WAS PREPARED.
IF THE REQUISITE ACCEPTANCES OF THE PLAN ARE RECEIVED, THE PLAN IS CONFIRMED BY
THE BANKRUPTCY COURT, AND THE EFFECTIVE DATE OCCURS, ALL HOLDERS OF CLAIMS OR
INTERESTS (INCLUDING THOSE WHO DO NOT SUBMIT BALLOTS TO ACCEPT OR TO REJECT THE
PLAN AND THE TRANSACTIONS CONTEMPLATED THEREBY) WILL BE BOUND BY THE PLAN AND
THE TRANSACTIONS CONTEMPLATED THEREBY - INCLUDING, WITHOUT LIMITATION, THE
RELEASES AND EXCULPATIONS SET FORTH IN THE PLAN.
THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION OR SIMILAR PUBLIC,
GOVERNMENTAL, OR REGULATORY AUTHORITY, AND NEITHER SUCH COMMISSION NOR ANY SUCH
AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED
HEREIN.
THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE AS OF THE DATE
HEREOF AND NEITHER THE DELIVERY OF THIS DISCLOSURE STATEMENT, NOR ANY
DISTRIBUTION OF PROPERTY PURSUANT TO THE PLAN, WILL CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF, OR THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH
HEREIN OR IN THE AFFAIRS OF THE DEBTORS SINCE THE DATE HEREOF.
EACH CREDITOR OF THE DEBTORS SHOULD CONSULT WITH SUCH CREDITOR'S LEGAL,
BUSINESS, FINANCIAL, AND TAX ADVISORS AS TO ANY SUCH MATTERS CONCERNING THE
SOLICITATION OF VOTES TO ACCEPT OR REJECT THE PLAN AND THE TRANSACTIONS
CONTEMPLATED THEREBY.
2
I. INTRODUCTION
Isolagen, Inc. ("Isolagen") and Isolagen Technologies, Inc. ("Isolagen Tech"),
debtors and debtors in possession (collectively, the "Debtors" or the "Company")
in the above-captioned cases, by and through their counsel, hereby submit this
Disclosure Statement pursuant to section 1125 of title 11 of the United States
Code (the "Bankruptcy Code") to Holders2 of Claims against, and Interests in,
the Debtors in connection with: (i) the solicitation of acceptances to the Plan
of Reorganization Proposed by the Debtors and Filed by the Debtors with the
United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"); and (ii) the hearing before the Bankruptcy Court to consider
confirmation of the Plan (the "Confirmation Hearing").
A. General Description of the Chapter 11 Reorganization Process:
Chapter 11 is the principal business reorganization chapter of the Bankruptcy
Code. Under Chapter 11, a debtor is authorized to reorganize its business for
the benefit of itself, its creditors, and its equity interest holders. In
addition to permitting rehabilitation of a debtor, another goal of Chapter 11 is
to promote equality of treatment of similarly-situated creditors and equity
interest holders with respect to the distribution of a debtor's assets. The
filing of a Chapter 11 petition creates an estate that is comprised of all of
the legal and equitable property interests of the debtor as of the petition
date. The Bankruptcy Code provides that the debtor may continue to operate its
business and remain in possession of its property as a "debtor in possession."
The consummation of a plan of reorganization is the principal objective of a
Chapter 11 case. A plan of