AGREEMENTS WITH CLAIMANTS by specialty chemical maker Chemtura and titanium dioxide producer Tronox have brought each company close to an exit from bankruptcy reorganization. “Executory Contract” means a contract to which one or more of the Debtors is a party that is subject to assumption or rejection under section of the Bankruptcy Code. “Exit Credit Facility Agreement” means one or more financing agreements to be executed by the Reorganized Debtors on or before the Effective Date, providing for a senior secured revolving credit facility and, if entered . Specialty chemicals company LANXESS successfully completed the acquisition of U.S. company Chemtura, one of the world’s leading suppliers of flame retardant and lubricant additives on April 21, All required regulatory authorities cleared the transaction.
Consumer Protection. Government Contracts. Intellectual Property. International Arbitration. International Trade. Law In-Depth. Legal Ethics. Legal Industry. Life Sciences. Native American. New Jersey. New York. Private Equity. Product Liability. Project Finance. Public Policy. Real Estate. White Collar. No Thanks Sign up now. Notwithstanding the foregoing, all such Canadian Entities will be bound by the terms and provisions of this Plan.
On or before the Effective Date, the Debtors may file with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan.
The Debtors or Reorganized Debtors, as applicable, and all holders of Claims or Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.
Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. None of the Plan, any statement or provision contained in the Plan or any action taken or not taken by any Debtor with respect to the Plan, the Disclosure Statement or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the holders of Claims or Interests before the Effective Date.
The rights, benefits and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign, affiliate, officer, director, manager, agent, representative, attorney, beneficiaries or guardian, if any, of each Entity.
After the Effective Date, any pleading, notice or other document required by the Plan to be served on or delivered to the Reorganized Debtors shall be served on:. Chemtura Corporation. Middlebury, Connecticut Attn: General Counsel. Attn: M. After the Effective Date, the Debtors may, in their sole discretion, notify Entities that, in order to continue receiving documents pursuant to Bankruptcy Rule , such Entities must file a renewed request to receive documents pursuant to Bankruptcy Rule After the Effective Date, the Debtors are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule to those Entities who have filed such renewed requests.
Except as otherwise indicated, the Plan and the Plan Supplement supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings and representations on such subjects, all of which have become merged and integrated into the Plan. If, before Confirmation of the Plan, any term or provision of the Plan is held by the Bankruptcy Court or any other court exercising jurisdiction to be invalid, void or unenforceable, the Bankruptcy Court or other court exercising jurisdiction shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired or invalidated by such holding, alteration or interpretation. All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. To the extent any exhibit or document is inconsistent with the terms of the Plan, unless otherwise ordered by the Bankruptcy Court, the non-exhibit or non-document portion of the Plan shall control.
Unless otherwise expressly agreed to by an Insurer in writing, nothing in the Plan or the Confirmation Order, including any provision that purports to be preemptory or supervening, shall diminish or impair, or be deemed to diminish or impair, the rights of any Insurer to assert: any defense, right, or claim, including but not limited to, any claim for deductibles, self-insured retentions, retrospective premiums, or any other premium or similar obligation of any kind; any claim for contribution, indemnification, or subrogation; or any setoff, recoupment, or counterclaim arising out of or relating to any of the Insurance Policies.
Without limiting the generality of the foregoing, unless otherwise expressly agreed to by an Insurer in writing, nothing in the Plan or the Confirmation Order, including any provision that purports to be preemptory or supervening, shall, under any theory:. Except as expressly set forth therein, nothing in the Plan or the Confirmation Order shall diminish or impair any of the rights and defenses of the Debtors or the Reorganized Debtors, if any, both legal and equitable, arising out of or relating to any of the Insurance Policies.
Without limiting the foregoing, in considering whether to confirm the Plan, the Bankruptcy Court or any other court exercising jurisdiction over the Chapter 11 Cases is not considering, and is not deciding, any matter at issue or which may be raised as an issue in any Insurance Coverage Action. No Insurer shall be bound in any current or future litigation concerning any Claim or any Insurance Policy by any orders, including the Confirmation Order, factual findings, or conclusions of law issued in connection with confirmation of the Plan including on appeal or in any subsequent proceeding necessary to effectuate the Plan , and no such order, including the Confirmation Order, findings of fact, or conclusions of law shall:.
ASCK, Inc. Bio-Lab Inc. Crompton Colors Incorporated. Crompton Holding Corporation. Crompton Monochem, Inc. Great Lakes Chemical Corporation. Great Lakes Chemical Global, Inc. GT Seed Treatment, Inc. HomeCare Labs, Inc. ISCI, Inc. Kem Manufacturing Corporation. Laurel Industries Holdings, Inc. Monochem, Inc. Naugatuck Treatment Company. Recreational Water Products, Inc. Uniroyal Chemical Company Limited Delaware. WRL of Indiana, Inc. Noel C. Regional Comptroller.
Canada and Latin America. Exhibit 1. Rights Offering Procedures. Rights Offering Procedures 1. The Rights Exercise Form shall contain related instructions for the proper completion, due execution, and timely delivery of the Rights Exercise Form along with payment by an Eligible Holder or a Nominee who is responding on behalf of beneficial owners to the Subscription Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Disclosure Statement.
Each Right can be exercised for one share of New Common Stock. No Eligible Holder will be granted or allowed to exercise any fractional Rights.
Notwithstanding anything contained in the Plan to the contrary, under no circumstances shall any holder of shares of common stock or equivalent Interest that is not entitled to vote on the Plan have any Rights with respect to such shares of common stock or equivalent Interest.
Notwithstanding anything contained in the Plan to the contrary, in the event that Class 13a for Chemtura Corporation votes to reject the Plan, under no circumstances shall any holder of shares of common stock or equivalent Interest in Chemtura Corporation have any Rights with respect to such shares of common stock or equivalent Interest, all Rights Exercise Forms received by the Subscription Agent shall be null and void and any payments received by the Subscription Agent will be refunded, without interest, to the Eligible Holders as soon as reasonably practicable after the Effective Date.
The issuance of the New Common Stock will be registered under the Securities Act of , as amended, and applicable state, local or foreign laws, or issued without registration in reliance on the exemption set forth in section of the Bankruptcy Code. Each Eligible Holder intending to participate in the Rights Offering must affirmatively elect to exercise its Rights on or prior to the Rights Offering Deadline in accordance with the procedures set forth herein.
Exercise of and Payment for Initial Rights. For those Eligible Holders holding shares through a Nominee, to exercise its Rights, such Eligible Holder must provide instructions to its bank, broker, or other nominee or agent.
If the Subscription Agent for any reason does not timely receive from or on behalf of the participating Eligible Holder a duly completed Rights Exercise Form and immediately available funds by wire transfer in an amount equal to the Initial Rights Total Exercise Price for such Eligible Holder, or payment by DTC, such Eligible Holder shall be deemed to have relinquished and waived its Initial Rights.
Exercise of and Payment for Additional Rights. Any Eligible Holder whether a registered holder or through a Nominee that exercises all of its Initial Rights may indicate on its Rights Exercise Form how many additional shares of New Common Stock such Eligible Holder wishes to purchase through the exercise of Additional Rights, provided , however , that an Eligible Holder shall only be entitled to Additional Rights to the extent that the Rights Offering is Under-Subscribed.
Election and payment for Additional Rights must be made at the same time and under the same terms and conditions as the election and payment for Initial Rights. Disputes, Waivers and Extensions. The Debtors, with the approval of the Bankruptcy Court, may extend the duration of the Rights Offering or adopt additional detailed procedures to more efficiently administer the distribution and exercise of the Rights. The Subscription Agent shall not use the Rights Offering Funds for any other purpose before the Rights Offering Deadline and shall not encumber or permit the Rights Offering Funds to be encumbered by any lien or similar encumbrance.
Each Eligible Holder that participates in the Rights Offering shall be deemed by virtue of such participation, to have waived and released, to the fullest extent permitted under applicable law, all rights, claims or causes of action against the Debtors, the Reorganized Debtors and the Subscription Agent and each of their subsidiaries, affiliates, members, officers, directors, agents, financial advisors, accountants, investment bankers, consultants, attorneys, employees, partners and representatives arising out of or related to the receipt, delivery, disbursements, calculations, transmission or segregation of Cash, Rights and shares of New Common Stock in connection with the Rights Offering.
Pursuant to the Plan, the Rights are not transferable independently of the underlying shares of common stock or equivalent Interests from which such Rights arise. Any such independent transfer or attempted transfer of the Rights will be null and void and the Debtors will not treat any purported transferee as the holder of any Rights. Once the Eligible Holder has properly exercised its Rights, such exercise will not be permitted to be revoked by such Eligible Holder.
If, as of the Rights Offering Deadline, Eligible Holders, in the aggregate, attempt to exercise more Additional Rights than are available for all Eligible Holders electing to exercise Additional Rights, Eligible Holders will only be able to exercise their Pro Rata share of Additional Rights as determined by the Rights Participation Amounts of all such properly exercising Eligible Holders , and each properly exercising Eligible Holder shall have the Additional Rights which it may exercise reduced on a Pro Rata basis.
The exercise instructions contained in the Rights Exercise Form should be carefully read and strictly followed. Questions relating to the Rights Offering should be directed to the Subscription Agent at the following address and phone number:. Epiq Bankruptcy Solutions. The risk of delivery of all documents and payments is on the Eligible Holders electing to exercise their Rights, not the Debtors or the Subscription Agent.
If mail is used, it is recommended that a reputable overnight courier or insured registered mail be used and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent before the Rights Offering Deadline. All exercises of Rights are subject to and conditioned upon the confirmation of the Plan and the occurrence of the Effective Date of the Plan.
All exercises of Rights are subject to and conditioned upon Class 13a for Chemtura Corporation voting to accept the Plan.
Chemtura Canada Co. Case No. Additional Defined Terms. Rules of Interpretation. Computation of Time. Reference to Monetary Figures. Reference to the Debtors or the Reorganized Debtors.
Administrative Claims. Priority Tax Claims. Classification of Claims and Interests. Summary of Classification. Treatment of Claims and Interests. Acceptance or Rejection of the Plan. Confirmation Pursuant to Sections a 10 and b of the Bankruptcy Code. General Settlement of Claims and Interests.
Environmental Matters. The Unsecured Distribution Pool. Election of Cash and New Common Stock. Sources of Consideration for Plan Distributions. The Rights Offering. Cancellation of Securities and Agreements. Surrender of Existing Securities. Corporate Existence. Officers of New Chemtura and Reorganized Debtors. Employee Benefits. Retiree Benefits. The Incentive Plans.
Vesting of Assets in the Reorganized Debtors. Restructuring Transactions. Corporate Action. Effectuating Documents; Further Transactions. Preservation of Rights of Action. Single Satisfaction of Claims.
Reservation of Rights. Assumption of Insurance Policies. Total Enterprise Value. Record Date for Distributions. Timing and Calculation of Amounts to Be Distributed. Disbursing Agent. Rights and Powers of Disbursing Agent. Delivery of Distributions and Undeliverable or Unclaimed Distributions.
Compliance with Tax Requirements and Allocations. Claims Paid or Payable by Third Parties. Prosecution of Objections to Claims. Allowance of Claims and Interests. Disputed Claims Reserve. Distributions After Allowance. Property Held in the Disputed Claims Reserve. Estimation of Claims. Deadline to File Objections to Claims. Formation of Environmental Trust. Environmental Reserve. Distributions from the Environmental Reserve.
Distribution of Excess Amounts in the Environmental Reserve. Property Held in the Environmental Reserve. Formation of Diacetyl Trust. The Gowanus Site Settlement was subject to a day public comment period, and the Bankruptcy Court approved the settlement on December 7, Pursuant to the Gowanus Site Settlement, the U.
As described above, under the Multi-Site Settlement, Chemtura continues to be responsible for its obligations relating to the Laurel Park, Inc. More site specific information is available on the Chemtura EPA funded sites and communities web page. The penalty funds will be deposited in the U. Craig Kaufman Attorney Advisor U. Contact Us to ask a question, provide feedback, or report a problem. Jump to main content. An official website of the United States government.