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January 3, 2008 |
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POPE & TALBOT: Hires Rothschild as Financial Advisor The Hon. Christopher S. Sontchi of the Unites States Bankruptcy Court for the District of Delaware has approved Pope & Talbot and its debtor-affilates' employment of Rothschild Inc. as their financial advisor and investment banker effective as of Nov. 19, 2007. The Court held that the U.S. Trustee will retain all rights to object to the Initial Sale Fee, the Completion Fee and any Financing Fee based on the reasonablenesss standard under Section 330 of the Bankruptcy Code. The Debtors will indemnify and hold Rothschild, its officers, employees and agents, harmless except in circumstances of Rothschild's gross negligence or willful misconduct. If, before the earlier of (i) the Court's confirmation of a plan of reorganization, or (ii) the Court's closing of the Debtors' Chapter 11 proceedings, Rothschild believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, contribution or reimbursement obligations under the terms of the Rothschild engagement letter, the Debtors will not pay any amounts to Rothschild unless approved by the Court. According to Judge Sontchi, Rothschild will not be entitled to receive a Financing Fee with respect to: -- any financing raised and provided without Rothschild's assistance; or -- any debt or equity provided by the Debtors' general unsecured creditors pursuant to an offering available to all or substantially all of the Debtors' impaired general unsecured creditors under a plan of reorganization. As reported in the Troubled Company Reporter on Dec. 3, 2007, the Debtors selected Rothschild because of its expertise in investment banking services, including domestic and cross-border restructuring, and because of the firm's extensive experience working with companies from various industries in complex financial restructuring, both out of court and in Chapter 11 cases, and familiarity with the Debtors' business, capital structure, financial affairs, and related matters. As their financial advisors, the Debtors expect Rothschild to: (a) undertake, in consultation with members of management, a comprehensive study and analysis of the Debtors' business, operations, liquidity, financial condition and prospects; (b) analyze industry trends and the Debtors' strategic position with each of its operating segments; (c) assist management in the preparation and review of the Debtors' financial or business plans, and analyze their strategic alternatives; (d) analyze liquidity and debt capacity under various strategic scenarios; (e) analyze and provide a recommendation to management with respect to incremental liquidity requirements under various strategic scenarios including the sale of certain assets; (f) assist in the development and execution of a strategy to improve the Debtors' short-term liquidity; (g) review comparable company and transaction information with respect to valuation, capital structure, operating efficiency and competitive strategies; (h) assist in valuing the Debtors and, as appropriate, valuing the Debtors' assets or operations, provided that any real estate or fixed asset appraisals will be undertaken by outside appraisers, separately retained and compensated by the Debtors; (i) advise the Debtors as to the availability of new debt or equity financing, mergers or acquisitions, and the sale or disposition of the Debtors' assets or businesses; (j) attend and present material at Board of Directors' meetings as requested by the Debtors; (k) attend meetings and interact with creditors as requested; (l) assist the Debtors and their other professionals in preparing for any potential litigation or depositions that may arise in connection with the services and provide relevant deposition or expert testimony with respect to the matters; (m) if the Debtors determine to commence Chapter 11 cases in order to pursue a transaction, and if requested by the Debtors, participate in hearings before the Court in which the cases are commenced, and provide testimony on matters and issues arising in connection with any proposed Plan; and (n) render other financial advisory and investment banking services as may be agreed upon by the Debtors and Rothschild. Stephen S. Ledoux, a professional at Rothschild, assured the Court that it is a "disinterested person," as defined in Section 101(14) of the Bankruptcy Code. About Pope & Talbot Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:PTBT.PK) -- http://www.poptal.com/ -- is a pulp and wood products business. Pope & Talbot was founded in 1849 and produces market pulp and softwood lumber at mills in the US and Canada. Markets for the company's products include the US, Europe, Canada, South America and the Pacific Rim. The company and its U.S. and Canadian subsidiaries applied for protection under the Companies' Creditors Arrangement Act of Canada on Oct. 28, 2007. The Debtors' CCAA Stay expires on Jan. 16, 2008. The company and fourteen of its debtor-affiliates filed for Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case No. 07-11738). Shearman & Sterling LLP is the Debtor's bankruptcy counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl & Jones L.L.P. represents the Debtors as bankruptcy co-counsel. When the Debtors filed for bankruptcy, they listed total assets of US$681,960,000 and total debts of US$601,090,000. The Debtors' exclusive period to file a plan expires on March 18, 2008. Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21, 2007, filed an application for relief under Belgian bankruptcy laws in the commercial court in Brussels. If the Belgian court grants Pope & Talbot Europe's application, it is expected it will be liquidated through the bankruptcy proceeding. (Pope & Talbot Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/ or 215/945-7000). |
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