The U.S. Bankruptcy Court for the Southern District of New York is due for a Jan. 24 hearing on Jan. 6 motion from SunEdison for extra time to file a Chapter 11 reorganization plan without the threat of a competing plan being filed.
This renewable energy developer and various subsidiaries filed for Chapter 11 protection last April.
SunEdison Inc. (SUNE) and certain of its affiliates want 30-day extensions the exclusive periods during which only they may file a Chapter 11 plan of reorganization and solicit acceptances thereof. They want to extend the exclusive period to file a plan to Feb. 27, and extend the exclusive period to solicit acceptances of that plan to April 28.
SunEdison noted that during this bankruptcy case, it has executed numerous definitive asset purchase agreements expected to generate approximately $770 million in gross sale process for the estates and their non-debtor affiliates. In conjunction with these sales efforts, the debtors have taken measures to streamline their operations and reduce their costs by, among other things, selling and winding down certain platforms and projects, and implementing a comprehensive cost reduction program with respect to remaining operations.
The filing noted” “As this Court is aware, the Debtors also have been acutely focused on attaining the highest value for their most valuable assets – their respective interests in Terra Form Power, Inc. (“TERP”) and Terra Form Global, Inc., (“GLBL”, and collectively with TERP, the “Yieldcos”) through the joint Yieldco strategic review process. Pursuant to this process, the Debtors and the Yieldcos are currently evaluating various bids that have been received for GLBL, while final bids for TERP are due in the next several days.
“Concurrently with the joint Yieldco strategic review process, the Debtors have engaged the Yieldcos in arm’s-length discussions regarding the parties’ respective claims against each other. The Debtors have been keeping all constituents, e.g. the Debtors, the Committee, the secured lenders and the Yieldcos fully informed of the ongoing effort to foster consensual resolution to the benefit of the estate. And yesterday, the Debtors, the Yieldcos, and the advisors to the secured lenders and the Committee (as well as certain of their principals) met to discuss settlement proposals.
“Thus, the Debtors continue to drive toward filing a chapter 11 plan before the Exclusive Filing Period deadline of January 26, 2017, and are committed to using their best efforts to do so. However, the Debtors seek to extend the Exclusive Periods by 30 days out of an abundance of caution in the event that, as the Exclusive Filing Period deadline approaches, the then existing facts warrant holding off on filing a plan for an additional short period.
“Given the open contingencies regarding the Yieldco process – e.g., whether to pursue whole company sales or sponsor transactions for TERP and GLBL respectively, and discussions around a potential Yieldco settlement (both with the Yieldcos and among the secured lenders and the Committee) and potential litigation regarding the same – inter-creditor issues in the pending lien challenge litigation initiated by the Committee against the prepetition secured lenders, and the soon to begin mediation regarding D&O matters, the Debtors may either decide to file a plan that toggles to alterative outcomes based on resolution of these contingencies or to wait until certain of these matters become more clear. The Debtors thus request this brief extension of the Exclusive Periods to allow them the optionality to decide the best course closer to the Exclusive Filing Period deadline. Moreover, if the Debtors do indeed file a plan by January 26, they request entry of an order prohibiting other parties from filing their own competing plans while the Debtors seek to prosecute their own plan.”