STATEMENT ARE MADE AS OF THE DATE
HEREOF UNLESS ANOTHER DATE IS SPECIFIED HEREIN. NEITHER DELIVERY OF THIS
DISCLOSURE STATEMENT NOR ANY EXCHANGE OF RIGHTS MADE IN CONNECTION WITH THE PLAN
WILL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE INFORMATION SET FORTH HEREIN SINCE THE DATE THIS DISCLOSURE STATEMENT AND
THE MATERIALS RELIED UPON IN PREPARATION OF THIS DISCLOSURE STATEMENT WERE
COMPILED. THE DEBTORS ASSUME NO DUTY TO UPDATE OR SUPPLEMENT THE DISCLOSURES
CONTAINED HEREIN AND DO NOT INTEND TO UPDATE OR SUPPLEMENT THE DISCLOSURES,
EXCEPT TO THE EXTENT, IF ANY, NECESSARY AT THE HEARING ON CONFIRMATION OF THE
PLAN.
THIS DISCLOSURE STATEMENT MAY NOT BE RELIED ON FOR ANY PURPOSE OTHER THAN TO
DETERMINE WHETHER TO VOTE IN FAVOR OF OR AGAINST THE PLAN. NOTHING HEREIN SHALL
CONSTITUTE AN ADMISSION FOR LEGAL OR EVIDENTIARY PURPOSES. NOTHING HEREIN IS A
WAIVER OF ANY RIGHT OF THE DEBTORS OR THE ESTATES. CERTAIN OF THE INFORMATION
CONTAINED IN THIS DISCLOSURE STATEMENT IS BY ITS NATURE FORWARD-LOOKING AND
CONTAINS ESTIMATES, ASSUMPTIONS AND PROJECTIONS THAT MAY BE MATERIALLY DIFFERENT
FROM ACTUAL FUTURE RESULTS. THERE CAN BE NO ASSURANCE THAT ANY FORECASTED OR
PROJECTED RESULTS CONTAINED HEREIN WILL BE REALIZED, AND ACTUAL RESULTS MAY VARY
FROM THOSE SHOWN, POSSIBLY BY MATERIAL AMOUNTS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION, NOR ANY STATE SECURITIES
COMMISSION, HAS APPROVED OR DISAPPROVED THIS DISCLOSURE STATEMENT. PURSUANT TO
THE PLAN, ANY SECURITIES ISSUED TO ANY PARTY UNDER, PURSUANT TO OR IN
EFFECTUATING THE PLAN, AND THE OFFERING AND ISSUANCE THEREOF BY ANY PARTY ARE
EXEMPT FROM SECTION 5 OF THE SECURITIES ACT OF 1933 (AS AMENDED), IF APPLICABLE,
AND FROM ANY STATE OR FEDERAL SECURITIES LAWS REQUIRING REGISTRATION FOR THE
OFFER OR SALE OF A SECURITY OR REGISTRATION OR LICENSING OF AN ISSUER OF,
UNDERWRITER OF, OR BROKER OR DEALER IN, A SECURITY, AND OTHERWISE ENJOY ALL
EXEMPTIONS AVAILABLE FOR DISTRIBUTIONS OF SECURITIES UNDER A PLAN IN ACCORDANCE
WITH ALL APPLICABLE LAW, INCLUDING WITHOUT LIMITATION SECTION 1145 OF THE
BANKRUPTCY CODE.
2
A.
SUMMARY OF THE PLAN
The following is a brief summary of the Plan, which is qualified in its entirety
by reference to the Plan, attached as Exhibit A to this Disclosure Statement.
The Plan provides for distributions to creditors of the Debtors. Under the Plan,
Administrative Claims and Priority Tax Claims are unclassified, while Other
Priority Claims, Wells Fargo Prepetition Claims, GACP Prepetition Claims,
Noteholder Prepetition Claims, Other Secured Claims, General Unsecured Claims,
and Interests and Securities Subordinated Claims are each placed in their own
classes. A separate subclass will be created for each Debtor. The Plan provides
for payment in full of Administrative Claims, Priority Tax Claims and Other
Priority Claims and leaves such Claims unimpaired. The remaining (i) Other
Secured Claims, (ii) Wells Fargo Prepetition Claims, GACP Prepetition Claims,
Noteholder Prepetition Claims (which the Debtors believe to have been satisfied
in full prior to the date hereof) (iii) General Unsecured Claims, and (iv)
Interests and Securities Subordinated Claims