Solavei reorganization plan confirmed; Aspider to acquire all assets

By Kali Hays

New York, April 17 – Solavei, LLC received confirmation of its Chapter 11 plan of reorganization on Friday under an order from the U.S. Bankruptcy Court for the Western District of Washington.

As previously reported, the court approved the plan disclosure statement March 17 and the company received support for the plan from five out of six voting creditor classes.

With the reorganization plan, Aspider Solutions, Inc. will acquire substantially all of Solavei’s assets through a new, yet to be formed, affiliate.

Though Solavei said it had interest in the sale of its assets from 21 separate parties, “Aspider emerged as the most strategic party and the one willing to provide by far the highest and best value to the estate,” according to the disclosure statement.

Aspider plans to continue Solavei’s operations “uninterrupted” post-confirmation.

The cash purchase price for the assets was not disclosed but Solavei intends to use the proceeds for the payment of claims, professional fees and to fund post-confirmation administrative fees and expenses.

In addition, through its affiliate, Aspider will execute a $750,000 promissory note with Opus Bank and a $4 million note with T-Mobile USA, Inc.

Opus is Solavei’s senior secured lender and T-Mobile provides the company with cellular phone services at wholesale.

The new company will make 40% of the ownership interests available for purchase, with an estimated value of $1.77 million.

Solavei’s post-bankruptcy administrative expenses, estimated between $1 million and $1.4 million, will also be covered by Aspider’s affiliate along with T-Mobile’s administrative expense claim from Jan. 1, which exceeds $1.5 million. T-Mobile agreed to waive a separate administrative claim totaling $1.4 million.

According to the disclosure statement, without T-Mobile’s support of the Aspider transaction and agreement to a discount of its claims, “it would be impossible for the debtor to continue its operations and no creditors, with the possible exception of a very nominal value to Opus Bank, would receive any value.”

Treatment of creditors under the plan include the following:

• Opus Bank will receive $1.75 million in cash plus a $750,000 unsecured note;

• T-Mobile will receive $1 million in cash plus a $4 million note secured by a security interest in the new company’s assets;

• Noteholders will receive a proportionate share of 40% of the ownership interests in the new company plus 20% of any proceeds from a trade secret lawsuit, plus possible cost reimbursement if noteholders reimburse contingent legal fees;

• Holders of priority wage and tax claims will be paid in full upon the plan effective date; and

• Holders of general unsecured claims will receive a proportionate share of $1 million plus 80% of any proceeds from a trade secret lawsuit, plus a note from the new company in the principal amount of the lesser of $250,000 and 5% of the rejected contract claims.

Solavei, a social commerce telecommunications company with headquarters in Bellevue, Wash., filed for bankruptcy on June 11, 2014. The Chapter 11 case number is 14-14505.

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