PLAN CONFIRMED: Houghton Mifflin confirms Chapter 11 Plan on June 21, 2012 (Houghton Mifflin Harcourt Publishing Company). Please take notice that on June 21, 2012, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order (I) Approving the Debtors’ (A) Disclosure Statement Pursuant to Sections 1125 And 1126(b) of the Bankruptcy Code, (B) Solicitation of Votes and Voting Procedures, and (C) Forms of Ballots; (II) Confirming the Prepackaged Joint Plan of Reorganization of the Debtors under Chapter 11 of The Bankruptcy Code; and (III) Authorizing the Conversion of the DIP Credit Facility into the Exit Facility [Docket No. 122] Houghton Mifflin Plan Confirmation Findings and Order [Docket No. 122]
Paragraph 19 of the Court ruling provides:
Distribution Record Date. For purposes of the Plan, the Debtors, the Debtors’ Estates, and the Reorganized Debtors shall have no obligation to recognize the transfer of any of the Claims against or Equity Interests in the Debtors occurring after the Distribution Record Date, and shall be entitled for all purposes relating to the Plan to recognize and deal only with those holders of record as of the close of business on the Distribution Record Date. The Distribution Record Date shall be Effective Date.
Paragraph 43 of the Confirmation Order provides:
Waiver of Requirement to File Schedules and Statements. The Debtors are granted an extension of time until July 19, 2012 to satisfy the requirement imposed by section 521 of the Bankruptcy Code and Bankruptcy Rule 1007 that the Debtors file (a) schedules of assets and liabilities; (b) schedules of current income and expenditures; (c) schedules of executory contracts and unexpired leases; and (d) statements of financial affairs (collectively, the “Schedules and Statements”); provided that, if the Effective Date occurs prior to July 19, 2012, the requirement that the Debtors file Schedules and Statements is hereby permanently waived.
Notice of Entry of Confirmation Order. Pursuant to Bankruptcy Rules 2002 and 3020(c), the Debtors are hereby authorized and directed to serve a combined notice of entry of this Confirmation Order and the occurrence of the Effective Date, substantially in the form attached hereto as Exhibit D (the “Confirmation and Effective Date Notice”) no later than ten (10) Business Days after the entry of this Confirmation Order [June 21, 2012], on all holders of Claims against or Equity Interests in the Debtors and all other persons on whom the Confirmation Hearing Notice was served. To the extent the Effective Date does not occur within (10) Business Days after the entry of this Confirmation Order, the form of the Confirmation and Effective Date Notice will be amended without need for further order of this Court to omit reference to the occurrence of the Effective Date. The form of the Confirmation and Effective Date Notice is hereby approved in all respects. The Confirmation and Effective Date Notice shall constitute good and sufficient notice of the entry of this Confirmation Order and of the relief granted herein, and no other or further notice of entry of this Confirmation Order or the occurrence of the Effective Date need be given.
The Plan provides, in part (at p. 29):
Distributions to Holders of Allowed Claims as of the Distribution Record Date. As of the close of business on the Distribution Record Date, the Claims register shall be closed, and there shall be no further changes in the record holders of any Claims. The Debtors and the Reorganized Debtors shall have no obligation to recognize any Claim filed or transfer of any Claims occurring after the Distribution Record Date. The Debtors and the Reorganized Debtors shall instead be entitled to recognize and deal for purposes under the Plan with only those record holders stated on the Claims register as of the close of business on the Distribution Record Date.
The Deadline to file proofs of claim (bar date) is the Distribution Record Date/Effective Date, which has not yet been set by the Debtor or the Court, but is expected in late June or early July, 2012.