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MIG 2009 Disclosure Statement

MIG 2009 Disclosure Statement

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Published by Chapter 11 Dockets
MIG 2009 Disclosure Statement
MIG 2009 Disclosure Statement

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Published by: Chapter 11 Dockets on Jul 03, 2014
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Second Amended Disclosure Statement
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
In re:MIG, INC.,Debtor.Chapter 11Case No. 09-12118 (KG)
SECOND AMENDED DISCLOSURE STATEMENT WITH RESPECT TO THEJOINT SECOND AMENDED CHAPTER 11 PLAN OF REORGANIZATION FOR MIG, INC.
Scott D. Cousins (DE Bar No. 3079)Sandra G. M. Selzer (DE Bar No. 4283)GREENBERG TRAURIG, LLPThe Nemours Building1007 North Orange Street, Suite 1200Wilmington, Delaware 19801Telephone: (302) 661-7000Facsimile: (302) 661-7360cousinss@gtlaw.comselzers@gtlaw.comIan Connor BifferatoThomas F. Driscoll IIIBIFFERATO, LLC800 N. King Street, Plaza LevelWilmington, Delaware 19801Telephone: (302) 225-7600Facsimile: (302) 254-5833cbifferato@bifferato.comtdriscoll@bifferato.com-and- -and- Nancy A. MitchellMaria J. DiConzaGREENBERG TRAURIG, LLP200 Park Avenue New York, New York 10166Telephone: (212) 801-9200Facsimile: (212) 801-6400mitchelln@gtlaw.comdiconzam@gtlaw.comCarmen H. LonsteinAndrew P.R. McDermottBAKER & MCKENZIE LLPOne Prudential Plaza, Suite 3500130 E. Randolph DriveChicago, Illinois 60601Telephone: (312) 861-8000Facsimile: (312) 698-2370carmen.lonstein@bakernet.comandrew.mcdermott@bakermckenzie.comCounsel to the Debtor and Debtor-in-PossessionCounsel to the Official Committee of Unsecured CreditorsDATED: August 19, 2010
Case 09-12118-KG Doc 965 Filed 08/23/10 Page 1 of 112
 
Second Amended Disclosure Statement
DISCLAIMER 
THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT ISINCLUDED HEREIN FOR PURPOSES OF SOLICITING ACCEPTANCES OF THE JOINTSECOND AMENDED CHAPTER 11 PLAN FOR MIG, INC. PROPOSED BY THE DEBTOR AND THE COMMITTEE (THE “PLAN PROPONENTS”) AND MAY NOT BE RELIEDUPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON THEPLAN. NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANYREPRESENTATIONS, OTHER THAN THE INFORMATION AND REPRESENTATIONSCONTAINED IN THIS DISCLOSURE STATEMENT, REGARDING THE PLAN OR THESOLICITATION OF ACCEPTANCES OF THE PLAN.EXCEPT AS OTHERWISE PROVIDED HEREIN, CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THIS DISCLOSURE STATEMENT HAVE THEMEANINGS ASCRIBED TO THEM IN THE PLAN. UNLESS OTHERWISE NOTED, ALLDOLLAR AMOUNTS PROVIDED IN THIS DISCLOSURE STATEMENT AND THE PLANARE GIVEN IN UNITED STATES DOLLARS.THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAINPROVISIONS OF THE PLAN, CERTAIN STATUTORY PROVISIONS, CERTAINDOCUMENTS RELATING TO THE PLAN, CERTAIN EVENTS THAT HAVE OCCURREDIN THE CHAPTER 11 CASE, AND CERTAIN FINANCIAL INFORMATION. ALTHOUGHTHE PLAN PROPONENTS BELIEVE THAT ALL SUCH SUMMARIES ARE FAIR ANDACCURATE AS OF THE DATE HEREOF, SUCH SUMMARIES ARE QUALIFIED TO THEEXTENT THAT THEY DO NOT SET FORTH THE ENTIRE TEXT OF UNDERLYINGDOCUMENTS AND TO THE EXTENT THAT THEY MAY CHANGE AS PERMITTED BYTHE PLAN AND APPLICABLE LAW. FACTUAL INFORMATION CONTAINED IN THISDISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE DEBTORSMANAGEMENT, EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. NEITHER OFTHE PLAN PROPONENTS WARRANT OR REPRESENT THAT THE INFORMATIONCONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING THE FINANCIALINFORMATION, IS WITHOUT ANY MATERIAL INACCURACY OR OMISSION.CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURESTATEMENT IS BY ITS NATURE FORWARD-LOOKING AND CONTAINS ESTIMATES,ASSUMPTIONS, AND PROJECTIONS THAT MAY BE MATERIALLY DIFFERENT FROMACTUAL, FUTURE RESULTS. EXCEPT WITH RESPECT TO THE PRO FORMAFINANCIAL PROJECTIONS PREPARED BY THE DEBTOR’S MANAGEMENT SETFORTH IN THE ATTACHED EXHIBIT B (THE “PROJECTIONS”) AND EXCEPT ASOTHERWISE SPECIFICALLY AND EXPRESSLY STATED HEREIN, THIS DISCLOSURESTATEMENT DOES NOT REFLECT ANY EVENTS THAT MAY OCCUR SUBSEQUENTTO THE DATE HEREOF AND THAT MAY HAVE A MATERIAL IMPACT ON THEINFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT. THE PLANPROPONENTS DO NOT UNDERTAKE ANY OBLIGATION TO, AND DO NOT INTENDTO, UPDATE THE PROJECTIONS; THUS, THE PROJECTIONS WILL NOT REFLECT THEIMPACT OF ANY SUBSEQUENT EVENTS NOT ALREADY ACCOUNTED FOR IN THEASSUMPTIONS UNDERLYING THE PROJECTIONS. FURTHER, THE PLAN
Case 09-12118-KG Doc 965 Filed 08/23/10 Page 2 of 112
 
Second Amended Disclosure Statement
PROPONENTS DO NOT ANTICIPATE THAT ANY AMENDMENTS OR SUPPLEMENTSTO THIS DISCLOSURE STATEMENT WILL BE DISTRIBUTED TO REFLECT SUCHOCCURRENCES. ACCORDINGLY, THE DELIVERY OF THIS DISCLOSURESTATEMENT WILL NOT UNDER ANY CIRCUMSTANCE IMPLY THAT THEINFORMATION HEREIN IS CORRECT OR COMPLETE AS OF ANY TIMESUBSEQUENT TO THE DATE HEREOF. MOREOVER, THE PROJECTIONS ARE BASEDON ASSUMPTIONS THAT, ALTHOUGH BELIEVED TO BE REASONABLE BY THEDEBTOR, MAY DIFFER FROM ACTUAL RESULTS.ALL HOLDERS OF CLAIMS OR INTERESTS ARE ADVISED ANDENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. PLAN SUMMARIESAND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED INTHEIR ENTIRETY BY REFERENCE TO THE PLAN, THE EXHIBITS ANNEXED TO THEPLAN, THE PLAN SUPPLEMENT DOCUMENTS ONCE FILED, AND THIS DISCLOSURESTATEMENT. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENTARE MADE ONLY AS OF THE DATE HEREOF, AND THERE CAN BE NO ASSURANCETHAT THE STATEMENTS CONTAINED HEREIN WILL BE CORRECT AT ANY TIMEAFTER THE DATE HEREOF.THIS DISCLOSURE STATEMENT HAS BEEN PREPARED INACCORDANCE WITH SECTION 1125 OF THE UNITED STATES BANKRUPTCY CODEAND RULE 3016(C) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND NOT NECESSARILY IN ACCORDANCE WITH FEDERAL OR STATE SECURITIESLAWS OR OTHER NON-BANKRUPTCY LAW. THIS DISCLOSURE STATEMENT HASBEEN NEITHER APPROVED NOR DISAPPROVED BY THE SECURITIES ANDEXCHANGE COMMISSION (THE “SEC”), OR ANY STATE SECURITIES COMMISSION,AND NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS PASSEDUPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINEDHEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING SECURITIES OR CLAIMS OF MIG, INC. IN THIS CASE SHOULDEVALUATE THIS DISCLOSURE STATEMENT AND THE PLAN IN LIGHT OF THEPURPOSE FOR WHICH THEY WERE PREPARED.AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS ANDOTHER ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENTSHALL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE INSETTLEMENT NEGOTIATIONS PURSUANT TO RULE 408 OF THE FEDERAL RULESOF EVIDENCE AND OTHER APPLICABLE EVIDENTIARY RULES. THIS DISCLOSURESTATEMENT SHALL NOT BE ADMISSIBLE IN ANY NON-BANKRUPTCYPROCEEDING NOR SHALL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE ON THETAX, SECURITIES OR OTHER LEGAL EFFECTS OF THE PLAN AS TO HOLDERS OFCLAIMS AGAINST, OR INTERESTS IN, MIG, INC. IN THIS CASE. YOU SHOULDCONSULT YOUR PERSONAL COUNSEL OR TAX ADVISOR WITH RESPECT TO ANY
Case 09-12118-KG Doc 965 Filed 08/23/10 Page 3 of 112

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