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IN the UNITED STATES BANKRUPTCY COURT for the DISTRICT of DELAWARE ) in Re: ) Chapter 11 ) ASHINC CORPORATION, Et Al

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IN the UNITED STATES BANKRUPTCY COURT for the DISTRICT of DELAWARE ) in Re: ) Chapter 11 ) ASHINC CORPORATION, Et Al IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) ASHINC CORPORATION, et al. 1 ) Case No. 12-11564 (CSS) ) ) Jointly Administered Debtors. ) DISCLOSURE STATEMENT IN SUPPORT OF DEBTORS’ JOINT CHAPTER 11 PLAN OF REORGANIZATION PROPOSED BY THE DEBTORS, THE COMMITTEE AND THE FIRST LIEN AGENTS Mark D. Collins (No. 2981) Jeffrey W. Kelley (GA Bar No. 412296) Marisa A. Terranova (No. 5396) Matthew R. Brooks (GA Bar No. 378018) RICHARDS, LAYTON & FINGER, P.A. TROUTMAN SANDERS LLP One Rodney Square Bank of America Plaza 920 North King Street 600 Peachtree Street, Suite 5200 Wilmington, Delaware 19801 Atlanta, Georgia 30308-2216 Telephone No.: (302) 651-7700 Telephone No.: (404) 885-3000 Facsimile No.: (302) 651-7701 Facsimile No.: (404) 885-3900 E-Mail: [email protected] E-Mail: [email protected] E-Mail: [email protected] E-Mail: [email protected] Attorneys for the Debtors and Debtors in Possession - and - 1 The Debtors in these cases, along with the federal tax identification number (or Canadian business number where applicable) for each of the Debtors, are: ASHINC Corporation (f/k/a Allied Systems Holdings, Inc.) (58-0360550); AAINC Corporation (f/k/a Allied Automotive Group, Inc.) (58-2201081); AFBLLC LLC (f/k/a Allied Freight Broker LLC) (59-2876864); ASCCO (Canada) Company (f/k/a Allied Systems (Canada) Company) (90-0169283); ASLTD L.P. (f/k/a Allied Systems, Ltd. (L.P.) (58-1710028); AXALLC LLC (f/k/a Axis Areta, LLC) (45- 5215545); AXCCO Canada Company (f/k/a Axis Canada Company) (875688228); AXGINC Corporation (f/k/a Axis Group, Inc.) (58-2204628); Commercial Carriers, Inc. (38-0436930); CTSINC Corporation (f/k/a CT Services, Inc.) (38-2918187); CTLLC LLC (f/k/a Cordin Transport LLC) (38-1985795); F.J. Boutell Driveway LLC (38- 0365100); GACS Incorporated (58-1944786); Logistic Systems, LLC (45-4241751); Logistic Technology, LLC (45- 4242057); QAT, Inc. (59-2876863); RMX LLC (31-0961359); Transport Support LLC (38-2349563); and Terminal Services LLC (91-0847582). The location of the Debtors’ corporate headquarters and the Debtors’ address for service of process is 2302 Parklake Drive, Bldg. 15, Ste. 600, Atlanta, Georgia 30345. DOC ID - 22951903.12 Docket No. 3014 Date Filed: 6/17/15 William D. Sullivan (No. 2820) Michael G. Burke William A. Hazeltine (No. 3294) Brian Lohan SULLIVAN HAZELTINE ALLINSON LLC SIDLEY AUSTIN LLP 901 North Market Street, Suite 1300 787 Seventh Avenue Wilmington, Delaware 19801 New York, NY 10019 Telephone No.: (302) 428-8191 Telephone No.: (212) 839-5200 Facsimile No.: (302) 428-8195 Facsimile No.: (212) 839-5599 E-Mail: [email protected] E-Mail: [email protected] E-Mail: [email protected] E-Mail: [email protected] Attorneys for the Committee - and - Adam G. Landis (No. 3407) Adam C. Harris Kerri K. Mumford (No. 4186) Robert J. Ward LANDIS RATH & COBB LLP SCHULTE ROTH & ZABEL LLP 919 North Market Street, Suite 1800 919 Third Avenue Wilmington, Delaware 19801 New York, NY 10022 Telephone No.: (302) 467-4400 Telephone No.: (212) 756-200 Facsimile No.: (302) 467-4450 Facsimile No.: (212) 593-5955 E-Mail: [email protected] E-Mail: [email protected] E-Mail: [email protected] E-Mail: [email protected] Attorneys for the First Lien Agents Dated: June 17, 2015 THE DISCLOSURE STATEMENT WITH RESPECT TO THIS PLAN OF REORGANIZATION HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT. THE PLAN PROPONENTS HAVE SEPARATELY NOTICED A HEARING TO CONSIDER THE ADEQUACY OF THE DISCLOSURE STATEMENT UNDER BANKRUPTCY CODE SECTION 1125. THE PLAN PROPONENTS RESERVE THE RIGHT TO MODIFY OR SUPPLEMENT THIS PLAN OF REORGANIZATION AND THE ACCOMPANYING DISCLOSURE STATEMENT PRIOR TO AND UP TO THE DATE OF SUCH HEARING. DOC ID - 22951903.12 -2- DISCLAIMER This Disclosure Statement describes a plan of reorganization (the “Plan”) for ASHINC Corporation and its affiliated-debtors (collectively, the “Debtors”). The Debtors, the Committee,2 and the First Lien Agents will ask the Bankruptcy Court to confirm the Plan. Confirmation is subject to certain material conditions, and there is no assurance that those conditions will be satisfied. 3 If the Bankruptcy Court confirms the Plan, the Plan Proponents intend to have the Plan become effective as promptly as possible thereafter and to make an initial distribution to certain holders of Claims against the Debtors from Cash on Hand held by the Debtors, the Winddown Reserve and the First Lien Reserves. The Plan Proponents intend to make some distribution to all holders of Allowed Claims, although not all distributions will be made in Cash. Rather, certain distributions will be in the nature of beneficial interests in the Allied Litigation Trust (subsequent Cash distributions may be made on account of such beneficial interests).4 The Plan Proponents request that each holder of an Impaired Claim that is entitled to vote on the Plan vote in favor of the Plan. The Plan Proponents recommend that voting creditors vote in favor of the Plan because the Plan Proponents believe that the Plan provides for the greatest possible recovery for all holders of Allowed Claims. To have your vote counted, you must return an executed ballot (each a “Ballot”) to the Claims Agent, Rust Consulting/Omni Bankruptcy on or before August 17, 2015 (the “Voting Deadline”). You may mail your Ballot to one of the addresses set forth on the Ballot. If your claim is in a Class that is entitled to vote on the Plan, enclosed with this disclosure statement (the “Disclosure Statement”) is a Ballot together with instructions for completing it. If you did not receive a Ballot and you are entitled to vote on the Plan, you may obtain a copy free of charge on the following website: http://omnimgt.com/alliedsystems, or by sending a letter to counsel to the Debtors at the address listed above. To be counted, your Ballot must be duly completed, executed, and actually received no later than the Voting Deadline. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan. 3 Yucaipa, a purported holder of First Lien Lender Claims and other Claims, has filed an objection to the Disclosure Statement and asserted objections to confirmation of the Plan, and may assert additional objections. You may obtain a copy of that objection free of charge on the following website: http://omnimgt.com/alliedsystems, under Court Docket No. 2991. 4 As set forth in further detail below, the holders of Allowed Second Lien Lender Claims are entitled to receive certain beneficial interests in the Allied Litigation Trust, but such holders are required to turn over any amounts received in connection with such beneficial interests to the First Lien Agents for distribution to the First Lien Lenders pursuant to the terms of the Intercreditor Agreement until the First Lien Lenders have been indefeasibly paid in full in Cash. DOC ID - 22951903.12 -3- This Disclosure Statement summarizes events that occurred prior to the Debtors’ filing for bankruptcy, material events during the Chapter 11 Cases, and the Plan itself. You should read this Disclosure Statement and the Plan in their entirety. The Plan Proponents believe that the information set forth in these documents is fair and accurate; however, the Plan and this Disclosure Statement (and the summaries that they provide) are qualified in their entirety by the matters to which they refer. Factual information contained in the Disclosure Statement is based on the Debtors’ books and records, as well as public information related to the proceedings described in the Disclosure Statement. The Plan Proponents do not represent or warrant that the information contained in this Disclosure Statement, including the financial information, is without any inaccuracy or omission. As you determine whether to vote to accept the Plan, you must rely on your own examination of the Debtors and the terms of the Plan, including the merits and risks involved. The contents of this Disclosure Statement do not constitute any legal, business, financial, or tax advice. You should consider consulting with your own legal, business, financial, and tax advisors with respect to the Plan and the Disclosure Statement. Except as set forth in this Disclosure Statement, no person is authorized by the Debtors to give any information or to make any representation related to the Plan other than as contained in this Disclosure Statement. You should not rely on any such representation you may receive as having been authorized by the Debtors. The Disclosure Statement does not constitute an offer to buy or the solicitation of an offer to buy any securities, or an offer to sell or a solicitation of an offer to sell any securities. The statements contained in this Disclosure Statement are made as of the date hereof (unless otherwise indicated) and should not under any circumstance create any implication that the information contained herein is correct at any time subsequent to the date hereof. Estimates of Claims set forth in this Disclosure Statement may vary from the amounts of Claims ultimately Allowed by the Bankruptcy Court. The information contained in this Disclosure Statement is included for purposes of soliciting votes on the Plan only and should not be deemed as an admission or stipulation of any kind, absent the Plan Proponents' express, written consent. DOC ID - 22951903.12 -4- INTRODUCTION The Plan Proponents provide this Disclosure Statement in connection with the Plan they have proposed. The Plan Proponents are soliciting votes on the Plan. A copy of the Plan is attached to this Disclosure Statement as Exhibit DS-1. This Disclosure Statement summarizes certain information regarding the Debtors’ operations prior the bankruptcy, their efforts to sell their assets, and significant events that have occurred during the Chapter 11 Cases.
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