Lehman Brothers Holdings Inc Plan Trust (LEHMQ)
Filed: 8 Jul 09, 12:00am
Exhibit 99.1
In re: |
| Chapter 11 Case No. |
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Lehman Brothers Holdings Inc., et al., |
| 08-13555 |
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Debtors. |
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MAY AND JUNE 2009
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
SCHEDULE OF PROFESSIONAL FEE DISBURSEMENTS
DEBTORS’ ADDRESS: | LEHMAN BROTHERS HOLDINGS INC. |
| c/o WILLIAM J. FOX |
| 1271 AVENUE OF THE AMERICAS |
| 35th FLOOR |
| NEW YORK, NY 10020 |
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DEBTORS’ ATTORNEYS: | WEIL, GOTSHAL & MANGES LLP |
| c/o SHAI WAISMAN |
| 767 FIFTH AVENUE |
| NEW YORK, NY 10153 |
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REPORT PREPARER: | LEHMAN BROTHERS HOLDINGS INC., A DEBTOR IN POSSESSION (IN THE SOUTHERN DISTRICT OF NEW YORK) |
THIS OPERATING STATEMENT MUST BE SIGNED BY A REPRESENTATIVE OF THE DEBTOR
The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verifies under penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.
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| Lehman Brothers Holdings Inc. |
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| By: | /s/ William J. Fox |
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| William J. Fox |
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| Executive Vice President |
Indicate if this is an amended statement by checking here: AMENDED STATEMENT o
TABLE OF CONTENTS
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Schedule of Debtors | 3 |
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LBHI and Debtor Subsidiaries |
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Basis of Presentation – Schedule of Cash Receipts and Disbursements | 4 |
Schedule of Cash Receipts and Disbursements – May | 5 |
Schedule of Cash Receipts and Disbursements – June | 6 |
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LBHI |
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Basis of Presentation – Schedule of Professional Fee Disbursements | 7 |
Schedule of Professional Fee Disbursements | 8 |
2
SCHEDULE OF DEBTORS
The following entities have filed for bankruptcy in the Southern District of New York:
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| Case No. |
| Date Filed |
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Lead Debtor: |
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Lehman Brothers Holdings Inc. (“LBHI”) |
| 08-13555 |
| 9/15/2008 |
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Related Debtors: |
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LB 745 LLC |
| 08-13600 |
| 9/16/2008 |
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PAMI Statler Arms LLC(1) |
| 08-13664 |
| 9/23/2008 |
|
Lehman Brothers Commodity Services Inc. |
| 08-13885 |
| 10/3/2008 |
|
Lehman Brothers Special Financing Inc. |
| 08-13888 |
| 10/3/2008 |
|
Lehman Brothers OTC Derivatives Inc. |
| 08-13893 |
| 10/3/2008 |
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Lehman Brothers Derivative Products Inc. |
| 08-13899 |
| 10/5/2008 |
|
Lehman Commercial Paper Inc. |
| 08-13900 |
| 10/5/2008 |
|
Lehman Brothers Commercial Corporation |
| 08-13901 |
| 10/5/2008 |
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Lehman Brothers Financial Products Inc. |
| 08-13902 |
| 10/5/2008 |
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Lehman Scottish Finance L.P. |
| 08-13904 |
| 10/5/2008 |
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CES Aviation LLC |
| 08-13905 |
| 10/5/2008 |
|
CES Aviation V LLC |
| 08-13906 |
| 10/5/2008 |
|
CES Aviation IX LLC |
| 08-13907 |
| 10/5/2008 |
|
East Dover Limited |
| 08-13908 |
| 10/5/2008 |
|
Luxembourg Residential Properties Loan Finance S.a.r.l |
| 09-10108 |
| 1/7/2009 |
|
BNC Mortgage LLC |
| 09-10137 |
| 1/9/2009 |
|
LB Rose Ranch LLC |
| 09-10560 |
| 2/9/2009 |
|
Structured Asset Securities Corporation |
| 09-10558 |
| 2/9/2009 |
|
LB 2080 Kalakaua Owners LLC |
| 09-12516 |
| 4/23/2009 |
|
(1) | On May 26, 2009, a motion was filed on behalf of Lehman Brothers Holdings Inc. seeking entry of an order pursuant to Section 1112(b) of the Bankruptcy Code to dismiss the Chapter 11 Case of PAMI Statler Arms LLC. On June 19th, 2009, notice was filed stating that the previously scheduled hearing for this motion, originally slated for June 24, 2009, was to be adjourned without date |
3
LEHMAN BROTHERS HOLDINGS INC., (“LBHI”), AND OTHER DEBTOR SUBSIDIARIES
BASIS OF PRESENTATION
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
FOR MAY AND JUNE 2009
The information and data included in this Report are derived from sources available to Lehman Brothers Holdings Inc. (the “Company”) and its other subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”). The Debtors’ chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 101(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on the information available to The Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.
1. This MOR is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). This MOR should be read in conjunction with the financial statements and accompanying notes in the Company’s annual and quarterly reports that were filed with the United States Securities and Exchange Commission.
2. This MOR is not audited and will not be subject to audit or review by the Company’s external auditors at any time in the future.
3. The cash flows presented in this report only include activity for bank accounts that are managed and reconciled by Lehman North American operations. Cash flows related to the Debtors’ bank accounts that were previously managed and reconciled by Lehman European and Asian operations are excluded from this report.
4. The beginning and ending balances include cash in demand-deposit accounts (DDA), money-market funds (MMF), and other short-term investments.
5. Intercompany transfers between Lehman entities are listed as disbursements for the paying entity and receipts for the receiving entity.
6. The following Debtors have not been included as Debtors in this MOR Report:
a. PAMI Statler Arms LLC (“PAMI”) — Books and records for PAMI are maintained separately and not in a manner similar to the majority of the Company’s subsidiaries. This entity does not maintain a separate cash account.
b. Lehman Brothers Finance SA (“LBF”) — Subsequent to its bankruptcy filing on October 3, 2008, LBF became subject to an insolvency proceeding in Switzerland.
c. Fundo de Investimento Multimercado Credito Privado Navigator Investimento — Motion was granted on February 24, 2009 to dismiss the Chapter 11 case of this entity.
4
LEHMAN BROTHERS HOLDINGS INC. and Other Debtor Subsidiaries
Schedule of Cash Receipts and Disbursements (a)
May 1, 2009 - May 31, 2009
Unaudited ($ in millions)
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| Beginning |
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| Ending |
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| Filing |
| Cash |
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| FX |
| Cash |
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Legal Entity |
| Date |
| (5/1/09) (b) |
| Receipts |
| Transfers (c) |
| Disbursements (d) |
| Fluctuation (e) |
| (5/31/09) (f) |
| ||||||
Lehman Brothers Holdings Inc. |
| 9/15/2008 |
| $ | 2,570 |
| $ | 185 |
| $ | 20 |
| $ | (110 | )(g) | $ | 1 |
| $ | 2,666 |
|
LB 745 LLC |
| 9/16/2008 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||
Lehman Brothers Special Financing Inc. (“LBSF”) |
| 10/3/2008 |
| 2,679 |
| 460 |
| — |
| — |
| 1 |
| 3,139 |
| ||||||
Lehman Brothers Commodity Services Inc. |
| 10/3/2008 |
| 862 |
| 51 |
| — |
| — |
| — |
| 913 |
| ||||||
Lehman Brothers OTC Derivatives Inc |
| 10/3/2008 |
| 163 |
| 7 |
| — |
| — |
| — |
| 171 |
| ||||||
Lehman Commercial Paper Inc. (“LCPI”) |
| 10/5/2008 |
| 1,780 |
| 432 |
| — |
| (310 | )(h) | 5 |
| 1,907 |
| ||||||
Lehman Brothers Commercial Corporation (“LBCC”) |
| 10/5/2008 |
| 399 |
| 1 |
| — |
| (4 | )(i) | — |
| 396 |
| ||||||
Lehman Brothers Derivative Products Inc. (“LBDP”) |
| 10/5/2008 |
| 387 |
| — |
| — |
| — |
| — |
| 387 |
| ||||||
Lehman Brothers Financial Products Inc |
| 10/5/2008 |
| 438 |
| 1 |
| — |
| — |
| — |
| 439 |
| ||||||
CES Aviation LLC |
| 10/5/2008 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||
CES Aviation V LLC |
| 10/5/2008 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||
CES Aviation IX LLC |
| 10/5/2008 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||
East Dover Limited |
| 10/5/2008 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||
Lehman Scottish Finance L.P. |
| 10/5/2008 |
| 2 |
| — |
| — |
| — |
| — |
| 2 |
| ||||||
Luxembourg Residential Properties Loan Finance |
| 1/7/2009 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||
BNC Mortgage LLC |
| 1/9/2009 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||
LB Rose Ranch LLC |
| 2/9/2009 |
| 1 |
| 1 |
| — |
| — |
| — |
| 2 |
| ||||||
Structured Asset Securities Corporation (“SASCO”) |
| 2/9/2009 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||
LB 2080 Kalakaua Owners LLC |
| 4/23/2009 |
| — |
| — |
| — |
| — |
| — |
| — |
| ||||||
Total Debtor Cash Flows |
|
|
| $ | 9,281 |
| $ | 1,138 |
| $ | 20 |
| $ | (424 | ) | $ | 7 |
| $ | 10,022 |
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Non-Debtor Cash Balances |
|
|
| 1,161 |
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|
|
|
|
|
|
| 1,060 |
| ||||||
Total Debtor and Non-Debtor Cash Balances |
|
|
| $ | 10,442 |
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|
|
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| $ | 11,082 |
| ||||
Notes:
(a) | Represents cash flows for bank accounts managed and reconciled by Lehman US operations. Foreign currency cash flows are reflected in USD equivalents. |
(b) | Beginning cash balance restated from April closing balance by ($5) million for LBSF. |
(c) | Reflects transfers from bank accounts in Europe to the US. |
(d) | Subsidaries of LBHI have incurred operating expenses and professional fees which have been paid by LBHI. These expenses will be charged back to debtor and non-debtor entities based on the direct costs associated with each entity and an allocation methodology which was recently developed. |
(e) | Reflects fluctuation in value in foreign currency bank accounts. |
(f) | Ending cash balances include cash associated with pledged assets, court order segregated accounts, and other identified funds which may not belong to the Debtors or non-Debtor subsidiaries. These amounts are preliminarily estimated to be $1.6 billion (LBHI $274 million, LCPI $913 million, LBSF $363 million, LBCC $2 million, LBDP $3 million, and Non-Debtors $61 million), and are subject to adjustment. |
(g) | Reflects ordinary course outflows and other court approved disbursements. |
(h) | LCPI, in its capacity as loan agreement agent, makes pass-along disbursements of principal and interest to loan syndicate participants. |
(i) | $4 million returned to counterparty for a wire transfer sent to LBCC in error in October 2008. |
5
LEHMAN BROTHERS HOLDINGS INC. and Other Debtor Subsidiaries
Schedule of Cash Receipts and Disbursements (a)
June 1, 2009 - June 30, 2009
Unaudited ($ in millions)
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| Beginning |
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| Ending |
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| Filing |
| Cash |
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| FX |
| Hedging |
| Cash |
| |||||||
Legal Entity |
| Date |
| (6/1/09) |
| Receipts |
| Transfers (b) |
| Disbursements (c) |
| Fluctuation (d) |
| Fluctuation (e) |
| (6/30/09) (f) |
| |||||||
Lehman Brothers Holdings Inc. |
| 9/15/2008 |
| $ | 2,666 |
| $ | 681 | (g) | $ | 188 |
| $ | (602 | )(h) | $ | 6 |
| $ | — |
| $ | 2,939 |
|
LB 745 LLC |
| 9/16/2008 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |||||||
Lehman Brothers Special Financing Inc. (“LBSF”) |
| 10/3/2008 |
| 3,139 |
| 570 |
| — |
| (153 | ) | 1 |
| 18 |
| 3,575 |
| |||||||
Lehman Brothers Commodity Services Inc. (“LBCS”) |
| 10/3/2008 |
| 913 |
| 23 |
| — |
| (10 | ) | — |
| — |
| 926 |
| |||||||
Lehman Brothers OTC Derivatives Inc (“LOTC”) |
| 10/3/2008 |
| 171 |
| 2 |
| — |
| (8 | ) | — |
| — |
| 165 |
| |||||||
Lehman Commercial Paper Inc. (“LCPI”) |
| 10/5/2008 |
| 1,907 |
| 1,106 |
| — |
| (730 | )(i) | 1 |
| — |
| 2,284 |
| |||||||
Lehman Brothers Commercial Corporation (“LBCC”) |
| 10/5/2008 |
| 396 |
| 23 |
| — |
| (8 | ) | — |
| — |
| 411 |
| |||||||
Lehman Brothers Derivative Products Inc. (“LBDP”) |
| 10/5/2008 |
| 387 |
| — |
| — |
| (3 | ) | — |
| — |
| 384 |
| |||||||
Lehman Brothers Financial Products Inc (“LBFP”) |
| 10/5/2008 |
| 439 |
| — |
| — |
| (2 | ) | — |
| — |
| 437 |
| |||||||
CES Aviation LLC |
| 10/5/2008 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |||||||
CES Aviation V LLC |
| 10/5/2008 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |||||||
CES Aviation IX LLC |
| 10/5/2008 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |||||||
East Dover Limited |
| 10/5/2008 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |||||||
Lehman Scottish Finance L.P. |
| 10/5/2008 |
| 2 |
| — |
| — |
| — |
| — |
| — |
| 2 |
| |||||||
Luxembourg Residential Properties Loan Finance |
| 1/7/2009 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |||||||
BNC Mortgage LLC |
| 1/9/2009 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |||||||
LB Rose Ranch LLC |
| 2/9/2009 |
| 2 |
| — |
| — |
| — |
| — |
| — |
| 2 |
| |||||||
Structured Asset Securities Corporation (“SASCO”) |
| 2/9/2009 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |||||||
LB 2080 Kalakaua Owners LLC |
| 4/23/2009 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
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Total Debtor Cash Flows |
|
|
| $ | 10,022 |
| $ | 2,404 |
| $ | 188 |
| $ | (1,516 | ) | $ | 8 |
| $ | 18 |
| $ | 11,125 |
|
Non-Debtor Cash Balances |
|
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| 1,060 |
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|
|
|
|
|
|
|
|
| 1,094 |
| |||||||
Total Debtor and Non-Debtor Cash Balances |
|
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| $ | 11,082 |
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| $ | 12,219 |
| |||||
Notes:
(a) | Represents cash flows for bank accounts managed and reconciled by Lehman US operations. Foreign currency cash flows are reflected in USD equivalents. |
(b) | Reflects transfers from bank accounts in Europe to the US. |
(c) | $300 million was disbursed from subsidiaries of LBHI to reimburse LBHI for estimated operating expenses and professional fees which had been paid by LBHI and are subject to adjustment and true-up (LBSF $146 million, LCPI $57 million, LBCS $10 million, LBCC $8 million, LOTC $8 million, LBDP $3 million, LBFP $2 million, and Non-Debtors $66 million). |
(d) | Reflects fluctuation in value in foreign currency bank accounts. |
(e) | Reflects fluctuation in value of futures accounts from gain or loss on court approved hedging activity. |
(f) | Ending cash balances include cash associated with pledged assets, court order segregated accounts, and other identified funds which may not belong to the Debtors or non-Debtor subsidiaries. These amounts are preliminarily estimated to be $1.9 billion (LBHI $274 million, LCPI $1.2 billion, LBSF $380 million, LBCC $2 million, LBDP $3 million, and Non-Debtors $77 million), and are subject to adjustment. |
(g) | $300 million of receipts for LBHI relates to reimbursements from subsidiaries for estimated operating expenses and professional fees which had been paid by LBHI, and are subject to adjustement and true-up. |
(h) | Reflects ordinary course outflows and other court approved disbursements. |
(i) | LCPI, in its capacity as loan agreement agent, makes pass-along disbursements of principal and interest to loan syndicate participants. |
6
LEHMAN BROTHERS HOLDINGS INC. (“LBHI”)
BASIS OF PRESENTATION
SCHEDULE OF PROFESSIONAL FEE DISBURSEMENTS
DATED FROM FILING DATE TO JUNE 30, 2009
The information and data included in this Report are derived from internal systems maintained by Lehman Brothers Holdings Inc. (the “Company”). The Company, and its other subsidiaries that have filed proceedings under Chapter 11 of the Bankruptcy Code (collectively, the “Debtors” or the “Estate”), have had their chapter 11 cases consolidated for procedural purposes only and are being jointly administered pursuant to Rule 101(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). The Debtors have prepared this presentation, as required by the Office of the United States Trustee, based on information from the Debtors internal systems, but note that such information may be incomplete in certain respects and the Debtors reserve all rights to revise this report. This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities.
7. This MOR is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). This MOR should be read in conjunction with the financial statements and accompanying notes in the Company’s annual and quarterly reports that were filed with the United States Securities and Exchange Commission.
8. This MOR is not audited and will not be subject to audit or review by the Company’s external auditors at any time in the future.
9. The professional fee disbursements presented in this report reflect the date of actual cash payments to professional service providers. The Debtors have incurred additional professional fee expenses during the reporting period that will be reflected in future MORs as cash payments are made to providers.
7
LEHMAN BROTHERS HOLDINGS INC.
Schedule of Professional Fee Disbursements (a)
May and June 2009
Unaudited ($ in thousands)
|
|
|
| May-09 |
| Jun-09 |
| Filing Date |
| |||
Debtors - Section 363 Professionals |
|
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|
| |||
Alvarez & Marsal LLC |
| Interim Management |
| $ | 18,921 |
| $ | 18,787 |
| $ | 114,984 |
|
Kelly Matthew Wright |
| Art Consultant and Auctioneer |
| — |
| 12 |
| 30 |
| |||
Natixis Capital Markets Inc. |
| Derivatives Consultant |
| — |
| 1,432 |
| 4,910 |
| |||
Debtors - Section 327 Professionals |
|
|
|
|
|
|
|
|
| |||
Bortstein Legal LLC |
| Special Counsel - IT Contracts and Transition Services Agreement |
| — |
| 709 |
| 1,338 |
| |||
Curtis, Mallet-Prevost, Colt & Mosle LLP |
| Special Counsel - Conflicts |
| — |
| 1,895 |
| 6,399 |
| |||
Ernst & Young LLP |
| Special Counsel - Audit and Tax Services |
| — |
| 117 |
| 591 |
| |||
Huron Consulting |
| Special Counsel - Tax Services |
| 154 |
| 145 |
| 464 |
| |||
Jones Day |
| Special Counsel - Asia |
| — |
| 1,610 |
| 2,919 |
| |||
Lazard Freres & Co. |
| Special Counsel - Investment Banking Advisor |
| — |
| 660 |
| 6,974 |
| |||
McKee Nelson LLP |
| Special Counsel - Tax |
| — |
| 1,335 |
| 3,993 |
| |||
McKenna Long & Aldridge LLP |
| Special Counsel - Commercial Real Estate Lending |
| — |
| 656 |
| 1,473 |
| |||
Reilly Pozner LLP |
| Special Counsel - Mortgage Litigation and Claims |
| — |
| 218 |
| 733 |
| |||
Simpson Thacher & Bartlett LLP |
| Special Counsel - SEC Reporting, Asset Sales, and Congressional Testimony |
| 16 |
| 69 |
| 1,248 |
| |||
Weil Gotshal & Manges LLP |
| Lead Counsel |
| 8,321 |
| 9,844 |
| 63,746 |
| |||
Debtors - Claims and Noticing Agent |
|
|
|
|
|
|
|
|
| |||
Epiq Bankruptcy Solutions LLC |
| Claims Management and Noticing Agent |
| — |
| 1,233 |
| 2,039 |
| |||
Creditors - Section 327 Professionals |
|
|
|
|
|
|
|
|
| |||
FTI Consulting Inc. |
| Financial Advisor |
| 1,283 |
| 2,925 |
| 8,566 |
| |||
Houlihan Lokey Howard & Zukin Capital Inc. |
| Investment Banking Advisor |
| 415 |
| 340 |
| 3,116 |
| |||
Milbank Tweed Hadley & McCloy LLP |
| Lead Counsel |
| 2,672 |
| 4,166 |
| 17,246 |
| |||
Quinn Emanuel Urquhart Oliver & Hedges LLP |
| Special Counsel - Conflicts |
| 367 |
| 177 |
| 2,289 |
| |||
Examiner - Section 327 Professionals |
|
|
|
|
|
|
|
|
| |||
Duff & Phelps LLC |
| Financial Advisor |
| 2,620 |
| 2,130 |
| 4,750 |
| |||
Jenner & Block LLP |
| Lead Counsel |
| — |
| 4,882 |
| 6,703 |
| |||
Total Non-Ordinary Course Professionals |
|
|
| 34,769 |
| 53,344 |
| 254,509 |
| |||
Debtors - Ordinary Course Professionals |
|
|
| 1,191 |
| 2,222 |
| 7,906 |
| |||
US Trustee Quarterly Fees |
|
|
| — |
| 85 |
| 224 |
| |||
Total Professional Fees and UST Fees |
|
|
| $ | 35,960 |
| $ | 55,651 |
| $ | 262,639 |
|
(a) | All professional fees have been paid by LBHI; however, a portion has been charged back to debtor and non-debtor subsidaries based on the direct costs associated with each entity and an allocation methodology which was recently developed. |
(b) | The figures reflected in this table represent cash disbursements from LBHI’s filing date through the end of June 2009 and do not include holdback amounts required by court order for non-Ordinary Course Professionals. The figures do not include accruals. |
8