UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 13, 2015

 

 

Dendreon Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		001-35546		22-3203193
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1301 2nd Avenue, Seattle, Washington				98101
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (206) 256-4545

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 7.01.  Regulation FD Disclosure.

As previously announced, on November 10, 2014, Dendreon Corporation (the “Company”) and its wholly owned subsidiaries, Dendreon Holdings, LLC, Dendreon Distribution, LLC and Dendreon Manufacturing, LLC (collectively, together with the Company, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

On February 13, 2015, the Debtors filed their monthly operating report for the period of January 1, 2015 through January 31, 2015 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1.

Item 8.01.  Other Events.

On November 9, 2014, as previously disclosed, the Debtors and (i) certain holders representing approximately 47.8% and (ii) certain other holders representing approximately 35.9% of the outstanding principal amount of the Company’s 2.875% Convertible Senior Notes due 2016 (the “2016 Notes”) entered into two separate Plan Support Agreements (as amended and restated, the “PSAs”). Under the terms of the PSAs, the parties agreed to work to effectuate a restructuring of the Debtors’ obligations pursuant to a stand-alone plan of reorganization in Chapter 11 under which holders of the 2016 Notes would receive new shares of common stock in the reorganized Company, subject to the outcome of the competitive process contemplated in the PSAs (the “Competitive Process”). On December 17, 2014, the Bankruptcy Court entered an order that, among other matters, established the bidding procedures (the “Bidding Procedures”) proposed to be employed with respect to the Competitive Process and established the deadline for submitting Qualified Bids (as defined in the Bidding Procedures).

On February 10, 2015, the Debtors filed with the Bankruptcy Court a Notice (the “Notice”) of (I) Successful Bidder and of Assumption and Assignment of Executory Contract or Unexpired Lease and (II) Cancellation of Auction stating that the Debtors had accepted the bid of Valeant Pharmaceuticals International, Inc. (the “Purchaser”) for the purchase of substantially all of the Debtors’ assets and, as the Debtors did not receive any Qualified Bids by the bid deadline other than that submitted by the Purchaser, the auction contemplated by the Competitive Process was therefore canceled. The Notice is attached hereto as Exhibit 99.2.

Cautionary Statement Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope and has been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial statements in the Monthly Operating Report are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. The Monthly Operating Report also contains information for periods that are shorter or otherwise different from the historical periods required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for a period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statements Regarding the Chapter 11 Cases

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 Cases will be highly speculative and will pose substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities. The Bankruptcy Court has entered an order that places limitations on trading in the Company’s common stock, including options and certain other rights to acquire common stock, and certain instruments convertible into common stock, during the pendency of the bankruptcy proceedings.

A plan of reorganization or liquidation will likely result in holders of the Company’s capital stock receiving no distribution on account of their interests and cancellation of their existing stock. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan can be confirmed notwithstanding its rejection by the Company’s equity securityholders and notwithstanding the fact that such equity securityholders do not receive or retain any property on account of their equity interests under the plan. The stand-alone plan of reorganization provided for under the PSAs contemplates no recovery for the Company’s equity securityholders. In addition, the purchase price provided by the Amended and Restated Acquisition Agreement, dated as of February 4, 2015, by and among the Debtors and the Purchaser does not exceed the Company’s prepetition obligations to creditors, and therefore consummation of the transactions contemplated thereunder followed by a liquidation under a Chapter 11 plan would provide no recovery for the Company’s equity securityholders.

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Cautionary Statement Regarding Forward-Looking Statements

Certain information in this Current Report and the exhibits attached hereto (collectively, this “Current Report”) may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that are not statements of historical fact, including statements regarding the satisfaction of conditions to the closing of the proposed asset sale, the potential of the proposed asset sale and the expectation that the Chapter 11 filings will enable the Company to sell its assets in an orderly manner and maximize value for its stakeholders and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report should be considered forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions are often used to identify forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Chapter 11 Cases on the Company’s liquidity or results of operations, changes in the Company’s ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to the Company’s operations, the outcome or timing of the Chapter 11 process and the proposed asset sale (including the consummation of the proposed asset sale), the effect of the Chapter 11 Cases or proposed asset sale on the Company’s relationships with third parties, regulatory authorities and employees, proceedings that may be brought by third parties in connection with the Chapter 11 process or the proposed asset sale, Bankruptcy Court approval, regulatory approval or other closing conditions or termination events in connection with the proposed asset sale, and the timing or amount of any distributions to the Company’s stakeholders. For a discussion of some of the additional risks and important factors that the Company believes could cause actual results or events to differ from the forward-looking statements that it makes, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results or events to differ from those contained in any forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report. Any forward-looking statements speak only as of the date of this Current Report. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 (including Exhibit 99.1) of this Current Report is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Current Report (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

Additional Information Regarding the Chapter 11 Cases

Information about the Chapter 11 process, as well as court filings and other documents related to the reorganization proceedings, is available through the Company’s claims agent, Prime Clerk, at https://cases.primeclerk.com/dendreon or 844-794-3479. Information contained on, or that can be accessed through, such web site or the Bankruptcy Court’s web site is not part of this Current Report.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits:

 

99.1

Monthly Operating Report, dated February 13, 2015

 

99.2

Notice of (I) Successful Bidder and of Assumption and Assignment of Executory Contract or Unexpired Lease and (II) Cancellation of Auction, filed February 10, 2015

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				DENDREON CORPORATION
Date: February 17, 2015				By:		/s/ Robert L. Crotty
						Name:		Robert L. Crotty
						Title:		Executive Vice President, General Counsel and Secretary

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INDEX TO EXHIBITS

 

Exhibit     No.		Description
99.1		Monthly Operating Report, dated February 13, 2015
99.2		Notice of (I) Successful Bidder and of Assumption and Assignment of Executory Contract or Unexpired Lease and (II) Cancellation of Auction, filed February 10, 2015

Exhibit 99.1

THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

 

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -		x
		:
In re:		:		Chapter 11
		:
DENDREON CORPORATION, et al.,		:		Case No. 14-12515 (LSS)
		:
Debtors.1		:		Jointly Administered
		:
		:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -		x

NOTICE OF FILING OF DEBTORS’ MONTHLY OPERATING REPORT

FOR THE PERIOD OF JANUARY 2015

PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession

(collectively, the “Debtors”) have filed with the United States Bankruptcy Court for the District of Delaware

the Debtors’ Monthly Operating Report for the Period of January 2015,

 

 

 

 

1

The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Dendreon Corporation (3193), Dendreon Holdings, LLC (8047), Dendreon Distribution, LLC (8598) and Dendreon Manufacturing, LLC (7123). The address of the Debtors’ corporate headquarters is 1301 2nd Avenue, Seattle, Washington 98101.

 

		Docket No. 384       Date Filed: 2/13/15

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attached hereto as Exhibit A (the “Monthly Operating Report”).

Dated: Wilmington, Delaware

            February 13, 2015

 

 

2

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EXHIBIT A

MONTHLY OPERATING REPORT

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UNITED STATES BANKRUPTCY COURT

                     DISTRICT OF DELAWARE                    

 

In re     DENDREON CORPORATION, et. al		Case No.     14-12515_(LSS)
		Reporting Period:   January 2015

MONTHLY OPERATING REPORT

File with Court and submit copy to United States Trustee within 20 days after end of month.

Submit copy of report to any official committee appointed in the case.

 

REQUIRED DOCUMENTS		Form No.		Document     Attached		Explanation   Attached		Affidavit/Supplement   Attached
Schedule of Cash Receipts and Disbursements		MOR-1		X
Bank Reconciliation (or copies of debtor’s bank reconciliations)		MOR-1a		X
Schedule of Professional Fees Paid		MOR-1b				X
Copies of bank statements						X
Cash disbursements journals						X
Statement of Operations		MOR-2		X
Balance Sheet		MOR-3		X
Status of Postpetition Taxes		MOR-4				X
Copies of IRS Form 6123 or payment receipt
Copies of tax returns filed during reporting period
Summary of Unpaid Postpetition Debts		MOR-5		X
Listing of aged accounts payable		MOR-5		X
Accounts Receivable Reconciliation and Aging		MOR-6		X
Debtor Questionnaire		MOR-7		X

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents

are true and correct to the best of my knowledge and belief.

 

Signature of Debtor				Date
Signature of Joint Debtor				Date
/s/ Gregory R. Cox				February 13, 2015
Signature of Authorized Individual*
Gregory R. Cox				Chief Financial Officer
Printed Name of Authorized Individual				Title of Authorized Individual

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor

is a partnership; a manager or member if debtor is a limited liability company.

 

MOR

(04/07)

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NOTES

Notes to the MOR:

This Monthly Operating Report (“MOR”) has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Bankruptcy Case and is in a format acceptable to the U.S. Trustee. The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States. Accordingly, this MOR should not be used for investment purposes.

The financial statements presented in MOR-2 and MOR-3 are prepared on a consolidated company basis for the Debtors and non-debtor affiliates.

 

Page 2 of 13

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1. SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

($ 000s)
For the period 1/3/15 - 1/30/151														Dendreon				Dendreon				Dendreon				Dendreon
		Consolidated												Corporation				Holdings				Distribution				Manufacturing
Beginning Cash Balance2		$	115,714											$	115,714			$	-			$	-			$	-
Total Cash Receipts			27,461												405				-				27,057				-
Total Cash Disbursements3			(24,516	)											(24,516	)			-				-				-
Intercompany Transfer From / (To) Other Debtors			-												27,057				-				(27,057	)			-
Intercompany Transfer From / (To) Non-Debtors			-												-				-				-				-
Net Cash Flow		$	2,946											$	2,946			$	-			$	-			$	-
Ending Cash Balance2		$	118,660											$	118,660			$	-			$	-			$	-

Notes:

 

1.1/30/15 represents last day of Debtors’ January weekly cash forecast

2. Excludes restricted cash accounts

3. Cash Disbursements include payroll that was disbursed by Dendreon Corporation through its centralized cash management system for the benefit of subsidiary debtors. Accordingly, disbursement amounts (for the purposes of calculating US Trustee fees) are as follows:

 

		Debtor		Amounts
		Dendreon Corporation			18,971
		Dendreon Holdings			-
		Dendreon Distribution			2,870
		Dendreon Manufacturing			2,674
				$	24,516

 

Page 3 of 13

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1a. BANK RECONCILIATION (OR COPIES OF DEBTORS’ BANK RECONCILIATIONS)
As of 1/31/15

 

																Restricted Cash Accounts
Bank Description		U.S. Bank				Morgan Stanley Smith Barney				U.S. Bank1						U.S. Bank				Wells Fargo
		Operating Account				Investment Account				Payroll Account						Escrow Account				LC Account
Bank Balance		$	38,692,789			$	79,700,953			$	65,708					$	214,610			$	5,206,518
(+) Deposits in Transit			1,251,268				-				-						-				-
(-) Outstanding Checks			(743,873	)			-				(9,183	)					-				-
Other			-				(1,186	)			-						-				-
Book Balance		$	39,200,183			$	79,699,766			$	56,525					$	214,610			$	5,206,518

Notes:

 

1. Account opened during postpetition period

 

Page 4 of 13

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1b. SCHEDULE OF PROFESSIONAL FEES PAID

For the period 1/1/15—1/31/15, no payments were made to retained professionals

 

Page 5 of 13

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1c. COPIES OF BANK STATEMENTS

The Debtors’ bank statements are voluminous and not included herein, but copies will be provided upon request

 

Page 6 of 13

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1d. CASH DISBURSEMENTS JOURNALS

The Debtors’ cash disbursement journals are voluminous and not included herein, but copies will be provided upon request

 

Page 7 of 13

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2. STATEMENT OF OPERATIONS

($ 000s)

 

For the period 1/1/15 - 1/31/15										Dendreon				Dendreon				Dendreon				Dendreon
		Consolidated1								Corporation				Holdings				Distribution				Manufacturing
Product Revenue, net		$	21,337							$	21,337			$	-			$	-			$	-
Royalty and Other Revenue			-								-				-				-				-
Total Revenue		$	21,337							$	21,337			$	-			$	-			$	-
Operating Expenses:
Cost Of Product Revenue			11,594								11,594				-				-				-
Research and Development			3,337								3,337				-				-				-
Selling, General and Administrative			11,513								11,513				-				-				-
Less: Payroll Expense Included In Categories Above2			(7,706	)							(7,706	)			-				-				-
Payroll Expense2,3			7,706								2,162				-				2,870				2,674
Restructuring			49								49				-				-				-
Total Operating Expenses		$	26,492							$	20,947			$	-			$	2,870			$	2,674
Income / (Loss) from Operations		$	(5,155	)						$	390			$	-			$	(2,870	)		$	(2,674	)
Other Income / (Expense):
Interest Income			5								5				-				-				-
Interest Expense			(329	)							(329	)			-				-				-
Other Income / (Expense)			12								12				-				-				-
Reorganization Expense			(3,797	)							(3,797	)			-				-				-
Net Income / (Loss)		$	(9,264	)						$	(3,720	)		$	-			$	(2,870	)		$	(2,674	)

Notes:

 

1. The Debtors maintain their accounting records and prepare financial statements on a consolidated basis only. This modified presentation reflects cash basis payroll of the subsidiary entities, which is funded by Dendreon Corp.

2. The Debtors’ consolidated statement of operations reflects an allocation of payroll expenses among several operating expense categories (i.e., Cost of Product Revenue, R&D and SG&A). For the purpose of presenting payroll by entity without double-counting of such expenses, the cash basis payroll must be deducted before being included separately

3. Payroll Expense (noted above) includes payroll, payroll taxes and 401(k). These amounts are funded to ADP via the US Bank Operating account. For taxation purposes, each legal entity pays separate state employment taxes for the states in which it operates

 

Page 8 of 13

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3. BALANCE SHEET

($ 000s)
As of 1/31/15

		Consolidated1
Current Assets:
Cash and Cash Equivalents		$	88,449
Short-Term Investments			36,179
Trade Accounts Receivable			22,493
Inventory			59,921
Prepaid Expenses and Other Current Assets			23,400
Total Current Assets		$	230,442
Property and Equipment, net			100,648
Long-Term Investments			-
Other Assets			3,592
Total Assets		$	334,682
Current Liabilities:
Accounts Payable		$	5,834
Accrued Liabilities			8,145
Accrued Compensation			19,992
Restructuring Liability			11
Reorganization Liability			5,334
Current Portion of Capital Lease Obligations			29
Current Portion of Facility Lease Obligations			13
Total Current Liabilities		$	39,358
Long-Term Liabilities:
Other Long-Term Liabilities			76
Liabilities Subject to Compromise2			627,317
Total Liabilities		$	666,751
Stockholders’ Equity:
Common Stock			155
Additional Paid-In Capital			2,004,479
Accumulated Other Comprehensive Income			1
Accumulated Deficit			(2,336,704	)
Total Stockholders’ Equity (Deficit)		$	(332,069	)
Total Liabilities and Stockholders’ Equity		$	334,682
Notes:
1. The Debtors maintain their accounting records and prepare financial statements on a consolidated basis only
2. The Debtors are currently working to determine the proper balance and reporting for Liabilities Subject to Compromise

 

Page 9 of 13

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4. STATUS OF POSTPETITION TAXES

All postpetition taxes were current as of 1/31/15 and paid in the ordinary course by the Debtors

 

Page 10 of 13

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5. SUMMARY OF UNPAID POSTPETITION DEBTS

As of 1/31/15

 

						Days Outstanding
		Total				1 - 30				31 - 60				61 - 90				91 +
Postpetition Accounts Payable		$	5,833,977			$	5,833,977			$	-			$	-			$	-

 

Page 11 of 13

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6. ACCOUNTS RECEIVABLE RECONCILLIATION & AGEING

As of 1/31/15

 

						Days Outstanding
		Total				1 - 30				31 - 60				61 - 90		91 +
Gross Accounts Receivable		$	24,959,774			$	24,892,696			$	453,616			$        (426,607)		$	40,069
Accounts Receivable Offset - Chargebacks			(2,466,801	)
Net Accounts Receivable		$	22,492,974

 

Page 12 of 13

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7. DEBTOR QUESTIONNAIRE

 

		Yes		No
1. Have any assets been sold or transferred outside the normal course of business this  reporting period? If yes, provide an explanation below				X
2. Have any funds been disbursed from any account other than a debtor in possession  account this reporting period? If yes, provide an explanation below				X
3. Have all postpetition tax returns been timely filed? If no, provide an explanation  below		X
4. Are workers compensation, general liability and other necessary insurance  coverages in effect? If no, provide an explanation below		X
5. Has any bank account been opened during the reporting period? If yes, provide  documentation identifying the opened account(s). If an investment account has been  opened provide the required documentation pursuant to the Delaware Local Rule  4001-3				X

 

Page 13 of 13

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DENDREON CORP.

Cash Flow Forecast

(Dollars in Thousands)

 

		Projected
Week:		1				2				3				4				5				6				7				8				9				10				11				12				13				13-Week
Ending Date:		2/13/15				2/20/15				2/27/15				3/6/15				3/13/15				3/20/15				3/27/15				4/3/15				4/10/15				4/17/15				4/24/15				5/1/15				5/8/15				Total
Beginning Book Cash Balance		$	110,654			$	114,027			$	98,677			$	499,714			$	499,684			$	499,684			$	495,981			$	501,187			$	504,157			$	504,157			$	493,592			$	490,542			$	490,512			$	110,654
RECEIPTS
Operating 1		$	6,453			$	4,419			$	1,037			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	11,910
Other 2			15				15				400,000				-				-				-				5,206				3,000				-				-				-				-				-				408,236
TOTAL RECEIPTS		$	6,468			$	4,434			$	401,037			$	-			$	-			$	-			$	5,206			$	3,000			$	-			$	-			$	-			$	-			$	-			$	420,146
DISBURSEMENTS
U.S. Operations
Payroll 3		$	(200	)		$	(13,383	)		$	-			$	(30	)		$	-			$	(30	)		$	-			$	(30	)		$	-			$	(1,903	)		$	-			$	(30	)		$	-			$	(15,606)
Occupancy			(96	)			(205	)			-				-				-				-				-				-				-				-				-				-				-				(301)
Other Operating			(2,767	)			(2,325	)			-				-				-				-				-				-				-				-				-				-				-				(5,092)
Subtotal		$	(3,062	)		$	(15,913	)		$	-			$	(30	)		$	-			$	(30	)		$	-			$	(30	)		$	-			$	(1,903	)		$	-			$	(30	)		$	-			$	(20,999)
E.U. Operations		$	(33	)		$	(654	)		$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$	(687)
Restructuring & Other 4		$	-			$	(3,217	)		$	-			$	-			$	-			$	(3,673	)		$	-			$	-			$	-			$	(8,662	)		$	(3,050	)		$	-			$	-			$	(18,602)
TOTAL DISBURSEMENTS		$	(3,095	)		$	(19,784	)		$	-			$	(30	)		$	-			$	(3,703	)		$	-			$	(30	)		$	-			$	(10,565	)		$	(3,050	)		$	(30	)		$	-			$	(40,288)
NET CASH FLOW		$	3,373			$	(15,349	)		$	401,037			$	(30	)		$	-			$	(3,703	)		$	5,206			$	2,970			$	-			$	(10,565	)		$	(3,050	)		$	(30	)		$	-			$	379,858
Ending Book Cash Balance		$	114,027			$	98,677			$	499,714			$	499,684			$	499,684			$	495,981			$	501,187			$	504,157			$	504,157			$	493,592			$	490,542			$	490,512			$	490,512			$	490,512

 

1 -	Collections forecast for the week ended 2/27, represent anticipated distributor receipts through the sale close

 

2 -	Collections in the weeks ended 3/27 and 4/3 represent the recovery of LC collateral and Derivatives Lawsuit proceeds, respectively

 

3 -	Post sale payroll amounts reflect CEO pay. Additional payroll amounts are possible and subject to estate wind down needs

 

4 -	Estate wind down costs are not separately forecast, as a large portion of the costs are embedded in professional fees. However, additional estate wind down costs, primarily related to personnel, are anticipated but not reflected in the current forecast

 

NOTE: Please note that the cash flow projections contemplate a sale closing during the week ended 2/27/15 under the terms of the Amended and Restated Acquisition Agreement, dated as of February 4, 2015, with Valeant. Also, while the cash flows reflect the continued payment of professional fee in the normal course, the forecast does not include the following items:

• Professionals fees or catch up payments after the week ended 5/8/15

• Certain estate wind down costs (see description in note 4)

• Payment of cure costs or other Retained Liabilities of the Debtors

Exhibit 99.2

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

 

– – – – – – – – – – – – – – – – – –  – – – – – – – – – – – – – – – – –		X
		:
In re:		:		Chapter 11
		:
DENDREON CORPORATION, et al.,		:		Case No. 14-12515 (LSS)
		:
Debtors.1		:		Jointly Administered
		:
		:		Related Docket No. 17, 62, 124, 188, 195, 230, 314, 330, 332, 355
– – – – – – – – – – – – – – – – – – –  – – – – – – – – – – – – – – – –		X

NOTICE OF (I) SUCCESSFUL BIDDER AND OF ASSUMPTION

AND ASSIGNMENT OF EXECUTORY CONTRACT OR UNEXPIRED LEASE

AND (II) CANCELLATION OF AUCTION

PLEASE TAKE NOTICE THAT:

1.        Pursuant to the Order (I) Establishing Bidding Procedures Relating to the Sale of Substantially All of the Debtors’ Assets; (II) Establishing Procedures for the Debtors to Enter Into Stalking Horse Agreement With Bid Protections in Connection With a Sale of Substantially All of the Debtors’ Assets; (III) Establishing Procedures Relating to the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, Including Notice of Proposed Cure Amounts; (IV) Approving Form and Manner of Notice of All Procedures, Protections, Schedules and Agreements, (V) Scheduling a Hearing to Consider the Proposed Sale, and (VI) Granting Certain Related Relief [Docket No. 195] (the “Bidding Procedures Order”) entered by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on December 17, 2014, and the Order (A) Approving Stalking Horse Bidder and Authorizing Bid Protections in Connection with the Sale of Substantially All of the Debtors’ Assets, (B) Rescheduling the Hearing to Approve Such Sale and (C) Granting Related Relief [Docket No. 355] entered by the Bankruptcy Court on February 5, 2015, the above captioned debtors and debtors in possession (collectively, the “Debtors”) have accepted the bid of Valeant Pharmaceuticals International, Inc. for the purchase of all or substantially all of the Debtors’ assets. The terms of the bid are set forth in the acquisition agreement (the “Acquisition Agreement”), dated as of February 4, 2015 between the Debtors and Valeant Pharmaceuticals International, Inc. (the “Stalking Horse Bidder” or the “Purchaser”), substantially in the form attached hereto as Exhibit A.

 

 

1

The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Dendreon Corporation (3193), Dendreon Holdings, LLC (8047), Dendreon Distribution, LLC (8598) and Dendreon Manufacturing, LLC (7123). The address of the Debtors’ corporate headquarters is 1301 2nd Avenue, Seattle, Washington 98101.

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2.        Pursuant to the Bidding Procedures Order, as the Debtors did not receive any Qualified Bids² by the Bid Deadline other than that submitted by the Stalking Horse Bidder, the Debtors have cancelled the Auction scheduled for February 12, 2015 at 10:00 a.m. (prevailing Eastern Time).

3.        At the Sale Hearing to be held on February 20, 2015 at 10:00 a.m. (prevailing Eastern Time) before the Honorable Laurie Selber Silverstein, in the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 6th Floor, Courtroom 2, Wilmington, Delaware 19801, the Debtors will seek entry of an order (i) approving the sale of all or substantially all of the Debtors’ assets free and clear of all liens, claims, interests and encumbrances; (ii) authorizing the assumption and assignment of certain executory contracts and unexpired leases; and (iii) granting certain related relief.

4.        Objections, if any, to the adequate assurance performance by the Purchaser or changes to the Acquisition Agreement, must: (a) be in writing; (b) comply with the Bankruptcy Rules and Local Bankruptcy Rules; and (c) be filed with the clerk of the Bankruptcy Court for the District of Delaware, Third Floor, 824 North Market Street, Wilmington, Delaware 19801, on or before 10:00 a.m. (prevailing Eastern Time) on February 20, 2015; and be served upon: (1) the Debtors, 200 Crossing Boulevard, Bridgewater, New Jersey 08807, Attention: Robert L. Crotty; (2) counsel for the Debtors, Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY 10036, Attention: Ken Ziman, Esq. (ken.ziman@skadden.com), 155 N. Wacker Drive, Chicago, IL, 60606, Attention: Felicia Perlman, Esq. (felicia.perlman@skadden.com), 500 Boylston Street, Boston, MA 02116, Attention: Graham Robinson, Esq. (graham.robinson@skadden.com) and One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801, Attention: Sarah E. Pierce (sarah.pierce@skadden.com); (3) financial advisor to the Debtors, Lazard Frères & Co. LLC, 30 Rockefeller Plaza, New York, NY 10020, Attention: Sven Pfeiffer (sven.pfeiffer@lazard.com) and Brandon Aebersold (brandon.aebersold@lazard.com); (4) counsel to the Unaffiliated Noteholders, Brown Rudnick LLP, One Financial Center, Boston, Massachusetts 02111, Attention: Steven D. Pohl, Esq. (spohl@brownrudnick.com); (5) counsel to the Deerfield Noteholders, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019, Attention: John C. Longmire, Esq. (jlongmire@willkie.com); (6) counsel to the indenture trustee for the Debtor’s 2.875% Convertible Senior Notes due 2016, Carter Ledyard & Milburn LLP , 2 Wall Street, New York, NY 10005, Attention: Leonardo Trivigno, Esq. (trivigno@clm.com); (7) counsel to the Official Committee of Unsecured Creditors, Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, Attention: Michael H. Torkin, Esq., (torkinm@sullcrom.com) and Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, Attention Pauline K. Morgan, Esq. (pmorgan@ycst.com); (8) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attention: David Buchbinder, Esq. (fax: (302) 573-6497) and (9) counsel to Valeant Pharmaceuticals International, Inc., Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, Attention: Ronit J. Berkovich (ronit.berkovich@weil.com). UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN ACCORDANCE WITH

 

2	Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Bidding Procedures Order or the Bidding Procedures attached thereto as Exhibit 1.

 

2

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THIS NOTICE, IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT AND THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED WITHOUT FURTHER HEARING AND NOTICE.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

 

 

 

 

3

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Pursuant to 11 U.S.C. § 365 there is adequate assurance of the Purchaser’s future performance under the executory contract or unexpired lease to be assumed and assigned because of the demonstrated financial wherewithal of the Purchaser. Moreover, if necessary, the Debtors will adduce facts at the hearing on any objection demonstrating the financial wherewithal of the Purchaser, and their willingness and ability to perform under the contracts to be assumed and assigned by them.

 

Dated:

Wilmington, Delaware

February 10, 2015

 

 

 

4

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EXHIBIT A

Acquisition Agreement