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| BGPTQ.PK > SEC Filings for BGPTQ.PK > Form 8-K on 30-Oct-2009 | All Recent SEC Filings |
30-Oct-2009
Regulation FD Disclosure
At a hearing on May 28, 2009, the Bankruptcy Court approved PwC as the winning
bidder at the Auction. The aggregate purchase price for the PwC Commercial
Services Transaction was $44 million (subject to certain contractual
adjustments). The closing of the PwC U.S. Transaction occurred on June 15, 2009,
and, as a result, PwC acquired the CS Business. The purchase price for the PwC
U.S. Transaction was $39 million. The closing of the PwC India Transaction
occurred on July 31, 2009 and the closing of the PwC China Transaction occurred
on September 18, 2009.
On July 9, 2009, BearingPoint and certain of its subsidiaries entered into a
Stock Purchase Agreement (the "Brazil Stock Purchase Agreement") with CSC Brazil
Holdings LLC ("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
September 30, 2009, filed with the United States Bankruptcy Court for
the Southern District of New York.
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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, the Amended Plan 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 and the Amended
Plan, (iv) BearingPoint's ability to prosecute, develop and consummate the
Amended Plan or one or more other plans of liquidation, as well as the risks
associated with third party motions in the bankruptcy proceedings, which may
interfere with BearingPoint's ability to develop and consummate one or more
plans of liquidation; (v) 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; (vi) the
ability of BearingPoint to satisfy conditions to the closing of any sale
transactions; (vii) the ability of third parties to fulfill their obligations
pursuant to sale agreements, including their ability to obtain financing under
current financial market conditions; (viii) 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; (ix) the potential
adverse impact of the chapter 11 proceedings on BearingPoint's liquidity and
results of operations; (x) management of cash resources; and (xi) 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.
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