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PUBLIC VERSION
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA,
Plaintiff,
v.
MITTAL STEEL COMPANY N.V.,
Defendant.
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Civil Action No. l:06CV1360-ESH
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TRUSTEE'S FOURTH REPORT PURSUANT TO FINAL JUDGMENT
Joseph G. Krauss ("Trustee"), having been appointed by the Court on August 7,
2007 pursuant to the Final Judgment entered May 23, 2007, submits the following report,
as of January 30, 2007, pursuant to Article V(F) of the Final Judgment.
1. The Order appointing Trustee was issued after Defendant had already reached an
agreement with Bethlehem Acquisition Co. (a.k.a. E2 Acquisition Corp.) ("E2") to divest the
Sparrows Point business to E2 (the "E2 Agreement"). That Order specifically stated that
"[notwithstanding any provision of the Final Judgment, the Trustee may satisfy its
responsibility
to effect the divestiture of Sparrows Point... by carrying out the sale of Sparrows Point in
accordance with the [E2 Agreement] . ..." After consulting with Plaintiff and Defendant,
Trustee determined that, given this language in the Order and the circumstances and timing
surrounding his appointment, that his role in effecting the divestiture would be limited to
staying
appraised of the status of the transaction through regular communication with E2 and
Defendant,
keeping Plaintiff informed of any pertinent developments and generally making himself
available to facilitate the resolution of any outstanding issues as identified by Plaintiff,
Defendant or E2.
2. As detailed in previous Trustee Reports, as it became increasingly more apparent
that E2 neither had an agreement with the United Steel, Paper and Forestry, Rubber,
Manufacturing Energy, Allied Industrial and Service Workers International Union ("USW")
nor
adequate financing to complete the divestiture by November 30, 2007, the date after which
either
of the parties could terminate the E2 Agreement, E2 requested an extension of that termination
date to December 10, 2007 (the "Extension Period"). After consulting with Plaintiff, E2 and
USW, Trustee and Defendant agreed that the granting of the Extension Period was warranted.
On December 11, 2007, E2 notified Trustee that it still did not have an agreement with USW
and
had not been able to arrange financing to complete the divestiture. In light of these
developments, Trustee determined that the course of action that would best facilitate an
effective
and efficient divestiture of the Sparrows Point business would be to terminate the E2
Agreement. Consequently, on December 14, 2007, Trustee instructed the Defendant to
terminate the E2 agreement and Defendant did so by letter dated December 16, 2007.
3. Since December 16, 2007 (and in fact beginning on December 1, 2007)
Trustee has been working diligently to market and sell the Sparrows Point business and
identify a buyer acceptable to Plaintiff as soon as possible and at the best price and
terms reasonably obtainable. Toward this end, the Trustee has taken the following steps
to market and sell the Sparrows Point business, including:
- During the weeks of December 3, 2007 and December 10, 2007, Trustee engaged
corporate, real estate, environmental, labor, employee benefits and tax counsel
("Trustee Counsel"). Trustee Counsel met with Defendant's counsel on
December 7, 2007, to exchange information regarding the previous sales process
for the Sparrows Point business.
- Trustee and Trustee Counsel met with Morgan Stanley & Co. Limited ("Morgan
Stanley"), the investment bank that previously marketed the Sparrows Point
business on behalf of Defendant, on December 13, 2007. After this meeting, the
Trustee determined that hiring Morgan Stanley as his investment banker to assist
in the sale would best facilitate an effective and efficient divestiture. Morgan
Stanley began preparations to market Sparrows Point shortly thereafter. Morgan
Stanley's engagement by the Trustee was formalized by the execution of an
engagement letter on January 21, 2008 by Trustee, Defendant, and Morgan
Stanley.
- REDACTED
- During the weeks of December 17, 2007, and December 24, 2007, Trustee
Counsel reviewed the data room that had been assembled for the previous sales
process to determine what actions were necessary to update the data room before
prospective bidders were given access. Trustee Counsel notified Defendant's
counsel of what items needed to be updated, the Defendant's counsel initiated the
update and the data room was opened for review by prospective bidders on
January 24, 2008.
- Trustee, Trustee Counsel and Morgan Stanley attended a briefing and tour of the
Sparrows Point Facility on January 15, 2008, to familiarize themselves with the
operations and physical layout of the plant and to be briefed by Sparrows Point
management on various issues that may be relevant to prospective bidders.
- Trustee Counsel drafted a new form of purchase agreement to be made available
to prospective bidders. Trustee Counsel relied substantially on the draft form of
agreement that Defendant used during the initial sales process; however,
substantial editing and updating was required to address new issues. That draft
agreement was prepared and made available in the data room on January 24,
2008.
- Trustee and Trustee Counsel revised and updated various materials prepared for
and used in the previous sales process, including a background "teaser" that
would be made available to elicit interest from potential purchasers, and an
information memorandum that contained various information and facts regarding
the Sparrows Point business.
- Trustee and Trustee Counsel met with representatives of the USW on
January 16, 2008, to inform the USW of the sales process and to answer
any questions they had regarding the sales process. Trustee and Trustee
Counsel had a follow-up conference call with USW representatives on
January 25, 2008 and plan to meet in person again during the week of
January 28, 2008.
- Trustee, Trustee Counsel and Morgan Stanley compiled a list of
prospective bidders that included: (1) entities that had participated in the
previous bidding process for Sparrows Point; (2) entities that, by virtue of
their business, Morgan Stanley thought might be interested in acquiring
Sparrows Point: and (3) entities that contacted Trustee or Defendant
following press reports of the termination of the E2 Agreement and
expressed an interest in participating in a new bidding process.
- REDACTED
4. Since the termination of the E2 Agreement, as of close-of-business on
January 29, 2008, Trustee has received indications of interest or has contacted the
following entities (or representatives thereof) regarding the acquisition of Sparrows
Point (all dates in 2008 unless otherwise stated):
REDACTED
THIS PAGE HAS BEEN REDACTED
IN ITS ENTIRETY
THIS PAGE HAS BEEN REDACTED
IN ITS ENTIRETY
REDACTED
5. Trustee will continue to work diligently to market and sell the Sparrows Point
business and identify a buyer acceptable to Plaintiff as soon as possible and at the best
price and
terms reasonably obtainable.
6. Under Section V.G. of the Final Judgment, if the trustee has not accomplished the
divestiture of Sparrows Point within 6 months after his appointment, the trustee is to
file a report
setting forth (i) the efforts made to accomplish the divestiture, (ii) the reassons why the
divestiture has not been accomplished, and (iii) the trustee's recommendation. Trustee
recommends that he be allowed to continue the sales process that is now underway
for the following reasons:
- The Order appointing Trustee on August 7, 2007 was issued after Defendant had
already entered into the E2 Agreement and stated that "[notwithstanding any
provision of the Final Judgment, the Trustee may satisfy its responsibility to
effect the divestiture of Sparrows Point... by carrying out the sale of Sparrows
Point in accordance with the [E2 Agreement] . . . ." Given the timing of his
appointment, the above quoted language, and the clear agreement of both Plaintiff
and Defendant that closing of the E2 Agreement was the most promising means
of divesting Sparrows Point, Trustee, with the consent of Plaintiff, did not take
over day-to-day responsibility for completing the divestiture, but rather allowed
Defendant to attempt to complete the transaction it had negotiated.
- For the reasons detailed above and in prior reports, the E2 Agreement did not
result in the sale of Sparrows Point and was terminated on December 16, 2007. It
was only at this point that Trustee could practically take over day-to-day efforts to
divest Sparrows Point. Since this date, as detailed above, Trustee, with the
assistance of Trustee Counsel and Morgan Stanley, and with the cooperation of
Defendant, have diligently worked to initiate an effective but accelerated sales
process, which was formally launched on January 21, 2008.
- REDACTED
- Given this accelerated schedule timetable and the resources that Trustee
and his counsel have already expended to facilitate this divestiture as
quickly as possible, Trustee believes that continuation of his appointment
will best facilitate an effective and efficient divestiture of the Sparrows
Point business.
7. Prior to submitting this report, Trustee has provided it to both
Plaintiff and Defendant for review.
| Dated: January 30, 2008 |
Respectfully submitted, |
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_______________/s/________________ Joseph G. Krauss, Trustee
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