Attached files
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8-K - LANXESS Solutions US Inc. | v190702_8k.htm |
UNITED STATES BANKRUPTCY COURT
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SOUTHERN DISTRICT OF NEW YORK
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Ex.
99.1
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)
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In re:
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)
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Chapter 11
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)
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Chemtura Corporation, et al.,
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)
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Case No. 09-11233 (REG)
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)
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Debtors.
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)
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Jointly Administered
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)
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MONTHLY
OPERATING REPORT FOR THE PERIOD FROM
JUNE
1, 2010 TO JUNE 30, 2010
DEBTORS ADDRESS:
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199 Benson Road, Middlebury, Connecticut 06749
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DEBTORS ATTORNEYS:
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Richard M. Cieri, Esq.
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M. Natasha Labovitz, Esq.
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Craig A. Bruens, Esq.
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KIRKLAND & ELLIS LLP
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601 Lexington Avenue
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New York, New York 10022
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Telephone: (212) 446-4800
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Facsimile: (212) 446-4900
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The
undersigned, having reviewed the attached report and being familiar with the
Debtors' financial affairs, verifies under penalty of perjury, that the
information contained therein is complete, accurate and truthful to the best of
my knowledge.
/s/ Stephen C. Forsyth
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Stephen
C. Forsyth
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Executive
Vice President &
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Chief
Financial Officer
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DATE:
July 15, 2010
1
CHEMTURA
CORPORATION AND RELATED DEBTORS
INDEX
TO CONDENSED COMBINED FINANCIAL STATEMENTS AND SCHEDULES
(UNAUDITED)
Page
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Condensed
Combined Financial Statements (Unaudited):
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Condensed
Combined Statement of Operations
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3
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Condensed
Combined Balance Sheet
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4
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Condensed
Combined Statement of Cash Flows
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5
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Notes
to Unaudited Condensed Combined Financial Statements
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1. Basis
of Presentation and Accounting Policies
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6
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2. Chapter
11 Proceedings
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7
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3. Debt
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10
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4. Reorganization
Items, Net
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13
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5. Other
Items
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14
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Schedules:
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Schedule
1. Schedule of Disbursements
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June
30, 2010
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15
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Schedule
2. Debtor Questionnaire
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June
30, 2010
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16
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2
CHEMTURA
CORPORATION AND RELATED DEBTORS
CONDENSED
COMBINED STATEMENT OF OPERATIONS
(UNAUDITED)
For
the Period
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||||
June
1, 2010 to
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($
in millions)
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June 30, 2010
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Net
sales
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$ | 227 | ||
Cost
of goods sold
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178 | |||
Selling,
general and administrative
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10 | |||
Depreciation
and amortization
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9 | |||
Research
and development
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2 | |||
Changes
in estimates related to expected allowable claims
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20 | |||
Operating
profit
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8 | |||
Interest
expense
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(3 | ) | ||
Other
expense, net
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(1 | ) | ||
Reorganization
items, net
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(17 | ) | ||
Equity
in net earnings of subsidiaries
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2 | |||
Loss
from continuing operations before income taxes
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(11 | ) | ||
Income
tax provision
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- | |||
Net
loss
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$ | (11 | ) |
See Notes
to the Condensed Combined Financial Statements
3
CHEMTURA
CORPORATION AND RELATED DEBTORS
CONDENSED
COMBINED BALANCE SHEET
(UNAUDITED)
($
in millions)
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June 30, 2010
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ASSETS
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Current
assets
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$ | 754 | ||
Intercompany
receivables
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496 | |||
Investment
in subsidiaries
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1,835 | |||
Property,
plant and equipment
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390 | |||
Goodwill
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149 | |||
Other
assets
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387 | |||
Total
assets
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$ | 4,011 | ||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
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Current
liabilities
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$ | 470 | ||
Intercompany
payables
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40 | |||
Other
long-term liabilities
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73 | |||
Total
liabilities not subject to compromise
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583 | |||
Liabilities
subject to compromise
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3,511 | |||
Total
stockholders' deficit
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(83 | ) | ||
Total
liabilities and stockholders' deficit
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$ | 4,011 |
See Notes
to the Condensed Combined Financial Statements
4
CHEMTURA
CORPORATION AND RELATED DEBTORS
CONDENSED
COMBINED STATEMENT OF CASH FLOWS
(UNAUDITED)
For
the Period
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||||
June
1, 2010 to
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($
in millions)
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June 30, 2010
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Increase (decrease) to cash and cash
equivalents
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
loss
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$ | (11 | ) | |
Adjustments
to reconcile net loss to net cash provided by operating
activities:
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Loss
on sale of discontinued operations, net of tax
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1 | |||
Depreciation
and amortization
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9 | |||
Stock-based
compensation expense
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(1 | ) | ||
Changes
in estimates related to expected allowable claims
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20 | |||
Reorganization
items, net
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2 | |||
Changes
in assets and liabilities, net
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47 | |||
Net
cash provided by operating activities
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67 | |||
CASH
FLOWS FROM INVESTING ACTIVITIES
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Net
proceeds from divestments
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1 | |||
Capital
expenditures
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(10 | ) | ||
Net
used in investing activities
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(9 | ) | ||
CASH
FLOWS FROM FINANCING ACTIVITIES
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Proceeds
from 2007 credit facility, net
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1 | |||
Payments
on Amended DIP Credit Facility
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(25 | ) | ||
Net
cash used in financing activities
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(24 | ) | ||
CASH
AND CASH EQUIVALENTS
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Change
in cash and cash equivalents
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34 | |||
Cash
and cash equivalents at beginning of period
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23 | |||
Cash
and cash equivalents at end of period
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$ | 57 |
See Notes
to the Condensed Combined Financial Statements
5
CHEMTURA
CORPORATION AND RELATED DEBTORS
NOTES
TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
1.
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Basis
of Presentation and Accounting
Policies
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BASIS OF
PRESENTATION
Chemtura
Corporation, together with its consolidated subsidiaries (the “Company” or
“Chemtura”) is dedicated to delivering innovative, application-focused specialty
chemical and consumer product offerings. Chemtura Corporation’s
principal executive offices are located in Philadelphia, Pennsylvania and
Middlebury, Connecticut. Chemtura operates in a wide variety of
end-use markets, including automotive, transportation, construction, packaging,
agriculture, lubricants, plastics for durable and non-durable goods,
electronics, and pool and spa chemicals.
On March
18, 2009, Chemtura and 26 of its U.S. affiliates (collectively the “Debtors”)
filed voluntary petitions for relief under Chapter 11 of Title 11 of the United
States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for
the Southern District of New York (the “Bankruptcy Court”) (see Note
2).
The
accompanying combined financial statements of the Debtors have been prepared
solely for the purpose of complying with the monthly reporting requirements of
the Bankruptcy Court (referred to herein as the “Monthly Operating
Report”).
The
monthly information presented herein is unaudited and has been prepared from the
books and records of Chemtura and the Debtors on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As discussed in Note 2, the Chapter 11
cases and related matters raise substantial doubt about the ability of the
Debtors to continue as a going concern. The accompanying Condensed Combined
Financial Statements of the Debtors do not reflect any adjustments relating to
the recoverability of assets and classification of liabilities that might result
from the outcome of these uncertainties.
The
Condensed Combined Financial Statements have been prepared in accordance with
Accounting Standards Codification (“ASC”) Section 852-10-45, Reorganizations - Other Presentation
Matters (“ASC 852-10-45”). ASC 852-10-45 does not ordinarily
affect or change the application of U.S. generally accepted accounting
principles (“GAAP”). However, it does require the Company to
distinguish transactions and events that are directly associated with the
reorganization in connection with the Chapter 11 cases from the ongoing
operations of the business. The pre-petition liabilities subject to
compromise are disclosed separately on the June 30, 2010 Condensed Combined
Balance Sheet. Expenses incurred and settlement impacts due to the
Chapter 11 cases are reported separately as reorganization items, net on the
Condensed Combined Statement of Operations for the month ended June 30,
2010. Interest expense related to pre-petition indebtedness has been
reported only to the extent that it will be paid during the pendency of the
Chapter 11 cases or is permitted by Bankruptcy Court approval or is expected to
be an allowed claim.
These
Condensed Combined Financial Statements are based on the Debtors' combined
financial statements as of and for the month ended June 30, 2010. The
Condensed Combined Financial Statements may not contain all necessary
adjustments which may be reported in Chemtura’s filings pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Accordingly, the financial information herein is subject to
change and any such change could be material. Chemtura cautions
investors and potential investors not to place undue reliance upon the
information contained in the Monthly Operating Report, as it was not prepared
for the purpose of providing the basis for an investment decision relating to
any of the securities of any of Chemtura or its subsidiaries, or any other
affiliate of Chemtura. The Monthly Operating Report was not audited
or reviewed by independent accountants, is as prescribed by applicable
bankruptcy laws, and is subject to future adjustment and
reconciliation. The Monthly Operating Report does not contain all
disclosures that would be required for presentation in accordance with U.S.
GAAP. There can be no assurance that, from the perspective of an
investor or potential investor in Chemtura’s securities, the Monthly Operating
Report is complete. The Monthly Operating Report also contains
information for periods which are shorter or otherwise different from those
required in Chemtura’s reports pursuant to the Exchange Act, and such
information might not be indicative of Chemtura’s financial condition or
operating results for the period that would be reflected in Chemtura’s financial
statements or in its reports pursuant to the Exchange Act. Results
set forth in the Monthly Operating Report should not be viewed as indicative of
future results.
6
CHEMTURA
CORPORATION AND RELATED DEBTORS
NOTES
TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
ACCOUNTING
POLICIES
Carrying Value of Goodwill
and Long-lived Assets
The
Company has elected to perform its annual goodwill impairment procedures for all
of its reporting units in accordance with ASC Subtopic 350-20, Intangibles – Goodwill and Other -
Goodwill as of July 31, or sooner, if events occur or circumstances
change that would more likely than not reduce the fair value of a reporting unit
below its carrying value. Interim tests, if necessary, are performed
during the last month of a respective quarter and an impairment, if any, is
recorded in the financial statements for that quarter.
The
Company’s cash flow projections, used to estimate the fair value of its
reporting units, are based on subjective estimates. Although the
Company believes that its projections reflect its best estimates of the future
performance of its reporting units, changes in estimated revenues or operating
margins could have an impact on the estimated fair values. Any
increases in estimated reporting unit cash flows would have had no impact on the
carrying value of that reporting unit. However, a decrease in future
estimated reporting unit cash flows could require the Company to determine
whether recognition of a goodwill impairment charge was required. The
assessment is required to be performed in two steps, step one to test for a
potential impairment of goodwill and, if potential losses are identified, step
two to measure the impairment loss through a full fair valuing of the assets and
liabilities of the reporting unit utilizing the acquisition method of
accounting.
The
Company continually monitors and evaluates business and competitive conditions
that affect its operations and reflects the impact of these factors in its
financial projections. If permanent or sustained changes in business,
competitive conditions or stock price occur, they can lead to revised
projections that could potentially give rise to impairment charges.
During
the last month of a respective quarter, the Company evaluates the recoverability
of the carrying value of its long-lived assets, excluding goodwill, whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable and an impairment, if any, is recorded in the financial statements
for that quarter. The Company realizes that events and changes in circumstances
can be more frequent in the course of a U.S. bankruptcy
process. Under such circumstances, the Company assesses whether the
projected undiscounted cash flows of its businesses are sufficient to recover
the existing unamortized carrying value of its long-lived assets. If the
undiscounted projected cash flows are not sufficient, the Company calculates the
impairment amount by several methodologies, including discounting the projected
cash flows using its weighted average cost of capital and valuation estimates
from third parties. The amount of the impairment is written-off
against earnings in the period in which the impairment has been
determined.
Foreign
Currency
The
functional currency of the Debtors is the US dollar. Gains and losses
on foreign currency denominated transactions (including transactions with
non-Debtor subsidiaries) are recorded in the Condensed Combined Statement of
Operations within other income (expense), net unless the transactions are deemed
to be of a long-term investment nature in which case they are classified as a
component of stockholders’ deficit.
Investments
in foreign currency denominated subsidiaries are translated into US dollars at
the end of the respective reporting period’s exchange rate with a corresponding
adjustment to accumulated other comprehensive income (loss) within stockholders’
deficit in the Condensed Combined Balance Sheet.
2.
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Chapter
11 Proceedings
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GENERAL BANKRUPTCY
MATTERS
The
Chapter 11 cases are being jointly administered under the caption "In re
Chemtura Corporation, et a1." and the Debtors are operating their U.S.
businesses as a debtor-in-possession (“DIP”) under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Bankruptcy Court.
7
CHEMTURA
CORPORATION AND RELATED DEBTORS
NOTES
TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
The
Debtors own substantially all of the Company’s U.S. assets. The
Debtors consist of Chemtura and the following subsidiaries:
·
A&M Cleaning Products LLC
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·
Crompton Colors Incorporated
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·
Kem Manufacturing Corporation
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·
Aqua Clear Industries, LLC
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·
Crompton Holding Corporation
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·
Laurel Industries Holdings, Inc.
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·
ASEPSIS, Inc.
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·
Crompton Monochem, Inc.
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·
Monochem, Inc.
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·
ASCK, Inc.
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·
GLCC Laurel, LLC
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·
Naugatuck Treatment Company
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·
BioLab, Inc.
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·
Great Lakes Chemical Corporation
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·
Recreational Water Products, Inc.
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·
BioLab Company Store, LLC
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·
Great Lakes Chemical Global, Inc.
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·
Uniroyal Chemical Company Limited
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·
Biolab Franchise Company, LLC
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·
GT Seed Treatment, Inc.
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·
Weber City Road LLC
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·
BioLab Textile Additives, LLC
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·
HomeCare Labs, Inc
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·
WRL of Indiana, Inc.
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·
CNK Chemical Realty Corporation
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·
ISCI, Inc.
|
Since the
filing, all orders of the Bankruptcy Court sufficient to enable the Debtors to
conduct normal business activities have been entered by the Bankruptcy
Court. While the Debtors are subject to Chapter 11, all transactions
outside the ordinary course of business will require the prior approval of the
Bankruptcy Court.
As a
consequence of the Chapter 11 cases, substantially all pre-petition litigation
and claims against the Debtors have been stayed. Accordingly, no
party may take any action to collect pre-petition claims or to pursue litigation
arising as a result of pre-petition acts or omissions except pursuant to an
order of the Bankruptcy Court.
On August
21, 2009, the Bankruptcy Court established October 30, 2009 as the deadline for
the filing of proofs of claim against the Debtors (the “Bar
Date”). Under certain limited circumstances, some creditors may be
permitted to file proofs of claim after the Bar Date. Accordingly, it
is possible that not all potential proofs of claim were filed as of the filing
of this Monthly Operating Report.
The
Debtors have received approximately 15,400 proofs of claim covering a broad
array of areas. The Company is in the process of completing its
evaluation of the amounts asserted in and the factual and legal basis of the
proofs of claim filed against the Debtors. Based upon the Company’s
review and evaluation through July 9, 2010, which review is continuing, a
significant number of proofs of claim are duplicative and/or legally or
factually without merit. As to those claims, the Company has filed or
intends to file objections with the Bankruptcy Court. However, there
can be no assurance that certain of these claims will not be allowed in
full.
Further,
while the Debtors believe they have insurance to cover certain asserted claims,
there can be no assurance that material uninsured obligations will not be
allowed as claims in the Chapter 11 cases. Because of the substantial
number of asserted contested claims, as to which review and analysis is ongoing,
there is no assurance as to the ultimate value of claims that will be allowed in
these Chapter 11 cases, nor is there any assurance as to the ultimate recoveries
for the Debtors’ stakeholders, including the Debtors’ bondholders and the
Company’s shareholders. The differences between amounts recorded by
the Debtors and proofs of claim filed by the creditors will continue to be
investigated and resolved through the claims reconciliation
process.
The
Company has recognized certain charges related to expected allowed
claims. As the Company completes the process of evaluating and
resolving the proofs of claim, appropriate adjustments to the Company’s
Condensed Combined Financial Statements will be made. Adjustments may
also result from actions of the Bankruptcy Court, settlement negotiations,
rejection of executory contracts and real property leases, determination as to
the value of any collateral securing claims and other events. Any
such adjustments could be material to the Company’s results of operations and
financial position in any given period.
8
CHEMTURA
CORPORATION AND RELATED DEBTORS
NOTES
TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
The
ultimate recovery by the Debtors’ creditors and the Company’s shareholders, if
any, will not be determined until confirmation and implementation of a plan of
reorganization. While the Debtors have filed a plan of
reorganization, there can be no final assurance of the recoveries provided for
in that plan until it is confirmed by order of the Bankruptcy Court and the
conditions for its effectiveness have been met. Because of such
uncertainties, the value of the Company’s common stock and unsecured debt
remains speculative. Accordingly, the Company urges that appropriate
caution be exercised with respect to existing and future investments in any of
these securities. Although the shares of the Company’s common stock
continue to trade on the Pink Sheets Electronic Quotation Service (“Pink
Sheets”) under the symbol “CEMJQ,” the trading prices may have little or no
relationship to the actual recovery, if any, by the holders under any Bankruptcy
Court-approved plan of reorganization. The opportunity for any
recovery by holders of the Company’s common stock under a plan of reorganization
requires that all creditors’ claims must be met in full, with interest where
due, before value can be attributed to the common stock and therefore the shares
of the Company’s common stock may be cancelled without any compensation pursuant
to a plan of reorganization. Further, to the extent that there is a
recovery by the Company’s common stock under the plan of reorganization, the
holders of such stock will be diluted by the issuance of common stock directly
or indirectly to settle creditors’ claims.
Continuation
of the Company as a going concern is contingent upon, among other things, the
Company’s and/or the Debtors’ ability (i) to comply with the terms and
conditions of the $450 million Amended and Restated Senior Secured
Super-Priority Debtor-in-Possession Credit Agreement (the “Amended DIP Credit
Facility”); (ii) to obtain confirmation of a plan of reorganization under the
Bankruptcy Code; (iii) to return to profitability; (iv) to generate sufficient
cash flow from operations; and (v) to obtain financing sources to meet the
Company's future obligations. These matters raise substantial doubt
about the Company's ability to continue as a going concern. The
Condensed Combined Financial Statements do not reflect any adjustments relating
to the recoverability and classification of recorded asset amounts or the
amounts and classification of liabilities that might result from the outcome of
these uncertainties. Additionally, a plan of reorganization could
materially change amounts reported in the Condensed Combined Financial
Statements, which do not give effect to all adjustments of the carrying value of
assets and liabilities that may be necessary as a consequence of completing
reorganization under Chapter 11 of the Bankruptcy Code.
In
addition, as part of the Company’s emergence from Chapter 11, the Company may be
required to adopt fresh start accounting in a future period. If fresh
start accounting is applicable, our assets and liabilities will be recorded at
fair value as of the fresh start reporting date. The fair value of
our assets and liabilities as of such fresh start reporting date may differ
materially from the recorded values of assets and liabilities on our Condensed
Combined Balance Sheets. Further, if fresh start accounting is
required, the financial results of the Company after the application of fresh
start accounting may not be comparable to historical trends.
For
additional information regarding the Chapter 11 cases, please refer to
Chemtura's website at www.chemtura.com or
www.kccllc.net/chemtura.
PLAN OF
REORGANIZATION
On June
17, 2010, the Debtors filed a proposed plan of reorganization (the “Plan”)
together with a related disclosure statement (the “Disclosure Statement”) with
the Bankruptcy Court. The Plan provides for the potential to satisfy
all creditors’ claims in full (using cash, stock or a combination thereof), as
well as offering value to equity holders (a pro rata share of 5% of common
shares of the reorganized Company to the extent such class of holders votes to
accept the Plan).
9
CHEMTURA
CORPORATION AND RELATED DEBTORS
NOTES
TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
An
amended Plan and Disclosure Statement were filed with the Bankruptcy Court on
July 9, 2010. The amended Plan discloses that in addition to the 27
current Debtors, Chemtura’s indirectly owned subsidiary, Chemtura Canada Co./Cie
(“Chemtura Canada”), intends to file a voluntary petition for relief under
chapter 11 of the Bankruptcy Code and commence a proceeding under the Companies’
Creditors Arrangement Act (the “CCAA”) in the Ontario Superior Court of Justice,
located in Ontario, Canada (the “Canadian Court”). At the time of
this filing, anticipated for August 2010, the Debtors will ask the Bankruptcy
Court to enter an order jointly administering Chemtura Canada’s Chapter 11 case
along with the existing Debtors’ Chapter 11 cases. Chemtura Canada
will then seek an order of the Canadian Court recognizing the Chapter 11 case as
“foreign proceedings” under the CCAA. The contemplated filing of
Chemtura and Chemtura Canada under the CCAA is designed to address claims
resulting, directly or indirectly, from alleged injury from exposure to
diacetyl, acetoin and/or acetaldehyde. Chemtura Canada will seek to
pay all other claims against Chemtura Canada in full upon the commencement of
its reorganization proceedings.
The
Disclosure Statement, as amended, contains detailed information about the Plan,
a historical profile of the Company, a description of the proposed distributions
to creditors, as well as a description of various matters relating to the exit
process, such as descriptions of which parties will be eligible to vote on the
Plan and the voting process itself. The information contained in the
Disclosure Statement is subject to change, whether as a result of further
revisions or amendments to the Plan, actions of third parties or
otherwise.
A hearing
on the adequacy of the Disclosure Statement is scheduled to be held on July 21,
2010. The Debtors may not solicit votes on the Plan until the
adequacy of the information in the Disclosure Statement has been approved by the
Bankruptcy Court. The Debtors have the exclusive right until
September 18, 2010 to file a plan of reorganization and until November 17, 2010,
to solicit acceptance of any such plan (the “Exclusive Periods”), which are the
maximum period of time provided by the Bankruptcy Code. During the
Exclusive Periods, competing plans of reorganization may not be filed by third
parties. The Bankruptcy Court has the power to terminate the
Exclusive Periods prior to November 17, 2010, and the Debtors can make no
assurance that the Bankruptcy Court will not do so. In addition, the
official committee of equity security holders appointed in the Chapter 11 cases
filed a motion to terminate the Exclusive Periods, the hearing on which motion
is scheduled to be held on July 21, 2010. The Debtors intend to
oppose the motion.
Nothing
contained in this Monthly Operating Report is intended to be, nor should it be
construed as, a solicitation for a vote on the Plan, as filed or as it may be
amended. The Plan will become effective only if it receives the
requisite approval and is approved by the Bankruptcy court, which we currently
expect to occur during September 2010. However, there can be no
assurance that the Bankruptcy Court will confirm the Plan or that it will be
implemented successfully.
10
CHEMTURA
CORPORATION AND RELATED DEBTORS
NOTES
TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
3.
|
Debt
|
Borrowings
of the Debtors consist of the following:
($ in millions)
|
June 30, 2010
|
|||
6.875%
Notes due 2016 1
|
$ | 500 | ||
7%
Notes due 2009 2
|
370 | |||
Amended
DIP Credit Facility
|
299 | |||
6.875%
Debentures due 2026 3
|
150 | |||
2007
Credit Facility
|
169 | |||
Other
borrowings
|
2 | |||
Total
Debt
|
1,490 | |||
Less:
Amended DIP Credit Facility
|
(299 | ) | ||
Total
Debt Included in Liabilities Subject to Compromise
|
$ | 1,191 |
1 Issued
by Chemtura and guaranteed by all other Debtors.
2 Issued
by Great Lakes Chemical Corporation and guaranteed by Chemtura
Corporation.
3 Issued
by Chemtura and not subject to any guarantee.
With the
exception of the Amended DIP Credit Facility, all of the foregoing debt is
embedded in the liabilities subject to compromise line of the accompanying June
30, 2010 Condensed Combined Balance Sheet.
DEBTOR-IN-POSSESSION (“DIP”)
CREDIT AGREEMENTS
On
February 9, 2010, the Bankruptcy Court gave interim approval of the Amended DIP
Credit Facility by and among the Debtors, Citibank N.A. and the other lenders
party thereto (collectively the “Loan Syndicate”). The Amended DIP
Credit Facility provides for a first priority and priming secured revolving and
term loan credit commitment of up to an aggregate of $450 million comprising a
$300 million term loan and a $150 million revolving credit
facility. The Amended DIP Credit Facility matures on the earlier of
364 days after the closing, the effective date of a Plan or the date of
termination in whole of the Commitments (as defined in the Amended DIP Credit
Facility). The proceeds of the term loan under the Amended DIP Credit
Facility were used to, among other things, refinance the obligations outstanding
under the previous $400 million senior secured DIP credit facility agreement
(“DIP Credit Facility”) and provide working capital for general corporate
purposes. The Amended DIP Credit Facility provided a substantial
reduction in the Company’s financing costs through reductions in interest spread
and avoidance of the extension fees payable under the DIP Credit Facility in
February and May 2010. The Amended DIP Credit Facility closed on
February 12, 2010 with the drawing of the $300 million term loan. On
February 18, 2010, the Bankruptcy Court entered a final order providing full
access to the Amended DIP Credit Facility.
11
CHEMTURA
CORPORATION AND RELATED DEBTORS
NOTES
TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
The
Amended DIP Credit Facility is secured by a super-priority lien on substantially
all of the Company's U.S. assets, including (i) cash; (ii) accounts receivable;
(iii) inventory; (iv) machinery, plant and equipment; (v) intellectual property;
(vi) pledges of the equity of first tier subsidiaries; and (vii) pledges of debt
and other instruments. Availability of credit is equal to (i) the
lesser of (a) the Borrowing Base (as defined below) and (b) the effective
commitments under the Amended DIP Credit Facility minus (ii) the aggregate
amount of the DIP loans and any undrawn or unreimbursed Letters of
Credit. The Borrowing Base is the sum of (i) 80% of the Debtors’
eligible accounts receivable, plus (ii) the lesser of (a) 85% of the net orderly
liquidation value percentage (as defined in the Amended DIP Credit Facility) of
the Debtors’ eligible inventory and (b) 75% of the cost of the Debtors’ eligible
inventory, plus (iii) $275 million, less certain reserves determined in the
discretion of the Administrative Agent to preserve and protect the value of the
collateral. As of June 30, 2010, extensions of credit outstanding
under the Amended DIP Credit Facility consisted of the $299 million term loan
(net of an original issue discount of $1 million) and Letters of Credit of $24
million.
Borrowings
under the Amended DIP Credit Facility term loan bear interest at a rate per
annum equal to, at our election, (i) 3.0% plus the Base Rate (defined as the
higher of (a) 3%; (b) Citibank N.A.’s published rate; or (c) the Federal Funds
rate plus 0.5%) or (ii) 4.0% plus the Eurodollar Rate (defined as the higher of
(a) 2% or (b) the current LIBOR rate adjusted for reserve
requirements). Borrowings under the $150 million revolving facility
bear interest at a rate per annum equal to, at our election, (i) 3.25% plus the
Base Rate or (ii) 4.25% plus the Eurodollar Rate. Additionally, the
Company pays an unused commitment fee of 1.0% per annum on the average daily
unused portion of the revolving facilities and a letter of credit fee on the
average daily balance of the maximum daily amount available to be drawn under
Letters of Credit equal to the applicable margin above the Eurodollar Rate
applicable for borrowings under the applicable revolving 2007 Credit
Facility.
The
obligations of the Company as borrower under the Amended DIP Credit Facility are
guaranteed by the Company’s U.S. subsidiaries who are Debtors in the Chapter 11
cases, which, together with the Company own substantially all of the Company’s
U.S. assets. The obligations must also be guaranteed by each of the
Company’s subsidiaries that become party to the Chapter 11 cases, subject to
specified exceptions.
All
amounts owing by the Company and the guarantors under the Amended DIP Credit
Facility and certain hedging arrangements and cash management services are
secured, subject to a carve-out as set forth in the Amended DIP Credit Facility
(the “Carve-Out”), for professional fees and expenses (as well as other fees and
expenses customarily subject to such Carve-Out), by (i) a first priority
perfected pledge of (a) all notes owned by the Company and the guarantors and
(b) all capital stock owned by the Company and the guarantors (subject to
certain exceptions relating to their respective foreign subsidiaries) and (ii) a
first priority perfected security interest in all other assets owned by the
Company and the guarantors, in each case, junior only to liens as set forth in
the Amended DIP Credit Facility and the Carve-Out.
The
Amended DIP Credit Facility requires the Company to meet certain financial
covenants including the following: (a) minimum cumulative monthly earnings
before interest, taxes, and depreciation (“EBITDA”), after certain adjustments,
on a consolidated basis; (b) a maximum variance of the weekly cumulative cash
flows of the Debtors, compared to an agreed upon forecast; (c) minimum borrowing
availability of $20 million; and (d) maximum quarterly capital
expenditures. In addition, the Amended DIP Credit Facility, as did
the DIP Credit Facility contains covenants which, among other things, limit the
incurrence of additional debt, operating leases, issuance of capital stock,
issuance of guarantees, liens, investments, disposition of assets, dividends,
certain payments, mergers, change of business, transactions with affiliates,
prepayments of debt, repurchases of stock and redemptions of certain other
indebtedness and other matters customarily restricted in such
agreements. As of June 30, 2010, the Company believes that it was in
compliance with the covenant requirements of the Amended DIP Credit
Facility. The Company is currently soliciting lender consent for an
amendment to the Amended DIP Credit Agreement to permit the asset sale described
below in footnote 5, the Canadian matters described above in footnote 2 and
certain other settlements.
The
Amended DIP Credit Facility contains events of default, including, among others,
payment defaults and breaches of representations and warranties (such as
non-compliance with covenants and the existence of a material adverse effect (as
defined in the agreement)).
12
CHEMTURA
CORPORATION AND RELATED DEBTORS
NOTES
TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
PRE-PETITION
DEBT
The
Chapter 11 filing constituted an event of default under, or otherwise triggered
repayment obligations with respect to, several of the debt instruments and
agreements relating to direct and indirect financial obligations of the Debtors
(collectively “Pre-petition Debt”). All obligations under the
Pre-petition Debt have become automatically and immediately due and
payable. The Debtors believe that any efforts to enforce the payment
obligations under the Pre-petition Debt have been stayed as a result of the
Chapter 11 cases. Accordingly, interest accruals and payments for the
unsecured Pre-petition Debt have ceased as of the petition date. The
amount of contractual interest expense not recorded in the month ended June 30,
2010 was approximately $7 million. In addition to not accruing for
post-petition interest, the Company has not recorded disputed claim amounts for
“make-whole” payments being sought for the $500 million of 6.875% Notes Due 2016
(“2016 Notes”) and for “no-call” payments being sought for the $150 million
6.875% Debentures due 2026 (“2026 Debentures”). While the proposed
Plan filed by the Debtors contains a proposed settlement of these disputed claim
amounts, such settlement is subject to approval by the Bankruptcy
Court. The Pre-petition Debt as of June 30, 2010 consists
of $500 million of 2016 Notes1, $370
million of 7% Notes due July 15, 2009 (“2009 Notes”)2, $150
million of 2026 Debentures3 and,
together with the 2016 Notes, the 2009 Notes and the 2026 Debentures, the
“Notes”), $169 million due 2010 under the 2007 Credit Facility and $2 million of
other borrowings. Pursuant to the final order of the Bankruptcy Court
approving the DIP Credit Facility, the Debtors have acknowledged the
pre-petition secured indebtedness associated with the 2007 Credit Facility to be
no less than $139 million (now $53 million after the “roll-up” in connection
with the Company’s entry into the DIP Credit Facility).
The 2007
Credit Facility was guaranteed by certain U.S. subsidiaries of the Company (the
“Domestic Subsidiary Guarantors”). Pursuant to a 2007 Credit Facility
covenant, the Company and the Domestic Subsidiary Guarantors were, in June of
2007, required to provide a security interest in the equity of their first tier
subsidiaries (limited to 66% of the voting stock of first-tier foreign
subsidiaries). Under the terms of the indentures for the Notes, the
Company was required to provide security for the Notes on an equal and ratable
basis if (and for so long as) the principal amount of secured debt exceeded
certain thresholds related to the Company’s assets. The thresholds
vary under each of the indentures. In order to avoid having the Notes
become equally and ratably secured with the 2007 Credit Facility obligations,
the lenders agreed to limit the amount secured by the pledged equity to the
maximum amount that would not require the Notes to become equally and ratably
secured (the “Maximum Amount”). In connection with the amendment and
waiver agreement dated December 30, 2008, the Company and the Domestic
Subsidiary Guarantors entered into a Second Amended and Restated Pledge and
Security Agreement. In addition to the prior pledge of equity granted
to secure the 2007 Credit Facility obligations, the Company and the Domestic
Subsidiary Guarantors granted a security interest in their
inventory. The value of this security interest continues to be
limited to the Maximum Amount.
The
Company has standby letters of credit and guarantees with various financial
institutions which were issued under the 2007 Credit Facility. Any
additional drawings of letters of credit issued under the 2007 Credit Facility
will be classified as liabilities subject to compromise in the Condensed
Combined Balance Sheet.
4.
|
Reorganization
Items, Net
|
Reorganization
items, net in June 2010 primarily consist of professional fees associated with
the Chapter 11 cases and impact of negotiated claim settlements for which
Bankruptcy Court approval has been obtained or requested.
1 Issued
by Chemtura and guaranteed by all other Debtors.
2 Issued
by Great Lakes Chemical Corporation and guaranteed by Chemtura
Corporation.
3 Issued
by Chemtura and not subject to any guarantee.
13
CHEMTURA
CORPORATION AND RELATED DEBTORS
NOTES
TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
5.
|
Other
Items
|
PROPOSED ASSET
SALE
On June
29, 2010, the Company entered into a definitive agreement with Sonneborn Inc. to
sells the Company’s natural sodium sulfonates and oxidized petrolatum
businesses. The sale will include certain assets, the Company’s
50% interest in a European joint venture, the assumption of certain liabilities
and the mutual release of obligations between the parties. The
proposed transaction is subject to approval by the Bankruptcy Court, and a
hearing is scheduled to be held on July 21, 2010, as well as certain other
closing conditions and consent by the Amended DIP Credit Facility lenders.
14
In re
|
Chemtura
Corporation, et
al.,
|
Case
No. (Jointly
Administered)
|
09-11233
(REG)
|
Debtor
|
Reporting
Period:
|
June
30,
2010
|
SCHEDULE
OF DISBURSEMENTS
($
in Millions)
Time
Period:
|
||||||||
6/1/10
- 6/30/10
|
||||||||
Debtor
|
Case
Number
|
Disbursements
|
||||||
AQUA
CLEAR INDUSTRIES, LLC,
|
09-11231 | $ | - | |||||
CHEMTURA
CORPORATION
|
09-11233 | $ | 137 | |||||
A&M
CLEANING PRODUCTS, LLC
|
09-11234 | $ | - | |||||
ASCK,
INC.
|
09-11235 | $ | - | |||||
ASEPSIS,
INC.
|
09-11236 | $ | - | |||||
BIOLAB
COMPANY STORE, LLC
|
09-11237 | $ | - | |||||
BIOLAB
FRANCHISE COMPANY, LLC
|
09-11238 | $ | - | |||||
BIO-LAB,
INC.
|
09-11239 | $ | 27 | |||||
BIOLAB
TEXTILE ADDITIVES, LLC
|
09-11240 | $ | - | |||||
CNK
CHEMICAL REALTY CORPORATION
|
09-11241 | $ | - | |||||
CROMPTON
COLORS INCORPORATED
|
09-11242 | $ | - | |||||
CROMPTON
HOLDING CORPORATION
|
09-11244 | $ | - | |||||
CROMPTON
MONOCHEM, INC.
|
09-11245 | $ | - | |||||
GLCC
LAUREL, LLC
|
09-11246 | $ | 3 | |||||
GREAT
LAKES CHEMICAL CORPORATION
|
09-11247 | $ | 33 | |||||
GREAT
LAKES CHEMICAL GLOBAL, INC.
|
09-11249 | $ | - | |||||
GT
SEED TREATMENT, INC.
|
09-11250 | $ | - | |||||
HOMECARE
LABS, INC.
|
09-11251 | $ | - | |||||
ISCI,
INC.
|
09-11252 | $ | - | |||||
KEM
MANUFACTURING CORPORATION
|
09-11253 | $ | - | |||||
LAUREL
INDUSTRIES HOLDINGS, INC.
|
09-11254 | $ | - | |||||
MONOCHEM,
INC.
|
09-11255 | $ | - | |||||
NAUGATUCK
TREATMENT COMPANY
|
09-11256 | $ | - | |||||
RECREATIONAL
WATER PRODUCTS, INC.
|
09-11257 | $ | - | |||||
UNIROYAL
CHEMICAL COMPANY LIMITED (DELAWARE)
|
09-11258 | $ | - | |||||
WEBER
CITY ROAD, LLC
|
09-11259 | $ | - | |||||
WRL
OF INDIANA, INC.
|
09-11260 | $ | - |
15
In re
|
Chemtura Corporation, et al.,
|
Case No. (Jointly
Administered)
|
09-11233 (REG)
|
Debtor
|
Reporting
Period:
|
June
30, 2010
|
DEBTOR
QUESTIONNAIRE
Must
be completed each month. If the answer to any of the questions
is “Yes”, provide a detailed explanation of each item. Attach additional
sheets if necessary.
|
Yes
|
No
|
|
1
|
Have
any assets been sold or transferred outside the normal course of business
this reporting period?
|
X
*
|
|
2
|
Have
any funds been disbursed from any account other than a debtor
in
possession
account this reporting period?
|
X
|
|
3
|
Is
the Debtor delinquent in the timely filing of any post-petition tax
returns?
|
X
|
|
4
|
Are
workers compensation, general liability or other necessary insurance
coverages expired or cancelled, or has the debtor received notice of
expiration or cancellation of such policies?
|
X
|
|
5
|
Is
the Debtor delinquent in paying any insurance premium
payment?
|
X
|
|
6
|
Have
any payments been made on pre-petition liabilities this reporting
period?
|
X
|
|
7
|
Are
any post petition receivables (accounts, notes or loans) due
from
related
parties?
|
X
|
|
8
|
Are
any post petition payroll taxes past due?
|
X
|
|
9
|
Are
any post petition State or Federal income taxes past due?
|
X
|
|
10
|
Are
any post petition real estate taxes past due?
|
X
*
|
|
11
|
Are
any other post petition taxes past due?
|
X
|
|
12
|
Have
any pre-petition taxes been paid during this reporting
period?
|
X
|
|
13
|
Are
any amounts owed to post petition creditors delinquent?
|
X
*
|
|
14
|
Are
any wage payments past due?
|
X
*
|
|
15
|
Have
any post petition loans been received by the Debtor from any
party?
|
X
|
|
16
|
Is
the Debtor delinquent in paying any U.S. Trustee fees?
|
X
|
|
17
|
Is
the Debtor delinquent with any court ordered payments to
attorneys
or
other professionals?
|
X
|
|
18
|
Have
the owners or shareholders received any compensation outside of the normal
course of business?
|
X
|
Explanations to Questions
Answered “Yes”
6.
|
Pre-petition
payments have been made pursuant to certain Bankruptcy Court approved
court orders for taxes, wages, customer programs, critical vendors,
insurance and other employee
programs.
|
7.
|
The
Debtors have intercompany trade receivables due from non-filing
affiliates.
|
12.
|
Pre-petition
tax payments have been made pursuant to certain Bankruptcy Court approved
court orders.
|
Explanations
to Questions Answered “No *”
1.
|
The
Company sold its PVC additives business pursuant to a Bankruptcy Court
approved Section 363 sale effective as of April 30,
2010. Pursuant to the asset purchase agreement approved by the
Bankruptcy Court, there are continuing obligations to provide transition
services and additionally, there are certain matters that will require a
post-closing adjustment. The Company has signed an agreement of
sale with Sonneborn Inc. with the respect to certain assets that is
subject to a Bankruptcy Court hearing on July 21,
2010.
|
10.
|
The
Debtors are required under certain of their leases to pay a share of the
real estate taxes on the property. The payment is made by
reimbursing the landlord for such amounts paid by the landlord after
receiving an invoice. Debtors have reimbursed their
landlords for all post-petition amounts for which they have been
billed.
|
13.
|
Answer
does not include amounts that may be past due as a result of a continued
investigation regarding discrepancies on price or
quantity.
|
14.
|
No
post-petition wage payments are past due. Certain pre-petition
wage payments, subject to certain Bankruptcy Code and Bankruptcy Court
limitations, remain past due.
|
16