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After months of speculation and continuing liquidity issues, erstwhile photography giant Eastman Kodak Co. filed for bankruptcy Thursday, Jan. 19, armed with a $950 million debtor-in-possession loan to fund a reorganization that will mainly revolve around selling its intellectual property assets.The Rochester, N.Y., company filed for bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York in Manhattan with 15 affiliates. The company wants the cases jointly administered.
Under chairman and CEO Antonio M. Perez, Kodak early last decade started a fateful shift out of its traditional film and camera business into digital-imaging products, including printers, which is a highly competitive market.
In addition to that strategic transformation, restructuring costs and the recession have continued to negatively impact the company's liquidity since 2008. Last year, the company issued $250 million in senior secured notes, amended its credit agreement with its lenders and sold nonstrategic businesses and assets.
"Despite these actions, the company's liquidity has been impaired further by difficulties collecting licensing fees from infringers of Kodak's intellectual property," Kodak chief financial officer and senior vice president Antoinette P. McCorvey said in an affidavit filed with the court.
Kodak blamed its Chapter 11 filing on market conditions, which have caused losses to its business and reduced revenue. The company cited legacy post-employment benefits as consuming a substantial amount of its cash ($245 million in 2011), and said the generation of cash flow from the licensing and sale of its intellectual property was being delayed because of litigation tactics "employed by a small number of infringement technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges," court papers said.
Lastly, negative publicity and other external issues at the end of 2011 strained its trade credit, Kodak said.
Currently, Kodak is trying to sell its digital-imaging patent portfolio and various noncore assets. On Dec. 23, the company agreed to sell its Eastman Gelatine Corp. unit to Rousselot, part of the Vion Food Group, for undisclosed terms. The deal is expected to close within 30 days of the announcement.
Kodak is getting a DIP from Citibank Global Markets Inc. that consists of a $700 million term loan and a $250 million revolver. According to court papers, $25 million of the DIP will be used to fund nondebtor affiliate Kodak Canada.
Citicorp North America Inc. is the administrative, collateral and syndication agent on the DIP.
The revolver is priced at a base rate plus 225 basis points or LIBOR plus 325 basis points. The term loan is priced at a base rate plus 750 basis points or LIBOR plus 850 basis points. The base rate is the highest of prime, the federal funds rate plus 0.5% and LIBOR plus 1%. LIBOR has a floor of 1.5% on the term loan.
If the company defaults on the DIP, the interest rate increases by 200 basis points.
There is a $10 million carve-out for professional fees. The DIP has a 0.5% unused commitment fee.
The DIP matures the earliest of 18 months or the plan's effective date.
The debtor owes $100 million on a first-lien revolving credit facility and $96 million in letters of credit from Bank of American NA, Citicorp USA, Citibank NA, Wells Fargo Capital Finance LLC, Citigroup USA Inc., Morgan Stanley, PNC Bank NA, Bank of New York Mellon Corp., Industrial and Commercial Bank of China Co. Ltd. and Sumitomo Mitsui Banking Corp. The first-lien date is dated April 26.
The debtor also has $750 million outstanding in second-lien secured notes, consisting of $500 million in 9.75% senior secured notes due 2018 and $250 million in 10.625% senior secured notes due 2019. Bank of New York Mellon is the indenture trustee.
The debtor also owes $400 million on convertible notes and $283 million in senior unsecured debt, court filings said.
The DIP will refinance its prepetition first-lien debt, court papers said.
Under terms of the DIP, the company must file a bidding procedures motion with the court by June 30 and file a plan and disclosure statement by Feb. 15, 2013.
Judge Allan L. Gropper will consider the joint administration of the cases, along with the interim use of its cash collateral and $700 million of its DIP, but a hearing hasn't yet been scheduled.
Perez now plans to bolster liquidity in the U.S. and abroad, monetize nonstrategic intellectual property, fairly resolve legacy liabilities and focus on its most valuable business lines, a company statement said.
"Chapter 11 gives us the best opportunities to maximize the value in two critical parts of our technology portfolio: our digital capture patents, which are essential for a wide range of mobile and other consumer electronic devices that capture digital images and have generated over $3 billion of licensing revenues since 2003; and our breakthrough printing and deposition technologies, which give Kodak a competitive advantage in our growing digital businesses," Perez said in a company statement.
Kodak was once the world's leading producer of film and cameras and today has a diverse collection of mature and growth businesses. Kodak has been working to transform itself from a film and consumer photography company to a smaller business focused on the commercialization of proprietary digital-imaging and printing technologies.
The company has 13,100 foreign patents and trademark registrations in 160 countries. It also has 8,900 patent and trademark registrations and applications in the U.S.
Kodak has generated $4 billion from the sale of assets and businesses since 2003, including the Health Group, Remote Sensing Systems, HPA, Light Management Films, Image Sensor Solutions, Eastman Gel, Silver Operations, OLED, its interest in Lucky Film and a variety of chemical operations, court documents said.
Kodak was founded in 1880 by George Eastman. The company went public in 1905 and was added to the Dow Jones industrial average index in 1930. In 2011, the debtor was named one of the top 20 most reputable American companies for the second year in a row.
According to court papers, BlackRock Institutional Trust Co. NA has a 5.9% ownership stake in the debtor.
Kodak has 17,000 employees. It had $6 billion in sales for the 2011 fiscal year. Its digital business generated 75%, or $4.5 billion, of its revenue in the 2011 fiscal year. The company earned 67% of its revenue abroad in the first three quarters of 2011.
The company listed its assets at $5.1 billion and its liabilities at $6.75 billion in its petition.
Its largest unsecured creditors include Aof Imaging Technology USA Inc. of Hong Kong ($31.18 million), ATLC Ltd. of Melbourne, Fla. ($26.4 million), Cal-Comp Optical Electronics of Taiwan ($23.68 million), Altek Corp. of Taiwan ($22 million) and Sun Chemical Corp. of Dublin ($20 million).
Debtor counsel is Andrew G. Dietderich, John J. Jerome, Michael H. Torkin and Mark U. Schneiderman at Sullivan & Cromwell LLP and Pauline K. Morgan and Joseph M. Barry at Young Conaway Stargatt & Taylor LLP.
Dominic DiNapoli of FTI Consulting Inc. is the company's chief restructuring officer.
Matthew J. Hart of Lazard is the company's investment banker.

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