Bankruptcy News

ActiveCare – Files Combined Plan and Disclosure Statement, Absent Any Proceeds from Litigation, Unsecured Creditors to Lose Everything ($32mn)

January 9, 2019 – ActiveCare filed a combined Chapter 11 Plan and Disclosure Statement [Docket No. 261] and requested interim Court approval of the adequacy of the combined document [Docket No. 262].
 
The combined document states, “The Combined Plan and Disclosure Statement is a liquidating chapter 11 plan. The Combined Plan and Disclosure Statement provides that upon the Effective Date: (i) Creditor Trust Assets will be transferred to the Creditor Trust; (ii) any remaining Acquired Assets will be transferred from the Debtors to Telcare Medical Supply, LLC (the “Purchaser”); and (iii) after completing all of their ordinary course business operations and fiduciary obligations, the Debtors will be dissolved. Thereafter, the Creditor Trust Assets will be administered and distributed as soon as practicable pursuant to the terms of the Combined Plan and Disclosure Statement.”
 
As previously reported [Docket No.187], on October 2, 2018 the Court hearing the ActiveCare case approved the (i) asset purchase agreement (the “APA”) between the Debtors and stalking horse bidder Telcare LLC (“Telcare” or "Purchaser"), a subsidiary of Biotelemetry, Inc. and (ii) the sale to Telcare of substantially all of the Debtors' assets for a purchase price to include (i) a cash element of $3.75 million, (ii) a $2.0 million earnout (to be included should certain revenue targets be met) and (iii) the cancellation/forgiveness of debt owed by the Company to Telcare.
 
The following is a summary of classes, claims, voting rights and expected recoveries:
 
  • Class 1 (“DIP Facility Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The estimated aggregate amount of claims is $345,483 and the estimated recovery is 100%.
  • Class 2 (“First Lien Claims”) is impaired and entitled to vote on the Plan. The estimated aggregate amount of claims is $2,329,921 and the estimated recovery is TBD.
  • Class 3 (“Other Secured Claims”) is unimpaired and not entitled to vote on the Plan. The estimated recovery is 100%.
  • Class 4 (“Priority Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. The estimated recovery is 100%.
  • Class 5 (“General Unsecured Claims”) is impaired and entitled to vote on the Plan. The estimated aggregate amount of claims is $32,139,421.80 and the estimated recovery is 0%. A footnote as to this class reads, “The Trust Funding will not be sufficient to make a Distribution to unsecured creditors. Any Distribution to Holders of General Unsecured Claims will be contingent upon the successful prosecution of the Estate Causes of Action. As a result, the Debtors are unable to estimate the percentage recovery (if any) to Holders of General Unsecured Claims“
  • Class 6 (“Equity Interests”) is impaired and deemed to reject. The estimated aggregate amount of claims is N/A and the estimated recovery is N/A.
 
The following exhibits was listed (but not yet filed):
 
  • Exhibit A: Liquidation Analysis
 
Key events:
 
  • Objection Deadline: March 4, 2019
  • Voting Deadline: March 11, 2019
  • Hearing to consider adequacy of Disclosure Statement and confirm Plan: March 20, 2019

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