When Kodak filed for Chapter 11 bankruptcy a year ago, the company promised to re-emerge stronger than ever a year later. While that scenario has yet to play out, the gears do seem to be turning: US bankruptcy court Judge Allan Gropper today approved Kodak's bid to borrow up to $844 million from Centerbridge Partners LP. That approval's still conditional, mind you, on the completion of Kodak's recent digital imaging patent fire sale (at "no less than $500 million"). Should that all pan out, the company plans to emerge from bankruptcy by "mid-2013," no doubt worse for wear but better than a few years back.
Kodak Receives Court Approval of Financing Agreement
Court's Decision is Major Step toward Emergence
ROCHESTER, N.Y.--(BUSINESS WIRE)--In a significant step toward its emergence from Chapter 11, Eastman Kodak Company today received approval from U.S. Bankruptcy Court Judge Allan Gropper of the Southern District of New York for the company's previously announced commitment from the Steering Committee of the Second Lien Noteholders Committee for interim and exit financing. This financing, which authorizes Kodak to borrow up to $844 million, strengthens Kodak's position to successfully execute its remaining reorganization objectives, finalize its Plan of Reorganization, and emerge from Chapter 11 in mid-2013.
"Taken together, these accomplishments, along with other recent developments, such as the resolution of certain of our legacy liabilities, demonstrate the tangible and meaningful progress Kodak is making as it moves through the final phase of its restructuring."
"The Court's approval of this financing commitment puts Kodak in a strong position to emerge from Chapter 11. This agreement, in conjunction with the recently approved sale and licensing of our digital imaging patent portfolio, lays the financial foundation for our Plan of Reorganization and a successful emergence from Chapter 11 as a profitable and sustainable company," said Antonio M. Perez, Chairman and Chief Executive Officer. "Taken together, these accomplishments, along with other recent developments, such as the resolution of certain of our legacy liabilities, demonstrate the tangible and meaningful progress Kodak is making as it moves through the final phase of its restructuring."
The previously announced financing includes new money term loans of $455 million, as well as term loans of up to $375 million issued to holders of senior secured notes participating in the new money term loans in a dollar-for-dollar exchange for amounts outstanding under the company's pre-petition second lien notes. The financing is predicated on certain conditions, including the successful completion of the sale of Kodak's digital imaging patent portfolio for no less than $500 million. The Bankruptcy Court recently approved the sale of this portfolio for $527 million, and the completion of this sale is expected in February 2013.
Upon meeting certain additional conditions, the approved financing also provides Kodak the option of converting up to $644 million of the loans into exit financing due five years after emergence. The additional conditions include the consummation of a Plan of Reorganization by September 30, 2013, the resolution of the company's U.K. pension obligations, and the successful completion of all or a portion of the sales of Kodak's Document Imaging and Personalized Imaging businesses, as detailed in the agreement. Kodak continues to make progress toward these objectives.
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This document includes "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning the Company's plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or business trends, and other information that is not historical information. When used in this document, the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts," or future or conditional verbs, such as "will," "should," "could," or "may," and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management's examination of historical operating trends and data are based upon the Company's expectations and various assumptions. Future events or results may differ from those anticipated or expressed in these forward-looking statements. Important factors that could cause actual events or results to differ materially from these forward-looking statements include, among others, the risks and uncertainties described under the heading "Risk Factors" in the Company's most recent annual report on Form 10-K under Item 1A of Part 1, in the Company's most recent quarterly report on Form 10-Q under Item 1A of Part II and those described in filings made by the Company with the U.S. Bankruptcy Court for the Southern District of New York and in other filings the Company makes with the SEC from time to time, as well as the following: the Company's ability to successfully emerge from chapter 11 as a profitable sustainable company, the ability of the Company to continue as a going concern, the Company's ability to obtain Bankruptcy Court approval with respect to motions in the chapter 11 cases, the ability of the Company and its subsidiaries to prosecute, develop and consummate one or more plans of reorganization with respect to the chapter 11 cases, Bankruptcy Court rulings in the chapter 11 cases and the outcome of the cases in general, the length of time the Company will operate under the chapter 11 cases, risks associated with third party motions in the chapter 11 cases, which may interfere with the Company's ability to develop and consummate one or more plans of reorganization once such plans are developed, the potential adverse effects of the chapter 11 proceedings on the Company's liquidity, results of operations, brand or business prospects, the ability to execute the Company's business and restructuring plan, increased legal costs related to the Bankruptcy Filing and other litigation, our ability to raise sufficient proceeds from the sale of non-core assets and the monetization of our digital imaging patent portfolios within our plan, the Company's ability to generate or raise cash and maintain a cash balance sufficient to fund continued investments, capital needs, restructuring payments and service its debt and financing arrangements, the Company's ability to manage contracts that are critical to its operation, to obtain and maintain appropriate terms with customers, suppliers and service providers, to maintain product reliability and quality, to effectively anticipate technology trends and develop and market new products, solutions and technologies, to retain key executives, managers and employees, our ability to successfully license and enforce our intellectual property rights and the ability of the Company's non-U.S. subsidiaries to continue to operate their businesses in the normal course and without court supervision. There may be other factors that may cause the Company's actual results to differ materially from the forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf apply only as of the date of this document and are expressly qualified in their entirety by the cautionary statements included in this report. The Company undertakes no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.