20-22437-rdd Doc 589 Filed 09/24/20 Entered 09/24/20 11:44 ... · 20-22437-rdd Doc 589 Filed 09/24/20 Entered 09/24/20 11:44:43 Main Document Pg 1 of 34. Dated: September 24, 2020

Dennis F. Dunne, Esq. Andrew M. Leblanc, Esq. Tyson M. Lomazow, Esq. Lauren C. Doyle, Esq. MILBANK LLP 55 Hudson Yards New York, New York 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) OneWeb Global Limited, et al. ) Case No. 20-22437 (RDD) ) Debtors.1 ) (Jointly Administered) )

NOTICE OF FILING

OF SOLICITATION VERSION OF DISCLOSURE STATEMENT SUPPLEMENT RELATING TO THE THIRD AMENDED JOINT CHAPTER

11 PLAN OF REORGANIZATION OF ONEWEB GLOBAL LIMITED, ET AL.

PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby file the solicitation version of the Disclosure Statement Supplement Relating to the Third Amended Joint Chapter 11 Plan of Reorganization of OneWeb Global Limited, et al. (the “Solicitation Version Disclosure Statement Supplement”), attached hereto as Exhibit A.

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, if

any, are: OneWeb Global Limited (N/A); OneWeb Holdings LLC (5429); OneWeb Communications Limited (9487); WorldVu Satellites Limited (7802); WorldVu Development LLC (9067); WorldVu JV Holdings LLC (N/A); 1021823 B.C. LTD (8609); Network Access Associates Limited (8566); OneWeb Limited (8662); WorldVu South Africa (Pty) Ltd. (1867); OneWeb Chile SpA (2336); WorldVu Australia Pty Ltd. (5436); WorldVu Unipessoal Lda. (2455); OneWeb Norway AS (0209); OneWeb ApS (9191); OneWeb Network Access Holdings Limited (8580); OneWeb G.K. (1396); OneWeb Ltd. (8661); WorldVu Mexico S. DE R. L. DE C.V. (1234). The Debtors’ headquarters is located at 195 Wood Lane, West Works Building, 3rd Floor, London, W12 7FQ, UK.

20-22437-rdd Doc 589 Filed 09/24/20 Entered 09/24/20 11:44:43 Main Document Pg 1 of 34

Dated: September 24, 2020 New York, New York /s/ Brian Kinney

Dennis F. Dunne, Esq. Andrew M. Leblanc, Esq. Tyson M. Lomazow, Esq. Lauren C. Doyle, Esq. Brian Kinney, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Email: [email protected] [email protected]

[email protected] [email protected] [email protected]

Counsel to the Debtors and Debtors in Possession


Exhibit A

Solicitation Version Disclosure Statement Supplement


PURSUANT TO THE ORDER DATED SEPTEMBER 23, 2020 [DOCKET NO. 586], A FINAL HEARING TO APPROVE THE ADEQUACY OF THIS DISCLOSURE STATEMENT SUPPLEMENT HAS BEEN SCHEDULED FOR OCTOBER 2, 2020 AT 10:00 A.M. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) OneWeb Global Limited, et al. ) Case No. 20-22437 (RDD) ) Debtors.1 ) (Jointly Administered) )

DISCLOSURE STATEMENT SUPPLEMENT RELATING TO THE THIRD AMENDED JOINT CHAPTER 11 PLAN OF

REORGANIZATION OF ONEWEB GLOBAL LIMITED, ET AL.

Dennis F. Dunne, Esq. Andrew M. Leblanc, Esq. Tyson M. Lomazow, Esq. Lauren C. Doyle, Esq. MILBANK LLP 55 Hudson Yards New York, New York 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Counsel to the Debtors and Debtors in Possession

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, if

any, are: OneWeb Global Limited (N/A); OneWeb Holdings LLC (5429); OneWeb Communications Limited (9487); WorldVu Satellites Limited (7802); WorldVu Development LLC (9067); WorldVu JV Holdings LLC (N/A); 1021823 B.C. LTD (8609); Network Access Associates Limited (8566); OneWeb Limited (8662); WorldVu South Africa (Pty) Ltd. (1867); OneWeb Chile SpA (2336); WorldVu Australia Pty Ltd. (5436); WorldVu Unipessoal Lda. (2455); OneWeb Norway AS (0209); OneWeb ApS (9191); OneWeb Network Access Holdings Limited (8580); OneWeb G.K. (1396); OneWeb Ltd (8661); WorldVu Mexico S. DE R. L. DE C.V. (1234). The Debtors’ headquarters is located at 195 Wood Lane, West Works Building, 3rd Floor, London, W12 7FQ, UK.


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IMPORTANT NOTICE

PURSUANT TO THE ORDER DATED SEPTEMBER 23, 2020 [DOCKET NO. 586], A FINAL HEARING TO APPROVE THE ADEQUACY OF THIS DISCLOSURE STATEMENT SUPPLEMENT RELATING TO THE THIRD AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF ONEWEB GLOBAL LIMITED, ET AL. (THE “DISCLOSURE STATEMENT SUPPLEMENT”) HAS BEEN SCHEDULED FOR OCTOBER 2, 2020 AT 10:00 A.M. (PREVAILING EASTERN TIME). THE COURT WILL ALSO CONSIDER CONFIRMATION OF THE THIRD AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF ONEWEB GLOBAL LIMITED, ET AL. (THE “AMENDED PLAN”) AT THAT TIME. NONE OF THE STATEMENTS INCLUDED IN THIS DISCLOSURE STATEMENT SUPPLEMENT HAVE BEEN APPROVED ON A FINAL BASIS BY THE BANKRUPTCY COURT.

YOU HAVE RECEIVED THIS DISCLOSURE STATEMENT SUPPLEMENT FROM THE DEBTORS TO INFORM YOU THAT THE DEBTORS, THE CREDITORS’ COMMITTEE, THE HOLDERS OF SECURED NOTES CLAIMS, THE HOLDERS OF DIP CLAIMS, AND THE PLAN SPONSOR HAVE REACHED A MEDIATED GLOBAL SETTLEMENT (THE “SETTLEMENT”) THAT IMPROVES THE TREATMENT OF THE CLAIMS SOLICITED IN CLASSES 4 AND 5 UNDER THE SECOND AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF ONEWEB GLOBAL LIMITED, ET AL. [DOCKET NO. 533] (THE “PRIOR PLAN”). AS A RESULT OF THE SETTLEMENT, THE AMENDED PLAN TREATS IMPAIRED CLAIMS IN CLASSES 4 AND 5 BETTER THAN THE PRIOR PLAN, AND DOES NOT PROVIDE WORSE TREATMENT FOR ANY CLAIM WITHOUT THE CONSENT OF THE HOLDER OF SUCH CLAIM.

CLASSES ELIGIBLE TO VOTE ON THE PRIOR PLAN (CLASSES 1, 4 AND 5) AND NEWLY CREATED CLASS 10 OF THE AMENDED PLAN MAY VOTE ON THE AMENDED PLAN. IF YOU HAVE ALREADY CAST YOUR BALLOT FOR THE PRIOR PLAN, YOUR VOTE FOR THE PRIOR PLAN WILL BE ACCEPTED AS A VOTE FOR THE AMENDED PLAN. HOWEVER, YOU MAY CAST A NEW BALLOT CHANGING YOUR VOTE IN LIGHT OF THE GREATER RECOVERY OFFERED UNDER THE AMENDED PLAN. YOU MAY REQUEST A NEW BALLOT BY CONTACTING THE DEBTORS’ SOLICITATION AGENT AT (866) 680-8121.

IF YOU ARE A MEMBER OF CLASS 10, YOU MAY SUBMIT YOUR CLASS 4 BALLOT CONTAINED IN THE SOLICITATION PACKAGE, AND THE SOLICITATION AGENT WILL PROPERLY TABULATE YOUR VOTE AS A CLASS 10 VOTE.

THE DEBTORS URGE ALL CLAIMANTS TO READ THIS DISCLOSURE STATEMENT SUPPLEMENT AND THE ORIGINAL DISCLOSURE STATEMENT [DOCKET NO. 534] (THE “DISCLOSURE STATEMENT”), ANNEXED HERETO AS EXHIBIT 1, CAREFULLY.


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THE DEBTORS, THE PLAN SPONSOR, AND THE CREDITORS’ COMMITTEE SUPPORT THE AMENDED PLAN AND URGE ALL PARTIES TO VOTE IN FAVOR OF THE AMENDED PLAN.

THE VOTING INSTRUCTIONS AND DEADLINES RELATED TO THE AMENDED PLAN AND THE DISCLOSURE STATEMENT SUPPLEMENT FOR (1) SUBMITTING BALLOTS TO ACCEPT OR REJECT THE AMENDED PLAN AND (2) FILING OBJECTIONS TO THE DISCLOSURE STATEMENT SUPPLEMENT, ARE SET FORTH IN THIS DISCLOSURE STATEMENT SUPPLEMENT AND THE DISCLOSURE STATEMENT SUPPLEMENT ORDER (AS DEFINED BELOW).

THE VOTING AND OPT-OUT DEADLINES HAVE BEEN EXTENDED TO SEPTEMBER 29, 2020 AT 4:00 P.M. (PREVAILING EASTERN TIME) (THE “EXTENDED VOTING DEADLINE”). TO BE COUNTED, BALLOTS AND OPT-OUT FORMS MUST BE RECEIVED BY OMNI AGENT SOLUTIONS, THE DEBTORS’ SOLICITATION AGENT (THE “SOLICITATION AGENT”) ON OR BEFORE THE EXTENDED VOTING DEADLINE.

The Disclosure Statement Supplement contains only a summary of certain provisions of the Amended Plan. Although the Debtors believe that these summaries are fair and accurate, they are qualified in their entirety to the extent that they do not set forth the entire text, or every detail, of the relevant document or statutory provision. In the event of any inconsistency or discrepancy between a description in the Disclosure Statement Supplement and the terms and provisions of the Amended Plan or any document incorporated in the Amended Plan by reference, the Amended Plan or such other document will govern for all purposes. The statements contained herein are made as of the date of this Disclosure Statement Supplement, and there can be no assurance that such statements will be correct at any time after such date. Although the Debtors may subsequently update the information in this Disclosure Statement Supplement, they have no affirmative duty to do so, and expressly disclaim any duty to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

The Debtors urge each holder of a Claim to consult with its own advisors with respect

to any legal, financial, securities, tax, or business advice in reviewing the Disclosure Statement Supplement, the Disclosure Statement, and the Amended Plan. All capitalized terms in this Disclosure Statement Supplement not otherwise defined herein shall have the meanings given to them in the Amended Plan, a copy of which is annexed to this Disclosure Statement Supplement as Exhibit 2.

This Disclosure Statement Supplement has been prepared in accordance with section 1125 of the Bankruptcy Code and Bankruptcy Rule 3016 and not necessarily in accordance with federal, state, or foreign securities laws or other non-U.S. laws. This Disclosure Statement Supplement has not been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”), any state securities commission, or any securities


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exchange or association, or foreign equivalent, nor has the SEC, any state securities commission, any securities exchange, or foreign equivalent association passed upon the accuracy or adequacy of the statements contained herein.

In preparing this Disclosure Statement Supplement, the Debtors relied on financial data derived from their books and records or that was otherwise available to them at the time of such preparation. Although the Debtors believe that the financial information contained herein, in the Disclosure Statement, and in the Amended Plan fairly reflects the financial conditions of the Debtors as of the date hereof, no representations or warranties are made as to the accuracy of the financial information contained herein, the Disclosure Statement and in the Amended Plan. Except as specifically set forth herein, the Debtors do not intend to modify or amend the financial information in the Disclosure Statement. Except where specifically noted, the financial information contained in the Amended Plan, this Disclosure Statement Supplement, the Disclosure Statement and in its exhibits has not been audited by a certified public accountant and has not been prepared in accordance with generally accepted accounting principles in the United States or any other jurisdiction.

This Disclosure Statement Supplement does not constitute, and may not be construed as, an admission of fact, liability, stipulation, or waiver. The Debtors may object to Claims before or after the Effective Date irrespective of whether this Disclosure Statement Supplement identifies any such objection.

Confirmation and effectiveness of the Amended Plan are subject to certain material conditions precedent described in Section IX of the Amended Plan. There is no assurance that the Amended Plan will be confirmed or, if confirmed, that the material conditions precedent to its effectiveness will be satisfied or waived. You are encouraged to read this Disclosure Statement Supplement in its entirety before submitting your vote to accept or reject the Amended Plan.

The Debtors have not authorized any Entity to give any information about or concerning the Amended Plan other than that which is contained in this Disclosure Statement Supplement. The Debtors have not authorized any representations concerning the Debtors or the value of their property other than as set forth in this Disclosure Statement.

If the Amended Plan is confirmed and the Effective Date occurs, all holders of Claims and Interests (including those holders of Claims or Interests who are not entitled to vote on the Amended Plan) will be bound by the terms of the Amended Plan.


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QUESTIONS AND ADDITIONAL INFORMATION

If you would like to obtain copies of this Disclosure Statement Supplement, the Disclosure Statement, the Amended Plan, or a new Ballot or have questions about the solicitation and voting process or these cases generally, please contact Omni Agent Solutions, the Claims and Noticing Agent in these cases, by either (i) visiting its website at http://www.omniagentsolutions.com/onewebglobal or (ii) calling (866) 680-8121.


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TABLE OF CONTENTS

Page

ARTICLE I.

SUPPLEMENTAL DISCLOSURE OF EVENTS IN CHAPTER 11 CASES

1.1. The Mediation and the Settlement .......................................................................................7

1.2. Additional DIP Financing ....................................................................................................9

1.3. Administrative Expenses and Fee Claims............................................................................9

ARTICLE II.

SUMMARY OF PLAN MODIFICATIONS

2.1. General ...............................................................................................................................10

2.2. Defined Terms ...................................................................................................................11

2.3. Anticipated Recoveries ......................................................................................................15

2.4. Funding Caps .....................................................................................................................25

2.5. Sources of Consideration for Plan Distributions ...............................................................25

2.6. The Plan Administrator ......................................................................................................26

2.7. Continued Corporate Existence .........................................................................................27

2.8. Prosecution of Objections to Claims..................................................................................27

2.9. Releases and Exculpations .................................................................................................27

2.10. The “Best Interests” Test ...................................................................................................28

ARTICLE III.

SOLICITATION AND VOTING PROCEDURES

3.1. Ongoing Prior Plan Solicitation and Solicitation of the Amended Plan ............................28

3.2. The Disclosure Statement Supplement Order ....................................................................29

3.3. The Disclosure Statement Supplement Hearing ................................................................30

ARTICLE IV.

CONCLUSION AND RECOMMENDATION


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ARTICLE I.

SUPPLEMENTAL DISCLOSURE OF EVENTS IN CHAPTER 11 CASES

1.1. The Mediation and the Settlement

The Prior Plan reflected the terms of a prior settlement (the “Prior Settlement”) of claims, including claims asserted by the Creditors’ Committee in the Standing Motion, which was summarized in the Disclosure Statement but which did not have the support of the Creditors’ Committee. Subsequently, the Debtors, the holders of DIP Claims, the holders of Secured Notes Claims, the Creditors’ Committee, and the Plan Sponsor (collectively, the “Mediation Parties”) engaged in judicial mediation before the Honorable Shelley C. Chapman and reached the Settlement which supplants the Prior Settlement and is supported by all of the Mediation Parties (including the Creditors’ Committee). The Amended Plan now incorporates the terms of the Settlement, and no longer incorporates the terms of the Prior Settlement.

Under the Prior Settlement, SoftBank had agreed to contribute its cash recovery on account of the Allowed SoftBank DIP Claims (approximately $91 million before the consideration of accrued interest) in exchange for the issuance of $87.9 million of equity in BidCo calculated on the same basis as the BidCo Equity Consideration. As a result of such exchange as well as a $3 million reduction in the amount of BidCo Equity Consideration distributed to holders of Allowed Senior Secured Claims, BidCo had agreed to fund the General Unsecured Claims Settlement Distribution to provide a recovery to holders of Allowed Claims in Class 4 and holders of Allowed Claims in Class 5 with their pro rata share of $6.1 million.

Under the Settlement between the Mediation Parties, the proposed recoveries to Classes 4 and 5 will increase significantly from those proposed under the Prior Plan. Namely:

• The Amended Plan provides that holders of Allowed Claims in Class 4 and Class 5 will receive their pro rata share of at least $9.3 million (i.e., the General Unsecured Claims Settlement Distribution). This recovery represents an improvement of more than 50% over the $6.1 million that would have been distributed to holders of Class 4 and Class 5 Claims pursuant to the Prior Settlement under the Prior Plan.

• The Debtors’ estimated recovery for holders of Allowed General

Unsecured Claims now ranges from 14% to 16.8%. This compares to an estimated recovery of 7.6% to 9.1% under the Prior Plan.

• The Debtors’ estimated recovery for holders of Ongoing Trade Claims

now ranges from 56.7% to 65.4%. This compares to 50.3% to 57.8% under the Prior Plan.

In addition, pursuant to the Settlement, the Amended Plan re-classifies a small set of former Class 4 Claims to a newly-created Class of Convenience Claims, Class 10. The Amended Plan proposes to pay Class 10 Claims (without postpetition interest) 100% of their Allowed Convenience Class Claims, subject to an aggregate cap of $700,000, rather than the 7.6% to 9.1% recovery that they


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would have received under the Prior Plan, in exchange for, among other things, (a) a release of all claims and causes of action against the Debtors (including the Reorganized Debtors), the Debtors’ non-Debtor affiliates, the Released Parties, and any successor to the foregoing in any applicable jurisdiction, and (b) such person or company agreeing (if requested and subject to availability) to provide services to the Reorganized Debtors on terms no less favorable than those provided to the Debtors in the preceding six month period prior to the Petition Date subject to appropriate annual price increases.

To qualify as an Allowed Convenience Class Claim, the Claim must be held by (i) an individual who is a non-U.S. citizen or (ii) a non-U.S. company more than 50% owned by an individual who is a non-U.S. citizen, provided that (a) such individual or company provided services to the Debtors in their capacity as an independent contractor during the preceding six month period prior to the Debtors’ petition date, (b) such services represent (in terms of amounts billed to the Debtors) more than 50% of the such person or company’s revenue during such six month period, and (c) the amount of such Claim does not exceed $150,000. To receive a Distribution on an Allowed Convenience Class Claim, the holder thereof will need to execute a Release as set forth in II.B.10.b of the Plan.

The Settlement is the result of an agreement by the holders of the Secured Notes Claims to

approve an overall reduction in their recoveries by an additional approximately $7 million in value (or $10 million in the aggregate inclusive of the terms of the Prior Settlement, i.e., they will receive their pro rata share of $90 million of BidCo Equity instead of $100 million of BidCo Equity as originally contemplated under the BidCo Successful Bid). In addition, SoftBank will agree to contribute its Cash recovery on account of the Allowed SoftBank DIP Claims (approximately $91 million plus accrued interest) in exchange for the issuance of an equivalent amount of BidCo Equity.

Among other things, the Settlement resolves the pending Standing Motion and potential objections to confirmation of the Prior Plan raised by the Creditors’ Committee, creating a path to what the Debtors hope to be a consensual plan of reorganization. As part of the Settlement, the Creditors’ Committee will not prosecute its pending Standing Motion if the Amended Plan is confirmed and consummated, and, on the Effective Date, the Standing Motion and any claims objections set forth therein will be deemed withdrawn. Further, the Creditors’ Committee has agreed to support confirmation of the Amended Plan in its entirety.1

1 The Creditors’ Committee’s agreement not to prosecute its pending Standing Motion and to cease and refrain

from pursuing any and all litigation in these chapter 11 cases is conditioned on (a) confirmation of the Amended Plan incorporating the terms of and in accordance with the Mediated Settlement Term Sheet (the “Term Sheet”), attached as Exhibit A to the Notice of Filing Mediation Term Sheet [Docket No. 569]; (b) the Amended Plan not being amended post-confirmation in a manner that is materially adverse to unsecured creditors; (c) the Effective Date of the Amended Plan occurring on or before December 25, 2020; provided, that, in the event the Effective Date does not occur on or before December 25, 2020 because of the Debtors’ failure to obtain timely regulatory approval of the sale, the Creditors’ Committee shall not be permitted to resume litigation solely due to the failure of the Effective Date to occur on that basis in accordance with this clause (c) for so long as (i) the Debtors continue to seek regulatory approval of the sale in good faith and (ii) the Mediation Parties reasonably believe such regulatory approval will be obtained; (d) neither the DIP nor the Plan Support Agreement being terminated; and (e) these chapter 11 cases not being converted to cases under chapter 7.


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In furtherance of this effort, the Creditors’ Committee has provided a supplemental letter to all holders of Claims in Class 4, Class 5 and Class 10 recommending acceptance of the Amended Plan.

1.2. Additional DIP Financing

BidCo will provide the Debtors with an incremental DIP commitment pursuant to a third DIP amendment (the “Third DIP Amendment”) to be approved by the Bankruptcy Court to fund these chapter 11 cases through the week ending December 25, 2020 based on an agreed upon budget (the “EOY DIP Budget”) and shall include a non-discretionary commitment to fund all amounts necessary to fund the Specified Restructuring Costs not otherwise satisfied from the Cash Consideration and the Effective Date Cash Funding Reserve Amount.

The incremental DIP financing to be funded pursuant to the Third DIP Amendment shall be provided on a superpriority priming basis and shall be senior in right to all other previously funded DIP amounts.

1.3. Administrative Expenses and Fee Claims2

The Settlement provides that, subject to the terms and conditions set forth below, the Debtors will pay the Allowed unpaid professional fees and expenses of the Debtors’ Professionals, the Creditors’ Committee’s Professionals and the DIP Lenders’ professionals in an amount not to exceed the amount specified for the particular professional specified under the caption “Capped Professional Fees” on the Professional Fee Schedule3 and fund the Professional Fee Reserve Amount on the Effective Date from, among other sources, the proceeds of the Interim Funding (such amount to be amended pursuant to the Second DIP Amendment and the Third DIP Amendment) and the other Cash Consideration to be funded by the Plan Sponsor, which such payment shall be a condition to the Effective Date. Except as otherwise set forth below (including Paragraph 1 with respect to Guggenheim Securities, LLC (“Guggenheim Securities”) and Jefferies LLC (“Jefferies”)), the Debtors’ Professionals, the Creditors’ Committee’s Professionals and the DIP Lenders’ Professionals shall not seek payment or allowance of fees and/or expenses in excess of the amounts set forth on the Professional Fee Schedule, and any such amounts incurred shall not be charged to, or payable by, the Debtors, the Reorganized Debtors, the Plan Sponsor, or BidCo.

The Plan Sponsor and the other Mediation Parties agree, and the Plan Sponsor, the other Mediation Parties and the Plan Administrator shall not object to, the allowance and payment of (x) the fees and expenses of Guggenheim Securities and Jefferies in their respective amounts set forth on the Professional Fee Schedule and (y) the fees and expenses of the other Professionals up to their respective amounts set forth on the Professional Fee Schedule and otherwise in accordance

2 The provisions herein do not cover any professional fees of BidCo (including those that are reimbursable under

the provisions of the DIP Orders, including in respect of any amendments). 3 The Professional Fee Schedule attached to the Term Sheet as Annex 1 includes those amounts as separately agreed

to by each applicable Professional, the Debtors, and the Plan Sponsor on the date of the Term Sheet, but shall not be filed publicly. While the Professional Fee Schedule only refers to capped professional fees, it is understood and agreed that the amounts specified therein for each professional are caps on all-in amounts including fees and expenses incurred during the chapter 11 cases (taking into account amounts already disbursed).


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with the terms and conditions set forth below:

1. Subject to the allowance and payment of their respective applicable fees in the amounts set forth on the Professional Fee Schedule, Guggenheim Securities and Jefferies shall waive their respective monthly fees for October through December 2020, as shall be reflected in the Professional Fee Schedule.

2. To the extent, post-Confirmation Hearing but prior to the Effective Date, the Plan Administrator requests that Debtors’ Professionals perform any work related to the wind-down of the estates or the Liquidating Debtors, such Professionals shall be entitled to be paid for such specified services from the $3 million Wind-Down Reserve, even if the aggregate amount of such Professional’s fees or expenses shall exceed the relevant amount set forth on the Professional Fee Schedule.

3. Except as set forth in Paragraph 1 above with respect to Guggenheim Securities and Jefferies, notwithstanding anything to the contrary herein, no Professional will seek payment or allowance of any fees or expenses not actually incurred (i.e., the amounts set forth on the Professional Fee Schedule are caps, not fixed fees, except with respect to Guggenheim Securities and Jefferies who bill on a flat fee basis).

4. Notwithstanding anything set forth herein, if there is a material adverse change in these chapter 11 cases, including, without limitation (a) the Debtors seek a material amendment to the Amended Plan (other than as set forth in the Term Sheet); (b) the hearing on confirmation of the Amended Plan is contested in a manner that results in a significant amount of confirmation litigation; (c) there is additional material litigation, including with respect to any cure dispute or contract assumption dispute; (d) the Amended Plan is not confirmed; (e) the Effective Date does not occur by December 25, 2020, (f) either the DIP or Plan Support Agreement are terminated; or (g) these cases convert to cases under chapter 7, then the chapter 11 Professionals may seek payment of fees and expenses in excess of the amounts set forth on the Professional Fee Schedule, and all Mediation Parties’ rights to object to fees and expenses in accordance with the Bankruptcy Code and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 106] are preserved.

ARTICLE II.

SUMMARY OF PLAN MODIFICATIONS

2.1. General

The statements contained in this Disclosure Statement Supplement are not complete statements of all of the terms and provisions of the Settlement or the Amended Plan. Reference is made to the Amended Plan for the full and complete statement of such terms and provisions. The Amended Plan controls the treatment of Claims against and Interests in the Debtors, and will, upon the Effective Date, be binding upon and inure to the benefit of the Debtors, the Released Parties, all present and former holders of Claims and Interests, and their respective successors and assigns.


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A copy of a redline version of the Amended Plan marked against the Prior Plan has been filed with the Bankruptcy Court and may be obtained free of charge from the Solicitation Agent.

2.2. Defined Terms

The Amended Plan adds and/or amends several defined terms. The material changes are as follows:

6. The definition of “Allowed” is amended to provide the following (changes marked):

“Allowed” means, with respect to a Claim or Interest, (a) any Claim or Interest arising on or before the Effective Date (i) as to which a Proof of Claim has been timely filed on or before the applicable Bar Date, and as to which no objection to allowance, priority, or secured status, and no request for estimation or other challenge, including, without limitation, pursuant to section 502(d) of the Bankruptcy Code or otherwise, has been interposed prior to the Claims Objection Deadline, (ii) identified in the Schedules as of the Effective Date as not disputed, not contingent and not unliquidated, and for which no Proof of Claim has been timely filed, or (iii) as to which an objection has been determined by a Final Order to the extent such objection is determined in favor of the respective holder unless subject to another pending objection, (b) any Claim or Interest that is compromised, settled, or otherwise resolved pursuant to the authority of the Debtors or Reorganized Debtors (including pursuant to any stipulation or settlement agreement approved by the Bankruptcy Court), (c) any Claim or Interest as to which the liability of the Debtors or Reorganized Debtors, as applicable, and the amount thereof are determined by a Final Order of a court of competent jurisdiction other than the Bankruptcy Court, (d) any Claim or Interest expressly allowed by a Final Order of the Bankruptcy Court (including, but not limited to, the Cash Collateral Order and DIP Order), or (e) any Claim or Interest expressly allowed hereunder; provided that the Claims described in the foregoing clauses shall not include any Section 510(b) Claims. Claims allowed solely for the purpose of voting to accept or reject the Plan pursuant to an order of the Bankruptcy Court shall not be considered “Allowed Claims” hereunder

15. The definition of “Avoidance Action Release” is amended in full to provide the following:

“Avoidance Action Release” means the release by the Debtors and the Reorganized Debtors of any Avoidance Action against the holder of an Allowed General Unsecured Claim, an Allowed


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Ongoing Trade Claim, or an Allowed Convenience Class Claim that votes to accept the Plan.

25. The definition of “BidCo Equity Consideration” is amended in full to provide the following:

“BidCo Equity Consideration” means the portion of the equity interests in BidCo having a value of $90 million calculated at a BidCo value of the Base Funding Amount plus an additional $90 million notional amount and the $91 million plus accrued interest attributable to the SoftBank Rollover BidCo Equity.

45. The Definition of “Convenience Class Claim” is added to the Amended Plan and provides as follows:

“Convenience Class Claim” means any unsecured Claim that would be a General Unsecured Claim except for the fact that such Claim is asserted by (i) an individual who is a non-U.S. citizen or (ii) a non-U.S. company more than 50% owned by an individual who is a non-U.S. citizen, provided that (a) such individual or company provided services to the Debtors in their capacity as an independent contractor during the preceding six month period prior to the Debtors’ petition date, (b) such services represent (in terms of amounts billed to the Debtors) more than 50% of such person or company’s revenue during such six month period, and (c) the amount of such Claim does not exceed $150,000.

46. The definition of “Convenience Class Distribution Amount” is added to the Amended Plan and provides as follows:

“Convenience Class Distribution Amount” means an amount in Cash sufficient to satisfy all Allowed Convenience Class Claims in full, provided that the aggregate maximum amount of the Convenience Class Distribution Amount shall not exceed $700,000.

74. The definition of “Effective Date Cash Funding Reserve Amount” is amended in full to provide the following:

“Effective Date Cash Funding Reserve Amount” means the estimated total amount of all outstanding Other Administrative, Secured, and Priority Claims, in each case, to the extent required to receive Cash payment, that are not included in the EOY DIP Budget, as determined in good faith by the Debtors and delivered to the Plan Sponsor no later than five days before the Effective Date. The defined term “Effective Date Cash Funding Cap” and all references to such

term in the Amended Plan have been deleted.


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77. The definition of “EOY DIP Budget” is added to the Amended Plan and provides as follows:

“EOY DIP Budget” means the agreed upon budget in these chapter 11 cases through the week ending December 25, 2020, included as Annex A to the Third DIP Amendment.

81. The definition of “Excluded Other Claims” is added to the Amended Plan and provides as follows:

“Excluded Other Claims” means all (i) Section 503(b)(9) Claims, (ii) severance costs incurred in consultation with and approval of the Plan Sponsor, (iii) U.S. Trustee Fees accrued through the Effective Date,4 (iv) fees and expenses of counsel to the Plan Sponsor reimbursable under the DIP Order, (v) Cure Claims, and (vi) any Claims that (1) are not Class 4, 5, or 10 Claims resulting from the rejection of any contract not on the schedule of rejected contracts, as delivered by the Debtors to the Plan Sponsor on September 17, 2020 or (2) arise out of or in connection with the contract with Deloitte Consulting LLP, including as asserted in proof of claim 56 filed in Network Access Associates Ltd’s chapter 11 case.

93. The definition of “General Unsecured Claims Settlement Distribution” is amended in full to provide the following:

“General Unsecured Claims Settlement Distribution” means an amount equal to the difference between (a) the Global Unsecured Settlement Distribution Amount and (b) the Convenience Class Distribution Amount.

95. The definition of “Global Unsecured Settlement Distribution Amount” is added to the Amended Plan and provides as follows:

“Global Unsecured Settlement Distribution Amount” means $10 million in Cash to be funded by BidCo to the Debtors on the Effective Date to fund distributions to holders of Allowed General Unsecured Claims in Class 4 and holders of Allowed Ongoing Trade Claims in Class 5 (on a pro rata basis with holders of Allowed General Unsecured Claims), and holders of Allowed Convenience Class Claims in Class 10 (up to the Convenience Class Distribution Amount).

4 To the extent such fees relate to disbursements made on or prior to the Effective Date, such fees are to be paid by

the Reorganized Debtors. To the extent such fees relate to disbursements made after the Effective Date, such fee are to be paid from the Wind-Down Reserve; provided, however, that such fees may also be paid with the proceeds (if any) of Liquidating Debtors’ assets.


14

105. The definition of “Interim Funding” is amended in full to provide the following:

“Interim Funding” means $110 million of additional new-money financing provided by the Plan Sponsor to the Debtors pursuant to the First DIP Amendment, $9.95 million of additional new-money financing provided by the Plan Sponsor pursuant to the Second DIP Amendment, and $235 million of additional new-money financing provided by the Plan Sponsor pursuant to the Third DIP Amendment and the DIP Amendment Orders.

123. The definition of “Other Administrative, Secured, and Priority Claims” is added to the Amended Plan and provides as follows:

“Other Administrative, Secured, and Priority Claims” means all Administrative Expense Claims (other than (i) those included in the definition of Specified Restructuring Costs and (ii) Excluded Other Claims), Allowed Priority Tax Claims, Allowed Other Secured Claims and Allowed Priority Non-Tax Claims.

129. The definition of “Plan Administrator” is amended in full to provide the following:

“Plan Administrator” means a person selected by the Creditors’ Committee and reasonably acceptable to the Debtors and the Plan Sponsor to administer Claims reconciliation of claims in Classes 4, 5, and 10 only, and oversee the wind-down of the Liquidating Debtors’ Estates after the Effective Date. The identity, role, and compensation of the Plan Administrator will be disclosed in the Plan Supplement. In the event there is a dispute between the Creditors’ Committee, on the one hand, and the Debtors and/or the Plan Sponsor, on the other hand, with respect to the Creditors’ Committee’s selection of the Plan Administrator and/or the Plan Administrator’s designation of its professionals, the Creditors’ Committee may file an application with the Bankruptcy Court to have the Bankruptcy Court determine whether the Debtors’ and/or the Plan Sponsor’s consent is being unreasonably withheld.

172. The definition of “SoftBank Rollover BidCo Equity” is amended in full to provide the following:

“SoftBank Rollover BidCo Equity” means a dollar for dollar exchange of SoftBank’s Cash recovery on account of its Allowed DIP Claims (approximately $91 million plus accrued interest) for the same amount of BidCo Equity Interests (approximately $91 million plus accrued interest).


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173. The definition of “Specified Restructuring Costs” is added to the Amended Plan and provides as follows:

“Specified Restructuring Costs” means the sum of (a) all Professional fees and expenses of the parties specified on the Professional Fee Schedule in an amount not to exceed the amount set forth on the Professional Fee Schedule, (b) the costs of the Claims and Noticing Agent through the Effective Date,5 (c) amounts to fund the KEIP (not to exceed $7 million), (d) the amount of the Wind-Down Reserve and (e) $1 million.

2.3. Anticipated Recoveries

The Amended Plan alters the treatment of: (1) DIP Claims; (2) Secured Notes Claims – Class 1; (3) General Unsecured Claims – Class 4; and (4) Ongoing Trade Claims – Class 5, and creates a Class for Convenience Claims – Class 10. In summary: DIP Claims. Allowed DIP Claims shall receive the treatment contemplated under the Prior Plan; provided that the definitions of (a) “SoftBank Rollover BidCo Equity”; (b) “Interim Funding”; and (c) “BidCo Equity Consideration” have been amended, as stated above.

Class 1. The Secured Notes Claims shall be Allowed in full (for the avoidance of doubt, excluding the amount of the “roll-up” loans). Allowed Secured Notes Claims shall receive the treatment contemplated under the Prior Plan; provided that the definition of “BidCo Equity Consideration” has been amended, as stated above.

Class 4. Allowed General Unsecured Claims have been divided into Class 4 and Class 10. Class 4 consists of all Allowed General Unsecured Claims other than the Convenience Class Claims. Holders of Allowed Claims in Class 4 shall receive their pro rata share (taking into account the amount of Allowed Claims in Class 5) of the re-defined General Unsecured Claims Settlement Distribution, calculated as the Global Unsecured Settlement Distribution Amount minus the Convenience Class Distribution Amount.

The General Unsecured Claims Settlement Distribution will be at least $9.3 million, an

improvement of more than 50% over the $6.1 million that would have been distributed to Class 4 creditors under the Prior Plan. Based on the Debtors’ estimates of the total amount of claims in Classes 4 and 5, the estimated recovery for holders of Allowed General Unsecured Claims ranges from 14% to 16.8%, compared to 7.6% to 9.1% under the Prior Plan.

Class 5. Holders of Allowed Ongoing Trade Claims shall receive the treatment contemplated in the Prior Plan, as modified to reflect that they will recover from the re-defined General Unsecured Claims Settlement Distribution, calculated as the Global Unsecured Settlement Distribution Amount minus the Convenience Class Distribution, on a pro rata basis with other

5 To the extent the Plan Administrator requests the services of the Claims and Noticing Agent after the Effective

Date, such costs are to be paid from the Wind-Down Reserve.


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General Unsecured Claims in Class 4, which increases the pool of available assets from $6.1 million to at least $9.3 million. The estimated recovery for holders of Allowed Ongoing Trade Claims is 56.7% to 65.4 %, compared to 50.3% to 57.8% under the Prior Plan.

For the avoidance of doubt, (a) the definition of Ongoing Trade Claims Recovery Pool remains unchanged from the Prior Plan and (b) the Ongoing Trade Claims Recovery Pool shall not be funded out of the Global Unsecured Settlement Distribution Amount.

Class 10. The Amended Plan creates a Class of Convenience Claims previously classified as General Unsecured Claims under Class 4. The Amended Plan treats Class 10 as follows:

Except to the extent that a holder of an Allowed Convenience Class Claim agrees to a less favorable treatment of such Claim, such holder shall receive its pro rata share of the Convenience Class Distribution Amount on the later of the Effective Date and the date that is ten (10) business days after the date such Convenience Class Claim becomes an Allowed Claim. In exchange for receiving its distribution from the Convenience Class Distribution Amount, the holder of an Allowed Convenience Class Claim shall execute and deliver a written release of all claims and causes of action against the Debtors (including the Reorganized Debtors), the Debtors’ non-Debtor affiliates, the Released Parties, and any successor to the foregoing in any applicable jurisdiction, and such person or company shall agree (if requested and subject to availability) to provide services to the Reorganized Debtors on terms no less favorable than those provided to the Debtors in the preceding six-month period prior to the Petition Date subject to appropriate annual price increases.

For the avoidance of doubt, any portion of the Convenience Class Distribution Amount not required to make payments on account of Allowed Convenience Class Claims shall be reallocated to the General Unsecured Claims Settlement Distribution.

Each holder of an Allowed Convenience Class Claim that votes to accept the Plan shall receive an Avoidance Action Release.

The Debtors and the Creditors’ Committee have agreed on a list of holders (the “List of Convenience Class Claimants”) that may be eligible holders of Convenience Class Claims. For the avoidance of doubt, the Plan Administrator will ultimately determine whether an entity on the List of Convenience Class Claimants satisfies the definitional requirements to receive treatment under Class 10.

As shown by the chart below, the Settlement improves recovery for several Classes:


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Class Designation Voting Status

Treatment Projected Amount of

Claims ($USMM)

Projected Recoveries

1 Secured Notes Claims

Impaired

Entitled to Vote

On the Effective Date or as soon as practicable thereafter, except to the extent that a holder of an Allowed Secured Notes Claim, and the Debtors, with the consent of the Plan Sponsor, agree to a less favorable treatment, each such holder, in full and final satisfaction, settlement, release and discharge of each Allowed Secured Notes Claim, shall receive its pro rata share of the BidCo Equity Consideration for Allowed Secured Notes Claims, and that portion of the Allowed Secured Notes Claims not satisfied with the pro rata portion of the BidCo Equity Consideration will be considered as uncollectible accounts, and the obligations of the Debtors thereunder or in any way related thereto will be deemed extinguished and cancelled in full.

$1,643.86 5.9%

6 This calculation excludes amounts “rolled up” from the $1,733,809,254.40 of Secured Notes outstanding as of

the Petition Date into DIP Claims.


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Claims ($USMM)


2 Other Secured Claims

Unimpaired

Deemed to Accept

Except to the extent that a holder of an Allowed Other Secured Claim agrees to a less favorable treatment, at the option of the Debtors, with the consent of the Plan Sponsor, or the Reorganized Debtors, as applicable, in exchange for full and final satisfaction, settlement, release and discharge of each Allowed Other Secured Claim, as applicable: (i) such holder shall receive Cash in an amount equal to the Allowed amount of such Claim on the later of the Effective Date and the date that is ten (10) business days after the date such Other Secured Claim becomes an Allowed Claim; (ii) such holder’s Allowed Other Secured Claim shall be Reinstated; (iii) such holder shall receive the collateral securing such Claim and payment of interest required under section 506(b) of the Bankruptcy Code; or (iv) such holder shall

$0.05 - $0.10 100.0%


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Claims ($USMM)


receive such other treatment as will render its Allowed Other Secured Claim Unimpaired.

3 Priority Non-Tax Claims

Unimpaired

Deemed to Accept

Except to the extent that a holder of an Allowed Priority Non-Tax Claim against the Debtors agrees to a less favorable treatment of such Claim, at the option of the Debtors, with the consent of the Plan Sponsor: (i) such holder shall receive Cash in an amount equal to the Allowed amount of such Priority Non-Tax Claim on the later of the Effective Date and the date that is ten (10) business days after the date such Priority Non-Tax Claim becomes an Allowed Claim; or (ii) such other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code.

$0.00 100.0%

4 General Unsecured Claims

Impaired Except to the extent that a holder of an Allowed General Unsecured Claim

$55.52 - $65.787

14% - 16.8%

7 The projected amount of claims for Class 4 is based on the Debtors’ and FTI’s review of the scheduled liabilities,

filed proofs of claim, and the list of Executory Contracts and Unexpired Leases to be rejected as agreed to by the Plan Sponsor as reflected in the Notice of Rejection [Docket No. 573].


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Claims ($USMM)


Entitled to Vote

agrees to less favorable treatment, on or as soon as is reasonably practicable after the Effective Date, each holder thereof, in exchange for full and final satisfaction shall receive its pro rata share of the General Unsecured Claims Settlement Distribution. Each holder of an Allowed General Unsecured Claim that votes to accept the Plan shall also receive an Avoidance Action Release.

5 Ongoing Trade Claims

Impaired

Entitled to Vote

Except to the extent that a holder of an Allowed Ongoing Trade Claim agrees to less favorable treatment, on or as soon as is reasonably practicable after the Effective Date, in exchange for full and final satisfaction, settlement, release and discharge of each Allowed Ongoing Trade Claim, each holder of a Claim in Class 5 shall receive

$0.72 - $0.828 56.7% - 65.4%

8 The projected amount of claims for Class 5 is based on the list of holders of Ongoing Trade Claims as agreed to

by the Debtors and the Plan Sponsor and based on the Debtors’ and FTI’s review of the scheduled liabilities and filed proofs of claims related thereto.


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Claims ($USMM)


the following treatment:

If Class 5 votes to accept the Plan, each holder of an Allowed Ongoing Trade Claim shall receive its pro rata share of both the General Unsecured Claims Settlement Distribution and the Ongoing Trade Claims Recovery Pool. For the avoidance of doubt, a vote in favor of the Plan shall constitute an agreement by each holder of an Allowed Ongoing Trade Claim to continue to provide goods and services to the Reorganized Debtors on terms and conditions no less favorable than currently provided.

If Class 5 votes to reject the Plan, each holder of an Allowed Claim in Class 5 shall receive its pro rata share of the General Unsecured Claims Settlement Distribution.

Each holder of an Allowed Ongoing Trade Claim that votes to accept the Plan shall


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Claims ($USMM)


also receive an Avoidance Action Release.

6 Intercompany Claims

Impaired OR Unimpaired

Deemed to Reject OR Accept

On the Effective Date, all Intercompany Claims will be adjusted, continued, settled, Reinstated, discharged, or eliminated, as determined by the Debtors with the consent of the Plan Sponsor. For the avoidance of doubt, the treatment provided for in this paragraph shall extend to all Intercompany Claims as between the Debtors (including any Liquidating Debtor) or between any of the Debtors and any of their non-Debtor affiliates.

N/A 0% to 100%

7 Intercompany Interests

Impaired OR Unimpaired

Deemed to Reject OR Accept

On the Effective Date, all Intercompany Interests will be adjusted, continued, settled, Reinstated, discharged, or eliminated, as determined by the Debtors, with the consent of the Plan Sponsor, or the Plan Administrator, as applicable.

N/A 0% to 100%


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Claims ($USMM)


8 Section 510(b) Claims

Impaired

Deemed to Reject

On the Effective Date, all section 510(b) Claims shall be discharged without any Distribution.

$0.00

0.0%

9 OneWeb Interests

Impaired

Deemed to Reject

On the Effective Date, all OneWeb Interests shall be deemed cancelled and extinguished and shall be of no further force and effect, whether surrendered for cancellation or otherwise, and there shall be no Distribution under the Plan to the holders of OneWeb Interests on account of such Interests.

N/A 0.0%

10 Convenience Claims

Impaired

Entitled to Vote

Except to the extent that a holder of an Allowed Convenience Class Claim agrees to a less favorable treatment of such Claim, such holder shall receive its pro rata share of the Convenience Class Distribution Amount on the later of the Effective Date and the date that is ten (10) business days after the date such Convenience

$.54-.68 100%9

9 Excluding postpetition interest. Because the total distribution to Convenience Class Claims is limited to $700,000,

holders of Convenience Class Claims are at risk of not receiving 100% on account of such Claims and are therefore not unimpaired.


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Claims ($USMM)


Class Claim becomes an Allowed Claim. In exchange for receiving its distribution from the Convenience Class Distribution Amount, the holder of an Allowed Convenience Class Claim shall execute and deliver a written release of all claims and causes of action against the Debtors (including the Reorganized Debtors), the Debtors’ non-Debtor affiliates, the Released Parties, and any successor to the foregoing in any applicable jurisdiction, and such person or company shall agree (if requested and subject to availability) to provide services to the Reorganized Debtors on terms no less favorable than those provided to the Debtors in the preceding six-month period prior to the Petition Date subject to appropriate annual price increases.

Each holder of an Allowed Convenience Class Claim that votes


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Claims ($USMM)


to accept the Plan shall also receive an Avoidance Action Release.

2.4. Funding Caps

The provision for an “Effective Date Cash Funding Cap” in Section IX.B.10.i is amended in full to provide the following:

Funding Caps. The Specified Restructuring Costs through the Effective Date (accrued or paid) shall not exceed $87.1 million. The Effective Date Cash Funding Reserve Amount shall not exceed $1.5 million (the “Effective Date Cash Funding Reserve Cap”).

Notwithstanding the foregoing funding caps, the Debtors may use any unused amounts allocated to the Specified Restructuring Costs to fund the Other Administrative, Secured and Priority Claims to the extent such Allowed Claims are in excess of $1.5 million.

2.5. Sources of Consideration for Plan Distributions

The provisions for “Sources of Consideration of Plan Distributions” in Section IV.C are amended in full to provide the following:

Prior to the Effective Date, the Plan Sponsor will be capitalized with Cash and commitments sufficient to satisfy the Additional Cash Plan Funding. The Debtors, Reorganized Debtors and Liquidating Debtor, as applicable, shall fund distributions under the Plan from the proceeds of the (i) DIP Facility, including the Interim Funding, (ii) Cash Consideration, (iii) Additional Cash Plan Funding, (iv) Cash funded by BidCo to fund the Ongoing Trade Claims Recovery Pool and, as the result of the Settlement, to fund the Global Unsecured Claims Settlement Distribution Amount, and (v) BidCo Equity Consideration. For the avoidance of doubt, and without limiting any of the Plan Sponsor’s obligations under the Plan, the Plan Sponsor shall capitalize through amounts funded under the Third DIP Amendment or otherwise, including Cash on hand at the Debtors, the Debtors and Reorganized Debtors, as applicable, with sufficient funds to satisfy the Allowed Excluded Other Claims.


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2.6. The Plan Administrator

The Settlement alters the selection and the role of the Plan Administrator. Under the Amended Plan, the Creditors’ Committee shall select a Plan Administrator reasonably acceptable to the Debtors and the Plan Sponsor. The Plan Administrator shall designate Professionals reasonably acceptable to the Debtors and the Plan Sponsor. In the event there is a dispute between the Creditors’ Committee, on the one hand, and the Debtors and/or the Plan Sponsor, on the other hand, with respect to the Creditors’ Committee’s selection of the Plan Administrator and/or the Plan Administrator’s designation of its Professionals, the Creditors’ Committee may file an application with the Bankruptcy Court to have the Bankruptcy Court determine whether the Debtors’ and/or the Plan Sponsor’s consent is being unreasonably withheld.

Funding for the Plan Administrator shall be limited to the Wind-Down Reserve.

Further, the Reorganized Debtors shall provide the Plan Administrator with reasonable access to their books and records as well as reasonable access to and support of personnel to the same extent as if the Reorganized Debtors were handling the wind-down process. The Reorganized Debtors and the Plan Administrator shall mutually agree on the terms for reimbursing the Reorganized Debtors for out-of-pocket expenses in connection with providing such reasonable access and support to the Plan Administrator

In addition, the Amended Plan provides that:

• with respect to any Claims in Classes 4, 5, and 10 (but, for the avoidance of doubt, no other Claims including any Administrative Expense Claims), the Plan Administrator shall have the exclusive authority to (i) file, withdraw or litigate to judgment, objections to Claims; (ii) settle or compromise any Disputed Claim without any further notice to or action, order or approval by the Bankruptcy Court; and (iii) direct the Claims and Noticing Agent to adjust the claims register to reflect any resolutions of Disputed Claims; and

• the Plan Administrator shall have the exclusive authority to determine whether a Claim satisfies the requirements for the status of a Convenience Class Claim in Class 10.

The Debtors, with the consent of the Plan Sponsor (not to be unreasonably withheld),

reserve the right to modify the Plan, either before or after the Confirmation Date, to make non-material mechanical changes to provide for the establishment of a liquidating trust and such liquidating trust would hold and wind down the Liquidating Debtors, should the Debtors determine, in their discretion, that a liquidating trust would more efficiently wind down the Estates; provided that: (i) for the purposes of the foregoing Plan Sponsor may reasonably withhold consent in the event that the establishment of a liquidating trust or the appointment of a liquidating trustee in place of the Plan Administrator could result in any adverse tax or other impact to the Reorganized Debtors or the Plan Sponsor; and (ii) that any such modifications shall not affect the Committee’s or the Plan Administrator’s rights under the Plan, including, without limitation, the


27

Committee’s right to select the Plan Administrator or, in the event a liquidating trust is established, the liquidating trustee.

2.7. Continued Corporate Existence

The Amended Plan clarifies the effect of confirmation on the Debtors:

The Confirmation Order shall provide that on the Effective Date, each of the Debtors’ chapter 11 cases, except the chapter 11 case of the Liquidating Debtor shall be closed, and the chapter 11 cases and the administration of the Plan for all Debtors shall be administered through the Liquidating Debtor’s chapter 11 case, including for the purpose of reconciling Claims against all of the Debtors. Once the Plan has been fully administered, the Plan Administrator shall file a final report and a motion seeking a final decree in accordance with the applicable Bankruptcy Rules.

2.8. Prosecution of Objections to Claims

The Amended Plan clarifies which entities will have the authority to object to which types of claims. The Amended Plan provides that:

• The Plan Administrator shall have the exclusive authority to, (i) with

respect to any Claims in Classes 4, 5, and 10 against any Debtor (but, for the avoidance of doubt, no other Claims including any Administrative Expense Claims) (a) file, withdraw or litigate to judgment, objections to Claims; (b) settle or compromise any Disputed Claim without further notice or action, order or approval by the Bankruptcy Court; and (c) direct the Claims and Noticing Agent to adjust the claims register to reflect any resolutions of Disputed Claims; and (ii) determine whether a Claim satisfies the requirements for the status of an Allowed Convenience Class Claim in Class 10.

• With respect to all Claims against any Debtor other than Claims in Classes 4, 5 and 10, the Reorganized Debtors shall have the exclusive authority to (a) file, withdraw or litigate to judgment, objections to Claims; (b) settle or compromise any Disputed Claim without further notice or action, order or approval by the Bankruptcy Court; and (c) direct the Claims and Noticing Agent to adjust the claims register to reflect any resolutions of Disputed Claims

2.9. Releases and Exculpations

For the avoidance of doubt, the Amended Plan does not amend the Debtor Releases and Third Party Releases, other than to add each of the Mediation Parties (to the degree such parties were not already Released Parties) to the definition of Released Parties, with the exception of the Plan Sponsor, which shall neither be a Released Party or a Releasing Party. The Amended Plan


28

incorporates the releases and exculpations in Sections XI.D-E of the Prior Plan, including by providing standard releases of all claims and causes of action against (a) the holders of the Secured Notes Claims (including in their capacity as holders of DIP Claims), regardless of whether or not they vote in favor of the Amended Plan, (b) the Debtors’ directors and officers and other Representatives, including their Professionals, (c) the Mediation Parties and their respective Professionals, and (d) the members of the Creditors’ Committee and their respective Professionals, each in their capacities as such.

2.10. The “Best Interests” Test

As set forth in section VI.A.2 of the Disclosure Statement, the “best interests” test requires the Bankruptcy Court to find either:

• that all members of each impaired Class have accepted the Amended Plan; or

• that each holder of an Allowed Claim or Interest in each impaired Class

of Claims or Interests will receive or retain under the Amended Plan on account of such Claim or Interests, property of a value, as of the Effective Date of the Amended Plan, that is not less than the amount such holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on such date.

To determine what the holders of Claims and Interests in each impaired Class would

receive if the Debtors were liquidated under chapter 7 on the Confirmation Date, the Bankruptcy Court must determine the dollar amount that would have been generated from the liquidation of the Debtors’ assets and properties in a liquidation under chapter 7 of the Bankruptcy Code.

The incorporation of the Settlement does not materially change the Liquidation Analysis

attached to the Disclosure Statement because impaired Classes would recover substantially less in liquidation compared to such recovery under either the Prior Plan or the Amended Plan, and liquidation valuation remains unchanged. Indeed, the Amended Plan provides improved recoveries for holders of Allowed Class 4, Class 5, and Class 10 Claims compared to the Prior Plan. Thus, the Amended Plan satisfies the “best interests” test.

ARTICLE III.

SOLICITATION AND VOTING PROCEDURES

3.1. Ongoing Prior Plan Solicitation and Solicitation of the Amended Plan

On September 1, 2020, after notice and a hearing, the Bankruptcy Court entered an order [Docket No. 535] (the “Disclosure Statement Order”) that, among other things: (a) approved the Disclosure Statement as containing “adequate information” to enable a hypothetical, reasonable investor typical of holders of Claims against or Interests in the Debtors to make an informed judgment as to whether to accept or reject the Prior Plan; and (b) authorized the Debtors to use the Disclosure Statement in connection with the solicitation of votes to accept or reject the Prior Plan.


29

The Disclosure Statement Order established, among other things, a voting deadline for the Prior Plan. The Amended Plan does not treat any Class (aside from Secured Notes Claims, each holder of which has consented to the Settlement) worse than the Prior Plan. To the contrary, the Amended Plan proposes to provide creditors in Classes 4, 5, and 10 with significantly greater recovery than they would have received under the Prior Plan. IN LIGHT OF THESE CHANGES, THE VOTING DEADLINE HAS BEEN EXTENDED FROM SEPTEMBER 25, 2020 TO SEPTEMBER 29, 2020 AT 4:00 P.M. (PREVAILING EASTERN TIME). HOLDERS OF CLAIMS IN CLASSES 1, 4, 5, AND 10 MAY VOTE ON THE AMENDED PLAN BY THE EXTENDED VOTING DEADLINE. HOLDERS OF SUCH CLAIMS THAT ALREADY CASTED A VOTE ON THE PRIOR PLAN MAY CHANGE THEIR VOTE.

3.2. The Disclosure Statement Supplement Order

On September 23, 2020, the Bankruptcy Court entered the Order (I) Conditionally Approving Debtors’ Disclosure Statement Supplement For Distribution to Voting Classes; (II) Amending Certain Solicitation Deadlines; (III) Scheduling Hearing to Approve Disclosure Statement Supplement on a Final Basis; (IV) Approving the (A) Revised Hearing Notice, (B) Supplemental Committee Letter, and (C) Class 10 Notice as Part of the Solicitation Package; and (V) Granting Related Relief [Docket No. 586] (the “Disclosure Statement Supplement Order”), which, among other things, (a) conditionally approved the Disclosure Statement Supplement as containing “adequate information” within the meaning of section 1125 of the Bankruptcy Code, (b) scheduled a final hearing to approve the Disclosure Statement Supplement and (c) approved amended solicitation and voting procedures in connection with the Amended Plan. A copy of the Disclosure Statement Supplement Order is annexed hereto as Exhibit 3. The Disclosure Statement Supplement Order establishes September 29, 2020 at 4:00 p.m. (prevailing Eastern Time) as the Extended Voting Deadline for eligible Claims to return Opt-Out Forms and/or Ballots to accept or reject the Amended Plan and establishes September 29, 2020 at 4:00 p.m. as the deadline for filing objections with respect to treatment of Classes 1, 4, 5, and 10. ENTRY OF THE DISCLOSURE STATEMENT SUPPLEMENT ORDER DOES NOT CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT AS TO THE FAIRNESS OR MERITS OF THE DISCLOSURE STATEMENT SUPPLEMENT OR AMENDED PLAN. The Disclosure Statement Supplement Order sets forth in detail the deadlines, procedures and instructions for eligible Classes to vote to accept or reject the Amended Plan (including changing votes if a Claimant previously cast a Ballot for the Prior Plan) and for filing objections to confirmation of the Amended Plan, the record date for voting purposes, and the applicable standards for tabulating Ballots.

This Disclosure Statement Supplement and the Disclosure Statement may be obtained free of charge from the Claims and Noticing Agent by: (1) visiting http://www.omniagentsolutions.com/onewebglobal; (2) writing to the Solicitation Agent at OneWeb Global Limited, et al. Ballot Processing, c/o Omni Agent Solutions, 5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367; or (3) calling (866) 680-8121.


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3.3. The Disclosure Statement Supplement Hearing

In accordance with the Disclosure Statement Supplement Order, a hearing will be held before the Honorable Robert D. Drain, United States Bankruptcy Judge for the Southern District of New York, at the United States Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York 10601, on October 2, 2020, at 10:00 a.m. (prevailing Eastern Time). The Debtors will request (a) approval of the Disclosure Statement Supplement and (b) confirmation of the Amended Plan, as it may be amended, supplemented, or modified from time to time, under section 1129(b) of the Bankruptcy Code, and they have reserved the right to modify the Amended Plan to the extent, if any, that confirmation pursuant to section 1129 of the Bankruptcy Code requires modification, subject to the terms of the Amended Plan. Objections, if any, to the Disclosure Statement Supplement must be filed and served so that they are received on or before September 30, 2020, at 4:00 p.m. (prevailing Eastern Time). The Confirmation Hearing may be adjourned from time to time without further notice except for the announcement of the adjourned date and time at the Confirmation Hearing or any adjournment thereof or an appropriate filing with the Bankruptcy Court.

At the Confirmation Hearing, the Bankruptcy Court will, among other things:

• consider whether the Disclosure Statement Supplement contains

“adequate information” as required by section 1125 of the Bankruptcy Code;

• determine whether sufficient majorities in number and amount from each Class entitled to vote have delivered properly executed Ballots accepting the Amended Plan;

• hear and determine objections, if any, to the Disclosure Statement Supplement and to confirmation of the Amended Plan that have not been previously resolved;

• determine whether the Amended Plan meets the confirmation requirements of the Bankruptcy Code; and

• determine whether the confirm the Amended Plan.

[Remainder of Page Intentionally Left Blank]


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ARTICLE IV.

CONCLUSION AND RECOMMENDATION

The Debtors believe that the Confirmation and consummation of the Amended Plan is preferable to all other alternatives. Consequently, the Debtors, the Plan Sponsor, and the Creditors’ Committee urge all parties entitled to vote to accept the Amended Plan and to evidence their acceptance by duly completing and returning their Ballots so that they will be received on or before the Extended Voting Deadline.

Dated: September 24, 2020 Respectfully submitted,

OneWeb Global Limited, on behalf of itself and each of the other Debtors

By: /s/ Thomas Whayne Name: Thomas Whayne


Documents

20-22437-rdd Doc 589 Filed 09/24/20 Entered 09/24/20 11:44 ... · 20-22437-rdd Doc 589 Filed 09/24/20 Entered 09/24/20 11:44:43 Main Document Pg 1 of 34. Dated: September 24, 2020