August 31, 2022

Lumileds Receives Court Approval of First Day Motions

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Speedy restructure plans seem to be on track

In what may be a positive indication that Lumileds is going to hit its approximated 60-day timeline to exit bankruptcy proceedings, the company has announced that the Honorable Lisa G. Beckerman, United States Bankruptcy Judge for the Southern District of New York, has approved all of Lumileds’ first day motions.

Lumileds filed for Chapter 11 bankruptcy protection on Monday and has reportedly garnered support from the necessary two-thirds of creditors and lienholders in order to speed through the bankruptcy proceedings, receive financing and shift ownership of the company from Apollo and Royal Philips to numerous lenders.

Below is the announcement by Lumileds and a list of motions that were scheduled to be heard on Tuesday. Electronic court records do not yet show any court orders other than those approving attorneys to represent the debtor.

Lumileds Receives Court Approval of First Day Motions

Obtains Interim Approval to Access up to $275 Million of DIP Financing
Court Approves Payments to Trade Creditors in Ordinary Course
Global Operations Continue in Normal Course with Customers, Vendors, Suppliers, and Employees

SAN JOSE, Calif. -- Lumileds Holding B.V. (“Lumileds” or the “Company”), a global leader in innovative lighting solutions, announced today that it has received interim approval from the U.S. Bankruptcy Court for the Southern District of New York (the “Court”) for all the first day motions related to its prepackaged Chapter 11 filed on August 29, 2022. The approved motions will immediately solidify the Company’s liquidity position and maintain normal course operations throughout the financial restructuring.

As part of these motions, the Court today granted Lumileds access to up to $275 million in debtor-in-possession (“DIP”) financing that, together with the Company’s available cash reserves and cash provided by operations, will provide sufficient liquidity for Lumileds to continue meeting its ongoing obligations in the ordinary course. Lumileds will continue to seamlessly deliver products and services to customers. Lumileds’ vendors and suppliers will not be impaired and will be paid for all valid amounts owed as they come due. Employees will also continue to receive their usual wages and benefits without interruption.

“The approval of our first day motions is an important milestone in our recapitalization and financial restructuring efforts, which will allow us to operate in the normal course as we de-leverage our balance sheet and further position Lumileds to capture opportunities in the market and accelerate our growth,” said Matt Roney, CEO of Lumileds. “We remain focused on driving innovation and delivering never before possible solutions for lighting, safety, and well-being. I want to reiterate my thanks to our customers, vendors, suppliers, employees, and lenders for their continued support as we move through this process on an expedited timeline.”

As previously announced, Lumileds has received support from the requisite lenders on the terms of a comprehensive financial restructuring that would significantly de-leverage and strengthen its balance sheet by over $1.3 billion, accelerate Lumileds’ growth, and enable further investment in innovation to pursue additional strategic opportunities. The narrowly focused prepackaged Chapter 11 filing is limited to Lumileds’ U.S. and Dutch entities and the Company expects to emerge from the Chapter 11 process within approximately sixty days.

For more information on Lumileds’ restructuring, including access to Court documents, please visit https://dm.epiq11.com/Lumileds or contact Epiq Corporate Restructuring, LLC, the Company’s noticing and claims agent at +1 800-497-9116 (for toll-free domestic calls) and +1 503-520-4495 (for tolled international calls) or email Lumiledsinfo@epiqglobal.com.

Evercore is acting as investment banker for the Company; Paul, Weiss, Rifkind, Wharton & Garrison, LLP, and Latham & Watkins LLP are acting as corporate and restructuring counsel to Lumileds, and AlixPartners, LLP, as financial advisor. PJT Partners is acting as financial advisor for an ad hoc group of Lumileds’ lenders, and Gibson, Dunn & Crutcher LLP is acting as the group’s legal counsel.

Motions that were on the docket for August 30 include:

Joint Administration Motion. Motion of Debtors for Entry of an Order (A) Directing Joint Administration of Chapter 11 Cases and (B) Granting Related Relief. ECF No. 2.

Cash Management Motion. Debtors’ Motion for Entry of Interim and Final Orders Authorizing the Debtors to (I) Continue to Operate Their Cash Management System, Honor Certain Prepetition Obligations Related Thereto, and Maintain Existing Business Forms, (II) Honor Their Intercompany Transactions and Grant Superpriority Administrative Expense Status to Postpetition Intercompany Transactions, and (III) Granting Related Relief . ECF Nos. 3, 32.

DIP Motion. Motion of Debtors for Entry of Interim and Final Orders (A) Authorizing the Debtors to (I) Obtain Postpetition Financing and (II) Use Cash Collateral, (B) Granting Liens And Superpriority Claims And (II) Adequate Protection to Prepetition Lenders, (C) Scheduling a Final Hearing, and (D) Granting Related Relief. ECF No. 4.

Motion to Redact and File Under Seal. Motion of Debtors for Entry of an Order (A) Authorizing the Debtors to (I) Redact Certain Information in that Certain Confidential Fee Letter Related to the Proposed Debtor-In-Possession Financing and (II) Direct that Fees Contained in Such Fee Letter Remain Redacted and (B) Granting Related Relief. ECF 7.

Wages Motion. Motion of Debtors for Entry of Interim and Final Orders (A) Authorizing the Debtors to (I) Pay and Continue Employee Compensation Programs, (II) Pay and Continue Employee Benefits Programs, and (III) Pay Prepetition Administrator Obligations, (B) Granting a Limited Waiver of the Automatic Stay with Respect to Workers’ Compensation Claims, and (C) Granting Related Relief. ECF No. 8.

Creditor Matrix Motion. Motion of Debtors for Entry of an Order (A) Authorizing the Debtors to File a Consolidated Creditor Matrix and Consolidated List of the Top Thirty Unsecured Creditors, and (B) Granting Related Relief. ECF No. 9

Motion to Redact and File Under Seal. Motion of Debtors Pursuant to § § 11 U.S.C. 107(c) and 105(a) for an Order (A) Authorizing the Debtors to Redact and File under Seal Certain Personally Identifiable Information on the Creditor Matrix and Schedules and Statements, and (B) Granting Related Relief. ECF No. 10.

Customer Programs Motion. Motion of Debtors for Entry of Interim and Final Orders Authorizing the Debtors to (A) Continue Their Existing Customer Programs in the Ordinary Course of Business, (B) Honor Prepetition Obligations to Customers, and (C) Granting Related Relief. ECF No.12.

Taxes Motion. Motion of Debtors for Entry of Interim and Final Orders (A) Authorizing Payment of Prepetition Taxes and Fees and (B) Granting Related Relief. ECF No. 13.

NOL Motion. Motion of Debtors for Entry Of Interim and Final Orders Establishing Notice and Hearing Procedures for Transfers of, or Worthlessness Deductions with Respect to, Certain Indirect Equity Interests in Aegletes B.V. ECF No. 14.

Insurance Motion. Motion of Debtors for Entry of Interim and Final Orders (A) Authorizing the Debtors to (I) Continue Insurance Coverage Entered into Prepetition and Satisfy Prepetition Obligations Related Thereto, (II) Renew, Supplement, Modify, or Purchase Insurance Coverage, and (III) Continue to Pay Brokerage Fees, and (B) Granting Related Relief. ECF Nos. 15, 27.

Factoring Motion. Motion of Debtors for Entry of Interim and Final Orders (A) Authorizing Certain Debtors to Continue Factoring Their Receivables Under the Factoring Agreement Consistent with Their Prepetition Practices and (B) Granting Related Relief. ECF Nos. 17, 29.

Motion to Redact and File Under Seal. Motion of Debtors Pursuant to Section 107 of the Bankruptcy Code Seeking Entry of an Order (A) Authorizing the Debtors to File Certain Appendices Attached to the International Factoring Agreement Under Seal, and (B) Granting Related Relief. ECF No. 18.

All Trade Motion. Motion of Debtors for Entry of Interim and Final Orders (A) Authorizing, but not Directing, the Debtors to Pay Accounts Payable Claims in the Ordinary Course of Business, (B) Confirming Administrative Expense Priority for all Undisputed Obligations on Account of Outstanding Purchase Orders, and (C) Granting Related Relief. ECF No. 19.

Worldwide Automatic Stay Motion. Motion of Debtors for Entry of an Order (A) Restating and Enforcing Worldwide Automatic Stay, Anti-Discrimination Provisions, and Ipso Facto Protections of the Bankruptcy Code, (B) Approving form and Manner of Notice Related Thereto, and (C) Granting Related Relief. ECF No. 20.

Disclosure Statement Motion. Motion of Debtors for Entry of an Order (A) Scheduling a Combined Disclosure Statement Approval and Plan Confirmation Hearing, (B) Establishing the Voting Record Date, Voting Deadline, and Other Dates, (C) Approving Procedures for Soliciting, Receiving, and Tabulating Votes on the Plan and for Filing Objections to the Disclosure Statement or the Plan, (D) Approving the Manner and Forms of Notice and Other Related Documents, (E) Conditionally Waiving Requirement of Filing Schedules and Statements and of Convening Section 341 Meeting of Creditors, and (F) Granting Related Relief. ECF No. 22.