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8-K - FORM 8-K - ELAH Holdings, Inc. | v55027e8vk.htm |
EX-99.1 - EX-99.1 - ELAH Holdings, Inc. | v55027exv99w1.htm |
EXHIBIT 99.2
NOTICE TO CREDITORS AND POTENTIAL CREDITORS OF
FREMONT REORGANIZING CORPORATION
(formerly known as Fremont Investment & Loan)
FREMONT REORGANIZING CORPORATION
(formerly known as Fremont Investment & Loan)
January 29, 2010
READ THIS NOTICE CAREFULLY. YOUR RIGHTS MAY BE AFFECTED BY
PROCEEDINGS CURRENTLY PENDING IN THE UNITED STATES BANKRUPTCY
COURT INVOLVING FREMONT GENERAL CORPORATION
PROCEEDINGS CURRENTLY PENDING IN THE UNITED STATES BANKRUPTCY
COURT INVOLVING FREMONT GENERAL CORPORATION
1. This notice relates to the five separate Chapter 11 Plans (collectively, the Plans)
for Fremont General Corporation (FGC or the Debtor) and the five related
Disclosure Statements (collectively, the Disclosure Statements) filed in the chapter 11
bankruptcy case for FGC (the Case) presently pending in the United States Bankruptcy
Court for the Central District of California (the Bankruptcy Court), Case No.
8:08-13421-ES by the following parties: (1) Ranch Capital, LLC (Ranch Capital, the
Ranch Capital Plan or the Ranch Capital Disclosure Statement as applicable);
(2) Signature Group Holdings, LLC (Signature, the Signature Plan or the
Signature Disclosure Statement as applicable); (3) the Official Committee of Unsecured
Creditors (the Creditors Committee, the Creditors Committee Plan or the
Creditors Committee Disclosure Statement as applicable); (4) the Official Committee of
Equity Holders (the Equity Committee, the Equity Committee Plan or the
Equity Committee Disclosure Statement as applicable); and (5) New World Acquisition, LLC
(New World, the New World Plan or the New World Disclosure Statement
as applicable).
2. FGC is a holding company that owns 100% of the common stock of Fremont General Credit
Corporation (FGCC), which in turn owns 100% of the common stock of Fremont Reorganizing
Corporation, f/k/a Fremont Investment & Loan (FRC).
3. THIS NOTICE IS INTENDED TO PROVIDE ONLY A GENERAL DESCRIPTION OF CERTAIN PROVISIONS OF THE
PLANS. YOU ARE RECEIVING THIS NOTICE FROM FRC BECAUSE FRC HAS IDENTIFIED YOU AS A CREDITOR, OR A
POTENTIAL CREDITOR, OF FRC, AND CONFIRMATION OF ANY OF THE PLANS MAY HAVE AN IMPACT ON THE AMOUNT
YOU MAY REALIZE ON THE CLAIMS, IF ANY, YOU MAY HAVE AGAINST FRC. YOU ARE ENCOURAGED TO READ THE
PLANS AND DISCLOSURE STATEMENTS IN THEIR ENTIRETY TO DETERMINE WHAT IMPACT, IF ANY, THE PROPOSED
PLANS MAY HAVE ON YOUR ABILITY TO REALIZE UPON ANY CLAIMS AGAINST FRC.
4. Each of the Plans propose to effectuate a merger (the Merger) of the Debtor, FGCC and
FRC on the Effective Date as a means of implementing each of the Plans (the surviving entity being
the Reorganized Debtor). Specifically, under each of the Plans, on the effective date of
each of the Plans (the Effective Date), and effective contemporaneously with the
occurrence of the Effective Date, FGCC will first be merged into the Debtor or the Reorganized
Debtor (as applicable), and then FRC will be merged into the Debtor or the Reorganized Debtor (as
applicable). The Reorganized Debtor will thereafter continue to operate its business in the
ordinary course without the supervision or oversight of the Bankruptcy Court. The liabilities of
FGCC and FRC are referred to and constitute Post-Effective Date Merger Claims under the Plans.
Post-Effective Date Merger Claims (i.e., claims of creditors of FRC and FGCC prior to the Merger),
consist of the following: (i) Repurchase Claims1 and (ii) Non-Repurchase
Litigation Claims.2 Each of the Plans contemplate that the Post-Effective
Date Merger Claims will be satisfied by the Reorganized Debtor in the ordinary course of business
in accordance with applicable non-bankruptcy law. In order to better understand the impact of the
Plans, you are encouraged to review the Plans and the related Disclosure Statements carefully and
discuss them with your professionals to determine how the Reorganized Debtor will operate and how
the Plans and anticipated operations of the Reorganized Debtor may affect your ability to realize
on your claims, if any.
5. As of December 31, 2009, FRC had approximately $331.4 million of unencumbered cash. FRC
projects that as of April 30, 2010, it will have unencumbered cash of approximately $326.0 million.
In addition to cash, FRCs other primary assets consist of (i) residential real property held for
sale with an aggregate book value of approximately $15.5 million, (ii) real property constituting
its corporate headquarters and related personal property, furniture and equipment with an aggregate
book value of approximately $3.9 million (after depreciation), (iii) real estate loan portfolios
with an aggregate book value of approximately $141.3 million, (iv) common stock investments with a
book value of approximately $2.1 million, and (v) Community Reinvestment Act loans and investments
with a book value of approximately $19.7 million. The preceding amounts represent the estimated
book values for such assets as of December 2009. Please be advised, however, that book value does
not necessarily reflect fair market value. Information concerning the estimated liquidation values
associated with these assets is included in exhibits attached to the Disclosure Statements of the
Plans.
6. The proponents of the Plans estimate that as a result of the Merger proposed by the Plans, the
assets of the Debtor (including approximately $25 million of cash), FGCC (including approximately
$1 million of cash) and FRC (described above) will become assets of the Reorganized Debtor. Under
the Plans, any existing liabilities of FGCC and FRC that are unsatisfied as of the date of the
Merger, any guarantees by FGCC or FRC of any obligations of the Debtor and any joint and several
liabilities of the Debtor, FGCC and/or FRC will become obligations of the Reorganized
Debtor.3 Each of the Plans proposes treatment regarding the pre-
1 | FRC formerly originated residential loans. Many of the loans originated by FRC were sold to third parties in either whole loan sales or securitized transactions. In many of these whole loan sale transactions, FRC agreed to sell the loans for cash, and gave customary representations and warranties regarding the loan characteristics and origination process that obligated FRC to repurchase those loans if certain defaults occurred within a designated period following the sale. Repurchase Claims means and includes claims that have been or are anticipated could be asserted against FRC with respect to such repurchase obligations. | |
2 | Non-Repurchase Litigation Claims means and include all liabilities and claims asserted against FRC and FGCC other than the Repurchase Claims. As set forth in the Disclosure Statements, virtually all these claims relate to FRCs lending operations and primarily involve title actions, foreclosure proceedings or claims asserted by individual borrowers against FRC. | |
3 | As a result of any Merger, the equity securities of FGCC and FRC will be cancelled and all intercompany debts and claims between the Debtor, FGCC and FRC will be eliminated. |
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Merger claims after the Effective Date of each of the Plans, as discussed in more detail in the
Disclosure Statements and below.
7. For each of the Plans, the amount of the initial cash distribution to FGC creditors under the
Plans, and consequently the remaining cash and other assets of the Reorganized Debtor available to
pay creditors of FRC and FGCC, is subject to approval by the Bankruptcy Court. These matters will
be subject to proof at the below-described hearing on confirmation of the Plans before the
Bankruptcy Court. The Bankruptcy Courts determination of these matters will be based upon a
variety of factual information, estimates and assumptions, which though considered reasonable by
the proponents of the Plans at the present time, may not be realized. Accordingly, there can be no
guarantee that the remaining cash and other assets will be adequate to fully satisfy the creditor
claims ultimately proven against FRC, FGCC and FGC.
8. As of the date of this notice, US Bank and Wells Fargo, in their respective capacities as
trustees for various securitization trusts, have asserted liquidated and unliquidated Repurchase
Claims against FRC totaling approximately $200,000,000. Other substantial Repurchase Claims may
also exist.
The Ranch Capital Plan
9. The Ranch Capital Plan provides that the Reorganized Debtor will make a distribution of up to
approximately $309 million in cash, a substantial portion of which would come from FRC
(approximately $287.2 million) on or about the Effective Date of the Ranch Capital Plan in
satisfaction of the certain claims asserted by creditors against FGC. After giving effect to the
initial cash distribution to FGCs creditors under the Ranch Capital Plan, as to the remaining cash
and assets of the Reorganized Debtor available to pay creditors of FRC and FGCC (and any unpaid FGC
creditor claims), FRC and FGCC creditor claims must be satisfied or reserved (in amounts to be
determined by the Reorganized Debtor) for payment before additional distributions may be made on
account of any remaining FGC creditor claims. Ranch Capital believes, based on estimates described
below that as a consequence, the Reorganized Debtor will have cash of approximately $41.3 million
net of accrued administrative liabilities, as well as income from operations of the Reorganized
Debtor and the disposition of assets that may be liquidated for cash, for the payment of
anticipated liabilities of FRC and FGCC and the costs and expenses of operating and administering
the Reorganized Debtor. The Reorganized Debtor is likely to have an additional $24 million as the
result of a tax refund for operating expenses and payment of creditor claims. Moreover, the Ranch
Capital Plan is predicated on the reorganization and growth of the business operations of the
Reorganized Debtor.
10. Ranch Capital will create a reserve of $37,200,000 for Repurchase Claims. Based on information
provided by the Debtor and its financial advisors, Ranch Capital believes that (1) the known
Repurchase claims are approximately $26.4 million and (2) the unknown Repurchase Claims are
estimated at $10.8 million. After the Effective Date of the Ranch Capital Plan, the Board of
Directors of the Reorganized Debtor may determine to increase or decrease the amount reserved for
the satisfaction of Repurchase Claims, as necessary and without further order of the Bankruptcy
Court, based on the results of independent evaluations by third-party financial experts. The
amount of cash (and assets that may be reduced to cash) that Ranch Capital estimates that the
Reorganized Debtor will hold as of the Effective Date of the Ranch Capital
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Plan is in excess of this amount, after giving effect to the proposed $309 million distribution.
As stated above, the amounts estimated by Ranch Capital are based on FRCs books and records, the
historical results in resolving Repurchase Claims, the progress made to date in resolving
Repurchase Claims, and other information furnished Ranch Capital by the Debtor and FRC.
The Signature Plan
11. The Signature Plan provides that the Reorganized Debtor will make a distribution of
approximately $313 million in cash (of the proposed $292 million, approximately $290 million would
come from FRC) on or shortly after the Effective Date of the Signature Plan in satisfaction of the
certain claims asserted by creditors against FGC in the Case. After giving effect to the initial
cash distribution to FGCs creditors under the Signature Plan, as to the remaining cash and assets
of the Reorganized Debtor available to pay creditors of FRC and FGCC (and any unpaid of the FGC
creditor claims), FRC and FGCC creditor claims will be satisfied or an amount will be reserved for
purposes of satisfying the remaining FGC creditor claims (such exact amount to be determined by the
Reorganized Debtor and/or the Bankruptcy Court) from such funds.
12. Signature believes, based on its best estimates, that the Reorganized Debtor will have the
following available to pay the anticipated liabilities of FRC and FGCC from and after the Effective
Date of the Signature Plan:
(a) | Cash of a minimum of $35 million as of the Effective Date; | ||
(b) | Income from operations of the Reorganized Debtor and the disposition of assets that may be liquidated for cash (after costs and expenses of operating and administering the Reorganized Debtor in accordance with the Signature Plan); and | ||
(c) | An additional $24 million as the result of an expected tax refund (as described in the Signature Disclosure Statement). |
13. On the Effective Date of the Signature Plan, Signature will establish a balance sheet cash
reserve of $15,000,000 reflecting its best estimate of the likely liability for Repurchase Claims
payable over time. (This reserve is in addition to Signatures assumption that FRC will utilize
$20 million in cash to pay known Repurchase Claims on or before the Effective Date of the Signature
Plan and reduce corresponding liabilities in the same amount, which assumption may or may not prove
to be correct). After the Effective Date of the Signature Plan, the Reorganized Debtors Board of
Directors may determine to increase or decrease the amount reserved for the satisfaction of
Repurchase Claims (the Signature Plan proposes periodic adjustments after the Effective Date that
maintain a reserve equal to or greater than anticipated claims payments for the following 12
months), subject to any applicable Court order governing the reserves. Upon obtaining a line of
credit after the Effective Date of the Signature Plan, the Reorganized Debtors Board of Directors
may determine that a cash reserve may not be in the best interest of the company and may,
alternatively, elect to establish a reserve under the line of credit to satisfy the potential
liability for Repurchase Claims.
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14. After giving effect to the proposed Effective Date distribution of $313 million under the
Signature Plan there will remain substantial amounts of cash, loans, real estate, and other
investments and assets that may be reduced to cash as well to satisfy any liquidity needs of the
Reorganized Debtor. Signature believes that these funds collectively exceed the likely unpaid
Post-Effective Date Merger Claims by a significant margin insuring that all claims may be satisfied
in the ordinary course of business as they are resolved.
The Creditors Committee Plan
15. The Creditors Committee Plan provides that the Reorganized Debtor will make a distribution of
$275 million in cash (or such lesser amount as approved by the Bankruptcy Court) (of the proposed
$275 million, approximately $253 million would come from FRC) on or about the Effective Date of the
Creditors Committee Plan in partial satisfaction of the claims asserted by creditors against FGC.
After giving effect to the initial cash distribution to FGCs creditors under the Creditors
Committee Plan, as to the remaining cash and assets of the Reorganized Debtor available to pay
creditors of FRC and FGCC (and any unpaid FGC creditor claims), FRC and FGCC creditor claims must
be satisfied or reserved (in amounts to be determined by the Reorganized Debtor) for payment before
additional distributions may be made on account of any remaining FGC creditor claims. The
Creditors Committee believes, based on the estimates described in paragraphs 5 and 6 above that as
a consequence, the Reorganized Debtor will have cash of $68.7 million net of accrued administrative
liabilities, as well as income from operations of the Reorganized Debtor and the disposition of
assets that may be liquidated for cash, for the payment of anticipated liabilities of FRC and FGCC
and the costs and expenses of operating and administering the Reorganized Debtor.
16. As discussed more fully in the Creditors Committee Disclosure Statement, the Creditors
Committee estimates that up to approximately $41.1 million in cash may be required to satisfy
Post-Effective Date Merger Claims. The amount estimated by the Creditors Committee to satisfy
such claims is based on FRCs books and records, the historical results in resolving Repurchase
Claims, the progress made to date in resolving Repurchase Claims, and other information furnished
by the Debtor and FRC.
17. FRC has created a Repurchase Claims reserve of $37,200,265 and a reserve for Non-Repurchase
Litigation Claims of $940,301. After the Effective Date, the Plan Administrator (as defined in the
Creditors Committee Plan), in consultation with the board of directors of the Reorganized Debtor,
may determine to increase or decrease the amount reserved for the satisfaction in full of
Post-Effective Date Merger Claims (which include Repurchase Claims). The amount of cash (and
assets that may be reduced to cash) that the Creditors Committee estimates that the Reorganized
Debtor will hold as of the Effective Date is in excess of these amounts, after giving effect to the
proposed $275 million distribution.
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The Equity Committee Plan
18. The Equity Committee Plan provides that the Reorganized Debtor will make a distribution on or
about the Effective Date of the Equity Committee Plan in partial satisfaction of the claims
asserted by creditors of FGC. The distribution will pay the claims of the secured creditors of FGC
and the general unsecured creditors of FGC, except for the holders of approximately $103 million of
9% Junior Subordinated Debentures who will retain all of their legal, equitable and contractual
rights unless they vote to accept an alternative treatment under the Equity Committee Plan. While
the exact amount of the distribution is not stated in the Equity Committee Plan, the sum of
principal and interest on such claims ranges from approximately $232 million to $272 million
(depending on the outcome of the election on an alternative plan treatment), payment of which is
primarily FRC cash. The remaining cash and assets of the Reorganized Debtor available to pay
creditors of FRC and FGCC (and any unpaid FGC creditor claims) will be used to support the ongoing
business of the Reorganized Debtor, except for the sum of $44.05 million being reserved for payment
to creditors of FRC.
19. As set forth above, FRC has created a reserve for Repurchase Claims of $37,200,265 and reserves
for other litigation of $940,301. These reserves are based upon FRCs experience in handling
claims and how analogous matters have been handled by other similarly situated debtors. Based on
information provided by the Debtor and subject to proof at any hearing to consider confirmation of
the Equity Committee Plan, the Equity Committee believes that FRCs reserves are overstated. The
Equity Committee Plan proposes to reserve $44.05 million in cash required to satisfy Post-Effective
Date Merger Claims consisting of approximately $37.2 million of Repurchase Claims (the
Repurchase Claim Amount) and approximately $6.85 million of Non-Repurchase Litigation
Claims (the Non-Repurchase Litigation Claim Amount). The Repurchase Claim Amount
represents the estimated cost to resolve Repurchase Claims, a determination made by the Equity
Committee, based on FRCs books and records, the historical results in resolving Repurchase Claims,
the progress made to date in resolving Repurchase Claims, and other information furnished by the
Debtor. The Non-Repurchase Claim Amount similarly represents what the Equity Committee understands
to be the average settlement range for such liabilities. The Equity Committee Disclosure Statement
sets forth the assumptions underlying the projected estimated Repurchase Claim Amount and
Non-Repurchase Litigation Claim Amount. The Equity Committee Plan provides that the Reorganized
Debtor will retain the right to increase the amount of reserves as deemed appropriate by the
Reorganized Debtor.
The New World Plan
20. The New World Plan provides that the Reorganized Debtor will make a distribution of
approximately $241.1 million in cash (approximately $219 million from FRC) on or about the
Effective Date of the New World Plan in satisfaction of the certain claims asserted by creditors of
FGC. After giving effect to the initial cash distribution to FGCs creditors under the New World
Plan, as to the remaining cash and assets of the Reorganized Debtor available to pay creditors of
FRC and FGCC (and any unpaid FGC creditor claims), FRC and FGCC creditor claims must be satisfied
or reserved (in amounts to be determined by the Reorganized Debtor) for payment before additional
distributions may be made on account of any remaining FGC creditor claims. New World believes,
based on the estimates described below and in the New World Disclosure Statement that as a
consequence, the Reorganized Debtor will have cash of
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approximately $90 million net of accrued administrative liabilities, as well as income from
operations of the Reorganized Debtor and the disposition of assets that may be liquidated for cash,
for the payment of anticipated liabilities of FRC and FGCC and the costs and expenses of operating
and administering the Reorganized Debtor. The Reorganized Debtor is likely to have an additional
$24 million as the result of a tax refund for operating expenses and payment of creditor claims.
Moreover, New Worlds Plan is predicated on the reorganization and growth of the business
operations of the Reorganized Debtor.
21 As set forth above and as more fully described in the New World Disclosure Statement, various
parties in the Case estimate that between $14.9 million and $29.4 million in cash may be required
to satisfy Post-Effective Date Merger Claims. The amounts estimated by New World are based on
FRCs books and records, the historical results in resolving Repurchase Claims, the progress made
to date in resolving Repurchase Claims, and other information furnished New World by the Debtor and
FRC.
22. New World will create a reserve of $30,000,000 for Post-Effective Date Merger Claims. After
the Effective Date of the New World Plan, the Board of Directors of the Reorganized Debtor may
determine to increase or decrease the amount reserved for the satisfaction of Post-Effective Date
Merger Claims (which include Repurchase Claims). The amount of cash (and assets that may be
reduced to cash) that New World estimates that the Reorganized Debtor will hold as of the Effective
Date of the New World Plan is in excess of this amount, after giving effect to the proposed $241.1
million distribution.
Additional Information Applicable to All the Plans; Important Dates and Deadlines in the
Case
23. Insofar as may be required or applicable, any corporate action to implement any Merger will be
taken by the board of directors of the Reorganized Debtor, contemporaneously with the occurrence of
the Effective Date of any Plan. The Debtor, FGCC and FRC, and each of their respective current
management teams and boards of directors, have not approved or endorsed, and will not be required
to take any action to effectuate, the Merger.
24. To the extent you are a creditor of FRC or FGCC, or believe you may have a claim against FRC or
FGCC, your rights may be affected by approval/confirmation and implementation of any of the Plans.
You should consult with your own legal and financial advisors to determine how this might impact
your rights and whether you desire to be heard in connection with the FGC bankruptcy case and the
proposed Plans.
25. The Bankruptcy Court can approve/confirm only one of the Plans. You have the right to comment
on or object to the Plans if you believe your rights as a creditor or potential creditor are
impaired. If you desire to be heard, please note the time deadlines for filing objections and
comply with same. In evaluating your options, you or the professionals you retain should read the
Plans and the Disclosure Statements carefully. This notice is being provided solely to advise you
that the Plans and Merger proposed by the Plans are being considered, and may impact your rights.
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26. Please note that hearings regarding the adequacy of the Disclosure Statements and the form of
this notice were held on January 8, 15, and 22, 2010 before the United States Bankruptcy Court for
the Central District of California, Courtroom 5A, 411 West Fourth Street, Santa Ana, California.
Please note that a further hearing regarding whether any of the Plans (and if so which one) should
be confirmed under the Bankruptcy Code will be held on March 12, 2010 at 9:30 a.m. Pacific Time
and March 19, 2010 at 9:30 a.m. Pacific Time. The hearing may be continued without further notice.
IF YOU BELIEVE THAT YOUR INTERESTS MAY BE IMPACTED BY ADOPTION OF THE PLANS, YOU SHOULD CONTACT
LEGAL AND FINANCIAL ADVISORS TO DETERMINE HOW BEST TO PROTECT YOUR INTERESTS. Any objections to
confirmation of the Plans must be filed on or before 5 p.m. Pacific Time on March 1, 2010 to be
considered by the Bankruptcy Court. Any objections to any of the Plans, and any evidence you wish
to rely upon in support of any objections, must be filed and served in accordance with the
procedures set forth in the notices which accompany each of the Plans and Disclosure Statements
(the Plan Confirmation Notices).
27. You can obtain a copy of the Plans, the Disclosure Statements and the Plan Confirmation Notices
from (i) the Office of the Clerk, United States Bankruptcy Court for the Central District of
California, Santa Ana Division, 411 West Fourth St., Santa Ana, California 92701; (ii) through the
Bankruptcy Courts website using the PACER service (www.cacb.uscourts.gov); (iii) through the
Debtors website (www.kccllc.net/Fremontgeneral); or (iv) by making a written request to counsel
for (a) Ranch Capital at Munger, Tolles & Olson LLP, 355 South Grand Avenue, Suite 3500, Los
Angeles, California 90071-1560, Attn: Derek Kaufman, Facsimile (213) 687-3702, (b) Signature at
Manderson, Schafer & McKinlay, 4695 MacArthur Court, Suite 1295, Newport Beach, California 90060,
Attn: John Schafer/Chris Manderson, Facsimile (949) 743-8310, (c) the Creditors Committee at Klee,
Tuchin, Bogdanoff & Stern LLP, Attn: Shanda D. Pearson, Paralegal, 1999 Avenue of the Stars,
39th Floor, Los Angeles, California 90067, Facsimile (310) 407-9090, (d) the Official
Committee of Equity Holders at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, Attn: Evan D.
Smiley, 650 Town Center Drive, Suite 950, Costa Mesa, California 92626, Facsimile (714) 966-1002,
and (e) New World at Sonnenschein Nath & Rosenthal LLP, 1221 Avenue of the Americas, New York, New
York 10020, Attn: Daniel Pina, Paralegal, Facsimile (212) 768-6800.
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