NEW YORK CITY, NY / ACCESSWIRE / November 13, 2024 / Matthew Dundon, Trustee of the Endo GUC Trust, formed upon the exit from Chapter 11 proceedings of Endo International plc and its affiliated debtors, announced that the Endo GUC Trust has released the attached interim financial statements and discussion for the quarter ended September 30, 2024, supplemented by a summary of material events which occurred from October 1, 2024 to November 12, 2024.
Contact: Joshua Nahas, jn@dundon.com, (914) 341-1188
Financial Statements
as of and for the Quarter Ended September 30, 2024
(Unaudited)
Unaudited Statement of Net Assets in Liquidation as of Inception (April 11, 2024) and September 30, 2024 | ||||||||
Assets |
| April 11, 2024 |
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| September 30, 2024 |
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Cash and cash equivalents |
| $ | 0.00 |
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| $ | 31,500,821.09 |
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Total assets |
| $ | 0.00 |
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| $ | 31,500,821.09 |
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Liabilities |
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Accounts payable |
| $ | 0.00 |
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| $ | 44,088.89 |
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Total liabilities |
| $ | 0.00 |
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| $ | 44,088.89 |
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Net assets in liquidation |
| $ | 0.00 |
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| $ | 31,456,732.20 |
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Unaudited Statement of Changes in Net Assets in Liquidation For the Period July 1, 2024 to September 30, 2024 | ||||
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Receipts |
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Interest received |
| $ | 360,267.11 |
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Total receipts |
| $ | 360,267.11 |
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Operating Expenses |
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Trustee, Trust Oversight and Trust Professional fees and expenses |
| $ | 4,383,089.04 |
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Other expenses |
| $ | 15,909.33 |
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Total expenses |
| $ | 4,398,998.37 |
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Distributions |
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Distributions to Sub-Trusts |
| $ | 0.00 |
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Distributions to and for benefit of Indenture Trustees |
| $ | 0.00 |
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Total distributions |
| $ | 0.00 |
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Total increase (decrease) in net assets in liquidation |
| $ | (4,038,731.26 | ) |
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Net assets in liquidation, beginning of period |
| $ | 35,495,463.46 |
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Net assets in liquidation, end of period |
| $ | 31,456,732.20 |
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NOTES |
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Non-cash changes to net assets in liquidation |
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Increase (decrease) to accounts payable |
| $ | (17,993.11 | ) |
Total non-cash changes in net assets in liquidation |
| $ | (17,993.11 | ) |
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Total increase (decrease) in cash |
| $ | (4,056,724.37 | ) |
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Description of the Trust
On August 16, 2022 Endo International plc and on August 16, 2022 or certain later dates certain of Endo International plc's affiliates (collectively, the "Debtors") commenced proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). On March 22, 2024, the Bankruptcy Court confirmed the Debtors' Fourth Amended Joint Chapter 11 Plan of Reorganization (the "Plan") and on April 23, 2024, the Plan became effective (the "Effective Date").
The Endo GUC Trust (the "Trust") was established pursuant to the Plan on April 11, 2024 as a Delaware statutory trust, of which Matthew Dundon serves as trustee (solely in his capacity as the trustee of the Trust and not in any individual capacity, the "Trustee"). The Trust is presently governed by the Endo GUC Trust Agreement, dated April 23, 2024 (the "GUC Trust Agreement"). The GUC Trust Agreement provides for rights, obligations and means of governance of the Trust as contemplated by the Plan. The GUC Trust Agreement defines certain terms used in these Notes to Financial Statements.
The Trust is authorized to issue Class A Units to former holders of claims arising under second lien and unsecured notes issued by the Debtors ("Notes"), and Class B Units (together with the Class A Units, the "Units") to former holders of Other General Unsecured Claims against the Debtors. In accordance with the terms of the GUC Trust Agreement, the holders of Units will be entitled to receive certain cash distributions from the Trust. The GUC Trust Agreement also provides, pursuant to the Plan, that the Trust will make cash distributions to certain sub-trusts created for the benefit of former holders of Mesh Claims, Ranitidine Claims, Generic Price Fixing Claims and Reverse Payment Claims (each as defined in the Plan) against the Debtors (the "Sub-Trusts").
On the Effective Date and pursuant to the Plan, the Debtors transferred certain causes of action and insurance rights (the "Causes of Action"), cash and certain other assets to the Trust.
Additional information and documentation concerning the Trust can be found on the Trust's website at www.EndoGUCTrust.com.
2. Certain Interim Accounting Policies
The unaudited Financial Statements (the "Statements") reflect the accounts of the Trust. The Trust has yet to adopt its definitive accounting policies, but will do so prior to reporting its activities for that portion of the full calendar year of 2024 in which it will have been in existence. The Statements have not been prepared in accordance with generally accepted accounting principles; rather they have been prepared using a liquidation basis of accounting, which the Trust considers an appropriate basis of accounting at this time.
The Statements were prepared using certain interim accounting policies, most importantly:
(a) |
| no asset or liability value will be assigned to Causes of Action until and unless a judgment of damages is entered or a settlement definitively agreed, in which case the gross amount of the judgment or settlement will be accrued as an asset and the aggregate amount of contingent legal fees and litigation finance payment obligations, if any, arising from such settlement or judgment if and when funded will be accrued as liabilities; |
(b) |
| the Trust will not disclose the status of any settlement negotiations nor its litigation or other strategy concerning the Causes of Action, nor (except and to the extent already disclosed or required by the applicable court or arbitrator) its funding arrangements for the Causes of Action including contingency fee terms and the terms of the Litigation Financing (see note 7); |
(c) |
| unbilled works in progress of Trust professionals will not be accrued as an expense nor realized as an account payable; |
(d) |
| amounts payable or possibly payable to beneficiaries of the Trust will not be realized as liabilities; |
(e) |
| disclosures on a per-Unit basis will be made commencing with the financial statements for the quarter and full-year ending December 31, 2024; and |
(f) |
| the Trust will not consolidate or report on the finances of the Sub-trusts. |
Each of these interim policies is subject to change and the report for the period of April 11, 2024 to June 30, 2024 will be restated to the extent definitive accounting policies may require.
3. Receipts
During the quarter ended September 30, 2024, the Trust's receipts consisted of interest paid on its cash balances.
4. Trustee, Trust Oversight and Trust Professional Fees and Expenses
On April 23, 2024, a five-member Oversight Board was appointed by the Official Committee of Unsecured Creditors of the Debtors. The Oversight Board's members are: (i) Morton Branzburg (designated in the interests of the Debtors' general unsecured non-funded debt creditors), Ephraim Diamond (designated as the Independent Board Member (as defined in the GUC Trust Agreement), and Daniel Golden, Dennis Prieto, and Himanshu Sheth (each designated in the interests of the Debtors' unsecured and second lien bondholders).
The Trust incurs fixed monthly costs of $65,500, including the monthly compensation of the Trustee and certain members of the Trust Oversight Board who receive compensation. The Trustee provides the Trust with office facilities and ministerial services at no additional charge. The Trust incurs recurring but non-fixed costs consisting principally of the fees and disbursements of legal and financial advisers.
During the quarter ended September 30, 2024, the Trust accrued $4,383,089.04 in Trustee, Trust Oversight and Trust Professional Fees and Expenses. Legal services in relation to Causes of Action and Litigation Financing (as below defined) accounted for the substantial majority of these accruals.
5. Other Expenses
The Trust's other expenses of $15,909.33 in the quarter ended September 30, 2024 consisted of bank fees.
6. Distributions
No distributions were paid in the quarter ended September 30, 2024.
7. Litigation Financing
Prior to the commencement of the quarter ended September 30, 2024, the Trust agreed in principle, subject to approval of the Bankruptcy Court and execution of definitive documentation, to a forward sale to certain of the Debtors' former unsecured and second lien noteholders of a portion of the possible return upon Causes of Action, the proceeds of which sales, being not less than $10 million, would be used, in addition to other assets of the Trust, to fund the pursuit of Causes of Action (the "Litigation Financing").
On July 16, 2024 and July 19, 2024, the Trustee filed papers in the Bankruptcy Court disclosing the terms of the Litigation Financing and seeking Bankruptcy Court approval of the Litigation Financing without further court proceedings in the absence of any objections. No objections were timely filed and the Bankruptcy Court entered an order approving the Litigation Financing on July 29, 2024. Definitive documentation of the Litigation Financing remains pending.
8. Tender and Registration Activities
On July 24, 2024, the Trustee extended the deadline from August 5, 2024 to September 5, 2024 for former holders of Notes and certain other non-opioid general unsecured claims against the Debtors to take actions, execute and submit certain forms and/or to provide certain materials and information required under the Plan in order to receive, or remain eligible to be considered to receive, distributions from the Trust and the Sub-Trusts. On and preceding September 5, 2024, former holders of substantially all Notes, and holders of a substantial number of non-opioid general unsecured claims took the requisite actions.
9. Causes of Action Litigation
On July 26, 2024, the Trustee filed a complaint in the Bankruptcy Court asserting Causes of Action against certain of the former Debtors' directors and officers captioned Matthew Dundon, Trustee of the Endo GUC Trust, Plaintiff, v. Rajiv De Silva, Douglas S. Ingram, Arthur J. Higgins, Nancy J. Hutson, Roger H. Kimmel, William P. Montague, Todd B. Sisitsky, Jill D. Smith, William F. Spengler, Paul V. Campanelli, Suketu P. Upadhyay, Karen A. Wallace, Brian Lortie, Antonio R. Pera, Joseph Barbarite, and John Does 1-10 (24-AP-07022). As of September 30, 2024, no defendant had answered or filed a motion to dismiss the complaint.
On August 15, 2024, the Trustee filed a complaint in the Bankruptcy Court asserting Causes of Action against former strategy consultants to the former Debtors captioned Matthew Dundon, Trustee of the Endo GUC Trust, Plaintiff v. McKinsey & Company, Inc. and McKinsey & Company, Inc. United States (24-AP- 07027). As of September 30, 2024, no defendant had answered or filed a motion to dismiss the complaint.
On August 15, 2024, the Trustee filed a complaint in the United States District Court for the Eastern District of Pennsylvania asserting Causes of Action against certain product liability insurers of the former Debtors captioned Matthew Dundon, as the Trustee of the Endo General Unsecured Creditors' Trust, Plaintiff, v. ACE Property and Casualty Insurance Company, et al. (24-CV-04221). As of September 30, 2024, no defendant had answered or filed a motion to dismiss the complaint.
On August 16, 2024, the Trustee filed a complaint in the Bankruptcy Court asserting Causes of Action against certain former shareholders of one of the former Debtors captioned Matthew Dundon, Trustee of the Endo GUC Trust, Plaintiff, v. TPG Capital, L.P., et al. (24-AP-07030). As of September 30, 2024, no defendant had answered or filed a motion to dismiss the complaint.
10. Subsequent Developments as of November 12, 2024
On October 18, 2024, the Trustee filed an amended complaint in the Ace Property and Casualty Insurance Company, et al. litigation matter described above.
Commencing October 30, 2024, the Trust distributed approximately $23.3 million cash and distributed or recorded (as the case may be) Class A-1, A-2 and A-3 Beneficial Interests to former holders of the Notes who had complied with the tender and registration requirements described above. The Trust issued a press release on October 30, 2024, which more fully described the distribution and recordation of such Beneficial Interests.
SOURCE: Dundon Advisers LLC
View the original press release on accesswire.com
