Trailer Bridge bondholders vote to reject plan; two classes vote to OK

By Jim Witters

Wilmington, Del., March 13 - Trailer Bridge, Inc.'s bondholders voted to reject the company's proposed Chapter 11 plan, while its secured noteholders and general unsecured creditors voted to accept it, according to documents filed Tuesday with the U.S. Bankruptcy Court for the Middle District of Florida.

David M. Sharp, a director at Kurtzman Carson Consultants LLC, certified the tabulation.

According to Sharp's count

• One holder (16.67%) of a Marad 6.52% bond claim, representing $1.05 million (8.76%), voted to accept the plan, and five claimants (83.33%), representing $10.89 million (91.24%), voted to reject the plan;

• The lone holder of a Marad 7.07% claim, representing $1.36 million in value, voted to accept the plan;

• 28 (96.55%) secured noteholders, representing $63.63 million (99.98%) in value, voted to accept the plan, and one (3.45%), representing $15,758 (0.02%) voted to reject the plan;

• 158 (96.34%) holders of general unsecured claims, representing $21.10 million (99.6%) in value, voted to accept the plan, and six (3.66%), representing $85,097 (0.4%) voted to reject the plan.

As previously reported, Trailer Bridge filed its plan of reorganization in January after reaching agreement with its major noteholders.

Seacor Holdings, Inc. and Whippoorwill Associates, Inc. collectively represent more than 90% of the $82.5 million 9¼% senior secured notes.

Terms of the plan

The proposed plan of reorganization provides the following:

• The debtor will be reorganized and will continue in operation;

• The debtor obtained a $15 million debtor-in-possession financing facility. The DIP lenders shall receive cash equal to the full amount of the DIP lender's share of the allowed DIP facility claim or such other treatment as to which the debtor and the DIP lenders agree upon in writing;

• On the effective date, the reorganized debtor will obtain $30 million in new financing to pay off the DIP facility, fund payments under the plan, pay transaction costs and fund working capital and other general corporate purposes of the reorganized debtor.

The exit facility is being provided by the three largest holders of the debtor's secured notes: Seacor Holdings, Inc., Whippoorwill Associates, Inc. and Edge Asset Management, Inc., according to court documents.

Treatment of creditors

Under the terms of the proposed plan, treatment of creditors includes the following:

• Allowed administrative claims, priority tax claims and other priority claims will be paid in full;

• Each holder of an allowed secured note claim shall receive a share of the new class 5 secured note;

• Each holder of an allowed general unsecured claim, other than holders of an allowed noteholder deficiency claim, shall receive its share of the general unsecured reserve or other more favorable treatment that the holder and the debtor agree upon in writing;

• Each holder of an allowed noteholder deficiency claim shall be deemed to waive its right to participate in any distribution from the general unsecured reserve and instead will receive that holder's share of new common stock. The shares will be distributed so the holders of allowed noteholder deficiency claims will represent, as of the effective date, 91% of the outstanding shares of new common stock. That stock is subject to dilution based on the issuance of new common stock in any new management incentive plan; and

• Each holder of an allowed old common interest will receive either a cash payment of 15 cents per share or a share of 9% of the outstanding shares of new common stock and each of the tranche 1 and tranche 2 warrants.

Trailer Bridge, a Jacksonville, Fla.-based trucking and marine transportation company, filed for bankruptcy on Nov. 16. Its Chapter 11 case number is 11-08348.

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