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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/13/03 Interdent Inc 8-K:3,7 5/09/03 4:809K Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 26K 2: EX-99.1 Miscellaneous Exhibit HTML 407K 3: EX-99.2 Miscellaneous Exhibit HTML 16K 4: EX-99.3 Miscellaneous Exhibit HTML 127K
Exhibit 99.1
Marc J. Winthrop – State Bar No. 63218
Robert E. Opera – State Bar No. 101182
Sean A. OKeefe – State Bar No. 122417
WINTHROP COUCHOT
PROFESSIONAL CORPORATION
660 Newport Center Drive, Ste. 400
Telephone (949) 720-4100
Facsimile (949) 720-4111
Attorneys for InterDent, Inc.,
a Delaware Corporation and
InterDent Service Corporation, Inc.,
a Washington Corporation, Debtors-in-Possession
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SANTA ANA DIVISION
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In re |
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INTERDENT, INC., a Delaware Corporation; |
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In a Case Under Chapter |
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Debtors and |
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DEBTORS’ JOINT CHAPTER 11 |
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Plan Confirmation Hearing |
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iii
INTRODUCTION
InterDent, Inc., a Delaware corporation (“InterDent”), and InterDent Service Corporation, Inc., a Washington Corporation (“ISC”) (collectively the “Debtors”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (the “Code” or the “Bankruptcy Code”) on May 9, 2003. Since this date both corporations have continued to operate their businesses in the ordinary course as debtors-in-possession. On May , 2003, the United States Bankruptcy Court (the “Court” or the “Bankruptcy Court”) entered an order authorizing the joint administration of the Debtors’ Chapter 11 cases.
The document that you are reading is the Debtors’ Joint Chapter 11 Plan of Reorganization (the “Plan”). The Plan provides for the preservation of the Debtors’ businesses through a comprehensive reorganization and debt recapitalization. Under the Plan, the claims of creditors will be paid, either in full or in part, from the proceeds of the continued operations of the Debtors or through issuance of equity interests in Reorganized InterDent, and will otherwise be discharged.
Sent to you in the same envelope as this document is the Debtors’ Joint Disclosure Statement (the “Disclosure Statement”). The Disclosure Statement has been approved by the Court and it is being provided along with the Plan in order to provide you with critical information about the Debtors and to help you understand the Plan. The Disclosure Statement discusses the Debtors history, businesses, properties, and results of operations and contains a summary and discussion of this Plan. Holders of Claims and Interests and parties to executory contracts and unexpired leases are encouraged to read the Disclosure Statement. No solicitation materials, other than the Disclosure Statement and related materials transmitted therewith and approved for solicitation purposes by the Court, have been authorized for use in soliciting acceptances or rejections of this Plan.
DDJCM and the LL Entities (each as defined below) are co-sponsors of the Plan (the “Co-Sponsors”). This means that these creditors have participated in the development of the Plan, and they have agreed to perform certain obligations in connection with the Plan, if the Plan is confirmed by the Court and certain other conditions are satisfied. The Co-Sponsors are not liable
for any obligations being incurred under the Plan by the Debtors or for any other obligations of the Debtors or Reorganized Debtors.
DEFINITIONS AND RULES OF INTERPRETATION
2.1. Definitions.
The following defined terms are used in this document. Any capitalized term that is not defined herein, but is defined in the Bankruptcy Code or the Bankruptcy Rules shall the have the meaning ascribed to that term in the Bankruptcy Code or Bankruptcy Rules.
2.1.1. Administrative Claim. Any Claim for any cost or expense of administration of the Cases allowable under section 330, 331, 503(b), or 507(a)(1) of the Bankruptcy Code, including, without limitation, any actual and necessary post-petition expenses of preserving the Estates of the Debtors, any actual and necessary post-petition expenses of operating the business of the Debtors in Possession, all compensation or reimbursement of expenses to the extent allowed by the Bankruptcy Court under section 330, 331, or 503 of the Bankruptcy Code and any fees or charges assessed against the Estates of the Debtors under section 1930 of title 28 of the United States Code.
2.1.2. Administrative Claims Bar Date. The last date or dates fixed by the Plan or the Bankruptcy Court for filing proofs or requests for payment of certain Administrative Claims pursuant to Section 4.1.2.B. of the Plan, Rule 3003(c)(3) of the Bankruptcy Rules, or any order of the Bankruptcy Court.
2.1.3. Affiliate. As to any Person, any other Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control with, such Person. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise.
2
2.1.4. Allowed Amount shall mean:
A. with respect to any Administrative Claim (i) if the Claim is based upon a Fee Application, the amount of such Fee Application that has been approved by a Final Order of the Bankruptcy Court; (ii) if the Claim is based upon any indebtedness or obligation incurred in the ordinary course of business of the Debtors and is not otherwise subject to an Administrative Claim Bar Date, the amount of such Claim that has been agreed to by the Debtors and such creditor, failing which, the amount thereof as fixed by a Final Order of the Bankruptcy Court; or (iii) if the Holder of such Claim was required to file and has filed proof thereof with the Bankruptcy Court prior to an Administrative Claim Bar Date, (1) the amount stated in such proof if no objection to such proof of claim is interposed within the applicable period of time fixed by the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court, or (2) the amount thereof as fixed by Final Order of the Bankruptcy Court if an objection to such proof was interposed within the applicable period of time fixed by the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court. The Allowed Amount of any Administrative Claim which is subject to an Administrative Claims Bar Date and not filed by the applicable Administrative Claims Bar Date shall be zero, and no distribution shall be made on account of any such Administrative Claim;
B. with respect to any Claim which is not an Administrative Claim or a Deficiency Claim (an “Other Claim”): (i) if the Holder of such Other Claim did not file proof thereof with the Bankruptcy Court on or before the Claims Bar Date, the amount of such Claim as listed in the Debtors’ Schedules as neither disputed, contingent or unliquidated; or (ii) if the Holder of such Claim has filed proof thereof with the Bankruptcy Court on or before the Claims Bar Date, (a) the amount stated in such proof if no objection to such proof of claim was interposed within the applicable period of time fixed by the Bankruptcy Code, the Bankruptcy Rules, the Plan or the Bankruptcy Court, or (b) the amount thereof as fixed by Final Order of the Bankruptcy Court if an objection to such proof was interposed within the applicable period of time fixed by the Bankruptcy Code, the Bankruptcy Rules, the Plan or the Bankruptcy Court. The Allowed Amount of any Other Claim which is not Filed by the applicable Claims Bar Date, is not listed on the Debtors’ Schedules, is listed as disputed, unliquidated, contingent or unknown or is not allowed
3
under the terms of this Plan shall be zero, and no distribution shall be made on account of any such Claim;
C. with respect to any Deficiency Claim, the amount thereof as fixed by Final Order of the Bankruptcy Court. The Allowed Amount of any Deficiency Claim which is not filed by the Claims Bar Date shall be zero, and no distribution shall be made on account of any such Deficiency Claim;
D. with respect to any Interest, (i) the amount provided by or established in the records of the Debtors at the Confirmation Date, provided, however, that a timely filed proof of Interest shall supersede any listing of such Interest on the records of the Debtors; or (ii) the amount stated in a proof of Interest Filed prior to the Confirmation Date if no objection to such Interest was filed prior to the Confirmation Date or such later date as the Bankruptcy Court allows; or (iii) the amount of such Interest as fixed by a Final Order of the Bankruptcy Court.
2.1.5. Allowed Claim or Allowed Class Claim. A Claim of the type specified or in the Class specified that is also an Allowed Claim (i.e., an Allowed Secured Claim is a Secured Claim that is also an Allowed Claim, and an Allowed Class 6 Claim is a Claim classified in Class 6 that is an Allowed Claim).
2.1.6. Allowed Claim. Except as otherwise provided in this Plan (including with respect to those Classes for which the amount of the Allowed Claims is specified by this Plan), a Claim to the extent (and only to the extent) of the Allowed Amount of such Claim.
2.1.7. Allowed Interest. Any Interest to the extent, and only to the extent, of the Allowed Amount of such Interest.
2.1.8. Allowed Secured Capital Lease Claim. The Allowed Secured Claim of a claimant under a capital lease, which Allowed Secured Claim shall be equal to the fair market value of the property subject to the capital lease.
2.1.9. Allowed. When used to describe a Claim or Claims, such Claim or Claims, to the extent that it or they are an “Allowed Claim” or “Allowed Claims.”
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2.1.10. Amended and Restated Bylaws. With respect to each Reorganized Debtor, the amended and restated bylaws for such Reorganized Debtor, which shall be substantially in the forms of Attached to the Plan Documentary Supplement as an Exhibit.
2.1.11. Amended and Restated Articles or Certificate of Incorporation. Collectively, the Amended and Restated InterDent Certificate of Incorporation and the Amended and Restated ISC Articles of Incorporation.
2.1.12. Amended and Restated InterDent Certificate of Incorporation. The Amended and Restated Certificate of Incorporation of Reorganized Interdent, which shall be substantially in the form of Attached to the Plan Documentary Supplement as an Exhibit.
2.1.13. Amended and Restated ISC Articles of Incorporation. The Amended and Restated Articles of Incorporation for Reorganized ISC, which shall be substantially in the form of Attached to the Plan Documentary Supplement as an Exhibit.
2.1.14. Assumed Seller and Earnout Obligations. The obligations under those executory contracts between any of the Debtors and the [sellers of dental practices] which are described in Attached to the Plan Documentary Supplement as an Exhibit, which obligations are estimated to be in the aggregate amount of $ .
2.1.15. Bank Lenders. JP Morgan Chase Bank, Fleet Capital Corporation and U.S. Bank National Association.
2.1.16. Bankruptcy Code. The Bankruptcy Reform Act of 1978, as amended, as set forth in Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as applicable to the Cases.
2.1.17. Bankruptcy Court. The United States Bankruptcy Court for the Central District of California, having jurisdiction over the Cases and, to the extent of any withdrawal of the reference made pursuant to section 157 of title 28 of the United States Code, the United States District Court for the Central District of California; or, in the event such courts cease to exercise jurisdiction over the Cases, such court or unit thereof that exercises jurisdiction over the Cases in lieu thereof.
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2.1.18. Bankruptcy Rules. Collectively, as now in effect or hereafter amended and as applicable to the Cases, (i) the Federal Rules of Bankruptcy Procedure, and (ii) the Local Bankruptcy Rules and General Orders applicable to cases pending before the Bankruptcy Court.
2.1.19. Base New Common Stock Amount. The sum of: (a) the number of shares of New Common Stock issued as part of the Initial New Common Stock Issuance; plus (b) the number of shares of New Common Stock issuable upon the conversion of all of the New Preferred Stock.
2.1.20. Business Day. Any day, other than a Saturday, a Sunday or a “legal holiday,” as defined in Bankruptcy Rule 9006(a).
2.1.21. Business Plan. Those certain financial projections for the Debtors for the three (3) years following the Effective Date to be delivered to the Holders of Class 1 Claims by October 31, 2003, containing information upon which certain financial covenants applicable to the Restructured Senior Secured Claims under the New Credit Agreement will be based, as set forth in Section 6.1.1.G. and 6.1.1.I.
2.1.22. Cases. The Chapter 11 cases commenced by the Debtors on the Petition Date and pending before the Bankruptcy Court.
2.1.23. Cash. Currency of the United States of America and cash equivalents, including, but not limited to, bank deposits, immediately available or cleared checks, drafts, wire transfers and other similar forms of payment.
2.1.24. Claim. This term shall have the broadest possible meaning under section 101(5) of the Bankruptcy Code, and shall include (a) any right to payment from any of the Debtors, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, or (b) any right to an equitable remedy for breach of performance if such breach gives rise to a right of payment from any of the Debtors, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.
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2.1.25. Claims Bar Date. For any Claim other than an Administrative Claim, , or such other deadline for filing such Claim as has been established under any order of the Bankruptcy Court.
2.1.26. Claims Objection Deadline. The later of (i) the one hundred eightieth (180th) day after the Effective Date; (ii) with respect to a specific Claim, the one-hundred eightieth (180th) day after proof of such Claim is filed, or (iii) such greater period of limitation as may be fixed or extended by the Bankruptcy Court or by agreement between a Debtor or Reorganized Debtor and the Holder of the Claim.
2.1.27. Class. Each group of Claims or Interests classified in Article V of the Plan pursuant to sections 1122 and 1123 of the Bankruptcy Code.
2.1.28. Class 4 Stock Alternative. The right of the Holder of an Allowed Class 4 Claim to elect to receive shares of New Class A Common Stock in lieu of Cash under Section 6.4.2 of this Plan.
2.1.29. Class 1.3 Warrant Agreement. The agreement in the form of Attached to the Plan Documentary Supplement as an Exhibit which will govern the New Warrants.
2.1.30. Class 6 Warrant Agreement. The agreement in the form of Attached to the Plan Documentary Supplement as an Exhibit, which will govern the Class 6 Warrants.
2.1.31. Class 6 Warrants. The right of holders of Convertible Subordinated Notes in Class 6 to purchase shares of New Class A Common Stock equal to three percent (3%) of the sum of (i) the Initial New Common Stock Issuance, and (ii) New Common Class A Stock to be issued pursuant to the Class 6 Warrants, within five (5) days following the Effective Date, as provided in Section 6.6 of the Plan. The Class 6 Warrants shall be issued pursuant to, and governed by, the Class 6 Warrant Agreement.
2.1.32. Committee. The Official Committee of Unsecured Creditors of the Debtors appointed in the Cases pursuant to Section 1102 of the Bankruptcy Code if required.
2.1.33. Company Liquidity. As described on any specified date, fifty percent (50%) of the amount which remains available for borrowing under the Exit Facility, plus the Reorganized Debtors’ available cash on hand (which amount shall be exclusive of any restricted cash). By way
7
of illustration only and not limitation, if there is $7 million of availability under the Exit Facility, and the Reorganized Debtors have available cash on hand (excluding any restricted cash) of $8 million, the aggregate amount of the Company Liquidity would be $11.5 million (consisting of fifty percent (50%) of the $7 million in Exit Facility availability plus available cash of $8 million). Company Liquidity shall be subject to changes in working capital.
2.1.34. Confirmation Date. The date on which the Confirmation Order is entered in the Bankruptcy Court’s docket.
2.1.35. Confirmation Order. The order entered by the Bankruptcy Court confirming the Plan in accordance with the provisions of Chapter 11 of the Bankruptcy Code, which order shall be submitted to the Court in form and substance reasonably satisfactory to the Debtors, the Co-Sponsors and the Bank Lenders.
2.1.36. Convertible Subordinated Note Agreement. Collectively: (A) that certain Securities Purchase Agreement dated as of May 12, 1998, by and among Gentle Dental Service Corporation, a Washington Corporation and the Purchasers as defined therein, (B) any ancillary agreements as to which any holder of any of the obligations under the foregoing Securities Purchase Agreement or the Convertible Subordinated Notes is a party or a beneficiary; and (C) all other agreements as to which any holder of any of the obligations evidenced by any of the foregoing is a party or a beneficiary and all other agreements, guarantees, instruments, documents, and certificates delivered in connection with any of the foregoing, all as any document described in any of clauses (A) – (C) may have been amended, restated, supplemented, or otherwise modified from time to time prior to the Effective Date.
2.1.37. Convertible Subordinated Note Holders. All claimants holding Convertible Subordinated Notes.
2.1.38. Convertible Subordinated Notes. The 8% Convertible Subordinated Notes due 2006 issued pursuant to the Convertible Subordinated Note Agreement.
2.1.39. Creditor. Any Person who is the Holder of a Claim against any Debtor that arose or accrued or is deemed to have arisen or accrued or to have matured, or otherwise become
8
due, owing, and payable on or before the Petition Date, including, without limitation, Claims of the kind specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code.
2.1.40. DDJCM. DDJ Capital Management, LLC.
2.1.41. DDJCM Allowed Secured Claims. The sum of the amounts set forth in Section 6.1.2.
2.1.42. DDJCM Entities. DDJCM and any Affiliate of DDJCM, or fund or account managed by DDJCM or an Affiliate of DDJCM, that is the Holder of any Senior Secured Claims.
2.1.43. Debtor(s). Individually or collectively, InterDent and ISC.
2.1.44. Debtors-in-Possession. The Debtors when each is acting in the capacity of representative of the Estates in the Cases.
2.1.45. DIP Facility. The revolving credit facility provided under the DIP Facility Agreement.
2.1.46. DIP Facility Agreement. That certain “Post-Petition Loan and Security Agreement” dated as of May , 2003, among the Debtors in Possession as Borrowers, and DDJCM and the LL Entities as Lenders, providing for a $7.5 million revolving credit facility, as same may be amended, modified, or supplemented from time to time.
2.1.47. DIP Facility Claims. Claims arising under the DIP Facility Agreement.
2.1.48. DIP Facility Order. The order finally approving and authorizing the Debtors in Possession to enter into and perform the DIP Facility Agreement.
2.1.49. DIP Lenders. The lenders under the DIP Facility, consisting of DDJCM and the LL Entities.
2.1.50. Disputed Administrative Claim. Any Administrative Claim that is not an Allowed Administrative Claim.
2.1.51. Disputed Claim. All or any part of a Claim other than any Allowed Amount thereof as to which any one of the following applies: (i) no proof of claim has been filed with respect to such Claim, and either (a) the Claim is not listed in the Schedules, or (b) the Claim is listed in the Schedules as unliquidated, disputed, contingent, unknown or in a zero amount, (ii) the Claim is the subject of a timely objection or request for estimation in accordance with the
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Bankruptcy Code, the Bankruptcy Rules, any applicable order of the Bankruptcy Court, or the Plan which is Filed on or before the Claims Objection Deadline, which objection or request for estimation has not been withdrawn or determined by a Final Order, or (iii) the Claim is otherwise treated as a “Disputed Claim” pursuant to this Plan. In addition, prior to the earlier of (i) the Claims Objection Deadline, and (ii) such date as the Bankruptcy Court allows the Claim pursuant to a Final Order, any Claim whose Allowed Amount is not specified under the Plan that is evidenced by a proof of claim shall be deemed a Disputed Claim for purposes of calculating and making any distributions under this Plan if: (a) no Claim corresponding to the proof of claim is listed in the Schedules, (b) the Claim corresponding to the proof of claim is listed in the Schedules as disputed, contingent, unliquidated, unknown, or in a zero amount, (c) the amount of the Claim as specified in the proof of claim exceeds the amount of any corresponding Claim listed in the Schedules as not disputed, not contingent, and liquidated, but only to such extent, or (d) the priority or classification of the Claim as specified in the proof of claim differs from the priority of any corresponding Claim listed in the Schedules.
2.1.52. Disputed Claim or Disputed Class Claim. A Claim of the type specified or in the Class specified that is also a Disputed Claim (i.e., a Disputed Tax Claim is a Tax Claim that is also a Disputed Claim, and a Disputed Class 6 Claim is a Claim classified in Class 6 that is also a Disputed Claim).
2.1.53. Distribution Agent. Reorganized InterDent.
2.1.54. Distribution Date. With respect to any Claim or Interest, the date on which a distribution under the Plan is to be paid. For purposes of making distributions on the “next Distribution Date” with respect to Unclaimed Property or Disputed Claims, the “next Distribution Date” shall be deemed to occur on the one hundred eightieth (180th) day following if it doesn’t otherwise occur sooner.
2.1.55. Effective Date. A date to be agreed upon by the Debtors and the Co-Sponsors and set forth in a notice Filed with the Court as soon as practicable after the conditions set forth in Sections 14.1 and 14.2 of the Plan have been satisfied or waived as provided in the Plan, but in no event later than sixty (60) days after the Confirmation Date; provided, however,
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that the Co-Sponsors, with the consent of the Bank Lenders, may extend the deadline for the Effective Date through and including 180 days after the Confirmation Date by giving written notice of such election to the Debtors and the Committee.
2.1.56. Electing Class 4 Holder. Each Holder of an Allowed Class 4 Claim who elects the Class 4 Stock Alternative.
2.1.57. Estates. The bankruptcy estates of the Debtors created pursuant to section 541 of the Bankruptcy Code.
2.1.58. Excess Cash. EBITDA, (x) less the following: (i) capital expenditures; (ii) cash interest; (iii) cash taxes; (iv) principal payments made to the Holders of the Restructured Senior Secured Claims; and (v) payments made on the Assumed Seller and Earnout Obligations, and (y) plus-or-minus changes in working capital; provided, however, that any capital expenditures and payments made on the Assumed Seller and Earnout Obligations in excess of the following amounts shall be added back to available cash for purposes of determining “Excess Cash” and “Company Liquidity”:
A. Capital Expenditures:
(i) $7.1 million during 2003;
(ii) $9.0 million during 2004;
(iii) $8.0 million during 2005; and
(iv) $8.4 million during 2006.
B. Payments under Assumed Seller and Earnout Obligations:
(i) $3.5 million during 2003;
(ii) $2.5 million during 2004;
(iii) $1.0 million during 2005; and
(iv) $2.0 million during 2006.
Excess Cash shall be subject to changes in working capital. The Reorganized Debtors shall continue to pay their vendors in their usual and customary manner, and shall not accelerate vendor payments as a means to reduce available cash on hand or Excess Cash.
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2.1.59. Excess Cash Due. As of any Excess Cash Payment Date, the Excess Cash measured as of December 31 of any year prior to such Excess Cash Payment Date which has not yet been paid to the Holders of the Restructured Senior Secured Claims under the New Credit Agreement.
2.1.60. Excess Cash Payment Dates. April 30, July 31, October 31 and January 31.
2.1.61. Existing InterDent Common Stock. The shares of common stock of InterDent, outstanding immediately prior to the Effective Date.
2.1.62. Existing Preferred Stock. The shares of convertible preferred stock (and any other preferred stock) of InterDent outstanding immediately prior to the Effective Date.
2.1.63. Exit Facility. A new revolving credit facility of the Reorganized Debtors in the amount of $7.5 million which will take effect on the Effective Date, will pay off the obligations under the DIP Facility, and will include the terms and conditions set forth in Section 8.12 of the Plan.
2.1.64. Fee Applications. Applications of Professional Persons under sections 330, 331 or 503 of the Bankruptcy Code for allowance of compensation and reimbursement of expenses in the Cases.
2.1.65. Fee Claim. A Claim under sections 330 or 503 of the Bankruptcy Code for allowance of compensation and reimbursement of expenses in the Cases.
2.1.66. Filed. Delivered to, received by and entered upon the legal docket by the Clerk of the Bankruptcy Court. “File” shall have a correlative meaning.
2.1.67. Final Order. A judgment, order, ruling or other decree issued and entered by the Bankruptcy Court or by any state or other federal court or other tribunal as to which no appeal, petition for certiorari, or other proceedings for reargument or rehearing shall then be pending or as to which any right to appeal, petition for certiorari, reargue, or rehear shall have been waived in writing in form and substance satisfactory to the Debtors, the Co-Sponsors and the Bank Lenders, or, in the event that an appeal, writ of certiorari, or reargument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court or other applicable court shall have been affirmed by the highest court to which such order or judgment was appealed, or certiorari,
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reargument, or rehearing has been denied, and the time to take any further appeal, petition for certiorari, or move for reargument or rehearing shall have expired.
2.1.68. Holder. The beneficial owner of any Claim or Interest.
2.1.69. Initial New Common Stock Issuance. The number of shares of New Class A Common Stock to be issued under the Plan as of the Effective Date, which will represent one hundred percent (100%) of the New Common Stock to be issued under the Plan prior to the exercise of: (a) the conversion rights under the New Preferred Stock; (b) the New Warrants; (c) the Class 6 Warrants; and (d) any stock options granted to management by the Reorganized Debtors.
2.1.70. Interest. (A) Any equity security or interest of or in any Debtor within the meaning, of Section 101(16) of the Bankruptcy Code, including, without limitation, any equity interest in any of the Debtors, whether in the form of common or preferred stock, stock options, warrants, partnership interests, membership interests, or any other equity security or interest, and includes, without limitation, any equity interest based on Existing InterDent Common Stock, Existing InterDent Preferred Stock or on any common stock of any other Debtor, and (B) the legal, equitable, contractual and other rights, whether fixed or contingent, matured or unmatured, disputed or undisputed, of any Person to purchase, sell, subscribe to, or otherwise acquire or receive (directly or indirectly) any of the foregoing.
2.1.71. Investor Qualification Materials. Investor qualification materials, which shall be substantially in a form to be Filed and served by the Debtors upon the Persons they believe may be Holders of Allowed Class 6 Claims at least twenty (20) days prior to the Confirmation Hearing, evidencing the satisfaction by a Holder of an Allowed Class 6 Claim of all applicable investor qualification requirements under any “private placement” exemption from federal or state securities law registration on which Reorganized InterDent may rely in connection with the issuance of the Class 6 Warrants and the New Class A Common Stock issuable upon exercise thereof.
2.1.72. ISC. InterDent Service Corporation, a Washington corporation.
2.1.73. LLCP. Levine Leichtman Capital Partners II, L.P.
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2.1.74. LL Entities. LLCP, PSLLC and/or any of their Affiliates (each singularly being an “LL Entity”).
2.1.75. LL Entities Allowed Secured Claim. The sum of the amounts set forth in Section 6.1.3.
2.1.76. Minimum Company Liquidity. The amount of $8 million.
2.1.77. New Class A Common Stock. The new Class A Common Stock of Reorganized InterDent issued from and after the Effective Date, which shall be governed by the Amended and Restated InterDent Certificate of Incorporation and shall represent all of the New Common Stock other than that issued or issuable upon the conversion of the New Preferred Stock.
2.1.78. New Class B Common Stock. The new Class B Common Stock of Reorganized InterDent issuable upon the conversion of the New Preferred Stock, which shall be governed by the Amended and Restated InterDent Certificate of Incorporation. The rights and privileges of the New Class B Common Stock shall be identical to those of the New Class A Common Stock except that: (i) certain matters shall require the approval of the holders of the New Class B Common Stock and the New Preferred Stock voting as a class; (ii) the holders of the New Class B Common Stock, voting as a class together with the holders of the New Preferred Stock shall have the right to elect a majority of the Board of Directors of Reorganized InterDent; and (iii) on all matters on which holders of the New Class A Common Stock and New Class B Common Stock shall vote as a single class of common stock, each share of New Class B Common Stock shall be entitled to a vote equal to that of 1.25 shares of New Class A Common Stock. No New Class B Common Stock shall be issued, other than upon conversion of the New Preferred Stock.
2.1.79. New Common Stock. Collectively, the New Class A Common Stock and the New Class B Common Stock.
2.1.80. New Credit Agreement. The documentation in the form to be included as Attached to the Plan Documentary Supplement as an Exhibit, which will set forth the terms and conditions under which the Restructured Senior Secured Claims will be satisfied and which will include, among other provisions, the provisions described in Section 6.1.1 of this Plan.
14
2.1.81. New Preferred Stock. The new convertible preferred stock of Reorganized InterDent that will be issued pursuant to the Amended and Restated InterDent Certificate of Incorporation on and after the Effective Date. The New Preferred Stock will include, inter alia, the following terms:
A. Preference
Right. The New Preferred Stock
shall be entitled to a liquidation preference equal to the sum of the DDJCM
Allowed Secured Claim and the LL Entities Allowed Secured Claim, plus all
accumulated and unpaid dividends;
B. Dividends. The New Preferred Stock shall accumulate dividends at the rate of five percent (5%) per annum. However, all dividends shall be accumulated and unpaid until the Restructured Senior Secured Claims are paid in full in accordance with the terms of the New Credit Agreements;
C. Conversion Rights. The New Preferred Stock shall be convertible into shares of New Class B Common Stock comprising 73.8% of the New Common Stock, exclusive of New Class A Common Stock issued or issuable under the New Warrants, and any options granted to management;
D. Voting Rights. Prior to conversion, each share of New Preferred Stock will have voting rights equal to 1.25 times the number of shares of the New Class B Common Stock into which such New Preferred Stock is convertible; and the holders of the New Preferred Stock, voting as a class with the holders of New Class B Common Stock, will have the right to elect a majority of all directors and to vote as a class on certain matters. On all matters on which the New Preferred Stock and New Class B Common Stock vote as a class, each share of New Class Preferred Stock shall have a vote equal to the number of shares of New Class B Common Stock into which it is convertible; and
E. Anti-Dilution Rights. As provided in the Amended and Restated InterDent Certificate of Incorporation.
In addition to the foregoing rights, the New Preferred Stock shall have such additional rights and restrictions as are customary for securities of this nature.
15
2.1.82. New InterDent Securities. Collectively, the New Common Stock, the New Preferred Stock, the New Warrants and the Class 6 Warrants.
2.1.83. New Shareholders’ Agreement. A shareholders’ agreement among Reorganized InterDent and all of its shareholders in the form of Attached to the Plan Documentary Supplement as an Exhibit.
2.1.84. New Warrant Agreements. Collectively, the Class 1.3 Warrant Agreement and the Class 6 Warrant Agreement.
2.1.85. New Warrants. Warrants to purchase shares of New Class A Common Stock, to be subject to certain transfer restrictions, representing up to 16.5% of the New Common Stock of Reorganized InterDent (calculated as if all New Preferred Stock was converted into New Class B Common Stock, but before the exercise of any management stock options), at a price per share equal to the Warrant Exercise Price, exercisable immediately upon the Effective Date for a period of seven (7) years from and after the Effective Date, to be issued by Reorganized InterDent pursuant to the Class 1.3 Warrant Agreement. This Class 1.3 Warrant Agreement shall include terms: (a) precluding any cashless exercise of the New Warrants except upon the sale by Reorganized InterDent of equity securities or the sale of substantially all of Reorganized InterDent’s assets; (b) providing blocking rights with respect to any sale of Reorganized InterDent for six months after the Effective Date, with no sale blocking rights whatsoever thereafter; (c) providing tag-along rights for the warrant holder with respect to any sale of New Preferred Stock or any New Common Stock into which it is converted by DDJCM and “drag-along” rights in favor of DDJCM, in the event of any proposed sale of New Preferred Stock or New Class B Common Stock by DDJCM after expiration of the six-month blocking period with respect to any sale by the holder of the New Warrants; and (d) standard anti-dilution protection (including, but not limited to, protection against equity issuances at below fair market value, but excluding protection for shares of New Class A Common Stock issued pursuant to any management option plan).
2.1.86. Non-Qualified Holder. Any Holder of an Allowed Class 6 Claim other than a Qualified Holder.
16
2.1.87. 1999 Credit Agreement. Collectively: (A) That certain Amended And Restated Credit Agreement dated as of June 15, 1999 among BNY Asset Solutions, as a non-lender administrative agent for JP Morgan Chase Bank, U.S. Bank National Association, Fleet Capital Corporation, BIII-A Capital Partners, L.P., BIV Capital Partners, L.P., State Street Bank & Trust and an LL Entity (the “1999 Lender Group”), JP Morgan Chase Bank as syndication agent for the 1999 Lender Group, with ISC, as “Borrower” and InterDent, as “Guarantor”; (B) all promissory notes evidencing the indebtedness incurred under the Amended and Restated Credit Agreement described in clause (A) above; (C) all agreements, documents, and instruments pursuant to which any interest in collateral was granted or purported to be granted, created, evidenced, or perfected in connection with such Amended and Restated Credit Agreement, including, without limitation, all security agreements, pledge agreements, assignments, financing statements and similar documents; (D) all guarantees with respect to such Amended and Restated Credit Agreement and ancillary agreements as to which any holder of any of the obligations evidenced by any of the foregoing is a party or a beneficiary; and (E) all other agreements, guarantees, instruments, documents, and certificates delivered in connection with any of the foregoing, all as any of the documents described in clauses (A) – (E) may have been amended, restated, supplemented, or otherwise modified from time to time prior to the Effective Date.
2.1.88. Person. An individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority, governmental unit, Committee or other entity of whatever nature.
2.1.89. Petition Date. The date on which each Debtor filed its petition for relief under Chapter 11 of the Bankruptcy Code, i.e. May 9, 2003.
2.1.90. PIK Fees. Paid-In-Kind Fees accruing under the terms of the Senior Secured Credit Agreements, as defined in those Agreements.
2.1.91. Plan. The Joint Plan of Reorganization as set forth herein, together with the Exhibits thereto and the Plan Documents, as the same may be amended or modified from time to time in accordance with Section 16.1 of this Plan.
17
2.1.92. Plan Documentary Supplement. A supplement to this Plan, containing various documents relating to the implementation of the Plan, to be Filed with the Bankruptcy Court no later than ten (10) Business Days prior to the commencement of the hearing on confirmation of the Plan, as said supplement may be amended from time to time at any time prior to the Effective Date with the consent of the Debtors, the Co-Sponsors and the Lenders.
2.1.93. Plan Documents. Collectively, the Amended and Restated InterDent Certificate of Incorporation; the Amended and Restated ISC Articles of Incorporation; the Amended and Restated By-Laws, the New Credit Agreement; the New Shareholder Agreement; the New Warrant Agreements; and any other documents required by the Plan or determined by the Co-Sponsors, the Bank Lenders and the Debtors to be necessary or advisable to implement the Plan. The Plan Documents shall be in form and content acceptable to the Co-Sponsors, the Bank Lenders, and the Debtors. Final or near-final versions of the Plan Documents shall be filed with the clerk of the Bankruptcy Court as part of the Plan Documentary Supplement as early as practicable (but in no event later than ten (10) Business Days prior to the commencement of the hearing on confirmation of the Plan or on such other date as the Bankruptcy Court may establish).
2.1.94. Priority Claim. Any Claim, other than an Administrative Claim or a Tax Claim, to the extent entitled to priority under Section 507(a) of the Bankruptcy Code.
2.1.95. Pro Rata. Proportionately, so that with respect to any distribution in respect of any Allowed Claim, the ratio of (a)(i) the amount of property distributed on account of such Allowed Claim to (ii) the amount of such Allowed Claim, is the same as the ratio of (b)(i) the amount of property distributed on account of all Allowed Claims of the Class or Classes sharing in such distribution to (ii) the amount of all Allowed Claims in such Class or Classes.
2.1.96. Professional Fees. All Allowed Claims for compensation and for reimbursement of expenses under Sections 328, 330 and/or 503(b) of the Bankruptcy Code.
2.1.97. Professional. A Person or Entity (a) employed by the Debtors in Possession or the Committee pursuant to a Final Order in accordance with Sections 327 and 1103 of the Bankruptcy Code and to be compensated for services rendered prior to the Effective Date, pursuant to Sections 327, 328, 3291 330 and 331 of the Bankruptcy Code, or (b) for which
18
compensation and reimbursement has been allowed by the Bankruptcy Court pursuant to Section 503(b) of the Bankruptcy Code.
2.1.98. PSLLC. Pleasant Street Investors, LLC, a California limited liability company and an Affiliate of LLCP, its sole member.
2.1.99. Qualified Holder. Any Holder of an Allowed Class 6 Claim determined by the Debtors, based on Investor Qualification Materials, that such Holder satisfies all applicable investor qualification requirements under any “private placement” exemption from federal or state securities law registration on which Reorganized InterDent may rely in connection with the offer and sale of the Class 6 Warrants and the New Class A Common Stock issuable upon exercise thereof.
2.1.100. Reorganized Debtors. The Debtors, as reorganized under the terms of the Plan on and after the Effective Date, and any successors thereto by merger, consolidation, acquisition, or otherwise.
2.1.101. Reorganized InterDent. InterDent, as reorganized on and after the Effective Date.
2.1.102. Reorganized ISC. ISC, as reorganized on and after the Effective Date.
2.1.103. Restructured Senior Secured Claims. The aggregate Allowed Secured Claims of the Bank Lenders, as determined in accordance with Section 6.1.1 of this Plan and any and all accrued and unpaid interest, fees, costs, charges and any other amounts which become due and owing under the New Credit Agreement following the Effective Date.
2.1.104. Schedules. The schedules of assets and liabilities and list of equity security holders Filed by the Debtors, as required by section 521(1) of the Bankruptcy Code, Bankruptcy Rules 1007(a)(3) and (b)(1), and Official Bankruptcy Form No. 6, as amended from time to time.
2.1.105. Secured Claim. Any Claim, including interest, fees, costs, and charges to the extent allowable pursuant to Bankruptcy Code section 506(b) and the Plan, that is secured by a valid and unavoidable Lien on property in which the Debtors have, or any of them or any Estate has, an interest or that is subject to recoupment or setoff under Section 553 of the Bankruptcy
19
Code, to the extent of the value of such Holder’s interest in the Debtors’, any Debtor’s or any Estate’s interest in the property, determined pursuant to Section 506(a) of the Bankruptcy Code.
2.1.106. Senior Secured Credit Agreements. Collectively, the 1999 Credit Agreement and the 2000 Credit Agreement.
2.1.107. Senior Secured Lenders. All Creditors holding Senior Secured Claims.
2.1.108. Senior Secured Claims. All Claims arising under the Senior Secured Credit Agreements.
2.1.109. Senior Subordinated Note Agreement. Collectively: (A) That certain Securities Purchase Agreement dated as of June 15, 2000, originally entered into by and among Gentle Dental Service Corporation, a Washington Corporation, Gentle Dental Management, Inc., the guarantors therein, and an LL Entity; (B) all ancillary agreements as to which any holder of any of the obligations evidenced by the foregoing Securities Purchase Agreement is a party or beneficiary; and (C) all other agreements, guarantees, instruments, documents and certificates delivered in connection with any of the foregoing, all as any of the documents described in clauses (A) – (C) may have been amended, restated, supplemented, or otherwise modified from time to time prior to the Effective Date.
2.1.110. Senior Subordinated Note Holders. Creditors holding Senior Subordinated Notes.
2.1.111. Senior Subordinated Notes. The 12.5% Senior Subordinated Notes due 2005 issued pursuant to the Senior Subordinated Note Agreement.
2.1.112. Strike Price Value. The dollar amount which remains after subtracting the following amounts from $110 million, all as determined as of the Effective Date: (a) the aggregate amount of the Restructured Senior Secured Claims; (b) the aggregate amount of the Assumed Seller and Earnout Obligations; (c) the aggregate amount of the Allowed Secured Capital Lease Claims in Classes 2.1 – 2.17 and any other Allowed Secured Claims in Class 2.18; and (d) the aggregate amount of any other permanent or fixed term (but not any balance owing on any revolving credit facility) financing or borrowing entered into after the Petition Date that is not fully satisfied on or promptly after the Effective Date.
20
2.1.113. Tax. Any tax, charge, fee, levy, impost or other assessment by any federal, state, local or foreign taxing authority, including, without limitation, income, excise, property, sales, transfer, employment, payroll, franchise, profits, license, use, ad valorem, estimated, severance, stamp, occupation and withholding tax. “Tax” shall include any interest or additions attributable to, or imposed on or with respect to such assessments.
2.1.114. Tax Claim. Any Claim for any Tax to the extent that it is entitled to priority in payment under Section 507(a)(8) of the Bankruptcy Code.
2.1.115. 2000 Credit Agreement. Collectively: (A) That certain Credit Agreement dated as of March 31, 2000 (the “2000 Credit Agreement”) among BNY Assets Solutions as a non-lender administrative agent for JP Morgan Chase Bank, BIV Capital Partners, L.P., and an LL Entity (the “2000 Lender Group”), and JP Morgan Chase Bank, as syndication agent for the 2000 Lender Group, with ISC, as “Borrower” and InterDent, as “Guarantor”; (B) all promissory notes evidencing the indebtedness incurred under the Amended and Restated Credit Agreement described in clause (A) above; (C) all agreements, documents, and instruments pursuant to which any interest in collateral was granted or purported to be granted, created, evidenced, or perfected in connection with such Amended and Restated Credit Agreement, including, without limitation, all security agreements, pledge agreements, assignments, financing statements and similar documents; (D) all guarantees with respect to such Amended and Restated Credit Agreement and ancillary agreements as to which any holder of any of the obligations evidenced by any of the foregoing is a party or a beneficiary; and (E) all other agreements as to which any holder of any of the obligations evidenced by any of the foregoing is a party or a beneficiary and all other agreements, guarantees, instruments, documents, and certificates delivered in connection with any of the foregoing, all as any of the documents described in clauses (A) – (E) may have been amended, restated, supplemented, or otherwise modified from time to time prior to the Effective Date.
2.1.116. Unclaimed Property. All Cash and New Class A Common Stock deemed to be “Unclaimed Property” pursuant to Sections 9.6 and 9.7 of the Plan.
2.1.117. Unsecured Claim. A Claim against any Debtor that is not (a) a Secured Claim, (b) an Administrative Claim, (c) a Tax Claim or (d) a Priority Claim.
21
2.1.118. Warrant Exercise Price. The dollar amount which results from dividing the Strike Price Value by the Base New Common Stock Amount.
2.2. Rules of Construction. For purposes of this Plan, unless otherwise provided herein, (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, will include both the singular and the plural; (b) each pronoun stated in the masculine, feminine or neuter includes the masculine, feminine and neuter; (c) any reference in this Plan to an existing document or schedule filed or to be filed means such document or schedule, as it may have been or may be amended, modified or supplemented pursuant to this Plan; (d) any reference to an entity as a holder of a Claim or Interest includes that entity’s successors and assigns; (e) all references in this Plan to Sections, Articles and Exhibits are references to Sections, Articles and Exhibits of or to this Plan; (f) the words “herein,” “hereunder” and “hereto” refer to this Plan in its entirety rather than to a particular portion of this Plan; and (g) unless otherwise provided in the Plan, any reference in the Plan to a contract, instrument, release, indenture, agreement, or other document being in a particular form or on particular terms and conditions means that such document shall be substantially and materially in such form or substantially and materially on such terms and conditions; (iii) any reference in the Plan to a document, schedule, or exhibit to the Plan, Plan Documentary Supplement, or Disclosure Statement Filed or to be Filed means such document, schedule, or exhibit, as it may have been or may be amended, modified, or supplemented; and (vii) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the extent such rules are not inconsistent with the express terms of the Plan or any other provision in this Section 2.2.
2.3. Plan Documentary Supplement. Forms or summaries of certain documents referred to herein will be contained in a separate Plan Documentary Supplement, which the Debtors shall file with the Bankruptcy Court and may amend from time to time with the consent of the Co-Sponsors and the Bank Lenders, prior to the Effective Date. A copy of the Plan Documentary Supplement may be obtained from counsel for the Debtors, at the address set forth in Section 17.6 of the Plan, upon written request.
22
2.4. Exhibits. All Exhibits to the Plan and all documents contained in the Plan Documentary Supplement are incorporated into and are a part of the Plan as if set forth in full herein.
JOINT PLAN; NO SUBSTANTIVE CONSOLIDATION
This Plan, although proposed jointly, constitutes a separate plan proposed by each of the Debtors. The Debtors respective Chapter 11 estates remain legally separate. Each Debtor is only assuming liability under the Plan for the claims properly chargeable to such Debtor and for no others. Accordingly, except as expressly provided herein, the classifications set forth below shall be deemed to apply separately with respect to each Plan proposed by each Debtor.
UNCLASSIFIED CLAIMS
As required by the Code, the Plan places claims and interests into various Classes according to their right to priority. However, certain types of claims are not classified in any Classes under the Plan. These claims are deemed “unclassified” under the provisions of the Code. They are not considered impaired and they do not vote on the Plan, because they are automatically entitled to specific treatment provided for them in the Code. As such, the Debtors have not placed the following claims in a class. The treatment of these unclassified claims is as provided below.
4.1. Administrative Claims. Administrative Claims are claims for the expenses of administering the Debtors’ Cases that are allowed under Code section 507(a)(1). The Code requires that all Administrative Claims be paid on the Effective Date of the Plan, unless a particular claimant agrees to a different treatment. The treatment of Administrative Claims is as described below.
4.1.1. DIP Facility Claims. On the Effective Date, the DIP Facility Claims shall be paid in full out of the proceeds of the Exit Facility or cash on hand.
4.1.2. Other Administrative Claims.
A. Payment Generally. Except to the extent that the Holder of an Allowed Administrative Claim agrees to a different treatment, and subject to the bar dates for
23
Administrative Claims set forth in the following Sections, the Distribution Agent shall pay each Allowed Administrative Claim in full, in Cash, on the later of (i) the Effective Date, (ii) within ten (10) Business Days after the date such Administrative Claim becomes an Allowed Administrative Claim, or (iii) the date such Allowed Administrative Claim becomes due according to its terms. Notwithstanding the foregoing, any Allowed Administrative Claim representing obligations incurred in the ordinary course of post-petition business by the Debtors in Possession (including without limitation post-petition trade obligations and routine post-petition payroll obligations) shall be paid in full or performed by the Reorganized Debtors in the ordinary course of business, in accordance with the terms of the particular obligation.
B. Administrative Claims Bar Date.
(i) General Administrative Claims Bar Date. All applications for final compensation of Professionals for services rendered and for reimbursement of expenses incurred on or before the Effective Date and all other requests for payment of Administrative Claims incurred before the Effective Date under sections 507(a)(1) or 507(b) of the Bankruptcy Code (except only for (i) post-petition, ordinary course trade obligations and routine post-petition payroll obligations incurred in the ordinary course of the Debtors’ post-petition business, for which no bar date shall apply, and (ii) post-petition tax obligations, for which the bar date described in the following Section shall apply) shall be Filed with the Bankruptcy Court and served upon the Reorganized Debtors and the Co-Sponsors no later than sixty (60) days after the Effective Date (the “General Administrative Claims Bar Date”), unless such date is extended by the Bankruptcy Court after notice to the Reorganized Debtors and the Co-Sponsors. Any such request for payment of an Administrative Claim that is subject to the General Administrative Claims Bar Date and that is not Filed and served on or before the General Administrative Claims Bar Date shall be forever barred; any party that seeks payment of Administrative Claims that (i) is required to file a request for payment of such Administrative Claims and (ii) does not file such a request by the deadline established herein shall be forever barred from asserting such Administrative Claims against the Debtors, the Reorganized Debtors, their estates, or any of their property.
24
(ii) Administrative Tax Claims Bar Date. All requests for payment of Administrative Claims by a governmental unit for Taxes (and for interest and/or penalties related to such Taxes) for any tax year or period, all or any portion of which occurs or falls within the period from and including the Petition Date through and including the Effective Date (“Tax Administrative Claims”) and for which no bar date has otherwise previously been established, must be filed and served on the Reorganized Debtors and the Co-Sponsors on or before the later of (i) sixty (60) days following the Effective Date; and (ii) 180 days following the filing of the tax return for such taxes for such tax year or period with the applicable governmental unit. Any Holder of any Tax Administrative Claims that is required to file a request for payment of such taxes and does not file and properly serve such a request by the applicable bar date shall be forever barred from asserting any such Tax Administrative Claims against the Debtors, Reorganized Debtors, their estates, or their property.
4.2. Priority Tax Claims. Priority Tax Claims are certain unsecured income, employment and other taxes described by Code Section 507(a)(8). The Code requires that each holder of such a section 507(a)(8) priority tax claim receive the present value of such claim in deferred cash payments, over a period not exceeding six (6) years from the date of the assessment of such tax. The total claims of this nature are estimated to be approximately $ . At the election of the Debtors, the Holder of each Allowed Priority Tax Claim shall be entitled to receive, on account of such Claim, (i) equal cash payments on the last Business Day of each three-month period following the Effective Date, during a period not to exceed six years after the assessment of the Tax on which such Claim is based, totaling the principal amount of such Claim plus simple interest on any unpaid balance from the Effective Date, calculated at the interest rate available on ninety (90) day United States Treasuries on the Effective Date, (ii) such other treatment agreed to by the Holder of the Allowed Priority Tax Claim and the Debtors (or the Reorganized Debtors), provided such treatment is on more favorable terms to the Debtors (or the Reorganized Debtors after the Effective Date) than the treatment set forth in clause (i) hereof, or (iii) payment of the full Allowed Priority Tax Claim in Cash.
25
CLASSIFICATION OF CLAIMS AND INTERESTS
5.1. General Overview. As required by the Code, the Plan places claims and interests into various Classes according to their right to priority and other relative rights. The Plan specifies whether each Class of claims or interests is impaired or unimpaired, and the Plan sets forth the treatment each Class will receive. The table below lists the Classes of Claims established under the Plan and states whether each particular Class is impaired or left unimpaired by the Plan. A Class is “unimpaired” if the Plan leaves unaltered the legal, equitable and contractual rights to which the Holders of claims or interests in the Class are entitled, with certain exceptions specified in the Bankruptcy Code.
|
Class |
|
Claimants |
|
Impaired
or |
|
Class 1.1 |
|
Senior Secured Claims of the Bank Lenders |
|
Impaired |
|
|
|
|
|
|
|
Class 1.2 |
|
Senior Secured Claims of the DDJCM Entities |
|
Impaired |
|
|
|
|
|
|
|
Class 1.3 |
|
Senior Secured Claims of the LL Entities |
|
Impaired |
|
|
|
|
|
|
|
Class 2.1 |
|
BA Capital as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.2 |
|
Professional Leasing Services as the holder Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.3 |
|
Mid Am Credit Corp as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.4 |
|
Mid Am Credit Corp as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.5 |
|
Mid Am Credit Corp as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.6 |
|
HPSC as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.7 |
|
CURRA Acceptance Corp as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.8 |
|
CURRA Acceptance Corp as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.9 |
|
CURRA Accept Corp as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.10 |
|
LINC Capital, Inc., as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.11 |
|
LINC Capital, Inc. as of the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
26
|
Class |
|
Claimants |
|
Impaired
or |
|
Class 2.12 |
|
DVI Capital as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.13 |
|
DVI Capital as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.14 |
|
DVI Capital as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.15 |
|
DVI Capital as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.16 |
|
DVI Capital as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.17 |
|
DVI Capital as the holder of an Allowed Secured Capital Lease Claim |
|
Impaired |
|
|
|
|
|
|
|
Class 2.18 |
|
Other Allowed Secured Claims not classified in Class 1 or Classes 2.1-2.17 |
|
Impaired |
|
|
|
|
|
|
|
Class 3 |
|
Allowed Priority Claims that fall within Code Sections 507(a)(3), (4), (5), (6), and (7) |
|
Unimpaired |
|
|
|
|
|
|
|
Class 4 |
|
Allowed Unsecured Claims not classified in Class 5 or Class 6 |
|
Impaired |
|
|
|
|
|
|
|
Class 5 |
|
Senior Subordinated Note Claims |
|
Impaired |
|
|
|
|
|
|
|
Class 6 |
|
Convertible Subordinated Note Claims |
|
Impaired |
|
|
|
|
|
|
|
Class 7 |
|
Existing Preferred Stock Interests |
|
Impaired |
|
|
|
|
|
|
|
Class 8 |
|
Existing InterDent Common Stock Interests |
|
Impaired |
|
|
|
|
|
|
|
Class 9 |
|
Interests of InterDent as holder of all of the common stock of ISC |
|
Impaired |
PROVISIONS FOR THE TREATMENT OF CLAIMS AND INTERESTS
6.1. Class 1. Class 1 is comprised of Allowed Secured Claims under the Senior Secured Credit Agreements. The Claims held by the Class 1 Creditors are secured by a first priority lien against substantially all assets of the Debtors. None of the Class 1 Creditors qualify as “insiders” of the Debtors as that term is defined in 11 U.S.C. § 101. The Holders of Claims in Class 1 have consented to the different treatment of such claims specified below and, accordingly, such different treatment is permitted under section 1123(a)(4) of the Bankruptcy Code. That treatment is as follows:
27
6.1.1. Class 1.1 — Bank Lenders. The Allowed Secured Claim of each Bank Lender shall be paid in full over a period of three (3) years from the Effective Date subject to, and in accordance with, the New Credit Agreement. The terms and conditions of such payment shall include the following:
A. Allowed Amounts of Bank Lender Claims. The Allowed Secured Claims of the Bank Lenders shall be equal to the sum of: (i) the principal balance on their Senior Secured Claims and any accrued but unpaid interest thereon owed as of the Petition Date, less a $200,000 principal amortization payment which is payable as soon as practicable following the entry of an adequate protection order of the Court in connection with the approval of the DIP Facility (but only if, and to the extent, such amount is paid); (ii) accrued PIK Fees and interest thereon through the Petition Date; (iii) all accrued and unpaid interest from the Petition Date through the Effective Date; and (iv) subject to section 506(b) of the Bankruptcy Code, all accrued and unpaid fees, costs and charges provided for under the Senior Secured Credit Agreements (other than post-Petition Date PIK Fees) through the Effective Date. For purposes of determining the Bank Lender’s Allowed Claim (in this Section 6.1.1.A.), while post-petition interest will have accrued at the non-default contract rate under the applicable Senior Secured Credit Agreement (x) each of the Bank Lenders will be deemed to have waived its post-petition interest in excess of the prime rate of interest as published in the Wall Street Journal plus two and one half percent (2.5%) for the first one hundred and eight (180) days of the Cases if, and when, this Plan is confirmed and the Effective Date occurs, and (y) all Cash payments of post-petition interest will be credited against the foregoing amount.
B. Interest Rate. From and after the Effective Date, the Restructured Senior Secured Claims (exclusive of post-Effective Date interest, fees and charges that are not past due) shall bear interest at two and one-half percentage points (2.5%) over the prime rate of interest as published in the Wall Street Journal, or, at the option of the Reorganized Debtors, four percentage points (4%) in excess of the sixth-month LIBOR rate as published in [ ;]
28
C. Application of Proceeds of Exercise of Class 6 Warrants. If, and to the extent that, any Holder of Convertible Subordinated Notes in Class 6 exercises its right(s) under its Pro Rata share of the Class 6 Warrants to acquire shares of New Class A Common Stock (as provided for in Section 6.6 of the Plan), the cash proceeds from any such exercise shall be applied against the principal amount of the Restructured Senior Secured Claims in inverse order of maturity.
D. Debt Service. From and after the Effective Date, the Holders of the Restructured Senior Secured Claims shall receive monthly payments equal to the interest accruing on the unpaid balance of the Restructured Senior Secured Claims. In addition to the payments set forth in Section 6.1.1.C. and 6.1.1.E. of the Plan, the Holders of the Restructured Senior Secured Claims shall receive a Pro Rata share of the following principal payments:
|
Payment Date |
|
Payment Amount |
|
|
|
|
$ |
200,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1,250,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1,250,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1,250,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1,250,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1,500,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1,500,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1,500,000 |
|
|
|
|
|
|
|
|
|
|
$ |
1,500,000 |
|
|
|
|
|
|
|
|
|
|
$ |
2,000,000 |
|
|
|
|
|
|
|
|
|
July 1, 2006 (if prior to the date that is three years from the Effective Date) |
|
$ |
2,000,000 |
|
|
|
|
|
|
|
|
October 1, 2006 (if prior to the date that is three years from Effective Date) |
|
$ |
2,000,000 |
|
|
|
|
|
|
|
|
Three years from the Effective Date |
|
Unpaid Balance Owed |
|
|
E. Application of Excess Cash to Principal Amortization of Restructured Senior Secured Claims. Excess Cash for each year shall be measured as of December 31 of that
29
year, commencing with the year in which the Effective Date occurs, until the maturity date provided in subsection H. below; provided that for 2003, the period measured shall be April 1 to December 31, 2003. The Reorganized Debtors shall provided reports of Excess Cash to the Holders of the Restructured Senior Secured Claims pursuant to audited financial statements and the reporting package delivered on or before April 30 of the year following the year for which Excess Cash is calculated. On each Excess Cash Payment Date following December 31 of a year for which Excess Cash is determined, the Reorganized Debtors shall pay to the Holders of the Restructured Senior Secured Claims an amount equal to the lesser of: (x) the Excess Cash Due for any prior year; and (y) the amount by which Company Liquidity exceeds Minimum Company Liquidity (determined as of the immediately preceding quarter end). Any Excess Cash Due not paid on such date shall be deferred to the next Excess Cash Payment Date.
F. Discount of PIK Fee for Early Payment of Restructured Senior Secured Claims. If the Restructured Senior Secured Claims are paid in full on or before any payoff date specified below, the accrued PIK Fees that are included in the Restructured Senior Secured Claims shall be discounted and waived by the percentage of such PIK Fees listed below, and the amount necessary to pay off the Restructured Senior Secured Claims in full at that payoff date shall be determined by deducting the discounted and waived PIK Fees set forth below from the aggregate amount of the unpaid Restructured Senior Secured Claims:
|
Payoff Off Date |
|
Discount |
|
|
Prior to the ninth (9th) month after the Effective Date |
|
100 |
% |
|
|
|
|
|
|
From the ninth (9th) month after the Effective Date through the fifteenth (15th) month after the Effective Date |
|
75 |
% |
|
|
|
|
|
|
From sixteenth (16th) month after the Effective Date through the twenty-fourth (24th) month after the Effective Date |
|
50 |
% |
|
|
|
|
|
|
From the twenty-fifth (25th) month after the Effective Date through the thirtieth (30th) month after the Effective Date |
|
25 |
% |
|
|
|
|
|
|
After the thirtieth (30th) month after the Effective Date |
|
0 |
% |
G. Capital Expenditures Covenant. Until the Restructured Senior Secured Claims are paid in full, the Reorganized Debtors shall be prohibited from making capital
30
expenditures in excess of the following amounts in the following years: (a) $7,100,000 during 2003; (b) $9,000,000 during 2004; (c) $8,000,000 during 2005; and (d) $8,400,000 during 2006.
H. Maturity Date. The Restructured Senior Secured Claims shall be paid in full, subject to the PIK Fee discounts, on or before the third anniversary date of the Effective Date.
I. Covenants. In addition to the Capital Expenditure Covenant (set forth in Section 6.1.1.G.), the covenants specified in Exhibit ”A” hereto shall be included in the New Credit Agreement. Covenants shall be set off of the Debtors’ Business Plan delivered to the Bank Lenders and other Class 1 Clam holders by October 31, 2003, and reporting for all covenants shall be pursuant to quarter-end statements delivered on the forty-fifth (45th) day following the quarter end. All of the financial covenants shall apply as and after January 1, 2004 (with the testing period to begin March 31, 2004), and shall be set at 85% of the Debtors’ Business Plan other than maximum capital expenditures which shall be set at 100% of the Debtors’ Business Plan. Notwithstanding the foregoing, the EBITDA financial covenants shall also apply as and after the Effective Date through the portion of the year 2003 which remains after the Effective Date with such EBITDA financial covenants to be fixed at 75% of Business Plan (with a testing period at December 31, 2003).
J. Lien Rights. The Restructured Senior Secured Claims shall continue to be secured by a first priority lien on all assets of the Reorganized Debtors after the Effective Date, which shall rank pari passu with the first priority lien granted to secure the Exit Facility.
K. Prepayment Right. The Reorganized Debtors shall have the right to prepay the Restructured Senior Secured Claims at any time, without penalty.
L. Cancellation of Senior Secured Credit Agreements. The Senior Secured Credit Agreements (including, without limitation, any related notes in favor of the Senior Secured Lenders) shall be cancelled as of the Effective Date.
M. Continued Effectiveness of Subordination Agreements. Except for any contractual subordination rights that may otherwise exist with respect to Claims of, or the distributions to be made to, Holders of Senior Subordinated Notes under the Plan (which subordination rights are eliminated by this Plan), nothing in this Plan is intended to affect the
31
enforceability of any subordination agreement entered into prior to the Effective Date by any Creditor or group of Creditors in favor of any other Creditor of any Debtor in respect of any obligations owing by any Debtor. Without in any manner limiting the generality of the foregoing, pursuant to section 510 of the Bankruptcy Code, the subordination of certain obligations of the Debtors to sellers of dental practices or others (including, without limitation the Assumed Seller and Earnout Obligations) to the Bank Lenders under the New Credit Agreement, as well as to the lenders under the Exit Facility shall be unaffected by this Plan.
New Preferred Stock issued to the LL Entities shall be convertible into shares of New Class B Common Stock representing thirteen and eight tenths percent (13.8%) of the New Common Stock, subject to certain transfer restrictions and to dilution only by New Class A Common Stock issuable upon exercise of the New Warrants and options granted under any management incentive plan.
The foregoing treatment shall be in full satisfaction of the Class 2 claimants’ Allowed Secured Capital Lease Claims and any Other Allowed Secured Claims.
the Allowed Class 4 Claims of all Electing Class 4 Holders, plus (y) the aggregate amount of the Allowed Class 5 Claims; provided, however, that notwithstanding the foregoing, Electing Class 4 Holders shall not receive, in the aggregate, shares of New Class A Common Stock which constitute in excess of 3% of the Initial New Common Stock Issuance. If the Electing Class 4 Holders would otherwise have received more than three percent (3%) in the aggregate of the Initial New Common Stock Issuance but for the proviso at the end of the prior sentence, then in lieu of the distribution provided in the prior sentence, each Electing Class 4 Holder shall receive (i) a Pro Rata share of three percent (3%) of the Initial New Common Stock Issuance, based on the ratio between such Holder’s Allowed Class 4 Claims and the aggregate Allowed Claims of all Electing Class 4 Holders; and (ii) Cash in an amount equal to the Allowed Claim of that Electing Class 4 Holder multiplied by ten percent (10%) multiplied by the following fraction (a) the numerator shall be (I) the number of shares of New Class A Common Stock which such Holder would have received but for the proviso contained at the end of the prior sentence, minus (II) the number of shares of New Class A Common Stock received by such Electing Class 4 Holder under the preceding clause (i), and (b) the denominator shall be the number of shares of New Class A Common Stock which such Holder would have received but for the proviso contained at the end of the prior sentence. The New Class A Common Stock will be subject to certain transfer restrictions and the Shareholder Agreement.
The foregoing treatment shall be in full satisfaction of the Class 4 claimants’ Allowed Class 4 Claims.
36
Entities and the LL Entities to the termination under the Plan of the Claims and Liens which they hold against ISC under the Senior Secured Credit Agreements, in their capacities as the Holders of Senior Secured Claims. (DDJCM and the LL Entities also shall receive additional consideration under the Plan for their Liens, Claims, the DIP Facility, the Exit Facility and their participation in the formulation of the Plan, as more fully set forth in various Sections of this Plan, including, inter alia, Sections 4.1.1, 6.1.2, 6.1.3, 6.5 and 8.12, 9.2.2 and Article XIII. of the Plan.)
ACCEPTANCE OR REJECTION OF THE PLAN
Many requirements must be met before the Court can confirm a Plan. Some of the requirements include that the Plan must be proposed in good faith, acceptance of the Plan, whether the Plan pays creditors at least as much as creditors would receive in a Chapter 7 liquidation, and whether the Plan is feasible. The requirements described herein are not the only requirements for confirmation.
38
EVEN IF YOUR CLAIM IS OF THE TYPE DESCRIBED ABOVE, YOU MAY STILL HAVE A RIGHT TO OBJECT TO THE CONFIRMATION OF THE PLAN.
MEANS FOR IMPLEMENTING THE PLAN
40
of a corporation under the laws of their respective states of incorporation, and without prejudice to any right to alter or terminate such existence (whether by merger, acquisition, or otherwise) under such applicable state law. Each Reorganized Debtor shall continue to have all corporate powers and rights accorded to the same under the laws of the jurisdiction of its incorporation, its Amended and Restated Articles of or Certificate of Incorporation or Charter and its Amended and Restated By-Laws.
41
Bylaws of each Reorganized Debtor shall be deemed effective as of the Effective Date by virtue of the Confirmation Order, without the need for any corporate, director or stockholder action.
42
the election of all members of the Boards of Directors of the Reorganized Debtors designated pursuant to the Plan; and (g) the execution, delivery and filing of any form required to cause the de-registration of the Existing InterDent Common Stock. All matters provided for under the Plan involving the corporate structure of the Debtors or Reorganized Debtors and any corporate action required by the Debtors or by Reorganized Debtors in connection with the Plan shall be deemed to have occurred and shall be in effect pursuant to the Bankruptcy Code, without any requirement of further action by the shareholders, officers or directors of the Debtors or Reorganized Debtors. On the Effective Date, the appropriate officers of the Reorganized Debtors are authorized and directed to execute and to deliver the Plan Documents and any other agreements, documents and instruments contemplated by the Plan or the Plan Documents in the name and on behalf of the Reorganized Debtors.
43
InterDent Common Stock, the Existing Preferred Stock, the Senior Secured Credit Agreements, the Senior Subordinated Note Agreements, the Senior Subordinated Notes, the Convertible Subordinated Notes Agreement, and the Convertible Subordinated Notes, will be cancelled, and (b) the obligations of, Claims against, and/or Interests in the Debtors under, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing existing Interests and any note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of the Debtors, as the case may be, including, without limitation, the Existing InterDent Common Stock, the Existing Preferred Stock, the Senior Secured Credit Agreements, the Senior Subordinated Note Agreements, the Senior Subordinated Notes, the Convertible Subordinated Notes Agreement, and the Convertible Subordinated Notes, will be released and discharged.
44
Hearing. After receipt of the Investor Qualification Materials, the Debtors shall determine whether all Holders of Allowed Class 6 Claims who submitted Investor Qualification Materials are Qualified Holders. The Debtors’ determination of whether a Holder is a Qualified Holder, if made reasonably and in good faith, shall be final and conclusive. Not later than five (5) days prior to the Confirmation Hearing, the Debtors shall File a statement indicating whether there are any Non-Qualified Holders. No Non-Qualified Holder will be issued any Class 6 Warrants absent determination by the Debtors that there exists with respect to such issuance an appropriate exemption from state and federal securities laws registration.
45
46
DISTRIBUTIONS
49
maintained by the Distribution Agent until such time as the subject distribution becomes deliverable. Nothing contained in the Plan shall require the Reorganized Debtors or any other Person to attempt to locate such Person.
OBJECTIONS TO CLAIMS AND DISPUTED CLAIMS
EXECUTORY CONTRACTS AND UNEXPIRED LEASES
51
objection, the Debtors shall promptly set a hearing on the same, and the assumption or rejection of the affected contract or lease will be delayed until the Court makes a determination on this issue. To the extent that an executory contract or unexpired lease has previously been assumed by a Debtor pursuant to an order of the Court, such assumption shall not be affected by the Plan. The assumption of any contracts or leases pursuant to the provisions of this Section 11.1 shall be only to the extent that such assumed contracts or leases constitute executory contracts and unexpired leases within the meaning of section 365 of the Bankruptcy Code. Inclusion of a matter in any of the foregoing Exhibits ”11.1 A-1” or “11.1 A-2” does not constitute an admission by the Debtors or Reorganized Debtors in that (i) such matter is an executory contract or unexpired lease within the meaning of section 365 of the Bankruptcy Code, (ii) the Debtors must assume such matter in order to continue to receive or retain rights, benefits, or performance thereunder or that any Claim under such matter must be paid or default cured if it is not an executory contract or unexpired lease, or (iii) such matter is a valid contract or lease. Any contract or lease assumed pursuant to this Plan shall be assumed as previously amended or otherwise modified by the parties thereto, whether before or after the Petition Date.
lease will be delayed until the Court makes a determination on this issue. To the extent that an executory contract or unexpired lease has previously been rejected by the Debtors pursuant to an order of the Court, such rejection shall not be affected by the Plan.
53
unexpired lease shall be due and payable on or before the fifteenth (15th) day after the entry of a Final Order fixing the cure amount and then only in the amount fixed by such order.
EFFECT OF CONFIRMATION OF PLAN
54
or Interest: (1) commencing or continuing in any manner any action or other proceeding against the Debtors, the Reorganized Debtors, their successors, or their property; (2) enforcing, attaching, executing, collecting, or recovering in any manner any judgment, award, decree, or order against the Debtors, the Reorganized Debtors, their successors, or their property; (3) creating, perfecting, or enforcing any Lien or encumbrance against the Debtors, the Reorganized Debtors, their successors, or their property; (4) asserting any set off, right of subrogation, or recoupment of any kind against any obligation due the Debtors, the Reorganized Debtors, their successors, or their property; and (5) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of this Plan. Any person or entity injured by any willful violation of such injunction shall recover actual damages, including costs and attorneys’ fees, and, in appropriate circumstances, may recover punitive damages from the willful violator.
LIMITATION OF LIABILITY AND RELEASES
55
imposed upon them under or by the Plan; and (b) for liability based on willful misconduct as finally determined by a Final Order of the Bankruptcy Court. Each of the Debtors, the Reorganized Debtors, Co-Sponsors and their respective Affiliates, and each of their respective officers, directors, employees and other agents, advisors, attorneys and accountants) shall be entitled to rely, in every respect, upon the advice of counsel with respect to their duties and responsibilities under or with respect to the Plan.
56
57
any other Person or to prejudice in any manner the rights of the Debtors or any Person in any further proceedings involving the Debtors.
61
To the Debtors:
Wayne Posey
Ivar Chhina
222 N. Sepulveda, Suite 740
El Segundo, CA 90245-4340
With copies to:
Marc Winthrop
Robert Opera
Winthrop & Couchot
660 Newport Center Drive, Suite 400
Newport Beach, CA 92660
Bank Lenders to:
Bank of New York
Add
With copies to:
Michael Lurey
Jonathan Shenson
Latham & Watkins
633 W. Fifth Street, Suite 4000
Los Angeles, CA 90272
DDJ to:
Judy Mencher
Jackson Craig
DDJ Capital Management
141 Linden Street, Suite S-4
62
With copies to:
Isaac Pachulski
Jeffrey Krause
Stutman Treister & Glatt P.C.
3699 Wilshire Blvd., Suite 900
Los Angeles, CA 90010
Each LL Entity:
Arthur Levine
Levine Leichtman
335 N. Maple Drive, Suite 240
Beverly Hills, CA 90210
With copies to:
Richard Pachulski
Robert Orgel
Pachulski, Stang, Ziehl, Young, Jones & Weintraub
10100 Santa Monica, 11th floor
Los Angeles, CA 90067
All notices and requests to any Person holding of record any Claim or Interest shall be sent to them at their last known address or to the last known address of their attorney of record. Any such Person may designate in writing any other address for purposes of this Section 17.5, which designation will be effective on receipt.
or ownership of any of the Debtors’ real or personal property or of any other interest in such property (including, without limitation, a security interest) will not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, or other similar tax or governmental assessment, and the Confirmation Order will direct the appropriate state or local governmental officials or agents to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.
|
Date: May , 2003 |
InterDent,
Inc., |
||
|
|
|
||
|
|
|
||
|
|
By: |
|
|
|
|
Robert
W. Hill, Vice President |
||
|
|
|
||
|
Date: May , 2003 |
InterDent
Service Corporation, |
||
|
|
|
||
|
|
By: |
|
|
|
|
Robert
W. Hill, President and |
||
66
Submitted By:
Winthrop Couchot, P.C.
|
By: |
|
|
|
Marc
J. Winthrop, |
||
67
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 10/1/06 | ||||
| 7/1/06 | ||||
| 4/1/06 | ||||
| 12/31/05 | 10-K, 10-K/A | |||
| 10/1/05 | ||||
| 7/1/05 | ||||
| 4/1/05 | ||||
| 12/31/04 | ||||
| 10/1/04 | ||||
| 7/1/04 | ||||
| 4/1/04 | ||||
| 3/31/04 | ||||
| 1/1/04 | ||||
| 12/31/03 | ||||
| 10/31/03 | ||||
| Filed as of: | 5/13/03 | |||
| Filed on: | 5/12/03 | |||
| For Period End: | 5/9/03 | |||
| 6/15/00 | ||||
| 3/31/00 | 10-Q | |||
| 6/15/99 | ||||
| 5/12/98 | ||||
| List all Filings | ||||