Attached files
file | filename |
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8-K - FORM 8-K - CORUS BANKSHARES INC | c03389e8vk.htm |
EX-99.2 - EXHIBIT 99.2 - CORUS BANKSHARES INC | c03389exv99w2.htm |
Exhibit 99.1
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UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
) | ||||||
In re:
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) | Chapter 11 | ||||
) | ||||||
CORUS BANKSHARES, INC.1
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) | Case No. 10-26881 (PSH) | ||||
) | ||||||
Debtor.
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) | |||||
) | ||||||
FINAL ORDER ESTABLISHING NOTIFICATION AND HEARING
PROCEDURES FOR TRANSFERS OF CERTAIN COMMON STOCK
PROCEDURES FOR TRANSFERS OF CERTAIN COMMON STOCK
Upon the motion, dated June 15, 2010 (the Motion)2, of Corus Bankshares, Inc.,
as debtor and debtor in possession (the Debtor), for the entry of an order (the Final Order)
establishing notification and hearing procedures that must be satisfied before certain transfers
of the common stock of the Debtor or of any beneficial interest therein are deemed effective and
for related relief; and upon the Declaration of Randy P. Curtis in Support of First Day Pleadings;
and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C.
§§ 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. §
157(b)(2); and the Court having found that venue of this proceeding and the Motion in this
District is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that the
relief requested in the Motion is in the best interests of the Debtors estate, its creditors and
other parties in interest; and the Debtor having provided appropriate notice under the
circumstances of the Motion and the opportunity for a hearing on the Motion, and that no other or
further notice is required; and the Court having reviewed the Motion and having heard the
statements in support of the relief requested therein at a hearing before the Court (the
Hearing); and the Court having
determined that the legal and factual bases set forth in the Motion and at the Hearing establish
just cause for the relief granted herein; and upon all of the proceedings had before the Court; and
after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:
The Motion is granted on a final basis as set forth herein.
1. Any purchase, sale, or other transfer of equity securities in the Debtor or of any beneficial
interest therein (the common stock of the Debtor and any beneficial interest therein, including
Options to acquire such stock, the Common Stock) in violation of the procedures set forth herein
shall be null and void ab initio.
1 | The Debtor in this chapter 11 case, along with the last four digits of the Debtors
federal tax identification number, is: Corus Bankshares, Inc. (3592). The location of the Debtors
corporate headquarters and the service address for the Debtor is: 10 S. Riverside Plaza, Suite
1800, Chicago, IL 60606. |
|
2 | All capitalized terms used but otherwise not defined herein shall have the meaning
set forth in the Motion. |
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2. The following procedures shall apply to trading in Common Stock:
Any entity (as defined in section 101(15) of the Bankruptcy Code) or person
that currently is or becomes a Substantial Shareholder (as such term is defined in
Paragraph (e) below) must file with the Court, and serve upon counsel to the Debtor,
a declaration of such status, substantially in the form of Exhibit 1 attached to the
Interim Order on or before the later of (i) 40 days after the date of the Notice of
Final Order (as defined herein) and (ii) ten days after becoming a Substantial
Shareholder.
(i) Prior to effectuating any transfer of Beneficial Ownership (as defined in
paragraph (e) below) of Common Stock that would result in an increase in the amount
of Common Stock of which a Substantial Shareholder has Beneficial Ownership or
would result in an entity becoming a Substantial Shareholder, such Substantial
Shareholder or potential Substantial Shareholder must file with the Court, and
serve upon counsel to the Debtor, an advance written declaration of the intended
transfer of Common Stock in the form of Exhibit 2 attached to the Interim
Order (each, a Declaration of Intent to Purchase, Acquire, or Otherwise Accumulate
Common Stock).
(ii) Prior to effectuating any transfer of Beneficial Ownership of Common Stock
that would result in a decrease in the amount of Common Stock of which a Substantial
Shareholder has Beneficial Ownership or would result in an entity ceasing to be a
Substantial Shareholder, such Substantial Shareholder must file with the Court, and
serve upon counsel to the Debtor, an advance written declaration of the intended
transfer of Common Stock in the form of Exhibit 3 attached to the Interim
Order (each, a Declaration of Intent to Sell, Trade, or Otherwise Transfer Common
Stock and with a Declaration of Intent to Purchase, Acquire, or Accumulate Common
Stock, each, a Declaration of Proposed Transfer).
(iii) The Debtor shall have 15 calendar days after receipt of a Declaration of
Proposed Transfer to file with the Court and serve on such Substantial Shareholder
or potential Substantial Shareholder an objection to any proposed transfer of
Beneficial Ownership of Common Stock described in the Declaration of Proposed
Transfer on the grounds that such transfer may adversely affect the Debtors ability
to utilize its NOLs. If the Debtor files an objection, such transaction would not be
effective unless such objection is withdrawn by the Debtor or such transaction is
approved by a final order of the Court that becomes nonappealable. If the Debtor
does not object within such 15-day period, such transaction shall proceed solely as
set forth in the Declaration of Proposed Transfer. Further transactions within the
scope of this paragraph must be the subject of additional notices in accordance with
the procedures set forth herein, with an additional 15-day waiting period for each
Declaration of Proposed Transfer.
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(iv) For purposes of these procedures: (i) a Substantial Shareholder is any
entity that has Beneficial Ownership of at least 2.4 million shares of Common Stock
(representing approximately 4.5% of all issued and outstanding shares); (ii)
Beneficial Ownership of Common Stock shall be determined under IRC §382 and
related regulations and includes direct and indirect ownership (i.e., a holding
company would be considered to beneficially own all shares owned or acquired by its
subsidiaries), ownership by such holders family members and entities acting in
concert with such holder to make a coordinated acquisition of stock and ownership of
shares that such holder has an Option to acquire; and (iii) an Option to acquire
stock includes any contingent purchase, warrant, convertible debt, put, stock
subject to risk of forfeiture, contract to acquire stock, or similar interest,
regardless of whether it is contingent or otherwise not currently exercisable.
3. The following notification procedures shall apply regarding the procedures for
trading in Common Stock:
No later than five business days following entry of this Order, the Debtor
shall serve by overnight mail, a notice in substantially the form of Exhibit 5 attached hereto (the Notice of Final Order) to: (a) holders of more than
500,000 shares of Common Stock; (b) the entities listed on the Consolidated List of
Creditors Holding the 20 Largest Unsecured Claims filed pursuant to Bankruptcy Rule
1007(d); (c) any statutory committee appointed in this chapter 11 case; (d) the
transfer agents for any Common Stock; (e) the Securities and Exchange Commission;
(f) the Internal Revenue Service; (g) those parties who have requested service of
papers pursuant to Bankruptcy Rule 2002; (h) the Federal Deposit Insurance
Corporation.
(v) All transfer agents for any Common Stock shall be required to serve the
Notice of Final Order on all holders of shares of Common Stock in excess of 500,000
shares registered with such transfer agent (collectively, the Registered
Holders) no later than five business days after being served with the Notice of
Final Order; provided, however, that if any transfer agent provides the
Debtors undersigned counsel with the names and addresses of the Registered Holders
no later than three business days after being served with the Notice of Final Order,
the Debtor shall be required to serve the Notice of Final Order on such Registered
Holders. Such names and addresses shall be delivered in writing to Kirkland & Ellis
LLP, 300 North LaSalle Street, Chicago, Illinois 60654, Attn: David Seligman, Esq.
and Jeffrey Gettleman, Esq.
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(vi) All Registered Holders shall be required to serve the Notice of Final Order
on any holder for whose account such Registered Holder holds in excess of 500,000
shares of Common Stock and so on down the chain of ownership for all such holders of
Common Stock in excess of 500,000 shares.
(vii) Any entity or broker or agent acting on such entitys behalf who sells
in excess of 500,000 shares of Common Stock to another entity shall be required to
serve a copy of the Notice of Final Order on the purchaser of such Common Stock or
any broker or agent acting on such purchasers behalf.
(viii) Within five business days following entry of this Order, the Debtor
shall (i) publish the Notice of Final Order (modified for publication) in the
national edition of The Wall Street Journal and (ii) submit the Notice of Final
Order (modified for publication) to Bloomberg Professional Service for potential
publication by Bloomberg, and (iii) file a form 8-K attaching the Final Order and
the Notice of Final Order.
4. The Debtor may waive in writing, in its sole discretion, any and all restrictions, stays and
notification procedures contained in this Order.
5. The requirements set forth in this Order are in addition to the requirements of all applicable
law and do not excuse compliance therewith.
6. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the contents of the
Motion.
7. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such
Motion and the requirements of Bankruptcy Rule 6004(a) and the Courts local rules are satisfied by
such notice.
8. The Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant
to this Order in accordance with the Motion.
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9. All time periods set forth in this Order shall be calculated in accordance with Rule 9006(a) of
the Federal Rules of Bankruptcy Procedure.
10. The Court retains jurisdiction with respect to all matters arising from or related to the
implementation of this Order.
11. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062, 9014 or
otherwise, the terms and conditions of this Order shall be immediately effective and enforceable
upon its entry.
Dated: JULY 9, 2010 |
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Chicago, Illinois
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/s/ Pamela S. Hollis
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United States Bankruptcy Judge |
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Exhibit 1
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UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
) | ||||||
In re:
|
) | Chapter 11 | ||||
) | ||||||
CORUS BANKSHARES, INC.1
|
) ) |
Case No. 10-26881 (PSH) | ||||
Debtor.
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) | |||||
) | ||||||
NOTICE OF (A) NOTIFICATION PROCEDURES APPLICABLE TO SUBSTANTIAL
HOLDERS OF COMMON STOCK, (B) NOTIFICATION AND HEARING
PROCEDURES FOR TRADING IN COMMON STOCK, AND (C) SETTING A
HEARING ON THE PROSPECTIVE APPLICATION THEREOF
HOLDERS OF COMMON STOCK, (B) NOTIFICATION AND HEARING
PROCEDURES FOR TRADING IN COMMON STOCK, AND (C) SETTING A
HEARING ON THE PROSPECTIVE APPLICATION THEREOF
TO: ALL ENTITIES (AS DEFINED BY SECTION 101(15) OF THE BANKRUPTCY CODE) THAT HOLD COMMON STOCK
OF CORUS BANKSHARES, INC.:
PLEASE TAKE NOTICE THAT on June 15, 2010 (the Petition Date), Corus Bankshares, Inc. (the
Debtor) filed a petition with the Court under chapter 11 of title 11 of the United States Code,
11 U.S.C. §§ 101-1532 (the Bankruptcy Code). Subject to certain exceptions, section 362 of the
Bankruptcy Code operates as a stay of any act to obtain possession of property of the Debtors
estate or property from the Debtors estate or to exercise control over property of the Debtors
estate.
PLEASE TAKE FURTHER NOTICE THAT on June 15, 2010, the Debtor filed the Motion of the Debtor
for the Entry of Interim and Final Orders Establishing Notification and Hearing Procedures for
Transfers of Certain Common Stock and for Related Relief (the Motion).
PLEASE TAKE FURTHER NOTICE THAT on July 9, 2010, the United
States Bankruptcy Court for the Northern District of Illinois (the Bankruptcy Court) entered
the Final Order Establishing Notification and Hearing Procedures for Transfers of Certain
Common Stock (the Final Order) approving the procedures set forth below in order to preserve the
Debtors NOLs (as defined in the Motion).
1 | The Debtor in this chapter 11 case, along with the last four digits of the Debtors federal
tax identification number, is: Corus Bankshares, Inc. (3592). The location of the Debtors
corporate headquarters and the service address for the Debtor is: 10 S. Riverside Plaza, Suite
1800, Chicago, IL 60606. |
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PLEASE TAKE FURTHER NOTICE THAT pursuant to the Final Order, the following procedures shall
apply to holding and trading in the common stock in the Debtor or a beneficial interest therein
(the common stock of the Debtor and any beneficial interest therein, including Options (as defined
herein) to acquire such stock, the Common Stock):
Any entity (as defined in section 101(15) of the Bankruptcy Code) or person
that currently is or becomes a Substantial Shareholder must file with the Bankruptcy
Court, and serve upon counsel to the Debtor, a declaration of such status,
substantially in the form of Exhibit 1 attached to the Order, on or before the later
of (i) 40 days after the date of the Notice of Final Order (as defined herein) and
(ii) ten days after becoming a Substantial Shareholder.
(ix) Prior to effectuating any transfer of Beneficial Ownership of Common Stock
that would result in an increase in the amount of Common Stock of which a
Substantial Shareholder has Beneficial Ownership or would result in an entity
becoming a Substantial Shareholder, such Substantial Shareholder or potential
Substantial Shareholder must file with the Bankruptcy Court, and serve upon counsel
to the Debtor, an advance written declaration of the intended transfer of Common
Stock in the form of Exhibit 2 attached to the Interim Order (each, a
Declaration of Intent to Purchase, Acquire, or Otherwise Accumulate Common Stock).
(x) Prior to effectuating any transfer of Beneficial Ownership of Common Stock
that would result in a decrease in the amount of Common Stock of which a Substantial
Shareholder has Beneficial Ownership or would result in an entity ceasing to be a
Substantial Shareholder, such Substantial Shareholder must file with the Bankruptcy
Court, and serve upon counsel to the Debtor, an advance written declaration of the
intended transfer of Common Stock in the form of Exhibit 3 attached to the
Interim Order (each, a Declaration of Intent to Sell, Trade, or Otherwise Transfer
Common Stock and with a Declaration of Intent to Purchase, Acquire, or Accumulate
Common Stock, each, a Declaration of Proposed Transfer).
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(xi) The Debtor shall have 15 calendar days after receipt of a Declaration of
Proposed Transfer to file with the Bankruptcy Court and serve on such Substantial
Shareholder or potential Substantial Shareholder an objection to any proposed
transfer of Common Stock described in the Declaration of Proposed Transfer on the
grounds that such transfer may adversely affect the Debtors
ability to utilize its NOLs. If the Debtor files an objection, such
transaction shall not be effective unless such objection is withdrawn by the Debtor
or such transaction is approved by a final order of the Bankruptcy Court that
becomes nonappealable. If the Debtor does not object within such 15-day period,
such transaction shall proceed solely as set forth in the Declaration of Proposed
Transfer. Further transactions within the scope of this paragraph must be the
subject of additional notices in accordance with the procedures set forth herein,
with an additional 15-day waiting period for each Declaration of Proposed Transfer.
For purposes of these procedures: (i) a Substantial Shareholder is any entity that has
Beneficial Ownership of at least 2.4 million shares of Common Stock (representing approximately
4.5% of all issued and outstanding shares)4; (ii) Beneficial Ownership of Common Stock
is determined under IRC §382 and related regulations and includes direct and indirect ownership
(i.e., a holding company would be considered to beneficially own all shares owned or acquired by
its subsidiaries), ownership by such holders family members and entities acting in concert with
such holder to make a coordinated acquisition of stock and ownership of shares that such holder has
an Option to acquire; and (iii) an Option to acquire stock includes any contingent purchase,
warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock, or
similar interest, regardless of whether it is contingent or otherwise not currently exercisable.
PLEASE TAKE FURTHER NOTICE THAT, upon the request of any entity, the notice, claims, and
balloting agent for the Debtor, BMC Group, Inc. (the Notice, Claims, and Balloting Agent), will
provide a form of each of the required declarations described above and a copy of the Order to
such entity within a reasonable period of time. Such declarations are also available at
www.bmcgroup.com/corus.
4 | Based on approximately 53,711,680 shares of Common Stock issued and outstanding as of May 3, 2010. |
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FAILURE TO FOLLOW THE PROCEDURES SET FORTH IN THIS NOTICE SHALL CONSTITUTE A VIOLATION
OF, AMONG OTHER THINGS, THE AUTOMATIC STAY PROVISIONS OF SECTION 362 OF THE BANKRUPTCY CODE.
ANY PROHIBITED PURCHASE, SALE, TRADE, OR OTHER TRANSFER OF COMMON STOCK OF THE DEBTOR OR
OPTION WITH RESPECT THERETO IN VIOLATION OF THE ORDER SHALL BE NULL AND VOID AB INITIO AND MAY BE
PUNISHED BY CONTEMPT OR OTHER SANCTIONS IMPOSED BY THE BANKRUPTCY COURT.
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