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November 27, 2007 |
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FEDERAL-MOGUL: To Issue US$305,236,000 in Senior Notes Pursuant to the requirements of the Trust Indenture Act of 1939, Federal-Mogul Corp. discloses in a regulatory filing with the U.S. Securities and Exchange Commission that it intends to issue certain Senior Subordinated Third Priority Secured Notes due 2018 on the Effective Date of the Fourth Amended Joint Plan of Reorganization. Federal-Mogul anticipates exiting from bankruptcy in December 2007. Reorganized Federal-Mogul plans to initially issue US$305,236,000 in Notes under the Fourth Amended Plan, Federal- Mogul Corp. Senior Vice President and General Counsel Robert L. Katz relates. The Notes will be issued under an indenture among Reorganized Federal-Mogul, certain guarantors, and U.S. Bank National Association, as trustee, Mr. Katz says. A full-text copy of the form of Indenture is available for free at the Securities and Exchange Commission at: http://ResearchArchives.com/t/s?25ba Among the Indenture Guarantors are these Debtors: * Carter Automotive Company, Inc. * F-M U.K. Holding Limited * Federal-Mogul Dutch Holdings Inc. * Federal-Mogul FAP Inc. * Federal-Mogul FX, Inc. * Federal-Mogul Global B.V. * Federal-Mogul Global Inc. * Federal-Mogul Global Properties, Inc. * Federal-Mogul Growth B.V. * Federal-Mogul Ignition Company * Federal-Mogul Mystic, Inc. * Federal-Mogul Piston Rings, Inc. * Federal-Mogul Powertrain, Inc. * Federal-Mogul Products, Inc. * Federal-Mogul Technical Center, LLC * Federal-Mogul U.K. Holdings Inc. * Federal-Mogul Venture Corporation * Federal-Mogul World Wide, Inc. * Felt Products Mfg. Co. * Ferodo America, Inc. * Ferodo Holdings Inc. * Gasket Holdings Inc. * McCord Sealing, Inc. * T&N Industries Inc. Pursuant to the Plan, holders of Allowed Bank Claims and Allowed Surety Claims will receive the Notes in partial satisfaction of their claims. The Notes will be executed on behalf of Federal-Mogul by two officers or an officer and an assistant secretary. A Note will be valid only if the Trustee manually signs the certificate of authentication on the Note, Mr. Katz clarifies. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note or at any time thereafter, the Note will be valid nevertheless, Mr. Katz says. Federal-Mogul, Mr. Katz adds, will not receive any proceeds from the issuance of the Notes because the Notes will be issued as part of an exchange, as provided in the Plan. The Debtors aver that the issuance of the Notes is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 1145(a)(1) of the Bankruptcy Code. Outstanding Capital Securities As of Oct. 31, 2007, Federal-Mogul's authorized and outstanding capital stock and debt securities are at these amounts: Title of Class Amount Authorized Amount Outstanding -------------- ----------------- ------------------ Common Stock 260,000,000 shares 89,496,493 shares Series C ESOP Convertible Preferred Stock 1,000,000 shares 439,937 shares Notes due 2004 (7.5% issued in 1998) US$250,000,000 US$239,800,000 Notes due 2006 (7.75% issued in 1998) US$400,000,000 US$391,900,000 Notes due 2006 (7.375% issued in 1999) US$400,000,000 US$394,000,000 Notes due 2009 (7.5% issued in 1999) US$600,000,000 US$562,200,000 Notes due 2010 (7.875% issued in 1998) US$350,000,000 US$340,400,000 Medium-Term Notes due between 2002 & 2005 (average rate of 8.8% issued in 1994 & 1995) US$84,000,000 US$84,000,000 Senior Notes due 2007 (8.8% issued in 1997 US$125,000,000 US$103,300,000 7.0% Convertible Junior Subordinated Debentures US$575,000,000 US$74,300,000 According to Mr. Katz, Reorganized Federal-Mogul will have capital stock and debt securities authorized and outstanding at these amounts as of the Effective Date: Title of Class Amount Authorized Amount Outstanding -------------- ----------------- ------------------ Class A Common Stock par value US$0.01 400,000,000 shares 49,900,000 shares Class B Common Stock par value US$0.01 50,100,000 shares 50,100,000 shares Preferred Stock par value US$0.01 90,000,000 shares - Senior Subordinated Third Priority Secured Notes due 2018 US$305,236,000 US$305,236,000 About Federal-Mogul Based in Southfield, Michigan, Federal-Mogul Corporation -- http://www.federal-mogul.com/ -- is an automotive parts company with worldwide revenue of some US$6 billion. Federal-Mogul also has operations in Mexico and the Asia Pacific Region, which includes, Malaysia, Australia, China, India, Japan, Korea, and Thailand. In Europe, the company maintains operations in Belgium, France, Germany, Poland, and the United Kingdom. The Company filed for chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl & Jones, P.C., represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed US$10.15 billion in assets and US$8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the Official Committee of Unsecured Creditors. On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan. They submitted a Disclosure Statement explaining that plan on April 21, 2003. They submitted several amendments and on June 6, 2004, the Bankruptcy Court approved the Third Amended Disclosure Statement for their Third Amended Plan. On July 28, 2004, the District Court approved the Disclosure Statement. The estimation hearing began on June 14, 2005. The Debtors submitted a Fourth Amended Plan and Disclosure Statement on Nov. 21, 2006, and the Bankruptcy Court approved that Disclosure Statement on Feb. 6, 2007. The Bankruptcy Court confirmed the Fourth Amended Plan on Nov. 8, 2007. On Nov. 13, 2007, the Bankruptcy Court's confirmation of the Fourth Amended Plan was affirmed by the District Court. (Federal-Mogul Bankruptcy News, Issue No. 154; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/ or 215/945-7000). |
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