Intrum chapter 11 bankruptcy ruling, read by the bankruptcy judge on the record 12-31-2024, appealed by creditors via notice of appeal filed 1-13-2025
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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
In re:
INTRUM AB, et al.,1
Debtors.
Chapter 11
Case No. 24-90575 (CML)
(Jointly Administered)
NOTICE OF APPEAL
Pursuant to 28 U.S.C. § 158(a) and Federal Rules of Bankruptcy Procedure 8002 and 8003,
notice is hereby given that the Ad Hoc Committee of holders of 2025 notes issued by Intrum AB
(the “AHC”) hereby appeals to the United States District Court for the Southern District of Texas
from (i) the Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due
2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule of
Bankruptcy Procedure 1017(f)(1) (ECF No. 262) (the “Motion to Dismiss Order”) and (ii) the
Order (I) Approving Disclosure Statement and (II) Confirming Joint Prepackaged Chapter 11
Plan of Intrum AB and Its Affiliated Debtor (Further Technical Modifications) (ECF No. 263) (the
“Confirmation Order”). A copy of the Motion to Dismiss Order is attached as Exhibit A and a
copy of the Confirmation Order is attached as Exhibit B. Additionally, the transcript of the
Bankruptcy Court’s oral ruling accompanying the Motion to Dismiss Order and Confirmation
Order (ECF No. 275) is attached as Exhibit C.
Below are the names of all parties to this appeal and their respective counsel:
1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’
service address in these Chapter 11 Cases is 801 Travis Street, Ste 2101, #1312, Houston, TX 77002.
Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 1 of 6
2
I. APPELLANT
A. Name of Appellant:
The members of the AHC include:
Boundary Creek Master Fund LP; CF INT Holdings Designated Activity Company; Caius
Capital Master Fund; Diameter Master Fund LP; Diameter Dislocation Master Fund II LP; Fir
Tree Credit Opportunity Master Fund, LP; MAP 204 Segregated Portfolio, a segregated portfolio
of LMA SPC; Star V Partners LLC; and TQ Master Fund LP.
Attorneys for the AHC:
QUINN EMANUEL URQUHART & SULLIVAN, LLP
Christopher D. Porter (SBN 24070437)
Joanna D. Caytas (SBN 24127230)
Melanie A. Guzman (SBN 24117175)
Cameron M. Kelly (SBN 24120936)
700 Louisiana Street, Suite 3900
Houston, TX 77002
Telephone: (713) 221-7000
Facsimile: (713) 221-7100
Email: [email protected]
-and-
Benjamin I. Finestone (admitted pro hac vice)
Sascha N. Rand (admitted pro hac vice)
Katherine A. Scherling (admitted pro hac vice)
295 5th Avenue
New York, New York 10016
Telephone: (212) 849-7000
Facsimile: (212) 849-7100
Email: [email protected]
B. Positions of appellant in the adversary proceeding or bankruptcy case that is
the subject of this appeal:
Creditors
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II. THE SUBJECT OF THIS APPEAL
A. Judgment, order, or decree appealed from:
The Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due
2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule of
Bankruptcy Procedure 1017(f)(1) (ECF No. 262); the Order (I) Approving Disclosure Statement
and (II) Confirming Joint Prepackaged Chapter 11 Plan of Intrum AB and Its Affiliated Debtor
(Further Technical Modifications) (ECF No. 263); and the December 31, 2024 Transcript of Oral
Ruling Before the Honorable Christopher M. Lopez United States Bankruptcy Court Judge (ECF
No. 275).
B. The date on which the judgment, order, or decree was entered:
The Motion to Dismiss Order and the Confirmation Order were entered on December 31,
2024. The Court issued its oral ruling accompanying the Motion to Dismiss Order and the
Confirmation Order on December 31, 2024.
III. OTHER PARTIES TO THIS APPEAL
Intrum AB and Intrum AB of Texas LLC
MILBANK LLP
Dennis F. Dunne (admitted pro hac vice)
Jaimie Fedell (admitted pro hac vice)
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
Email: [email protected]
–and–
Andrew M. Leblanc (admitted pro hac vice)
Melanie Westover Yanez (admitted pro hac vice)
1850 K Street, NW, Suite 1100
Washington, DC 20006
Telephone: (202) 835-7500
Facsimile: (202) 263-7586
Email: [email protected]
–and–
PORTER HEDGES LLP
John F. Higgins (SBN 09597500)
Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 3 of 6
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Eric D. Wade (SBN 00794802)
M. Shane Johnson (SBN 24083263)
1000 Main Street, 36th Floor
Houston TX 77002
Telephone: (713) 226-6000
Facsimile: (713) 226-6248
Email: [email protected]
IV. OTHER PARTIES THAT MAY HAVE AN INTEREST IN THIS APPEAL
The following chart lists certain parties that are not parties to this appeal, but that may have
an interest in the outcome of the case. These parties should be served with notice of this appeal
by the Debtors who are aware of their identities and best positioned to provide notice.
All Other Creditors of the Debtors, Including, But Not Limited To:
• Certain funds and accounts managed by BlackRock Investment Management (UK)
Limited or its affiliates;
• Capital Four;
• Davidson Kempner European Partners, LLP;
• Intermediate Capital Managers Limited;
• Mandatum Asset Management Ltd;
• H.I.G. Capital, LLC;
• Spiltan Hograntefond; Spiltan Rantefond Sverige; and Spiltan Aktiefond Stabil;
• The RCF SteerCo Group;
• Swedbank AB (publ).
Any Holder of Stock of the Debtors
• Any holder of stock of the Debtors, including their successors and assigns.
Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 4 of 6
5
Respectfully submitted this 13th day of January, 2025.
QUINN EMANUEL URQUHART &
SULLIVAN, LLP
/s/ Christopher D. Porter
Christopher D. Porter (SBN 24070437)
Joanna D. Caytas (SBN 24127230)
Melanie A. Guzman (SBN 24117175)
Cameron M. Kelly (SBN 24120936)
700 Louisiana Street, Suite 3900
Houston, TX 77002
Telephone: (713) 221-7000
Facsimile: (713) 221-7100
Email: [email protected]
-and-
Benjamin I. Finestone (admitted pro hac vice)
Sascha N. Rand (admitted pro hac vice)
Katherine A. Scherling (admitted pro hac vice)
295 5th Avenue
New York, New York 10016
Telephone: (212) 849-7000
Facsimile: (212) 849-7100
Email: [email protected]
COUNSEL FOR THE AD HOC COMMITTEE OF
INTRUM AB 2025 NOTEHOLDERS
Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 5 of 6
CERTIFICATE OF SERVICE
I, Christopher D. Porter, hereby certify that on the 13th day of January, 2025, a copy of
the foregoing document has been served via the Electronic Case Filing System for the United
States Bankruptcy Court for the Southern District of Texas.
/s/ Christopher D. Porter
By: Christopher D. Porter
Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 6 of 6
EXHIBIT A
Case 24-90575 Document 296-1 Filed in TXSB on 01/13/25 Page 1 of 3
1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
)
Intrum AB, et al.,1 ) Case No. 24-90575 (CML)
))
Jointly Administered
Debtors. )
)
ORDER DENYING MOTION OF THE AD HOC
COMMITTEE OF HOLDERS OF INTRUM AB NOTES DUE 2025
TO DISMISS CHAPTER 11 CASES PURSUANT TO 11 U.S.C. § 1112(B) AND
FEDERAL RULE OF BANKRUPTCY PROCEDURE 1017(F)(1)
(Related to Docket No. 27)
This matter, having come before the Court upon the Motion of the Ad Hoc Committee of
Holders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. §
1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) [Docket No. 27] (the “Motion to
Dismiss”); and this Court having considered the Debtors’ Objection to the Motion of the Ad Hoc
Committee of Holders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11
U.S.C. § 1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) (the “Objection”) and
any other responses or objections to the Motion to Dismiss; and this Court having jurisdiction over
this matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order; and this Court having
found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found
that it may enter a final order consistent with Article III of the United States Constitution; and this
Court having found that the relief requested in the Objection is in the best interests of the Debtors’
1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ service
address in these Chapter 11 Cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.
United States Bankruptcy Court
Southern District of Texas
ENTERED
December 31, 2024
Nathan Ochsner, Clerk
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2
estates; and this Court having found that the Debtors’ notice of the Objection and opportunity for
a hearing on the Motion to Dismiss and Objection were appropriate and no other notice need be
provided; and this Court having reviewed the Motion to Dismiss and Objection and having
heard the statements in support of the relief requested therein at a hearing before this Court; and
this Court having determined that the legal and factual bases set forth in the Objection
establish just cause for the relief granted herein; and upon all of the proceedings had before
this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY
ORDERED THAT:
1. The Motion to Dismiss is Denied for the reasons stated at the December 31, 2024 hearing.
2. This Court retains exclusive jurisdiction and exclusive venue with respect to all
matters arising from or related to the implementation, interpretation, and enforcement of this Order.
DAeucegmubste 0r 23,1 2, 0210294
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EXHIBIT B
Case 24-90575 Document 296-2 Filed in TXSB on 01/13/25 Page 1 of 135
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
)
In re: ) Chapter 11
)
Intrum AB et al.,1 ) Case No. 24-90575 (CML)
)
)
(Jointly Administered)
Debtors. )
)
ORDER (I) APPROVING
DISCLOSURE STATEMENT AND
(II) CONFIRMING JOINT PREPACKAGED CHAPTER 11
PLAN OF INTRUM AB AND ITS AFFILIATED
DEBTOR (FURTHER TECHNICAL MODIFICATIONS)
The above-captioned debtors and debtors in possession (collectively, the
“Debtors”), having:
a. entered into that certain Lock-Up Agreement, dated as of July 10, 2024 (as
amended and restated on August 15, 2024, and as further modified,
supplemented, or otherwise amended from time to time in accordance with its
terms, the “the Lock-Up Agreement”) and that certain Backstop Agreement,
dated as of July 10, 2024, (as amended and restated on November 15, 2024 and
as further modified, supplemented, or otherwise amended from time to time in
accordance with its terms), setting out the terms of the backstop commitments
provided by the Backstop Providers to backstop the entirety of the issuance of
New Money Notes (as may be further amended, restated, amended and restated,
modified or supplemented from time to time in accordance with the terms
thereof, the “Backstop Agreement”) which set forth the terms of a consensual
financial restructuring of the Debtors;
b. commenced, on October 17, 2024, a prepetition solicitation (the “Solicitation”)
of votes on the Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum
AB and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (as
the same may be further amended, modified and supplemented from time to
time, the “Plan”), by causing the transmittal, through their solicitation and
balloting agent, Kroll Restructuring Administration LLC (“Kroll”), to the
holders of Claims entitled to vote on the Plan of, among other things: (i) the
1 The Debtors in these chapter 11 cases are Intrum AB and Intrum AB of Texas LLC. The Debtors’ service
address in these chapter 11 cases is 801 Travis Street, STE 2102, #1312, Houston, TX 77002.
United States Bankruptcy Court
Southern District of Texas
ENTERED
December 31, 2024
Nathan Ochsner, Clerk
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Plan, (ii) the Disclosure Statement for Joint Prepackaged Chapter 11 Plan of
Reorganization of Intrum AB and its Debtor Affiliate (as the same may be
further amended, modified and supplemented from time to time, the
“Disclosure Statement”), and (iii) the Ballots and Master Ballot to vote on the
Plan (the “Ballots”), (iv) the Affidavit of Service of Solicitation Materials
[Docket No. 7];
c. commenced on November 15, 2024 (the “Petition Date”), these chapter 11 cases
(these “Chapter 11 Cases”) by filing voluntary petitions in the United States
Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”
or the “Court”) for relief under chapter 11 of title 11 of the United States Code
(the “Bankruptcy Code”);
d. Filed on November 15, 2024, the Affidavit of Service of Solicitation Materials
[Docket No. 7] (the “Solicitation Affidavit”);
e. Filed, on November 16, 2024 the Joint Prepackaged Chapter 11 Plan of
Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11
of the Bankruptcy Code (Technical Modifications) [Docket No. 16] and the
Disclosure Statement for Joint Prepackaged Chapter 11 Plan of Intrum AB and
its Debtor Affiliate [Docket No. 17];
f. Filed on November 16, 2024, the Declaration of Andrés Rubio in Support of of
the Debtors’ Chapter 11 Petitions and First Day Motions [Docket No. 14] (the
“First Day Declaration”);
g. Filed on November 17, 2024, the Declaration of Alex Orchowski of Kroll
Restructuring Administration LLC Regarding the Solicitation of Votes and
Tabulation of Ballots Case on the Joint Prepackaged Chapter 11 Plan of
Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11
of the Bankruptcy Code [Docket No. 18] (the “Voting Declaration,” and
together with the Plan, the Disclosure Statement, the Ballots, and the
Solicitation Affidavit, the “Solicitation Materials”);
h. obtained, on November 19, 2024, the Order(I) Scheduling a Combined Hearing
on (A) Adequacy of the Disclosure Statement and (B) Confirmation of the Plan,
(II) Approving Solicitation Procedures and Form and Manner of Notice of
Commencement, Combined Hearing, and Objection Deadline, (III) Fixing
Deadline to Object to Disclosure Statement and Plan, (IV) Conditionally (A)
Directing the United States Trustee Not to Convene Section 341 Meeting of
Creditors and (B) Waiving Requirement to File Statements of Financial Affairs
and Schedules of Assets and Liabilities, and (V) Granting Related Relief
[Docket No. 71] (the “Scheduling Order”), which, among other things: (i)
approved the prepetition solicitation and voting procedures, including the
Confirmation Schedule (as defined therein); (ii) conditionally approved the
Disclosure Statement and its use in the Solicitation; and (iii) scheduled the
Combined Hearing on December 16, 2024, at 1:00 p.m. (prevailing Central
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Time) to consider the final approval of the Disclosure Statement and the
confirmation of the Plan (the “Combined Hearing”);
i. served, through Kroll, on November 20, 2025, on all known holders of Claims
and Interests, the U.S. Trustee and certain other parties in interest, the Notice
of: (I) Commencement of Chapter 11 Bankruptcy Cases; (II) Hearing on the
Disclosure Statement and Confirmation of the Plan, and (III) Certain Objection
Deadlines (the “Combined Hearing Notice”) as evidence by the Affidavit of
Service [Docket No. 160];
j. caused, on November 25 and 27, 2024, the Combined Hearing Notice to be
published in the New York Times (national and international editions) and the
Financial Times (international edition), as evidenced by the Certificate of
Publication [Docket No. 148];
k. Filed and served, on December 10, 2024, the Plan Supplement for the Debtors’
Joint Prepackaged Chapter 11 Plan of Reorganization [Docket 165];
l. Filed on December 10, 2024, the Declaration of Jeffrey Kopa in Support of
Confirmation of the Joint Prepackaged Plan of Reorganization of Intrum AB
and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code [Docket
No. 155];
m. Filed on December 14, 2024, the:
i. Debtors’ Memorandum of Law in Support of an Order: (I) Approving, on a
Final Basis, Adequacy of the Disclosure Statement; (II) Confirming the
Joint Prepackaged Plan of Reorganization; and (III) Granting Related Relief
[Docket No. 190] (the “Confirmation Brief”);
ii. Declaration of Andrés Rubio in Support of Confirmation of the Joint
Prepackaged Plan of Reorganization of Intrum AB and its Debtor Affiliate.
[Docket No. 189] (the “Confirmation Declaration”); and
iii. Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum AB and its
Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (Further
Technical Modifications) [Docket No. 191];
n. Filed on December 18, 2024, the Joint Prepackaged Chapter 11 Plan of
Reorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11
of the Bankruptcy Code (Further Technical Modifications) [Docket No. 223];
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WHEREAS, the Court having, among other things:
a. set December 12, 2024, at 4:00 p.m. (prevailing Central Time) as the deadline
for Filing objection to the adequacy of the Disclosure Statement and/or
Confirmation2 of the Plan (the “Objection Deadline”);
b. held, on December 16, 2024 at 1:00 p.m. (prevailing Central Time) [and
continuing through December 17, 2024], the Combined Hearing;
c. heard the statements, arguments, and any objections made at the Combined
Hearing;
d. reviewed the Disclosure Statement, the Plan, the Ballots, the Plan Supplement,
the Confirmation Brief, the Confirmation Declaration, the Solicitation
Affidavit, and the Voting Declaration;
e. overruled (i) any and all objections to approval of the Disclosure Statement, the
Plan, and Confirmation, except as otherwise stated or indicated on the record,
and (ii) all statements and reservations of rights not consensually resolved or
withdrawn, unless otherwise indicated; and
f. reviewed and taken judicial notice of all the papers and pleadings Filed
(including any objections, statement, joinders, reservations of rights and other
responses), all orders entered, and all evidence proffered or adduced and all
arguments made at the hearings held before the Court during the pendency of
these cases;
NOW, THEREFORE, it appearing to the Bankruptcy Court that notice of the
Combined Hearing and the opportunity for any party in interest to object to the Disclosure
Statement and the Plan having been adequate and appropriate as to all parties affected or to be
affected by the Plan and the transactions contemplated thereby, and the legal and factual bases set
forth in the documents Filed in support of approval of the Disclosure Statement and Confirmation
and other evidence presented at the Combined Hearing establish just cause for the relief granted
herein; and after due deliberation thereon and good cause appearing therefor, the Bankruptcy
Court makes and issues the following findings of fact and conclusions of law, and orders for the
reasons stated on the record at the December 31, 2024 ruling on plan confirmation;
2 Capitalized terms used but not otherwise defined herein have meanings given to them in the Plan and/or the
Disclosure Statement. The rules of interpretation set forth in Article I.B of the Plan apply to this Combined
Order.
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I. FINDINGS OF FACT AND CONCLUSIONS OF LAW
IT IS HEREBY FOUND AND DETERMINED THAT:
A. Findings of Fact and Conclusions of Law.
1. The findings and conclusions set forth herein and in the record of the
Combined Hearing constitute the Bankruptcy Court’s findings of fact and conclusions of law under
Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules
7052 and 9014. To the extent any of the following conclusions of law constitute findings of fact,
or vice versa, they are adopted as such.
B. Jurisdiction, Venue, Core Proceeding.
2. This Court has jurisdiction over these Chapter 11 Cases pursuant to
28 U.S.C. § 1334. Venue of these proceedings and the Chapter 11 Cases in this district is proper
pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C.
§ 157(b)(2) and this Court may enter a final order hereon under Article III of the United States
Constitution.
C. Eligibility for Relief.
3. The Debtors were and continue to be entities eligible for relief under section
109 of the Bankruptcy Code and the Debtors were and continue to be proper proponents of the
Plan under section 1121(a) of the Bankruptcy Code.
D. Commencement and Joint Administration of the Chapter 11 Cases.
4. On the Petition Date, the Debtors commenced the Chapter 11 Cases. On
November 18, 2024, the Court entered an order [Docket No. 51] authorizing the joint
administration of the Chapter 11 Case in accordance with Bankruptcy Rule 1015(b). The Debtors
have operated their businesses and managed their properties as debtors in possession pursuant to
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sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee
has been appointed in these Chapter 11 Cases.
E. Adequacy of the Disclosure Statement.
5. The Disclosure Statement and the exhibits contained therein (i) contains
sufficient information of a kind necessary to satisfy the disclosure requirements of applicable
nonbankruptcy laws, rules and regulations, including the Securities Act; and (ii) contains
“adequate information” as such term is defined in section 1125(a)(1) and used in section
1126(b)(2) of the Bankruptcy Code, with respect to the Debtors, the Plan and the transactions
contemplated therein. The Filing of the Disclosure Statement satisfied Bankruptcy Rule 3016(b).
The injunction, release, and exculpation provisions in the Plan and the Disclosure Statement
describe, in bold font and with specific and conspicuous language, all acts to be enjoined and
identify the Entities that will be subject to the injunction, thereby satisfying Bankruptcy Rule
3016(c).
F. Solicitation.
6. As described in and evidenced by the Voting Declaration, the Solicitation
and the transmittal and service of the Solicitation Materials were: (i) timely, adequate, appropriate,
and sufficient under the circumstances; and (ii) in compliance with sections 1125(g) and 1126(b)
of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the applicable Local Bankruptcy Rules,
the Scheduling Order and all applicable nonbankruptcy rules, laws, and regulations applicable to
the Solicitation, including the registration requirements under the Securities Act. The Solicitation
Materials, including the Ballots and the Opt Out Form (as defined below), adequately informed
the holders of Claims entitled to vote on the Plan of the procedures and deadline for completing
and submitting the Ballots.
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7. The Debtors served the Combined Hearing Notice on the entire creditor
matrix and served the Opt Out Form on all Non-Voting Classes. The Combined Hearing Notice
adequately informed Holders of Claims or Interests of critical information regarding voting on (if
applicable) and objecting to the Plan, including deadlines and the inclusion of release, exculpation,
and injunction provisions in the Plan, and adequately summarized the terms of the Third-Party
Release. Further, because the form enabling stakeholders to opt out of the Third-Party Release (the
“Opt Out Form”) was included in both the Ballots and the Opt Out Form, every known stakeholder,
including unimpaired creditors was provided with the means by which the stakeholders could opt
out of the Third-Party Release. No further notice is required. The period for voting on the Plan
provided a reasonable and sufficient period of time and the manner of such solicitation was an
appropriate process allowing for such holders to make an informed decision.
G. Tabulation.
8. As described in and evidenced by the Voting Declaration, (i) the holders of
Claims in Class 3 (RCF Claims) and Class 5 (Notes Claims) are Impaired under the Plan
(collectively, the “Voting Classes”) and have voted to accept the Plan in the numbers and amounts
required by section 1126 of the Bankruptcy Code, and (ii) no Class that was entitled to vote on the
Plan voted to reject the Plan. All procedures used to tabulate the votes on the Plan were in good
faith, fair, reasonable, and conducted in accordance with the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement, the
Scheduling Order, and all other applicable nonbankruptcy laws, rules, and regulations.
H. Plan Supplement.
9. On December 10, 2024, the Debtors Filed the Plan Supplement with the
Court. The Plan Supplement (including as subsequently modified, supplemented, or otherwise
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amended pursuant to a filing with the Court), complies with the terms of the Plan, and the Debtors
provided good and proper notice of the filing in accordance with the Bankruptcy Code, the
Bankruptcy Rules, the Scheduling Order, and the facts and circumstances of the Chapter 11 Cases.
All documents included in the Plan Supplement are integral to, part of, and incorporated by
reference into the Plan. No other or further notice is or will be required with respect to the Plan
Supplement. Subject to the terms of the Plan and the Lock-Up Agreement, and only consistent
therewith, the Debtors reserve the right to alter, amend, update, or modify the Plan Supplement
and any of the documents contained therein or related thereto, in accordance with the Plan, on or
before the Effective Date.
I. Modifications to the Plan.
10. Pursuant to section 1127 of the Bankruptcy Code, the modifications to the
Plan described or set forth in this Combined Order constitute technical or clarifying changes,
changes with respect to particular Claims by agreement with holders of such Claims, or
modifications that do not otherwise materially and adversely affect or change the treatment of any
other Claim or Interest under the Plan. These modifications are consistent with the disclosures
previously made pursuant to the Disclosure Statement and Solicitation Materials, and notice of
these modifications was adequate and appropriate under the facts and circumstances of the Chapter
11 Cases. In accordance with Bankruptcy Rule 3019, these modifications do not require additional
disclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section
1126 of the Bankruptcy Code, and they do not require that holders of Claims or Interests be
afforded an opportunity to change previously cast acceptances or rejections of the Plan.
Accordingly, the Plan is properly before this Court and all votes cast with respect to the Plan prior
to such modification shall be binding and shall apply with respect to the Plan.
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J. Objections Overruled.
11. Any resolution or disposition of objections to Confirmation explained or
otherwise ruled upon by the Court on the record at the Confirmation Hearing is hereby
incorporated by reference. All unresolved objections, statements, joinders, informal objections,
and reservations of rights are hereby overruled on the merits.
K. Burden of Proof.
12. The Debtors, as proponents of the Plan, have met their burden of proving
the elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of the
evidence, the applicable evidentiary standard for Confirmation. Further, the Debtors have proven
the elements of sections 1129(a) and 1129(b) by clear and convincing evidence. Each witness who
testified on behalf of the Debtors in connection with the Confirmation Hearing was credible,
reliable, and qualified to testify as to the topics addressed in his testimony.
L. Compliance with the Requirements of Section 1129 of the Bankruptcy
Code.
13. The Plan complies with all applicable provisions of section 1129 of the
Bankruptcy Code as follows:
a. Section 1129(a)(1) – Compliance of the Plan with Applicable Provisions of the
Bankruptcy Code.
14. The Plan complies with all applicable provisions of the Bankruptcy Code,
including sections 1122 and 1123, as required by section 1129(a)(1) of the Bankruptcy Code.
i. Section 1122 and 1123(a)(1) – Proper Classification.
15. The classification of Claims and Interests under the Plan is proper under the
Bankruptcy Code. In accordance with sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,
Article III of the Plan provides for the separate classification of Claims and Interests at each Debtor
into Classes, based on differences in the legal nature or priority of such Claims and Interests (other
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than Administrative Claims, Professional Fee Claims, and Priority Tax Claims, which are
addressed in Article II of the Plan and Unimpaired, and are not required to be designated as
separate Classes in accordance with section 1123(a)(1) of the Bankruptcy Code). Valid business,
factual, and legal reasons exist for the separate classification of the various Classes of Claims and
Interests created under the Plan, the classifications were not implemented for any improper
purpose, and the creation of such Classes does not unfairly discriminate between or among holders
of Claims or Interests.
16. In accordance with section 1122(a) of the Bankruptcy Code, each Class of
Claims or Interests contains only Claims or Interests substantially similar to the other Claims or
Interests within that Class. Accordingly, the Plan satisfies the requirements of sections 1122(a),
1122(b), and 1123(a)(1) of the Bankruptcy Code
ii. Section 1123(a)(2) – Specifications of Unimpaired Classes.
17. Article III of the Plan specifies that Claims and Interests in the classes
deemed to accept the Plan are Unimpaired under the Plan. Holders of Intercompany Claims and
Intercompany Interests are either Unimpaired and conclusively presumed to have accepted the
Plan, or are Impaired and deemed to reject (the “Deemed Rejecting Classes”) the Plan, and, in
either event, are not entitled to vote to accept or reject the Plan. In addition, Article II of the Plan
specifies that Administrative Claims and Priority Tax Claims are Unimpaired, although the Plan
does not classify these Claims. Accordingly, the Plan satisfies the requirements of section
1123(a)(2) of the Bankruptcy Code.
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iii. Section 1123(a)(3) – Specification of Treatment of Voting Classes
18. Article III.B of the Plan specifies the treatment of each Voting Class under
the Plan – namely, Class 3 and Class 5. Accordingly, the Plan satisfies the requirements of section
1123(a)(3) of the Bankruptcy Code.
iv. Section 1123(a)(4) – No Discrimination.
19. Article III of the Plan provides the same treatment to each Claim or Interest
in any particular Class, as the case may be, unless the holder of a particular Claim or Interest has
agreed to a less favorable treatment with respect to such Claim or Interest. Accordingly, the Plan
satisfies the requirements of section 1123(a)(4) of the Bankruptcy Code.
v. Section 1123(a)(5) – Adequate Means for Plan Implementation.
20. The Plan and the various documents included in the Plan Supplement
provide adequate and proper means for the Plan’s execution and implementation, including: (a)
the general settlement of Claims and Interests; (b) the restructuring of the Debtors’ balance sheet
and other financial transactions provided for by the Plan; (c) the consummation of the transactions
contemplated by the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed and
the Agreed Steps Plan and other documents Filed as part of the Plan Supplement; (d) the issuance
of Exchange Notes, the New Money Notes, and the Noteholder Ordinary Shares pursuant to the
Plan; (e) the amendment of the Intercreditor Agreement; (f) the amendment of the Facility
Agreement; (g) the amendment of the Senior Secured Term Loan Agreement; (h) the
consummation of the Rights Offering in accordance with the Plan, Rights Offering Documents
and the Lock-Up Agreement; (i) the granting of all Liens and security interests granted or
confirmed (as applicable) pursuant to, or in connection with, the Facility Agreement, the Exchange
Notes Indenture, the New Money Notes Indenture, the amended Intercreditor Agreement and the
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Senior Secured Term Loan Agreement pursuant to the New Security Documents (including any
Liens and security interests granted or confirmed (as applicable) on the Reorganized Debtors’
assets); (j) the vesting of the assets of the Debtors’ Estates in the Reorganized Debtors; (k) the
consummation of the corporate reorganization contemplated by the Plan, the Lock-Up Agreement,
the Agreed Steps Plan and the Master Reorganization Agreement (as defined in the Restructuring
Implementation Deed); and (l) the execution, delivery, filing, or recording of all contracts,
instruments, releases, and other agreements or documents in furtherance of the Plan. Accordingly,
the Plan satisfies the requirements of section 1123(a)(5) of the Bankruptcy Code
vi. Section 1123(a)(6) – Non-Voting Equity Securities.
21. The Company’s organizational documents in accordance with the Swedish
Companies Act, Ch. 4, Sec 5 and the Plan prohibit the issuance of non-voting securities as of the
Effective Date to the extent required to comply with section 1123(a)(6) of the Bankruptcy Code.
Accordingly, the Plan satisfies the requirements of section 1123(a)(6) of the Bankruptcy Code.
vii. Section 1123(a)(7) – Directors, Officers, and Trustees.
22. The manner of selection of any officer, director, or trustee (or any successor
to and such officer, director, or trustee) of the Reorganized Debtors will be determined in
accordance with the existing organizational documents, which is consistent with the interests of
creditors and equity holders and with public policy. Accordingly, the Plan satisfies the
requirements of section 1123(a)(7) of the Bankruptcy Code.
b. Section 1123(b) – Discretionary Contents of the Plan
23. The Plan contains various provisions that may be construed as discretionary
but not necessary for Confirmation under the Bankruptcy Code. Any such discretionary provision
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complies with section 1123(b) of the Bankruptcy Code and is not inconsistent with the applicable
provisions of the Bankruptcy Code. Thus, the Plan satisfies section 1123(b).
i. Section 1123(b)(1) – Impairment/Unimpairment of Any Class of Claims or
Interests
24. Article III of the Plan impairs or leaves unimpaired, as the case may be,
each Class of Claims or Interests, as contemplated by section 1123(b)(1) of the Bankruptcy Code.
ii. Section 1123(b)(2) – Assumption and Rejection of Executory Contracts and
Unexpired Leases
25. Article V of the Plan provides for the assumption of the Debtors’ Executory
Contracts and Unexpired Leases as of the Effective Date unless such Executory Contract or
Unexpired Lease: (a) is identified on the Rejected Executory Contract and Unexpired Lease List;
(b) has been previously rejected by a Final Order; (c) is the subject of a motion to reject Executory
Contracts or Unexpired Leases that is pending on the Confirmation Date; or (4) is subject to a
motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested
effective date of such rejection is after the Effective Date. Thus, the Plan satisfies section
1123(b)(2).
iii. Compromise and Settlement
26. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code and
Bankruptcy Rule 9019, and in consideration for the distributions and other benefits provided under
the Plan, the provisions of the Plan constitute a good-faith compromise of all Claims, Interests,
and controversies relating to the contractual, legal, and subordination rights that all holders of
Claims or Interests may have with respect to any Allowed Claim or Interest or any distribution to
be made on account of such Allowed Claim or Interest. Such compromise and settlement is the
product of extensive arm’s-length, good faith negotiations that, in addition to the Plan, resulted in
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the execution of the Lock-Up Agreement, which represents a fair and reasonable compromise of
all Claims, Interests, and controversies and entry into which represented a sound exercise of the
Debtors’ business judgment. Such compromise and settlement is fair, equitable, and reasonable
and in the best interests of the Debtors and their Estates.
27. The releases of the Debtors’ directors and officers are an integral component
of the settlements and compromises embodied in the Plan. The Debtors’ directors and officers: (a)
made a substantial and valuable contribution to the Debtors’ restructuring, including extensive preand
post-Petition Date negotiations with stakeholder groups, and ensured the uninterrupted
operation of the Debtors’ businesses during the Chapter 11 Cases; (b) invested significant time
and effort to make the restructuring a success and maximize the value of the Debtors’ businesses
in a challenging operating environment; (c) attended and, in certain instances, testified at
depositions and Court hearings; (d) attended and participated in numerous stakeholder meetings,
management meetings, and board meetings related to the restructuring; (e) are entitled to
indemnification from the Debtors under applicable non-bankruptcy law, organizational
documents, and agreements; (f) invested significant time and effort in the preparation of the Lock-
Up Agreement, the Plan, Disclosure Statement, all supporting analyses, and the numerous other
pleadings Filed in the Chapter 11 Cases, thereby ensuring the smooth administration of the Chapter
11 Cases; and (g) are entitled to all other benefits under any employment contracts existing as of
the Petition Date. Litigation by the Debtors or other Releasing Parties against the Debtors’
directors and officers would be a distraction to the Debtors’ business and restructuring and would
decrease rather than increase the value of the estates. The releases of the Debtors’ directors and
officers contained in the Plan have the consent of the Debtors and the Releasing Parties and are in
the best interests of the estates.
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iv. Debtor Release
28. The releases of claims and Causes of Action by the Debtors, Reorganized
Debtors, and their Estates described in Article VIII.C of the Plan in accordance with section
1123(b) of the Bankruptcy Code (the “Debtor Release”) represent a valid exercise of the Debtors’
business judgment under Bankruptcy Rule 9019. The Debtors’ or the Reorganized Debtors’ pursuit
of any such claims against the Released Parties is not in the best interests of the Estates’ various
constituencies because the costs involved would outweigh any potential benefit from pursuing
such claims. The Debtor Release is fair and equitable and complies with the absolute priority rule.
29. The Debtor Release is (a) an integral part of the Plan, and a component of
the comprehensive settlement implemented under the Plan; (b) in exchange for the good and
valuable consideration provided by the Released Parties; (c) a good faith settlement and
compromise of the claims and Causes of Action released by the Debtor Release; (d) materially
beneficial to, and in the best interests of, the Debtors, their Estates, and their stakeholders, and is
important to the overall objectives of the Plan to finally resolve certain Claims among or against
certain parties in interest in the Chapter 11 Cases; (e) fair, equitable, and reasonable; (f) given and
made after due notice and opportunity for hearing; and (g) a bar to any Debtor asserting any claim
or Cause of Action released by the Debtor Release against any of the Released Parties. The
probability of success in litigation with respect to the released claims and Causes of Action, when
weighed against the costs, supports the Debtor Release. With respect to each of these potential
Causes of Action, the parties could assert colorable defenses and the probability of success is
uncertain. The Debtors’ or the Reorganized Debtors’ pursuit of any such claims or Causes of
Action against the Released Parties is not in the best interests of the Estates or the Debtors’ various
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constituencies because the costs involved would likely outweigh any potential benefit from
pursuing such claims or Causes of Action
30. Holders of Claims and Interests entitled to vote have overwhelmingly voted
in favor of the Plan, including the Debtor Release. The Plan, including the Debtor Release, was
negotiated before and after the Petition Date by sophisticated parties represented by able counsel
and advisors, including the Consenting Creditors. The Debtor Release is therefore the result of a
hard fought and arm’s-length negotiation process conducted in good faith.
31. The Debtor Release appropriately offers protection to parties that
participated in the Debtors’ restructuring process, including the Consenting Creditors, whose
participation in the Chapter 11 Cases is critical to the Debtors’ successful emergence from
bankruptcy. Specifically, the Released Parties, including the Consenting Creditors, made
significant concessions and contributions to the Chapter 11 Cases, including, entering into the
Lock-Up Agreement and related agreements, supporting the Plan and the Chapter 11 Cases, and
waiving or agreeing to impair substantial rights and Claims against the Debtors under the Plan (as
part of the compromises composing the settlement underlying the revised Plan) in order to
facilitate a consensual reorganization and the Debtors’ emergence from chapter 11. The Debtor
Release for the Debtors’ directors and officers is appropriate because the Debtors’ directors and
officers share an identity of interest with the Debtors and, as previously stated, supported and made
substantial contributions to the success of the Plan, the Chapter 11 Cases, and operation of the
Debtors’ business during the Chapter 11 Cases, actively participated in meetings, negotiations, and
implementation during the Chapter 11 Cases, and have provided other valuable consideration to
the Debtors to facilitate the Debtors’ successful reorganization and continued operation.
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32. The scope of the Debtor Release is appropriately tailored under the facts
and circumstances of the Chapter 11 Cases. In light of, among other things, the value provided by
the Released Parties to the Debtors’ Estates and the critical nature of the Debtor Release to the
Plan, the Debtor Release is appropriate.
v. Release by Holders of Claims and Interests
33. The release by the Releasing Parties (the “Third-Party Release”), set forth
in Article VIII.D of the Plan, is an essential provision of the Plan. The Third-Party Release is: (a)
consensual as to those Releasing Parties that did not specifically and timely object or properly opt
out from the Third-Party Release; (b) within the jurisdiction of the Bankruptcy Court pursuant to
28 U.S.C. § 1334; (c) in exchange for the good and valuable consideration provided by the
Released Parties; (d) a good faith settlement and compromise of the claims and Causes of Action
released by the Third-Party Release; (e) materially beneficial to, and in the best interests of, the
Debtors, their Estates, and their stakeholders, and is important to the overall objectives of the Plan
to finally resolve certain Claims among or against certain parties in interest in the Chapter 11
Cases; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for
hearing; (h) appropriately narrow in scope given that