- Current report filing (8-K)
June 22 2010 - 4:26PM
Edgar (US Regulatory)
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):
June 21, 2010
SMURFIT-STONE CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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0-23876
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43-1531401
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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Identification No.)
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222 North
LaSalle Street
Chicago, Illinois 60601
(Address of principal executive offices) (Zip Code)
(312) 346-6600
(Registrants telephone number, including area code)
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:
o
Written communications pursuant to Rule 425
under the Securities Act.
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act.
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act.
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act.
Item 1.03.
Bankruptcy or Receivership.
As previously disclosed, on January 26, 2009,
Smurfit-Stone Container Corporation (the Company) and its U.S. and Canadian
subsidiaries (collectively, the Debtors) filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court in Wilmington, Delaware (the Court). On the same day, the Companys Canadian
subsidiaries also filed to reorganize under the Companies Creditors
Arrangement Act in the Ontario Superior Court of Justice in Canada. The Debtors are operating their businesses as
debtors-in-possession under the jurisdiction of the Court and in accordance
with the applicable provisions of the Bankruptcy Code and orders of the Court.
On
December 1, 2009, the Debtors filed their Joint Plan of Reorganization for
Smurfit-Stone Container Corporation and its Debtor Subsidiaries and Plan of
Compromise and Arrangement for Smurfit-Stone Container Canada Inc. and
Affiliated Canadian Debtors (as the same has been or may be further modified or
amended, the Plan) and Disclosure Statement (as the same has been or may be
further modified or amended, the Disclosure Statement) with the Court. On December 22, 2009, January 27,
2010, and February 4, 2010, the Debtors filed amendments to the Plan and
the Disclosure Statement. On March 19,
2010, the Debtors filed a supplement to the Plan, and on May 27, 2010, the
Debtors filed the final Plan reflecting the resolution of certain objections by
equity security holders and other non-material modifications.
On
January 29, 2010, the Court approved the Disclosure Statement as containing
adequate information for the holders of impaired claims and equity interests,
who are entitled to vote to accept or reject the Plan.
The
confirmation hearing on the Plan began on April 15, 2010, and concluded on
May 4, 2010. Subsequently, on May 24,
2010, the Company announced it reached a resolution with representatives of
holders of its common and preferred stock who were prosecuting objections to
the Plan. On June 21, 2010, the Court entered the Findings of Fact,
Conclusions of Law and Order Confirming the Joint Plan for Smurfit-Stone
Container Corporation and its Debtor Subsidiaries and Plan of Compromise and
Arrangement for Smurfit-Stone Container Canada Inc. and Affiliated Canadian
Debtors (the Confirmation Order), which approved and confirmed the Plan. The Confirmation Order is attached as Exhibit 99.1
and incorporated herein by reference. The Debtors anticipate that they will likely
emerge from Chapter 11 protection and begin making distributions on June 30,
2010 (the actual date of emergence being referred to as the Effective Date).
The Debtors can make no assurance as to when, or ultimately if, the Plan will
become effective. It is also possible that additional technical amendments
could be made to the Plan prior to effectiveness.
Key
elements of the Plan are as follows:
·
the Company and its primary U.S. subsidiary,
Smurfit-Stone Container Enterprises, Inc. (SSCE), will merge, with SSCE
being the survivor and renaming itself Smurfit-Stone Container Corporation, and
become the reorganized company (Reorganized Smurfit-Stone). Reorganized Smurfit-Stone will be governed by
a board of directors that will include Patrick J. Moore, the Companys Chief
Executive Officer, Steven J.
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Klinger, the Companys President and Chief Operating Officer, and nine
independent directors, including a non-executive chairman, selected by the
Creditors Committee in consultation with the Debtors;
·
on the Effective Date, Reorganized
Smurfit-Stone will file the Amended and Restated Certificate of Incorporation
of the Company, which will authorize Reorganized Smurfit-Stone to issue
160,000,000 shares, consisting of 150,000,000 shares of common stock, par value
$.001 per share (the Common Stock) and 10,000,000 shares of preferred stock,
par value $.001 per share (the Preferred Stock). Reorganized Smurfit-Stone will issue
100,000,000 shares of Common Stock for distribution to creditors and interest
holders pursuant to the Plan, plus up to eight percent (8%) on a fully diluted
basis of the Common Stock that is issued or reserved for issuance pursuant to
the Plan (i.e. 8,695,652 shares) to be reserved for issuance pursuant to the
Equity Incentive Plan Documents approved by the Court upon confirmation of the
Plan and, as applicable, the other Management Incentive Plans. None of the Preferred Stock will be issued or
outstanding as of the Effective Date;
·
all of the existing secured debt of the
Debtors will be fully repaid with cash;
·
substantially all of the general unsecured
claims against SSCE and the Company, including all of the outstanding unsecured
senior notes, will be exchanged for Common Stock;
·
holders of unsecured claims against SSCE of less
than or equal to $10,000 entitled to receive payment of 100% of such claims in
cash, and eligible cash-out participants who so indicated on their ballot
receiving the percentage amount of their allowed claim that they elected to
receive in cash in lieu of Common Stock;
·
holders of the Companys 7% Series A
Cumulative Exchangeable Redeemable Convertible preferred stock will receive a
pro rata distribution of 2,250,000 shares of Common Stock (subject to certain
adjustments);
·
holders of the Companys common stock will receive
a pro rata distribution of 2,250,000 shares of Common Stock (subject to certain
adjustments);
·
the classification and treatment of all
Allowed Claims against and Interests in each of the Debtors is more fully
described in Article III of the Plan;
·
pursuant to the Plan, as of the Effective
Date, Reorganized Smurfit-Stone will adopt the Equity Incentive Plan, Form of
Stock Option Agreement and Form of Restricted Stock Unit Award Agreement
(collectively, the Equity Incentive Plan Documents), pursuant to which (among
other things) (i) eight percent (8%) of the fully diluted new Common Stock
shall be reserved for issuance and any of the eligible persons shall be
entitled to receive the benefits provided under the Equity Incentive Plan
Documents on the terms and conditions provided therein, and (ii) on or
after the Effective Date, certain equity compensation awards shall be granted
to certain key executives and
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managers of Reorganized Smurfit-Stone in accordance with the terms of
the Equity Incentive Plan Documents;
·
the assets of the Canadian Debtors other than
Stone Container Finance Company of Canada II will be sold to a newly-formed
Canadian subsidiary of Reorganized Smurfit-Stone free and clear of existing
claims, liens and interests in exchange for
(i) the repayment in cash of the secured debt obligations of the
Canadian Debtors, (ii) cash to the Canadian Debtors unsecured creditors
if they voted to accept the Plan and (iii) the assumption of certain
liabilities and obligations of the Canadian Debtors;
·
the Canadian Asset Sale is more fully
described in Article V of the Plan; and
·
Reorganized Smurfit-Stone and its
newly-formed Canadian subsidiary assumed all of the existing obligations under
the qualified defined benefit pension plans in the United States and Canada
sponsored by the Debtors, as well as all of the collective bargaining
agreements in the United States and Canada between the Debtors and their labor
unions.
The
Plan will become effective when certain conditions are satisfied or waived, including:
(i) all actions, documents and agreements necessary to implement the Plan
having been effected or executed, (ii) the Debtors having access to
funding under the exit credit facility and (iii) specified claims of the
Debtors secured lenders having been paid in full pursuant to the Plan.
Capitalized terms used in the foregoing description
and not otherwise defined herein have the respective meanings ascribed thereto
in the Plan or Disclosure Statement. The
foregoing summary of the material terms of the Plan does not purport to be
complete and is qualified by reference to the full text of the Plan
as confirmed by
the Court, a copy of which is attached
hereto as Exhibit 2.1 and incorporated herein by reference.
Information as to the Companys assets and
liabilities as of the most recent practicable date is contained in the Monthly
Operating Report for the period April 1, 2010 through April 30, 2010,
filed with the Bankruptcy Court on June 1, 2010. The Monthly Operating
Report is filed as Exhibit 99.2 to this Current Report on Form 8-K
and is incorporated herein by reference.
Cautionary Statement Regarding the Monthly
Operating Report.
The Monthly Operating Report contains financial
statements and other financial information that have not been audited or
reviewed by the Companys independent registered public accounting firm and may
be subject to future reconciliation or adjustments. The Monthly Operating
Report is in a format prescribed by applicable bankruptcy laws and should not
be used for investment purposes. The Monthly Operating Report contains
information for periods different from those required in the Companys reports
pursuant to the Securities Exchange Act of 1934 (the Exchange Act) and that
information may not be indicative of the Companys financial condition or
operating results for the period that would be reflected in the Companys
financial statements or its reports pursuant to the Exchange Act. Results set
forth in the Monthly Operating Report should not be viewed as indicative of future
results.
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Item 8.01.
Other Events.
On June 21, 2010, the Company issued a press
release announcing the Courts confirmation of the Plan. A copy of the press release is attached
hereto as Exhibit 99.3 and incorporated herein by reference.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
Exhibit No.
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Description
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2.1
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Joint
Plan of Reorganization for Smurfit-Stone Container Corporation and its Debtor
Subsidiaries and Plan of Compromise and Arrangement for Smurfit-Stone
Container Canada Inc. and Affiliated Canadian Debtors, as confirmed by the
Bankruptcy Court on June 21, 2010.
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99.1
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Order
Confirming Joint Plan of Reorganization for Smurfit-Stone Container
Corporation and its Debtor Subsidiaries and Plan of Compromise and
Arrangement for Smurfit-Stone Container Canada Inc. and Affiliated Canadian
Debtors, as entered by the Bankruptcy Court on June 21, 2010.
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99.2
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Smurfit-Stone
Container Corporation Monthly Operating Report for the Month ended April 30, 2010.
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99.3
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Press
Release dated June 21,
2010.
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Forward-looking
statements
This
Current Report on Form 8-K (including the exhibits) may contain
forward-looking statements within the meaning of the federal securities laws,
including statements regarding the intent, belief or current expectations of
the Company and its management which are made with words such as will, expect,
believe, and similar words. These forward-looking statements involve a number
of risks, uncertainties and other factors, which may cause the actual results
to be materially different from those expressed or implied in the
forward-looking statements. Important factors that could cause the actual
results of operations or financial condition of the Company to differ from
expectations include: (i) the Companys ability to continue as a going
concern; (ii) the ability of the Company to operate pursuant to the terms
of the Companys exit credit facilities; (iii) the Companys ability to
successfully implement the Plan; (iv) the ability of the Company to obtain
and maintain normal terms with vendors and service providers; (v) the
Companys ability to maintain contracts that are critical to its operations; (vi) the
ability of the Company to fund and execute its business plan; vii) the ability
of the Company to attract, motivate and/or retain key executives and employees;
and (viii) other risks and factors regarding the Company described in the
Companys Annual Report on Form 10-K for the year ended December 31,
2009, as updated from time to time in the Companys SEC filings, and in the
Disclosure Statement. The
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Company
does not intend to review, revise, or update any particular forward-looking
statements in light of future events.
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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.
Dated:
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June 22
, 2010
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SMURFIT-STONE
CONTAINER CORPORATION
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By:
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/s/
Craig A. Hunt
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Name:
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Craig
A. Hunt
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Title:
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Senior
Vice President, Secretary and General Counsel
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