrument notwithstanding any contrary provision of applicable nonbankruptcy
law.
84. All Professionals seeking approval by the Bankruptcy Court of
compensation for services rendered or reimbursement of expenses incurred through and including
the Effective Date under sections 327, 328, 330, 331, or 503(b)(2) of the Bankruptcy Code shall
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file, on or before the date that is forty-five (45) calendar days after the Effective Date, their
respective applications (collectively, the “Final Fee Applications”) for final allowances of
compensation for services rendered, and reimbursement of expenses incurred between the Petition
Date and the Effective Date. Any objection to any Final Fee Application must be Filed with this
Court no later than 4:00 p.m. (Central Time) on the date that is twenty-one (21) calendar days after
the filing of the applicable Final Fee Application.
85. Except as otherwise provided in the Plan, requests for payment of
Administrative Claims must be Filed no later than the Administrative Claims Bar Date. Holders
of Administrative Claims that are required to file and serve a request for such payment of such
Administrative Claims that do not file and serve such a request by the Administrative Claims Bar
Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims
against the Debtors, the Reorganized Debtors or their property, and such Administrative Claims
shall be deemed discharged as of the Effective Date without the need for any objection from the
Reorganized Debtors or any action by the Court.
J. Notice of Subsequent Pleadings.
86. Except as otherwise provided in the Plan or in this Combined Order, notice
of all subsequent pleadings in the Chapter 11 Cases after the Effective Date will be limited to the
following parties: (a) the U.S. Trustee; (b) counsel to the RCF SteerCo Group; (c) counsel to the
Notes Ad Hoc Group; and (d) any party known to be directly affected by the relief sought by such
pleadings.
K. Retention of Jurisdiction.
87. This Court retains jurisdiction over all matters arising out of or related to
the Chapter 11 Cases and the Plan, including the matters set forth in Article XI of the Plan.
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L. Reporting
88. After the Effective Date, the Debtors or Reorganized Debtors, as applicable,
shall have no obligation to file with the Court or serve on any parties reports that the Debtors or
Reorganized Debtors, as applicable, were obligated to file under the Bankruptcy Code or a Court
order, including monthly operating reports (even for those periods for which a monthly operating
report was not Filed before the Effective Date), ordinary course professional reports, and monthly
or quarterly reports for Professionals; provided, however, that the Debtors or Reorganized Debtors,
as applicable, will comply with the U.S. Trustee’s quarterly reporting requirements. From
Confirmation through the Effective Date, the Debtors will file such reports as are required under
the Bankruptcy Local Rules.
89. After the Confirmation Date, the Debtors or Reorganized Debtors, as
applicable, shall have no obligation to provide any reports to any parties otherwise required under
the “first” and “second” day orders entered in the Chapter 11 Case, except for those reports
required under the Cash Collateral Order.
M. Effectiveness of All Actions
90. Except as set forth in the Plan, all actions authorized to be taken pursuant to
the Plan, including all actions pursuant to, in accordance with, or in connection with the other
Definitive Documents, shall be effective on, before, or after the Effective Date pursuant to this
Combined Order, without further application to, or order of the Court, or further action by the
Debtors and/or the Reorganized Debtors and their respective directors, officers, members, or
stockholders, and with the effect that such actions had been taken by unanimous action of such
officers, directors, managers, members, or stockholders.
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N. Plan Implementation Authorization
91. The Debtors or the Reorganized Debtors, as the case may be, and, to the
extent necessary, third parties including the Agents/Trustees (including each of their respective
successors and assigns), and their respective directors, officers, members, agents, and attorneys,
financial advisors, and investment bankers are (irrespective of any existing contractual
requirements to obtain instructions binding on such parties) authorized, empowered and directed
from and after the date hereof to negotiate, execute, issue, deliver, implement, file, or record any
contract, instrument, release, or other agreement or document related to the Plan, including the
Facility Agreement Amendments Documents, the amended Intercreditor Agreement documents,
the Amended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documents,
the New Money Documents, the New Security Documents, the Rights Offering Documents, the
Restructuring Implementation Deed, any other document included in the Plan Supplement, or any
document related or ancillary thereto (each according to their terms), as the same may be modified,
amended and supplemented, and to take any action necessary or appropriate to implement,
effectuate, consummate, or further evidence the Plan in accordance with its terms, or take any or
all steps or corporate actions authorized to be taken pursuant to the Plan whether or not specifically
referred to in the Plan or any exhibit thereto, without further order of the Court. To the extent
applicable, any or all such documents shall be accepted upon presentment by each of the respective
state filing offices and recorded in accordance with the applicable law and shall become effective
in accordance with their terms and the provisions of applicable law. No action of the Debtors’
boards of directors or the Reorganized Debtors’ boards of directors will be required to authorize
the Debtors or Reorganized Debtors, as applicable, to enter into, execute and deliver, adopt or
amend, as the case may be, any such contract, instrument, release, or other agreement or document
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related to the Plan, and following the Effective Date, each such document will be a legal, valid,
and binding obligation of the Debtors or Reorganized Debtors, as applicable, enforceable against
the Debtors and the Reorganized Debtors in accordance with the respective terms thereof. The
Debtors are also authorized from and after the date hereof to negotiate, execute, issue, deliver,
implement, file, or record any contract, instrument, release, or other agreement or document or
take any action necessary or appropriate to implement the transactions set forth in the Agreed Steps
Plan, including, among other things, any merger, transfer, liquidation, or consolidation of any of
the Debtors or their non-Debtor subsidiaries. Each Holder of RCF Claims and each Holder of
Notes Claims will be deemed to have appointed the Company as its attorney and agent and to have
irrevocably instructed, authorized, directed and empowered the Company (or its authorized
representative) solely to (i) enter into, execute and (if applicable) deliver, for and on its behalf, any
Transaction Document to which it is party, in each case solely to the extent consistent with the
Lock-Up Agreement, Agreed Steps Plan and the Restructuring Implementation Deed and (ii) in
the case of Holder of Notes, to take any action necessary to ensure that steps described in the
Agreed Steps Plan and the Restructuring Implementation Deed are carried out, including if
necessary updating the books and records of the relevant clearing systems in which the Notes are
held. For the avoidance of doubt, the foregoing power of attorney shall not apply to any
amendments or waivers sought from the applicable creditors under the Plan, the Lock-Up
Agreement, the Restructuring Implementation Deed or any Transaction Documents and any such
waivers may only be granted by the requisite majorities of the applicable creditors in accordance
with the relevant document.
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O. Restructuring Transactions and Restructuring Expenses.
92. Subject to the terms of the Plan and the Definitive Documents, from and
after the date hereof, the Debtors or the Reorganized Debtors, as applicable, and, to the extent
necessary, third parties including the Agents/Trustees (including each of their respective
successors and assigns) are authorized, empowered and directed to take all actions as may be
necessary or appropriate to effect any Restructuring Transactions, including: (1) the execution and
delivery of appropriate agreements, including the Definitive Documents, or other documents of
merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer,
arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are
consistent with the terms of the Plan and that satisfy the applicable requirements of applicable law
and any other terms to which the applicable Entities may agree; (2) the execution and delivery of
appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property,
right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other
terms for which the applicable parties agree; (3) the filing of appropriate certificates or articles of
incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement,
continuance, dissolution, or other organizational documents pursuant to applicable nonbankruptcy
law; and (4) all other actions that the applicable Entities determine to be necessary,
including making filings or recordings that may be required by applicable law in connection with
the Plan, however for the avoidance of doubt, such conditions set forth in Article IX.A of the Plan
or any Definitive Document shall be satisfied or waived in accordance with, and pursuant to,
Article IX.B of the Plan or the terms of the applicable Definitive Document (respectively), and
any Plan modification, revocation or withdrawal can only be completed in accordance with Article
X of the Plan.
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93. The Debtors or Reorganized Debtors, as applicable, shall enter into the
Facility Agreement Amendments Documents on or before the Effective Date, on the terms set
forth in the Plan, the Lock-Up Agreement, and included in the Plan Supplement. Confirmation
shall be deemed approval of the SSRCF Credit Agreement and related Facility Agreement
Amendments Documents and amended Intercreditor Agreement documents (including the
transactions contemplated thereby, and all actions to be taken, undertakings to be made, and
obligations to be incurred and fees paid by the Debtors or the Reorganized Debtors in connection
therewith), to the extent not approved by the Bankruptcy Court previously, and the Debtors or
Reorganized Debtors are authorized and directed to execute and deliver those documents necessary
or appropriate to consummate the applicable Facility Agreement Amendments Documents and
amended Intercreditor Agreement documents without further notice to or order of the Bankruptcy
Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization,
or approval of any Person, subject to such modifications as may be agreed between the Debtors or
Reorganized Debtors and the applicable RCF Lenders and other parties. Notwithstanding anything
else contained herein or in the Plan, the Facility Agreement, the Facility Agreement Documents
and all other relevant documents to give effect to the Facility Agreement Amendments Documents
shall continue in full force and effect, except as amended and restated, supplemented, superseded,
terminated or otherwise modified pursuant to, or in connection with, the Facility Agreement
Amendments Document and the amended Intercreditor Agreement documents.
94. In order to facilitate the consummation of the Restructuring Transactions,
and as a good-faith and reasonable compromise and settlement of any objections of the holders of
Senior Secured Term Loan Claims to the treatment of such Claims otherwise provided under the
Plan, the Debtors or Reorganized Debtors, as applicable, shall enter into the Amended Senior
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Secured Term Loan Credit Agreement on or before the Effective Date, on the terms set forth in
the Plan and the Amended Senior Secured Term Loan Credit Agreement Term Sheet.
Confirmation of the Plan pursuant to this Combined Order shall constitute approval of the
Amended Senior Secured Term Loan Credit Agreement (including the transactions contemplated
thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred and
fees paid by the Debtors or the Reorganized Debtors in connection therewith), to the extent not
approved by the Bankruptcy Court previously, and the Debtors or Reorganized Debtors are
authorized and directed to execute and deliver those documents necessary or appropriate to
consummate the applicable Amended Senior Secured Term Loan Credit Agreement without
further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation,
order, or rule or vote, consent, authorization, or approval of any Person, subject to such
modifications as may be agreed between the Debtors or Reorganized Debtors and the applicable
holders of Senior Secured Term Loan Claims.
95. Subject to the terms of the Plan and Definitive Documents, the Debtors are
hereby authorized to take any and all actions necessary to consummate the Rights Offering in
accordance with the Plan, the Rights Offering Documents, the Backstop Agreement, and the Lock-
Up Agreement, including mailing any required form, agreements or notices to applicable holders
of Claims and Interests. The Rights Offering Documents and all related forms, agreements, and
notices (which may be amended so that the final form is reasonably acceptable to the Majority
Core Noteholder Group) Filed with the Plan Supplement are hereby approved and the
consummation of the Rights Offering shall be deemed a reasonable exercise of the Debtors’
business judgment. Pursuant to the terms of the Plan, on the Effective Date, the Reorganized
Debtors shall issue the New Money Notes in accordance with the terms set forth in the Rights
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Offering Documents, the Backstop Agreement, the New Money Notes Indenture, the New Money
Notes Purchase Agreement (and any other New Money Documents), the Agreed Steps Plan, and
the Restructuring Implementation Deed.
96. Subject to the terms of the Plan and Definitive Documents, the Debtors or
Reorganized Debtors, as applicable, are hereby authorized, immediately upon entry of this
Combined Order, to issue the Exchange Notes on the terms set forth in the Exchange Notes
Indenture and included in the Plan Supplement. The Notes Amendments Documents (including
the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and
obligations to be incurred and fees paid by the Debtors, the Reorganized Debtors, or a non-Debtor
Affiliate in connection therewith), to the extent not approved by the Bankruptcy Court previously,
are hereby approved, and the Debtors or Reorganized Debtors, and as applicable the
Agents/Trustees, are authorized and directed to execute and deliver those documents necessary or
appropriate to consummate the applicable Notes Amendments Documents without further notice
to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule
or vote, consent, authorization, or approval of any Person, subject to such modifications as may be
agreed between the Debtors or Reorganized Debtors and the Majority Core Noteholder Group.
97. On or prior to the Effective Date, the Debtors shall issue the Noteholder
Ordinary Shares on a pro rata basis to the Note Eligible Holders in accordance with the Agreed
Steps Plan and Restructuring Implementation Deed.
98. Further, the Restructuring Expenses incurred, or estimated to be incurred,
up to and including the Effective Date (or, with respect to necessary post-Effective Date activities,
after the Effective Date), shall be paid in full in Cash on the Effective Date (to the extent not
previously paid during the course of the Chapter 11 Cases) in accordance with, and subject to, the
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terms of the Lock-Up Agreement and the Restructuring Implementation Deed, without any
requirement (i) to File a fee application with the Bankruptcy Court, (ii) for Bankruptcy Court
review or approval, and/or (iii) submission to any party of itemized time detail. All Restructuring
Expenses to be paid on the Effective Date shall be estimated prior to and as of the Effective Date
and such estimates shall be delivered to the Debtors at least three (3) Business Days before the
anticipated Effective Date; provided, however, that such estimates shall not be considered an
admission or limitation with respect to such Restructuring Expenses. From and after the Petition
Date, the Debtors and the Reorganized Debtors (as applicable) shall pay, when due and payable
pursuant to the Lock-Up Agreement, the Restructuring Implementation Deed, and otherwise in the
ordinary course the Restructuring Expenses whether incurred before, on, or after the Effective
Date. On or prior to the Effective Date, or as soon as practicable thereafter, final invoices for all
Restructuring Expenses incurred prior to and unpaid as of the Effective Date shall be submitted to
the Debtors and shall be paid, or caused to be paid, by the Reorganized Debtors within ten (10)
Business Days of receipt of the applicable final invoice.
P. Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors.
99. Except as otherwise provided in the Plan, the Agreed Steps Plan, or any
agreement, instrument, or other document incorporated in the Plan, each of the Debtors will, as a
Reorganized Debtor, continue to exist after the Effective Date as a separate legal entity, with all
of the powers of such legal entity under applicable law and without prejudice to any right to alter
or terminate such existence (whether by merger, conversion, dissolution or otherwise) under
applicable law, and on the Effective Date, all property of the Estate of a Debtor, and any property
acquired by a Debtor or Reorganized Debtor under the Plan, will vest in the applicable Reorganized
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Debtors, free and clear of all Claims, Liens, charges, other encumbrances, Interests and other
interests.
100. On and after the Effective Date, each Reorganized Debtor may operate its
business and may use, acquire and dispose of property and compromise or settle any claims without
supervision or approval by this Court and free of any restrictions of the Bankruptcy Code or
Bankruptcy Rules, other than those restrictions expressly imposed by the Plan, the Amended
Finance Documents, or this Combined Order.
Q. Directors and Officers of Reorganized Debtors.
101. As of the Effective Date, the term of the current members of the board of
directors of the Debtors shall be appointed in accordance with the Plan and other constituent
documents of each Reorganized Debtor.
102. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors have
disclosed in advance of the Combined Hearing the identity and affiliations of any Person proposed
to serve on the Board, as well as those Persons that will serve as an officer of the Reorganized
Debtors. To the extent any such director or officer is an “insider” under the Bankruptcy Code, the
nature of any compensation to be paid to such director or officer has also been disclosed to the
extent reasonably practicable. Each such director and officer shall continue to serve from and after
the Effective Date pursuant to the terms of the constituent documents of the Reorganized Debtors.
R. Release of Liens.
103. Except as otherwise provided in or pursuant to the New Security
Documents, the Plan (including with respect to Unimpaired Claims), or any other contract,
instrument, release, or other agreement or document created pursuant to the Plan, on the Effective
Date and concurrently with the applicable Distributions made pursuant to the Plan and, in the case
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of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of
the Effective Date, except for Other Secured Claims that the Debtors elect to Reinstate in
accordance with Article III.B. of the Plan and any existing mortgages, deeds of trust, Liens,
pledges, or other security interests against any property of the Estates or the Debtors’ affiliates for
the benefit of Holders of RCF Claims, Senior Secured Term Loan Claims, the New Money Notes,
the Exchange Notes, the Amended Senior Secured Term Loan and other creditors party to the
amended Intercreditor Agreement, all mortgages, deeds of trust, Liens, pledges, or other security
interests against any property of the Estates shall be fully released and discharged, and all of the
right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other
security interests shall revert to the Reorganized Debtors and their successors and assigns, other
than, for the avoidance of doubt, the Liens and security interests granted pursuant to, or in
connection with, the Facility Agreement Amendments Documents, Amended Senior Secured
Term Loan Credit Agreement, the Notes Amendments Documents, the New Money Documents
or the New Security Documents. Any Holder of such Secured Claim (and the applicable agents for
such Holder) shall be authorized and directed, at the sole cost and expense of the Reorganized
Debtors, to release any collateral or other property of any Debtor (including any cash collateral
and possessory collateral) held by such Holder (and the applicable agents for such Holder), and to
take such actions as may be reasonably requested by the Reorganized Debtors to evidence the
release of such Lien, including the execution, delivery, and filing or recording of such releases.
The presentation or filing of this Combined Order to or with any federal, state, provincial, or local
agency or department shall constitute good and sufficient evidence of, but shall not be required to
effect, the termination of such Liens.
S. Injunctions and Automatic Stay.
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104. Unless otherwise provided in the Plan or this Combined Order, all
injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the
Bankruptcy Code or any order of the Court, and extant on the Confirmation Date (excluding any
injunctions or stays contained in the Plan or this Combined Order) shall remain in full force and
effect until the Effective Date. All injunctions or stays contained in the Plan or this Combined
Order shall remain in full force and effect in accordance with their terms.
T. Cancellation of Existing Securities and Agreements.
105. On the Effective Date, except as otherwise provided in the Plan, this
Combined Order, any agreement, instrument or other document entered into in connection with or
pursuant to the Plan or the Agreed Steps Plan, all credit agreements, security agreements,
intercreditor agreements, notes, instruments, Certificates, and other documents evidencing Claims
or Interests shall be cancelled and the obligations of the Debtors or the Reorganized Debtors
thereunder or in any way related thereto shall be discharged and deemed satisfied in full, and the
Agents/Trustees shall be released from all duties thereunder; provided, that, notwithstanding
Confirmation or the occurrence of the Effective Date, any such document that governs the rights
of the Holder of a Claim or Interest shall continue in effect solely for purposes of (a) enabling
Holders of Allowed Claims and Allowed Interests to receive Distributions under the Plan as
provided herein, (b) governing the contractual rights and obligations among the Agents/Trustees
and the lenders or Holders party thereto (including, without limitation, indemnification, expense
reimbursement, and Distribution provisions) until the Reorganized Debtors emerge from the
Chapter 11 Cases, (c) preserving any rights of the Agents/Trustees thereunder to maintain,
exercise, and enforce any applicable rights of indemnity, reimbursement, or contribution, or
subrogation or any other claim or entitlement, (d) permitting each Agent/Trustee to perform any
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functions that are necessary to effectuate the immediately foregoing, including appearing and
being heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court; (e) facilitating
the amendment, reinstatement and combination of the Facility Agreement into the Facility
Agreement Amendments Documents, solely to the extent set forth in the Lock-Up Agreement, the
Plan, and the Facility Agreement Amendments Documents (f) facilitating the amendment and
restatement of the Senior Secured Term Loan into the Amended Senior Secured Term Loan Credit
Agreement, solely to the extent set forth in the Plan and the Senior Secured Term Loan Credit
Agreement Term Sheet, (g) the issuance of New Money Notes, solely to the extent set forth in the
Plan, the Lock-Up Agreement, and the New Money Documents, (h) facilitating the issuance of the
Exchange Notes, solely to the extent set forth in the Plan, the Lock-Up Agreement, and the
Exchange Notes Indenture (i) facilitating the issuance of the Noteholder Ordinary Shares, solely
to the extent set forth in the Plan and Lock-Up Agreement and (j) furthering any other purpose as
set forth in the Lock-Up Agreement, Restructuring Implementation Deed, and Definitive
Documents.
U. Certain Securities Law Matters.
106. Except as described in the following paragraphs, the Debtors will rely on
section 1145(a) of the Bankruptcy Code to exempt from registration under the Securities Act the
offer, issuance, and Distribution of the Exchange Notes, the Noteholder Ordinary Shares and the
New Money Notes (other than the Backstopped Notes) issued pursuant to the Plan on account of
Notes Claims, including to any Consenting Noteholder who signed the Lock-Up Agreement before
the filing of the Chapter 11 Cases with the Bankruptcy Court. The offering, issuance, and
Distribution of such Exchange Notes, Noteholder Ordinary Shares and the New Money Notes
(other than the Backstopped Notes) pursuant to section 1145(a) of the Bankruptcy Code shall be
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exempt from, among other things, the registration requirements of section 5 of the Securities Act
and any other applicable law requiring registration prior to the offering, issuance, Distribution, or
sale of Securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code. Such
Exchange Notes, Noteholder Ordinary Shares and the New Money Notes (other than the
Backstopped Notes) will be freely tradable by the recipients thereof, subject to the provisions of
section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section
2(a)(11) of the Securities Act, and compliance with any applicable securities laws of any other
jurisdiction and any rules and regulations of the United States Securities and Exchange
Commission, if any, applicable at the time of any future transfer of such Securities or instruments.
107. The Debtors will rely on section 4(a)(2) of the Securities Act and Regulation
S under the Securities Act, or any other available exemption from registration under the Securities
Act, as applicable, to exempt from registration under the Securities Act the offer, issuance, and
Distribution of the Backstopped Notes issued in accordance with the Backstop Agreement. The
Backstopped Notes will be “restricted securities” subject to transfer restrictions under the U.S.
federal securities laws if they are issued to a U.S. person in accordance with the Backstop
Agreement pursuant to section 4(a)(2) of the Securities Act but will otherwise be issued pursuant
to Regulation S (if they are issued to a non-U.S. person outside of the United States in accordance
with the Backstop Agreement). Such Backstopped Notes may be resold, exchanged, assigned or
otherwise transferred pursuant to registration, or an applicable exemption from registration, under
the Securities Act and other applicable law.
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V. First Day Relief
108. Notwithstanding anything contained in this Combined Order, the relief
granted pursuant to the First Day Orders shall remain in full force and effect in accordance with
their terms through the Effective Date.
W. Cooperation by Euroclear Sweden
109. Should the Reorganized Debtors elect to reflect any ownership of the
Noteholder Ordinary Shares to be issued under the Plan through the facilities of Euroclear Sweden
(“Euroclear”), Euroclear is authorized to rely solely on this Combined Order, and the Reorganized
Debtors need not provide any further evidence other than the Plan and this Combined Order with
respect to the treatment of such Noteholder Ordinary Shares under applicable securities laws.
Euroclear and all other Persons and Entities shall be required to accept and conclusively rely upon
the Plan and this Combined Order in lieu of a legal opinion regarding whether the Noteholder
Ordinary Shares to be issued under the Plan are exempt from registration and/or eligible for
Euroclear book-entry delivery, settlement, and depository services.
X. Section 1146 Exemption.
110. To the fullest extent permitted by section 1146(a) of the Bankruptcy Code,
any transfers (whether from a Debtor to a Reorganized Debtor or to any other Person) of property
under the Plan or pursuant to: (a) the issuance, distribution, transfer, or exchange of any debt,
equity security, or other interest in the Debtors or the Reorganized Debtors; (b) the Restructuring
Transactions; (c) the creation, modification, consolidation, termination, refinancing, and/or
recording of any mortgage, deed of trust, or other security interest, or the securing of additional
indebtedness by such or other means; (d) the making, assignment, or recording of any lease or
sublease; (e) the grant of collateral as security for any or all of the Facility Agreement Amendments
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Documents, the Amended Senior Secured Term Loan Credit Agreement, Exchange Notes, or New
Money Notes; or (f) the making, delivery, or recording of any deed or other instrument of transfer
under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale,
assignments, or other instrument of transfer executed in connection with any transaction arising
out of, contemplated by, or in any way related to the Plan, shall not be subject to any document
recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate
transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory
filing or recording fee, or other similar tax or governmental assessment, and upon entry of the
Combined Order, the appropriate state or local governmental officials or agents shall forego the
collection of any such tax or governmental assessment and accept for filing and recordation any
of the foregoing instruments or other documents without the payment of any such tax, recordation
fee, or governmental assessment. All filing or recording officers (or any other Person with
authority over any of the foregoing), wherever located and by whomever appointed, shall comply
with the requirements of section 1146(c) of the Bankruptcy Code, shall forego the collection of
any such tax or governmental assessment, and shall accept for filing and recordation any of the
foregoing instruments or other documents without the payment of any such tax or governmental
assessment.
Y. Nonseverability of Plan Provisions upon Confirmation.
111. Notwithstanding the possible applicability of Bankruptcy Rules 6004(g),
7062, 9014, or otherwise, the terms and conditions of this Combined Order shall be effective and
enforceable immediately upon its entry. Each term and provision of the Plan, and the transactions
related thereto as it heretofore may have been altered or interpreted by the Court is: (a) valid and
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enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified except
as provided by the Plan or this Combined Order; and (c) nonseverable and mutually dependent.
Z. Waiver or Estoppel.
112. Each holder of a Claim or Interest shall be deemed to have waived any right
to assert any argument, including the right to argue that its Claim or Interest should be Allowed in
a certain amount, in a certain priority, secured, or not subordinated by virtue of an agreement made
with the Debtors or their counsel (or any other Entity), if such agreement was not disclosed in the
Plan, the Disclosure Statement, the Agreed Steps Plan, or papers Filed with the Court before the
Confirmation Date.
AA. Authorization to Consummate.
113. The Debtors are authorized to consummate the Plan, including the
Restructuring Transactions contemplated by the Plan, the Agreed Steps Plan, and the Definitive
Documents, at any time after the entry of this Combined Order. The substantial consummation of
the Plan, within the meaning of sections 1101(2) and 1127 of the Bankruptcy Code, is deemed to
occur on the first date, on or after the Effective Date, on which distributions are made in accordance
with the terms of the Plan to holders of any Allowed Claims or Interests (as applicable).
BB. Assumption and Cure of Executory Contracts.
114. The provisions governing the treatment of Executory Contracts and
Unexpired Leases set forth in Article V of the Plan (including the procedures regarding the
resolution of any and all disputes concerning the assumption or rejection, as applicable, of such
Executory Contracts and Unexpired Leases) shall be, and hereby are, approved in their entirety.
For the avoidance of doubt, on the Effective Date, except as otherwise provided in the Plan, all
Executory Contracts or Unexpired Leases will be deemed assumed in accordance with the
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provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than an
Executory Contract or Unexpired Lease that: (a) is identified on the Rejected Executory Contract
and Unexpired Lease List; (b) has been previously rejected by a Final Order; (c) is the subject of
a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation
Date; or (d) is subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to
which the requested effective date of such rejection is after the Effective Date.
115. Entry of this Combined Order shall constitute an order approving the
assumption of the Lock-Up Agreement pursuant to sections 365 and 1123 of the Bankruptcy Code
and effective on the occurrence of the Effective Date and authorize and direct the Debtors to satisfy
the obligations thereunder, including with respect to the payment of any and all fees, costs, and
expenses provided thereunder; and, for the avoidance of doubt, the payment of all outstanding fees,
costs, and expenses of the Notes Ad Hoc Group Advisors shall be paid upon entry of this Combined
Order. The Lock-Up Agreement shall be binding and enforceable against the parties thereto in
accordance with its terms and the terms of the Plan, and any and all obligations under the Lock-
Up Agreement shall continue in accordance with the terms thereof and shall not be limited in any
way by the entry of this Combined Order or the Plan, including, without limitation, by the absence
of any Cure Amount with respect to the Lock-Up Agreement.
116. Unless otherwise agreed, the Debtors will not pursuant to this Combined
Order assume, Cure, or otherwise treat, nor be deemed to reject, any contract that is the subject of
an outstanding objection to a Cure Amount at the time of entry of this Combined Order. All
outstanding objections to Cure Amounts will be heard at a hearing that is convenient to the Court
and the parties.
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117. Notwithstanding anything to contrary in the Plan, this Combined Order, or
the Plan Supplement, subject only to the occurrence of the Effective Date, all existing employment
agreements, indemnification agreements, or other agreements between the Debtors and the
Debtors’ current and former employees are hereby assumed and/or assumed and assigned to the
applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365
and 1123 of the Bankruptcy Code.
CC. Provisions Regarding Certain Governmental Unit Liabilities.
118. Nothing in this Combined Order or the Plan discharges, releases, precludes,
or enjoins: (a) any liability to any Governmental Unit that is not a Claim; (b) any Claim of a
Governmental Unit arising on or after the Effective Date; (c) any police or regulatory liability to a
Governmental Unit on the part of any Person as the owner, permittee, or operator of property after
the Effective Date; or (d) any liability to a Governmental Unit on the part of any Person other than
the Debtors or Reorganized Debtors. Nor shall anything in this Combined Order or the Plan enjoin
or otherwise bar a Governmental Unit from asserting or enforcing, outside this Court, any liability
described in the preceding sentence. Nothing in this Combined Order or the Plan shall affect any
setoff or recoupment rights of any Governmental Unit. Nor shall anything in this Combined Order
or the Plan divest any tribunal of any jurisdiction to adjudicate any claim, liability, or defense
described in this paragraph 119 of this Combined Order. Without limiting the foregoing, for the
avoidance of doubt nothing in this Combined Order or the Plan shall be interpreted to require the
United States or any State to novate or otherwise consent to the transfer of any federal or state
contracts, leases, guaranties, indemnifications, grants, agreements, consent decrees, or interests to
any Entity other than the Debtors or Reorganized Debtors.
DD. Effect of Non-Occurrence of Conditions to the Effective Date.
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119. Notwithstanding the entry of this Combined Order, if the Effective Date
does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or
the Disclosure Statement shall: (a) constitute a waiver or release of any Claims, Interests, or Causes
of Action by any Entity; (b) prejudice in any manner the rights of the Debtors, any holders of a
Claim or Interest, or any other Entity; or (c) constitute an admission, acknowledgment, offer, or
undertaking by the Debtors, any holders, or any other Entity in any respect.
EE. Post-Confirmation Modification of the Plan.
120. Subject to obtaining the required consents in accordance with the provisions
of the Lock-Up Agreement, and the Plan, the Agreed Steps Plan and the Restructuring
Implementation Deed respectively, the Debtors are hereby authorized to amend or modify the Plan
at any time prior to the substantial consummation of the Plan, but only in accordance with section
1127 of the Bankruptcy Code and Article X.A of the Plan, without further order of this Court.
FF. Final Order.
121. This Combined Order is a Final Order and the period in which an appeal
must be Filed will commence upon entry of this Combined Order.
Dated: ___________________
Houston, Texas THE HONORABLE CHRISTOPHER M. LOPEZ
UNITED STATES BANKRUPTCY JUDGE
DAeucegmubste 0r 23,1 2, 0210294
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Exhibit A
Plan
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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
)
Intrum AB et al.,1 ) Case No. 24-90575 (CML)
)
)
(Jointly Administered)
Debtors. )
JOINT PREPACKAGED CHAPTER 11 PLAN OF
REORGANIZATION OF INTRUM AB AND ITS DEBTOR
AFFILIATE PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE
(FURTHER TECHNICAL MODIFICATIONS)
PORTER HEDGES LLP
John F. Higgins (TX 09597500)
M. Shane Johnson (TX 24083263)
1000 Main Street, 36th Floor
Houston, TX 77002
Telephone: (713) 226-6000
Facsimile: (713) 226-6248
Email: jhiggins@porterhedges.com
sjohnson@porterhedges.com
MILBANK LLP
Dennis F. Dunne (admitted pro hac vice)
Jaimie Fedell (admitted pro hac vice)
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
Email: ddunne@milbank.com
jfedell@milbank.com
Proposed Co-Counsel to the Debtors Proposed Co-Counsel to the Debtors
Dated: December 18, 2024
1 The Debtors in these chapter 11 cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ service
address in these chapter 11 cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.
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TABLE OF CONTENTS
Page
INTRODUCTION .......................................................................................................................... 1
ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION
OF TIME, GOVERNING LAW, AND OTHER REFERENCES .......................... 1
A. Defined Terms ........................................................................................................ 1
B. Rules of Interpretation; Computation of Time...................................................... 22
C. Governing Law ..................................................................................................... 23
D. Reference to Monetary Figures ............................................................................. 23
E. Reference to the Debtors or the Reorganized Debtors .......................................... 23
F. Consent and Consultation Rights .......................................................................... 23
G. Controlling Document .......................................................................................... 24
ARTICLE II ADMINISTRATIVE AND PRIORITY CLAIMS.................................................. 24
A. Administrative Claims .......................................................................................... 24
B. Professional Fee Claims ........................................................................................ 25
1. Professional Fee Claims ....................................................................................... 25
2. Professional Fee Escrow Account ....................................................................... 26
3. Professional Fee Escrow Amount ........................................................................ 26
4. Post-Confirmation Date Fees and Expenses ........................................................ 26
C. Priority Tax Claims ............................................................................................... 26
D. Restructuring Expenses ......................................................................................... 27
ARTICLE III CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND
INTERESTS ......................................................................................................... 27
A. Classification of Claims and Interests................................................................... 27
B. Treatment of Classes of Claims and Interests ....................................................... 28
1. Class 1 — Other Secured Claims ........................................................................ 28
2. Class 2 — Other Priority Claims ......................................................................... 29
3. Class 3 — RCF Claims ........................................................................................ 29
4. Class 4 — Senior Secured Term Loan Claims .................................................... 30
5. Class 5 — Notes Claims ...................................................................................... 30
6. Class 6 — General Unsecured Claims ................................................................. 31
7. Class 7 —Intercompany Claims .......................................................................... 31
8. Class 8 —Existing Equity Interests ..................................................................... 31
9. Class 9 —Intercompany Interests ........................................................................ 31
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C. Special Provision Governing Unimpaired Claims ................................................ 32
D. Elimination of Vacant Classes .............................................................................. 32
E. No Waiver ............................................................................................................. 32
F. Voting Classes; Presumed Acceptance by Non-Voting Classes........................... 32
G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the
Bankruptcy Code .................................................................................................. 33
H. Controversy Concerning Impairment ................................................................... 33
I. Subordinated Claims ............................................................................................. 33
ARTICLE IV PROVISIONS FOR IMPLEMENTATION OF THE PLAN ................................ 33
A. General Settlement of Claims and Interests .......................................................... 33
B. Restructuring Transactions ................................................................................... 34
C. Sources of Consideration for Plan Distributions .................................................. 34
1. Issuance of the New Money Notes ...................................................................... 34
2. Equity Issuance .................................................................................................... 36
3. SSRCF ................................................................................................................. 36
4. Amended Senior Secured Term Loan .................................................................. 37
5. Exchange Notes ................................................................................................... 38
D. Corporate Action ................................................................................................... 39
E. Corporate Existence .............................................................................................. 40
F. Vesting of Assets in the Reorganized Debtors ..................................................... 40
G. Cancellation of Prepetition Credit Agreements, Notes, Instruments,
Certificates, and Other Documents ....................................................................... 41
H. Effectuating Documents; Further Transactions .................................................... 41
I. Certain Securities Law Matters ............................................................................. 41
J. Section 1146(a) Exemption................................................................................... 42
K. Employee and Retiree Benefits ............................................................................. 43
L. Preservation of Causes of Action .......................................................................... 43
ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED
LEASES ................................................................................................................ 44
A. Assumption and Rejection of Executory Contracts and Unexpired Leases ......... 44
B. Indemnification Obligations ................................................................................. 46
C. Claims Based on Rejection of Executory Contracts or Unexpired Leases ........... 46
D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed ........ 46
E. Insurance Policies ................................................................................................. 47
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F. Modifications, Amendments, Supplements, Restatements, or Other
Agreements ........................................................................................................... 48
G. Reservation of Rights ............................................................................................ 48
H. Nonoccurrence of Effective Date .......................................................................... 48
I. Contracts and Leases Entered into after the Petition Date .................................... 49
ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS ................................................ 49
A. Distributions on Account of Claims and Interests Allowed as of the
Effective Date ....................................................................................................... 49
B. Rights and Powers of Distribution Agent ............................................................. 49
1. Powers of the Distribution Agent ........................................................................ 49
2. Expenses Incurred on or after the Confirmation Date ......................................... 49
C. Special Rules for Distributions to Holders of Disputed Claims and
Interests ................................................................................................................. 50
D. Delivery of Distributions ...................................................................................... 50
1. Compliance Matters ............................................................................................. 50
2. Foreign Currency Exchange Rate ........................................................................ 51
3. Undeliverable, and Unclaimed Distributions ....................................................... 51
4. Surrender of Cancelled Instruments or Securities ............................................... 52
E. Claims Paid or Payable by Third Parties .............................................................. 52
1. Claims Paid by Third Parties ............................................................................... 52
2. Claims Payable by Insurance Carriers ................................................................. 53
3. Applicability of Insurance Policies ...................................................................... 53
F. Setoffs ................................................................................................................... 53
G. Allocation between Principal and Accrued Interest .............................................. 53
H. Minimum Distributions ......................................................................................... 54
ARTICLE VII PROCEDURES FOR RESOLVING DISPUTED CLAIMS ............................... 54
A. Disputed Claims Generally ................................................................................... 54
B. Objections to Claims ............................................................................................. 54
C. Estimation of Claims............................................................................................. 55
D. Disallowance of Claims ........................................................................................ 55
E. No Distributions Pending Allowance ................................................................... 55
F. Distributions after Allowance ............................................................................... 55
G. Claim Resolution Procedures Cumulative ............................................................ 55
H. Single Satisfaction of Claims and Interests .......................................................... 56
ARTICLE VIII EFFECT OF CONFIRMATION OF THE PLAN .............................................. 56
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A. Discharge of Claims and Termination of Interests ............................................... 56
B. Release of Liens .................................................................................................... 56
C. Releases by the Debtors ........................................................................................ 57
D. Releases by Holders of Claims and Interests ........................................................ 58
E. Exculpation ........................................................................................................... 59
F. Injunction .............................................................................................................. 60
G. Reimbursement or Contribution ........................................................................... 61
ARTICLE IX CONDITIONS PRECEDENT TO THE EFFECTIVE DATE .............................. 61
A. Conditions Precedent to the Effective Date .......................................................... 61
B. Waiver of Conditions Precedent ........................................................................... 63
ARTICLE X MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN......... 64
A. Modification of Plan ............................................................................................. 64
B. Effect of Confirmation on Modifications ............................................................. 64
C. Withdrawal of Plan ............................................................................................... 64
ARTICLE XI RETENTION OF JURISDICTION ....................................................................... 65
ARTICLE XII MISCELLANEOUS PROVISIONS .................................................................... 67
A. Immediate Binding Effect ..................................................................................... 67
B. Additional Documents .......................................................................................... 67
C. Payment of Statutory Fees .................................................................................... 67
D. Reservation of Rights ............................................................................................ 68
E. Successors and Assigns......................................................................................... 68
F. Service of Documents ........................................................................................... 68
G. Term of Injunctions or Stays................................................................................. 69
H. Entire Agreement .................................................................................................. 69
I. Plan Supplement ................................................................................................... 69
J. Non-Severability ................................................................................................... 69
K. Votes Solicited in Good Faith ............................................................................... 70
L. Closing of Chapter 11 Cases ................................................................................. 70
M. Waiver or Estoppel ............................................................................................... 70
N. Creditor Default .................................................................................................... 70
O. 2002 Notice Parties ............................................................................................... 71
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INTRODUCTION
Intrum AB and its affiliated debtor as debtors-in-possession in the above-captioned chapter
11 cases (each, a “Debtor,” and collectively, the “Debtors”) propose this joint prepackaged plan
of reorganization (the “Plan”) for the resolution of the outstanding Claims against and Interests in
the Debtors pursuant to chapter 11 of the Bankruptcy Code. Capitalized terms used in the Plan and
not otherwise defined shall have the meanings set forth in Article I.A of the Plan. The Debtors
seek to consummate the Restructuring Transactions on the Effective Date. Each of the Debtors are
a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Plan does
not contemplate substantive consolidation of any of the Debtors. Reference is made to the
Disclosure Statement for a discussion of the Debtors’ history, business, properties and operations,
projections, risk factors, a summary and analysis of the Plan, the Restructuring Transactions, and
certain related matters. The Plan shall apply as a separate Plan for each of the Debtors, and the
classification of Claims and Interests set forth herein shall apply separately to each of the Debtors.
ALL HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READ
THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY,
PARTICULARLY HOLDERS OF CLAIMS AND INTERESTS ENTITLED TO VOTE TO
ACCEPT OR REJECT THE PLAN.
ARTICLE I
DEFINED TERMS, RULES OF INTERPRETATION,
COMPUTATION OF TIME, GOVERNING LAW, AND OTHER REFERENCES
A. Defined Terms
1. “2025 Eurobonds” means Notes issued under the 2025 Eurobonds Indenture.
2. “2025 Eurobonds Indenture” means the indenture dated August 5, 2020 between
the Company (as issuer) and the Eurobond Trustee (as amended, amended and restated or
supplemented from time to time).
3. “2025 MTN Issuance Agreement” means a notes program issuance agreement
between, among others, the Company and Swedbank AB as lead arranger, originally dated
February 10, 2012 (in each case, as amended, amended and restated, or supplemented from time
to time).
4. “2025 MTNs” means, collectively: (a) the 2025 Tranche 1 MTNs; (b) the 2025
Tranche 2 MTNs; and (c) the 2025 Tranche 3 MTNs.
5. “2025 PPN Indenture” means the indenture between, among others, the Company
(as issuer) and the PPN Trustee, dated December 13, 2019 (as amended, amended and restated or
supplemented from time to time).
6. “2025 Tranche 1 MTNs” means SEK 1,100 million senior floating rate medium
term notes due 2025, issued by the Company pursuant to terms and conditions dated 3 May 2023
with ISIN SE0013105533 and pursuant to the 2025 MTN Issuance Agreement.
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7. “2025 Tranche 2 MTNs” means SEK 400 million senior fixed rate medium-term
notes due 2025, issued by the Company pursuant to the terms and conditions dated 3 May 2023
with ISIN SE0013105525 and pursuant to the 2025 MTN Issuance Agreement.
8. “2025 Tranche 3 MTNs” means SEK 1,250 million senior floating rate medium
term notes due 2025, issued by the Company pursuant to notes terms and conditions dated 25 June
2018 with ISIN SE0013104080 and pursuant to the 2025 MTN Issuance Agreement.
9. “2026 Eurobonds” means Notes issued under the 2026 Eurobonds Indenture.
10. “2026 Eurobonds Indenture” means the indenture dated July 31, 2019 between the
Company (as issuer) and the Eurobond Trustee (as amended, amended and restated or
supplemented from time to time).
11. “2026 MTNs” means the SEK 1,000 million senior floating rate medium-term notes
due 2026, issued by the Company, with ISIN SE0013360435, in each case pursuant to a notes
program issuance agreement between, among others, the Company and Swedbank AB as lead
arranger, originally dated 10 February 2012 (in each case, as amended, amended and restated or
supplemented from time to time). “2027 Eurobonds” means Notes issued under the 2027
Eurobonds Indenture.
12. “2027 Eurobonds Indenture” means the indenture dated September 19, 2019
between the Company (as issuer) and the Eurobond Trustee (as amended, amended and restated
or supplemented from time to time).
13. “2028 Eurobonds” means Notes issued under the 2028 Eurobonds Indenture.
14. “2028 Eurobonds Indenture” means the indenture dated December 14, 2022
between the Company (as issuer) and the Eurobond Trustee (as amended, amended and restated
or supplemented from time to time).
15. “Abstaining Creditor” has the meaning ascribed to such term in the Lock-Up
Agreement.
16. “Additional Backstop Provider” means any person who accedes to the Backstop
Agreement and Lock-Up Agreement as a Backstop Provider on or after the date of the Backstop
Agreement.
17. “Additional Consenting Noteholders” means any person which has become a
Consenting Noteholder in accordance with the Lock-Up Agreement on or after the effective date
of the Lock-Up Agreement.
18. “Additional Participating Lender” means any person which has become a
Participating Lender in accordance with the Lock-Up Agreement on or after the effective date of
the Lock-Up Agreement.
19. “Administrative Claim” means a Claim for costs and expenses of administration of
the Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the
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Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after
the Petition Date until and including the Effective Date of preserving the Estates and operating the
Debtors’ businesses; (b) Allowed Professional Fee Claims; (c) the Backstop Fees; (d) all fees and
charges assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of the
United States Code; and (e) the Restructuring Expenses.
20. “Administrative Claims Bar Date” means the deadline for Filing requests for
payment of Administrative Claims, which: (a) with respect to Administrative Claims other than
Professional Fee Claims, shall be 30 days after the Effective Date; and (b) with respect to
Professional Fee Claims, shall be 45 days after the Effective Date.
21. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code. With
respect to any Entity that is not a Debtor, the term “Affiliate” shall apply to such Entity as if the
Entity were a Debtor.
22. “Agents” means, collectively, the RCF Facility Agent, the agent under the Senior
Secured Term Loan, and the Security Agent.
23. “Agents/Trustees” means, collectively, the Agents and the Notes Trustees.
24. “Agreed Steps Plan” means the implementation steps for the Restructuring
Transactions as agreed in accordance with the Lock-Up Agreement.
25. “Allowed” means, as to a Claim or an Interest allowed under the Plan, under the
Bankruptcy Code, or by a Final Order, as applicable. For the avoidance of doubt, other than with
respect to Administrative Claims not otherwise Allowed, (a) there is no requirement to File a Proof
of Claim to be an Allowed Claim under the Plan, and (b) the Debtors may affirmatively determine
to deem Unimpaired Claims Allowed to the same extent such Claims would be allowed under
applicable non-bankruptcy law.
26. “Amended and Restated Senior Secured Term Loan” means the credit facility
amending the Senior Secured Term Loan as provided under the Amended Senior Secured Term
Loan Credit Agreement.
27. “Amended and Restated Senior Secured Term Loan Credit Agreement” means the
definitive credit agreement governing the Amended Senior Secured Term Loan, which shall be
consistent in all material respects with the Amended Senior Secured Term Loan Term Sheet.
28. “Amended and Restated Senior Secured Term Loan Term Sheet” means the
Amended Piraeus Facility Term Sheet attached to the Plan Supplement as Exhibit Q.
29. “Ancillary Facility” has the meaning set forth in the Facility Agreement.
30. “Ancillary Facility Claim” means a Claim under any Ancillary Facility.
31. “Avoidance Actions” means any and all actual or potential avoidance, recovery,
subordination, or other claims, actions, or remedies that may be brought by or on behalf of the
Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or
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applicable non-bankruptcy law, including actions or remedies under sections 502, 510, 542, 544,
545, and 547 through and including 553 of the Bankruptcy Code, or other similar or related state,
federal, or foreign statutes, common law, or other applicable law.
32. “Backstop Agreement” means the agreement attached as Exhibit C to the Disclosure
Statement, dated on July 10, 2024, setting out the terms of the backstop commitments provided by
the Backstop Providers to backstop the entirety of the issuance of New Money Notes (as may be
further amended, restated, amended and restated, modified or supplemented from time to time in
accordance with the terms thereof).
33. “Backstop Fee” means the fee to be provided to the Backstop Providers in
accordance with the Backstop Agreement equal to 3.0% of the aggregate principal amount of New
Money Notes.
34. “Backstop Providers” means, collectively, (a) each person identified as such in a
signature page to the Lock-Up Agreement and Backstop Agreement, and (on and from the time of
their accession), and (b) each Additional Backstop Provider.
35. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–
1532, as amended.
36. “Bankruptcy Court” means the United States Bankruptcy Court for the Southern
District of Texas, Houston Division or such other court having jurisdiction over the Chapter 11
Cases.
37. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as
promulgated by the United States Supreme Court under section 2075 of title 28 of the United States
Code, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases and the general, local, and chambers
rules of the Bankruptcy Court.
38. “Business Day” means any day, other than a Saturday, Sunday, or a “legal holiday,”
as defined in Bankruptcy Rule 9006(a).
39. “Cash” means the legal tender of the United States of America or the equivalent
thereof, including bank deposits and checks.
40. “Cause of Action” means any action, claim, cause of action, controversy, demand,
right, action, Lien, indemnity, interest, guaranty, suit, obligation, liability, damage, judgment,
account, defense, offset, power, privilege, license, and franchise of any kind or character
whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured,
suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or
unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date,
in contract or in tort, in law or in equity, or pursuant to any other theory of law, whether arising
under any state or federal law or regulation of the United States of America or of any law or
regulation in any other jurisdiction. For the avoidance of doubt, “Cause of Action” includes: (a)
any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach
of duties imposed by law or in equity; (b) any claim based on or relating to, or in any manner
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arising from, in whole or in part, tort, breach of contract, breach of fiduciary duty, violation of
state or federal law or breach of any duty imposed by law or in equity, including securities laws,
negligence, and gross negligence; (c) the right to object to Claims or Interests; (d) any Claim
pursuant to section 362 or chapter 5 of the Bankruptcy Code; (e) any claim or defense, including
fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy
Code; (f) any state or foreign law fraudulent transfer or similar claim; and (g) any other Avoidance
Action.
41. “Certificate” means any instrument evidencing a Claim or Interest.
42. “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, any
case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court
and (b) when used with reference to all Debtors, any procedurally consolidated chapter 11 cases
pending for the Debtors in the Bankruptcy Court.
43. “Claim” means a claim, as defined in section 101(5) of the Bankruptcy Code.
44. “Claims and Noticing Agent” means Kroll Restructuring Administration LLC, in
its capacity as noticing, claims, and solicitation agent for the Debtors, pursuant to an order of the
Bankruptcy Court.
45. “Claims Register” means the official register of Claims and Interests in the Debtors
maintained by the Claims and Noticing Agent.
46. “Class” means a class of Claims or Interests, as set forth in Article III hereof
pursuant to section 1122(a) of the Bankruptcy Code.
47. “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic Case
Filing system.
48. “Combined Hearing” means the hearing(s) before the Bankruptcy Court, pursuant
to Bankruptcy Rule 3020(b)(2) and sections 1125, 1128 and 1129 of the Bankruptcy Code at which
the Debtors seek entry of the Combined Order.
49. “Combined Order” means the order of the Bankruptcy Court confirming this Plan
pursuant to section 1129 of the Bankruptcy Code, approving the Disclosure Statement pursuant to
section 1125 of the Bankruptcy Code, and approving the Backstop Agreement, including the
Backstop Fee.
50. “Company” means Intrum AB (publ), a public limited liability company registered
under the laws of Sweden with registration number 556607-7581.
51. “Confirmation” means entry of the Combined Order on the docket of the Chapter
11 Cases.
52. “Confirmation Date” means the date on which the Bankruptcy Court enters the
Combined Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules
5003 and 9021.
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53. “Consent Fee Eligible Consenting Eurobond Noteholder” means a Consenting
Noteholder holding Locked-Up Notes Debt comprising Eurobonds that is or becomes a party to
the Lock-Up Agreement as a Consenting Noteholder prior to the Consent Fee Deadline (as defined
in the Lock-Up Agreement) and remains a Consenting Creditor on, and has not materially breached
the Lock-Up Agreement prior to, the Effective Date.
54. “Consent Fee Eligible Participating Lender” means: (i) each Original Participating
Lender; and (ii) each Participating Lender (other than an Original Participating Lender) who
becomes an Additional Participating Lender on or before the Lock-Up Deadline (as defined in the
Lock-Up Agreement), and remains a Participating Lender on, and has not materially breached the
Lock-Up Agreement prior to, the Effective Date.
55. “Consenting Creditor” means, notwithstanding that any such Consenting Creditor
may be an Abstaining Creditor, a Consenting Noteholder or a Participating Lender, as the context
requires.
56. “Consenting Noteholders” means (i) the Original Consenting Noteholders; (ii) any
Holder of Notes Claims which has become an Additional Consenting Noteholder in accordance
with the Lock-Up Agreement, in each case in respect of its Locked-Up Notes Debt unless, in each
case, it has ceased to be a Consenting Noteholder in accordance with the Lock-Up Agreement.
57. “Consummation” means the occurrence of the Effective Date.
58. “Core Noteholder Group” means the Notes Ad Hoc Group and each other Original
Consenting Noteholder identified as a member of the Core Noteholder Group in its signature page
to the Lock-Up Agreement.
59. “Covered Entities” has the meaning ascribed to it in Article VIII.E.
60. “Covered Matters” has the meaning ascribed to in Article VIII.E.
61. “Cure” means the payment of a Claim (unless waived or modified by the applicable
counterparty) based upon a Debtor’s defaults under an Executory Contract or an Unexpired Lease
assumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is not
required to be cured pursuant to section 365(b)(2) of the Bankruptcy Code.
62. “Cure Amount” means as applicable, (i) the payment of Cash by the Debtor, or the
Distribution of other property (as the parties may agree or the Bankruptcy Court may order), as
necessary to (a) Cure a monetary default by the Debtor in accordance with the terms of an
Executory Contract or Unexpired Lease and (b) permit the Debtor to assume such Executory
Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code or (ii) the payment
of Cash by the Debtor in an amount required by section 1124(2) of the Bankruptcy Code to
Reinstate a Claim.
63. “Debtor” or “Debtors” has the meaning provided in the preamble of this Plan.
64. “Debtor Release” means the releases by the Debtors set forth in Article VIII.C
herein.
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65. “Definitive Documents” means the definitive documents and agreements governing
the Restructuring Transactions (including any related orders, agreements, instruments, schedules,
or exhibits) that are contemplated by and referenced in the Plan (as amended, modified, or
supplemented from time to time), including: (i) the Lock-Up Agreement (and all exhibits and other
documents and instruments related thereto); (ii) the Financing Order; (iii) the Plan and the Plan
Supplement (and all exhibits and other documents and instruments related thereto and included
therein); (iv) the Disclosure Statement and the Solicitation Materials; (v) the Combined Order; (vi)
the Scheduling Order; (vii) the First Day Pleadings and the First Day Orders; (viii) the Transaction
Documents; (ix) any other document or agreement necessary or advisable to be entered into,
adopted, or filed to implement the Restructuring Transactions; and (x) any motion, brief, or
pleading filed by the Debtors or by any Company Affiliate or its “foreign representative” (or
equivalent, as applicable) in these Chapter 11 Cases, the Swedish Company Reorganisation
Process, or any related proceeding, including any motion, brief, or pleading seeking approval or
confirmation of any of the foregoing Definitive Documents, which shall in each case, (a) be subject
to the consent rights as set forth in the Lock-Up Agreement and (b) be in an agreed form as set
forth in the Lock-Up Agreement.
66. “Disclosure Statement” means the Disclosure Statement relating to this Plan, dated
as of October 17, 2024, as may be amended, supplemented, or modified from time to time,
including all exhibits and schedules thereto and references therein that relate to the Plan, that is
prepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules, and any
other applicable law.
67. “Disputed” means a Claim or an Interest or any portion thereof: (a) that is not
Allowed; (b) that is not disallowed under the Plan, the Bankruptcy Code, or a Final Order, as
applicable; and (c) with respect to which a party in interest has Filed a Proof of Claim or otherwise
made a written request to a Debtor for payment, without any further notice to or action, order, or
approval of the Bankruptcy Court.
68. “Distribution” means a distribution made or facilitated by a Distribution Agent
pursuant to the Plan.
69. “Distribution Agent” means, as applicable, the Reorganized Debtors or any Entity
the Reorganized Debtors select to make or to facilitate Distributions in accordance with the Plan.
70. “Distribution Date” means, except as otherwise set forth herein, the date or dates
determined by the Debtors or the Reorganized Debtors, on or after the Effective Date, upon which
the Distribution Agent shall make Distributions to Holders of Allowed Claims entitled to receive
Distributions under the Plan.
71. “Early Bird Consent Fee Deadline” means 11:59 pm (London time) on September
2, 2024 or such later date as may be agreed to in writing pursuant to the terms of the Lock-Up
Agreement.
72. “Early Bird Eligible Consenting Eurobond Noteholder” means a Consenting
Noteholder holding Locked-Up Notes Debt comprising Eurobonds that is or becomes a party to
the Lock-Up Agreement as a Consenting Noteholder prior to the Early Bird Consent Fee Deadline
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and remains a Consenting Noteholder on, and has not materially breached the Lock-Up Agreement
prior to, the Effective Date.
73. “Early Bird Eurobond Consent Fee” means in respect of an Early Bird Eligible
Consenting Eurobond Noteholder, an early bird consent fee equal to a further 0.5% of the
aggregate principal amount of its Locked-Up Debt (as defined in the Lock-Up Agreement)
comprising Eurobonds as of the Early Bird Consent Fee Deadline and described in further detail
in the Lock-Up Agreement.
74. “Effective Date” means the date that is the first Business Day after the Confirmation
Date on which all conditions precedent to the occurrence of the Effective Date set forth in Article
IX.A of the Plan have been satisfied or waived in accordance with Article IX.B of the Plan.
75. "Effective Date Failed CP Notice" means a notice delivered after the Long-Stop
Time by the Majority Core Noteholder Group or the Majority Participating Lenders (in each case,
acting reasonably) stating in writing that a condition precedent to the occurrence of the Effective
Date set forth in Article IX.A of the Plan cannot be satisfied by September 30, 2025 in a manner
reasonably acceptable to the party delivering such notice and that they will not waive such
condition precedent.
76. “Enhanced Majority MTN Consent Fee” means, in respect of a Participating MTN
Holder, a consent fee in respect of each relevant MTN Issuance in which it holds Notes, equal to
0.25% of the aggregate principal amount of its Notes Claims in that MTN Issuance.
77. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.
78. “Estate” means the estate of any Debtor created under sections 301 and 541 of the
Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.
79. “Eurobond Consent Fee” means in respect of a Consent Fee Eligible Consenting
Eurobond Noteholder, a consent fee equal to 0.5% of the aggregate principal amount of its Locked-
Up Notes Debt comprising Eurobonds as of the Noteholder Record Date and described in further
detail in the Lock-Up Agreement.
80. “Eurobond Trustee” means Citibank, N.A., London Branch.
81. “Eurobonds” means (a) the 2025 Eurobonds; (b) 2026 Eurobonds; (c) the 2027
Eurobonds; (d) the 2028 Eurobonds; and (e) the PPNs.
82. “Exchange Notes” means the new secured notes to be issued by HoldCo (or such
other Entity as may be agreed between the Company, the Majority Participating Lenders and the
Majority Core Noteholder Group) under the Exchange Notes Indenture pursuant to the Plan
consistent with the terms as set forth in the Plan Supplement and the Lock-Up Agreement.
83. “Exchange Notes Indenture” means that certain indenture which shall govern the
Exchange Notes.
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84. “Exculpated Party” means, collectively, and in each case in its capacity as such
and, in each case, to the maximum extent permitted by law, the Debtors.
85. “Exculpation” means the exculpation provision set forth in Article VIII.E hereof.
86. “Executory Contract” means a contract or lease to which one or more of the Debtors
is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.
87. “Existing Equity Interests” means any issued, unissued, authorized, or outstanding
ordinary shares or shares of common stock, preferred stock, or other instrument evidencing an
ownership interest in Intrum AB, whether or not transferable, together with any warrants, equitybased
awards, or contractual rights to purchase or acquire such interests at any time and all rights
arising with respect thereto that existed immediately before the Effective Date.
88. “Facility Agreement” means the revolving facility agreement originally dated 6
December 2019 between, among others, the Company, Lock TopCo AS, a private limited liability
company (aksjeselskap) registered under the laws of Norway with registration number 913 852
508, the Security Agent and Swedbank AB (Publ) as facility agent (as amended, amended and
restated, modified or supplemented from time to time, including by an amendment and restatement
deed dated 7 December 2020, and including all exhibits and other documents and instruments
related thereto).
89. “Facility Agreement Amendments Documents” means the SSRCF Credit
Agreement and any and all documents (other than the Notes Amendments Documents, the New
Money Documents and the Restructuring Documents (as defined in the Lock-Up Agreement)
except with respect to the Intercreditor Agreement and New Security Documents, which shall, for
the avoidance of doubt, each be a Facility Agreement Amendments Document) required to effect
the amendment of the Facility Agreement in accordance with the Lock-Up Agreement.
90. “Facility Agreement Documents” means, collectively, the Facility Agreement and
all other agreements, documents, and instruments delivered or entered into in connection
therewith.
91. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with
the Bankruptcy Court or, with respect to the filing of a Proof of Claim, the Claims and Noticing
Agent or the Bankruptcy Court.
92. “Final Decree” means the decree contemplated under Bankruptcy Rule 3022.
93. “Final Order” means an order of the Bankruptcy Court or other court of competent
jurisdiction with respect to the relevant subject matter that has not been reversed, modified or
amended, that is not stayed, and as to which the time to appeal, seek certiorari, or move for new
trial, reargument, or rehearing has expired and no appeal, petition for certiorari, or proceeding for
a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been
taken or any petition for certiorari that has been or may be Filed has been withdrawn with
prejudice, resolved by the highest court to which the order could be appealed or from which
certiorari could be sought, or the new trial, reargument or rehearing shall have been denied,
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resulted in no modification of such order or has otherwise been dismissed with prejudice; provided,
that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any
analogous rule under the Bankruptcy Rules, may be filed with respect to such order will not
preclude such order from being a Final Order.
94. “Financing Order” means the Interim Order (I) Authorizing Postpetition Use of
Cash Collateral, (II) Granting Adequate Protection and (III) Scheduling a Final Hearing Pursuant
to Bankruptcy Rule 4001(b) or the Final Order (I) Authorizing Postpetition Use of Cash Collateral,
(II) Granting Adequate Protection and (III) Scheduling a Final Hearing Pursuant to Bankruptcy
Rule 4001(b).
95. “First Day Orders” means any interim or Final Order of the Bankruptcy Court
granting the relief requested in the First Day Pleadings (as may be amended, supplemented or
modified from time to time).
96. “First Day Pleadings” means all motions, applications, notices or other pleadings
that the Debtors File or propose to File in connection with the commencement of the Chapter 11
Cases and all orders sought thereby (any of the foregoing as amended, supplemented or modified
from time to time), including the proposed First Day Orders.
97. “General Unsecured Claim” means any Claim that is not a Secured Claim, other
than (a) Administrative Claims, (b) Priority Tax Claims, (c) Other Priority Claims, or (d) Notes
Claims.
98. “Governmental Unit” has the meaning set forth in section 101(27) of the
Bankruptcy Code.
99. “HoldCo” means Intrum Investments and Financing AB, a company registered
under the laws of Sweden with registration number 559481-4906.
100. “Holder” means any Entity that is the record or beneficial owner of any Claim or
Interest, including any nominees, investment managers, investment advisors, sub-advisors, or
managers of funds or discretionary accounts that hold, or trustees of trusts that hold, any Claim or
Interest.
101. “Holding Period Trust” means a trust to be established on customary terms for a
fixed period of twelve months following the Effective Date to hold certain Distributions in
accordance with the Lock-Up Agreement.
102. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims
or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.
103. “Indemnification Provisions” means each of the Debtors’ indemnification
provisions currently in place, whether in the Debtors’ bylaws, certificates of incorporation, other
formation documents, board resolutions, indemnification agreements, employment agreements,
engagement letters, or other contracts, for the current and former directors, officers, managers,
employees, attorneys, other professionals, and agents of the Debtors and such current and former
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directors’, officers’, managers’, employees’, attorneys’, other professionals’, and agents’
respective Affiliates.
104. “Insurance Policies” means all insurance policies issued or providing coverage at
any time to any of the Debtors or any of their predecessors and all agreements, documents, letters
of indemnity, or instruments relating thereto.
105. “Insurer” means any company or other entity that has issued or entered into an
Insurance Policy, any third-party administrator, and any respective predecessors or affiliates
thereof.
106. “Intercompany Claim” means any Claim against a Debtor held by another Debtor
or a member of the Intrum Group.
107. “Intercompany Interest” means an Interest in a Debtor held by another Debtor.
108. “Intercreditor Agreement” means the intercreditor agreement, originally dated June
26, 2017 between, amongst others, the Company and the Security Agent (as amended,
supplemented, or restated from time to time, including by amendment agreement dated January
15, 2020).
109. “Interest” means the common stock, preferred stock, limited liability company
interests, and any other equity, ownership, or profits interests of any Debtor, including, without
limitation, options, warrants, rights, or other securities or agreements to acquire the common stock,
preferred stock, limited liability company interests, or other equity, ownership, or profits interests
of any Debtor (whether or not arising under or in connection with any employment agreement).
110. “Intrum Group” means Intrum AB, its subsidiaries, and the other entities controlled
by Intrum AB or its subsidiaries.
111. “Law” means any federal, state, local, or foreign law (including common law),
statute, code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validly
adopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction
(including the Bankruptcy Court).
112. “Lender Record Date” has the meaning set forth in the Lock-Up Agreement.
113. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code.
114. “Lock-Up Agreement” means that certain Lock-Up Agreement, a redacted version
of which is attached as Exhibit B to the Disclosure Statement dated July 10, 2024, by and among
the Company and the Consenting Creditors and the other parties who signed the signature pages
thereto, including all exhibits and attachments thereto, as amended pursuant to an amendment and
restatement agreement dated August 15, 2024, as may be further amended, restated, amended and
restated, modified, or supplemented from time to time in accordance with the terms thereof.
115. “Locked-Up Facility Agreements Debt” means, in relation to:
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(a) an Original Participating Lender, the amount of RCF Claims held by that Participating
Lender from time to time, including: (i) the amount of RCF Claims stated in the most
recent Confidential Annexure (as defined in the Lock-Up Agreement) delivered by that
Original Participating Lender to the Information Agent (as defined in the Lock-Up
Agreement) in accordance with the Lock-Up Agreement or, if the Original
Participating Lender has not delivered a Confidential Annexure (as defined in the Lock-
Up Agreement) to the Information Agent (as defined in the Lock-Up Agreement), the
amount of RCF Claims stated in Schedule 1 (Original Participating Lenders) of the
LUA Amendment and Restatement Agreement to the Lock-Up Agreement, plus (ii)
any accrued and unpaid interest (including any default interest) thereon, plus (iii) the
principal amounts of any other RCF Claims plus any accrued and unpaid interest
(including any default interest) transferred to it after the Second Effective Date (as
defined in the Lock-Up Agreement), plus (iv) all additional RCF Claims that become
locked-up pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not already
reflected in Schedule 1 of the LUA Amendment and Restatement Agreement or such
Original Participating Lender’s most recent Confidential Annexure (if any); and
(b) a Participating Lender other than an Original Participating Lender, the amount of RCF
Claims held by that Participating Lender from time to time, including: (i) the amount
of RCF Claims stated in the most recent Confidential Annexure (as defined in the Lock-
Up Agreement) delivered by that Participating Lender to the Information Agent (as
defined in the Lock-Up Agreement) in accordance with the Lock-Up Agreement, plus
(ii) any accrued and unpaid interest (including any default interest) thereon, plus (iii)
the principal amounts of any other RCF Claims plus any accrued and unpaid interest
(including any default interest) transferred to it after the date on which it acceded to the
Lock-Up Agreement, plus (iv) all additional RCF Claims that becomes locked-up
pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not already reflected
in such Participating Lender's most recent Confidential Annexure (as defined in the
Lock-Up Agreement)).
116. “Locked-Up Notes Debt” means in relation to each Consenting Noteholder, the
amount of Notes Claims held by that Consenting Noteholder from time to time, including: (a) the
amount of Notes Claims stated in its signature pages to the Lock-Up Agreement plus any accrued
and unpaid interest (including any default interest) thereon and the principal amounts of any other
Notes Claims transferred to it after the First Effective Date (as defined in the Lock-Up Agreement),
in each case excluding any Notes Claims held by it as a broker-dealer in its capacity as a Qualified
Market-maker (as defined in the Lock-Up Agreement); and (b) all additional Notes Claims that
have become locked-up pursuant to Clause 6.2 of the Lock-Up Agreement (to the extent not
already reflected in such Holder’s signature pages to the Lock-Up Agreement), in each case to the
extent not reduced or transferred by such Consenting Noteholder under and in accordance with the
Lock-Up Agreement.
117. “Long-Stop Time” means (a) 11:59 p.m. (London time) on March 31, 2025, or (b)
(i) if a Compromise Process (as defined in the Lock-Up Agreement) has been Launched (as defined
in the Lock-Up Agreement) and remains ongoing as at March 31, 2025, 11:59 p.m. (London time)
on May 31, 2025 or (ii) otherwise, such later date and time as may be extended in writing (whether
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pursuant to a single extension or multiple extensions) with the agreement of each of the Company
and the Majority Consenting Creditors; provided that such date shall not be extended beyond May
31, 2025 without the prior written consent of all Consenting Creditors.
118. “LUA Amendment and Restatement Agreement” means the amendment and
restatement agreement to the Lock-Up Agreement dated 15 August 2024 between the Company,
the Information Agent (as defined therein), and certain other parties thereto.
119. “LUA Compliance Certificate” means a certificate signed by an officer of the
Company and dated not more than 10 days before the Effective Date confirming that the Company
has continued to comply with each of the restrictions and covenants set out in the Lock-Up
Agreement (as they apply to the Company and to the Company’s obligations to procure
compliance by each other member of the Group (as defined in the Lock-Up Agreement) with any
such restrictions and covenants) in all material respects since the termination of the Lock-Up
Agreement or where the Company failed to comply with any such restriction or covenant (or such
obligation to procure) set out in the Lock-Up Agreement in any material respect and where failure
to comply was capable of remedy, such failure to comply was remedied within five (5) Business
Days of the date on which the Company became aware of the failure to comply or the Majority
Core Noteholder Group or the Majority Participating Lenders delivered a notice to the Company
alleging failure to comply, as if the Lock-Up Agreement were still in full force and effect.
120. “Majority Consenting Creditors” means: (a) the Majority Consenting Noteholders
and (b) the Majority Participating Lenders.
121. “Majority Consenting Noteholders” means Consenting Noteholders whose
Locked-Up Notes Debt represents at least 50% by value of the aggregate Locked-Up Notes Debt
held by all Consenting Noteholders at the relevant time.
122. “Majority Core Noteholder Group” means one or more members of the Core
Noteholder Group whose principal amount outstanding of Locked-Up Notes Debt represents more
than 50% by value of the aggregate Locked-Up Notes Debt of all members of the Core Noteholder
Group at the relevant time.
123. “Majority Participating Lenders” means the Participating Lenders whose Locked-
Up Facility Agreements Debt represents at least 66⅔% by value of the aggregate Locked-Up
Facility Agreement Debt of all Participating Lenders, at the relevant time.
124. “MTN Agent” means Nordic Trustee & Agency AB (publ).
125. “MTN Terms and Conditions” means the terms and conditions governing each
MTN Issuance including, for the avoidance of doubt, any final terms.
126. “MTNs” means, collectively: (a) the 2025 MTNs and (b) the 2026 MTNs and each
of the notes referred to in the foregoing clauses (a) and (b) above shall be referred to individually
as an “MTN Issuance”.
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127. “New Money Documents” means any and all documents (other than the Facility
Agreement Amendments Documents, the Notes Amendments Documents, and the Restructuring
Documents) required to effect the issuance of the New Money Notes in accordance with, and in
terms consistent with, the Lock-Up Agreement, the Agreed Steps Plan, and the Restructuring
Implementation Deed, which the Debtors and the Consenting Creditors anticipate will include,
without limitation: (a) the New Money Notes Indenture; (b) the New Money Notes Purchase
Agreement; and (c) the escrow agreement relating to the New Money Notes.
128. “New Money Notes” means the notes to be issued under and governed by the New
Money Notes Indenture.
129. “New Money Notes Indenture” means the indenture to be entered into relating to
the New Money Notes between, among others, the issuer of the New Money Notes, the guarantors
party thereto, the trustee and the security agent thereto.
130. “New Money Notes Purchase Agreement” means the note purchase agreement to
be entered into between, among others, the issuer of the New Money Notes, the guarantors party
thereto and each purchaser of New Money Notes party thereto.
131. “New Security Documents” means each document governing security to be granted
in accordance with the SSRCF Credit Agreement, New Money Notes Indenture, the Exchange
Notes Indenture, the Amended and Restated Senior Secured Term Loan Credit Agreement, the
Restructuring Implementation Deed, and the Agreed Steps Plan.
132. “Nominee” means, with respect to each Consenting Creditor and, for the purposes
of the Backstop Agreement, each Backstop Provider, its (i) Affiliates, Related Funds (as defined
in the Lock-Up Agreement), branches, or controlled co-investment vehicles or (ii) any other related
person approved by the Company (acting reasonably and in good faith) to receive any of its
entitlements or rights and obligations pursuant to the Restructuring Transactions to the fullest
extent permitted by applicable law; provided that each such Consenting Creditor (or Backstop
Provider, as the case may be) still remains and shall remain liable and responsible for the
performance of all obligations assumed by any such person on its behalf and non-performance by
any such person of any obligations of a Consenting Creditor shall not relieve such Consenting
Creditor from its obligations under the Lock-Up Agreement.
133. “Noteholder Ordinary Shares” means new equity to be issued by the Company,
being, as of the Effective Date, 10% of the ordinary shares in the capital of the Company on a fully
diluted basis, on the terms set out more fully in the Lock-Up Agreement, the. Restructuring
Implementation Deed, and the Agreed Steps Plan.
134. “Noteholder Record Date” means such date and time as shall be agreed between
the Company and the Majority Core Noteholder Group (each using their reasonable endeavors to
ensure the date and time is agreed not less than ten (10) Business Days prior to such date and time).
135. “Notes” means: (a) the Eurobonds and (b) the MTNs, in each case which remain
outstanding as of the Petition Date.
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136. “Notes Ad Hoc Group” has the meaning set forth in the Lock-Up Agreement.
137. “Notes Ad Hoc Group Advisors” means the Notes Ad Hoc Group Counsel and the
Notes Ad Hoc Group Financial Advisors.
138. “Notes Ad Hoc Group Counsel” means Latham & Watkins LLP and Latham &
Watkins (London) LLP, and Advokatfirmaet Schjødt AS, filial or any of their respective affiliates,
local bankruptcy counsel to the Notes Ad Hoc Group, other local counsel or conflicts counsel
retained by the Notes Ad Hoc Group, or any of their respective affiliates, or partnerships, as legal
counsel to the Notes Ad Hoc Group.
139. “Notes Ad Hoc Group Financial Advisors” means PJT Partners (UK) Limited or
any successor financial advisor to the Notes Ad Hoc Group.
140. “Notes Amendments Documents” means any and all documents, agreements and
instruments (other than the Facility Agreement Amendments Documents and the New Money
Documents), including the Exchange Notes Indenture, required to propose, implement and
consummate the exchange of the Notes in accordance with the Lock-Up Agreement, the Agreed
Steps Plan, and the Restructuring Implementation Deed.
141. “Notes Claims” means Claims on account of the Notes.2
142. “Notes Trustees” means the Eurobond Trustee, the PPN Trustee and the MTN
Agent (if any).
143. “Original Consenting Noteholders” means each Noteholder (as defined in the
Lock-Up Agreement) identified in the signature pages to the Lock-Up Agreement.
144. “Original Participating Lender” has the meaning ascribed to such term in the Lock-
Up Agreement.
145. “Other Priority Claim” means any Claim other than an Administrative Claim or a
Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy
Code.
146. “Other Secured Claim” means any Secured Claim against the Debtors other than
the RCF Claims and the Senior Secured Term Loan Claims.
147. “Participating Eurobond Holder” means a Holder of Participating Eurobonds.
148. “Participating Eurobonds” means the outstanding Eurobonds.
149. “Participating Lender” means the Original Participating Lenders and the
Additional Participating Lenders.
2 For the avoidance of doubt, no Restructuring Expenses shall be deemed Notes Claims.
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150. “Participating MTN Holder” means a Holder of Participating MTNs.
151. “Participating MTNs” means the outstanding 2025 MTNs and 2026 MTNs.
152. “Participating Notes Claim” means Claims held by Participating Eurobond Holders
and Participating MTN Holders.
153. “Person” has the meaning set forth in section 101(41) of the Bankruptcy Code.
154. “Petition Date” means the date on which the Debtors commence the Chapter 11
Cases.
155. “Plan” means this chapter 11 plan, as altered, amended, modified, or supplemented
from time to time in accordance with the terms hereof, including the Plan Supplement and all
exhibits, supplements, appendices, and schedules.
156. “Plan Supplement” means any supplemental appendix to the Plan, containing
certain documents and forms of documents, schedules, and exhibits relevant to the implementation
of the Plan, as may be amended, modified or supplemented from time to time in accordance with
the terms of the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed, the
Bankruptcy Code, and the Bankruptcy Rules. The Plan Supplement shall be Filed with the
Bankruptcy Court at least seven (7) days prior to the deadline to object to Confirmation.
157. “PPN Trustee” means Citibank, N.A., London Branch.
158. “PPNs” means the Notes issued pursuant to the 2025 PPN Indenture.
159. “Prepetition Finance Documents” means the 2025 PPN Indenture, the Facility
Agreement, the 2025 Eurobond Indenture, the 2026 Eurobond Indenture, the 2027 Eurobond
Indenture, the 2028 Eurobond Indenture, and the MTN Terms and Conditions.
160. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind
specified in section 507(a)(8) of the Bankruptcy Code.
161. “pro rata” means, unless otherwise specified, the proportion that an Allowed Claim
or an Allowed Interest in a particular Class bears to the aggregate amount of Allowed Claims or
Allowed Interests in that Class.
162. “Professional” means an Entity: (a) employed in the Chapter 11 Cases pursuant to
a Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to be
compensated for services rendered prior to or on the Effective Date pursuant to sections 327, 328,
329, 330, and 331 of the Bankruptcy Code; or (b) for which compensation and reimbursement has
been Allowed by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.
163. “Professional Fee Amount” means the aggregate amount of Professional Fee
Claims and other unpaid fees and expenses the Professionals estimate they have incurred or will
incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates
Professionals shall deliver to the Debtors as set forth in Article II.B of the Plan.
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164. “Professional Fee Claim” means any Administrative Claim for the compensation
of Professionals and the reimbursement of expenses incurred by such Professionals through and
including the Confirmation Date to the extent such fees and expenses have not been paid pursuant
to an order of the Bankruptcy Court. To the extent the Bankruptcy Court denies or reduces by a
Final Order any amount of a Professional’s requested fees and expenses, then the amount by which
such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim.
165. “Professional Fee Escrow Account” means an account funded by the Debtors with
Cash on the Effective Date in an amount equal to the Professional Fee Amount.
166. “Proof of Claim” means a proof of Claim against any of the Debtors Filed in the
Chapter 11 Cases.
167. “RCF Claims” mean any Claim against any Debtor derived from, based upon, or
arising under the Facility Agreement or the Facility Agreement Documents including, for the
avoidance of doubt, all Ancillary Facility Claims.3
168. “RCF Closing Fee” means, in respect of a Consent Fee Eligible Participating
Lender, a consent fee equal to 0.50% of its RCF commitments as of the Lender Record Date in
accordance with the Lock-Up Agreement and occurrence of the Effective Date.
169. “RCF Facility Agent” means the “Facility Agent” from time to time under, and as
defined in, the Facility Agreement.
170. “RCF Facility Agent Counsel” means the legal counsel engaged by the RCF
Facility Agent including, but not limited to, in connection with the negotiation and implementation
of the Restructuring (as defined in the Lock-Up Agreement) and the implementation of the Plan,
including, but not limited to, any local counsel or conflicts counsel retained by the RCF Facility
Agent in each applicable jurisdiction.
171. “RCF Forbearance Fee” means, in respect of a Consent Fee Eligible Participating
Lender, a consent fee equal to 0.50% of its RCF commitments as of the Implementation Milestone
1 Date (under, and as defined in, the Lock-Up Agreement) payable in accordance with the Lock-
Up Agreement.
172. “RCF Lock-Up Fee” means, in respect of a Consent Fee Eligible Participating
Lender, a consent fee equal to 0.50% of its RCF commitments as of the Lender Record Date
payable in accordance with the Lock-Up Agreement and subject to the occurrence of the Effective
Date.
173. “RCF SteerCo Group” has the meaning set forth in the Lock-Up Agreement.
174. “Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims and
Interests, that the Claim or Interest shall be rendered Unimpaired in accordance with section 1124
of the Bankruptcy Code.
3 For the avoidance of doubt, no Restructuring Expenses shall be deemed RCF Claims.
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175. “Rejected Executory Contract and Unexpired Lease List” means the list, as
determined by the Debtors or the Reorganized Debtors, as applicable, of Executory Contracts and
Unexpired Leases that will be rejected by the Reorganized Debtors pursuant to the Plan, which list
shall be included in the Plan Supplement.
176. “Related Party” means, each of, and in each case in its capacity as such, current
and former directors, managers, officers, control persons, investment committee members,
members of any governing body, equity holders (regardless of whether such interests are held
directly or indirectly), interest holders, affiliated investment funds or investment vehicles,
managed accounts, or funds (including any beneficial holder for the account of whom such funds
are managed), predecessors, participants, successors, assigns, subsidiaries, partners, limited
partners, general partners, principals, members, employees, agents, advisory board members,
financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and
other professionals and advisors (including any attorneys or professionals retained by any current
or former director or manager of a Debtor in his or her capacity as director or manager as a Debtor),
each in their capacity as such.
177. “Released Party” means, collectively, and in each case in its capacity as such: (a)
each Debtor; (b) each Reorganized Debtor; (c) each Consenting Creditor; (d) each member of the
Core Noteholder Group; (e) each member of the RCF SteerCo Group; (f) the Notes Ad Hoc group
and its members; (g) each Agent; (h) each Notes Trustee; (i) Holders of Claims other than General
Unsecured Claims; (j) each current and former wholly-owned Affiliate (other than Holders of
Interests in the Debtors or the Reorganized Debtors, solely in their capacity as such) of each Entity
in clause (a) through the following clause (k); and (k) each Related Party (other than Holders of
Interests in the Debtors or the Reorganized Debtors, solely in their capacity as such) of each Entity
in clauses (a) through this clause (i); provided that, in each case, an Entity shall not be a Released
Party if it (x) timely elects to opt out of the releases contained in Article VIII hereof in accordance
with the Solicitation Materials provided to such party and the Scheduling Order; or (y) timely
objects to the releases contained in Article VIII hereof and such objection is not resolved before
Confirmation; provided, further, that for the avoidance of doubt, any opt-out election made by a
Consenting Creditor shall be void ab initio.
178. “Releasing Parties” means, collectively, and in each case in its capacity as such:
(a) each Debtor; (b) each Reorganized Debtor; (c) each Consenting Creditor; (d) each member of
the Core Noteholder Group; (e) each member of the RCF SteerCo Group; (f) the Notes Ad Hoc
Group and each of its members; (g) each Agent; (h) each Notes Trustee; (i) Holders of Claims
other than General Unsecured Claims; (j) each current and former wholly-owned Affiliate (other
than Holders of Interests in the Debtors or the Reorganized Debtors, solely in their capacity as
such) of each Entity in clause (a) through the following clause (k); and (k) each Related Party
(other than Holders of Interests in the Debtors or the Reorganized Debtors, solely in their capacity
as such) of each Entity in clauses (a) through this clause (i); provided that, in each case, an Entity
shall not be a Releasing Party if it (x) timely elects to opt out of the releases contained in Article
VIII hereof in accordance with the Solicitation Materials provided to such party and the Scheduling
Order; or (y) timely objects to the releases contained in Article VIII hereof and such objection is
not resolved before Confirmation.
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179. “Reorganized Debtor” means a Debtor, or any successor or assign thereto, by
merger, amalgamation, consolidation, or otherwise, on and after the Effective Date.
180. “Restructuring Expenses” means all reasonably incurred, documented and invoiced
and outstanding fees, costs and expenses of the Security Agent Counsel, the Notes Ad Hoc Group
Advisors, the RCF Facility Agent Counsel, the Senior Secured Term Loan Lender Counsel, and
the SteerCo Advisors accrued since the inception of their respective engagements (whether
invoiced to the Company directly or, in the case of the SteerCo Advisors, via a member of the RCF
SteerCo Group and in the case of the RCF Facility Agent Counsel and the Security Agent Counsel,
via the RCF Facility Agent or the Security Agent (respectively)).
181. “Restructuring Implementation Deed” means the implementation deed setting out
the steps to implement the Plan as agreed to by the Majority Core Noteholder Group and the
Majority Participating Lenders in accordance with the Lock-Up Agreement.
182. “Restructuring Transactions” means the mergers, amalgamations, consolidations,
arrangements, continuances, restructurings, transfers, conversions, dispositions, liquidations,
formations, dissolutions or other corporate transactions described in, approved by, contemplated
by, or undertaken to implement the Plan, including those transactions described in Article IV.B.
183. “Rights Offering” means the rights offering of the New Money Notes on the terms
and conditions set forth in the Lock-Up Agreement and the Rights Offering Documents. The
Rights Offering will be backstopped by the Backstop Providers on the terms set forth in the
Backstop Agreement.
184. “Rights Offering Documents” means collectively the Backstop Agreement and any
and all other agreements, documents, and instruments delivered or entered into in connection with
the Rights Offering, including the Rights Offering Procedures.
185. “Rights Offering Procedures” means those certain rights offering procedures with
respect to the Rights Offering, which rights offering procedures shall be set forth in the Rights
Offering Documents.
186. “Schedule of Retained Causes of Action” means the schedule of Causes of Action
of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may
be amended, modified, or supplemented from time to time, which shall be included in the Plan
Supplement.
187. “Scheduling Order” means the order of the Bankruptcy Court setting the Combined
Hearing and approving the solicitation procedures with respect to the Solicitation Materials.
188. “Secured Claim” means a Claim: (a) secured by a Lien on property in which any of
the Debtors has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable
Law or by reason of a Bankruptcy Court order, or that is subject to a valid right of setoff pursuant
to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the
Debtors’ interest in such property or to the extent of the amount subject to setoff, as applicable, as
determined pursuant to section 506(a) of the Bankruptcy Code; or (b) otherwise Allowed pursuant
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to the Plan, or separate order of the Bankruptcy Court, as a secured claim. For the avoidance of
doubt, the RCF Claims and Senior Secured Term Loan Claims shall be Secured Claims.
189. “Securities Act” means the U.S. Securities Act of 1933, as amended.
190. “Security” has the meaning set forth in section 2(a)(1) of the Securities Act.
191. “Security Agent” means the “Security Agent” from time to time under, and as
defined in, the Intercreditor Agreement.
192. “Security Agent Counsel” means the legal counsel engaged by the Security Agent
including, but not limited to, in connection with the negotiation and implementation of the
Restructuring (as defined in the Lock-Up Agreement) and the implementation of the Plan including
but not limited to, any local counsel or conflicts counsel retained by the Security Agent in each
applicable jurisdiction.
193. “Senior Secured Term Loan” means the €100 million term loan facility made
available to the Company by Piraeus Bank S.A., Frankfurt Branch, pursuant to a term facility
agreement dated 10 November 2023.
194. “Senior Secured Term Loan Consent Letter” means the consent request letter
relating to the Senior Term Loan Agreement dated December 9, 2024, between the Company and
the Senior Secured Term Loan Lender.
195. “Senior Secured Term Loan Facility Agent” means Piraeus Bank S.A.
196. “Senior Secured Term Loan Claims” means claims related to the Senior Secured
Term Loan.
197. “Senior Secured Term Loan Lender” means a “Lender” under, and as defined in,
the Senior Secured Term Loan.
198. “Senior Secured Term Loan Lender Counsel” means Allen Overy Shearman
Sterling LLP (and its affiliates and associated firms), Advokatfirman RE:FI STHLM AB, in each
case acting in their capacity as legal counsel to the Senior Secured Term Loan Facility Agent.
199. “Simple Majority MTN Consent Fee” means, in respect of a Participating MTN
Holder in respect of each relevant MTN Issuance in which it holds Notes, a fee equal to 0.75% of
the aggregate principal amount of its Notes in that MTN Issuance.
200. “Solicitation Materials” means any materials used in connection with solicitation
of votes on the Plan, including the Disclosure Statement, and any procedures established by the
Bankruptcy Court with respect to solicitation of votes on the Plan and opting of the Third-Party
Release.
201. “SSRCF” means the credit facility provided for under the SSRCF Credit
Agreement.
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202. “SSRCF Credit Agreement” means the definitive credit agreement governing the
SSRCF, to be agreed in accordance with the Lock-Up Agreement and executed on or around the
Effective Date.
203. “SteerCo Advisors” means the SteerCo Counsel and the SteerCo Financial
Advisors.
204. “SteerCo Counsel” means Clifford Chance LLP (and its affiliated and associated
firms) and Roschier Advokatbyrå AB and any other local counsel or conflicts counsel retained by
the RCF SteerCo Group, in each case acting in their capacity as advisor to the RCF SteerCo Group.
205. “SteerCo Financial Advisors” means N.M. Rothschild & Sons Limited and Alvarez
& Marsal Nordics AB.
206. “Subscription Rights” means the rights provided to eligible record Holders of Notes
Claims consistent with the Lock-Up Agreement and the Rights Offering Documents to participate
in the Rights Offering.
207. “Swedish Company Reorganisation Process” means a Swedish company
reorganisation process (Sw. företagsrekonstruktion) of the Company under the Swedish Company
Reorganisation Act (Sw. lag (2022:964) om företagsrekonstruktion).
208. “Swedish Court” means the District Court of Stockholm (Sw. Stockholms tingsrätt)
(or any relevant court of appeal), contemplated to confirm the Swedish Reorganisation Plan.
209. “Swedish RP Certificate” means a certificate signed by an officer of the Company
and issued not earlier than May 15, 2025 confirming that: (1) the Company has (a) filed a request
for plan negotiations (including the Swedish Reorganisation Plan) in the Swedish Company
Reorganisation Process; (b) voting on the Swedish Reorganisation Plan has occurred; (c) creditors
have approved by no later than May 30, 2025 the Swedish Reorganisation Plan in the requisite
majorities required for the confirmation of the Swedish Reorganisation Process; and (d) there are
no events or circumstances (including but not limited to actual or potential appeals) existing which
would or could reasonably prevent the Swedish Reorganisation Plan from being approved by the
court by September 30, 2025, (2) the Plan has been confirmed pursuant to section 1129 of the
Bankruptcy Code (3) the Long-Stop Time is expected to occur prior to the Restructuring Effective
Date (as defined in the Lock-Up Agreement) due to delays as a result of (directly or indirectly) the
Swedish Reorganisation Process; (4) no event or circumstance has occurred which would or could
reasonably be expected to prevent the Restructuring (as defined in the Lock-Up Agreement) from
being implemented by September 30, 2025; and (5) a Material Adverse Event (as defined in the
Lock-Up Agreement) has not occurred, and the Company does not reasonably believe any such
Material Adverse Effect will occur before September 30, 2025.
210. “Swedish Reorganisation Plan” means the reorganisation plan to be filed with the
Swedish Court, to be approved by affected parties (or a sufficient majority of classes), and
ultimately confirmed by the Swedish Court as part of the Swedish Company Reorganisation
Process.
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211. “Swedish Reorganisation Plan Confirmation” means the decision by the Swedish
Court confirming the Swedish Reorganisation Plan, which confirmation shall be final and binding
(Sw. lagakraftvunnen).
212. “Third-Party Release” means the releases by Holders of Claims and Interests set
forth in Article VIII.D herein.
213. “Transaction Documents” means: (i) the Intercreditor Agreement, as amended,
restated, or replaced; (ii) the Facility Agreement Amendments Documents; (iii) the Notes
Amendments Documents; (iv) the New Money Documents; (v) the Exchange Notes Indenture;
(vi) the Amended Senior Secured Term Loan Credit Agreement; (vii) the Agreed Steps Plan; (viii)
the Restructuring Implementation Deed; (ix) the Rights Offering Documents; and (x) all
documents required to effectuate the Noteholder Ordinary Share issuance.
214. “Unexpired Lease” means a lease of nonresidential real property to which one or
more of the Debtors is a party that is subject to assumption or rejection under section 365 of the
Bankruptcy Code.
215. “Unimpaired” means a Class of Claims or Interests that is unimpaired within the
meaning of section 1124 of the Bankruptcy Code.
216. “U.S. Trustee” means the Office of the United States Trustee for the Southern
District of Texas.
B. Rules of Interpretation; Computation of Time
For purposes of the Plan: (a) in the appropriate context, each term, whether stated in the
singular or the plural, shall include both the singular and the plural, and pronouns stated in the
masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;
(b) unless otherwise specified, any reference herein to a contract, lease, instrument, release,
indenture, or other agreement or document being in a particular form or on particular terms and
conditions means that such document shall be substantially in such form or substantially on such
terms and conditions; (c) unless otherwise specified, any reference herein to an existing document,
schedule, or exhibit, shall mean such document, schedule, or exhibit, as it may have been or may
be amended, modified, or supplemented; (d) unless otherwise specified, where a document or
agreement referred to in this Plan is terminated on or before the Effective Date, a reference to such
document or agreement shall be a reference to the document or agreement as it stood immediately
prior to its termination; (e) unless otherwise specified, all references herein to “Articles” and
“Sections” are references to Articles and Sections, respectively, hereof or hereto; (f) the words
“herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to any particular portion
of the Plan; (g) captions and headings to Articles and Sections are inserted for convenience of
reference only and are not intended to be a part of or to affect the interpretation of the Plan; (h)
unless otherwise specified herein, the rules of construction set forth in section 102 of the
Bankruptcy Code shall apply; (i) any term used in capitalized form herein that is not otherwise
defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning
assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (j) references
to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket
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numbers under the Bankruptcy Court’s CM/ECF system; (k) all references to statutes, regulations,
orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to
the Chapter 11 Cases, unless otherwise stated; and (l) any immaterial effectuating provisions may
be interpreted by the Debtors or the Reorganized Debtors in such a manner that is consistent with
the overall purpose and intent of the Plan all without further notice to or action, order, or approval
of the Bankruptcy Court or any other Entity; provided, however, that no effectuating provision
shall be immaterial or deemed immaterial if it has any substantive legal or economic effect on any
party.
Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a)
shall apply in computing any period of time prescribed or allowed herein. If the date on which a
transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then
such transaction shall instead occur on the next succeeding Business Day.
C. Governing Law
Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy
Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New
York, without giving effect to the principles of conflict of laws, shall govern the rights, obligations,
construction, and implementation of the Plan, any agreements, documents, instruments, or
contracts executed or entered into in connection with the Plan (except as with respect to the
documents entered into to effect the Swedish Company Reorganisation Process, in which case
Swedish law shall control, or as otherwise set forth in those agreements, in which case the
governing law of such agreement shall control); provided, however, that corporate governance
matters relating to the Debtors or the Reorganized Debtors, as applicable, shall be governed by the
laws of the jurisdiction of incorporation or formation of the relevant Debtor or Reorganized
Debtor, as applicable.
D. Reference to Monetary Figures
All references in the Plan to monetary figures refer to currency of the United States of
America, unless otherwise expressly provided.
E. Reference to the Debtors or the Reorganized Debtors
Except as otherwise specifically provided in the Plan to the contrary, references in the Plan
to the Debtors or to the Reorganized Debtors mean the Debtors and the Reorganized Debtors to
the extent the context requires.
F. Consent and Consultation Rights
Notwithstanding anything in this Plan, the Disclosure Statement, or the Combined Order
to the contrary, any and all consent, consultation, and approval rights of the parties to the Lock-
Up Agreement and/or Restructuring Implementation Deed set forth therein with respect to the form
and substance of this Plan, any Definitive Document, any Transaction Document, all exhibits to
the Plan, Disclosure Statement, and the Plan Supplement, or any other document with respect to
the implementation of the Plan and the Restructuring Transactions, including any amendments,
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restatements, supplements, or other modifications to such agreements and documents, and any
consents, waivers, or other deviations under or from any such documents, shall be incorporated
herein by this reference (including with respect to the applicable definitions in Article I.A) and be
fully enforceable as if stated in full herein. Failure to reference in this Plan the rights referred to
in the immediately preceding sentence as such rights relate to any document referenced in the
Lock-Up Agreement and/or Restructuring Implementation Deed, as applicable, shall not impair
such rights and obligations. In case of a conflict between the consent rights of the parties to the
Lock-Up Agreement and/or Restructuring Implementation Deed that are set forth in the Lock-Up
Agreement and/or Restructuring Implementation Deed, as applicable, with those parties’ consent
rights that are set forth in the Plan, the Plan Supplement, the Disclosure Statement, or the
Combined Order, the consent rights in the Lock-Up Agreement and/or Restructuring
Implementation Deed shall control.
G. Controlling Document
In the event of an inconsistency between the Plan and the Disclosure Statement, the terms
of the Plan shall control in all respects. In the event of an inconsistency between the Plan and the
Plan Supplement, the terms of the relevant document in the Plan Supplement shall control (unless
stated otherwise in such Plan Supplement document or the Combined Order). In the event of any
inconsistency between the Plan, the Plan Supplement or the Disclosure Statement, on one hand,
and the Combined Order, the Combined Order shall control.
ARTICLE II
ADMINISTRATIVE AND PRIORITY CLAIMS
In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims,
Professional Fee Claims, and Priority Tax Claims have not been classified and thus are excluded
from the Classes of Claims set forth in Article III of the Plan.
A. Administrative Claims
Except with respect to Administrative Claims that are Professional Fee Claims or Backstop
Fees, unless otherwise agreed to by the Holder of an Allowed Administrative Claim and the
Debtors or the Reorganized Debtors, as applicable, each Holder of an Allowed Administrative
Claim (other than Holders of Professional Fee Claims and Claims for fees and expenses pursuant
to section 1930 of chapter 123 of title 28 of the United States Code) will receive in full and final
satisfaction of its Allowed Administrative Claim an amount of Cash equal to the amount of such
Allowed Administrative Claim in accordance with the following: (a) if an Administrative Claim
is Allowed on or prior to the Effective Date, on the Effective Date or as soon as reasonably
practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as
soon as reasonably practicable thereafter); (b) if such Administrative Claim is not Allowed as of
the Effective Date, no later than 30 days after the date on which an order Allowing such
Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; (c)
if such Allowed Administrative Claim is based on liabilities incurred by the Debtors in the ordinary
course of their business after the Petition Date in accordance with the terms and conditions of the
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particular transaction giving rise to such Allowed Administrative Claim without any further action
by the Holders of such Allowed Administrative Claim; (d) at such time and upon such terms as
may be agreed upon by such Holder and the Debtors or the Reorganized Debtors, as applicable; or
(e) at such time and upon such terms as set forth in an order of the Bankruptcy Court.
Except as otherwise provided in this Article II.A of the Plan, and except with respect to
Administrative Claims that are Professional Fee Claims or Backstop Fees requests for payment of
Administrative Claims must be Filed with the Bankruptcy Court and served on the Debtors
pursuant to the procedures specified in the Combined Order and the notice of entry of the
Combined Order no later than the Administrative Claims Bar Date. Holders of Administrative
Claims that are required to, but do not, File and serve a request for payment of such Administrative
Claims by such date shall be forever barred, estopped, and enjoined from asserting such
Administrative Claims against the Debtors, the Reorganized Debtors, or their property and such
Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such
requests, if any, must be Filed with the Bankruptcy Court and served on the Debtors and the
requesting party no later than 60 days after the Effective Date. Notwithstanding the foregoing, no
request for payment of an Administrative Claim need be Filed with the Bankruptcy Court with
respect to an Administrative Claim previously Allowed.
The Backstop Fee will be set off in full on the Effective Date against the Purchase Price
(as defined in the Backstop Agreement) payable by such Backstop Provider in respect of the New
Money Notes to be issued to such Backstop Provider. The Backstop Fee will otherwise be paid in
Cash to each Backstop Provider in accordance with the Backstop Agreement.
B. Professional Fee Claims
1. Professional Fee Claims
All applications for final allowance of Professional Fee Claims must be Filed and served
on the Reorganized Debtors and such other Entities who are designated in the Combined Order no
later than twenty-one (21) days after the Effective Date. The Professional Fee Claims owed to the
Professionals shall be paid in Cash to such Professionals from funds held in the Professional Fee
Escrow Account after such Claims are Allowed by a Final Order. After all Allowed Professional
Fee Claims have been paid in full, any excess amounts remaining in the Professional Fee Escrow
Account shall be returned to the Reorganized Debtors. To the extent that the funds held in the
Professional Fee Escrow Account are unable to satisfy the amount of Allowed Professional Fee
Claims owed to the Professionals, the Reorganized Debtors shall pay such amounts within ten (10)
Business Days of entry of the order approving such Professional Fee Claims.
Objections to any Professional Fee Claim must be Filed and served on the Reorganized
Debtors and the requesting Professional by no later than thirty (30) days after the Filing of the
applicable final application for payment of the Professional Fee Claim. Each Holder of an Allowed
Professional Fee Claim shall be paid in full in Cash by the Reorganized Debtors, including from
the Professional Fee Escrow Account, within five (5) Business Days after entry of the order
approving such Allowed Professional Fee Claim. The Reorganized Debtors shall not commingle
any funds contained in the Professional Fee Escrow Account and shall use such funds to pay only
the Professional Fee Claims, as and when Allowed by order of the Bankruptcy Court.
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Notwithstanding anything to the contrary contained in this Plan, the failure of the Professional Fee
Escrow Account to satisfy in full the Professional Fee Claims shall not, in any way, operate or be
construed as a cap or limitation on the amount of Professional Fee Claims due and payable by the
Debtors or the Reorganized Debtors.
2. Professional Fee Escrow Account
On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall
establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee
Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the benefit
of the Professionals. Such funds shall not be considered property of the Estates of the Debtors or
the Reorganized Debtors.
3. Professional Fee Escrow Amount
To receive payment for unbilled fees and expenses incurred through the Effective Date, the
Professionals shall estimate in good faith their Professional Fee Claims (taking into account any
retainers) prior to and as of the Effective Date and shall deliver such estimate to the Debtors at
least three (3) calendar days prior to the Confirmation Date. If a Professional does not provide
such estimate, the Reorganized Debtors may estimate the unbilled fees and expenses of such
Professional; provided that such estimate shall not be considered an admission or limitation with
respect to the fees and expenses of such Professional. The total amount so estimated as of the
Effective Date shall comprise the Professional Fee Amount.
4. Post-Confirmation Date Fees and Expenses
Upon the Confirmation Date, any requirement that Professionals comply with sections 327
through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services
rendered after such date shall terminate. Each Reorganized Debtor may employ and pay any post-
Effective Date fees and expenses of any professional, including any Professional, in the ordinary
course of business without any further notice to or action, order, or approval of the Bankruptcy
Court, including with respect to any transaction, reorganization, or success fees payable by virtue
of Consummation of this Plan.
C. Priority Tax Claims
Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less
favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in
exchange for each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim
shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy
Code and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest
on such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and
1129(a)(9)(C) of the Bankruptcy Code.
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D. Restructuring Expenses
The Restructuring Expenses incurred, or estimated to be incurred, up to and including the
Effective Date (or, with respect to necessary post-Effective Date activities, after the Effective
Date), shall be paid in full in Cash on the Effective Date (to the extent not previously paid during
the course of the Chapter 11 Cases) in accordance with, and subject to, the terms of the Lock-Up
Agreement and the Restructuring Implementation Deed, without any requirement (i) to File a fee
application with the Bankruptcy Court, (ii) for Bankruptcy Court review or approval, and/or (iii)
submission to any party of itemized time detail. All Restructuring Expenses to be paid on the
Effective Date shall be estimated prior to and as of the Effective Date and such estimates shall be
delivered to the Debtors at least three (3) Business Days before the anticipated Effective Date;
provided, however, that such estimates shall not be considered an admission or limitation with
respect to such Restructuring Expenses. From and after the Petition Date, the Debtors and the
Reorganized Debtors (as applicable) shall pay, when due and payable pursuant to the Lock-Up
Agreement, the Restructuring Implementation Deed, and otherwise in the ordinary course the
Restructuring Expenses whether incurred before, on, or after the Effective Date. On or prior to
the Effective Date, or as soon as practicable thereafter, final invoices for all Restructuring
Expenses incurred prior to and unpaid as of the Effective Date shall be submitted to the Debtors
and shall be paid, or caused to be paid, by the Reorganized Debtors within ten (10) Business Days
of receipt of the applicable final invoice.
Notwithstanding the foregoing, if the Debtors or the Reorganized Debtors, as applicable,
dispute the reasonableness of any such estimate or invoice, the Debtors or the Reorganized
Debtors, as applicable, shall submit an objection to such applicable Professional within two (2)
Business Days of receipt thereof. Any undisputed portion of such invoice shall be paid in
accordance with the foregoing paragraph, and the disputed portion of such estimate or invoice shall
not be paid until the dispute is resolved.
ARTICLE III
CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS
A. Classification of Claims and Interests
Except for the Claims addressed in Article II of the Plan, all Claims and Interests are
classified in the Classes set forth below in accordance with section 1122 of the Bankruptcy Code.
A Claim or an Interest is classified in a particular Class only to the extent that the Claim or Interest
qualifies within the description of that Class and is classified in other Classes to the extent that any
portion of the Claim or Interest qualifies within the description of such other Classes. A Claim or
an Interest also is classified in a particular Class for the purpose of receiving Distributions under
the Plan only to the extent that such Claim or Interest is an Allowed Claim or Interest in that Class
and has not been paid, released, or otherwise satisfied prior to the Effective Date.
Subject to Article III.F of the Plan, the following chart represents the classification of
certain Claims against and Interests in each Debtor pursuant to the Plan.
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Class Claim/Interest Status Voting Rights
1. Other Secured Claims Unimpaired Presumed to Accept
2. Other Priority Claims Unimpaired Presumed to Accept
3. RCF Claims Impaired Entitled to Vote
4. Senior Secured Term Loan Claims Unimpaired Presumed to Accept
5. Notes Claims Impaired Entitled to Vote
6. General Unsecured Claims Unimpaired Presumed to Accept
7. Intercompany Claims Unimpaired /
Impaired
Presumed to Accept
/ Deemed to Reject
8. Existing Equity Interests Unimpaired Presumed to Accept
9. Intercompany Interests Unimpaired /
Impaired
Presumed to Accept
/ Deemed to Reject
B. Treatment of Classes of Claims and Interests
Each Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive under
the Plan the treatment described below in full and final satisfaction, settlement, release, and
discharge of and in exchange for such Holder’s Allowed Claim or Allowed Interest, except to the
extent different treatment is agreed to by the Debtors or the Reorganized Debtors, as applicable,
and the Holder of such Allowed Claim or Allowed Interest, as applicable. Unless otherwise
indicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such
treatment on the Effective Date or as soon as reasonably practicable thereafter.
1. Class 1 — Other Secured Claims
(a) Classification: Class 1 consists of any Other Secured Claims against any
Debtor.
(b) Treatment: Each Holder of an Allowed Other Secured Claim shall receive,
at the option of the applicable Debtor or Reorganized Debtor, with the
consent of the Majority Participating Lenders and the Majority Core
Noteholder Group (not to be unreasonably withheld), either:
(i) payment in full in Cash of its Allowed Other Secured Claim;
(ii) the collateral securing its Allowed Other Secured Claim;
(iii) Reinstatement of its Allowed Other Secured Claim; or
(iv) such other treatment rendering its Allowed Other Secured Claim
Unimpaired in accordance with section 1124 of the Bankruptcy
Code.
(c) Voting: Class 1 is Unimpaired under the Plan. Holders of Allowed Other
Secured Claims are conclusively presumed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such
Holders are not entitled to vote to accept or reject the Plan.
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2. Class 2 — Other Priority Claims
(a) Classification: Class 2 consists of any Other Priority Claims against any
Debtor.
(b) Treatment: Each Holder of an Allowed Other Priority Claim shall either (i)
receive Cash in an amount equal to such Allowed Other Priority Claim or
(ii) be Reinstated.
(c) Voting: Class 2 is Unimpaired under the Plan. Holders of Allowed Other
Priority Claims are conclusively presumed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code.
3. Class 3 — RCF Claims
(a) Allowance: On the Effective Date, the RCF Claims shall be Allowed,
without setoff, subordination, defense, or counterclaim, in the aggregate
principal amount outstanding as of the Petition Date plus accrued and
unpaid interest on such principal amount and any other premiums, fees,
costs, or other amounts due and owing pursuant to the applicable Facility
Agreement Documents governing the RCF.
(b) Classification: Class 3 consists of all RCF Claims.
(c) Treatment: In full and final satisfaction, settlement, release, and discharge
of each Allowed RCF Claim, on the Effective Date, each Holder of such
Allowed RCF Claim shall receive its pro rata share of the SSRCF; provided
that notwithstanding the foregoing, all Ancillary Facility Claims shall be
Reinstated and each Ancillary Facility shall continue in accordance with its
terms and constitute an ancillary facility under the SSRCF in accordance
with the terms of the SSRCF Credit Agreement. For the avoidance of doubt,
each Holder of an Ancillary Facility Claim shall retain its rights and claims
under the applicable Ancillary Facility. In addition, each Holder of an
Allowed RCF Claim shall also receive Cash in an amount equal to all
accrued and unpaid interest and all other premiums, fees, costs, or other
amounts due and owing pursuant to, and in accordance with, the applicable
Facility Agreement Documents, and all other premiums, fees, costs, or other
amounts otherwise due and owing pursuant to, and in accordance with the
applicable Facility Agreement Documents shall have been paid, regardless
of when accrued and payable.4
(d) Voting: Class 3 is Impaired and the Holders of Allowed RCF Claims are
entitled to vote to accept or reject the Plan.
4 For the avoidance of doubt, the payment of all other premiums, fees, costs, or other amounts otherwise due
and owing pursuant to, and in accordance with the applicable Facility Agreement Documents shall include
any amounts due to any agent under any such Facility Agreement Documents.
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4. Class 4 — Senior Secured Term Loan Claims
(a) Classification: Class 4 consists of all Senior Secured Term Loan Claims
against the Debtors.
(b) Treatment: At the option of the Debtors or the Reorganized Debtors, each
Holder will receive (i) payment in full in Cash, or (ii) such Holder will
receive such other treatment so as to render its Allowed Senior Secured
Term Loan Claim Unimpaired pursuant to section 1124 of the Bankruptcy
Code.
(c) Voting: Class 4 is Unimpaired and Holders of Allowed Senior Secured
Term Loan Claims are conclusively deemed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such
Holders are not entitled to vote to accept or reject the Plan.
5. Class 5 — Notes Claims
(a) Allowance: On the Effective Date, the Notes Claims shall be Allowed,
without setoff, subordination, defense, or counterclaim, in the aggregate
principal amount outstanding as of the Petition Date plus accrued and
unpaid interest on such principal amount and any other premiums, fees,
costs, or other amounts due and owing pursuant to the applicable Prepetition
Finance Documents governing the Notes.
(b) Classification: Class 5 consists of all Notes Claims including the
Participating Notes Claims.
(c) Treatment: Each Holder of an Allowed Notes Claim shall receive (i) its pro
rata share of the Exchange Notes (provided that Holders of an Allowed
Notes Claim denominated in SEK shall receive Exchange Notes
denominated in SEK and Holders of an Allowed Notes Claim denominated
in Euro shall receive Exchange Notes denominated in Euro); and (ii) its pro
rata share of the Noteholder Ordinary Shares. Holders of Allowed Notes
Claims will also receive their pro rata share of the Subscription Rights in
accordance with the Lock-Up Agreement and the Rights Offering
Documents. On the Effective Date, each Holder of an Allowed Notes Claim
shall also receive Cash in an amount equal to (i) all accrued and unpaid
interest on the principal amount of such Allowed Notes Claim and (ii) all
other premiums, fees, costs, or other amounts due and owing pursuant to
the applicable Prepetition Finance Documents governing the Notes with
respect to such Notes Claim. In each case, pro rata calculations shall be in
accordance with the definition of the term “Pro Rata Share” in the Lock-Up
Agreement.
(d) Voting: Class 5 is Impaired under the Plan and the Holders of Allowed
Notes Claims are entitled to vote to accept or reject the Plan.
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6. Class 6 — General Unsecured Claims
(a) Classification: Class 6 consists of all General Unsecured Claims
(b) Treatment: Each Holder of an Allowed General Unsecured Claim shall
receive either: (i) Reinstatement of such Allowed General Unsecured
Claim; or (ii) payment in full in Cash on (a) the Effective Date, or (b) the
date due in the ordinary course of business in accordance with the terms and
conditions of the particular transaction giving rise to such Allowed General
Unsecured Claim.
(c) Voting: Class 6 is Unimpaired under the Plan. Holders of Allowed General
Unsecured Claims are conclusively deemed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such
Holders are not entitled to vote to accept or reject the Plan.
7. Class 7 —Intercompany Claims
(a) Classification: Class 7 consists of all Intercompany Claims.
(b) Treatment: All Intercompany Claims will be adjusted, Reinstated,
contributed, set off, settled, cancelled and released, or discharged as
determined by the Debtors or the Reorganized Debtors, as applicable, in
their sole discretion, in accordance with the Lock-Up Agreement, Agreed
Steps Plan and Restructuring Implementation Deed or may be compromised
pursuant to the Swedish Reorganisation Plan.
(c) Voting: Class 7 is conclusively deemed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant to
section 1126(g) of the Bankruptcy Code. Holders of Intercompany Claims
are not entitled to vote to accept or reject the Plan.
8. Class 8 —Existing Equity Interests
(a) Classification: Class 8 consists of all Existing Equity Interests.
(b) Treatment: Each Holder of an Existing Equity Interest shall have its
Existing Equity Interest Reinstated.
(c) Voting: Class 8 is Unimpaired under the Plan. Holders of Existing Equity
Interests are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.
9. Class 9 —Intercompany Interests
(a) Classification: Class 9 consists of all Intercompany Interests.
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(b) Treatment: All Intercompany Interests will be adjusted, Reinstated,
contributed, set off, settled, cancelled and released, or discharged as
determined by the Debtors or the Reorganized Debtors, as applicable, in
their sole discretion, in accordance with the Agreed Steps Plan.
(c) Voting: Class 9 is conclusively deemed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code or rejected the Plan pursuant to
section 1126(g) of the Bankruptcy Code. Holders of Intercompany Interests
are not entitled to vote to accept or reject the Plan.
C. Special Provision Governing Unimpaired Claims
Except as otherwise provided in the Plan or the Lock-Up Agreement, nothing under the
Plan shall affect, diminish, or impair the rights of the Debtors or the Reorganized Debtors, as
applicable, in respect of any Unimpaired Claims, including all rights in respect of legal and
equitable defenses to, or setoffs or recoupments against, any such Unimpaired Claims; and, except
as otherwise specifically provided in the Plan, nothing herein shall be deemed to be a waiver or
relinquishment of any claim, Cause of Action, right of setoff, or other legal or equitable defense
that the Debtors had immediately prior to the Petition Date, against or with respect to any Claim
that is Unimpaired (including, for the avoidance of doubt, any Claim that is Reinstated) by the
Plan. Except as otherwise specifically provided in the Plan, the Reorganized Debtors shall have,
retain, reserve, and be entitled to assert all such Claims, Causes of Action, rights of setoff, and
other legal or equitable defenses that the Debtors had immediately prior to the Petition Date fully
as if the Chapter 11 Cases had not been commenced, and all of the Reorganized Debtors’ legal and
equitable rights with respect to any Reinstated Claim or Claim that is otherwise Unimpaired by
this Plan may be asserted after the Confirmation Date and the Effective Date to the same extent as
if the Chapter 11 Cases had not been commenced.
D. Elimination of Vacant Classes
Any Class of Claims or Interests that, as of the commencement of the Combined Hearing,
does not have at least one Holder of a Claim or Interest that is Allowed in an amount greater than
zero for voting purposes shall be considered vacant, deemed eliminated from the Plan of such
Debtor for purposes of voting to accept or reject such Debtor’s Plan, and disregarded for purposes
of determining whether such Debtor’s Plan satisfies section 1129(a)(8) of the Bankruptcy Code
with respect to that Class.
E. No Waiver
Nothing contained in the Plan shall be construed to waive a Debtor’s or other Person’s right
to object on any basis to any Disputed Claim.
F. Voting Classes; Presumed Acceptance by Non-Voting Classes
If a Class contains Claims or Interests eligible to vote and no Holders of Claims or Interests
eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be presumed accepted
by such Class.
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G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code
Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation
by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Article III.B
hereof. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the
Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reserve
the right, subject to the terms of the Lock-Up Agreement, to modify the Plan in accordance with
Article X hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of the
Bankruptcy Code requires modification, including by modifying the treatment applicable to a
Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent
permitted by the Bankruptcy Code and the Bankruptcy Rules.
H. Controversy Concerning Impairment
If a controversy arises as to whether any Claims or Interests, or any Class of Claims or
Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such
controversy on the Confirmation Date or such other date as fixed by the Bankruptcy Court.
I. Subordinated Claims
The allowance, classification, and treatment of all Allowed Claims and Allowed Interests
and the respective Distributions and treatments under the Plan take into account and conform to
the relative priority and rights of the Claims and Interests in each Class in connection with any
contractual, legal, and equitable subordination rights relating thereto, whether arising under
general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise.
Pursuant to section 510 of the Bankruptcy Code, the Debtors or the Reorganized Debtors, as
applicable, reserve the right to re-classify any Allowed Claim or Allowed Interest in accordance
with any contractual, legal, or equitable subordination relating thereto.
ARTICLE IV
PROVISIONS FOR IMPLEMENTATION OF THE PLAN
A. General Settlement of Claims and Interests
As discussed in detail in the Disclosure Statement and as otherwise provided herein,
pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration
for the classification, Distributions, releases, and other benefits provided under the Plan, upon the
Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement
of all Claims and Interests and controversies resolved pursuant to the Plan that a Claim or an
Interest Holder may have with respect to any Allowed Claim or Allowed Interest or any
Distribution to be made on account of such Allowed Claim or Allowed Interest, including pursuant
to the transactions set forth in the Agreed Steps Plan or the Restructuring Implementation Deed.
Entry of the Combined Order shall constitute the Bankruptcy Court’s approval of the compromise
or settlement of all such Allowed Claims, Allowed Interests, and controversies, as well as a finding
by the Bankruptcy Court that such compromise, settlement and transactions are in the best interests
of the Debtors, their Estates, and Holders of Allowed Claims and Allowed Interests, and is fair,
equitable, and within the range of reasonableness. Subject to the provisions of this Plan governing
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Distributions, all Distributions made to Holders of Allowed Claims and Allowed Interests in any
Class are intended to be and shall be final.
B. Restructuring Transactions
On the Effective Date, the applicable Debtors or the Reorganized Debtors shall enter into
any transaction, including those transactions set forth in the Lock-Up Agreement and Restructuring
Implementation Deed, and shall take any actions as may be necessary or appropriate to effectuate
the Restructuring Transactions (to the extent not already effected), including, as applicable, to
effectuate a corporate restructuring of the overall corporate structure of the Debtors, to the extent
provided herein, the Lock-Up Agreement, the Restructuring Implementation Deed or in the
Definitive Documents, including: (a) the issuance, transfer, or cancellation of any securities, notes,
instruments, Certificates, and other documents required to be issued, transferred, or cancelled
pursuant to the Plan or any Restructuring Transaction; (b) issuance of the SSRCF and entry into
the Facility Agreement Amendments Documents; (c) issuance of the Exchange Notes and the
execution and delivery of the Exchange Notes Indenture; (d) the issuance of the New Money Notes
and the execution and delivery of the New Money Notes Indenture and the New Money Notes
Purchase Agreement; (e) the execution and delivery of the New Security Documents and amended
Intercreditor Agreement; (f) the issuance of the Amended Senior Secured Term Loans and the
execution and delivery of the Amended Senior Secured Term Loan Credit Agreement; and (g) the
issuance of the Noteholder Ordinary Shares, in each case, subject to the Plan and the consent rights
and agreements and obligations contained in the Lock-Up Agreement.
The Combined Order shall and shall be deemed to, pursuant to sections 1123 and 363 of
the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate
to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the
Plan, including the Restructuring Transactions.
C. Sources of Consideration for Plan Distributions
1. Issuance of the New Money Notes
The Reorganized Debtors shall consummate the Rights Offering in accordance with the
Rights Offering Documents and the Lock-Up Agreement. Subscription Rights to participate in the
Rights Offering shall be allocated among relevant Holders of Notes Claims as of a specified record
date in accordance with the Rights Offering Documents and the Plan, and the allocation of such
Subscription Rights will be exempt from SEC registration under applicable law and shall not
constitute an invitation or offer to sell, or the solicitation of an invitation or offer to buy, any
securities in contravention of any applicable law in any jurisdiction. The Reorganized Debtors
intend to implement the Rights Offering in a manner that shall not cause it to be deemed a public
offering in any jurisdiction.
Holders of the Subscription Rights (or their Nominee) shall receive the opportunity to
subscribe for their pro rata share of up to approximately €526,315,000 (or equivalent) of the New
Money Notes, the subscription price for which shall be at an issue price of 98% of the face value
of the New Money Notes and, for each Backstop Provider only, less its pro rata share of the
Backstop Fee, in accordance with and pursuant to the Plan, the Rights Offering Procedures, the
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Lock-Up Agreement and the Agreed Steps Plan. The principal amount of the New Money Notes
has been backstopped in full by the Backstop Providers in accordance with the Backstop
Agreement. To the extent that any Holders of the Subscription Rights (or their Nominee) do not
subscribe for their Subscription Rights, the Backstop Providers shall subscribe for such amounts
in the proportions and on the terms set out in the Backstop Agreement.
On the Effective Date, the Reorganized Debtors will issue the New Money Notes, on the
terms set forth in the Rights Offering Documents, New Money Notes Indenture, the New Money
Notes Purchase Agreement, the Agreed Steps Plan, the Restructuring Implementation Deed, and
this Plan. The New Money Notes issued to the Backstop Providers (in their capacity as Backstop
Providers) in connection with the Rights Offering (the “Backstopped Notes”) will be issued only
to persons that are: “qualified institutional buyers” (as defined in Rule 144A under the Securities
Act); or “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities
Act) in reliance on the exemption provided by either section 1145 of the Bankruptcy Code or
section 4(a)(2) under the Securities Act; or persons that, at the time of the issuance, were outside
of the United States and were not U.S. persons (and were not purchasing for the account or benefit
of a U.S. person) within the meaning of Regulation S under the Securities Act.
On the Effective Date, and without the need for any further corporate action or other action
by Holders of Claims or Interests, all Liens and security interests granted or confirmed (as
applicable) pursuant to, or in connection with, the New Money Notes Indenture, the Security
Documents (as defined in the New Money Notes Indenture), or the New Money Documents
(including any Liens and security interests granted or confirmed (as applicable) on the Reorganized
Debtors’ assets): (a) shall be deemed to be granted or confirmed (as applicable) by the
Reorganized Debtors pursuant to the New Money Documents; (b) shall be legal, valid, binding,
and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance
with the terms of the New Money Documents, with the priorities established in respect thereof
under applicable non-bankruptcy law and the New Money Documents; (c) shall be deemed
automatically perfected on the Effective Date, subject only to such Liens and security interests as
may be permitted under the New Money Documents; (d) shall not be enjoined or subject to
discharge, impairment, release, avoidance, recharacterization, subordination, or equitable
subordination for any purposes whatsoever under any applicable law, the Plan, or the Combined
Order; and (e) shall not constitute preferential transfers or fraudulent conveyances under the
Bankruptcy Code or any applicable law, the Plan, or the Combined Order. The Reorganized
Debtors and the persons and entities granted such Liens and security interests shall be authorized
to make all filings and recordings, and to obtain all governmental approvals and consents necessary
to establish and perfect such Liens and security interests under the provisions of the applicable
state, federal, or other law that would be applicable in the absence of the Plan and the Combined
Order (it being understood that perfection shall occur automatically by virtue of the entry of the
Combined Order and any such filings, recordings, approvals, and consents shall not be required),
and will thereafter cooperate to make all other filings and recordings that otherwise would be
necessary under applicable law to give notice of such Liens and security interests to third parties.
The New Money Notes are backstopped by the Backstop Providers pursuant to the
Backstop Agreement. In consideration for their backstop of the New Money Notes, each Backstop
Provider will receive its pro rata share of the Backstop Fee, as more fully detailed in the Backstop
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Agreement. The Backstop Fee will be set off in full on the Effective Date against the Purchase
Price (as defined in the Backstop Agreement) payable by such Backstop Provider in respect of the
New Money Notes to be issued to such Backstop Provider. The Backstop Fee will otherwise be
paid in Cash to each Backstop Provider in accordance with the Backstop Agreement and the
Agreed Steps Plan.
2. Equity Issuance
On the Effective Date, the Company will issue the Noteholder Ordinary Shares on a pro
rata basis to the Holders of Notes Claims (or their Nominee), in accordance with the terms of the
Agreed Steps Plan and Restructuring Implementation Deed.
The Company shall use all reasonable efforts to ensure that, as soon as possible following
the Effective Date, the ownership of the Noteholder Ordinary Shares shall be reflected through the
facilities of Euroclear Sweden. None of the Debtors, the Reorganized Debtors or any other Person
shall be required to provide any further evidence other than the Plan or the Combined Order with
respect to the treatment of the Noteholder Ordinary Shares under applicable securities laws.
Euroclear Sweden and any transfer agent shall be required to accept and conclusively rely upon
the Plan or Combined Order in lieu of a legal opinion regarding whether the Noteholder Ordinary
Shares are exempt from registration or eligible for Euroclear Sweden book-entry delivery,
settlement, and depository services.
All of the Noteholder Ordinary Shares issued pursuant to the Plan shall be duly authorized,
validly issued, fully paid, and non-assessable. Each Distribution and issuance of the Noteholder
Ordinary Shares under the Plan shall be governed by the terms and conditions set forth in the Plan
applicable to such Distribution or issuance and by the terms and conditions of the instruments
evidencing or relating to such Distribution or issuance, which terms and conditions shall bind each
Entity receiving such Distribution or issuance.
The Company shall effect the listing of the Noteholder Ordinary Shares on Nasdaq
Stockholm as soon as reasonably practicable, and in any event, within six (6) weeks following
registration of the issuance of Noteholder Ordinary Shares with the Swedish Companies
Registration Office in accordance with the Lock-Up Agreement, the Restructuring Implementation
Deed, and the Agreed Steps Plan.
3. SSRCF
The Debtors or Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps
Plan and Restructuring Implementation Deed, enter into the Facility Agreement Amendments
Documents on or before the Effective Date, on behalf of themselves and each Holder of RCF
Claims, on the terms set forth in the Facility Agreement Amendments Documents, and which shall
be included in the Plan Supplement. The Facility Agreement will be amended and restated in the
form of the Facility Agreement Amendments Documents. On the Effective Date, Holders of RCF
Claims shall receive their pro rata share of the SSRCF; provided that all Ancillary Facility Claims
(which are pursuant to the Facility Agreement) shall be Reinstated and each Ancillary Facility
shall continue in accordance with its terms and constitute an ancillary facility under the SSRCF in
accordance with the terms of the SSRCF Credit Agreement. For the avoidance of doubt, each
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Holder of an Ancillary Facility Claim shall retain its rights and Claims under the applicable
Ancillary Facility.
Confirmation of the Plan shall be deemed approval of the Facility Agreement Amendments
Documents (including the transactions contemplated thereby, and all actions to be taken,
undertakings to be made, and obligations to be incurred and fees paid by the Debtors or the
Reorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Court
previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those
documents necessary or appropriate to consummate the applicable Facility Agreement
Amendments Documents without further notice to or order of the Bankruptcy Court, act or action
under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any
Person, subject to such modifications as may be agreed between the Debtors or Reorganized
Debtors and the RCF SteerCo Group.
On the Effective Date, and without the need for any further corporate action or other action
by Holders of Claims or Interests, all of the Liens and security interests to be granted in accordance
with the Facility Agreement Amendments Documents (a) shall be deemed to be granted, (b) shall
be legal, valid, binding, and enforceable Liens on, and security interests in, the collateral granted
thereunder in accordance with the terms of the Facility Agreement Amendments Documents, (c)
shall be deemed automatically perfected on the Effective Date, subject only to such Liens and
security interests as may be permitted under the Facility Agreement Amendments Documents, and
(d) shall not be subject to recharacterization or equitable subordination for any purposes
whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the
Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and the persons
and entities granted such Liens and security interests shall be authorized to make all filings and
recordings, and to obtain all governmental approvals and consents necessary to establish and
perfect such Liens and security interests under the provisions of the applicable state, federal, or
other law that would be applicable in the absence of the Plan and the Combined Order (it being
understood that perfection shall occur automatically by virtue of the entry of the Combined Order
and any such filings, recordings, approvals, and consents shall not be required), and will thereafter
cooperate to make all other filings and recordings that otherwise would be necessary under
applicable law to give notice of such Liens and security interests to third parties.
4. Amended Senior Secured Term Loan
In order to facilitate the consummation of the Restructuring Transactions, and as a goodfaith
and reasonable compromise and settlement of any objections of the holders of Senior Secured
Term Loan Claims to the treatment of such Claims otherwise provided under the Plan, the Debtors
or Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps Plan and the
Restructuring Implementation Deed, enter into the Amended Senior Secured Term Loan and
related Amended Senior Secured Term Loan Credit Agreement on or before the Effective Date.
Confirmation of the Plan shall constitute approval of the Amended Senior Secured Term
Loan Credit Agreement (including the transactions contemplated thereby, and all actions to be
taken, undertakings to be made, and obligations to be incurred and fees paid by the Debtors or the
Reorganized Debtors in connection therewith), to the extent not approved by the Bankruptcy Court
previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those
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documents necessary or appropriate to consummate the Amended Senior Secured Term Loan
Credit Agreement without further notice to or order of the Bankruptcy Court, act or action under
applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person,
subject to such modifications as may be agreed between the Debtors or Reorganized Debtors and
the applicable holders of Senior Secured Term Loan Claims.
On the Effective Date, and without the need for any further corporate action or other action
by holders of Claims or Interests, all of the Liens and security interests to be granted in accordance
with the Amended Senior Secured Term Loan Credit Agreement (a) shall be deemed to be granted,
(b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted
thereunder in accordance with the terms of the Amended Senior Secured Term Loan Credit
Agreement the Restructuring Implementation Deed, and the amended Intercreditor Agreement, (c)
shall be deemed automatically perfected on the Effective Date, subject only to such Liens and
security interests as may be permitted under the Plan, the Amended Senior Secured Term Loan
Credit Agreement, the Restructuring Implementation Deed, and the amended Intercreditor
Agreement and (d) shall not be subject to recharacterization or equitable subordination for any
purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances
under the Bankruptcy Code or any applicable non-bankruptcy law. The Reorganized Debtors and
the persons and entities granted such Liens and security interests shall be authorized to make all
filings and recordings, and to obtain all governmental approvals and consents necessary to
establish and perfect such Liens and security interests in accordance with the Plan, the Amended
Senior Secured Term Loan Credit Agreement, the Restructuring Implementation Deed, and the
amended Intercreditor Agreement under the provisions of the applicable state, federal, or other law
that would be applicable in the absence of the Plan and the Confirmation Order (it being understood
that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any
such filings, recordings, approvals, and consents shall not be required), and will thereafter
cooperate to make all other filings and recordings that otherwise would be necessary under
applicable law to give notice of such Liens and security interests to third parties.
5. Exchange Notes
The Debtors or Reorganized Debtors, as applicable, shall, pursuant to the Agreed Steps
Plan and Restructuring Implementation Deed, issue the Exchange Notes on or before the Effective
Date, on the terms set forth in the Exchange Notes Indenture, and included in the Plan Supplement.
The Exchange Notes shall be distributed to Holders of Notes Claims (or their respective Nominees)
on the Effective Date on account of their respective Notes Claims in the manner set forth in the
Plan.
Confirmation of the Plan shall be deemed approval of the Notes Amendments Documents
(including the transactions contemplated thereby, and all actions to be taken, undertakings to be
made, and obligations to be incurred and fees paid by the Debtors, the Reorganized Debtors, or a
non-Debtor Affiliate in connection therewith), to the extent not approved by the Bankruptcy Court
previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver those
documents necessary or appropriate to consummate the applicable Notes Amendments Documents
without further notice to or order of the Bankruptcy Court, act or action under applicable law,
regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such
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modifications as may be agreed between the Debtors or Reorganized Debtors and the Majority
Core Noteholder Group.
On the Effective Date, and without the need for any further corporate action or other action
by Holders of Claims or Interests, all Liens and security interests granted or confirmed (as
applicable) pursuant to, or in connection with, the Notes Amendments Documents (including any
Liens and security interests granted or confirmed (as applicable) on the Reorganized Debtors’
assets): (a) shall be deemed to be granted or confirmed (as applicable) by the Reorganized Debtors
pursuant to the Notes Amendments Documents; (b) shall be legal, valid, binding, and enforceable
Liens on, and security interests in, the collateral granted thereunder in accordance with the terms
of the Notes Amendments Documents, with the priorities established in respect thereof under
applicable non-bankruptcy law and the Notes Amendments Documents; (c) shall be deemed
automatically perfected on the Effective Date, subject only to such Liens and security interests as
may be permitted under the Notes Amendments Documents; (d) shall not be enjoined or subject
to discharge, impairment, release, avoidance, recharacterization, subordination, or equitable
subordination for any purposes whatsoever under any applicable law, the Plan, or the Combined
Order; and (e) shall not constitute preferential transfers or fraudulent conveyances under the
Bankruptcy Code or any applicable law, the Plan, or the Combined Order. The Reorganized
Debtors and the persons and entities granted such Liens and security interests shall be authorized
to make all filings and recordings, and to obtain all governmental approvals and consents necessary
to establish and perfect such Liens and security interests under the provisions of the applicable
state, federal, or other law that would be applicable in the absence of the Plan and the Combined
Order (it being understood that perfection shall occur automatically by virtue of the entry of the
Combined Order and any such filings, recordings, approvals, and consents shall not be required),
and will thereafter cooperate to make all other filings and recordings that otherwise would be
necessary under applicable law to give notice of such Liens and security interests to third parties.
D. Corporate Action
Upon the Effective Date, all actions contemplated under the Plan and all other acts or
actions contemplated or reasonably necessary or appropriate to promptly consummate the
Restructuring Transactions contemplated by the Plan (whether to occur before, on, or after the
Effective Date) shall be deemed authorized and approved in all respects, including: (1) the issuance
and Distribution of the Noteholder Ordinary Shares; (2) the issuance of New Money Notes; (3) the
issuance of Exchange Notes; (4) entry into the Facility Agreement Amendments Documents, (5)
entry into the Amended Senior Secured Term Loan; (6) implementation of the Restructuring
Transactions; (7) entry into the Transaction Documents; and (8) the rejection, assumption, or
assumption and assignment, as applicable, of Executory Contracts and Unexpired Leases.
All matters provided for in the Plan involving the corporate structure of the Debtors or the
Reorganized Debtors, and any corporate action required by the Debtors or the Reorganized
Debtors, as applicable, in connection with the Plan shall be deemed to have occurred and shall be
in effect, without any requirement of further action by the security holders, directors, or officers
of the Debtors or the Reorganized Debtors, as applicable. On or (as applicable) prior to the
Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable,
shall be authorized and (as applicable) directed to issue, execute, and deliver the agreements,
documents, securities, and instruments contemplated under the Plan (or necessary or desirable to
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effect the transactions contemplated under the Plan) in the name of and on behalf of the
Reorganized Debtors, including the Noteholder Ordinary Shares, the Exchange Notes, the New
Money Notes, the Facility Agreement Amendments Documents, the Amended Senior Secured
Term Loan, the Transaction Documents, and any and all other agreements, documents, securities,
and instruments relating to the foregoing. The authorizations and approvals contemplated by this
Article IV.D shall be effective notwithstanding any requirements under non-bankruptcy law.
Upon Confirmation of the Plan, each Holder of RCF Claims and each Holder of Notes
Claims will be deemed to have appointed the Company as its attorney and agent and to have
irrevocably instructed, authorized, directed and empowered the Company (or its authorized
representative) solely to (i) enter into, execute and (if applicable) deliver, for and on its behalf, any
Transaction Document to which it is party, in each case solely to the extent consistent with the
Lock-Up Agreement, Agreed Steps Plan and the Restructuring Implementation Deed and (ii) in
the case of Holder of Notes, to take any action necessary to ensure that steps described in the
Agreed Steps Plan and the Restructuring Implementation Deed are carried out, including if
necessary updating the books and records of the relevant clearing systems in which the Notes are
held.
E. Corporate Existence
Except as otherwise provided in the Plan or Plan Supplement, each Debtor shall continue
to exist after the Effective Date as a separate corporate entity, limited liability company,
partnership, or other form, as the case may be, with all the powers of a corporation, limited liability
company, partnership, or other form, as the case may be, pursuant to the applicable law in the
jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the
respective certificate of incorporation and by-laws (or other formation documents) in effect prior
to the Effective Date, except to the extent such certificate of incorporation and by-laws (or other
formation documents) are amended under the Plan or otherwise, and to the extent such documents
are amended, such documents are deemed to be amended pursuant to the Plan and require no
further action or approval (other than any requisite filings required under applicable law).
F. Vesting of Assets in the Reorganized Debtors
Except as otherwise provided in the Plan or the Plan Supplement (including, for the
avoidance of doubt the Agreed Steps Plan and Restructuring Implementation Deed), or in any
agreement, instrument, or other document incorporated in the Plan, on the Effective Date, all
property in each Debtor’s Estate, all Claims, rights, defenses, and Causes of Action of the Debtors,
and any property acquired by any of the Debtors under the Plan shall vest in each respective
Reorganized Debtor, free and clear of all Liens, Claims, Causes of Action, charges, or other
encumbrances. If the Reorganized Debtors default in performing under the provisions of the Plan
and the Chapter 11 Cases are converted to Chapter 7, all property vested in each Reorganized
Debtor and all subsequently acquired property owned as of or after the conversion date shall revest
and constitute property of the bankruptcy Estates in such Chapter 7 cases. On and after the
Effective Date, except as otherwise provided herein, each Reorganized Debtor may operate its
business and may use, acquire, or dispose of property and compromise or settle any Claims,
Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free
of any restrictions of the Bankruptcy Code or Bankruptcy Rules.
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G. Cancellation of Prepetition Credit Agreements, Notes, Instruments, Certificates, and
Other Documents
On the Effective Date, except as otherwise provided in the Plan, the Combined Order, any
agreement, instrument or other document entered into in connection with or pursuant to the Plan,
the Lock-Up Agreement, or the Restructuring Implementation Deed, all credit agreements,
security agreements, intercreditor agreements, notes, instruments, Certificates, and other
documents evidencing Claims or Interests shall be cancelled and the obligations of the Debtors or
the Reorganized Debtors thereunder or in any way related thereto shall be discharged and deemed
satisfied in full, and the Agents/Trustees shall be released from all duties thereunder; provided,
that, notwithstanding Confirmation or the occurrence of the Effective Date, any such document
that governs the rights of the Holder of a Claim or Interest shall continue in effect solely for
purposes of (a) enabling Holders of Allowed Claims and Allowed Interests to receive Distributions
under the Plan as provided herein, (b) governing the contractual rights and obligations among the
Agents/Trustees and the lenders or Holders party thereto (including, without limitation,
indemnification, expense reimbursement, and Distribution provisions) until the Reorganized
Debtors emerge from the Chapter 11 Cases, (c) preserving any rights of the Agents/Trustees
thereunder to maintain, exercise, and enforce any applicable rights of indemnity, reimbursement,
or contribution, or subrogation or any other claim or entitlement, (d) permitting each Agent/Trustee
to perform any functions that are necessary to effectuate the immediately foregoing, including
appearing and being heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court;
(e) facilitating the amendment, reinstatement and combination of the Facility Agreement into the
Facility Agreement Amendments Documents, solely to the extent set forth in the Lock-Up
Agreement, (f) facilitating the issuance of New Money Notes, solely to the extent set forth in the
Lock-Up Agreement, (g) facilitating the issuance of the Exchange Notes, solely to the extent set
forth in the Lock-Up Agreement, (h) facilitating the amendment of the Senior Secured Term Loan
into the Amended Senior Secured Term Loan, on the terms set forth in the Senior Secured Term
Loan Consent Letter, (i) facilitating the issuance of the Noteholder Ordinary Shares, solely to the
extent set forth in the Lock-Up Agreement and (j) furthering any other purpose as set forth in the
Lock-Up Agreement, Restructuring Implementation Deed, and Transaction Documents.5
H. Effectuating Documents; Further Transactions
On and after the Effective Date, the Reorganized Debtors, and the officers and members of
the boards of directors and managers thereof, are authorized to and may issue, execute, deliver,
file, or record such contracts, Securities, instruments, releases, and other agreements or documents
and take such actions as may be necessary or appropriate to effectuate, implement, and further
evidence the terms and conditions of the Plan, the Transaction Documents, and the securities
issued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without the
need for any approvals, authorizations, or consents except for those expressly required under the
Plan.
I. Certain Securities Law Matters
5 For the avoidance of doubt, the Facility Agreement Documents shall not be cancelled, but shall be amended
in accordance with the Agreed Steps Plan and the Restructuring Implementation Deed.
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Except as described in the following paragraphs, the Debtors will rely on section 1145(a)
of the Bankruptcy Code to exempt from registration under the Securities Act the offer, issuance,
and Distribution of the Exchange Notes, the Noteholder Ordinary Shares and the New Money
Notes (other than the Backstopped Notes) issued pursuant to the Plan on account of Notes Claims.
The offering, issuance, and Distribution of such Exchange Notes, Noteholder Ordinary Shares and
the New Money Notes (other than the Backstopped Notes) pursuant to section 1145(a) of the
Bankruptcy Code shall be exempt from, among other things, the registration requirements of
section 5 of the Securities Act and any other applicable law requiring registration prior to the
offering, issuance, Distribution, or sale of Securities in accordance with, and pursuant to, section
1145 of the Bankruptcy Code. Such Exchange Notes, Noteholder Ordinary Shares and the New
Money Notes (other than the Backstopped Notes) will be freely tradable in the United States by
the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code
relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance
with applicable securities laws and any rules and regulations of the United States Securities and
Exchange Commission, if any, applicable at the time of any future transfer of such Securities or
instruments.
With respect to any Consenting Noteholder who signed the Lock-Up Agreement before the
filing of the Chapter 11 Cases with the Bankruptcy Court, the Debtors relied on section 4(a)(2) of
the Securities Act or Regulation S under the Securities Act for the offer of the Exchange Notes
and the Noteholder Ordinary Shares to be issued pursuant to the Plan on account of Notes Claims,
and the Debtors will rely on section 1145(a) of the Bankruptcy Code to exempt from registration
under the Securities Act the issuance and Distribution of such Exchange Notes and the Noteholder
Ordinary Shares. Such Exchange Notes and Noteholder Ordinary Shares will be freely tradable in
the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the
Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities
Act, and compliance with applicable securities laws and any rules and regulations of the United
States Securities and Exchange Commission, if any, applicable at the time of any future transfer
of such Securities or instruments.
The Debtors will rely on section 1145(a) of the Bankruptcy Code, section 4(a)(2) of the
Securities Act and Regulation S under the Securities Act, or any other available exemption from
registration under the Securities Act, as applicable, to exempt from registration under the Securities
Act the offer, issuance, and Distribution of the New Money Notes issued pursuant to the Plan,
which do not include any Backstopped Notes. Such Backstopped Notes will be “restricted
securities” subject to transfer restrictions under the U.S. federal securities laws if they are issued
to a U.S. person in accordance with the Backstop Agreement pursuant to section 4(a)(2) of the
Securities Act but will otherwise be issued pursuant to Regulation S (if they are issued to a non-
U.S. person outside of the United States in accordance with the Backstop Agreement). Such
Backstopped Notes may be resold, exchanged, assigned or otherwise transferred pursuant to
registration, or an applicable exemption from registration, under the Securities Act and other
applicable law.
J. Section 1146(a) Exemption
To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfers
(whether from a Debtor to a Reorganized Debtor or to any other Person) of property under the
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Plan, including: (a) the issuance, Distribution, transfer, or exchange of any debt, equity security,
or other interest in the Debtors or the Reorganized Debtors; (b) the Restructuring Transactions; (c)
the creation, modification, consolidation, termination, refinancing, or recording of any mortgage,
deed of trust, or other security interest, or the securing of additional indebtedness by such or other
means; (d) the making, assignment, or recording of any lease or sublease; (e) the grant of collateral
as security for any or all of the SSRCF, the Amended Senior Secured Term Loan, the Exchange
Notes, and the New Money Notes, if applicable; or (f) the making, delivery, or recording of any
deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan,
including any deeds, bills of sale, assignments, or other instrument of transfer executed in
connection with any transaction arising out of, contemplated by, or in any way related to the Plan,
shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or
similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial
Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental
assessment, and upon entry of the Combined Order, the appropriate state or local governmental
officials or agents shall forego the collection of any such tax or governmental assessment and
accept for filing and recordation any of the foregoing instruments or other documents without the
payment of any such tax, recordation fee, or governmental assessment. All filing or recording
officers (or any other Person with authority over any of the foregoing), wherever located and by
whomever appointed, shall comply with the requirements of section 1146 of the Bankruptcy Code,
shall forego the collection of any such tax or governmental assessment, and shall accept for filing
and recordation any of the foregoing instruments or other documents without the payment of any
such tax or governmental assessment.
K. Employee and Retiree Benefits
All compensation and benefits programs shall be assumed by the Reorganized Debtors and
shall remain in place as of the Effective Date, and the Reorganized Debtors will continue to honor
such agreements, arrangements, programs, and plans. For the avoidance of doubt, pursuant to
section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits
(as such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid
in accordance with applicable law.
L. Preservation of Causes of Action
In accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall
retain and may enforce all rights to commence and pursue any and all Causes of Action of the
Debtors, whether arising before or after the Petition Date, including any actions specifically
enumerated in the Schedule of Retained Causes of Action included in the Plan Supplement, and
the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be
preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action
released by the Debtors pursuant to the releases and exculpations contained in the Plan, including
in Article VIII of the Plan, which shall be deemed released and waived by the Debtors and
Reorganized Debtors as of the Effective Date.
The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance
with the best interests of the Reorganized Debtors. No Entity (other than the Consenting
Creditors) may rely on the absence of a specific reference in the Plan, the Plan Supplement,
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or the Disclosure Statement to any Cause of Action against it as any indication that the
Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action
of the Debtors against it. Except as specifically released under the Plan or pursuant to a Final
Order, the Debtors and the Reorganized Debtors expressly reserve all rights to prosecute
any and all Causes of Action against any Entity. Unless any Causes of Action of the Debtors
against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled
in the Plan or pursuant to a Final Order, the Reorganized Debtors expressly reserve all such Causes
of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of
res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or
otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the
Confirmation or Consummation.
The Reorganized Debtors reserve and shall retain the Causes of Action of the Debtors
notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter
11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code
and except as expressly waived, relinquished, exculpated, released, compromised, or settled in the
Plan or pursuant to a Final Order, any Causes of Action that a Debtor may hold against any Entity
shall vest in the Reorganized Debtors. The Reorganized Debtors shall have the exclusive right,
authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle,
compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to
do any of the foregoing, without the consent or approval of any third party or any further notice to
or action, order, or approval of the Bankruptcy Court.
For the avoidance of doubt, the Debtors and the Reorganized Debtors do not reserve any
Claims or Causes of Action that have been expressly released by the Debtors pursuant to the Debtor
Release (including, for the avoidance of doubt, Claims against the Consenting Creditors).
ARTICLE V
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
A. Assumption and Rejection of Executory Contracts and Unexpired Leases
On the Effective Date, except as otherwise provided herein, each Executory Contract and
Unexpired Lease shall be assumed and assigned to the applicable Reorganized Debtor in
accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy
Code, other than: (1) those that are identified on the Rejected Executory Contract and Unexpired
Lease List; (2) those that have been previously rejected by a Final Order; (3) those that are the
subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the
Confirmation Date; or (4) those that are subject to a motion to reject an Executory Contract or
Unexpired Lease pursuant to which the requested effective date of such rejection is after the
Effective Date. The Rejected Executory Contract and Unexpired Lease List shall be acceptable to
the Majority Participating Lenders and the Majority Core Noteholder Group and the Debtors shall
not seek to assume or reject Executory Contracts and Unexpired Leases, except with the prior
written consent (which may be provided through electronic mail) of the Majority Participating
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Lenders and the Majority Core Noteholder Group (which consent shall not be unreasonably
withheld).
Entry of the Combined Order by the Bankruptcy Court shall constitute an order approving
the assumption of the Lock-Up Agreement pursuant to sections 365 and 1123 of the Bankruptcy
Code and effective on the occurrence of the Effective Date. The Lock-Up Agreement shall be
binding and enforceable against the parties thereto in accordance with its terms. For the avoidance
of doubt, the assumption of the Lock-Up Agreement herein shall not otherwise modify, alter,
amend, or supersede any of the terms or conditions of such agreement including, without
limitation, any termination events or provisions thereunder. On the Effective Date, in accordance
with the Lock-Up Agreement, the Debtors shall pay to each Consent Fee Eligible Participating
Lender (x) the RCF Lock-Up Fee and (y) to the extent the RCF Forbearance Fee has not been paid
in accordance with the terms of the Lock-Up Agreement, the RCF Closing Fee, in each case,
calculated in the manner set forth in the Lock-Up Agreement. On the Effective Date, in accordance
with the Lock-Up Agreement, the Debtors shall pay to each (x) Consent Fee Eligible Consenting
Eurobond Noteholder the Eurobond Consent Fee, (y) Early Bird Eligible Consenting Eurobond
Noteholder the Early Bird Eurobond Consent Fee, (z) eligible Participating MTN Holder, the
Simple Majority MTN Consent Fee, or, the Enhanced Majority MTN Consent Fee in additional
Exchange Notes, in each case to the extent applicable in accordance with the terms of, and
calculated in the manner set forth in the Lock-Up Agreement.
Entry of the Combined Order by the Bankruptcy Court shall constitute a Final Order
approving the assumptions and assumptions and assignments of the Executory Contracts and
Unexpired Leases as set forth in the Plan and the rejections of the Executory Contracts and
Unexpired Leases as set forth in the Rejected Executory Contract and Unexpired Lease List,
pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory
Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the
Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and
Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court,
which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be
fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms
are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and
providing for its assumption under applicable federal law. Notwithstanding anything to the
contrary in the Plan, the Debtors, with the consent (which may be provided through electronic
mail) of the Majority Participating Lenders and the Majority Core Noteholder Group (which
consent shall not be unreasonably withheld), or the Reorganized Debtors, as applicable, reserve
the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired
Lease List identified in this Article V.A and in the Plan Supplement at any time through and
including 45 days after the Effective Date.
To the extent that any provision in any Executory Contract or Unexpired Lease assumed
or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent,
or is breached or deemed breached by, the assumption or assumption and assignment of such
Executory Contract or Unexpired Lease (including any “change of control” provision), then such
provision shall be deemed modified such that the transactions contemplated by the Plan shall not
entitle the Executory Contract or Unexpired Lease counterparty thereto to terminate such
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Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect
thereto.
B. Indemnification Obligations
On and after the Effective Date, the Indemnification Provisions will be assumed and
irrevocable and survive the Effective Date. None of the Debtors or the Reorganized Debtors, as
applicable, will take any action to amend or restate their respective governance documents before
or after the Effective Date to amend, augment, terminate, or adversely affect any of the Debtors’
or the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’,
officers’, managers’, employees’, or agents’ indemnification rights.
C. Claims Based on Rejection of Executory Contracts or Unexpired Leases
Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim
with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases,
pursuant to the Plan or the Combined Order, if any, must be Filed with the Bankruptcy Court
within 30 days after the later of (1) the Effective Date or (2) entry of an order of the Bankruptcy
Court (including the Combined Order) approving such rejection. Any Claims arising from the
rejection of an Executory Contract or Unexpired Lease not Filed with the Bankruptcy Court
within such time will be automatically disallowed, forever barred from assertion, and shall
not be enforceable against the Debtors or the Reorganized Debtors, the Estates, or their
property without the need for any objection by the Reorganized Debtors or further notice
to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim
arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed
fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a
Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’
Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and
shall be treated in accordance with Article III hereof.
D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed
The Debtors or the Reorganized Debtors, as applicable, shall pay Cures, if any, on the
Effective Date or as soon as reasonably practicable thereafter, with the amount and timing of
payment of any such Cure dictated by the Debtors ordinary course of business. Unless otherwise
agreed upon in writing by the parties to the applicable Executory Contract or Unexpired Lease, all
requests for payment of Cure that differ from the ordinary course amounts paid or proposed to be
paid by the Debtors or the Reorganized Debtors to a counterparty must be Filed with the Claims
and Noticing Agent on or before 30 days after the Effective Date. Any such request that is not
timely Filed shall be disallowed and forever barred, estopped, and enjoined from assertion, and
shall not be enforceable against any Reorganized Debtor, without the need for any objection by
the Reorganized Debtors or any other party in interest or any further notice to or action, order, or
approval of the Bankruptcy Court. Any Cure shall be deemed fully satisfied, released, and
discharged upon payment by the Debtors or the Reorganized Debtors of the Cure in the Debtors
ordinary course of business; provided that nothing herein shall prevent the Reorganized Debtors
from paying any Cure Amount despite the failure of the relevant counterparty to File such request
for payment of such Cure. The Reorganized Debtors also may settle any Cure Amount without
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any further notice to or action, order, or approval of the Bankruptcy Court. In addition, any
objection to the assumption of an Executory Contract or Unexpired Lease under the Plan must be
Filed with the Bankruptcy Court on or before 30 days after the Effective Date. Any such objection
will be scheduled to be heard by the Bankruptcy Court at the Debtors’ or Reorganized Debtors’,
as applicable, first scheduled omnibus hearing for which such objection is timely Filed. Any
counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the
proposed assumption of any Executory Contract or Unexpired Lease will be deemed to have
consented to such assumption.
If there is any dispute regarding any Cure, the ability of the Reorganized Debtors or any
assignee to provide “adequate assurance of future performance” within the meaning of section 365
of the Bankruptcy Code, or any other matter pertaining to assumption, then payment of Cure shall
occur as soon as reasonably practicable after entry of a Final Order resolving such dispute,
approving such assumption (and, if applicable, assignment), or as may be agreed upon by the
Debtors (with the consent of the Majority Participating Lenders and the Majority Core Noteholder
Group (not to be unreasonably withheld)) or the Reorganized Debtors, as applicable, and the
counterparty to the Executory Contract or Unexpired Lease.
Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or
otherwise and full payment of any applicable Cure pursuant to this Article V, in the amount and at
the time dictated by the Debtors’ ordinary course of business, shall result in the full release and
satisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetary, including
defaults of provisions restricting the change in control or ownership interest composition or other
bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at
any time prior to the effective date of assumption. Any and all Proofs of Claim based upon
Executory Contracts or Unexpired Leases that have been assumed in the Chapter 11 Cases,
including pursuant to the Combined Order, and for which any Cure has been fully paid pursuant
to this Article V, in the amount and at the time dictated by the Debtors’ ordinary course of business,
shall be deemed disallowed and expunged as of the Effective Date without the need for any
objection thereto or any further notice to or action, order, or approval of the Bankruptcy Court.
E. Insurance Policies
Each of the Insurance Policies are treated as Executory Contracts under the Plan. Unless
otherwise provided herein or in the Plan Supplement or any document related thereto, on the
Effective Date, (1) the Debtors shall be deemed to have assumed all Insurance Policies, and (2)
such Insurance Policies shall revest in the Reorganized Debtors. Nothing in the Plan, the Plan
Supplement, the Disclosure Statement, the Combined Order, or any other order of the Bankruptcy
Court (including any other provision that purports to be preemptory or supervening), (x) alters,
modifies, or otherwise amends the terms and conditions of (or the coverage provided by) any of
such Insurance Policies or (y) alters or modifies the duty, if any, that the Insurers pay Claims
covered by such Insurance Policies and their right to seek payment or reimbursement from the
Debtors (or after the Effective Date, the Reorganized Debtors) or draw on any collateral or security
therefor. For the avoidance of doubt, Insurers shall not need to nor be required to File or serve a
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Cure objection or a request, application, claim, Proof of Claim, or motion for payment and shall
not be subject to any claims bar date or similar deadline governing Cure Amounts or Claims.
The Debtors or the Reorganized Debtors, as applicable, shall not terminate or otherwise
reduce the coverage under any directors’ and officers’ Insurance Policies in effect prior to the
Effective Date, and any directors and officers of the Debtors who served in such capacity at any
time before or after the Effective Date shall be entitled, subject to and in accordance with the terms
and conditions of such Insurance Policy in all respects, to the full benefits of any such Insurance
Policy for the full term of such policy regardless of whether such directors or officers remain in
such positions after the Effective Date. For the avoidance of doubt, the directors’ and officers’
Insurance Policies shall revest in the Reorganized Debtors. Notwithstanding anything herein to the
contrary, the Debtors shall retain the ability to supplement such directors’ and officers’ insurance
policies as the Debtors deem necessary, including by purchasing any tail coverage (including,
without limitation, a tail policy).
F. Modifications, Amendments, Supplements, Restatements, or Other Agreements
Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that
is assumed shall include all modifications, amendments, supplements, restatements, or other
agreements that in any manner affect such Executory Contract or Unexpired Lease, and all
Executory Contracts and Unexpired Leases related thereto, if any, including all easements,
licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other
interests, unless any of the foregoing agreements has been previously rejected or repudiated or is
rejected or repudiated under the Plan.
Modifications, amendments, supplements, and restatements to prepetition Executory
Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11
Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired
Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith.
G. Reservation of Rights
Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the
Rejected Executory Contract and Unexpired Lease List, nor anything contained in the Plan, shall
constitute an admission by the Debtors that any such contract or lease is in fact an Executory
Contract or Unexpired Lease or that any of the Reorganized Debtors has any liability thereunder.
If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the
time of assumption or rejection, the Debtors, subject to the consent of the Majority Consenting
Creditors (which consent shall not be unreasonably withheld), or the Reorganized Debtors, as
applicable, shall have 30 days following entry of a Final Order resolving such dispute to alter its
treatment of such contract or lease under the Plan.
H. Nonoccurrence of Effective Date
In the event that the Effective Date does not occur, the Bankruptcy Court shall retain
jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired
Leases pursuant to section 365(d)(4) of the Bankruptcy Code.
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I. Contracts and Leases Entered into after the Petition Date
Notwithstanding anything contained herein (including any release, discharge, exculpation
or injunction provisions) or the Combined Order, contracts, agreements, instruments, Certificates,
leases and other documents entered into after the Petition Date by any Debtor, including any
Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by the
applicable Debtor or the Reorganized Debtors liable thereunder in the ordinary course of their
business. Accordingly, such contracts, agreements, instruments, certificates, leases and other
documents (including any assumed Executory Contracts and Unexpired Leases) will survive and
remain unaffected by the Plan (including the release, discharge, exculpation and injunction
provisions), the entry of the Combined Order and any other Definitive Documents.
ARTICLE VI
PROVISIONS GOVERNING DISTRIBUTIONS
A. Distributions on Account of Claims and Interests Allowed as of the Effective Date
Except as otherwise provided (i) herein, (ii) upon a Final Order, or (iii) in an agreement by
the Debtors or the Reorganized Debtors, as the case may be, and the Holder of the applicable Claim
or Interest, on the Effective Date or as reasonably practicable thereafter, the Distribution Agent
shall make initial Distributions under the Plan on account of Claims and Interests Allowed on or
before the Effective Date, subject to the Reorganized Debtors’ right to object to Claims and
Interests; provided, however, that (1) Allowed Administrative Claims with respect to liabilities
incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases or assumed
by the Debtors prior to the Effective Date shall be paid or performed in the ordinary course of
business in accordance with the terms and conditions of any controlling agreements, course of
dealing, course of business, or industry practice and (2) Allowed Priority Tax Claims shall be paid
in accordance with Article II.C of the Plan.
B. Rights and Powers of Distribution Agent
1. Powers of the Distribution Agent
The Distribution Agent shall be empowered to: (a) effect all actions and execute all
agreements, instruments, and other documents necessary to perform its duties under the Plan; (b)
make all Distributions contemplated hereby; (c) employ professionals to represent it with respect
to its responsibilities; and (d) exercise such other powers as may be vested in the Distribution
Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Distribution
Agent to be necessary and proper to implement the provisions hereof.
2. Expenses Incurred on or after the Confirmation Date
Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees
and expenses incurred by the Distribution Agent on or after the Confirmation Date (including
taxes) and any reasonable compensation and expense reimbursement claims (including reasonable
attorney fees and expenses) made by the Distribution Agent shall be paid in Cash by the
Reorganized Debtors.
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C. Special Rules for Distributions to Holders of Disputed Claims and Interests
Notwithstanding any provision otherwise in the Plan and except as otherwise agreed by the
relevant parties, unless as otherwise agreed to by the Debtors or set forth in an order of the
Bankruptcy Court: (a) no partial payments and no partial Distributions shall be made with respect
to a Disputed Claim or Interest until all such disputes in connection with such Disputed Claim or
Interest have been resolved by settlement or Final Order; provided, however, that if a portion of a
Claim is not Disputed, the Distribution Agent may make a partial Distribution based on such
portion of such Claim that is not Disputed; and (b) any Entity that holds both an Allowed Claim
or Interest and a Disputed Claim or Interest shall not receive any Distribution on the Allowed
Claim or Interest unless and until all objections to the Disputed Claim or Interest have been
resolved by settlement or Final Order or the Claims or Interests have been Allowed or expunged.
Any dividends or other Distributions arising from property distributed to Holders of Allowed
Claims or Interests, as applicable, in a Class and paid to such Holders under the Plan shall also be
paid, in the applicable amounts, to any Holder of a Disputed Claim or Interest, as applicable, in
such Class that becomes an Allowed Claim or Interest after the date or dates that such dividends
or other Distributions were earlier paid to Holders of Allowed Claims or Interests in such Class.
D. Delivery of Distributions
Except as otherwise provided herein (including, for the avoidance of doubt, as set forth in
the foregoing paragraph with respect to Distributions to Holders of RCF Claims and Notes
Claims), and notwithstanding any authority to the contrary, Distributions to Holders of Allowed
Claims, including Claims that become Allowed after the Effective Date, shall be made to Holders
of record as of the Effective Date by the Distribution Agent: (1) to the address of such Holder as
set forth in the books and records of the applicable Debtor (or if the Debtors have been notified in
writing, on or before the date that is 10 days before the Effective Date, of a change of address, to
the changed address); (2) in accordance with Federal Rule of Civil Procedure 4, as modified and
made applicable by Bankruptcy Rule 7004, if no address exists in the Debtors books and records,
no Proof of Claim has been Filed and the Distribution Agent has not received a written notice of
address or change of address on or before the date that is 10 days before the Effective Date; or (3)
on any counsel that has appeared in the Chapter 11 Cases on the Holder’s behalf. Notwithstanding
anything to the contrary in the Plan, including this Article VI.D of the Plan, the Debtors, the
Reorganized Debtors, and the Distribution Agent shall not incur any liability whatsoever on
account of any Distributions under the Plan, including for the avoidance of doubt, Distributions to
the Holding Period Trust.
1. Compliance Matters
In connection with the Plan, to the extent applicable, the Reorganized Debtors and the
Distribution Agent shall comply with all tax withholding and reporting requirements imposed on
them by any Governmental Unit, and all Distributions pursuant to the Plan shall be subject to such
withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary,
the Reorganized Debtors and the Distribution Agent shall be authorized to take all actions
necessary or appropriate to comply with such withholding and reporting requirements, including
liquidating a portion of the Distribution to be made under the Plan to generate sufficient funds to
pay applicable withholding taxes, withholding Distributions pending receipt of information
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necessary to facilitate such Distributions, or establishing any other mechanisms they believe are
reasonable and appropriate. The Reorganized Debtors reserve the right to allocate all Distributions
made under the Plan in compliance with all applicable wage garnishments, alimony, child support,
and other spousal awards, liens, and encumbrances.
2. Foreign Currency Exchange Rate
Except as otherwise provided in a Final Order, as of the Effective Date, any Claim asserted
in currency other than U.S. dollars shall, for the purposes of determining the amount of a
Distribution be automatically deemed converted to the equivalent U.S. dollar value using the
exchange rate for the applicable currency as displayed by Bloomberg L.P. or, if that rate is not
available, as published in The Wall Street Journal, National Edition, as of a date to be agreed by
the Debtors or the Reorganized Debtors, the Majority Participating Lenders, and the Majority Core
Noteholder Group.
3. Undeliverable, and Unclaimed Distributions
(a) Undeliverable Distributions. If any Distribution to a Holder of an Allowed
Claim or Interest is returned to the Distribution Agent as undeliverable, no
further Distributions shall be made to such Holder unless and until the
Distribution Agent is notified in writing of such Holder’s then-current
address or other necessary information for delivery, at which time all
currently due missed Distributions shall be made to such Holder on the next
Distribution Date. Undeliverable Distributions shall remain in the
possession of the Reorganized Debtors until such time as a Distribution
becomes deliverable, or such Distribution reverts to the Reorganized
Debtors or is cancelled pursuant to Article VI.D.(c) of the Plan, and shall
not be supplemented with any interest, dividends, or other accruals of any
kind.
(b) Reversion. Any Distribution under the Plan, other than with respect to the
Noteholder Ordinary Shares or Exchange Notes, that is an unclaimed
Distribution for a period of six months after Distribution shall be deemed
unclaimed property under section 347(b) of the Bankruptcy Code and such
unclaimed Distribution shall revest in the applicable Reorganized Debtor
and, to the extent such unclaimed Distribution is not Noteholder Ordinary
Shares or Exchange Notes, as applicable, shall be deemed cancelled. Upon
such revesting, the Claim or Interest of any Holder or its successors with
respect to such property shall be cancelled, discharged, and forever barred
notwithstanding any applicable federal or state escheat, abandoned, or
unclaimed property laws, or any provisions in any document governing the
Distribution that is an unclaimed Distribution, to the contrary.
(c) Noteholder Ordinary Shares / Exchange Notes. Noteholder Ordinary Shares
and Exchange Notes will be issued directly to any Holder of an Allowed
Notes Claim (or its Nominee(s)) that has confirmed its details (including
details of a securities account that is compatible with Euroclear Sweden) to
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the Distribution Agent by no later than the date falling 10 Business Days
prior to the Effective Date (or such other time and date as the Debtor and
the Majority Core Noteholder Group may agree). Any Holder of an Allowed
Notes Claim that has not confirmed its details by this date shall accept that
its pro rata share of the Noteholder Ordinary Shares and Exchange Notes
may instead be transferred to the Holding Period Trust.
If any Holder of an Allowed Notes Claim is unable, owing to fund
constitutional or binding governance reasons, to receive its pro rata share of
the Noteholder Ordinary Shares or Exchange Notes or to nominate a
Nominee to receive its pro rata share of the Noteholder Ordinary Shares or
Exchange Notes, such Noteholder Ordinary Shares or Exchange Notes may
be transferred to the Holding Period Trust. Any unclaimed Noteholder
Ordinary Shares or Exchange Notes held by the trustee at the end of such
fixed period shall be liquidated and the net proceeds held on trust for a
further fixed period for such Holder of an Allowed Notes Claim to claim.
Upon the expiry of the later fixed period, the trustee will deliver any
unclaimed proceeds to the Debtor.
4. Surrender of Cancelled Instruments or Securities
On the Effective Date, each Holder of a Certificate shall be deemed to have surrendered
such Certificate to the Distribution Agent. Such Certificate shall be cancelled solely with respect
to the Debtors (other than any Certificate that survives and is not cancelled pursuant to the Plan),
and such cancellation shall not alter the obligations or rights of any non-Debtor third parties visà-
vis one another with respect to such Certificate. Notwithstanding the foregoing paragraph, this
Article VI shall not apply to any Claims and Interests Reinstated pursuant to the terms of the Plan.
E. Claims Paid or Payable by Third Parties
1. Claims Paid by Third Parties
A Claim shall be reduced in full, and such Claim shall be disallowed without an objection
to such Claim having to be Filed and without any further notice to or action, order, or approval of
the Bankruptcy Court, to the extent that the Holder of such Claim receives payment in full on
account of such Claim from a party that is not a Debtor or Reorganized Debtor. To the extent a
Holder of a Claim receives a Distribution on account of such Claim and receives payment from a
party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shall
repay, return or deliver any Distribution held by or transferred to the Holder to the applicable
Reorganized Debtor to the extent the Holder’s total recovery on account of such Claim from the
third party and under the Plan exceeds the amount of such Claim as of the date of any such
Distribution under the Plan; provided that the foregoing shall not prejudice such third party’s rights
(including, for the avoidance of doubt, subrogation rights) with respect to the Debtors and the
Reorganized Debtors.
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2. Claims Payable by Insurance Carriers
No Distributions under the Plan shall be made on account of an Allowed Claim that is
payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claim
has exhausted all remedies with respect to such insurance policy. To the extent that one or more
of the Debtors’ Insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by a court
of competent jurisdiction), then immediately upon such Insurers’ agreement, such Claim may be
expunged to the extent of any agreed upon satisfaction on the Claims Register by the Claims and
Noticing Agent without a Claims objection having to be Filed and without any further notice to or
action, order, or approval of the Bankruptcy Court.
3. Applicability of Insurance Policies
Except as otherwise provided herein, Distributions to Holders of Allowed Claims shall be
in accordance with the provisions of an applicable insurance policy. Nothing contained in the Plan
shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may
hold against any other Entity, including Insurers under any policies of insurance, nor shall anything
contained herein constitute or be deemed a waiver by such Insurers of any defenses, including
coverage defenses, held by such Insurers.
F. Setoffs
Except as otherwise expressly provided for herein, each Reorganized Debtor, pursuant to
the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy
law, or as may be agreed to by the Holder of a Claim, may set off or recoup against any Allowed
Claim (other than an Allowed Claim held by a Consenting Creditor) and the Distributions to be
made pursuant to the Plan on account of such Allowed Claim (before any Distribution is made on
account of such Allowed Claim), any claims, rights, and Causes of Action of any nature that such
Debtor or Reorganized Debtor, as applicable, may hold against the Holder of such Allowed Claim,
to the extent such claims, rights, or Causes of Action against such Holder have not been otherwise
compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or
otherwise); provided, however, that neither the failure to effect such a setoff or recoupment nor the
allowance of any Claim pursuant to the Plan shall constitute a waiver or release by such
Reorganized Debtor of any such claims, rights, and Causes of Action that such Reorganized Debtor
may possess against such Holder; provided, further, that such Holder may contest any such set off
by a Reorganized Debtor in the Bankruptcy Court or any other court of competent jurisdiction. For
the avoidance of doubt, any such right of set off may be preserved by Filing a Proof of Claim
related to such right of set off prior to the Effective Date.
G. Allocation between Principal and Accrued Interest
Except as otherwise provided herein, the aggregate consideration paid to Holders with
respect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to the
principal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest, if
any, on such Allowed Claim accrued through the Effective Date.
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H. Minimum Distributions
No (a) fractional shares of Noteholder Ordinary Shares or (b) fractional New Money Notes
or Exchange Notes shall be distributed, and no Cash shall be distributed in lieu of such fractional
amounts. Whenever any payment or Distribution of a (a) fraction of a dollar or (b) fractional New
Money Note or Exchange Note under this Plan would otherwise be called for, such payment or
Distribution shall be rounded as follows: (x) fractions of one-half (½) or greater shall be rounded
to the next higher whole number; and (y) fractions of less than one-half (½) shall be rounded to
the next lower whole number with no further payment or Distribution therefore. The total number
of authorized New Money Notes, and/or Exchange Notes, as applicable, shall be adjusted as
necessary to account for the foregoing rounding, subject to any minimum denominations required
under the Exchange Notes or the New Money Notes, as the case may be.
Whenever any payment or Distribution of a fraction of a dollar or fractional share of
Noteholder Ordinary Shares under this Plan would otherwise be called for, the actual payment or
Distribution will reflect a rounding down of such fraction to the nearest whole dollar or share of
Noteholder Ordinary Shares, with half dollars and half shares of Noteholder Ordinary Shares or
less being rounded down.
ARTICLE VII
PROCEDURES FOR RESOLVING DISPUTED CLAIMS
A. Disputed Claims Generally
Notwithstanding section 502(a) of the Bankruptcy Code, and except as otherwise set forth
in the Plan or Combined Order, Holders of Claims, other than Claims arising from the rejection of
an Executory Contract or Unexpired Lease, need not File Proofs of Claim with the Bankruptcy
Court, and the Reorganized Debtors and Holders of Claims shall determine, adjudicate, and resolve
any disputes over the validity and amounts of such Claims as if the Chapter 11 Cases had not been
commenced. The Holders of Claims other than Claims arising from the rejection of an Executory
Contract or Unexpired Lease shall not be subject to any Claims resolution process in the
Bankruptcy Court. Except for Proofs of Claim in respect of Claims arising from the rejection of
an Executory Contract or Unexpired Lease, any Filed Claim, regardless of the time of filing, and
including Claims Filed after the Effective Date, shall be deemed withdrawn. From and after the
Effective Date, the Reorganized Debtors may satisfy, dispute, settle, or otherwise compromise any
Claim without approval of the Bankruptcy Court.
B. Objections to Claims
Except insofar as a Claim is Allowed under the Plan, the Debtors or the Reorganized
Debtors, as applicable, shall be entitled to object to Claims. After the Effective Date, the
Reorganized Debtors shall have and retain any and all rights and defenses that the Debtors had
with regard to any Claim or Interest. Any objections to Claims shall be served and Filed on or
before the later of (i) one (1) year after the Effective Date and (ii) such later date as may be fixed
by the Bankruptcy Court. The expiration of such period shall not limit or affect the Debtors’ or the
Reorganized Debtors’ rights to dispute Claims other than through an objection to a Claim or to
Proof of such Claim.
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C. Estimation of Claims
The Debtors or the Reorganized Debtors, as applicable, and subject to the consent of the
Majority Participating Lenders and the Majority Core Noteholder Group, not to be unreasonably
withheld, may (i) determine, resolve, and otherwise adjudicate all contingent, unliquidated, and
Disputed Claims in the Bankruptcy Court and (ii) at any time request that the Bankruptcy Court
estimate any contingent, unliquidated, or Disputed Claim pursuant to section 502(c) of the
Bankruptcy Code regardless of whether the Debtors previously objected to such Claim or whether
the Bankruptcy Court has ruled on any such objection. The Bankruptcy Court will retain
jurisdiction to estimate any Claim, including, without limitation, at any time during litigation
concerning any objection to any Claim or during the pendency of any appeal relating to any such
objection. In the event that the Bankruptcy Court estimates any contingent, unliquidated, or
Disputed Claim, the amount so estimated shall constitute either the Allowed amount of such Claim
or a maximum limitation on the Allowed amount of such Claim, as determined by the Bankruptcy
Court. If the estimated amount constitutes a maximum limitation on the Allowed amount of such
Claim, the Debtors or the Reorganized Debtors, as applicable, may pursue supplementary
proceedings to object to the allowance of such Claim.
D. Disallowance of Claims
Any Claims held by Entities from which property is recoverable under sections 542, 543,
550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under sections
522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemed
Disallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims may
not receive any Distributions on account of such Claims until such time as such Causes of Action
against that Entity have been settled or a Bankruptcy Court order with respect thereto has been
entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the
Debtors or the Reorganized Debtors.
E. No Distributions Pending Allowance
If an objection, motion to estimate, or other challenge to a Claim is Filed, no payment or
Distribution provided under the Plan shall be made on account of such Claim unless and until (and
only to the extent that) such Disputed Claim becomes an Allowed Claim.
F. Distributions after Allowance
To the extent that a Disputed Claim ultimately becomes an Allowed Claim, Distributions (if
any) shall be made to the Holder of such Allowed Claim in accordance with the provisions of the
Plan, including the treatment provisions provided in Article IV of the Plan.
G. Claim Resolution Procedures Cumulative
All of the Claims, objection, estimation, and resolution procedures in the Plan are intended
to be cumulative and not exclusive of one another. Claims may be estimated and subsequently
settled, compromised, withdrawn, or resolved in accordance with the Plan without further notice
or Bankruptcy Court approval.
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H. Single Satisfaction of Claims and Interests
In no case shall the aggregate value of all property received or retained under the Plan on
account of any Allowed Claim or Interest exceed 100 percent of the underlying Allowed Claim or
Interest plus applicable interest required to be paid hereunder, if any.
ARTICLE VIII
EFFECT OF CONFIRMATION OF THE PLAN
A. Discharge of Claims and Termination of Interests
Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise
specifically provided in the Plan or in any contract, instrument, or other agreement or
document created pursuant to the Plan, the Distributions, rights, and treatment that are
provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of
the Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever,
including any interest accrued on Claims or Interests from and after the Petition Date,
whether known or unknown, against, liabilities of, Liens on, obligations of, rights against,
and Interests in, the Debtors or any of their assets or properties, regardless of whether any
property shall have been distributed or retained pursuant to the Plan on account of such
Claims and Interests, including demands, liabilities, and Causes of Action that arose before
the Effective Date, any liability (including withdrawal liability) to the extent such Claims or
Interests relate to services performed by employees of the Debtors prior to the Effective Date
and that arise from a termination of employment, any contingent or non-contingent liability
on account of representations or warranties issued on or before the Effective Date, and all
debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in
each case whether or not: (a) a Proof of Claim based upon such debt or right is Filed or
deemed Filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Interest based
upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code;
or (c) the Holder of such a Claim or Interest has accepted the Plan. The Combined Order
shall be a judicial determination of the discharge of all Claims and Interests subject to the
occurrence of the Effective Date.
B. Release of Liens
Except as otherwise provided in or pursuant to the New Security Documents, the
Plan, the Combined Order, or any other contract, instrument, release, or other agreement
or document created pursuant to the Plan, on the Effective Date and concurrently with the
applicable Distributions made pursuant to the Plan and, in the case of a Secured Claim,
satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective
Date, except for Other Secured Claims that the Debtors elect to Reinstate in accordance with
Article III.B. hereof and any existing mortgages, deeds of trust, Liens, pledges, or other
security interests against any property of the Estates or the Debtors' affiliates for the benefit
of Holders of RCF Claims, all mortgages, deeds of trust, Liens, pledges, or other security
interests against any property of the Estates shall be fully released and discharged, and all
of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges,
or other security interests shall revert to the Reorganized Debtors and their successors and
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assigns, other than, for the avoidance of doubt, the Liens and security interests granted
pursuant to, or in connection with, the Facility Agreement Amendments Documents, the
Amended Senior Secured Term Loan Credit Agreement, the Notes Amendments Documents
or the Security Documents (as defined in the Notes Amendments Documents). Any Holder
of such Secured Claim (and the applicable agents for such Holder) shall be authorized and
directed, at the sole cost and expense of the Reorganized Debtors, to release any collateral or
other property of any Debtor (including any cash collateral and possessory collateral) held
by such Holder (and the applicable agents for such Holder), and to take such actions as may
be reasonably requested by the Reorganized Debtors to evidence the release of such Lien,
including the execution, delivery, and filing or recording of such releases. The presentation
or filing of the Combined Order to or with any federal, state, provincial, or local agency or
department shall constitute good and sufficient evidence of, but shall not be required to
effect, the termination of such Liens.
C. Releases by the Debtors
Except as otherwise specifically provided in the Plan or the Combined Order,
pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, as
of the Effective Date, each Released Party is deemed released and discharged by the Debtors,
the Reorganized Debtors, and their Estates from any and all Causes of Action, including any
Avoidance Actions and derivative claims asserted on behalf of the Debtors, that the Debtors,
the Reorganized Debtors, or their Estates would have been legally entitled to assert in their
own right (whether individually or collectively) or on behalf of the Holder of any Claim or
Cause of Action against, or Interest in, a Debtor or other Entity, whether known or unknown,
foreseen or unforeseen, asserted or unasserted, matured or unmatured, existing or hereafter
arising in law, equity, contract, tort, or otherwise, based on or relating to, or in any manner
arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court restructuring
efforts, intercompany transactions between or among the Debtors or between the Debtors
and their non-Debtor Affiliates, the Facility Agreement, the Facility Agreement Documents,
the Prepetition Finance Documents, the Chapter 11 Cases, the formulation, preparation,
dissemination, negotiation, or filing of the Lock-Up Agreement, the Disclosure Statement,
the Definitive Documents, the Facility Agreement Amendments Documents, the Notes
Amendments Documents, the New Money Documents, the New Security Documents, the
Rights Offering Documents, the Restructuring Implementation Deed, the Plan, or any
Restructuring Transaction, contract, instrument, release, or other agreement or document
created or entered into in connection with the Lock-Up Agreement, the Disclosure
Statement, the Definitive Documents, the Facility Agreement Amendments Documents, the
Notes Amendments Documents, the New Money Documents, the New Security Documents,
the Rights Offering Documents or the Plan, the filing of the Chapter 11 Cases, the pursuit of
Confirmation, the pursuit of Consummation, the administration and implementation of the
Plan, including the issuance or Distribution of Securities pursuant to the Plan, or the
Distribution of property under the Plan, the Lock-Up Agreement, or any other related
agreement, or upon any other act or omission, transaction, agreement, event, or other
occurrence taking place on or before the Effective Date. Notwithstanding anything to the
contrary in the foregoing, the releases set forth above do not release (i) any post-Effective
Date obligations of any party or Entity under the Plan, the Lock-Up Agreement, the
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Restructuring Implementation Deed, the Rights Offering Documents (including the
Backstop Agreement), the Notes Amendments Documents, the New Money Documents, the
New Security Documents, the Definitive Documents, the Facility Agreement Amendments
Documents, or any Restructuring Transaction, or any document, instrument, or agreement
(including those set forth in the Plan Supplement) executed to implement the Plan, (ii) any
Causes of Action specifically retained by the Debtors pursuant to the Schedule of Retained
Causes of Action, (iii) any Cause of Action that is judicially determined by a Final Order to
have constituted actual fraud, willful misconduct gross negligence of an Entity other than a
Debtor, (iv) any Cause of Action against a Released Party arising from any obligations owed
to or by the Debtors pursuant to an Executory Contract or Unexpired Lease that is not
otherwise rejected by the Debtors pursuant to section 365 of the Bankruptcy Code before,
after, or as of the Effective Date, (v) any Cause of Action that is of a commercial nature and
arising in the ordinary course of business, such as accounts receivable and accounts payable
on account of goods and services being performed, or (vi) any Cause of Action against a
Holder of a Disputed Claim to the extent necessary to administer and resolve such Disputed
Claim solely in accordance with the Plan.
D. Releases by Holders of Claims and Interests
Except as otherwise specifically provided in the Plan or the Combined Order, as of
the Effective Date, each Releasing Party is deemed to have released and discharged each
Debtor, Reorganized Debtor, and Released Party from any and all Causes of Action, whether
known or unknown, foreseen or unforeseen, asserted or unasserted, matured or unmatured,
existing or hereafter arising in law, equity, contract, tort, or otherwise, including any
derivative claims asserted on behalf of the Debtors, that such Entity would have been legally
entitled to assert (whether individually or collectively), based on or relating to, or in any
manner arising from, in whole or in part, the Debtors, the Debtors’ in- or out-of-court
restructuring efforts, intercompany transactions between or among the Debtors or between
the Debtors and their non-Debtor Affiliates, the Facility Agreement, the Facility Agreement
Documents, the Prepetition Finance Documents, the Chapter 11 Cases, the formulation,
preparation, dissemination, negotiation, or filing of the Lock-Up Agreement, the Disclosure
Statement, the Definitive Documents, the Facility Agreement Amendments Documents, the
Notes Amendments Documents, the New Money Documents, the New Security Documents,
the Rights Offering Documents, the Restructuring Implementation Deed, the Plan, or any
Restructuring Transaction, contract, instrument, release, or other agreement or document
created or entered into in connection with the Lock-Up Agreement, the Disclosure
Statement, the Definitive Documents, the Facility Agreement Amendments Documents, the
Notes Amendments Documents, the New Money Documents, the New Security Documents,
the Rights Offering Documents, or the Plan, the filing of the Chapter 11 Cases, the pursuit
of Confirmation, the pursuit of Consummation, the administration and implementation of
the Plan, including the issuance or Distribution of Securities pursuant to the Plan, or the
Distribution of property under the Plan, or the Lock-Up Agreement. Notwithstanding
anything to the contrary in the foregoing, the releases set forth above do not release (i) any
post-Effective Date obligations of any party or Entity under the Plan, any Restructuring
Transaction, the Lock-Up Agreement, the Restructuring Implementation Deed, the Rights
Offering Documents (including the Backstop Agreement), the Notes Amendments
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Documents, the New Money Documents, the New Security Documents, the Definitive
Documents, the Facility Agreement Amendments Documents, or any other document,
instrument, or agreement (including those set forth in the Plan Supplement) executed to
implement the Plan, (ii) any Causes of Action specifically retained by the Debtors pursuant
to the Schedule of Retained Causes of Action, (iii) any Cause of Action that is judicially
determined by a Final Order to have constituted actual fraud, willful misconduct, or gross
negligence, (iv) any Cause of Action against a Released Party arising from any obligations
owed to or by the Debtors pursuant to an Executory Contract or Unexpired Lease that is not
otherwise rejected by the Debtors pursuant to section 365 of the Bankruptcy Code before,
after, or as of the Effective Date, (v) any Cause of Action that is of a commercial nature and
arising in the ordinary course of business, such as accounts receivable and accounts payable
on account of goods and services being performed, or (vi) any Cause of Action against a
Holder of a Disputed Claim to the extent necessary to administer and resolve such Disputed
Claim solely in accordance with the Plan.
E. Exculpation
Except as otherwise expressly provided in the Plan or the Combined Order, to the
fullest extent permitted by applicable law, no Exculpated Party shall have or incur, and each
Exculpated Party is released and exculpated from any and all Causes of Action arising from
the Petition Date to the Effective Date whether known or unknown, foreseen or unforeseen,
asserted or unasserted, matured or unmatured, existing or hereafter arising in law, equity,
contract, tort or otherwise, for any claim related to any act or omission in connection with,
relating to, or arising out of the Debtors, the Debtors’ in- or out-of-court restructuring
efforts, intercompany transactions between or among the Debtors or between the Debtors
and their non-Debtor Affiliates, the Facility Agreement, the Prepetition Finance Documents,
the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of
the Lock-Up Agreement, the Disclosure Statement, the Definitive Documents, the Facility
Agreement Amendments Documents, the Notes Amendments Documents, the New Money
Documents, the New Security Documents, the Rights Offering Documents, the Restructuring
Implementation Deed, the Plan, or any Restructuring Transaction, contract, instrument,
release, or other agreement or document created or entered into in connection with the Lock-
Up Agreement, the Disclosure Statement, the Definitive Documents, the Facility Agreement
Amendments Documents, the Notes Amendments Documents, the New Money Documents,
the New Security Documents, the Plan, the filing of the Chapter 11 Cases, the pursuit of
Confirmation, the pursuit of Consummation, the administration and implementation of the
Plan, including the issuance of Securities pursuant to the Plan, or the Distribution of
property under the Plan, the Lock-Up Agreement, or any other related agreement, except
for claims related to any act or omission that is determined in a Final Order to have
constituted actual fraud, willful misconduct, or gross negligence, but in all respects such
Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their
duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon
completion of the Plan shall be deemed to have, participated in good faith and in compliance
with the applicable laws with regard to the solicitation of votes and Distribution of
consideration pursuant to the Plan and, therefore, are not, and on account of such
Distributions shall not be, liable at any time for (i) any post-Effective Date obligations of any
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party or Entity under the Plan, any Restructuring Transaction, the Lock-Up Agreement, the
Restructuring Implementation Deed, or any document, instrument, or agreement (including
those set forth in the Plan Supplement) executed to implement the Plan, (ii) any Causes of
Action specifically retained by the Debtors pursuant to the Schedule of Retained Causes of
Action, (iii) any Cause of Action (other than a Cause of Action against the Debtors, the
Reorganized Debtors, or any Related Party of the Debtors) unknown to such Exculpated
Party as of the Effective Date that arises out of actual fraud or gross negligence of an Entity
other than such Exculpated Party, or (iv) the violation of any applicable law, rule, or
regulation governing the solicitation of acceptances or rejections of the Plan or such
Distributions made pursuant to the Plan.
F. Injunction
Upon entry of the Combined Order, all Persons and Entities shall be enjoined from
taking any actions to interfere with the implementation or consummation of this Plan or the
vesting of the Estates’ assets in, and the enjoyment of such assets by, the Reorganized Debtors
pursuant to this Plan.
Except as otherwise specifically provided in the Plan or for obligations issued or
required to be paid pursuant to the Plan or the Combined Order, all Entities who have held,
hold, or may hold claims or interests that have been released, discharged, or are subject to
exculpation are permanently enjoined, from and after the Effective Date, from taking any of
the following actions (collectively, the “Covered Matters”) against, as applicable, the Debtors,
the Reorganized Debtors, the Exculpated Parties, or the Released Parties (the “Covered
Entities”): (a) commencing or continuing in any manner any action or other proceeding of
any kind on account of or in connection with or with respect to any such claims or interests;
(b) enforcing, attaching, collecting, or recovering by any manner or means any judgment,
award, decree, or order against such Entities on account of or in connection with or with
respect to any such claims or interests; (c) creating, perfecting, or enforcing any
encumbrance of any kind against such Entities or the property or the estates of such Entities
on account of or in connection with or with respect to any such claims or interests; (d)
asserting any right of setoff, subrogation, or recoupment of any kind against any obligation
due from such Entities or against the property of such Entities on account of or in connection
with or with respect to any such claims or interests unless such Holder has Filed a motion
requesting the right to perform such setoff on or before the Effective Date, and
notwithstanding an indication of a claim or interest or otherwise that such Holder asserts,
has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and
(e) commencing or continuing in any manner any action or other proceeding of any kind on
account of or in connection with or with respect to any such claims or interests released or
settled pursuant to the Plan.
With respect to any Covered Entity, no Entity or Person may commence or continue
any action, employ any process, or take any other act to pursue, collect, recover or offset any
Claim, Interest, debt, obligation, or Cause of Action relating or reasonably likely to relate to
any act or commission in connection with, relating to, or arising out of a Covered Matter
(including one that alleges the actual fraud, gross negligence, or willful misconduct of a
Covered Entity), unless expressly authorized by the Bankruptcy Court after (1) it
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determines, after a notice and a hearing, such Claim, Interest, debt, obligation, or Cause of
Action is colorable and (2) it specifically authorizes such Entity or Person to bring such
Claim or Cause of Action. The Bankruptcy Court shall have sole and exclusive jurisdiction
to determine whether any such Claim, Interest, debt, obligation or Cause of Action is
colorable and, only to the extent legally permissible and as provided for in Article XI, shall
have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation,
or Cause of Action.
G. Reimbursement or Contribution
If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity
pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is
contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed
and expunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the
Confirmation Date: (1) such Claim has been adjudicated as non-contingent; or (2) the relevant
Holder of a Claim has Filed a Proof of Claim on account of such Claim and a Final Order has been
entered prior to the Confirmation Date determining such Claim as no longer contingent.
ARTICLE IX
CONDITIONS PRECEDENT TO THE EFFECTIVE DATE
A. Conditions Precedent to the Effective Date
It shall be a condition to the Effective Date that the following conditions shall have been
satisfied, in a manner reasonably acceptable to the Majority Core Noteholder Group and the
Majority Participating Lenders, or waived pursuant to Article IX.B of the Plan:
1. the Combined Order in form and substance acceptable to the Majority Core
Noteholder Group and the Majority Participating Lenders shall be a Final Order ;
2. the Transaction Documents and the New Security Documents, shall be in form and
substance acceptable to the Majority Core Noteholder Group and the Majority
Participating Lenders (with all conditions precedent thereto having been satisfied
or waived, other than the occurrence of the Effective Date and those conditions
precedent that are expected to occur on the Effective Date);
3. the Backstop Agreement shall remain in full force and effect and shall not have
terminated pursuant to its terms;
4. the Rights Offering shall have been conducted, in all material respects, in
accordance with the Rights Offering Procedures;
5. issuance of the Noteholder Ordinary Shares (with all conditions precedent thereto
having been satisfied or waived, other than the occurrence of the Effective Date),
in each case, in accordance with the Plan, the Lock-Up Agreement, and the
Restructuring Implementation Deed;
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6. all conditions precedent to the issuance of the Exchange Notes have been satisfied
or waived, other than the occurrence of the Effective Date and those conditions
precedent that are expected to occur on the Effective Date, in each case, in
accordance with the Plan, the Lock-Up Agreement, and the Restructuring
Implementation Deed;
7. all conditions precedent to the issuance of the New Money Notes have been
satisfied or waived, other than the occurrence of the Effective Date and those
conditions precedent that are expected to occur on the Effective Date, in each case,
in accordance with the Plan, the Lock-Up Agreement, and the Restructuring
Implementation Deed;
8. all conditions precedent to the effectiveness of the SSRCF have been satisfied or
waived, other than the occurrence of the Effective Date and those conditions
precedent that are expected to occur on the Effective Date, in each case, in
accordance with the Plan, the Lock-Up Agreement, and the Restructuring
Implementation Deed;
9. all other applicable Definitive Documents shall be in form and substance acceptable
to the Majority Core Noteholder Group and the Majority Participating Lenders
(with all conditions precedent thereto having been satisfied or waived, other than
the occurrence of the Effective Date and those conditions precedent that are
expected to occur on the Effective Date);
10. the establishment and funding of the Professional Fee Escrow Account;
11. payment of all fees, costs and expenses required to be paid under the Lock-Up
Agreement, the Backstop Agreement, and the other Transaction Documents and in
accordance with the Lock-Up Agreement, including the Restructuring Expenses (to
the extent not already paid);
12. the Swedish Reorganisation Plan Confirmation shall have occurred and shall be a
Final Order;
13. the Agreed Steps Plan and evidence that steps and transactions referred to therein
as steps/transactions to be undertaken on or prior to the Effective Date shall have
been or will be duly completed to the satisfaction of the Majority Core Noteholder
Group and the Majority Participating Lenders in accordance with the Plan, the
Lock-Up Agreement, and the Restructuring Implementation Deed;
14. all payments in Cash due pursuant to the Treatment in Class 3 and pursuant to the
Treatment in Class 5 shall have been paid in full in Cash;
15. all requisite governmental authorities and third parties will have approved or
consented to the Restructuring Transactions and any applicable waiting period
under applicable law (including with respect to antitrust laws) shall have expired,
in either case, to the extent required;
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16. no court of competent jurisdiction or other competent governmental or regulatory
authority shall have issued any order making illegal or otherwise preventing or
prohibiting the consummation of any Restructuring Transactions;
17. the Debtors shall have implemented the Restructuring Transactions and all
transactions contemplated by, and in accordance with, the Lock-Up Agreement, the
Agreed Steps Plan, the Restructuring Implementation Deed, and the Plan; and
18. either:
i) the Lock-Up Agreement shall not have been terminated and shall remain in full force
and effect; or
ii)
(a) on or before May 30, 2025 the Debtors shall have delivered the Swedish RP
Certificate to the Consenting Creditors;
(b) the Lock-Up Agreement shall not have been terminated other than pursuant to
clause 8.1(b) (Automatic Termination) of the Lock-Up Agreement and such
termination shall have occurred not more than 122 days before the Effective
Date; and
(c) the Company shall have delivered to the Consenting Creditors a LUA
Compliance Certificate;
(d) no event or circumstance has occurred which (with the expiry of any grace
period, the giving of any notice or any combination of the foregoing) would
have resulted in a termination right arising in favor of (i) the Majority Core
Noteholder Group or the Majority Participating Lenders under paragraphs (c)
to (e) of Clause 8.3 (Voluntary termination) or 8.5 (Termination by
Participating Lenders with respect to Participating Lenders only) of the Lock-
Up Agreement or (ii) the Majority Participating Lenders or the Majority
Consenting Noteholders under paragraph (f) of Clause 8.3 (Voluntary
termination) of the Lock-Up Agreement (in each case, as if it had not already
terminated) and none of the Majority Core Noteholder Group, the Majority
Participating Lenders nor the Majority Consenting Noteholders have delivered
notice to the Company confirming that it or they would have terminated the
Lock-Up Agreement on the basis of such event or circumstance if the Lock-Up
Agreement had still been in full force and effect; and
(e) neither the Majority Core Noteholder Group nor the Majority Participating
Lenders have delivered an Effective Date Failed CP Notice to the Company.
B. Waiver of Conditions Precedent
The Debtors, with the prior written consent (which may be provided through electronic
mail) of the Majority Core Noteholder Group and the Majority Participating Lenders, may waive
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any of the conditions to the Effective Date set forth in Article IX.A of the Plan at any time or as
otherwise provided in the Lock-Up Agreement without any notice to any other parties in interest
and without any further notice to or action, order, or approval of the Bankruptcy Court, and without
any formal action other than proceeding to confirm and consummate the Plan. The failure of the
Debtors or Reorganized Debtors, as applicable, or the Consenting Creditors to exercise any of the
foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be
deemed an ongoing right, which may be asserted at any time.
ARTICLE X
MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN
A. Modification of Plan
Subject to the limitations and terms contained in the Plan, the Debtors reserve the right to
(1) amend or modify the Plan before the entry of the Combined Order consistent with the terms
set forth herein, in accordance with the Bankruptcy Code and the Bankruptcy Rules; and (2) after
the entry of the Combined Order, the Debtors or the Reorganized Debtors, as applicable, may,
upon order of the Bankruptcy Court, amend or modify the Plan, in accordance with section 1127(b)
of the Bankruptcy Code, subject to the Lock-Up Agreement, to remedy any defect or omission, or
reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the
purpose and intent of the Plan consistent with the terms set forth herein, in each case set forth in
the preceding clauses (1) and (2) with the prior written consent (which may be provided through
electronic mail) of the Majority Consenting Creditors. The Debtors must give counsel to the
Consenting Creditors (or, if a Consenting Creditor does not have counsel, to such Consenting
Creditor) at least five (5) Business Days’ advance notice, or otherwise as much notice as is
reasonably practicable, prior to withdrawing the Plan.
B. Effect of Confirmation on Modifications
Entry of the Combined Order shall constitute approval of all modifications to the Plan
occurring after the solicitation thereof pursuant to section 1127(a) of the Bankruptcy Code and a
finding that such modifications to the Plan do not require additional disclosure or resolicitation
under Bankruptcy Rule 3019.
C. Withdrawal of Plan
The Debtors reserve the right, subject to the terms of the Lock-Up Agreement and the
approval rights of the parties set forth therein, to revoke or withdraw the Plan with respect to any
or all Debtors before the Confirmation Date and to File subsequent chapter 11 plans. If the Debtors
revoke or withdraw the Plan, or if Confirmation or the Effective Date does not occur, then: (1) the
Plan will be null and void in all respects; (2) any settlement or compromise embodied in the Plan,
assumption or rejection of Executory Contracts or Unexpired Leases effectuated by the Plan, and
any document or agreement executed pursuant hereto will be null and void in all respects; and (3)
nothing contained in the Plan shall (a) constitute a waiver or release of any Claims, Interests, or
Causes of Action by any Entity, (b) prejudice in any manner the rights of any Debtor or any other
Entity, or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by any
Debtor or any other Entity; provided, however, that all provisions of the Lock-Up Agreement that
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survive the termination of these agreements (each, according to its terms) shall remain in effect in
accordance with the terms thereof.
ARTICLE XI
RETENTION OF JURISDICTION
Notwithstanding the entry of the Combined Order and the occurrence of the Effective Date,
the Bankruptcy Court shall retain jurisdiction over all matters arising out of, or related to, the
Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code,
which shall be exclusive jurisdiction within the territorial jurisdiction of the United States,
including jurisdiction to:
1. subject to Article VII.A of the Plan, allow, disallow, determine, liquidate, classify,
estimate, or establish the priority, secured or unsecured status, or amount of any
Claim or Interest, including the resolution of any request for payment of any Claim
or Interest and the resolution of any and all objections to the secured or unsecured
status, priority, amount, or allowance of Claims or Interests;
2. decide and resolve all matters related to the granting and denying, in whole or in
part, any applications for allowance of compensation or reimbursement of expenses
to Professionals authorized pursuant to the Bankruptcy Code or the Plan;
3. resolve any matters related to Executory Contracts or Unexpired Leases, including:
(a) the assumption or assumption and assignment of any Executory Contract or
Unexpired Lease to which a Debtor is party or with respect to which a Debtor may
be liable and to hear, determine, and, if necessary, liquidate, any Cure or Claims
arising therefrom, including pursuant to section 365 of the Bankruptcy Code; (b)
any potential contractual obligation under any Executory Contract or Unexpired
Lease that is assumed; and (c) any dispute regarding whether a contract or lease is
or was executory or expired;
4. ensure that Distributions to Holders of Allowed Claims are accomplished pursuant
to the provisions of the Plan and adjudicate any and all disputes arising from or
relating to Distributions under the Plan;
5. adjudicate, decide, or resolve any motions, adversary proceedings, contested or
litigated matters, and any other matters, and grant or deny any applications
involving a Debtor that may be pending on the Effective Date;
6. enter and implement such orders as may be necessary or appropriate to execute,
implement, or consummate the provisions of (a) contracts, instruments, releases,
indentures, and other agreements or documents approved by Final Order in the
Chapter 11 Cases and (b) the Plan, the Combined Order, and contracts, instruments,
releases, indentures, and other agreements or documents created in connection with
the Plan;
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7. enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a)
of the Bankruptcy Code;
8. grant any consensual request to extend the deadline for assuming or rejecting
Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code;
9. issue injunctions, enter and implement other orders, or take such other actions as
may be necessary or appropriate to restrain interference by any Entity with
Consummation or enforcement of the Plan;
10. hear, determine, and resolve any cases, matters, controversies, suits, disputes, or
Causes of Action in connection with or in any way related to the Chapter 11 Cases,
including: (a) with respect to the repayment or return of Distributions and the
recovery of additional amounts owed by the Holder of a Claim or an Interest for
amounts not timely repaid pursuant to Article VI of the Plan; (b) with respect to the
releases, injunctions, and other provisions contained in Article VIII of the Plan,
including entry of such orders as may be necessary or appropriate to implement
such releases, injunctions, and other provisions; (c) that may arise in connection
with the Consummation, interpretation, implementation, or enforcement of the Plan
and the Combined Order; or (d) related to section 1141 of the Bankruptcy Code;
11. decide and resolve all matters related to the issuance of the Noteholder Ordinary
Shares and the New Money Notes and the execution of the Transaction Documents;
12. enter and implement such orders as are necessary or appropriate if the Combined
Order is for any reason modified, stayed, reversed, revoked, or vacated;
13. consider any modifications of the Plan, to cure any defect or omission, or to
reconcile any inconsistency in any Bankruptcy Court order, including the
Combined Order;
14. hear and determine matters concerning state, local, and federal taxes in accordance
with sections 346, 505, and 1146 of the Bankruptcy Code;
15. enter an order or Final Decree concluding or closing the Chapter 11 Cases;
16. enforce all orders previously entered by the Bankruptcy Court; and
17. hear and determine any other matters related to the Chapter 11 Cases and not
inconsistent with the Bankruptcy Code or title 28 of the United States Code.
provided, in each case, that the Bankruptcy Court shall not retain jurisdiction over matters arising
from agreements or documents (or performance under agreements or documents) contained in the
Plan Supplement or any Definitive Documents, in each case, that have a jurisdictional, forum
selection, or dispute resolution clause that refers matters to or permits a Person to bring actions
before a different court or forum, and any matters arising from agreements or documents (or
performance under any agreements or documents) contained in the Plan Supplement or any other
Definitive Documents that contain such clauses shall be governed in accordance with the
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provisions of such agreements or documents; provided, further, that if the Bankruptcy Court
abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction
over any matter arising in, arising under, or related to the Chapter 11 Cases, the provisions of this
Article XI shall have no effect upon and shall not control, prohibit, or limit the exercise of
jurisdiction by any other court having jurisdiction with respect to such matter.
ARTICLE XII
MISCELLANEOUS PROVISIONS
A. Immediate Binding Effect
Notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the
occurrence of the Effective Date, the terms of the Plan shall be immediately effective and
enforceable and deemed binding upon the Debtors, the Reorganized Debtors, and any and all
Holders of Claims or Interests (irrespective of whether such Claims or Interests are deemed to have
accepted the Plan), all Entities that are parties to or are subject to the settlements, compromises,
releases, discharges, exculpations, and injunctions described in the Plan, each Entity acquiring
property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired
Leases with the Debtors. All Claims against and Interests in the Debtors shall be as fixed, adjusted,
or compromised, as applicable, pursuant to the Plan regardless of whether any Holder of a Claim
or Interest has voted on the Plan.
B. Additional Documents
On or before the Effective Date, the Debtors may File with the Bankruptcy Court such
agreements and other documents as may be necessary or appropriate to effectuate and further
evidence the terms and conditions of the Plan; provided, however, that such agreements and other
documents shall be consistent in all material respects with the terms and conditions of the Lock-
Up Agreement, including the condition that such agreements and other documents shall be in form
and substance reasonably acceptable to the Majority Participating Lenders and the Majority Core
Noteholder Group. The Debtors or the Reorganized Debtors, as applicable, and all Holders of
Claims and Interests receiving Distributions pursuant to the Plan and all other parties in interest
shall, from time to time, prepare, execute, and deliver any agreements or documents and take any
other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.
C. Payment of Statutory Fees
Prior to the Effective Date, the Debtors shall pay all fees due and payable pursuant to 28
U.S.C. § 1930(a)(6) and shall File monthly reports in a form reasonably acceptable to the U.S.
Trustee. On or after the Effective Date, the Reorganized Debtors shall pay any and all fees when
due and payable, and shall File with the Bankruptcy Court quarterly reports in a form reasonably
acceptable to the U.S. Trustee. Each Reorganized Debtor shall remain obligated to pay all fees to
the U.S. Trustee until the applicable Debtor’s Chapter 11 Case is closed.
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D. Reservation of Rights
Except as expressly set forth herein, the Plan shall have no force or effect unless the
Bankruptcy Court shall enter the Combined Order. None of the filing of the Plan, any statement
or provision contained in the Plan, including the amounts set forth in Article III.D, or the taking
of any action by any Debtor or any party in interest with respect to the Plan, the Disclosure
Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any
rights of any party in interest prior to the Effective Date.
E. Successors and Assigns
The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be
binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign,
Affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian, if any, of each
such Entity.
F. Service of Documents
After the Effective Date, any pleading, notice, or other document required by the Plan to
be served on or delivered to the Reorganized Debtors shall be served on:
Reorganized Debtors Intrum AB
Riddargatan 10
Stockholm, Sweden 11435
Attention: Niklas Lundquist
Counsel to Debtors Porter Hedges LLP
1000 Main St., 36th
Houston, TX 77002
Attn.: John F. Higgins (jhiggins@porterhedges.com)
Milbank LLP
55 Hudson Yards
New York, New York 10001
Attn.: Dennis F. Dunne (ddunne@milbank.com)
Jaimie Fedell (jfedell@milbank.com)
Counsel to Consenting Noteholders
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
Attn.: Adam J. Goldberg (adam.goldberg@lw.com)
Ebba Gebisa (ebba.gebisa@lw.com)
Brian S. Rosen (brian.rosen@lw.com)
Thomas Fafara (thomas.fafara@lw.com)
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Counsel to the RCF SteerCo Group Clifford Chance US LLP
Two Manhattan West
375 9th Avenue
New York, NY 10001
Maja Zerjal Fink (maja.zerjalfink@cliffordchance.com)
Robert Johnson (robert.johnson@cliffordchance.com)
Madelyn Nicolini (madelyn.nicolini@cliffordchance.com)
United States Trustee Office of the United States Trustee
for the Southern District of Texas
515 Rusk Street, Suite 3516
Houston, Texas 77002
G. Term of Injunctions or Stays
Unless otherwise provided herein or in the Combined Order, all injunctions or stays
in effect in the Chapter 11 Cases (pursuant to sections 105 or 362 of the Bankruptcy Code or
any order of the Bankruptcy Court) and existing on the Confirmation Date (excluding any
injunctions or stays contained in the Plan or the Combined Order) shall remain in full force
and effect until the Effective Date. All injunctions or stays contained in the Plan or the
Combined Order shall remain in full force and effect in accordance with their terms.
H. Entire Agreement
Except as otherwise indicated, and without limiting the effectiveness of the Lock-Up
Agreement, the Plan supersedes all previous and contemporaneous negotiations, promises,
covenants, agreements, understandings, and representations on such subjects, all of which have
become merged and integrated into the Plan.
I. Plan Supplement
All exhibits and documents included in the Plan Supplement are incorporated into and are
a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed,
copies of such exhibits and documents shall be made available upon written request to the Debtors’
counsel at the address above or by downloading such exhibits and documents from
https://cases.ra.kroll.com/IntrumAB or the Bankruptcy Court’s website at
www.txs.uscourts.gov/bankruptcy. Unless otherwise ordered by the Bankruptcy Court, to the
extent any exhibit or document in the Plan Supplement is inconsistent with the terms of any part
of the Plan that does not constitute the Plan Supplement, such part of the Plan that does not
constitute the Plan Supplement shall control.
J. Non-Severability
If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court
to be invalid, void, or unenforceable, the Bankruptcy Court, at the request of the Debtors, shall
have the power to alter and interpret such term or provision to make it valid or enforceable to the
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maximum extent practicable, consistent with the original purpose of the term or provision held to
be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered
or interpreted; provided that any such alteration or interpretation shall be consistent with the Lock-
Up Agreement and in form and substance reasonably satisfactory to the Majority Consenting
Creditors. Notwithstanding any such holding, alteration, or interpretation, the remainder of the
terms and provisions of the Plan will remain in full force and effect and will in no way be affected,
impaired, or invalidated by such holding, alteration, or interpretation. The Combined Order shall
constitute a judicial determination and shall provide that each term and provision of the Plan, as it
may have been altered or interpreted in accordance with the foregoing, is: (1) valid and enforceable
pursuant to its terms; (2) integral to the Plan and may not be deleted or modified without the
Debtors’ consent, consistent with the terms set forth herein; and (3) nonseverable and mutually
dependent.
K. Votes Solicited in Good Faith
Upon entry of the Combined Order, the Debtors, the Consenting Creditors, and each of
their respective Affiliates, agents, representatives, members, principals, shareholders, officers,
directors, employees, advisors, and attorneys will be deemed to have solicited votes on the Plan in
good faith and in compliance with the Bankruptcy Code and pursuant to section 1125(e) of the
Bankruptcy Code, and participated in good faith and in compliance with the Bankruptcy Code in
the offer, issuance, sale, and purchase of Securities offered, issued, or sold under the Plan, and,
therefore, neither any of such parties or individuals or the Reorganized Debtors will have any
liability for the violation of any applicable law, rule, or regulation governing the solicitation of
votes on the Plan or the offer, issuance, sale, or purchase of the Securities offered, issued, or sold
under the Plan.
L. Closing of Chapter 11 Cases
After an Estate has been fully administered, the Reorganized Debtors shall be authorized,
but not directed, to submit an order to the Bankruptcy Court under certification of counsel to close
the applicable Chapter 11 Case in accordance with the Bankruptcy Code and Bankruptcy Rules.
Furthermore, the Claims and Noticing Agent is authorized to destroy all paper/hardcopy records
related to this matter two (2) years after the Effective Date has occurred.
M. Waiver or Estoppel
Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert
any argument, including the right to argue that its Claim or Interest should be Allowed in a certain
amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the
Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the
Disclosure Statement, the Lock-Up Agreement, the Plan Supplement, or other papers Filed prior
to the Confirmation Date.
N. Creditor Default
An act or omission by a Holder of a Claim or an Interest in contravention of the provisions
of this Plan shall be deemed an event of default under this Plan. Upon an event of default, the
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Reorganized Debtors may seek to hold the defaulting party in contempt of the Combined Order
and may be entitled to reasonable attorneys’ fees and costs of the Reorganized Debtors in
remedying such default. Upon the finding of such a default by a creditor, the Bankruptcy Court
may: (a) designate a party to appear, sign or accept the documents required under the Plan on
behalf of the defaulting party, in accordance with Bankruptcy Rule 7070; (b) enforce the Plan by
order of specific performance; (c) award judgment against such defaulting creditor in favor of the
Reorganized Debtors in an amount, including interest, to compensate the Reorganized Debtors for
the damages caused by such default; and (d) make such other order as may be equitable that does
not materially alter the terms of the Plan.
O. 2002 Notice Parties
The Combined Order shall provide that, after the Effective Date, the Debtors and the
Reorganized Debtors, as applicable, are authorized to limit the list of Entities receiving documents
pursuant to Bankruptcy Rule 2002 to those Entities who have Filed a renewed request after the
Combined Hearing to receive documents pursuant to Bankruptcy Rule 2002.
[Remainder of page left intentionally blank]
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Dated: December 18, 2024
Respectfully submitted,
By: /s/ Andrés Rubio .
Name: Andrés Rubio
Title: Chief Executive Officer
On behalf of Intrum AB (pub) and its Debtor affiliate
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EXHIBIT C
Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 1 of 38
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS (HOUSTON)
IN RE:
INTRUM AB,
Debtor.
.
.
.
.
.
.
.
.
Case No. 24-90575
Chapter 11
515 Rusk Street
Houston, TX 77002
Tuesday, December 31, 2024
. . . . . . . . . . . . . . . . 11:00 a.m.
TRANSCRIPT OF ORAL RULING
BEFORE THE HONORABLE CHRISTOPHER M. LOPEZ
UNITED STATES BANKRUPTCY COURT JUDGE
TELEPHONIC APPEARANCES:
For the Debtor: Milbank LLP
By: ANDREW M. LEBLANC, ESQ.
MELANIE W. YANEZ, ESQ.
HANNAH BLAZEK, ESQ.
JULIE WOLF, ESQ.
1850 K Street NW
Washington, DC 20006
(202) 835-7574
Milbank LLP
By: DENNIS F. DUNNE, ESQ.
55 Hudson Yards
New York, NY 10001
(212) 530-5770
APPEARANCES CONTINUED.
Audio Operator: Courtroom ECRO Personnel
Transcription Company: Access Transcripts, LLC
10110 Youngwood Lane
Fishers, IN 46048
(855) 873-2223
www.accesstranscripts.com
Proceedings recorded by electronic sound recording,
transcript produced by transcription service.
1
Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 2 of 38
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ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)
APPEARANCES (Continued):
For the Debtor: Kirkland & Ellis LLP
By: JAIMIE FEDELL, ESQ.
333 W. Wolf Point Plaza
Chicago, IL 60654
(312) 862-2000
For the United States
Trustee:
Office of the United States Trustee
By: CHRISTOPHER ROSS TRAVIS, ESQ.
515 Rusk Street
Suite 3516
Houston, TX 77002
(202) 603-5225
For RCF SteerCo Group: Clifford Chance US LLP
By: BRIAN LOHAN, ESQ.
MAJA ZERJAL FINK, ESQ.
MADELYN NICOLINI, ESQ.
Two Manhattan West
375 9th Avenue
New York, NY 10001
(212) 878-8000
Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 3 of 38
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ACCESS TRANSCRIPTS, LLC 1-855-USE-ACCESS (873-2223)
1 (Proceedings commence at 11:00 a.m.)
2 THE COURT: Case Number 24-90575, which is Intrum AB
3 and Intrum AB of Texas here in connection with an oral ruling
4 on joint motion to dismiss and the plan confirmation.
5 Before I begin, Mr. Leblanc, I just want to make
6 sure, if you can just raise your hand, if you can hear me, just
7 want to make sure that you can.
8 Okay. And I guess before we get started, if you can
9 also give me a hand in the air if things are still where they
10 are and require me to rule.
11 Okay. All right. Here we go. Before I begin, I
12 want to thank all the attorneys and everyone who participated
13 in the hearings that we had recently in December. I really
14 thought a lot about the issues that are before the Court in
15 connection with the motion to dismiss and in connection with
16 plan confirmation. And I kind of took a couple of extra days
17 to really think about the issues and go through the evidence.
18 It's a big issue for many people, obviously, and I
19 wanted to make sure that I was able to at least articulate my
20 thoughts, hopefully in a way that people will understand. And
21 so here's the Court's ruling. I'm just going to start reading.
22 Intrum AB and Intrum AB of Texas, LLC started these
23 Chapter 11 cases seeking confirmation of a prepackaged plan of
24 reorganization. The plan is supported by a significant number
25 of secured and unsecured lenders.
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1 And there is strong opposition from an ad hoc group
2 of 2025 note holders. This ad hoc group moved to dismiss the
3 case for lack of good faith under Section 1112(b) of the
4 Bankruptcy Code. They also object to plan confirmation on
5 several grounds.
6 The Office of the United States Trustee objected to
7 plan confirmation based on the outbound for consensual third8
party releases under the plan. They also request that a
9 minimum language in a confirmation order assuring parties who
10 opted out of the consensual releases, that they're not bound by
11 them.
12 The U.S. Trustee also objected to exculpations, but
13 at a hearing in mid-December, the debtors and the U.S.T.
14 informed the Court that they had agreed to resolve that
15 objection.
16 The Court considered the motion to dismiss and plan
17 confirmation in evidentiary hearings that took place on
18 December 17th and the 19th. Many exhibits, including
19 declarations, were admitted in the record. The Court heard
20 live testimony from debtor CEO, the Chair of the Board of
21 Intrum AB, and an expert witness on Swedish insolvency law.
22 The Court took both matters under advisement and
23 today provides its rulings.
24 Note that the Court has jurisdiction under 28 U.S.C.
25 1334(b). A motion to dismiss and plan confirmation issues are
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1 court proceedings under 28 U.S.C. 157(b).
2 So the Court has constitutional authority to enter
3 final orders and judgments in accordance with Supreme Court's
4 holding in Stern v. Marshall, 564 U.S. 462, 2011 case. It's
5 been U.S. proper in this district under 28 U.S.C. 1408 and
6 1409. I'm going to start with some background and then turn to
7 the rulings.
8 Intrum AB, whom I'll refer to as Intrum, is one of
9 Europe's largest debt collection companies. Intrum is a
10 Swedish company that operates in 22 countries and, in addition
11 to debt collection services, provides credit management
12 services to clients. Intrum, together with its debtor and non13
debtor subsidiaries, employs about 10,000 people.
14 Intrum's capital structure included a revolving
15 credit facility, a term loan facility, and nine unsecured note
16 issuances. The notes are made up of senior unsecured notes,
17 medium term notes, and private placement notes. The revolver
18 matures in 2026.
19 The senior unsecured notes mature in 2020 to '25,
20 2027 and 2028. These notes are governed by New York law. The
21 medium term notes mature in '25 and in '26, and they're
22 governed by Swedish law. The private placement notes mature in
23 2025, and they're also governed by New York law.
24 Before the start of these Chapter 11 cases, Intrum
25 began experiencing financial challenges. It was facing high
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1 inflation rates, high interest rates, slow growth, and a high
2 cost of borrowing.
3 To increase liquidity, Intrum publicly announced in
4 January 2024 that it would sell a major portfolio of assets and
5 use those proceeds to reduce debt. Markets reacted negatively,
6 and Intrum's share price dropped significantly. Credit
7 agencies downgraded Intrum and its affiliates, and Intrum's
8 outstanding debt instruments began trading at a discount.
9 According to Intrum's CEO, Mr. Rubio, who testified
10 in court, some series of debt was trading as low as into the
11 50s. Following the market reaction, Rubio testified Intrum
12 believed it needed to restructure its debt to meet all of its
13 long-term obligations. With cash on hand, it could likely
14 satisfy an early 2025 maturity.
15 The debt held by the objecting ad hoc group here, but
16 without significant market access, it was not going to meet
17 maturity in 2026 and after. The company wanted to amend and
18 extend its debt, but with its debt rated at single C and its
19 debt trading at meaningful discounts, and equity having come
20 down significantly, Rubio said the company effectively had no
21 market access.
22 The company hired restructuring professionals to
23 engage its lenders. Two groups formed. The first group was
24 the ad hoc group who holds 2025 debt. A second group, who now
25 supports the plan before the Court, holds some of the 2025 and
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1 most of all of the '26, '27, and '28 debt.
2 The 2025 ad hoc group's proposal was for Intrum to
3 take its outstanding unsecured debt and 100 cents on the
4 dollar, agree to an uptier transaction, give them security
5 interests, and extend maturities on better terms. An uptier is
6 a transaction where borrowers access new capital by amending
7 their existing debt documents to permit what is often senior or
8 superpriority debt. This proposal presumes that after the
9 uptier, the remaining unsecured debt would trade further down,
10 and Intrum could then get financing from the ad hoc group,
11 third parties, or later repurchase its long-term debt at a
12 discount.
13 This Court and this district have extensive
14 experience with uptiers and the potential litigation that comes
15 along with them, especially those that aren't done on a pro
16 rata basis.
17 The second group offered what is essentially the plan
18 before the Court, taking all the unsecured creditors, the '25,
19 '26, '27, '28 notes, putting them in a single class in the
20 plan, exchanging the debt for notes that mature in '27, '28,
21 '29, and '30, essentially pushing out two years at a 10 percent
22 discount. In return, Intrum would issue 10 percent of its
23 equity to the note holders, along with improved interest rates,
24 tighter covenants, and clearer enforcement.
25 The proposal would also provide Intrum new money to
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1 go into the market and repurchase any notes trading at a
2 discount to further enhance deleveraging. Rubio and Intrum's
3 board chair, Mr. Lindquist, said Intrum eventually chose the
4 second option. Rubio testified it provided near-term
5 deleveraging and right-sized the company's overall projected
6 debt maturity problem.
7 Intrum eventually entered into a lock-up agreement
8 with note holders from the proposed proposal group Intrum
9 accepted. Intrum amended the lock-up agreement in August of
10 2024 after reaching agreement with a group of lendings holding
11 the majority of the revolver debt.
12 In October of 2024, Intrum AB of Texas LLC, a wholly13
owned subsidiary of Intrum, was created under Texas law. The
14 lock-up agreement established the debtors' restructuring. The
15 lock-up agreement in the debtors' Chapter 11 plan proposes to
16 extend the revolver maturity date to 2028, reducing the
17 revolver to about 1.16 billion, reinstates repayment of the
18 senior secured loan, exchanges all existing unsecured notes
19 into second lien exchange notes at a 10 percent discount to
20 face value with new maturity dates proportionally from '27 to
21 2030, over 550 million in new money coming in as a 1.5 lien for
22 discounted buybacks, payment in full of all general unsecured
23 claims, and two classes were entitled to vote on the plan. The
24 revolver claims and the note claims.
25 The plan treatment for all notes is the same under
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1 the plan. Any difference in the payment on the ultimate claims
2 amount is based on the terms of a particular debt instrument.
3 The plan also contemplates that following confirmation of the
4 plan, the debtors would start a proceeding in January that will
5 allow for implementation of the plan around Intrum in Sweden
6 through a Swedish company reorganization under the Swedish
7 Company Reorganization Act. Swedish court would determine its
8 own date for Intrum and the affected parties in any voting on a
9 Swedish reorganization plan.
10 In October of 2024, Intrum announced that in November
11 of 2024 there would be a meeting. It would amend the terms of
12 the notes and add Intrum Texas as a guarantor for the relevant
13 notes. It was also announced that Intrum would seek to start a
14 Chapter 11 bankruptcy case in Texas. This meeting occurred in
15 November and before the cases started, Intrum Texas was added
16 as a guarantor.
17 The pre-petition solicitation of votes on the Chapter
18 11 plan yielded great support. Lenders holding 100 percent by
19 amount of voting claims under the revolver and holders of about
20 82 percent by amount of voting claims under the notes voted to
21 accept the plan.
22 So the plan enjoys the overwhelming support of every
23 voting class in addition to the secured lenders and its largest
24 unsecured creditor.
25 Around this time, the ad hoc 2025 note holder group,
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1 whose proposal was not accepted by Intrum, started litigation
2 in Sweden seeking a declaratory judgment that amendments adding
3 Intrum Texas as a guarantor were invalid. November 2024, the
4 debtors started these Chapter 11 cases.
5 As of the petition date, Intrum Texas is a guarantor
6 under the revolver of the senior debt and the senior unsecured
7 notes. As of the petition date, the principal balance is owed
8 by Intrum under debt instruments were a little over a billion
9 under the revolver, 95 million under the senior secured term
10 loan, about 3.45 billion under the unsecured notes. That
11 brings interim's total indebtedness to about 4.6 billion. And
12 3.3 billion of that debt was scheduled to mature in 2025 and
13 2026.
14 The Court held combined hearings about the adequacy
15 of the disclosure statement, plan confirmation, and the motion
16 to dismiss on December 17th and December 19th. I'm going to
17 start with the motion to dismiss.
18 The ad hoc group seeks dismissal for three primary
19 reasons. First, it argues the debtors are not suffering
20 apparent financial distress, let alone immediate financial
21 distress that would support the finding of good faith. The ad
22 hoc group's focus on the financial distress requirement
23 primarily comes from the 2023 Third Circuit decision in LTL
24 Management, 64 F.4th 84 (3d Cir. 2023).
25 In that case, the Third Circuit held that a debtor
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1 who does not suffer from apparent immediate financial distress
2 cannot demonstrate its Chapter 11 petition serves a valid
3 bankruptcy purpose supporting good faith. The ad hoc group
4 relies also on a series of insolvency reports Intrum had
5 prepared to comply with Swedish law. These reports show that
6 Intrum could pay debts for the next 18 months, which means that
7 the ad hoc 2025 notes could be paid in full.
8 The ad hoc group also relies on Intrum public
9 statements to the market that its proposed Chapter 11 case was
10 not associated with insolvency or liquidation and that in
11 October 2024, Intrum was saying that it was not currently
12 experiencing any liquidity constraints or breach in any
13 financial covenants under its current debt obligations.
14 Second, the ad hoc group emphasizes that Intrum AB is
15 domiciled in Sweden and has no operations, hard assets, or
16 employees in the United States and that it created Intrum Texas
17 before the filing for the purposes of depositing funds in a
18 U.S. bank to quote, unquote, "manufacture U.S. venue and
19 jurisdiction." That Intrum Texas itself has no hard assets,
20 employees, or operations to reorganize.
21 The ad hoc group believes this alone proves these
22 Chapter 11 cases further no valid bankruptcy purpose and should
23 be dismissed.
24 Third, international comedy considerations may
25 warrant favor of dismissal according to the 2025 ad hoc group.
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1 For this argument, the ad hoc group focuses on cases like In
2 re: Yukos Oil Co, 321 B.R. 396, (Bankr. S.D. Tex. 2005), which
3 was actually decided in this very courtroom, where a bankruptcy
4 judge in this district considered concepts of international
5 comedy in determining that cause existed for dismissal under
6 Section 1112.
7 The ad hoc group also claims that Intrum's plan could
8 not be confirmed under Swedish law and that a condition
9 precedent to the plan going effective is a Swedish court
10 approving the Swedish reorganization plan on a final basis.
11 The ad hoc group believes that this Court is being asked to
12 provide an advisory opinion on a restructuring that must be
13 approved in Sweden, which has no international agreement to
14 honor any order of this Court.
15 The debtors and its -- the debtors vigorously
16 disagree, and the supporting lender groups who voted in favor
17 of the plan also disagree that this case should be dismissed
18 and believe that these cases were filed in good faith.
19 Interpreting the Bankruptcy -- the Code, interpreting
20 the Bankruptcy Code begins with analyzing the text, Whitlock v.
21 Lowe, 945 F.3d 943, pincite 947, (5th Cir. 2019), in which it
22 said, in matters of statutory interpretation, text is always
23 the alpha.
24 BedRoc Ltd., LLC v. United States, 541 U.S. 176,
25 pincite 183 (2004), quote, "The preeminent canon of statutory
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1 interpretation requires the Court to presume that the
2 legislature says in a statute what it means and means in a
3 statute what it says there."
4 Section 1112(b) requires a bankruptcy court to
5 convert a Chapter 11 case to one under Chapter 7 or to dismiss
6 the case, whichever is in the best interest of creditors and
7 the estate for cause, unless the Court determines that
8 appointment of a trustee or an examiner under 1104(a) is in the
9 best interest of creditors and the estate. The Bankruptcy Code
10 provides a non-exclusive list of about 16 examples that
11 constitute cause in 1112(b)(4).
12 Section 102 of the bankruptcy court confirms,
13 however, that the word includes in 1112(b)(4) is not to be
14 construed as limiting.
15 Sio while the examples of cause in 1112(b) are non16
exclusive, we do learn something from them. They all refer to
17 post-petition acts, failures to act, or events that occur after
18 an estate is created by the filing of a bankruptcy petition.
19 Here are a few examples.
20 Substantial loss to or diminution of the estate,
21 gross mismanagement of the estate, failure to maintain
22 insurance that poses a risk to the estate, unauthorized use of
23 cash collateral, failure to comply with an order of the Court,
24 unexcused failure to timely pay or timely -- excuse me,
25 unexcused failure to satisfy timely any filing or reporting
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1 requirement established by Title 11 or any bankruptcy rule,
2 failure to attend a 341 meeting of creditors, failure to pay
3 taxes owed after the petition date.
4 Prepetition bad acts, bad actors, or poor managers
5 are expressly addressed in a different part of Section 1112
6 where the Court can order the appointment of a trustee with
7 oversight over the estate, convert the case, or appoint an
8 examiner to investigate prepetition acts that may have harmed
9 the estate.
10 All of this makes sense when considered as a whole
11 because the Court can only dismiss a case for cause if it's in
12 the best interest of the estate and creditors.
13 Fifth Circuit also provides guidance. Little Creek,
14 779 F.2d 1068, 1072, pincite 1073 (5th Cir. 1986) provides
15 guidance. That decision says the term cause affords
16 flexibility to bankruptcy courts to find that the debtors
17 filing for relief was not in good faith
18 This point was also reiterated in In re Humble Place
19 Joint Venture, 936 F.2d 814 (5th Cir. 1991). Little Creek also
20 instructs that considering the good faith of a filing requires
21 a, quote, "On the spot evaluation of the debtors financial
22 condition, motives, and the local financial realities."
23 Little Creek was a single asset real estate, so all
24 the specific factors listed in that case don't exactly fit
25 every fact pattern. But I don't think one should focus too
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1 much on Little Creek as a single asset real estate case.
2 The Fifth Circuit's guidance was to conduct an on3
the-spot evaluation. Heeding that guidance, a court should
4 rule based upon all the circumstances before it and determine
5 whether a debtor filed to pursue a valid bankruptcy purpose. I
6 use bankruptcy purpose and not reorganization purpose
7 intentionally because not every Chapter 11 debtor
8 rehabilitates. Many liquidate. Chapter 11 expressly permits a
9 debtor to file a liquidating plan.
10 The Fifth Circuit in Little Creek noted that every
11 bankruptcy statute since 1898 has incorporated or by judicial
12 interpretation, a standard of good faith for the commencement,
13 prosecution, and confirmation of bankruptcy proceedings.
14 And historically, that's true. For example, before
15 the enactment of the Bankruptcy Code, Section 141 of the
16 Bankruptcy Act required a judge to enter an order approving a
17 petition if the judge was satisfied the case was filed in good
18 faith or to dismiss the case if not so satisfied. Thus, early
19 approval by a judge was needed to even administer in a state.
20 A judge didn't even have to hold a hearing. Section 146 of the
21 act provided a non-limiting list of examples of what were
22 deemed not good faith filings.\
23 For example, that it was unreasonable to expect that
24 a plan of reorganization could be affected was deemed a not
25 good faith filing.
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1 Section 1112 of the Bankruptcy Code changed the
2 timing in how the challenge to a lack of good faith filing can
3 be raised. It's no longer an initial judicial assessment in
4 order to administer the estate. A Chapter 11 petition filing
5 is all Congress says it takes to create and enjoy the
6 protection of the automatic stay.
7 And because an estate is created, the Bankruptcy Code
8 says a judge can only dismiss for cause upon consideration of
9 the estate and creditors. There are steps and findings
10 required before dismissal.
11 Bankruptcy judges, however, continue to play an
12 important role. Bankruptcy courts retained authority to
13 dismiss cases under Section 1112. Does the fact that Section
14 1112(b)(4)'s examples of cause are all post-petition mean that
15 a court should not consider prepetition acts in a cause
16 analysis at all? Of course not. Right? The opposite is true.
17 The Fifth Circuit recognized that the good faith
18 standards prevent abuse by debtors, quote, "whose overriding
19 motive is to delay creditors without benefiting them in any way
20 or to achieve reprehensible purposes," end quote. And
21 determine that a lack of good faith constitutes cause under
22 Section 1112(b). That's the pincites around 1071.
23 Little Creek also says a good faith standard protects
24 the jurisdictional integrity of the bankruptcy courts by
25 rendering their powerful equitable weapons available only to
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1 those debtors and creditors with, quote, "clean hands."
2 So any analysis of good faith requires an on-the-spot
3 analysis to consider the reasons for filing and the actions
4 taken in the case. For example, a company that files a Chapter
5 11 only to avoid paying creditors and has no prospects of
6 proposing a viable Chapter 11 plan is a prime candidate for
7 potential dismissal. Prepetition acts must be considered along
8 with post-petition acts. Again, the focus is on the interest
9 of the estate and creditors.
10 And an on-the-spot analysis also allows a potentially
11 unpopular debtor in the marketplace who, for example, may have
12 had to close many of its locations a chance to prove its
13 motives are right to right-size a business or maximize value
14 for its creditors.
15 I should also note that the U.S. Supreme Court has
16 said that, quote, "Preserving going concerns and maximizing
17 property available to satisfy creditors are valid bankruptcy
18 purposes." That's the famous 203 North LaSalle decision, 526
19 U.S. 434 pincite 453 (1999). And I agree with other courts
20 that a good faith debtor who tries to preserve or create some
21 value using the tools of bankruptcy is a good faith debtor.
22 And it's not bad faith to use the tools of bankruptcy
23 afforded by Congress in bankruptcy.
24 The ad hoc group wants the Court to dismiss the case
25 because there's no financial distress. And in LTL, the Third
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1 Circuit dismissed the first Chapter 11 case of LTL Management,
2 LLC. The Third Circuit, relying on prior Third Circuit cases,
3 said the theme is clear. Absent financial distress, there's no
4 reason for Chapter 11 and no valid bankruptcy purpose.
5 As stated earlier, the ad hoc group relies on the
6 solvency analysis Intrum had prepared to show that it could pay
7 its debts for 18 months. That means it could have paid off the
8 2025 notes in full and theoretically remained solvent.
9 The ad hoc group also points to contemporaneous
10 statements made by Intrum that it was insolvent. These facts,
11 while all true, don't justify dismissing these cases.
12 A few points here. First is that insolvency is not a
13 requirement to be a debtor under the Bankruptcy Code. LTL and
14 many cases around the country note that. But here's some
15 additional textual and historical analysis to confirm it.
16 Before the enactment of the Bankruptcy Code, an
17 essential part of what was every Chapter X or Chapter 10
18 petition, which was the reorganization for corporate entities,
19 there was a Chapter 11 as well, but I'm going to focus on
20 Chapter 10 here, was that the corporation was, quote,
21 "insolvent or unable to pay its debts as they mature."
22 Section 130 of the act required every Chapter X
23 petition to state that. The corporation was insolvent or
24 unable to pay its debts as they mature.
25 Section 1, Subsection 19 of the act defined
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1 insolvency. A person was deemed insolvent within the
2 provisions of the title whenever the aggregate of property
3 shall not, at a fair valuation, be sufficient in an amount to
4 pay debts. The insolvency or unable to pay debts in the
5 ordinary course requirement was not included in the enactment
6 of the Bankruptcy Code. The current bankruptcy petition asks
7 no such questions anymore.
8 There's no language requiring insolvency in Section
9 109 of the Bankruptcy Code. I would also note that even the
10 most recent edition of Subchapter 5 didn't require insolvency.
11 It instead requires debtors to be engaged in commercial or
12 business activities.
13 Second, the express financial distress standard in
14 LTL is not binding on this Court, but I think it could be a
15 factor as part of the Little Creek on-the-spot evaluation. And
16 I do consider the solvency analysis, the company's statements,
17 that it could have paid the 2025 notes on time.
18 But I also consider the CEO's statements about the
19 financial condition Intrum was in after the downgrades. The
20 company believed it needed to restructure all of its debts to
21 meet all of its long-term obligations. With cash on hand, it
22 could likely satisfy an early 2025 maturity that held by the ad
23 hoc group, but that without any significant market access, it
24 was not going to meet all of its maturities in 2026 and after.
25 The company wanted to amend and extend its capital
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1 structure, but with single -- but excuse me. With debt rate at
2 single C, debt trading at meaningful discounts, and equity
3 having come down 80 percent, Rubio said the company effectively
4 had no market access. That's the company's motive, and filing
5 was not to harm the 2025 note holders or some other bad faith
6 motive.
7 I also note that a company doesn't need to become
8 insolvent or enter the zone of insolvency by paying off some
9 debt after considering the effect of what that would mean.
10 Would it be better for a company to wait to the last minute,
11 even ensure more financial problems before engaging with
12 lenders, wait till the last minute and not pay, and then file,
13 or wait until debt is accelerated and then file Chapter 11, and
14 then have to worry about contested use of cash collateral or
15 financing for its case?
16 If the runway of financial trouble is clear, then
17 it's not bad faith or cause to dismiss these cases. The CEO's
18 testimony was credible that while the company may have been
19 solvent, paying the 2025 notes would not have solved its other
20 problems in 2026 and beyond. It was already struggling to gain
21 access to the credit markets.
22 One also cannot look that there were billions coming
23 due in 2026. The 2026 maturity was significant. It was over
24 $2 billion.
25 The company had every right to consider its long-term
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1 viability and employees, right, and we're not talking about,
2 you know, debt that's coming online in, you know, five to ten
3 years. We're talking 2026. Financial distress isn't an
4 absolute gatekeeper.
5 Even still, LTL is different than this case. The LTL
6 court found in its filing, LTL didn't have any likely need in
7 the present or the near term or even in the long term to
8 exhaust its funding rights to pay claimants. The Third Circuit
9 also said it would be unwise to attempt a tidy definition of
10 financial distress justifying in all cases.
11 Let's not over -- also overlook that these cases have
12 massive creditor support. All right. Over 2 billion of
13 noteholder claims voted to accept the plan. Coupled with the
14 RCF claims, that's over 3 -- about 3.5 billion voting to
15 accept. That's not even getting to the Court to consider the
16 likelihood of a plan being confirmed before dismissal if it's
17 in the best interest of the estate and creditors.
18 Remember, the focus of Section 1112 is on the estate
19 and creditors. In these cases, I do find there was current
20 financial distress in the market and further distress, and it
21 was foreseeable on the horizon.
22 The company faced choosing an uptier and potentially
23 upsetting most debt holders or seek a restructuring that amends
24 and extends all its maturities by several years, which I find
25 is another important point. They didn't try to stretch anyone
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1 out 10 to 15 years unnecessarily, for example. The debtors
2 have also acted in good faith in their requirements as Chapter
3 11 debtors during these cases and have not sought delay in
4 these cases.
5 The debtors have not acted throughout these cases
6 with any improper motives based upon the record before me as it
7 relates to the company trying to reorganize in Chapter 11 or to
8 restructure for bad faith reasons. There were valid bankruptcy
9 purposes in filing these cases.
10 The next argument is that Intrum should not be a U.S.
11 Chapter 11 debtor. The ad hoc group points to these facts.
12 Intrum may be as a Swedish company with no hard assets or
13 employees in the United States. Intrum Texas was formed
14 shortly before the case was filed as a limited liability
15 company. Intrum Texas guaranteed the Intrum debt before the
16 filing. Intrum Texas had an office that no one had gone to and
17 no employees. Intrum Texas deposited about $50,000 into a
18 Texas account to help bolster jurisdiction.
19 The ad hoc group also argues that no immediate
20 financial distress coupled with little to no U.S. ties makes
21 this case different than other cases where foreign entities
22 have started bankruptcy cases with an intent to file a foreign
23 case later.
24 Again, I'll start with the text of the Code. Section
25 109 (a) of the Bankruptcy Code says who may be a Chapter 11
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1 debtor. It says a person who resides or has a domicile or
2 place of business or property in the United States may be a
3 debtor.
4 The term person is defined to include corporate
5 entities like Intrum Texas, which no one can test as a validly
6 formed Texas entity. As a Texas entity, its domicile is Texas.
7 And as a result, it can file anywhere in the state.
8 Bankruptcy courts across the state are in uniformity on this
9 point. So Intrum Texas had the right to seek Chapter 11 relief
10 in the United States and in this district.
11 It also owns a bank account worth about $50,000. The
12 office is really more like a place to receive mail and serve
13 documents. Intrum Texas, on the petition date, is also a
14 guarantee on billions of debt.
15 Intrum AB also owns cash in a Texas bank account, has
16 retainers that were not fully expired before the petition date
17 with Texas Council, and its subsidiaries have about $1.8
18 million in accounts receivable that flow to it from
19 subsidiaries in the United States. Some of the debt is also
20 governed by U.S. law, which some courts have said meets their
21 property requirements for 109 purposes.
22 As each entity on its own satisfies Section 109 for
23 bankruptcy purposes, and Intrum Texas allows them to file in
24 this district.
25 These cases resemble another case recently filed in
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1 this district where a Swedish company seeks to reorganize under
2 U.S. law and then start a case under Swedish restructuring law.
3 Outside of this district, these are also similar cases to ones
4 like SAS, Philippine Airlines, and Arcapita Bank, to name a
5 few.
6 I also stress and disagree with the ad hoc group 2025
7 note holders based on the on-the-spot analysis and
8 consideration of the debtors' motives. I do find that there
9 was current financial distress and current need to file for
10 Chapter 11 bankruptcy.
11 There's nothing wrong with reaching agreement with a
12 majority of its lenders. And I do find that the board
13 carefully considered two proposals, and I see nothing in the
14 record before me that shows a proposal that satisfied all of
15 its long-term debts and mitigated litigation risk.
16 Now, based on the record before me, there's no bad
17 motive for trying to save a company through restructuring in
18 late 2024, going into 2025, and dealing with looming maturities
19 to try to avoid. And nothing here was intended, based upon the
20 record before me, to defraud or to intentionally design to harm
21 a particular creditor group. This was a good-faith filing.
22 If Intrum had filed a loan with no support, no real
23 reason to be here, then I think you look at the case
24 differently. But that's not the case that we have here. It's
25 hard to imagine a prepacked case with billions of dollars of
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1 secured and unsecured debt saying we support your decision to
2 file and where you will file and the timing of the filing and
3 agree to provide funding, and everyone will be treated equally
4 on account of their claims, and general unsecured creditors
5 will be paid in full and have that constitute cause as a bad6
faith filing.
7 Venue in this district is not at issue. It is being
8 in the U.S. The debtors filing their Chapter 11 plan,
9 supported by about 3.6 billion of about a little over 4 billion
10 of debt holders, all of which want to be in the United States.
11 It's a valid bankruptcy purpose for this case.
12 Finally, arguments about comedy are rejected for the
13 reasons I stated earlier, based on the on-the-spot analysis.
14 Intrum's going to have to start a Swedish proceeding, and a
15 Swedish court will exercise its judgment on any important
16 matters before it.
17 The ad hoc group cited to Yukos. This case is not
18 like Yukos. Yukos' main asset was oil and gas that was
19 actually still in Russia. Now, Yukos -- like in the ground.
20 Yukos had disputes with the Russian Federation, filed a Chapter
21 11 petition asking the bankruptcy court to halt the Russian
22 government's tax collection actions and to obtain loans
23 superior to the Russian government's claims. Yukos also wanted
24 to serve Russian creditors by email and to compel the Russian
25 government to submit to international arbitration. All of that
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1 raised obvious questions about a bankruptcy court's
2 jurisdiction to force participation of the Russian government,
3 and there were natural international comedy considerations.
4 But comedy is a consideration, though. One cannot
5 overlook that Intrum is a Swedish company. Just like the Court
6 found in Avianca, I don't think it's warranted here to have
7 Intrum, you know, pause these proceedings and have Intrum start
8 a Swedish proceeding before seeking release here or suspending
9 these cases, especially on the record before this Court and the
10 positions taken by the overwhelming creditor's support.
11 I do note it is a conditioned proceeding of the
12 effective date of this chapter -- of a Chapter 11 plan here for
13 the Swedish reorganization plan to be confirmed. That's not
14 uncommon in these kind of cases. A Swedish court will make its
15 own determinations in the future. I have nothing to say about
16 that.
17 The effect of any confirmation order that I would
18 enter is limited to its words and will have the effect of law
19 that it has.
20 So let me turn now to disclosure statement and plain
21 confirmation issues.
22 No party really disputed the disclosure statement,
23 but I think the Court still has an independent duty to
24 determine that the disclosure statement satisfies the
25 applicable requirements of the Bankruptcy Code. I'm going to
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1 note that the disclosure statement and the related exhibits
2 contain sufficient information of the kind necessary to satisfy
3 the disclosure statement requirements. It contains adequate
4 information as such term as defined in Section 1125 of the
5 Code.
6 I'm going to find that the filing of the disclosure
7 statement satisfied Bankruptcy Rule 3016 and the injunction
8 released in the exculpation provisions in the plan and in the
9 disclosure statement were described in bold font with specific
10 and conspicuous language. In all, acts to be enjoined and
11 identity of entities that would be subject to an injunction by
12 this Court were in bold font and with conspicuous language, so
13 Bankruptcy Rule 3016(c) was satisfying.
14 I know the U.S.T. objects to language in one ballot
15 that could be read to bind someone who opted out of the
16 releases. To avoid any such confusion, the confirmation order
17 will need to state that any party who opted out of the third18
party releases in the plan is not bound by such releases.
19 The ad hoc group of 2025 note holders objected to
20 plan confirmation. They argued that the plan doesn't comply
21 with 1129(a)(1) and (a)(2) because the plan was not proposed in
22 good faith, provides for the payment of original issued
23 discount disallowed under Section 502(b), and impairs parties'
24 due process rights by enjoining challenges to the anticipated
25 Swedish restructuring.
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1 Note that Section -- Bankruptcy Code does require
2 that the plan be filed in good faith and not by any means
3 forbidden by law. Fifth Circuit has held that good faith
4 should be evaluated in light of the totality of the
5 circumstances surrounding establishment of the plan,
6 mindfulness of the purposes underlying the Code, and that
7 generally where a plan is proposed with a legitimate and honest
8 purpose to reorganize and has a reasonable hope of success, the
9 good faith requirement is satisfied. That's the famous Village
10 at Camp Bowie decision, 710 F.2d 239, pincite 247, (5th Cir.
11 2013).
12 The good faith analysis here is about filing the
13 plan, which is different than the 1112(b) good faith analysis,
14 but you can see that the considerations, kind of the on-the15
spot evaluation, looking at all the circumstances that surround
16 either the filing of the case under 1112(b) and the
17 consideration of how the plan was filed, the considerations
18 that went into filing, the Fifth Circuit is consistent in how
19 it considers analyses for good faith and gives bankruptcy
20 courts and instructs bankruptcy courts to kind of consider
21 everything in light of a case.
22 The plan addressed Intrum's financial issues, which
23 were significant. Let's be honest about it. The debtors had
24 about 4.6 billion of funded debt obligations as of the petition
25 date. Again, over $3 billion was set to mature over the course
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1 of 2025 and 2026.
2 The plan maximizes the value for all stakeholders
3 through a deleveraging of the balance sheet and a
4 reorganization of their capital structure, allows debtors to
5 pay their debts when they become due, and is a step towards
6 renewed access to the capital markets.
7 And again, all note holders are being treated under
8 the plan on a pari passu basis. So based upon the entire
9 record before the Court, there's little doubt that this plan
10 was proposed in good faith for an honest purpose to reorganize
11 and has reasonable hope of success.
12 The original issue discount objection is not really a
13 bar to confirmation. 1129(a)(1) and (a)(2) of the Code provide
14 respectively that a plan and the plan proponent must comply
15 with the applicable provisions of the Code and applicable law.
16 Section 502(b)(2) of the Code governs allowances of claims and
17 interests.
18 And I need to determine whether certain amounts of
19 the notes claims are allegedly arising from OID should be
20 disallowed or allowed today. That's because no holder of notes
21 is receiving more than the allow amount of its claim. All
22 holders of its allowable claim, I should say. That's because
23 no holder of notes is receiving more than its allowable claim.
24 They're receiving about 90 percent of the value of their
25 claims.
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1 The ad hoc group objects to OID, but interestingly,
2 not to the agreed inclusion of the post-petition interest.
3 That's part of the allowed claim that benefits that group.
4 But the real reason is that all of it works -- is
5 because this plan approves a global settlement. It's really
6 just about getting to the number, and that number is below the
7 full value of the potential debt claims. The ad hoc group
8 objects, but it's benefiting from the economics of the
9 settlement. It will receive interest on its notes, and it's
10 got one of the higher interest rates.
11 So based upon the record, this is really undisputed,
12 the settlement was necessary to implement the debtors'
13 restructuring and to maximize the value for all stakeholders.
14 Bankruptcy Rule 9019(b) provides for the Court authorization of
15 the settlement, and the settlement can be, and the Bankruptcy
16 Code allows settlements to be part of the plan.
17 There's also no violation of Section 1123(a)(4).
18 That requires a plan to provide the same treatment for each
19 claim or interest of a particular class unless the holder of a
20 particular claim agrees to less favorable treatment.
21 Now, the equality addressed by 1123(a)(4) extends
22 only to the treatment of the members of the same class of
23 claims, not to the plan's overall treatment of the creditors
24 holding those claims. Creditors shouldn't confuse similar
25 treatment of claims with equal treatment of claims.
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1 Parties can receive the same distribution in a class,
2 but then a subset of those creditors can receive other forms of
3 compensation for matters unrelated to their plan, assuming
4 there's a justification for it, right? Or there may be
5 differences in the debt instruments within the proper class of
6 claimants, like you have here, different issuances of notes.
7 So allowances of what can be considered OID and the
8 payment of certain fees to supporting creditors doesn't violate
9 the equal treatment principle set forth in 1123(a)(4). That
10 one set of note holders has different contractual entitlements
11 to another so it doesn't render a plan unconfirmable.
12 To the extent that there is OID, it's also allowable
13 under the plan as part of the global settlement, right? The
14 lockup agreement is also assumed, so the consent fees, which
15 were offered and available to the ad hoc group prepetition, you
16 know, can be approved and paid on those terms, right? These
17 fees are not being paid on account of the claim. There's other
18 consideration going on there.
19 I would say that it appeared to the Court that
20 certain -- at least the ad hoc group believed that they may be
21 entitled to some OID. And I think if they think they should,
22 then -- and I think I can review note agreement language and
23 determine if they're entitled to it, but I don't think that's a
24 bar to plan confirmation, right? Under the plan, again, all
25 notes claims are subject to the same treatment and any
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1 disparity of payment is based on the debt term documents. It's
2 not caused by the plan.
3 Finally, the injunction provisions, I think, are
4 customary and appropriate. I don't think they preclude parties
5 from raising issues of Swedish law. The confirmation does
6 contain a number of findings and provisions authorizing the
7 debtors to implement the plan.
8 I think the injunction really just reiterates kind of
9 keeping everything in place until the effective date of the
10 plan, and again, that's really largely dependent upon factors
11 that are outside of this Court. But nothing in the plan
12 prevents the ad hoc group or others from, I think they have
13 rights under Swedish law.
14 Let me finally turn to the Office of the United
15 States Trustee's objection on releases. It's kind of a common
16 objection now here in the Office of the United States Trustee
17 for around the country.
18 Based upon the Supreme Court's recent decision in the
19 Purdue Pharma case that resolved a circuit split about non20
consensual third-party releases in Chapter 11 plans, the
21 Supreme Court held that the Bankruptcy Code didn't authorize a
22 release, an injunction that is part of a plan of reorganization
23 under Chapter 11 effectively sought to discharge claims against
24 a non-debtor without the consent of affected claimants. The
25 Office of the United States Trustee is a party that has
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1 statutory rights to appear and be heard on any matter.
2 In this case, they can continue to raise this
3 objection. I've got no issues with it. I think we have, quite
4 frankly, some of the best United States Trustees in the United
5 States. They're some of the hardest-working ones, too. A lot
6 of cases get filed in this district, which requires that the
7 Office of the United States Trustee works late. They work on
8 weekends. And they have every right to fulfill what they
9 believe is their duty to continue to raise these objections.
10 I'm just going to disagree with them on this one.
11 And to note, and I reiterate, and I've said this in the Diamond
12 Sports confirmation hearing, and I also ruled in Robertshaw,
13 that, you know, Purdue decision was about non-consensual third14
party releases. Justice Gorsuch also clarified that nothing
15 should cast doubt on consensual ones, and nothing is construed
16 to question consensual third-party releases there. And I read
17 those words literally.
18 The Supreme Court, I'm not here to expand or narrow
19 the scope of the Supreme Court's holding. And I do find that
20 the consensual releases in the plan satisfy applicable law and
21 the procedure for complex cases in the Southern District of
22 Texas. Parties were provided detailed notice about the plan,
23 the deadline to object to the plan confirmation, the voting
24 deadline, the opportunity to opt out of the releases. They
25 were made in conspicuous language.
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1 The disclosure statement included a detailed
2 description about the third-party releases, which were
3 consensual, and the opt-out. The ballots allowed parties to
4 carefully review those terms. Intrum also caused the third5
party release language to be published.
6 So based upon the record, the release is specific
7 enough to put releasing parties about notice about the types of
8 claims released and that the opt-out worked. There's no
9 evidence in the record of coercion or confusion by parties. I
10 also think that their consensual third-party releases were
11 narrowly tailored to this case. They really related to, among
12 other things, the debtors in their Chapter 11 cases, their
13 estates.
14 And there's a carve-out for actual fraud, willful
15 misconduct, or gross negligence. So you know, any bad acts are
16 not being released here.
17 And I do know, and I think it's an important one, one
18 that you don't often see, and you see it because it's a
19 prepack. General unsecured creditors are paid in full, and
20 they're not subject to the consensual third-party releases
21 here. So concerns about the opt-out and potential unfisticated
22 parties receiving it, really not an issue here.
23 The ad hoc group of 2025 note-holders is led by some
24 of the best lawyers in America. They have the opportunity to
25 opt-out, and based upon the voting record, it appears they did
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1 just that.
2 I would also note that there's unrefuted evidence
3 that the third-party release was an integral part of the plan
4 and a condition of the settlement set forth in the plan, and
5 they were a core consideration, right, among the parties to
6 their agreements and the lock-up and instrumental in the
7 development of that.
8 And they were instrumental in facilitating and
9 gaining support for the plan. and the Chapter 11 cases. I'd
10 note that the plan satisfies every other applicable code
11 section under 1123 and 1129 and every other applicable plan
12 confirmation-related section of the Code.
13 I'd also note that the debtors, the professionals
14 that have appeared before me, the actions of the board based
15 upon the record before me, and every party who has appeared
16 before me, and I also include the ad hoc group of 2025 note17
holders, there was the unsecured creditors and the note-holder
18 groups who supported the plan as well. I'm thinking about and
19 looking out and seeing a couple of them here today. Everybody
20 acted in good faith throughout the case, and they're entitled
21 to those findings from me.
22 I also find that based upon the record before me that
23 the parties involved in the solicitation of the plan are
24 entitled to the protections under Section 1125(e) of the
25 Bankruptcy Code. So I'm going to affirm and confirm the
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1 Chapter 11 plan of Intrum. I'm going to overrule and deny the
2 motion to dismiss. I'm going to overrule all the plan
3 confirmation objections.
4 I'm just going to -- to the proposed confirmation
5 order that was on file, I'm going to add a sentence. I did it
6 in Robertshaw, too, that kind of added, kind of for the reasons
7 as well stated today on the record, and then also kind of the
8 language that I know that the Office of the United States
9 Trustee was looking for. It's a sentence that we added in the
10 Robertshaw confirmation order that just confirms that
11 notwithstanding anything to the contrary, anybody who opted out
12 is not bound by any such releases.
13 And I'll get that on file and on the docket shortly.
14 I'll get in orders on file.
15 I know it's December 31st and different times
16 everywhere else. I wish everyone a happy New Year, and I thank
17 everyone for the excellence that was just throughout the entire
18 process.
19 I know I tell parties I try to get them something by
20 the -- before then, but I really wanted to take the weekend to
21 really kind of help crystallize and articulate some of the
22 analysis, and I wanted to go back and do some additional
23 studying and read cases and not rush it.
24 It's an important case to many people for different
25 reasons, and I wanted to make sure that -- I, you know, if I
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1 wanted to take the time to read and think more, that I took
2 every liberty to do so, and I'm comfortable with the Court's
3 decision. So I thank everyone. Have a good day.
4 We're adjourned.
5 (Proceedings concluded at 11:56 a.m.)
6 * * * * *
7
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15 C E R T I F I C A T I O N
16
17 I, Heidi Jolliff, court-approved transcriber, hereby
18 certify that the foregoing is a correct transcript from the
19 official electronic sound recording of the proceedings in the
20 above-entitled matter.
21
22
23 ____________________________
24 HEIDI JOLLIFF, AAERT NO. 2850 DATE: January 2, 2025
25 ACCESS TRANSCRIPTS, LLC
Case 24-90575 Document 296-3 Filed in TXSB on 01/13/25 Page 38 of 38
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