SeraCare, equity holders' disclosure statement approved; confirmation hearing Feb. 15

By Jennifer Lanning Drey

Portland, Ore., Dec. 22 - SeraCare Life Sciences, Inc. and an informal committee of its equity holders obtained court approval for the disclosure statement for their joint plan of reorganization on Thursday from the U.S. Bankruptcy Court for the Southern District of California.

The plan confirmation hearing has been scheduled for Feb. 15.

As previously reported, the plan calls for current shareholders to fund a restructuring of the company's balance sheet.

As a result, the plan is based on a rights offering that will be available to current shareholders, with each shareholder entitled to purchase a portion of 4.25 million new shares to be issued at a price of $4.75 per share.

The plan seeks to raise $20.19 million through the rights offering.

The committee members have committed to fully participate in the rights offering and will act as backstop purchasers through a commitment to buy all unexercised subscription rights.

Creditor Treatment

Treatment of creditors under the plan will include:

• Holders of priority tax claims, priority claims and bank claims will be paid in full in cash;

• Holders of junior secured note claims will be paid in full in cash, subject to defenses, setoffs and counterclaims;

• Holders of miscellaneous secured claims will have their claims obligations assumed by the reorganized company for 100% recovery, subject to defenses, setoffs and counterclaims. The obligations will be rescinded after the effective date;

• Holders of Commerce Bank claims will have their obligations assumed by the reorganized company for 100% recovery, with the obligations to be rescinded after the effective date;

• Holders of general unsecured claims will recover 100% in cash, with interest;

• Holders of governmental 510(b) claims will receive payment in full in cash;

• Holders of non-governmental 510(b) claims will receive payment in full in cash, provided that the company can elect instead to provide this class with a share of common stock in reorganized SeraCare;

• Holders of common stock interests will receive one share in reorganized SeraCare for each current share and their share in the subscription rights through the rights offering for 100% recovery; and

• Holders of common stock option interests will receive the same new options as provided in existing option plans and option agreements for 100% recovery.

SeraCare, an Oceanside, Calif., manufacturer and provider of biological products and services to diagnostic, therapeutic, drug discovery and research organizations, filed for bankruptcy on March 22, 2006. Its Chapter 11 case number is 06-00510.

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