IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
| In re: | ) | Chapter 11 |
| ) | ||
| SEA CONTAINERS LTD., et al ., 1 | ) | Case No. 06-11156 (KJC) |
| ) | (Jointly Administered) | |
| ) | ||
| Debtors. | ) | |
| ) |
NOTICE OF (A) APPROVAL OF ADEQUACY OF DISCLOSURE STATEMENT, (B) OBJECTION AND VOTING DEADLINES, (C) SOLICITATION AND VOTING PROCEDURES, (D) HEARING TO CONFIRM THE PLAN OF REORGANIZATION, AND (E) CERTAIN OTHER INFORMATION
DISCLOSURE STATEMENT and SOLICITATION PROCEDURES APPROVED . On September 22, 2008, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), entered that certain Order Approving Adequacy of Disclosure Statement, Solicitation Materials, and Relief Related Thereto (the “Solicitation Procedures Order”). In the Solicitation Procedures Order, among other things, the Bankruptcy Court approved the Debtors’ Disclosure Statement For Debtors’ Second Amended Joint Plan Pursuant to Chapter 11 of the United States Bankruptcy Code (as amended from time to time and including all exhibits and supplements, the “Disclosure Statement”) for Debtors’ Second Amended Joint Plan Pursuant to Chapter 11 of the United States Bankruptcy Code (as amended from time to time and including all exhibits and supplements, the “Plan”), as containing adequate information, as required under section 1125(a) of title 11 of the United States Code (the “Bankruptcy Code”), and authorized the Debtors to solicit acceptances of the Plan. 2
COPIES OF SOLICITATION PACKAGE MATERIALS, INCLUDING DISCLOSURE STATEMENT AND PLAN . The Plan, Disclosure Statement, Solicitation Procedures Order, and certain other materials (the “Solicitation Package”) are being served to creditors and holders of interests as of the Voting Record Date and other parties in interest in CD-Rom format. Paper copies may be obtained by accessing the Debtors’ website at http://www.bmcgroup.com/scl or by requesting a copy from the Claims and Solicitation Agent by: (a) writing to (i) in the U.S., BMC Group, Inc., Attn: Sea Containers Ltd. Claims and Solicitation Agent, P.O. Box 949, El Segundo, California 90245-0949 or (ii) internationally, BMC Group, Inc., Attn: Sea Containers Ltd. Claims and Solicitation Agent, 31 Southampton Row, 4th Floor, Holborn, London WC1 B5HJ, England, United Kingdom; or (b) by calling (i) in the U.S., (888) 909-0100, or (ii) in Europe, 00-800-3325-7666 or (iii) outside the U.S. and Europe, (702) 425-2280.
HEARING TO CONFIRM THE PLAN . A hearing to confirm the Plan (the “Confirmation Hearing”) will commence on November 24, 2008, at 10:00 a.m. prevailing Eastern time, before the Honorable Kevin J. Carey, United States Bankruptcy Judge, located at 824 Market Street, Wilmington, Delaware 19801. The Confirmation Hearing may be continued from time to time by announcing such continuance in open court or otherwise, without further notice to parties in interest. The Bankruptcy Court, in its discretion and prior to the Confirmation Hearing, may put in place additional procedures governing the Confirmation Hearing.
PLAN OBJECTION DEADLINE . The Bankruptcy Court has established November 10, 2008, at 4:00 p.m. prevailing Eastern time, as the last date and time for filing and serving objections to the confirmation of the Plan (the “Plan Objection Deadline”). Objections to the confirmation of the Plan, if any, must (a) be in writing; (b) state with particularity the grounds for such objection; (c) state the name and address of the objecting party and the notice of the claim or interest of such party; and (d) be filed with the Bankruptcy Court and served on the following parties (collectively, the “Notice Parties”):
| Debtors | Counsel to the Debtors and Debtors in Possession | |
Laura Barlow Sea Containers Ltd 20 Upper Ground London, UK SE1 9PF | Robert S. Brady, Esq. Edmon L. Morton, Esq Young Conaway Stargatt & Taylor, LLP The Brandywine Building 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19801 | David L. Eaton, Esq. David A. Agay, Esq. Kirkland & Ellis LLP 200 East Randolph Drive Chicago, IL 60601 |
| United States Trustee | Counsel to the SCL Committee | |
David L. Buchbinder, Esq. Office of the United States Trustee 844 N. King Street, | Barry G. Russell, Esq. Ronald J. Silverman, Esq. Bingham McCutchen LLP 399 Park Avenue New York, NY 10022-4689 | |
| Room 2207 | ||
Lock Box 35 Wilmington, DE 19801 | William H. Sudell, Jr., Esq. Derek Abbott, Esq. Morris Nichols Arsht & Tunnell 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899-1347 | |
| Debtors’ Claims and Solicitation Agent | Counsel to the SCSL Committee | |
BMC Group Attn: Sea Containers Agent P.O. Box 949 El Segundo, CA 90245 | David B. Stratton, Esq. Pepper Hamilton LLP 1313 Market Street Hercules Plaza, Suite 5100 P.O. Box 1709 Wilmington, DE 19899-1709 | Marc Abrams, Esq. Michael J. Kelly, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 |
so that they are actually received no later than the Plan Objection Deadline. Objections not timely filed and served shall be overruled and not considered.
VOTING RECORD DATE. August 15, 2008 is the record date (the “Voting Record Date”) for purposes of determining which parties are entitled to vote on the Plan.
VOTING DEADLINE. November 10, 2008, at 4:00 p.m., prevailing Pacific time is the voting deadline (“Voting Deadline”). All Ballots must be received by the Claims and Solicitation Agent by the Voting Deadline. Voting Instructions will be sent with the Ballots.
TEMPORARY ALLOWANCE OF CLAIMS FOR VOTING PURPOSES . Holders of Claims that are subject to a pending objection by the Debtors as of the Voting Record Date cannot vote on the Plan absent one of the following resolution events taking place prior to the Voting Deadline: (a) an order is entered by the Bankruptcy Court temporarily allowing such disputed Claim for voting purposes pursuant to Bankruptcy Rule 3018(a), after notice and a hearing; (b) a stipulation or other agreement is executed between the holder of the Disputed Claim and the Debtors temporarily allowing the holder of the Disputed Claim to vote its claim in an agreed upon amount; or (c) the pending objection to the Disputed Claim is voluntarily withdrawn by the Debtors (each, a “Resolution Event”). If an objection to a Claim is filed by the Debtors after the Voting Record Date, any vote by the holder of such Disputed Claim will not be counted unless there is a Resolution Event prior to the Confirmation Hearing.
EXECUTORY CONTRACTS/UNEXPIRED LEASES AND RETAINED CAUSES OF ACTION. Please consult the lists identifying those parties to executory contracts/unexpired leases and retained causes of action which will be attached as exhibits to the Plan Supplement. The Plan Supplement will be filed no later than fifteen days prior to the Voting Deadline and will be available on the Debtors’ website or by contacting the Claims and Solicitation Agent pursuant to the information above. 3
RELEASE, EXCULPATION, AND INJUNCTION LANGUAGE IN THE PLAN. PLEASE BE ADVISED THAT THE PLAN CONTAINS CERTAIN RELEASE, EXCULPATION AND INJUNCTION PROVISIONS. YOU ARE ADVISED TO CAREFULLY REVIEW AND CONSIDER THE PLAN, INCLUDING THE RELEASE, EXCULPATION AND INJUNCTION PROVISIONS, AS YOUR RIGHTS MIGHT BE AFFECTED.
| Dated: October 10, 2008 | Respectfully submitted, |
| Wilmington, Delaware | /s/ David A. Agay |
Robert S. Brady (No. 2847) Edmon L. Morton (No. 3856) Sean T. Greecher (No. 4484) Young Conaway Stargatt & Taylor, LLP The Brandywine Building 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 | |
| —and— | |
David L. Eaton ( pro hac vice ) David A. Agay ( pro hac vice ) Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200 | |
| Counsel for the Debtors and Debtors in Possession |
1 The Debtors in these chapter 11 cases are Sea Containers Caribbean Inc., Sea Containers Ltd. (“SCL”), and Sea Containers Services Ltd. (“SCSL”).
2 All capitalized terms used, but not defined herein, shall have the meanings attributed to such terms in the Plan or the Disclosure Statement, as applicable.
3 After the filing of the Plan Supplement, the Debtor will send a separate notice advising counterparties to executory contracts and unexpired leases listed in the Plan Supplement that their contract or lease is being assumed under the Plan.