EaglePicher files reorganization plan; assets to be transferred to newly formed companies

By Caroline Salls

Pittsburgh, Jan. 26 - EaglePicher Inc. and its official committee of unsecured creditors filed a joint plan of reorganization and a related proposed disclosure statement on Wednesday with the U.S. Bankruptcy Court for the Southern District of Ohio that transfers substantially all of the company's assets to newly formed companies.

The new companies will be New HoldCo New Management Co., New EP Automotive LLC, New EP Technologies LLC, New EP Filtration & Minerals LLC, EaglePicher Real Estate LLC, New Wolverine LLC, New Hillsdale LLC, New Boron LLC, New EP Pharmaceutical LLC and New DSP LLC42, according to court documents.

Each EaglePicher debtor will be paid in amounts equal to the value of the transferred assets.

Holders of the company's 9¾% senior notes will receive all of the common stock in the new holding company.

New Holdco will issue 10 million shares of new common stock.

Some general unsecured creditors will receive, at their option, either cash payments over time or a single discounted cash payment, while others will receive their share of any estate cause of action recoveries.

Treatment of creditors under the plan will include:

• Holders of secured claims will recover 100% in either cash, proceeds of a sale of the property securing the claim or the rights to the claim, at EaglePicher's option;

• Holders of Holdings and EPI pre-bankruptcy note claims will receive their share of any estate cause of action recoveries;

• Holders of EPT, EPPHS, EPFM and Hillsdale pre-bankruptcy note claims will receive new common stock in NewHoldco;

• Holders of Holding and EPI other unsecured claims will receive their share of any estate cause of action recoveries;

• Holders of EPT, EPPHS, EPFM and Hillsdale other unsecured claims will receive, at their option, either their unsecured claim distribution amount in deferred cash payments or a lump sum cash payment equal to 75% of their claim plus their share of any estate cause of action recoveries;

• Holders of old equity interests will receive no distribution.

"With the filing of EaglePicher's plan of reorganization and our previously announced financing, which is convertible into financing for the new companies upon completion of the reorganization, all the elements are in place to enable EaglePicher to complete its restructuring within the next few months," interim chief executive officer and chief restructuring officer Stuart B. Gleichenhaus said in a company news release.

The company said it may convert its senior and junior debtor-in-possession facilities into senior and junior exit facilities.

EaglePicher, a Phoenix-based diversified manufacturer, filed for bankruptcy on April 11, 2005. Its Chapter 11 case number is 05-12601.

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