Item 2.01 Completion of Acquisition or Disposition of Assets
Closing of the Sale of the Europe, Middle East and Africa Business
As previously disclosed, on April 20, 2009, the Board of Directors of
BearingPoint, Inc. (the "Company") authorized the Company to enter into a
non-binding term sheet for the sale of its Europe, Middle East and Africa
("EMEA") business to local management. On July 17, 2009, the Company, BE
Holdings I CV, a subsidiary of the Company, certain other affiliates of the
Company and BE Partners B.V., a newly formed company established by a
significant majority of the managing directors of the Company's EMEA practice
for the purpose of acquiring the EMEA practice (the "Purchaser"), entered into
an Agreement for the Sale and Purchase of the Share Capital of BearingPoint
Europe Holdings B.V., the Company's European holding company (the "EMEA Share
Sale Agreement"). Under the terms of the EMEA Share Sale Agreement, the
Purchaser acquired all of the Company's EMEA practice for an aggregate purchase
price of approximately US $69 million in total consideration (the "EMEA
Transaction"). The EMEA Transaction was approved by the United States Bankruptcy
Court for the Southern District of New York (the "Bankruptcy Court") on
August 13, 2009 and was completed on August 28, 2009. The EMEA practice will
continue to operate under the "BearingPoint" brand following the completion of
the EMEA Transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of John DeGroote as President
On August 28, 2009, the Board of Directors of the Company appointed John
DeGroote, 43, as the Company's President effective as of August 31, 2009.
Mr. DeGroote will also continue to serve as the Company's Chief Legal Officer
and Secretary.
Mr. DeGroote was appointed as Chief Legal Officer of the Company effective as
of December 31, 2008 and as Secretary of the Company effective as of May 27,
2009. Prior to his appointment as Chief Legal Officer, Mr. DeGroote served as
the Company's Deputy General Counsel and Chief Litigation Counsel from 2004
until early 2008, when he was promoted to General Counsel/Contracts, Litigation
and Risk.
Ed Harbach Severance Payment
As previously announced, F. Edwin Harbach ceased to serve as the Company's
Chief Executive Officer and was terminated as an employee of the Company
effective as of the close of business on August 31, 2009. In connection with
this termination, on August 28, 2009, the Company and Mr. Harbach agreed that
Mr. Harbach will receive a severance payment equal to six months base salary
($450,107), inclusive of any payment for accrued personal days, upon execution
by Mr. Harbach of a Severance and Release Agreement. The severance payment is
subject to approval by the Bankruptcy Court.
In addition, as previously announced, the Bankruptcy Court entered an order
authorizing the Company to implement, and the Board of Directors of the Company
approved, a Key Employee Incentive Plan (the "Plan") on July 24, 2009. In
connection with Mr. Harbach's severance arrangement, the Board of Directors
determined that Mr. Harbach will be eligible to receive 5% of the total amount
of Wind Down Incentive Payments (which will be based on actual recoveries to the
Company's prepetition creditors) available for distribution under the Plan.
