TOSHIBA SELLS WESTINGHOUSE
WNN - Toshiba Corporation is to sell its claims against Westinghouse Electric Company and Brookfield - which is buying the Westinghouse-related shares that it holds - to Nucleus Acquisition. The Japanese company said it has entered into an assignment and purchase agreement with Nucleus and a share purchase agreement with Brookfield.
Westinghouse filed for Chapter 11 bankruptcy protection with US courts in March 2017 to enable it to undergo strategic restructuring. The company's bankruptcy filing affected only its US operations, including projects to construct a total of four AP1000 reactors at two projects, Vogtle in Georgia, and VC Summer in South Carolina.
Toshiba, Westinghouse's parent company, completed the early payment of its guarantee obligation to the owners of the Vogtle and Summer projects on 14 December and 12 January, respectively. With the payments, Toshiba obtained the right to pursue claims against Westinghouse for the amount paid for the parent guarantee obligation for the projects.
Toshiba earlier said it planned to "reduce its internal resources that it must allocate to Westinghouse's rehabilitation proceedings" by selling the claims to a third party. It hoped to sell the claims - together with assets that include debts Toshiba holds against Westinghouse and other Westinghouse-related companies that filed for Chapter 11 bankruptcy protection - by the end of March 2018.
Proposals to acquire those claims were received from multiple potential buyer groups, Toshiba said. Following extensive consideration, a joint proposal from Nucleus Acquisition - a consortium controlled by the Baupost Group - and Brookfield was identified as the preferred bid.
Under the terms of the assignment and purchase agreement it has signed with Nucleus and Brookfield, Toshiba will sell its rights to assert claims against Westinghouse related to the parent guarantees in the amount of $5.788 billion, and on account of other claims Toshiba holds against Westinghouse in the amount of $2.284 billion to Nucleus, for the sale price of $2.160 billion.
Toshiba said the amount proposed by Nucleus was "fair and reasonable" and was "in the best interests for Toshiba in respect of the high degree of closing certainty, and the contribution it would bring to the Westinghouse reorganisation, among other factors". It expects to close the claims sale by the end of this month.
On 4 January, it was announced that Brookfield Business Partners, together with institutional partners - collectively known as Brookfield - had agreed to acquire 100% of Westinghouse from Toshiba for about $4.6 billion.
Toshiba said today it has now signed a share purchase agreement under which it will sell to Brookfield all shares it holds in Westinghouse-related assets - Toshiba Nuclear Energy Holdings (US) Inc and Toshiba Nuclear Energy Holdings (UK) Limited - for $1.
The acquisition is expected to close in the third quarter of 2018, subject to bankruptcy court approval and other closing conditions including regulatory approvals.
Toshiba said it has also entered into a Plan Support Agreement with key stakeholders in Westinghouse's Chapter 11 reorganisation proceedings, including Westinghouse, the Statutory Committee of Unsecured Creditors, Brookfield and Nucleus. Under that agreement, Toshiba's equity interests will be subordinated to payment of all other Westinghouse claims in the proceedings. The stakeholders also agreed to support the reorganisation plan and the acquisition of Westinghouse by Brookfield. The reorganisation plan will be promptly submitted and is expected to be approved by the US Bankruptcy Court by the end of March.
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