|
Search -
Finance Home -
Yahoo! -
Help |
|
Quotes & Info
|
| BGPTQ.PK > SEC Filings for BGPTQ.PK > Form 8-K on 30-Sep-2009 | All Recent SEC Filings |
30-Sep-2009
Regulation FD Disclosure
("CSC Brazil") and Computer Sciences Corporation (together with CSC Brazil,
"CSC") for the sale of BearingPoint's consulting business in Brazil. Pursuant to
the Brazil Stock Purchase Agreement, CSC agreed to purchase BearingPoint, S.A.
("BearingPoint Brazil"), a wholly owned subsidiary of BearingPoint, through the
purchase of all issued and outstanding shares of common stock of BearingPoint
Brazil, for a purchase price of US $7.9 million (the "Brazil Transaction"). The
Bankruptcy Court approved the Brazil Transaction on July 23, 2009. The
consummation of the Brazil Transaction occurred on July 31, 2009.
On July 17, 2009, BearingPoint, BE Holdings I CV, a subsidiary of
BearingPoint, certain other affiliates of BearingPoint and BE Partners B.V., a
newly formed company established by a significant majority of the managing
directors of BearingPoint's Europe, Middle East and Africa ("EMEA") practice for
the purpose of acquiring the EMEA practice from BearingPoint (the "Purchaser"),
entered into an Agreement for the Sale and Purchase of the Share Capital of
BearingPoint Europe Holdings B.V., BearingPoint's European holding company (the
"EMEA Share Sale Agreement"). Under the terms of the EMEA Share Sale Agreement,
the Purchaser acquired all of BearingPoint'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 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.
On August 6, 2009, BearingPoint Australia Pty Limited ("BearingPoint
Australia"), a wholly owned subsidiary of BearingPoint, entered into a Business
Sale Agreement (the "Australian Business Sale Agreement") with BPA MBO Pty
Limited, BPA MBO Asset Pty Limited (as trustee for the BPA MBO Asset Unit
Trust), BPA MBO Services Pty Limited and BPA MBO Trading Pty Limited
(collectively, the "MBO team") for the sale of the BearingPoint's consulting
business in Australia to local management. Pursuant to the Australian Business
Sale Agreement, the MBO team agreed to purchase the business of BearingPoint
Australia through the purchase and assumption of certain assets and liabilities
of BearingPoint Australia and for a purchase price of AU$1,000 (exclusive of
Australian Goods and Services Tax) (the "BearingPoint Australia Transaction").
Additional fees are payable by the MBO team pursuant to a Trademark License
Agreement and Cross-License Agreement. The BearingPoint Australia Transaction
was completed on September 4, 2009.
In addition, BearingPoint is in negotiations with other interested parties
and local management to sell its Latin America practices and various Asia
Pacific practices (other than BearingPoint Brazil, BearingPoint Australia,
BearingPoint Japan and BearingPoint China GDC) and is in the process of selling
certain remaining assets there were not or will not be sold pursuant to other
transactions. There can be no assurance that any of these transactions will be
completed.
Cautionary Statement Regarding Financial and Operating Data
BearingPoint cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of BearingPoint. The Monthly
Operating Report has been prepared solely for the purpose of complying with the
monthly reporting requirements of, and is in a format acceptable to, the
Bankruptcy Court. The Monthly Operating Report is limited in scope and only
covers a limited time period.
The financial statements in the Monthly Operating Report were not audited or
reviewed by independent accountants and were not prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP).
The Monthly Operating Report presents condensed financial information of the
Debtors and BearingPoint's non-debtor subsidiaries, with its non-debtor foreign
subsidiaries accounted for on an equity basis, rather than on a consolidated
basis as required by GAAP.
There can be no assurance that, from the perspective of an investor or
potential investor in BearingPoint's securities, the Monthly Operating Report is
complete. The Monthly Operating Report may be subject to future adjustment and
reconciliation. The Monthly Operating Report also contains information for
periods which are shorter or otherwise different from those required in
BearingPoint's reports pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and such information might not be indicative of
BearingPoint's financial condition or operating results for the period that
would be reflected in BearingPoint's financial statements or in its reports
pursuant to the Exchange Act. The information set forth in the Monthly Operating
Report should not be viewed as indicative of future results.
The Monthly Operating Report and additional information about BearingPoint's
filing under chapter 11 of title 11 of the United States Code (the "Bankruptcy
Code"), including access to court documents and other general information about
the Chapter 11 cases, are available online at BearingPoint's case administration
website located at http://www.bearingpointinfo.com.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information in
this Item 7.01 is being furnished for informational purposes only and shall not
be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as otherwise expressly stated in such filing. The filing of this
Form 8-K shall not be deemed an admission as to the materiality of any
information herein that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
99.1 - BearingPoint, Inc. Monthly Operating Report for the month ended
August 31, 2009, filed with the United States Bankruptcy Court for the
Southern District of New York.
|
Forward-Looking Statements
Some of the statements in this Form 8-K constitute "forward-looking
statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995, including, without limitation, certain statements
regarding BearingPoint's bankruptcy and the sale of BearingPoint's businesses.
These statements are based on our current expectations, estimates and
projections. Words such as "will," "expects," "believes" and similar expressions
are used to identify these forward-looking statements. These statements are only
predictions and as such are not guarantees of future performance and involve
risks, uncertainties and assumptions that are difficult to predict.
Forward-looking statements are based upon assumptions as to future events or our
future financial performance that may not prove to be accurate. Actual outcomes
and results may differ materially from what is expressed or forecast in these
forward-looking statements. Factors that could cause actual results to differ
materially from those projected in such forward-looking statements include,
without limitation: (i) the ability of BearingPoint to continue as a going
concern; (ii) risks and uncertainties associated with BearingPoint's bankruptcy
proceedings as a result of filing for reorganization under chapter 11 of title
11 of the Bankruptcy Code, including, without limitation, employee attrition, as
well as Bankruptcy Court rulings and the outcome of BearingPoint's bankruptcy
proceedings in general; (iii) BearingPoint's ability to obtain Bankruptcy Court
approval with respect to the proposed sale of all or substantially all of its
businesses, if required, and related changes to the plan of reorganization;
(iv) the ability of BearingPoint to enter into definitive agreements with
respect to the sale of the rest of its businesses and assets, and to consummate
such sale transactions on favorable terms, if at all; (v) the ability of
BearingPoint to satisfy conditions to the closing of any sale transactions;
(vi) the ability of third parties to fulfill their obligations pursuant to sale
agreements, including their ability to obtain financing under current financial
market conditions; (vii) risks and uncertainties inherent in transactions
involving the sale of all or substantially all of the businesses of
BearingPoint, including, without limitation, the diversion of management
attention from the operation of BearingPoint's business and risks associated
with any failure to consummate such sale transactions; (viii) the potential
adverse impact of the chapter 11 proceedings on BearingPoint's liquidity and
results of operations; and (ix) claims made after the date that BearingPoint
filed for bankruptcy and other claims that are not discharged in the chapter 11
proceedings. As a result, these statements speak only as of the date they were
made, and BearingPoint undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
|
|