TLC Vision plan of reorganization confirmed by bankruptcy court

By Caroline Salls

Pittsburgh, May 6 - TLC Vision Corp.'s plan of reorganization has been confirmed by the U.S. Bankruptcy Court for the District of Delaware.

The plan will be sponsored by affiliates of Charlesbank Capital Partners, LLC and H.I.G. Capital, LLC. The Charlesbank and H.I.G. affiliates will acquire substantially all of TLC Vision's assets, including 100% of the equity of TLC Vision (USA) and six refractive centers in Canada.

The company said its court-appointed creditors committee also supports the plan.

As previously reported, the plan calls for the payment in full in cash of all outstanding amounts owed to the company's senior secured lenders.

Unsecured creditors will receive up to $9 million in cash and an up to $3 million promissory note.

TLC Vision said the plan will take effect upon satisfaction of all outstanding closing conditions, including recognition of the confirmation order by the Ontario Superior Court of Justice.

After the plan effective date, any remaining assets of the company will be liquidated under a Companies' Creditors Arrangement Act case in Canada, and the net proceeds of any liquidation will be distributed to creditors.

"The board of directors believes this plan offers the best opportunity for TLC - one that will help us emerge expeditiously from Chapter 11 and forge a stronger future," TLC chairman of the board Warren S. Rustand said in the release.

Charlesbank managing director Brandon White said in the release, "This plan will deleverage TLC's balance sheet, repay in full the company's debt and provide significant capital for future expansion.

"We believe that TLC is now properly positioned to achieve its true growth potential, capitalizing on its strong customer awareness and history of leadership in the industry."

Plan creditor treatment will include:

• Holders of administrative claims, priority tax claims, essential trade claims and other priority claims will be paid in full in cash;

• Holders of other secured claims will recover 100% either in cash, reinstatement of the claim or the return of the collateral securing the claim;

• Holders of pre-bankruptcy lender secured claims will be paid in full in cash;

• Holders of general unsecured claims will receive up to $9 million in cash and an up to $3 million promissory note;

• Holders of medical pending litigation claims will recover 100% through insurance proceeds; and

• Holders of subordinated claims, intercompany claims and old common stock and interests will receive no distribution.

TLC Vision, a Mississauga, Ont.-based eye care services company, filed for bankruptcy on Dec. 21. Its Chapter 11 case number is 09-14473.

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