Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 333-71091*
IBF Fund Liquidating LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 06-1708882 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
|
c/o Arthur Steinberg, as ICA Trustee King & Spalding LLP 1185 Avenue of the Americas New York, New York |
10036 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 556-2100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Act. o Yes o No NOT APPLICABLE
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. o Yes o No NOT APPLICABLE
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o NOT APPLICABLE
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o NOT APPLICABLE |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). o Yes þ No
State the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrants
most recently completed second fiscal quarter. NOT APPLICABLE
DOCUMENTS INCORPORATED BY REFERENCE
None
None
*IBF Fund Liquidating LLC (the Company, we, us or our) is the transferee of the assets
and certain liabilities of IBF Collateralized Finance Corporation (CFC), IBF VI Secured
Lending Corporation (SLC and with CFC, collectively the Funds)
and IBF Premier Hotel Group, Inc. (IBF Hotel) pursuant to the First Amended Joint Liquidating
Plan of Reorganization (the Plan) with Respect To InterBank Funding Corp. (IBF), the Funds and
IBF Hotel (collectively, the Debtors) that was confirmed by order of the United States Bankruptcy
Court for the Southern District of New York dated August 14, 2003 and approved in all respects by
order dated September 5, 2003 of the United States District Court for the Southern District of New
York. On December 10, 2003, the Plan went effective with respect to the Funds and IBF Hotel.
Pursuant to oral no-action relief provided by the Office of Chief Counsel, Division of Corporate
Finance of the Commission on August 12, 2003 (the No-Action Relief), the Company is submitting
this Annual Report under cover of Form 10-K under SLCs former Commission file number. Pursuant to
the No-Action Relief, this Annual Report need not and does not comply with all of the requirements
of Form 10-K and is not deemed filed pursuant to Section 13 of the Securities Exchange Act of 1934.
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Part I
Item 1. Business.
As reported to the ICA Trustee, IBF was formed in and around 1995 to make investments in
operating businesses, operating hotels, real estate development and properties, securitization
assets and other investments by raising investment capital through offerings of debt and equity
securities typically, unsecured high-yield notes sold in private placements through registered
broker-dealers. By January 31, 2002, the various funds established by IBF had raised approximately
$187 million in investment capital. The Funds were two such funds that survived a series of merger
transactions in 2001. The Funds were owned by IBF. All of the issued and outstanding equity
capital of IBF was owned by Simon A. Hershon.
On June 7, 2002, IBF and the Funds each filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York
(the Bankruptcy Court). IBF Hotel filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code in the Bankruptcy Court on November 4, 2002. The Debtors Chapter 11 cases were
consolidated and were jointly administered.
On July 23, 2002, the United States Securities and Exchange Commission (the Commission)
filed a complaint against IBF, the Funds and Mr. Hershon (the Parties) in the United States
District Court for the Southern District of New York (the District Court) commencing a proceeding
entitled Securities and Exchange Commission v. IBF Collateralized Finance Corp. , et al., No.
02-CV-5713 (SHS) (the SEC Litigation). Generally, the Commission alleged that the Funds were
operated as unregistered investment companies in violation of the Investment Company Act of 1940,
as amended (the Investment Company Act), and that certain disclosures made by IBF and the Funds
to investors in various debt financings were misleading. On motion of the Commission in the SEC
Litigation, on December 5, 2002, the District Court granted summary judgment and appointed Arthur
J. Steinberg as trustee (Mr. Steinberg, the ICA Trustee, the Manager or the Liquidating
Agent) under the Investment Company Act for the Funds and their subsidiaries.
Following his appointment on December 5, 2002, Mr. Steinberg assumed all management
responsibilities for the Funds and formulated the First Amended Joint Liquidating Plan of
Reorganization (the Plan) of IBF, the Funds and IBF Hotel (collectively, the Debtors).
On May 28, 2003, Mr. Steinberg, as ICA Trustee, filed the Plan, which was the culmination of
discussions and negotiations, and reflects the settlements and compromises reached by Mr.
Steinberg, the Debtors, the committee of unsecured creditors appointed under the Bankruptcy Code
and the staff of the Commission.
The Plan provided for, among other things, the substantive consolidation of the Funds and IBF
Hotel. The Bankruptcy Court confirmed the Plan on August 14, 2003 and the Plan became effective
with respect to the Funds and IBF Hotel on December 10, 2003 (the Effective Date). On the
Effective Date, Mr. Steinberg, as ICA Trustee, made the initial distributions required by the Plan.
Assets, as well as certain liabilities, of the Funds and IBF Hotel remaining after this
distribution were assigned to the Company. Similarly, the remaining assets and liabilities of IBF
were assigned to IBF Liquidating LLC (IBF LLC). Both of the Company and IBF LLC are managed by
Mr. Steinberg in his separate capacity as the Manager and Liquidating Agent, and are monitored by
the Bankruptcy Court and the District Court pursuant to the Plan. On or about the Effective Date,
membership interests in the Company (Membership Interests) were distributed to holders of allowed
general unsecured claims pro rata in accordance with the amount of their claims (such holders, the
Members). On the Effective Date, after the Funds and IBF Hotels assets were transferred to the
Company, all outstanding shares of the Funds were automatically deemed canceled.
The Manager maintains a registry of Membership Interests in the Company and IBF LLC; no
certificates representing ownership of the Membership Interests have been or will be issued. The
terms of the Companys operating agreement provide that the Membership Interests of a Member may
not be transferred; provided, that the Membership Interests may be assigned or transferred by will,
intestate succession or operation of law or by order of a court of competent jurisdiction, upon
written notice to, and written approval of, the Manager, which approval may be withheld or
conditioned as the Manager deems necessary or advisable in his sole discretion.
The Company was organized for the purposes of liquidating, collecting and maximizing the cash
value of its assets, making distributions in accordance with the terms of the Plan and taking
actions as are necessary or appropriate to accomplish those purposes, including holding cash in the
form of cash, money market funds, treasury bills or other cash equivalents, holding assets for the
benefit of the Members, making limited additional investments in assets in certain instances to
preserve and maximize the value of the assets and permit the orderly liquidation of those assets,
enforcing the rights of the Members and defending claims against such assets. With limited
exceptions for pre-approved investments specified in the Plan and also reflected in the Companys
operating agreement, and for additional investments in an asset of an aggregate of $250,000 or
less, which investments the Manager may make in the exercise of his business judgment, all
additional investments in assets held by the Company made by the Manager are subject to oversight
of the District Court or the liquidating committee formed pursuant to the Plan (the Liquidating
Committee) as follows:
| If the aggregate additional investment would be for an
amount between $250,001 and $1,000,000, the Manager must
obtain the prior consent of the Liquidating Committee or,
in the absence of such consent, the Manager must receive
the approval of the District Court and provide notice to
the Liquidating Committee and an opportunity for hearing
before the District Court. |
||
| If the aggregate additional investment would equal or
exceed $1,000,000, the Manager must receive the approval
of the District Court and provide notice to all of the
Members of the Company and an opportunity for hearing
before the District Court. |
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The Manager anticipated that he would terminate the existence of the Company and make final
distributions with respect to the Company pursuant to the Plan upon the earlier of (i) the fifth
anniversary of the Effective Date, and (ii) the date on which the Manager determines, in his
business judgment, that (a) all assets of the Company have been liquidated, all causes of action
have been resolved and there are no potential sources of additional cash for distribution; (b)
there remain no claims against the applicable Debtor(s); (c) all debts and other obligations of the
Company have been paid or otherwise provided for; and (d) he is in a position to make a final
distribution in accordance with applicable law. Under the Plan, the existence of the Company
could, however, be extended to more than five years if the Manager applied for and obtained
approval of the District Court. Such a request was made to the District Court and was granted by
the District Court on January 30, 2009. The final distribution will occur when the Company has
completed its liquidation efforts and it is in a position to make a final distribution.
Pursuant to oral no-action relief provided by the Office of Chief Counsel, Division of
Corporate Finance of the Commission (the No-Action Relief), the Company is exempt from the
reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act).
However, pursuant to the No-Action Relief, the Manager is required to issue reports to the Members
annually and upon termination of the Company showing the assets and liabilities of the Company at
the end of each year and upon termination and the receipts and disbursements of the Manager for
each such period and event. The annual reports also will describe the changes in the Companys
assets and liabilities during the reporting period, and any action taken by the Manager during the
period in the performance of the Managers duties that have not been previously reported. The
financial statements contained in such reports will be prepared in accordance with generally
accepted accounting principles; however, the financial statements will not be audited by
independent public accountants. The annual reports are filed with the Commission under cover of
Form 10-K using SLCs Commission file number. Additionally, the annual report is posted on the
Companys website at www.ibffund.com. Pursuant to the No-Action Relief, these annual reports will
not be deemed filed pursuant to Section 13 of the Exchange Act.
Pursuant to the No-Action Relief, the Manager will cause the Company to file with the
Commission a current report under cover of Form 8-K using SLCs Commission file number whenever an
event with respect to the Company occurs that would require the filing of a Form 8-K by a company
registered under the Exchange Act or whenever a material event relating to the Companys assets or
liabilities has occurred, such as an interim distribution. The Plan contemplates that the Company
will make interim distributions approximately every 180 days, so long as there are funds available
for such purpose. Twenty days before each proposed interim distribution, the ICA Trustee must file
with the District Court, and serve on each Member of the Company, a report detailing (i) all
actions taken during the prior six-month period, (ii) the financial condition of the Company and
(iii) the amount and source of the proposed distribution. All interested parties will have an
opportunity to object to the proposed distribution, with any objection to be resolved by the
District Court. A current report under cover of Form 8-K will be filed in connection with each
interim distribution, disclosing the information required by the Plan. Pursuant to the No-Action
Relief, these current reports will not be deemed filed pursuant to Section 13 of the Exchange Act.
Copies of each current report filed under cover of Form 8-K also will be available on the Companys
website, and notice of the filing of each current report on Form 8-K will be provided to all
holders of Membership Interests.
Tax Treatment
The Company will issue an annual information statement to the Members with tax information for
their tax returns. Members are urged to consult with their own tax advisors as to their own filing
requirements and the appropriate tax reporting of this information on their returns.
Distributions
In December 2003, the Company issued a note in the original principal amount of $5 million
(with an interest rate of 3.5% per annum) (the Escrow Note) payable to certain investors (Escrow
Investors) who had invested in the Funds after the close of business on December 14, 2001 and
whose monies were deposited at the time into an escrow account created pursuant to discussions with
the staff of the Commission. On October 19, 2004, the ICA Trustee arranged for the Escrow Note to
be paid in full on or about such date, and to make a distribution to investors in the Funds holding
general unsecured claims (General Investors).
In February 2005, the Company distributed $7 million under the Plan. Escrow Investors were
paid $254,298 and General Investors were paid $6,610,566. The balance, $135,136, was reserved for
members of IBF V-Alternative Investment Holdings LLC (AIH) pending the closing of the acquisition
of the assets of AIH pursuant to the Purchase and Sale Agreement, dated as of February 22, 2005,
between AIH and the Company (the AIH Transaction), and has since been paid.
In September 2005, the Company distributed $4 million under the Plan. Escrow Investors were
paid $145,314 and General
Investors were paid $3,777,465. The balance, $77,221, was reserved for members of AIH pending the
closing of the AIH Transaction, and has since been paid.
In November 2005, the Company consummated the AIH Transaction and made a distribution of
$362,483 to members of AIH, meant as a catch-up payment to account for earlier distributions to
the Companys investors.
In December 2005, the Company distributed $6 million under the Plan. Escrow Investors were
paid $217,971 and General Investors were paid $5,782,029.
In October 2006, the Company distributed $5 million under the Plan. Escrow Investors were paid
$531,356 and General Investors were paid $4,469,644.
In April 2007, the Company distributed $8 million under the Plan. Escrow Investors were paid
$271,212 and General Investors were paid $7,728,788.
In May 2008, the Company distributed $1.2 million under the Plan. Escrow Investors were paid
$40,681 and General Investors were paid $1,159,319.
In December 2008, the Company distributed a $1.75 million under the Plan. Escrow Investors
were paid $59,327 and General Investors were paid $1,690,673.
Property Sales
There were no liquidation events in the calendar year 2009.
Employees
The Company has no employees. Two former employees of the Company are now consultants to the
Company.
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Item 1A. Risk Factors.
Certain statements contained in this Annual Report that are not historical constitute
forward-looking statements. You can identify forward-looking statements by the words
anticipate, assume, believe, estimate, expect, plan, intend, project, may, will
and other similar expressions. These statements are based upon our current expectations, estimates
and projections, and they are not guarantees of future results. The forward-looking statements
involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond
our control and could materially affect our actual results. Factors that could cause actual results
to differ materially from those expressed or implied by forward-looking statements include, but are
not limited to, the following risk factors.
We cannot assure the amounts or timing of distributions. If the values of our assets decline,
or if the costs and expenses related to selling our remaining assets exceed our current estimates,
then the amounts of any future distributions to the Members may be materially adversely affected.
In addition, the ability to sell or dispose of certain assets depends, in some cases, on the
availability of financing to buyers on favorable terms. If favorable financing is not available, it
may take longer than expected to sell our remaining assets at desirable prices, and this may delay
our ability to make distributions. We may not be successful in disposing of our remaining assets
for value approximating those currently estimated by us or as to the timing of any related
distributions.
The amounts and timing of distributions may be adversely affected by liabilities and
indemnification obligations following asset sales. In selling our assets, we may be unable to
negotiate agreements that provide for the buyers to assume all of the known and unknown liabilities
relating to the assets, including, without limitation, environmental and structural liabilities. In
addition, if we agree to indemnify the buyers for such liabilities, we may be unable to limit the
scope or duration of such indemnification obligations to desirable levels or time periods. As a
result, we have from time to time determined, and may in the future determine, that it is necessary
or appropriate to reserve cash amounts or obtain insurance in order to attempt to cover the
liabilities not assumed by the buyers and to cover potential indemnifiable losses and termination
fees. The reserves and insurance may not be sufficient to satisfy all liabilities and
indemnification obligations arising from assets we have, that we contemplate may be sold or that
may arise after the sale of our remaining assets, and any insufficiencies may have a material
adverse effect on the amounts and timing of any distributions.
We may be unable to obtain all of the consents and approvals necessary to transfer our
remaining assets. In general, an agreement relating to the purchase and sale of assets and other
properties often provides that the completion of the sale is subject to the satisfaction of certain
conditions, including the requirement to obtain consents and approvals of specified third parties.
If we fail to obtain all consents and approvals that are necessary to transfer our assets, we may
fail to consummate dispositions, which could have a material adverse effect on the amount and
timing of distributions to our members.
Terms of sales of assets are not subject to approval by the Members and may not be
satisfactory to all Members. Our Manager has the authority to sell any or all of our assets on
terms that he determines are appropriate, subject in certain circumstances to court approval. The
Members will have no opportunity to vote on these matters and will, therefore, have no right to
approve or disapprove the terms of the sales except, in certain circumstances, to file objections
in court prior to a contemplated disposition. As a result, the terms of sales of assets may not be
satisfactory to all Members. Pursuant to our operating agreement and the Plan, our Manager has
discretion to cause us to invest certain amounts in assets and companies owned or effectively
controlled by us and may request and receive authorization from the Liquidating Committee or the
District Court to exceed such limits. These investments and the terms on which the investments may
be made are not subject to the approval or disapproval of the Members and may not be satisfactory
to all the Members. However, in certain instances, our Manager will be required to obtain court
approval prior to making any such investments.
We face risks arising from the markets in which we hold assets. We hold investments in a broad
range of businesses in a variety of markets. By virtue of this investment diversity, we face risks
which may be unique to a particular business or market or to a particular investment. Any such risk
may materially affect the value that we receive with respect to a particular asset upon disposition
of such asset and may materially and adversely affect the aggregate proceeds received by us upon
the disposition of our assets in the aggregate.
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Item 1B. Unresolved Staff Comments
None.
Item 2. Properties.
The following is a description of the Companys assets as of December 31, 2009. The Companys
assets were categorized as investments in Operating Businesses, Operating Hotels, Real Estate
Development Properties and Securitization Assets, most of these assets have been disposed of as of
the filing of the 2008 Form 10-K. Note that the dollar amounts of certain investments set forth
herein do not reflect the realizable value of such assets upon disposition, but rather constitute
the net investment in such assets made by the Debtors. Many of these assets are subject to risks
and many of the loans are in default with the amount of recovery by the Company uncertain. The
financial data set forth in Items 6 and 8 below are based on estimates as of December 10, 2003 as
adjusted for changes between December 10, 2003 and December 31, 2009. The market for such assets is
difficult to determine and is subject to significant changes over time. There can be no assurance
that the Company will be successful in disposing of the assets for values approximating those
currently estimated by it.
Operating Businesses
USM was originally sold to a third party, Sunset, in November 2005, in a transaction approved
by the Bankruptcy Court. Prior to such time, the Company was a junior lender to USM and held
various equity interests in USM. The sale generated cash proceeds of approximately $6 million, of
which most went to retire matured senior debt and approximately $1 million was paid to the Company
in partial satisfaction of the junior debt held by it.
In connection with the original sale, the Company provided $11 million of seller financing to
Sunset, in exchange for which it received (a) a $1,000,000 secured note ($1M Note) issued by
Sunset and USM, (b) a $5,000,000 secured note ($5M Note) issued by Sunset and USM, (c) a
$5,000,000 12% secured convertible debenture ($5M Debenture) issued by Sunset and convertible
into Sunset common stock, (d) shares of Series B Preferred Stock of US Mills and (e) warrants to
acquire common stock of Sunset.
The original purchaser and related parties defaulted on the obligations they made to the
Company in connection with the seller financing provided by the Company. As a result, the Company
thereafter took measures to protect its interests in USM as well as obtained a new buyer and
completed the sale to a new buyer (New Buyer) by February 2007.
The Company sought to enforce its debt instruments and related financial accommodations to
recover its remaining debt. On February 14, 2007, the Company filed two lawsuits in the Bankruptcy
Court, the first against Sunset, Holdings and Sanders and the second against Chadmoore and its
controlling persons, Robert Moore and Stephen Radusch. In the first lawsuit, the defendants all
claimed financial hardship and failed to respond prior to the return date and default judgments
(Default Judgments) were taken against them. In the second lawsuit, the Company settled with two
(2) of the Defendants $750,000 from Chadmoore and $75,000 from Radusch.
On October 3, 2007, the Bankruptcy Court entered summary judgment in favor of the Company and
against Moore on one count of the lawsuit for approximately $1.8 million. Moore filed an appeal
and after further negotiation between the Company and Moore, a settlement was reached in September
2008; based on Moores financial hardship, Moore paid the Company $50,000. All actions related to
this suit have been dismissed.
The Company received $950,000 from the New Buyer of USM in 2008; this was the return of an
indemnity escrow that was established at the time of the closing with the New Buyer. Other than
the Default Judgments, the collectability of which is in doubt, it is not anticipated that
additional sums will be recovered by the Company on account of USM.
Aside from the Default Judgments, as mentioned above the collectability of which is doubtful,
there are no other Operating Businesses from which the Company can expect to receive additional
sums.
Operating Hotels
Upon the collection of certain sums in 2008, which are more fully described in the 2008 Form
10-K, there are no Operating Hotels from which the Company can expect to receive additional sums.
Real Estate Development Properties
The Company holds the following:
| a loan in the amount of approximately $13.5 million as of December 31,
2007 to Cat Island Ventures, Ltd. with respect to the property by the
name of Anguilla Beach, on Cat Island, Bahamas. Based on the present
real estate market the collectability of this note is uncertain, and
it is not anticipated that this loan will be collected in full. |
Securitization Assets
The Company holds the following:
| an equity investment interest in a residential mortgage
loan securitization transaction with Lehman Brothers dated
March 1, 2001 (ARC 2001-BC-1 (Lehman)); and |
||
| equity investment interests in a residential mortgage loan
securitization transaction with DLJ Mortgage Corp. and
Credit Suisse First Boston dated November 2001 (CSFB ABS
2001-HE-25).
|
There is no market for these assets at this time, thus, recoveries on these assets are
uncertain.
Other Assets
The Company holds cash and other short-term investments, collection assets, various litigation
and similar claims against third parties and a receivable from IBF LLC.
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Item 3. Legal Proceedings.
There is no pending litigation by or against the Company at this time, except as it relates to
the Cat Island loan.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the Members during the fiscal year ended December 31,
2009.
Part II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
Market Information
There is no public market for the Membership Interests.
Holders
The Membership Interests are not transferable except by will, intestate succession, court
order or operation of law. As of December 31, 2009, the Company had 3,234 Members of record.
Item 6. Selected Financial Data.
The unaudited selected financial data of the Company presented below should be read in
conjunction with Managements Discussion and Analysis of Financial Condition and Results of
Operations and the Companys Consolidated Financial Statements and the notes thereto included
elsewhere in this Annual Report.
Year Ended | Year Ended | Year Ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||||
2009 | 2008 | 2007 | ||||||||||
Changes In Net Asset Data: |
||||||||||||
Total revenue |
$ | 27,421 | $ | 651,509 | $ | 2,209,554 | ||||||
Total expenses |
153,601 | 682,226 | (2,788,361 | ) | ||||||||
Net Income / (Loss) |
(126,180 | ) | (30,717 | ) | (578,807 | |||||||
Balance Sheet Data: |
||||||||||||
Total assets |
$ | 5,732,598 | $ | 5,846,997 | $ | 8,708,638 | ||||||
Total liabilities |
364,763 | 352,982 | 233,904 | |||||||||
Net assets in liquidation |
$ | 5,367,835 | $ | 5,494,015 | $ | 8,474,734 | ||||||
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Overview
The following discussion should be read in conjunction with the Companys consolidated
financial statements appearing elsewhere in this Annual Report.
Actual values realized for assets and settlement of liabilities may differ materially from the
amounts estimated.
Results of Operations
The following describes the Companys results of operations for the fiscal years ended
December 31, 2009, 2008 and 2007.
The Company recorded a net loss of $126,180 in 2009. The net loss resulted from no sales
occurring in 2009 while still paying general and administrative expenses. The Company recorded a
net loss of $30,717 in 2008. The net loss resulted from no sales occurring in 2008 while still
paying general and administrative expenses. The Company recorded a net loss of $578,807 in 2007.
The net loss resulted from the loss of the sale of an investment and general and administrative
expenses. General and administrative expenses include consultants, legal fees, member
communication and other general office expenses.
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Net Assets in Liquidation
Net Assets in Liquidation at December 31, 2009 were $5,367,835 as compared to $5,494,015 at
December 31, 2008 and $8,474,734 at December 31, 2007. The valuation of Net Assets in Liquidation
is based on estimates as of December 10, 2003 as adjusted for changes between December 10, 2003 and
December 31, 2009. The actual values realized for assets and settlement of liabilities may differ
materially from amounts estimated.
Distributions
During the fiscal year ended December 31, 2009, the Company made no liquidating distributions
pursuant to the Plan to the Members. During the fiscal year ended December 31, 2008, the Company
made liquidating distributions pursuant to the Plan to the Members of $2.95 million. During the
fiscal year ended December 31, 2007, the Company made liquidating distributions pursuant to the
Plan to the Members of $8 million. During the fiscal year ended December 31, 2006, the Company
made liquidating distributions pursuant to the Plan to the Members of $5 million. During the
fiscal year ended December 31, 2005, the Company made a liquidating distribution pursuant to the
Plan to the Members of $17 million. During the fiscal year ended December 31, 2004, the Company
made a liquidating distribution pursuant to the Plan to the Members of $9,075,187. During the
fiscal year ended December 31, 2003, the Company made a liquidating distribution pursuant to the
Plan to the Members of $19,210,651.
Dispositions
During the fiscal year ended December 31, 2009, the Company did not dispose of any assets.
During the fiscal year ended December 31, 2008, the Company disposed of certain assets, as
described in the Distribution Motion included as Exhibit 99.1). During the fiscal year ended
December 31, 2007, the Company disposed of certain assets, as described in the Sixth Interim Report
Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors (Sixth Interim
Report) (included as Exhibit 99.2) and the Seventh Interim Report Following Effective Date Of Joint
Liquidating Plan With Respect To The Debtors (Seventh Interim Report) (included as Exhibit 99.3).
During the fiscal year ended December 31, 2006, the Company disposed of certain assets, as
described in the Fourth Interim Report, the Fifth Interim Report, and the Sixth Interim Report,
each of which is incorporated by reference into the Companys Annual Report on Form 10-K for its
fiscal year ended December 31, 2004. During the fiscal year ended December 31, 2005, the Company
disposed of certain assets, as described in the Third Interim Report and the Fourth Interim Report,
each of which is incorporated by reference into the Companys Annual Report on Form 10-K for its
fiscal year ended December 31, 2005. During the fiscal year ended December 31, 2004, the Company
disposed of certain assets, as described in the Companys First Interim Report and the Companys
Second Interim Report, each of which is incorporated by reference into the Companys Annual Report
on Form 10-K for its fiscal year ended December 31, 2004. No assets were sold during the fiscal
year ended December 31, 2003.
Liquidity and Capital Resources
The Manager anticipates that the combination of cash from asset sales, cash flows from
operating activities and current cash reserves will provide adequate capital for all operating
expenses of the Company for at least the next year.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Companys non-cash assets consist primarily of debt and equity investments in real estate
development projects and investments in certain securitization assets. Most of the debt
investments are in default and there is uncertainty as to how much the Company will recover from
these assets. A substantial portion of the equity investments have little or no value due to the
high levels of debt of the issuers. As disclosed herein, a substantial portion of that debt is in
default. While changes in interest rates may have an effect on the realizable value of many of the
Companys assets, most of these assets consist of distressed investments in which factors other
than interest rates (such as the creditworthiness of the debtor) are more material to the ultimate
realizable value of the assets. As a result, the Company does not believe that it is possible to
quantify or otherwise meaningfully describe the effect on the net realizable value of such assets
of changes in interest rates or other market risk factors.
8
Table of Contents
Item 8. Financial Statements and Supplementary Data.
IBF Fund Liquidating LLC
Consolidated Statement of Net Assets (Liquidation Basis)
December 31, 2009, 2008 and 2007
(Unaudited)
Consolidated Statement of Net Assets (Liquidation Basis)
December 31, 2009, 2008 and 2007
(Unaudited)
2009 | 2008 | 2007 | ||||||||||
ASSETS: |
||||||||||||
Cash |
$ | 880,920 | $ | 995,569 | $ | 1,609,293 | ||||||
Accounts Receivable |
247,917 | |||||||||||
Indemnity Escrow Receivable |
1,000,000 | |||||||||||
Investments |
||||||||||||
Investment in Operating Businesses |
1,000,000 | |||||||||||
Investment in Operating Hotels |
| | ||||||||||
Investment in Real Estate Development Properties |
4,525,358 | 4,525,358 | 4,525,358 | |||||||||
Investment in Securitization Assets |
74,988 | 74,988 | 74,988 | |||||||||
Investment in Collection Assets |
| | | |||||||||
Total Investments |
4,600,346 | 4,600,346 | 5,600,346 | |||||||||
Miscellaneous Assets |
251,332 | 251,082 | 251,082 | |||||||||
Total Assets |
5,732,598 | 5,846,997 | $ | 7,708,638 | ||||||||
LIABILITIES: |
||||||||||||
Current Liabilities: |
||||||||||||
Accounts Payable |
$ | 179,609 | $ | 178,309 | $ | 133,904 | ||||||
Accrued Expenses Professional Fees |
185,154 | 174,673 | 100,000 | |||||||||
Total Current Liabilities |
364,763 | 352,982 | 233,904 | |||||||||
Long-Term Liabilities: |
||||||||||||
Promissory Notes |
| | | |||||||||
Accrued Liabilities |
| | | |||||||||
Total Long-Term Liabilities |
| | | |||||||||
Equity: |
||||||||||||
Member Interest in LLC |
9,094,782 | 9,094,782 | 12,044,784 | |||||||||
Dividend |
(42,019 | ) | (42,019 | ) | (42,019 | ) | ||||||
Retained earnings |
(3,558,748 | ) | (3,528,031 | ) | (2,949,224 | ) | ||||||
Net Income / (Loss) |
(126,180 | ) | (30,717 | ) | (578,807 | ) | ||||||
Total Equity |
5,367,835 | 5,494,015 | 7,474,734 | |||||||||
Total Liabilities and Equity |
5,732,598 | $ | 5,846,997 | $ | 7,708,638 | |||||||
The accompanying notes to the Consolidated Financial Statements are an integral part
of these financial statements.
9
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IBF Fund Liquidating LLC
Consolidated Statement of Cash Flows
For the Fiscal Years Ended
December 31, 2009, 2008 and 2007
(Unaudited)
Consolidated Statement of Cash Flows
For the Fiscal Years Ended
December 31, 2009, 2008 and 2007
(Unaudited)
Year Ended | Year Ended | Year Ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||||
2009 | 2008 | 2007 | ||||||||||
Cash flow from operating activities before
reorganization items: |
||||||||||||
Cash paid to vendors |
$ | (34,141 | ) | $ | (75,671 | ) | $ | (60,954 | ) | |||
Payroll and Benefits |
| | ||||||||||
Net cash (used) by operating activities before
reorganization items |
||||||||||||
Before Reorganization Items |
(75,671 | ) | (60,954 | ) | ||||||||
Cash flows from reorganization items: |
||||||||||||
Additional Investments |
(9,901 | ) | (669,605 | ) | ||||||||
Return on Investments |
18,621 | 2,310,934 | 11,362,342 | |||||||||
Collection of Litigation Claims |
500,000 | 200,000 | ||||||||||
Interest Earned on Accumulated Cash |
31,161 | 62,645 | ||||||||||
Interest Earned on Investments |
8,800 | 17,232 | | |||||||||
Liquidating Distribution |
(2,956,704 | ) | (8,093,754 | ) | ||||||||
Professional Fees for Services Rendered |
(107,939 | ) | (430,775 | ) | (2,787,549 | ) | ||||||
Net cash (used) by reorganization items |
(80,518 | ) | (538,053 | ) | 74,079 | |||||||
Net cash (used) by operating activities |
(114,649 | ) | (613,724 | ) | 13,125 | |||||||
Net Income (decrease) in cash and cash equivalents |
(114,649 | ) | (613,724 | ) | 13,125 | |||||||
Cash and cash equivalents at beginning of period |
995,569 | 1,609,293 | 1,596,168 | |||||||||
Cash and cash equivalents at end of period |
$ | 880,920 | $ | 995,569 | $ | 1,609,293 | ||||||
The accompanying notes to the Consolidated Financial Statements are an integral part
of these financial statements
10
Table of Contents
IBF Fund Liquidating LLC
Consolidated Statement of Profit and Loss
For the Fiscal Years Ended
December 31, 2009, 2008 and 2007
(Unaudited)
Consolidated Statement of Profit and Loss
For the Fiscal Years Ended
December 31, 2009, 2008 and 2007
(Unaudited)
Year Ended | Year Ended | Year Ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||||
2009 | 2008 | 2007 | ||||||||||
Income: |
||||||||||||
Gain on Sale of Investment |
$ | 18,621 | $ | 603,116 | $ | 2,146,909 | ||||||
Interest Income |
8,800 | 48,393 | 62,645 | |||||||||
Total income |
27,421 | 651,509 | 2,209,554 | |||||||||
Expense: |
||||||||||||
Professional Fees |
152,264 | 612,563 | 2,773,126 | |||||||||
Office Expense |
1,337 | 19,663 | 15,235 | |||||||||
Payroll and Benefits |
| | ||||||||||
Loss on Sale of Investment |
| | ||||||||||
Total expense |
153,601 | 682,226 | 2,788,361 | |||||||||
Total income/(loss) |
$ | (126,180 | ) | $ | (30,717 | ) | $ | (578,807 | ) | |||
The accompanying notes to the Consolidated Financial Statements are an integral part
of these financial statements.
11
Table of Contents
IBF FUND LIQUIDATING LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009
(Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009
(Unaudited)
1. PURPOSE OF IBF FUND LIQUIDATING LLC
The Company was established for the sole purpose of liquidating, collecting and maximizing the cash
value of its assets, making distributions in accordance with the terms of the Plan, and taking
actions as are necessary or appropriate to accomplish those purposes, including holding cash in the
form of cash, money market funds, treasury bills or other cash equivalents, holding assets for the
benefit of the Members, making limited additional investments in assets in certain instances to
preserve and maximize the value of the assets and permit the orderly liquidation of those assets,
enforcing the rights of the Members, and defending claims against such assets. With limited
exceptions for pre-approved investments specified in the Plan and also reflected in the Companys
operating agreement, and for additional investments in an asset of $250,000 or less, which
investments the Manager may make in the exercise of his business judgment, all additional
investments in assets held by the Company are subject to oversight by the Bankruptcy Court, the
District Court and the liquidation committee of the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION
The asset values reflected on the Consolidated Statement of Net Assets are based on valuations
performed as of December 10, 2003, as adjusted by operating activities from December 19, 2003
through December 31, 2009. The actual values realized for assets and settlement of liabilities may
differ materially from the amounts estimated.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires the Manager to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ materially from those estimates.
INCOME TAXES
The Company will be treated as a partnership for tax purposes and accordingly, will not be subject
to federal or state income tax on any income earned or gain recognized by the Company. The Company
will recognize taxable gain or loss when an asset is disposed of for an amount greater or less than
the fair market value of such asset at the time it was transferred to the Company. Each Member
will be treated as the owner of a pro rata portion of each asset, including cash, received by and
held by the Company and will be required to report on his or her federal and state income tax
return his or her pro rata share of taxable income, including gains and losses recognized by the
Company. Accordingly, there is no provision for federal or state income taxes in the accompanying
consolidated financial statements.
3. SALES OF ASSETS
During the year ended December 31, 2009, the Company did not dispose of any assets.
4. LIQUIDATING DISTRIBUTIONS
In 2009, the Company made no liquidating distribution to the Members.
12
Table of Contents
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
The Company did not employ independent accountants to perform an audit on the financial
statements contained in this Annual Report.
Item 9A. Controls and Procedures.
Not applicable.
Item 9B. Other Information.
Not applicable.
Part III
Item 10. Directors and Executive Officers of the Registrant.
Arthur J. Steinberg | Mr. Steinberg was appointed ICA Trustee
on December 5, 2002 and manages the
Company in his separate capacity as the
Manager and Liquidating Agent. Mr.
Steinberg is a partner at King &
Spalding LLP, in the Firms
Bankruptcy/Financial Restructuring
Group. Prior to joining King &
Spalding LLP, Mr. Steinberg was a
partner at Kaye Scholer LLP and was a
member of the firms Restructuring
Group since 1979. |
Item 11. Executive Compensation.
Arthur J. Steinberg(1) | No legal fees and expenses were paid
to King & Spalding LLP and Kaye
Scholer LLP in 2009. Legal fees and
expenses paid to Kaye Scholer LLP
for the fiscal years ended December
31, 2008, 2007 and 2006 were
$345,716, $2,641,141 and $1,889,531,
respectively.< /div> |
(1) | Mr. Steinberg is serving as ICA Trustee and the Manager of the Company and, when appropriate, as a lawyer. Mr.
Steinberg is charging $500 per hour for services in his
capacity as ICA Trustee pursuant to discussions with
the Staff of the Commission. For all other work, he is
charging his customary rate of $875 per hour, which
rate is subject to periodic adjustment. Because in
many instances it would be difficult to allocate
between the two categories of services, Mr. Steinbergs
time has been allocated using a formula of 40%
lawyer-time and 60% ICA Trustee-time. In most
instances, Mr. Steinberg serves solely as lawyer, which
would be at the higher rate, but this methodology was
proposed to avoid the burdensome and time consuming
exercise of providing a more exact allocation.
|
|
(2) |
The Companys accountant, CBIZ Mahoney Cohen, was paid
$107,939 in 2009. Other fees will be paid upon fee
applications of such professionals at the completion of
the ICA Trustees management of the Company. |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
There is no public market for the Membership Interests. The Membership Interests are not
transferable except by will, intestate succession, order of a court or operation of law. No
Members hold Membership Interests constituting 5% or more of the aggregate Membership Interests of
the Company.
Item 13. Certain Relationships and Related Transactions.
No legal fees and expenses were paid to King & Spalding LLP or Kaye Scholer LLP in 2009. Legal
fees and expenses paid to Kaye Scholer LLP for the fiscal years ended December 31, 2008, 2007 and
2006 were $345,716, $2,641,141 and $1,889,531, respectively. Mr. Steinberg, appointed ICA Trustee
and the Manager and Liquidating Agent of the Company, is a partner at King & Spalding LLP. Prior
to joining King & Spalding LLP, Mr. Steinberg was a partner at Kaye Scholer LLP and was a member of
the firms restructuring group since 1979.
Item 14. Principal Accountant Fees and Services.
The Company did not employ independent accountants to perform an audit of the financial
statements contained in this Annual Report.
13
Table of Contents
Part IV
Item 15. Exhibits and Financial Statement Schedules.
(a)(1)(2) The following financial statements are filed as part of this Annual Report pursuant
to Item 8 hereof, together with the notes thereto:
| The Companys Consolidated Statement of Cash Flows for the
fiscal years ended December 31, 2009, December 31, 2008,
December 31, 2007 and December 31, 2006; and |
||
| The Companys Consolidated Statement of Profit and Loss
for the fiscal years ended December 31, 2008, December 31,
2007, December 31, 2006, December 31, 2005 and December
31, 2004. |
||
| The Companys Consolidated Statement of Net Assets as of
December 31, 2007, December 31, 2006, December 31, 2005,
December 31, 2004 and December 31, 2003; |
||
| The Companys Consolidated Statement of Cash Flows for the
fiscal years ended December 31, 2007, December 31, 2006,
December 31, 2005 and December 31, 2004; and |
||
| The Companys Consolidated Statement of Profit and Loss
for the fiscal years ended December 31, 2007, December 31,
2006, December 31, 2005, December 31, 2004 and December
31, 2003. |
(3) Exhibits
2.1 | First Amended Joint Liquidating Plan of Reorganization with Respect To InterBank Funding Corp., IBF
Collateralized Finance Corporation, IBF VI Secured Lending Corporation and IBF Premier Hotel
Group, Inc., declared effective by the United States Bankruptcy Court for the Southern District of
New York by order dated August 14, 2003 and declared effective on December 10, 2003* |
|
2.2 | IBF Fund Liquidating LLC Operating Agreement, dated September 24, 2003, by and among IBF Fund
Liquidating LLC and each person who becomes a Member of the Company pursuant to the Plan* |
|
10.1 | Letter Agreement, dated as of February 18, 2005, among IBF Fund Liquidating LLC, Charles T. Verde and
Cynthia Davis** |
|
10.2 | Asset Purchase Agreement, dated as of February 22, 2005, among IBF Fund Liquidating LLC and IBF
V-Alternative Investment Holdings, LLC** |
|
10.3 | Amended and Restated Acquisition Agreement and Plan of Merger, dated as of November 10, 2005, among
IBF Fund Liquidating LLC, U.S. Mills, Inc., USM Acquisition Sub, Inc. and Sunset Brands, Inc.*** |
|
10.4 | Investor Rights Agreement, dated as of November 10, 2005, between the Company and Sunset Brands, Inc. |
|
10.5 | Escrow Agreement, dated as of November 10, 2005, among the Company, Sunset Brands, Inc., U.S. Mills, Inc. and
Continental Stock Transfer & Trust Company, as escrow agent. |
|
10.6 | 12% Secured Convertible Debenture in the original principal amount of $5,000,000 issued by Sunset Brands, Inc.
to the Company.*** |
|
10.7 |
Warrants to purchase 4,200,000 shares of common stock of Sunset Brands, Inc.*** |
|
10.8 | Warrants to purchase 2,173,913 shares of common stock of Sunset Brands, Inc.*** |
|
10.9 |
Registration Rights Agreement, dated as of November 10, 2005, between Sunset Brands, Inc. and the Company. |
|
10.10 | Senior Subordinated Note in the original principal amount of $1,000,000, executed by Sunset Brands, Inc. and
U.S. Mills, Inc. in favor of the Company. |
14
Table of Contents
10.11 | Senior Subordinated Note in the original principal amount of $5,000,000, executed by Sunset Brands, Inc. and
U.S. Mills, Inc. in favor of the Company. |
|
10.12 | Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, Inc. and the Company. |
|
10.13 | Stock Pledge Agreement, dated as of November 10, 2005, between Sunset Brands, Inc. and the Company. |
|
10.14 | Intellectual Property Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills,
Inc. and the Company. |
|
10.15 | Master Subordination and Intercreditor Agreement, dated as of November 10, 2005, among CapitalSource Finance
LLC, Sunset Brands, Inc., U.S. Mills, Inc. and the Company. |
|
10.16 | Junior Management Fee Subordination Agreement, dated as of November 10, 2005, among Sunset Holdings
International, Ltd., Sunset Brands, Inc. and the Company. |
|
10.17 | Junior Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, Inc. and the
Company. |
|
10.18 |
Junior Stock Pledge Agreement, dated as of November 10, 2005, between Sunset Brands, Inc. and the Company. |
|
10.19 | Junior Intellectual Property Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S.
Mills, Inc. and the Company. |
|
10.20 | Junior Subordination and Intercreditor Agreement, dated as of November 10, 2005, among Sunset Brands, inc.,
U.S. Mills, Inc. and the Company. |
|
10.21 | Assignment of Contract as Collateral Security, dated as of November 10, 2005, between Sunset Holdings
International, Ltd. and the Company. |
|
10.22 | Stock Pledge Agreement, dated as of November 10,
2005, between Sunset Holdings International, Ltd. and the Company. |
|
10.23 | Assignment of Loan Documents, dated as of
October 23, 2006, by CapitalSource Finance LLC in favor of the Company. |
|
10.24 | Asset Purchase Agreement, dated as of
December 21, 2006, between IBF Fund Liquidating LLC and USM Acquisition,
LLC. |
|
99.1 | Motion For An Order (I) Confirming The Timing For Making A Final Distribution Under The Plan (II) Granting Related
Relief; Notice Of Proposed Ninth Distribution |
|
99.2 | Sixth
Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors |
|
99.3 | Seventh Interim Report Following Effective Date Of Joint
Liquidating Plan With Respect To The Debtors |
* | Incorporated by reference
from the Companys Annual Report on Form 10-K filed on March 30, 2004. |
|
** | Incorporated by reference from the Companys
Current Report on Form 8-K filed on March 18, 2005. |
|
*** | Incorporated by reference from Sunset
Brands, Inc.s Current Report on Form 8-K filed on November
17, 2005. |
|
| Incorporated by reference from the
Companys Annual Report on Form 10-K filed on March 31, 2006. |
|
| Incorporated by reference from the
Companys Current Report on Form 8-K filed on January 3, 2007. |
|
| Incorporated by reference from the Companys
Current Report on Form 8-K filed on February 16, 2007. |
|
| Incorporated by reference from the Companys
Annual Report on Form 10-K filed on March 31, 2008 |
15
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
IBF FUND LIQUIDATING LLC |
||||
By: | /s/ Arthur J. Steinberg | |||
Arthur J. Steinberg, as ICA Trustee | ||||
Liquidating Agent and Manager | ||||
Dated
March 29, 2010
16
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |
2.1 |
First Amended Joint Liquidating Plan of Reorganization with Respect To InterBank Funding Corp., IBF | |
Collateralized Finance Corporation, IBF VI Secured Lending Corporation and IBF Premier Hotel Group, | ||
Inc., declared effective by the United States Bankruptcy Court for the Southern District of New York by | ||
order dated August 14, 2003 and declared effective on December 10, 2003* | ||
2.2 |
IBF Fund Liquidating LLC Operating Agreement, dated September 24, 2003, by and among IBF Fund Liquidating LLC and each person who becomes a Member of the Company pursuant to the Plan* | |
10.1 |
Letter Agreement, dated as of February 18, 2005, among IBF Fund Liquidating LLC, Charles T. Verde and | |
Cynthia Davis** | ||
10.2 |
Asset Purchase Agreement, dated as of February 22, 2005, among IBF Fund Liquidating LLC and IBF | |
V-Alternative Investment Holdings, LLC** | ||
10.3 |
Amended and Restated Acquisition Agreement and Plan of Merger, dated as of November 10, 2005, among IBF | |
Fund Liquidating LLC, U.S. Mills, Inc., USM Acquisition Sub, Inc. and Sunset Brands, Inc.*** | ||
10.4 |
Investor Rights Agreement, dated as of November 10, 2005, between the Company and Sunset Brands, Inc. | |
10.5 |
Escrow Agreement, dated as of November 10, 2005, among the Company, Sunset Brands, Inc., U.S. Mills, Inc. | |
and Continental Stock Transfer & Trust Company, as escrow agent. | ||
10.6 |
12% Secured Convertible Debenture in the original principal amount of $5,000,000 issued by Sunset Brands, | |
Inc. to the Company.*** | ||
10.7 |
Warrants to purchase 4,200,000 shares of common stock of Sunset Brands, Inc.*** | |
10.8 |
Warrants to purchase 2,173,913 shares of common stock of Sunset Brands, Inc.*** | |
10.9 |
Registration Rights Agreement, dated as of November 10, 2005, between Sunset Brands, Inc. and the Company. | |
10.10 |
Senior Subordinated Note in the original principal amount of $1,000,000, executed by Sunset Brands, Inc. | |
and U.S. Mills, Inc. in favor of the Company. |
17
Table of Contents
Exhibit No. | Description | |
10.11 |
Senior Subordinated Note in the original principal amount of $5,000,000, executed by Sunset Brands, Inc. and | |
U.S. Mills, Inc. in favor of the Company. | ||
10.12 |
Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, Inc. and the Company. | |
10.13 |
Stock Pledge Agreement, dated as of November 10, 2005, between Sunset Brands, Inc. and the Company. | |
10.14 |
Intellectual Property Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, | |
Inc. and the Company. | ||
10.15 |
Master Subordination and Intercreditor Agreement, dated as of November 10, 2005, among CapitalSource Finance LLC, Sunset Brands, Inc., U.S. Mills, Inc. and the Company. | |
10.16 |
Junior Management Fee Subordination Agreement, dated as of November 10, 2005, among Sunset Holdings | |
International, Ltd., Sunset Brands, Inc. and the Company. | ||
10.17 |
Junior Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, Inc. and the | |
Company. | ||
10.18 |
Junior Stock Pledge Agreement, dated as of November 10, 2005, between Sunset Brands, Inc. and the Company. | |
10.19 |
Junior Intellectual Property Security Agreement, dated as of November 10, 10025, among Sunset Brands, Inc., | |
U.S. Mills, Inc. and the Company. | ||
10.20 |
Junior Subordination and Intercreditor Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., | |
U.S. Mills, Inc. and the Company. | ||
10.21 |
Assignment of Contract as Collateral Security, dated as of November 10, 2005, between Sunset Holdings | |
International, Ltd. and the Company. | ||
10.22 |
Stock Pledge Agreement, dated as of November 10, 2005, between Sunset Holdings International, Ltd. and the | |
Company. | ||
10.23 |
Assignment of Loan Documents, dated as of October 23, 2006, by CapitalSource Finance LLC in favor of the | |
Company. | ||
10.24 |
Asset Purchase Agreement, dated as of December 21, 2006, between IBF Fund Liquidating LLC and USM Acquisition, LLC. | |
99.1 |
Motion For An Order (I) Confirming The Timing For Making A Final Distribution Under The Plan (II) Granting | |
Related Relief; Notice Of Proposed Ninth Distribution | ||
99.2 |
Sixth Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors | |
99.3 |
Seventh Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors |
* | Incorporated by reference from the Companys Annual Report on Form 10-K filed on March 30, 2004. |
|
** | Incorporated by reference from the Companys Current Report on Form 8-K filed on March 18, 2005. |
|
*** | Incorporated by reference from Sunset Brands, Inc.s Current Report on Form 8-K filed on November
17, 2005. |
|
|
Incorporated by reference from the Companys Annual Report on Form 10-K filed on March 31, 2006. |
|
|
Incorporated by reference from the Companys Current Report on Form 8-K filed on January 3, 2007. |
|
| Incorporated by reference from the Companys Current Report on Form
8-K filed on February 16, 2007. |
|
|
Incorporated by reference from the Companys Annual Report on Form 10-K filed on February 16, 2008 |
18