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1195 Filed 06/04/13 Entered 06/04/13 00:18:16 Main Document Pg 1 of 3 12-11076-shl Doc 1195 Filed 06/04/13 Entered 06/04/13 00:18:16 Main Document Pg 1 of 3 GIBSON, DUNN & CRUTCHER LLP Michael A. Rosenthal (MR-7006) Craig H. Millet (admitted pro hac vice) Matthew K. Kelsey (MK-3137) 200 Park Avenue New York, New York 10166-0193 Telephone: (212) 351-4000 Facsimile: (212) 351-4035 Attorneys for the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : IN RE: : Chapter 11 : ARCAPITA BANK B.S.C.(c), et al., : Case No. 12-11076 (SHL) Debtors. : : Jointly Administered : ---------------------------------------------------------------x NOTICE OF FILING OF PLAN SUPPLEMENT DOCUMENTS PLEASE TAKE NOTICE that on June 3, 2013, the above-captioned debtors and debtors in possession (the “Debtors”) filed with the Court the Plan Supplement, and the documents constituting the Plan Supplement are annexed hereto as Annexes 1 through 26. The Plan Supplement relates to the Debtors’ Second Amended Joint Plan of Reorganization of Arcapita Bank B.S.C.(c), and Related Debtors Under Chapter 11 of the Bankruptcy Code [Docket No. 1036] (as amended, supplemented, and/or modified from time to time, the “Plan”). The Plan Supplement is comprised of the following documents: 1. Form of Disposition Plan; 2. Form of Transaction Holdco Amended Articles; 3. Form of New Arcapita Topco Articles (including share terms); 12-11076-shl Doc 1195 Filed 06/04/13 Entered 06/04/13 00:18:16 Main Document Pg 2 of 3 4. Form of Other New Holding Company Articles; 5. Form of Other New Holding Company LLC Agreement; 6. Form of New Arcapita Topco Warrants; 7. Form of Shareholder Agreement for Transaction Holdcos; 8. Cooperation Term Sheet (updated); 9. Blackline of Cooperation Term Sheet Filed with Disclosure Statement; 10. Implementation Memorandum - Structure Chart (updated); 11. AIM/New Arcapita Topco Services Agreement Charts; 12. Form of Management Services Agreement (with exhibits); 13. Equity Term Sheet (updated); 14. Blackline of Equity Term Sheet Filed with Disclosure Statement; 15. Replacement DIP Facility/Exit Facility Term Sheet; 16. Form of Working Capital Facility Note; 17. Form of Disposition Expense Facility; 18. Form of Senior Management Global Settlement Agreements; 19. Form of Amended QRE Letter Agreement; 20. Form of QIB/Arcapita Bank Lusail Agreement; 21. Form of HQ Settlement Agreement; 22. Professional Compensation Claims Escrow Account Agreement; 23. Disbursing Agent Agreement Notice; 24. Hopper Parties Agreement Notice; 25. Projections (updated); and 26. Blackline of Projections Filed with Disclosure Statement. 2 12-11076-shl Doc 1195 Filed 06/04/13 Entered 06/04/13 00:18:16 Main Document Pg 3 of 3 PLEASE TAKE FURTHER NOTICE that the Debtors reserve their rights to make final and conforming changes to each of the documents contained in the Plan Supplement. Dated: New York, New York Respectfully submitted, June 3, 2013 /s/ Michael A. Rosenthal Michael A. Rosenthal (MR-7006) Craig H. Millet (admitted pro hac vice) Matthew K. Kelsey (MK-3137) GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, New York 10166-0193 Telephone: (212) 351-4000 Facsimile: (212) 351-4035 3 12-11076-shl Doc 1195-1 Filed 06/04/13 Entered 06/04/13 00:18:16 Exhibit 1.Form of Disposition Plan Pg 1 of 3 Annex 1 Form of Disposition Plan 12-11076-shl Doc 1195-1 Filed 06/04/13 Entered 06/04/13 00:18:16 Exhibit 1.Form of Disposition Plan Pg 2 of 3 Draft - Subject to Change DISPOSITION PLAN Major Investment — [identify] Unless otherwise defined herein, capitalized terms used herein have the meanings provided in the Shareholders’ Agreement, dated as of _____ __, 2013, by and among [Transaction Holdco], [an exempted company incorporated with limited liability in the Cayman Islands] [or] [a Delaware corporation] (the “Company”), and its Shareholders, as the same may be amended from time to time in accordance with its terms (the “Shareholders Agreement”). 1. Composition of the Disposition Committee The members of the Disposition Committee initially shall be: Syndication Companies (No. Votes) Reorganized Arcapita (No. Votes) [Name] (__ votes) [Name] (__ votes) [Other] [Other] 2. Minimum Sale Price As used herein, “Minimum Sale Price” means the amount determined pursuant to Section 5.2.3 of the Shareholders Agreement [plus the amount of any Post-Effective Date Fundings].1 The Minimum Sale Price is $______________ [plus the amount of any Post-Effective Date Fundings]. 3. Disposition Date The Disposition Date is _____ __, 20__. 4. Marketing Plan This section should set forth the Disposition Committee’s plan for selecting an investment bank or real estate broker to market the investment, as well as: • The likely method of disposition, whether a sale, an IPO or some other liquidity event; and • Key milestone dates for (i) retaining the investment bank or real estate broker and (ii) commencing the marketing process. 1 Inclusion to be determined. FORM OF DISPOSITION PLAN.DOCX 12-11076-shl Doc 1195-1 Filed 06/04/13 Entered 06/04/13 00:18:16 Exhibit 1.Form of Disposition Plan Pg 3 of 3 5. Purchase and Sale Agreement In connection with a Sale of the Company, the definitive purchase agreement: • may contain customary representations and warranties and covenants from the Shareholders regarding their ownership interests in the Company and their authority to execute and deliver such agreement and perform its obligations thereunder; • may not provide for joint and several liability of the Shareholders and any liability of an individual Shareholder will be capped at the amount of sale proceeds received by such Shareholder; • may not contain a “due diligence out” for the buyer, meaning the buyer would have the right to continue due diligence after signing and terminate the agreement if its due diligence investigation was not satisfactory to it (whether in its sole discretion or acting reasonably); • may not contain a financing condition or any other form of a pure “financing out” for the buyer, whereby the buyer could terminate the deal, without significant liability to the sellers, if its third-party debt financing was not available at closing; • may not provide for disparate treatment of the Shareholders; in other words, the Shareholders shall receive the same per-share price for their equity interests (taking into consideration any side payments for future services to a Shareholder or its Affiliates that could be construed as not bona fide, but rather an additional payment on their equity interests) and shall be subject to the same terms and conditions; and • shall provide for the same per share consideration for both voting and non-voting ordinary shares or common stock in the Company. 2 12-11076-shl Doc 1195-2 Filed 06/04/13 Entered 06/04/13 00:18:16 Exhibit 2.Form of Transaction Holdco Amended Articles Pg 1 of 26 Annex 2 Form of Transaction Holdco Amended Articles 12-11076-shl Doc 1195-2 Filed 06/04/13 Entered 06/04/13 00:18:16 Exhibit 2.Form of Transaction Holdco Amended Articles Pg 2 of 26 This document is a draft only and is the subject of continuing negotiations among some or all of the Debtors, the Committee, the Syndication Companies, and AIM related to a number of material issues including those items that are bracketed herein. A further version will be filed when these issues are resolved. COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF [TRANSACTION HOLDCO] (adopted pursuant to a Special Resolution of the Company dated [ ] 2013) 12-11076-shl Doc 1195-2 Filed 06/04/13 Entered 06/04/13 00:18:16 Exhibit 2.Form of Transaction Holdco Amended Articles Pg 3 of 26 TABLE OF CONTENTS ARTICLE PAGE TABLE A ............................................................................................................................. 2 DEFINITIONS AND INTERPRETATION..................................................................................... 2 SITUATION OF REGISTERED OFFICE OF THE COMPANY ........................................................... 5 SHARES ............................................................................................................................. 5 ISSUE OF SHARES .............................................................................................................. 6 REDEMPTION, PURCHASE AND SURRENDER OF SHARES .......................................................... 6 MODIFICATION OF RIGHTS .................................................................................................. 7 SHARE CERTIFICATES ......................................................................................................... 7 TRANSFER OF SHARES ........................................................................................................ 7 LIEN .................................................................................................................................. 9 CALL ON SHARES ................................................................................................................ 9 FORFEITURE OF SHARES ....................................................................................................10 ALTERATION OF SHARE CAPITAL .........................................................................................10 GENERAL MEETINGS ..........................................................................................................11 NOTICE OF GENERAL MEETINGS ..........................................................................................12
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