Attached files
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8-K - FORM 8-K - INSIGHT HEALTH SERVICES HOLDINGS CORP | a58497e8vk.htm |
EX-2.1 - EX-2.1 - INSIGHT HEALTH SERVICES HOLDINGS CORP | a58497exv2w1.htm |
EX-2.2 - EX-2.2 - INSIGHT HEALTH SERVICES HOLDINGS CORP | a58497exv2w2.htm |
Exhibit 2.3
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
SOUTHERN DISTRICT OF NEW YORK
) | ||||||
In re:
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) | Chapter 11 | ||||
) | ||||||
INSIGHT HEALTH SERVICES
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) | |||||
HOLDINGS
CORP., et al.,1
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) | Case No. 10-16564 (AJG) | ||||
) | ||||||
Debtors.
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) | Jointly Administered | ||||
) | ||||||
SUPPLEMENT TO DEBTORS DISCLOSURE STATEMENT FOR THE
DEBTORS PREPACKAGED JOINT CHAPTER 11 PLAN OF REORGANIZATION
DEBTORS PREPACKAGED JOINT CHAPTER 11 PLAN OF REORGANIZATION
James H.M. Sprayregen, P.C.
|
Ryan Blaine Bennett (admitted pro hac vice) | |
Edward O. Sassower
|
Paul Wierbicki (admitted pro hac vice) | |
KIRKLAND & ELLIS LLP
|
KIRKLAND & ELLIS LLP | |
601 Lexington Avenue
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300 North LaSalle Street | |
New York, New York 10022
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Chicago, Illinois 60654 | |
Telephone: (212) 446-4800
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Telephone: (312) 862-2000 | |
Facsimile: (212) 446-4900
|
Facsimile: (312) 862-2200 |
Counsel to the Debtors and Debtors in Possession
Dated: January 21, 2011
1 | The Debtors in these chapter 11 cases, along with the last four digits of each Debtors federal tax identification number, include: InSight Health Services Holdings Corp. (0028); InSight Health Services Corp. (2770); Comprehensive Medical Imaging Centers, Inc. (6946); Comprehensive Medical Imaging, Inc. (2473); InSight Health Corp. (8857); Maxum Health Services Corp. (5957); North Carolina Mobile Imaging I LLC (9930); North Carolina Mobile Imaging II LLC (0165); North Carolina Mobile Imaging III LLC (0251); North Carolina Mobile Imaging IV LLC (0342); North Carolina Mobile Imaging V LLC (0431); North Carolina Mobile Imaging VI LLC (0532); North Carolina Mobile Imaging VII LLC (0607); Open MRI, Inc. (1529); Orange County Regional PET Center Irvine, LLC (0190); Parkway Imaging Center, LLC (2858); and Signal Medical Services, Inc. (2413). The location of the Debtors corporate headquarters and the Debtors service address is: 26250 Enterprise Court, Suite 100, Lake Forest, California 92630. |
InSight Health Services Holdings Corp., InSight Health Services Corp., Comprehensive
Medical Imaging Centers, Inc., Comprehensive Medical Imaging, Inc., InSight Health Corp., Maxum
Health Services Corp., North Carolina Mobile Imaging I LLC , North Carolina Mobile Imaging II LLC,
North Carolina Mobile Imaging III LLC, North Carolina Mobile Imaging IV LLC, North Carolina Mobile
Imaging V LLC, North Carolina Mobile Imaging VI LLC, North Carolina Mobile Imaging VII LLC, Open
MRI, Inc., Orange County Regional PET Center Irvine, LLC, Parkway Imaging Center, LLC and Signal
Medical Services, Inc. (collectively, the Debtors) are Filing and sending you this
document (this Disclosure Statement Supplement) as a supplement to the Debtors
Disclosure Statement for the Debtors Prepackaged Joint Chapter 11 Plan of Reorganization [Docket
No. 24] (the Disclosure Statement) because you may be a creditor that was entitled to
vote to approve the Debtors Prepackaged Joint Chapter 11 Plan of Reorganization [Docket No. 23]
(as the same may be amended from time to time the
Plan).2
The Debtors
solicited your vote to approve the Plan before the Debtors Filed voluntary cases under Chapter 11
of Title 11 of the United States Code (the Bankruptcy Code) on December 10, 2010 (the
Petition Date).
SUPPLEMENT TO DEBTORS DISCLOSURE STATEMENT FOR THE
DEBTORS JOINT CHAPTER 11 PLAN OF REORGANIZATION
DEBTORS JOINT CHAPTER 11 PLAN OF REORGANIZATION
DATED JANUARY 21, 2011
INTRODUCTION
The Debtors are Filing and sending you this Disclosure Statement Supplement because the
Debtors solicited your vote on the Plan. This Disclosure Statement Supplement references and
describes certain provisions of the Plan and the Disclosure Statement.
The contents of this Disclosure Statement Supplement may not be deemed as providing any legal,
financial, securities, tax or business advice. The Debtors urge each Holder of a Claim or Interest
to consult with its own advisors with respect to any such legal, financial, securities, tax or
business advice in reviewing the Disclosure Statement and this Disclosure Statement Supplement, the
Plan and each of the proposed transactions contemplated thereby. Furthermore, the Bankruptcy
Courts approval of the adequacy of disclosure contained in the Disclosure Statement (as
supplemented by this Disclosure Statement Supplement) does not constitute the Bankruptcy Courts
approval of the merits of the Plan.
Moreover, the Disclosure Statement or this Disclosure Statement Supplement does not
constitute, and may not be construed as, an admission of fact, liability, stipulation or waiver.
Rather, Holders of Claims and Interests should construe the Disclosure Statement and this
Disclosure Statement Supplement as a statement made in settlement negotiations related to contested
matters, adversary proceedings and other pending or threatened litigation or actions.
The Debtors have not authorized any party to give any information about or concerning the Plan
other than that which is contained in the Disclosure Statement and this Disclosure Statement
Supplement. The Debtors have not authorized any representations concerning the Debtors or the
value of their property other than as set forth in the Disclosure Statement and this Disclosure
Statement Supplement. Claimants should not rely upon any information, representations or other
inducements made to obtain acceptance of the Plan that are other than, or inconsistent with, the
information contained herein and in the Plan and the Disclosure Statement.
This Disclosure Statement Supplement references and summarizes certain provisions of the
Plan and the Disclosure Statement, certain other documents and certain financial information. The
Debtors believe that these summaries are fair and accurate; however, you should read the Plan and
the Disclosure Statement in their entirety. In the event of any inconsistency or discrepancy
between a description contained in this Disclosure Statement Supplement and the terms and
provisions of the Plan or the other documents to be
2 | Unless otherwise defined in this Disclosure Statement Supplement, all capitalized terms used herein shall have the meanings ascribed to them in the Plan. |
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incorporated herein by reference, the Plan, or such other documents, as applicable, shall govern for all purposes.
DISCLOSURE STATEMENT SUPPLEMENT
I. THIRD PARTY RELEASE.
This Disclosure Statement Supplement hereby supplements subsection 5 (Third Party Release)
of section G (Settlement, Release, Injunction and Related Provisions) of Article IV (The Joint
Plan) of the Disclosure Statement with the following language:
The Third Party Release provision in the Plan provides for a full
discharge to the Third Party Releasees, subject to limited
exceptions for claims (a) arising under the Exit Facility, (b)
expressly set forth in and reinstated or preserved by the Plan, the
Plan Supplement or any related documents or (c) (as provided in the
Confirmation Order) arising out of fraud, gross negligence and
willful misconduct.
The Third Party Release is given in exchange for the good and
valuable consideration provided by the Debtor Releasees and the
Third Party Releasees. The Third Party Release arises due to the
unique circumstances of the Chapter 11 Cases. All of the Third
Party Releasees, including the Debtors directors and officers and
Holders of Senior Secured Notes involved in negotiating the terms of
the Restructuring Support Agreement and the Plan before the Petition
Date, as well as the Plan Supplement (including the Corporate
Governance Documents) after the Petition Date, have supplied
integral services without which the Debtors could not have proposed
their Plan, including, notably, the Restructuring Support Agreement,
the Plan and the materials constituting the Plan Support Agreement
(many of which will be integral in governing the Reorganized
Debtors). In light of the efforts of these parties, the Debtors are
able to propose the Plan and seek to emerge expeditiously from
chapter 11. The Third Party Releasees are responsible for assisting
the Debtors throughout the reorganization process and, as such, are
appropriate recipients of the Third Party Release.
Further, the Third Party Release is fully consistent with applicable
law and, moreover, applies only to the extent permitted by
applicable law. In the Second Circuit and other jurisdictions, a
third party release under a plan of reorganization is appropriate
where the third parties to whom such release applies affirmatively
consent to such release. Courts have held that consent is present
when a party votes to accept a plan. Likewise, courts also have
held that consent to a release exists when a party has the
opportunity to object, but chooses not to do so. The Debtors are
not aware of any objection to the Third Party Release. Accordingly,
the Debtors believe that the Plans provision for the Third Party
Release is appropriate.
II. RISKS ASSOCIATED WITH DISBURSING AGENT.
This Disclosure Statement Supplement hereby supplements section B (Certain Bankruptcy Law
Considerations) of Article IX (Plan Related Risk Factors and Alternatives to Confirming and
Consummating the Plan) of the Disclosure Statement with the following language:
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9. Risks Associated with Distribution Agent.
Article 6 of the Plan sets forth provisions governing distributions
under the Plan, including certain rights and powers of the Entity or
Entities chosen by the Reorganized Debtors to make or facilitate
distributions under the Plan (the Distribution Agent). In
particular, Article VI.B provides that the Distribution Agent shall
not be required to give any bond or surety or other security for the
performance of its duties unless otherwise ordered by the Bankruptcy
Court.
The Debtors expect the Distribution Agent to be the Depository Trust
Company in connection with the Indenture Trustee or another well
regarded and experienced stock and securities transfer agent, and,
therefore, the Debtors do not believe that there is any material
risk that the Distribution Agent does not perform its duties. As
such, the Debtors believe that no bond or surety or other security
is necessary. Nonetheless, the Distribution Agent likely will be a
third party unrelated to the Debtors or the Reorganized Debtors,
and, therefore, the Debtors cannot control the Distribution Agent
and cannot fully ensure that the Distribution Agent satisfactorily
complies with its duties in connection with distributions under the
Plan.
CONCLUSION AND RECOMMENDATION
For the reasons set forth in the Disclosure Statement and this Disclosure Statement
Supplement, the Debtors believe the Plan is in the best interests of all creditors and should be
confirmed by the Court.
New York, New York
Dated: January 21, 2011
Dated: January 21, 2011
InSight Health Services Holdings Corp. | ||||||
(for itself and all other Debtors) | ||||||
By: Name: |
/s/ Keith S. Kelson
|
|||||
Title: | Executive Vice President and | |||||
Chief Financial Officer |
Prepared By: |
||
James H.M. Sprayregen, P.C.
|
Ryan Blaine Bennett (admitted pro hac vice) | |
Edward O. Sassower
|
Paul Wierbicki (admitted pro hac vice) | |
KIRKLAND & ELLIS LLP
|
KIRKLAND & ELLIS LLP | |
601 Lexington Avenue
|
300 North LaSalle Street | |
New York, New York 10022
|
Chicago, Illinois 60654 | |
Telephone: (212) 446-4800
|
Telephone: (312) 862-2000 | |
Facsimile: (212) 446-4900
|
Facsimile: (312) 862-2200 |
Counsel to the Debtors and Debtors in Possession
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