AOne Bankruptcy Auction

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x : Chapter 11 In re: : : Case No.
12-12859 (KJC) A123 SYSTEMS, INC., et al., : 1 : Jointly Administered Debtors. : : Sale Hearing Date: December 11, 2012 at 2:00 : p.m. (ET) ------------------------------------------------------------ x NOTICE OF AUCTION TRANSCRIPT 1. On October 16, 2012, the above-captioned debtors and debtors in possession
(collectively, the Debtors),2 filed the Motion of Debtors for Order (I) Under 11 U.S.C. 105(a), 363, 365, 503, 507 and 1146(a), Fed. R. Bankr. P. 2002, 6004, 6006, 9007 and 9014 and Del. Bankr. L.R. 2002-1, 6004-1 and 9006-1 Authorizing and Approving (A) Bidding Procedures in Connection with the Sale of Certain Assets of the Debtors, (B) Stalking Horse Bid Protections, (C) the Form and Manner of Notice of the Sale Hearing and (D) Related Relief; and (II) Under 11 U.S.C. 105(a), 363, 365, 503, 507 and 1146(a), Fed. R. Bankr. P. 2002, 6004, 6006, 9007 and 9014 and Del. Bankr. L.R. 2002-1, 6004-1 and 9006-1 Authorizing (A) the Sale of Certain Assets of the Debtors Free and Clear of All Claims, Liens, Liabilities, Rights, Interests and Encumbrances Except for Permitted Encumbrances; (B) the Debtors to Enter into and Perform Their Obligations Under the Asset Purchase Agreement; (C) the Debtors to Assume and Assign Certain Executory Contracts and Unexpired Leases; and (D) Related Relief [Docket No. 34],
The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: A123 Systems, Inc. (3876); A123 Securities Corporation (5388); and Grid Storage Holdings LLC (N/A). The above-captioned Debtors mailing address is c/o A123 Systems, Inc., 200 West Street, Waltham, Massachusetts 02451. 2 Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Bidding Procedures Order (defined below).
RLF1 7705711v.1
seeking to sell certain of their assets through a sale pursuant to Section 363 of the Bankruptcy Code (the Sale). 2. On November 8, 2012, the United States Bankruptcy Court for the District of
Delaware (the Court) entered the Order (I) Approving Bid Procedures in Connection with Sale of Certain Assets of the Debtors; (II) Scheduling Hearing to Consider Sale of Assets; (III) Approving Form and Manner of Notice Thereof; (IV) Approving Break-Up Fee and Expense Reimbursement and (V) Granting Related Relief [Docket No. 314] (the Bidding Procedures Order). 3. Pursuant to the Bidding Procedures Order, the Debtors held an Auction for the
sale of certain of their assets. The Auction commenced on December 6, 2012 at the Chicago office of Latham & Watkins LLP. The Auction concluded at approximately 1:00 p.m. Central Time on December 9, 2012. 4. On December 8, 2012, the Debtors announced that the Successful Bidders are
Wanxiang America Corporation and Navitas Systems, LLC. 5. Attached hereto as Exhibit 1 is the final transcript from the Auction (the Notice
of Auction Transcript). This Notice of Auction Transcript will also be posted on the website of the Debtors claims and noticing agent, Logan & Company, Inc., at www.loganandco.com. 6. The Debtors will seek Court approval of the Sale at the Sale Hearing, which is
scheduled to commence on December 11, 2012 at 2:00 p.m. Eastern Time.
RLF1 7705711v.1
Dated: Wilmington, Delaware December 10, 2012
RICHARDS, LAYTON & FINGER, P.A. /s/ Amanda R. Steele__________________ Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Amanda R. Steele (No. 5530) 920 N. King Street Wilmington, Delaware 19801 Telephone: 302-651-7700 Facsimile: 302-651-7701 Email: collins@rlf.com merchant@rlf.com steele@rlf.com - and D. J. Baker Rosalie W. Gray Adam S. Ravin LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022-4834 Telephone: 212-906-1200 Fax: 212-751-4864 Email: dj.baker@lw.com rosalie.gray@lw.com adam.ravin@lw.com and Caroline A. Reckler Matthew L. Warren LATHAM & WATKINS LLP Suite 5800 233 South Wacker Drive Chicago, IL 60606 Telephone: (312) 876-7700 Fax: (312) 993-9767 Email: caroline.reckler@lw.com matthew.warren@lw.com
Counsel for Debtors and Debtors in Possession
RLF1 7705711v.1
Exhibit 1 Final Auction Transcript
RLF1 7705711v.1
In re: A123 Systems Inc. et al.

____________________________________
1262012to1292012
____________________________________
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
-------------------------------) ) In re: ) Chapter 11 ) A123 SYSTEMS, INC., et al., ) Case No. 12-12859 (KJC) ) Debtors. ) Jointly Administered ) -------------------------------)
Record of proceedings of Bid Auction taken pursuant to the Federal Rules of Bankruptcy Procedure held at Latham & Watkins, 233 South Wacker Drive, 34th Floor, Chicago, Illinois, on the 6th day of December, 2012 upon the hearing of the above-entitled case.
Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24
MR. POHL: begin. I'm Tim Pohl from Lazard, the Company's investment banker. today. I'll be conducting the auction Okay. Hello everybody. We're ready to
It's 10:00 a.m. Thursday morning somewhere, but
here it's 10:30 p.m. A couple of background things before we get to the action. For the record, we're going to ask people to announce who's here by institution. On the Company side, for the Debtors, many members of senior management are here, led by the president and CEO of the company, Dave Vieau. Lazard is here with a full team, led by myself. Latham & Watkins, the Company's primary outside counsel, led by Jan Baker, who's here; as well as Mark Collins from Richards Layton & Finger, as the Company's Delaware counsel. Alvarez & Marsal, the Company's financial advisor, led by Bob Caruso, and many others are also here. We'd like to ask not every person, but every organization who is participating in the auction to designate one authorized representative for purposes of
speaking on the record, if and when you choose, and to introduce for the record your organization that is here, if that makes sense. We can start in no particular order. we start with Johnson Controls. MR. FELTMAN: This is Josh Feltman from Wachtell Also here And we Why don't
Lipton on behalf of Johnson Controls.
representing Johnson Controls is J.P. Morgan.
have various senior decision makers from the company itself with us. MR. POHL: Thank you.
Wanxiang. MR. GUZINA: Bojan Guzina from Sidley Austin on We also have
behalf of Wanxiang America Corporation.
senior executives in the room and strategic advisors from Carnegie Hudson. MR. POHL: MR. DWYER: NEC. This is Ryan Dwyer from K&L Gates
representing NEC Corporation and also UBS. MR. POHL: MR. MOATS: MR. POHL: Siemens. Brad Moats for Siemens. Massachusetts CEC. Roberto Ramirez, chief financial
MR. RAMIREZ: officer.
MR. POHL: Navitas. Dan McGuire with Winston & Strawn here
MR. MCGUIRE:
on behalf of Navitas. MR. POHL: 24M. No one's here.
Creditor's Committee. MR. BALDIGA: Bill Baldiga with others from Brown
Rudnick, and Mike Genereux and colleagues from Blackstone, the Committee's financial advisors. MR. POHL: MR. ZHAO: United States. MR. POHL: Are there any other institutions that are Department of Justice. Victor Zhao, Department of Justice of the
here that haven't introduced themselves yet? Okay. Thank you. As you can all see, we have
a court reporter.
Transcripts will be available to any
party here who requests a transcript that provides contact information to the court reporter, and you'll be billed by the court reporter for that transcript, if you so desire one. This is the auction for the assets and equity interests of the Debtors and their non-debtor affiliates. The Debtors' cases are being jointly
administered under Case No. 12-12859 KJC in the Bankruptcy Court for the District of Delaware.
record. We have already had all of the attendees announced on the record. To confirm the qualified bids that the Debtors received prior to the bid deadline, we received qualified bids from the following qualified bidders: Johnson Controls, Wanxiang, Siemens, NEC, Massachusetts CEC, Navitas, and 24M. The Debtors will conduct this auction in accordance with the bidding procedures that were previously approved by the Bankruptcy Court on November 28th. And copies of those bidding procedures This auction is now being convened on the
are available at the main reception desk, if you all don't already have them from before. At the conclusion of the auction, the Company -- the Debtors will make a recommendation to the Board of Directors as to whom we believe are the successful bidders and the back-up bidders, in consultation with the Creditor's Committee and the Department of Justice. After conferring with the Board, the Debtors will file an announcement of the successful bidders and back-up bidders on the docket maintained in the Chapter
record. 11 cases. And it is our intention to present the bids of the successful bidders as the highest and best bids for approval at the sale hearing, which is currently scheduled for next Tuesday, December 11th, 2:00 or 3:00 p.m. We will not entertain bids for assets after the close of the auction absent further instructions to the contrary from the Bankruptcy Court. The rules governing the auction process are set forth in the bid procedures, and they may be modified from time to time by the Debtors on the record. Bid increments are set forth in the bidding procedures. They are 500 and $1,000 increments,
separate and apart from compensation for the break-up fee and expense reimbursement provisions that were previously approved by the Court. There is no time limit on the record or off the record at this juncture for bids to be considered and made, but we do reserve the right, in our discretion, in consultation with the Committee, to impose time limits, if we think that's appropriate at some juncture. All formal bids will be made openly and on the And so we will be asking parties who desire to
to it. Consistent with process, up until this point, no qualified bidder is permitted to consult with other qualified bidders prior to the conclusion of this auction or submit a joint bid with any other qualified bidder without the express prior consent of the Debtors, in consultation with the Committee and the Department of make a bid to indicate on the record what their bids are. And they can do that by indicating changes to
their previously submitted documentation, to be followed by actual agreement on the documentation itself. No contractual terms ultimately will be deemed valid and binding on a bidder until we've agreed -until those bids have been made on the record. As set forth in the bid procedures, any qualified bid submitted and made on the record will constitute an irrevocable offer and be binding on the applicable bidder until the bid is submitted, at the time of submission, until entry of the sale order. Back-up bids shall be irrevocable and binding on bidders until the earlier of 1 business day after the closing of the sale or 20 days after the sale order is entered. And that is -- Oh, one last item before we get
Energy. With that background, it is my understanding that Wanxiang would like to make a bid. MR. FELTMAN: Subject to the clarification that we
discussed about the stalking horse bid? MR. POHL: Yes.
The Debtors state for the record that the current bid by Johnson Controls is the bid that they -the stalking horse bid that was previously submitted. MR. GUZINA: Thank you.
This is Bojan Guzina from Sidley Austin on behalf of Wanxiang America Corporation. As indicated, we are revising our bid. record, we are making changes to the previously submitted asset purchase -- we are -- Let me start over. Bojan Guzina from Sidley Austin on behalf of Wanxiang America Corporation. We are making changes to our previously submitted asset purchase agreement. changes into the record. I will read those For the
They will be followed by a
revision to the asset purchase agreement. The purchase price is changing from $133 million to 131 million, but that is because we are removing the $2 million expense reimbursement for our
own professional fees. So the bottom line number
remains unchanged on that point. We will cap the Debtors' share of the cure cost at 17.5 million. On the closing conditions, we will modify the CFIUS contingency to provide that we will close into a trust if we don't have CFIUS approvals by January 15th, 2013. We will have the ability to assign our bid to a third party, so that party can close by January 15th, 2013, if we are unable to. We will provide a $25 million deposit to the estate that is tied to our ability to close either with CFIUS approval or into the trust by January 15th, 2013. On the other closing conditions, we are removing the DOE grants from the list of contracts that have to be assigned to us as a condition to closing. We are in discussions with the Department of Energy on the exact language that will be a part of the sale order; but our understanding is that by the time the sale order is entered, we will have received conditional novation of the DOE grant, such that the government would not have a claim against any proceeds from the sale.
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 We are also agreeing to waive the closing condition tied to the assignment of the SAIC joint venture. If we are the successful bidder, we will waive all litigation claims arising under our pre-petition agreements with the Debtors. And our bid is not contingent on Debtors' acceptance of any other bids, and it's not tied to any other bid. And I will let the Debtors clarify if I've misstated anything that we've discussed this evening. MR. FELTMAN: speak up? MR. POHL: Sure. I think there's more. For the record, Bojan Guzina. Can we get clarification -- May I
MS. RECKLER: MR. GUZINA:
Again, to clarify, the DOE grants that will be removed from the list of contracts that have to be assigned to us as a condition to closing includes the NIST grant. closing. MR. FELTMAN: I'm loud. So that, too, is not a condition to
First question is, is there still a condition to closing around Michigan?
Bojan. MR. POHL: Yes. That is not waived?
MR. FELTMAN: MR. POHL:
Correct. Thank you.
MR. FELTMAN:
The second question is, can we get a little bit clarification on the $25 million deposit. Is it if
Wanxiang fails to close by January 15th for any reason? And I'm not putting words in anybody's mouth. I just want the clarification. What is the conditions or the failure of conditions or what are the circumstances that trigger the forfeiture of the $25 million deposit. MR. GUZINA: The forfeiture of the deposit will be
triggered if the Debtors aren't able to satisfy all conditions precedent to closing and we fail to close, either with CFIUS approval or into a trust, by January 15th, 2013. MR. FELTMAN: Got it.
And then the last -- You may as well stand up, I'm sorry. The last clarification I have, and I'll see if anybody else behind me has any, when you say waive litigation claims under pre-petition contracts, does that include the claims for prepayment penalties and
break-up fees under both the credit agreement and the securities purchase agreement, or is it only claims for breach and things of that nature? MR. GUZINA: It's claims for prepayment penalties, a
termination fee, or any breach damages. MR. FELTMAN: MR. POHL: Okay. Thank you.
This is Tim Pohl again.
We have previously gone through in detail, with both Wanxiang and JCI, a series of calculations comparing our valuation of the bids. With these changes
and consistent with what we've laid out previously, we value the bid that was just made at $11-and-a-half million higher than the current bid from JCI. And that
includes after taking into account the break-up fee and expense reimbursement obligations. MR. FELTMAN: MR. POHL: And you concluded that's a better bid?
And we have concluded that at this
juncture that is a higher and better bid than the stand-alone JCI bid. MR. FELTMAN: Okay. Johnson Controls, if anybody is
interested, is not prepared to bid at this point, but we would certainly like to adjourn and consider the situation. I don't know if anybody else has anything to
notice. say on the record, but we would move for a recess. MR. POHL: That would be fine with the Debtors.
Is there anybody else who wishes to speak on the record at this time? Hearing none, we will adjourn until further Thank you. (recess taken.) MR. POHL: We're back on the record. And I believe
that JCI wants to say something. MR. FELTMAN: MR. POHL: Yeah, give me one second.
Okay. Okay. Speaking first on behalf of
MR. FELTMAN:
Johnson Controls, but in connection with a joint bid by Johnson Controls and NEC, and Jo Ann will speak in a moment, I think, we are putting forward a bid of $136.7 million, base price. to JCI, and 40 to NEC. It will be funded and split 96.7 JCI bid will change.
I want to speak very generically in saying that our partial deal effectively becomes a whole company deal. There will be some things that are excluded, but
let me just go through them to state it for the record. We'll be taking the government business, the IT infrastructure, the Ann Arbor lease and the equipment at the Ann Arbor facility, the 2 CPM pouch pilot line asset
at the Korea facility, the equipment in the lab at Hopkinton, the Waltham lease and the equipment in Waltham, the LiShen customer contract. In addition, our deal for the China entity A123 China Materials, which had been an asset deal, is going to become an equity deal subject to a couple of conditions which we think -- Well, I don't want to editorialize. follows: The equity of the A123 China entity will first be transferred to a new U.S. holding company. And the Subject to the various conditions as
U.S. holding company will be transferred from A123 to JCI. The existing note from the Chinese entity to A123 will be adjusted just to account for the accrued interest. So the face amount. The Chinese entity, again, A123 China Materials, will convert a $19 million intercompany payable to the U.S. parent into a registered note, form of a registered note. The right to receive payment under these registered notes will be transferred to, again, the same new U.S. holding company in connection with closing. A123 in the APA will provide a representation
that all the notes have been properly registered in accordance with Chinese law. The liabilities of the Chinese entity that would have been excluded liabilities under an asset deal structure will continue to be treated as excluded liabilities for purposes of the indemnity. And, finally, the claims of WX, Wanxiang companies and affiliates under their pre-petition agreements with the Debtor against the Chinese entity will be discharged in one form or another. JCI is also going to amend the assets that it's acquiring to exclude the equity interest in A123 Systems Hong Kong. Accordingly, and relatedly, the closing
condition related to SAIC consent falls away. To be clear, NEC -- and, again, I'm going to turn this over to Jo Ann momentarily -- NEC will acquire all of the assets primarily related to the Korean commercial businesses, consistent with what's laid out in their existing APA. With respect to conditionality on the JCI elements, in addition to waiving the SAIC consent, I want to state for the record that we're waiving -- we've waived, but, for the record, for the purpose of this auction, our employee condition. Because we had not yet
executed with the company an amendment to that effect. The DOE condition will be dropped. already submitted its novation filing. JCI has
We reserve the
right to go seek future funds owing under the DOE agreements to A123. precedent. And, finally, I guess it's just worth observing -- Well, it's not finally. First of all, the IP license agreements which were forms attached to the JCI APA will be amended consistent with an understanding, pursuant to a letter of intent, reached between NEC and JCI. And I think finally we'll state for the record that the inter -- not the intercompany, but the obligation under the JCI APA for JCI to purchase powder from the Chinese entity at a commercially reasonable rate will be -- it is agreed will be subject to a collar effectively enough to make sure that the entire cash-burn and loss at China will be funded through those purchases. This is expanded not only to the powder business, but the other aspects of the Chinese business which are now part of the deal because it's an equity deal. And the target there is a million per month. But it's not a condition of
MR. POHL: Week. A million per week. I'm going to
MR. FELTMAN:
Is there anything I'm missing?
look at some of my colleagues, and then I'm going to turn it over to Jo Ann. If there's nothing, I'm going to say I'm going to turn this over to Jo Ann on behalf of NEC. MS. BRIGHTON: Jo Ann Brighton on behalf of NEC.
As a housekeeping matter, I just want to clarify the record and state that also attending the auction on behalf of NEC is Laura Davis Jones from Pachulski, Stang, Ziehl & Jones as co-counsel in Delaware. As Josh stated, NEC is prepared to make a bid of $40 million as laid out in our existing APA, with some changes to the APA as follows: We will add language in Section 3.1(q) that states, order that notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006, the sale order is not stayed and is effective immediately upon entry. We will delete the requirement of the condition precedent to closing in Section 6.1(j) that related to HQ, and the referral to that in Schedule 6.1(f).
In Section 6.19 we will change the employee condition to require no fewer than 50 percent of 18 key employees, and drop the specifically named employees that were required previously under the APA. In Section 10.7(b) we will add back in the remedy of specific performance. In Section 8.1(b) we will change the outside date for closing to be March 31st. Any other comments? That's all we have. MR. POHL: Does anybody else have anything else that
they want to add for the record? MR. FELTMAN: Just a last statement.
I just want to state that we've been working with the Debtors, we understand where they're coming from on some of the analyses of the various bids, but -I mean, everybody reserves all their rights in these things, but we want to state for the record that we're not terribly pleased with some of the analysis of some of the risk factors. And we expect to be discussing, if
this auction proceeds forward. MR. POHL: MR. MILLER: Okay. I think we are all --
I'm sorry, just a couple of points of
clarification for the record.
Josh, on the -THE REPORTER: MR. MILLER: Watkins. Josh, on the condition -- on the IP transfer condition, can you just state for the record if you're okay with the consent with HQ. MR. FELTMAN: Yeah. For the record, both NEC and Can you state your name, please. Sure. It's Rick Miller, Latham &
JCI teams have signed off on the proposal that was worked out between Latham and the representatives of HQ, et cetera. So that should not be -- is effectively no
longer a condition. MR. MILLER: Okay. And then one last point.
Also on the amendment of the IP agreements, for the record, that's not going to be a condition, those IP agreements agreed between you and NEC? MR. FELTMAN: Effectively, yes. We simply want to
note that we negotiated forms of IP agreements that were generic with the Debtors' representatives. At this
point we have tailored them to -- or we have agreed to tailor them in a way that reflects a business understanding between NEC and JCI. additional conditionality. condition. It represents no It's not a
They're agreed.
We just wanted to let everybody know that
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 (Whereupon, proceedings in the above-entitled cause were continued until 10:00 o'clock a.m. on Friday, December 7th, 2012. the form otherwise agreed has been effectively supplanted as a result of the vets. MR. MILLER: MR. BALDIGA: All right. Thank you.
Bill Baldiga for the Committee. It's both as
One further question on the DOE.
to the grant and the sale condition, those are both waived? The sale language, the sale order language. The sale order language that was
MR. FELTMAN:
proposed by DOE is acceptable, and we are waiving the condition that we get the novation of the future grievances. MR. BALDIGA: MR. POHL: Okay. Great. Thank you.
Anybody else? We are going to recess until 10:00 a.m. 10:00 a.m. Friday morning.
tomorrow morning.
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 21 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 * * o O o * *
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 22 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 _________________________________ Notary Public SUBSCRIBED AND SWORN to before me this _____ day of ________________, A.D., _______. _________________________ MARINA MOGILEVSKY, C.S.R. CSR No. 084-004103 311 South Wacker Drive Suite 300 Chicago, Illinois 60606 Phone: (312) 386-2000 MARINA MOGILEVSKY, being first duly sworn, deposes and says that she is a Certified Shorthand Reporter in Cook County, Illinois, and reporting proceedings in the Courts in said County; That she reported in shorthand and thereafter transcribed the foregoing proceedings; That the within and foregoing transcript is true, accurate and complete and contains all proceedings had upon the within cause. STATE OF ILLINOIS ) ) ss: COUNTY OF C O O K )
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 23 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 REPORT OF PROCEEDINGS at the bankruptcy auction of the above entitled case held on the 7th day of December, 2012, at 1 p.m. In Re: A123 SYSTEMS, INC., et al., Debtors. ) ) ) Chapter 11 ) No. 12-12859 ) IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 24 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 MR. POHL: This is Tim Pohl. We are back on the
record, reconvening the auction for A123 Systems. Where we left off last night was a bid had been put on the record by JCI and NEC. And I believe that NEC
wants to add one additional clarification to that bid. MR. MILLER: MS. BRIGHTON: Both parties. Jo Ann Brighton on behalf of NEC We would like to make
Corporation from K&L Gates.
the following clarifications for the record to our bid that we put on the record last evening or early this morning. Parallel to what JCI represented in
their bid, in their bid this morning in funding the operations of the auto business, we agree to fund the operations of the cell and grid business after January 15th with a collar of $500,000 per week with a maximum exposure of ten weeks at $500,000 per week. We have some further clarifications with respect to contract assumption and rejection that's in our APA and those clarifications are as follows: The debtor and the committee have raised certain issues concerning this project and we're working on clearing all those issues. But for right now
specifically, NEC will shorten the time period to
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 25 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 determine the assumption of a rejection of contracts and will fund the cost of administering the contracts during that period. The time that we are going to
shorten it to is to be determined, we haven't yet determined that, and we will clarify that at a later date. We removed the ability to reject contracts post closing. We retain the ability to determine the
assumption or rejection of four specific contracts that the debtors have proposed to be rejected, and those contracts are the equipment purchase agreement dated September 30, 2010 between A123 and AES ES Westover, LLC, the equipment purchase agreement dated January 18, 2011 between A123 and AES Gener, SA, the equipment purchase agreement dated September 28, 2011 by and between A123 and AES Energy Storage, LLC, and the professional services agreement dated July 16, 2012 between A123 and AES ES Westover, LLC. Our last point is we will remove the assumption of the separate ConEd contract that we had proposed to assume in our APA and was on our list because the debtors have already rejected that contract. Those are our clarifications. Thank you.
MR. POHL:
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 26 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 MR. FELTMAN: Thanks, Tim. Quickly, a couple of
clarifications on our side.
One, a misunderstanding It's Josh
by us and frankly, I'll take the blame. Feltman.
Regarding the DOE language from last night
that was circulated, upon review of further language this morning we came to understand it differently than we had understood it last night. So the
language that would require Johnson Controls in the event of a failure of novation to pay incrementally for the equipment would not be acceptable. So we're not going to -- it would have to be otherwise worked out. Whether the fault of the DOE That being
or the debtor is of no consequence to us.
said, we have a great deal of confidence that it's not going to be an issue as a practical matter as we expect novation. We have, for the record, applied
pursuant to the requested process. I would also say that we will give a formal covenant in the APA to use commercially reasonable best efforts to do everything and anything necessary to get that novation, responding to document requests and so forth. difficult. Further clarification, and this is not really But we anticipate it won't be
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 27 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 an error, but just to be clear on the IP contract, no conditionality around the IP license. I do want to
be clear that because of the dual bid nature, NEC and Johnson Controls, with a separate in time closing likely, although it would be great if we could all close early and at the same time, we will need the debtor to actually execute an IP license agreement for a period. That license agreement, the terms of
that agreement are fully worked out between NEC and JCI, so we don't view it as any type of real condition. We just want to be clear that it is
necessary as just a mechanical step pending the second closing in the transaction. And the third thing is we've agreed and accepted the HQ, Hydro-Quebec language. To the
extent that MIT or others somehow fail to consent to the assignment of the license, that would remain a condition now and that would remain conditions, I think that's probably true of all the bids on the table right now. problem there. And again, we don't expect any But as concerns the specific
objection of the Hydro-Quebec consortium, the language proposed by that consortium is acceptable and therefore, that we view as no issue. So I just
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 wanted to clear that up. MR. POHL: Thank you. Thank you. Okay, I think at this time
I'll ask W for a clarification which I think is agreed upon which is that you will incorporate the same covenant to use your good faith commercial efforts to seek resolution. MR. GUZINA: That is correct. And also -- Bojan
Guzina on behalf of Wanxiang.
We'll incorporate that
type of a covenant and counsel confirmed that we also don't have an agreement on the DOE language based on the latest round of revisions but that we are continuing to work with the Department of Energy towards a resolution. MR. FELTMAN: Let me be clear. We recited last
night in connection with our bid that the assets will include certain assets located in Korea. I think, if
I won't butcher this, I understand that there's a lease expiring and that we have agreed that we will pay for the removal of the asset and transfer and pay for the value of the asset ahead of the expirate of that lease which might be otherwise prior to closing. Did that help? MR. POHL: I believe that value is -I believe $200,000 --
MR. FELTMAN:
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 29 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 MR. MILLER: MR. FELTMAN: we pay for it. MR. OKLOBDZIJA: We'll pay the cost. And if it's Yes. -- has been, just to be clear what
50 grand, 50K, it's 50K and not 200K. MR. MILLER: MR. FELTMAN: MR. POHL: three things. Correct. Estimated at 200,000.
Okay, here's where the estate is, Number one, the bid that is now on the
table from JCI and NEC is deemed to be a higher and better bid than the prior bid from Wanxiang by the amount of a bid increment of $500,000. Number two, in response to the dialogue on the record with respect to the DOE and the estate, I just want to make this clear on the record, there is no differential value being ascribed by the estate at this time to the two parties' position with respect to the DOE. Number three, from this point forward until further notice on the record, with the advice and consent of the creditors committee, we are increasing the go forward bid increments from $500,000 to $5 million. Does anybody wish to be heard? For the record, Bojan Guzina on
MR. GUZINA:
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 behalf of Wanxiang. We reserve all rights for the
record with respect to the modifications to the bid increments after the announcement of a higher amount of bid. MR. POHL: That's fine. Does anybody wish to
make a bid or request a recess to consider whether or not they are going to make a bid? MR. GUZINA: MR. POHL: We request a recess. We are in recess. * * *
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Report of proceedings in the auction of the above-entitled cause, at 233 S. Wacker Drive, Third Floor, in the City of Chicago, County of Cook, State of Illinois, before Victoria D. Rocks, CSR, Notary Public, commencing at 4:08 p.m. o'clock, on the 7th day of December, 2012 A.D. STATE OF ILLINOIS COUNTY OF C O O K ) ) ss: )
IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS BANKRUPTCY DIVISION IN RE: A123 SYSTEMS, INC. ) ) ) ) ) No. 12-12859 ) ) ) )
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 32 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 appeared on behalf of the Debtor. LATHAM & WATKINS MR. PAUL VAGLICA MS. ALICIA DAVIS MS. CAROLINE RECKLER 233 S. Wacker Drive Suite 5800 Chicago, Illinois 60606 (312) 876-7700 alicia.davis@lw.com APPEARANCES:
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 33 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Report of Proceedings: 3 - 10 I-N-D-E-X
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 34 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 MR. POHL: I think that we're ready to start. We're back on the record.
Tim Pohl, for the debtor.
A couple of process announcements before we get started. First, something that was implicit,
which I should make explicit from the last time we were on the record. When we increased the bid
increment going forward to five million dollars, we will, of course, maintain whatever the then current bid increments are for an equal number of bids by both parties. clear now. Second, we are going to begin after the next bid with some time limits, which we're going to set at 45 minutes. So from the time that a bid is made If that wasn't clear, it should be
that is announced by the debtors to be accepted as a higher end, better bid, from that announcement forward there will be a 45 minute clock on the next bid and so on and so forth. Debtors, of course, reserve the right to take as long a recess as we need to evalulate the value of a bid, although we promise you it won't take us very long to evaluate the value of cash. And so with that, we also want to indicate that we are not going to increase the bid increments
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 35 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 above five million dollars, although we will reserve the right to lower them. MR. GUZINA: For the record, Bojan Guzina, on With those clarifications, we
behalf of Wanxiang.
are prepared to make a new bid. Most importantly, the dollar amount of our bid will be increased by 5.5 million dollars. So
the new amount is one hundred thirty six million five hundred thousand dollars. The only other
clarification we will make into the record is that the two security deposits under our agreements, one in the amount of $25 million, the other in the amount of 13 and a half million dollars are not additive. There's no real circumstance in which both could be triggered. That is an understanding that We just wanted to
we have reached with the debtor. read that into the record. MR. POHL:
It is now on my watch.
That bid is
a higher and better bid than the last bid by JC, Inc. Does anybody else wish to make a bid? MR. FELTMAN: Lipton for JC, Inc. Joshua Feltman from Wachtell We will change our bid to say
that JC will pick up the first 10 million dollars of
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 36 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 MR. POHL: cure costs. So the current cure costs were estimated of the debtor at 17 million. I don't think there's any
question, unfortunately, that they would -- even in a conservative scenario could add up to an excess of 10 million. We'll pick up the first 10 million and
that is the change of the bid. MR. POHL: The debtors will take between a two I suggest that everybody
and a three minute recess. just hang out. (Recess.)
We're back on the record.
First, to
repeat something that I think we said yesterday whenever we actually started this auction so that there's no misunderstanding. Whenever this auction ends, whatever the then highest bid is, that bid is not officially deemed the highest bidder accepted until we stay and finalize the documentation, just to be clear. Having said that, with respect to the bid that was just made, we value that on the current schedule of assumed contracts at ten million dollars. And so I
think the bid is ten million dollars W at the current bid.
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 MR. POHL: MR. GUZINA: Bojan Guzina, on behalf of We will do the same Wanxiang
Wanxiang America Corporation.
with respect to the cure cost increment. will pay the first 10 million. MR. POHL:
Again, on the current schedule of
contracts that we have from W, we value that at 10 million. MR. FELTMAN: Joshua Feltman, on behalf of JCI,
I request a hopefully quick adjournment. MR. GUZINA: MR. POHL: Forty-five minutes? That's fine. (Recess.) Back on the record. I believe that
someone wants to speak. MS. BRIGHTON: Jo Ann Brighton, K & L Gates, on We would like to amend
behalf of NEC Corporation.
our asset purchase agreement to reflect a change in purchase price of an increase of 10 million dollars. We would also like to change the indemnity cap provision, which currently provides for 5 percent of the purchase price and cap out the indemnity at 2 million dollars. By way of cleaning
up some contractual terms, earlier in the record we indicated four AES contracts that we would like to
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 38 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 have the option to assume or reject. We would like
to modify that, and we would like to have the option to assume or reject all of the AES contracts and will be responsible for any obligations associated with those contracts, ongoing warranty obligations if we assume those contracts, but to be clear, not for the payment of a fixed liquidated sum. MR. MILLER: MS. BRIGHTON: MR. MILLER: Joe Miller, one question. Sure.
Was there any change to the
indemnity or it's the same? MS. BRIGHTON: Currently, it provides that we
would like an indemnity of 5 percent of the purchase price. If you raise the purchase price, we cap the
indemnity at 2 million dollars. MR. MILLER: MR. POHL: Okay. Thank you.
Can you clarify what you mean by
what you just said with respect to the AES contracts? MS. BRIGHTON: The AES contracts are service
contracts, and there's an estimated amount of about $901,000 associated with the obligation under those contracts. It is not the payment of a fixed liquidated
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 39 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 sum of money at $1,000 that we would be obligated to pay, but rather the service warranty obligation under those contracts. MR. GUZINA: There's no monetary default on
those contracts that the debtors would have to cure upon assignment? MS. BRIGHTON: MR. GUZINA: liability. That's correct. It's simply the assumption of
So the benefit to the estate would be There's no
just the awardance of ejection damages. dollar for dollar benefit to the estate. MS. BRIGHTON: MS. RECKLER: record.
Are there ejection damages? This is Caroline Reckler, for the We're talking about the
There could be.
ongoing warranty obligations that you can choose to assume those contracts, NEC would be responsible, not the debtor's estate. And if there is any cure amount which we have estimated at zero, NEC would be responsible for those cure amounts. MS. BRIGHTON: MR. POHL: That's correct.
Anybody else? I think there's one more
MS. RECKLER: clarifification.
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 40 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 now. MR. GUZINA: MR. POHL: We'll take a recess. Okay. Off the record. MR. MILLER: amount? MR. FELTMAN: Sure. Under our contract, we Did you want to clarify the cure
noted earlier that we take the first 10 million of cure costs. We also, the way the contract works, we're going to have anything above 17,5. MR. POHL: Okay. I think that we agree that is
10 million dollars. MR. GUZINA: MR. POHL: Is it ten flat? Ten flat, yes. And the clock starts
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 41 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 ____________________________________________ VICTORIA D. ROCKS, C.S.R. License No. 084-002692 VICTORIA D. ROCKS, C.S.R., Notary Public, being first duly sworn, deposes and says that she is a Certified Shorthand Reporter, doing business in the City of Chicago, County of Cook, State of Illinois, and reported proceedings in the Courts in said County; That she reported in shorthand and thereafter transcribed the foregoing proceedings; That the within and foregoing transcript is a true, accurate, and complete record of the proceedings had upon the auction in the County of Cook, State of Illinois, on this 7th day of December, 2012. STATE OF ILLINOIS ) ) ss: COUNTY OF C O O K )
* * o O o * * Record of proceedings of Bid Auction taken pursuant to the Federal Rules of Bankruptcy Procedure held at Latham & Watkins, 233 South Wacker Drive, 34th Floor, Chicago, Illinois, on the 7th day of December, 2012 upon the hearing of the above-entitled case. -------------------------------) ) In re: ) Chapter 11 ) A123 SYSTEMS, INC., et al., ) Case No. 12-12859 (KJC) ) Debtors. ) Jointly Administered ) -------------------------------) IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
MR. POHL: here. Okay. I think everyone is most likely And I believe that the
bid is to W. MR. GUZINA: Bojan Guzina from Sidley Austin on We will increase our
behalf of Wanxiang America.
purchase price to 146,500,000, all other terms remain unchanged. bidder. MR. POHL: That bid is a higher and better bid. Does that not violate the bid But we do not agree to be the back-up
MR. FELTMAN: procedures? MR. POHL:
In what way? That every bidder is required to be a And there's a court
MR. FELTMAN:
back-up bidder except us I think. order to that effect. that. MR. POHL: the procedures. MR. FELTMAN: MR. POHL: Okay.
Maybe you guys should think about
We have the discretion to modify
To what's the deduct for that?
The bid procedures require that a back-up
bidder must modify by the Debtors -- that the back-up bidder's bid remain open for 20 days from the sale order. Because that period is inside of the CFIUS
period, there is no possibility in the Debtors' view
that we could effectuate the closing of a back-up bid by Wanxiang. And, therefore, we have never placed any
value in their favor on their prior position, differential for being a back-up bidder, compared to JCI. And, therefore, we're not placing any degradation
on the value of their bid from removing that position. So Debtors, in consultation with the Committee, believe that bid satisfies the bid procedures and is -- $10 million is $10 million. and NEC. MS. BRIGHTON: MR. POHL: We would like to request a recess. That's fine. So the bid is to JCI
NEC requested a recess. We'll start the clock.
We're in recess.
(recess taken.) MR. POHL: Okay. We're back on the record. And I
believe the bid is to -MR. FELTMAN: Josh. We're going
For the record, Josh at Wachtell. to raise our bid as follows:
Two-and-a-half million in cash, and we're going to take the seven-and-a-half million of cure and wipe it out. The result of that would be that our contract will
be that any contract -- our contract will say that any contract that we wish to assume/assign, effectively, we
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 45 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 have to pay all the cure costs. And -- Well, I won't even defer to Jo Ann. behalf of our good friends at NEC, they're no longer going to be a back-up bidder either. I think they On
suffer from the same CFIUS pathology, if you will, and it shouldn't be an issue. MS. BRIGHTON: MR. POHL: I didn't get a chance to speak.
Would you like to speak? No.
MS. BRIGHTON: MR. POHL:
We have no objection for valuation
application to the back-up bidder -MR. FELTMAN: MR. POHL: Thank you.
-- for the same reason.
And I believe, in consultation with the Committee, that that bid satisfies the requirement of being $10 million higher. The bid is now to W. MR. GUZINA: MR. POHL: We will take a recess. You may have one.
We're in recess. (recess taken.) MR. POHL: Okay, everybody. I don't have a
microphone up here. Okay.
I think we're ready to start.
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 46 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 consent. million. I believe that, just to recap -- no, not from the beginning -- the headline numbers that we left off with, the top line numbers, to make sure that we're clear, on the JCI/NEC bid it is 149.2 million, and on the W bid it was 146.5. And with all of the adjustments, there's a 10 million -- a $5 million differential. And the bid is to W. MR. GUZINA: America. We will increase our headline number to 150 So that's an increase of 3.5 million. And we So Bojan Guzina on behalf of Wanxiang
will take down our cure cost reimbursement to zero. it's a total adjustment of 11 million. agree to be a back-up bidder, still. MR. POHL: credit. That is -- I'm looking for my Committee Yes, that's valued at $11 million. Before I move on, we are going to alter the time clock increments from 45 minutes to 30 minutes, starting now. MS. BRIGHTON: Twice. And we do not
And we will give you double the
Josh is going to let me speak first,
if you can believe that.
Jo Ann Brighton, K&L Gates, on behalf of NEC. NEC would like to increase the purchase price under the APA to $4.2 million cash. And just as a few clean-up items on the APA, as we did with the indemnity last night, we'd like to freeze the deductible, which was formerly 1 percent of the purchase price. As we increase the purchase price, It's
we'd like to freeze that indemnity at $400,000. not really an economically impactful change.
And then the second is, we'd like to change the deposit to be delivered seven business days to the Debtor. MR. BALDIGA: part? MS. BRIGHTON: business days. The deposit to be delivered in seven And given the I'm sorry. Can you repeat the last
Right now it's three.
wiring and the Tokyo time, we'd like to just change it to seven. MR. POHL: And the indemnity again? Never mind. Okay. And now I'll hand the floor to
I got it. MS. BRIGHTON: Josh. MR. FELTMAN:
Yeah, very simple.
You heard NEC cash
portion was up 4.2.
We're taking the JCI cash up 8.4.
W. MR. GUZINA: Bojan Guzina on behalf of Wanxiang. right. MR. POHL: increment. Okay. That for sure meets the bid So that's a total of 12.6, if I'm doing my math
I just need a second to remind myself again.
So, just to be clear, so I'll do the headline numbers first, and then where the delta is. The headline number for JCI and NEC combined is 161.8, and for W it is 150. And the amount by which JCI
and NEC are ahead is $6.6 million. MR. GUZINA: MR. POHL: We're going to break. We are in recess.
(recess taken.) MR. POHL: Okay. I think everybody is here again. And the bid is to
We are back on the record.
I believe the increment is 6.6 plus the 5 million overbid, correct? MR. POHL: MR. GUZINA: That's right. Okay. We will increase our headline That takes us to 161.6. And we
number by 11.6 million.
do not agree to be a back-up bidder. MR. POHL: Okay. Quadruple the credit. We think that works.
MR. FELTMAN: MR. POHL: I think we need a recess.
Recess granted. Thank you.
MR. FELTMAN:
(recess taken.) MR. POHL: is to JCI/NEC. MS. BRIGHTON: first. Jo Ann Brighton, K&L Gates, for NEC. We are Josh is going to let me speak again We are back on the record. And the bid
increasing our purchase price under our APA $5 million. MR. FELTMAN: And on the JCI side, we're going to
drop the condition related to the approvals in the State of Michigan of economic development authorities and so forth. MR. POHL: Okay. Based on previous discussions we
have had with both bidders, the value of the dropping of that condition is $10 million. million bid. MR. GUZINA: MR. POHL: How do you come up with $10 million? The same way we came up with it when we And so that's a $15
offered it to you yesterday, which is that we consulted with the Committee, and we ascribed that value to the elimination of that closing condition. And so that means, to sum up, the headline
Tim. MR. POHL: Granted. million. value. MR. GUZINA: MR. POHL: Let's take a break. Break granted. number is 166.8, and the delta is $10 million to deposit for JCI/NEC. So the next bid would need to be $15 million of
(recess taken.) MR. POHL: Okay. I think we're back on the record.
For the record, just to stay current, the headline numbers, as I indicated before, for JCI/NEC are 166.8, as compared to for W are 161.6. And after all of
the adjustments, there is a current delta of $10 million, which means the bid is $15 million to W. MR. GUZINA: Okay. Bojan Guzina on behalf of
Wanxiang, not a back-up bidder. We will increase the headline number by 5 So it would be 166.6. And we will drop the
Michigan grant condition. MR. POHL: Okay. That's accepted as $15 million.
MR. FELTMAN:
I think we're going to need a few,
(recess taken.) MR. POHL: Okay. We're back on the record. And the
bid is to JCI/NEC. MR. FELTMAN: Josh Feltman, for the record.
Let me just start with an element of this which is not highly relevant to the acumen of this auction. We want to add to the bid, in terms of the assets we're purchasing, the remainder of the assets in Korea. Namely, the NPD line, including the coder. Now, we understand that the company values that at $400,000 on an independent basis. And I think for
all intents and purposes, separate from everything else, we will pay 400,000 for that. I don't think that's
helpful in analyzing the bids, and I don't want to editorialize too much, but we want those assets. MR. POHL: Just as a clarification, you want them
in, and you're increasing by 400, and that's value neutral? MR. FELTMAN: MR. POHL: That's value neutral.
Got it. So then of import, or more import, JCI
MR. FELTMAN:
will increase the cash portion of our bid, on top of the 400 separate, by $5 million. MS. BRIGHTON: of NEC. NEC would like to amend their asset purchase Jo Ann Brighton, K&L Gates, on behalf
agreement and increase their bid by $10 million. MR. POHL: Okay. I think with that, the Debtors
would like to take a recess. (recess taken.) MR. POHL: MR. GUZINA: where we are? MR. POHL: Yeah. We're on the record. Just to We're on the record. Can you just restate, for the record,
All right.
refresh where we last left off, W's gross number is 166.6, JCI/NEC's gross number is 181.8, which does not include the $400,000 Korea issue, which is separate, there's no impact, and down 10. MR. GUZINA: We're going to increase the gross
number to 180 million, and we're going to decrease the indemnity holdback by 10 million from 18.75 down to 8.75. And we're not the back-up bidder. Sorry, the amount on the indemnity
MR. FELTMAN: holdback again? MR. GUZINA: MR. BALDIGA:
Goes down by 10 million. How much was the increase in the gross
on the cash portion? MR. GUZINA: million. It goes from 166.6 to 185. 13.4
you. (recess taken.) MR. POHL: Okay. We're back on the record. MR. POHL: Okay. We need to take a recess. Thank
So where we left off was, W had made a bid increasing their cash from 166.6 to 180, and reducing their indemnity by 10, which we value at 50 cents on the dollar for 5. Cash is cash. The net effect of that,
inclusive of a few more things I'm going to put on the record, but in dollars that would be 8.4 million ahead of the prior bid by JCI and NEC. In addition to that, and someone will correct me if I garble this, two things. Number one, again, all subject to agreement on language, like everybody's documentation all through this auction, the regulatory approval conditions will be limited to U.S. regulatory approvals only, as conditions to closing. Point one.
Point two, the language in the -- the provisions in the Wanxiang agreement that eliminate their obligation to fund into the trust by January 15th will be modified such that there will need to have been a so-called CFIUS order in order for them to not be obligated to fund, subject to agreement on the language
of exactly how that's described. MR. BOX: I think the right way to describe it is
that our CFIUS lawyers need to come to agreement on what that wording is. MR. POHL: MR. BOX: Okay. That's fine.
But we haven't agreed that CFIUS order is
the right standard. What I told the folks in the other room was that we've got some language that we think should get you there. And David has just sent it over. Without putting a label on what we'll That was my label.
MR. POHL:
call that language. MR. FELTMAN:
Can I ask, just directionally, is that
latter point a narrowing of the circumstances under which Wanxiang would be excused -MR. POHL: Correct. -- from funding into trust? It would be a
MR. FELTMAN: MR. POHL:
That's correct.
significant narrowing of the standards that would excuse them from funding into the trust, that's correct. Subject to agreement on that language, and rather than wait all night -- wait longer to do that, we're going to keep going, just like we've been doing with all the documentation language.
to W. MR. SHEMANSKI: MR. FELTMAN: Josh, you looking for me? I am. We would value -- The state of play is plus 8.4
And we would request a recess. MR. POHL: No problem.
(recess taken.) MR. POHL: Okay. Back on the record. Headline For a
Just to recap, briefly, where we are. number W, 180. Headline number JCI/NEC, 181.8.
current delta, with all of the adjustments, of 13.4. I'm sorry, 8.4. MS. BRIGHTON: of NEC Corp. Jo Ann Brighton, K&L Gates, on behalf
They would like to increase their purchase
price to $20 million. MR. FELTMAN: And Josh Feltman on behalf of JCI.
Likewise, increase to the JCI bid of $20 million. MR. POHL: I don't need a recess.
Do you need a recess? MR. GUZINA: Yes.
I assume you're going to accept this? MR. POHL: Okay. Yes, that's accepted. We're recessed.
(recess taken.)
million. MR. POHL: Okay. We're back on the record.
Again, to recap, it seems to be increasingly necessary, the last W headline number was 180; the current headline JCI/NEC number is 221.8, after all the adjustments. The delta is 31.6 million. The bid is
36.6 million to W. MR. GUZINA: America. We will increase our headline bid by 36.6 And we will not be the back-up bidder. I would like to point out that at this Bojan Guzina on behalf of Wanxiang
MR. FELTMAN:
moment I believe Siemens is the back-up bidder. MR. POHL: people here. MR. FELTMAN: MS. BRIGHTON: MR. POHL: I think Jo Ann and I would -We would request a recess. I said earlier, they're the smartest
Granted.
(recess taken.) MR. POHL: Okay. We're back on the record.
To recap where we left off last, W's headline number was 216.6; JCI and NEC's headline number was 221.8, which was, with all the deductions and additions and adjustments, a positive 5 for W, which means the bid is 10 to JCI/NEC.
MS. BRIGHTON: of NEC Corp. First of all, NEC and JCI want to thank everybody for their patience. reworking our internal deal. We've been working on And that's resulted in NEC Jo Ann Brighton, K&L Gates, on behalf
making a bid of $40 million in addition to what's on the table. MR. POHL: Do you have anything to add? You want more? That wasn't my question. He was
MS. BRIGHTON: MR. POHL: No.
looking at me, so I just -- I was being polite. MR. FELTMAN: MR. POHL: MR. GUZINA: MR. POHL: No, that's it.
We count that as $40 million. We request a recess. Granted.
(recess taken.) MR. POHL: the record. To recap, the last bid from W, headline number 216.6, after the JCI/NEC bid was 261.8, for a negative delta for W of 35. MR. GUZINA: America. We will increase our headline bid by 40 million Meaning a bid of 40 to W. Okay. I think we're ready to go back on
Bojan Guzina on behalf of Wanxiang
tomorrow. 256.6. to 256.6. And we're not the back-up bidder. Okay. I think we'd like -- I think we'll
MR. POHL:
take a brief recess. (recess taken.) MR. POHL: Okay. We're back on the record.
The prior bid by W was a headline number of We have been informed by JCI and NEC, as
everybody can see, that they have declined to bid further. With respect to the W bid, as we've talked about with counsel, and as I indicated, that is the highest bid as we stand right now. declined to bid further. We're going to adjourn the auction until noon The intention of that is to use the time, not And NEC and JCI have
all of the time, I hope, between now and then to complete the documentation, with the expectation that upon satisfactory documentation and after the Debtor consults with the Committee and consults with its Board, that we'll be at that time prepared to come back on the record. So that's that. It's also my understanding that Navitas would like to make a bid for the government business, which has not so far been purchased.
MR. McGUIRE: Navitas. Our bid is for the same government assets as in our previous APA. However, we'll modify the APA to Yes. This is Dan McGuire from
exclude any assets that are in the last W bid that was made on the record. In addition, we'll be adding all the equipment in Korea to be removed by Navitas at our expense. The Debtor will have the condition that if we're not able to reach agreements with W with respect to transition services and IP license, et cetera, it will obviously have no obligation to close. deal cannot impede the W transaction. So that our
Likewise, we will
have an out if they're unable to reach terms on those documents. And our purchase price on those assets will be 2.25 million. MR. POHL: Okay. Does anybody else wish to bid on
the government business? Okay. So, similarly, that is the highest,
best, and only bid for the government business. We will adjourn the auction to complete the documentation. And we'll see where we are tomorrow.
* * o O o * * (Whereupon, proceedings in the above-entitled cause were continued until 12:00 o'clock p.m. on Saturday, December 8th, 2012.) With that, I think we're done for tonight. on behalf of the Debtor, we thank everybody. And
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 61 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 _________________________________ Notary Public SUBSCRIBED AND SWORN to before me this _____ day of ________________, A.D., _______. _________________________ MARINA MOGILEVSKY, C.S.R. CSR No. 084-004103 311 South Wacker Drive Suite 300 Chicago, Illinois 60606 Phone: (312) 386-2000 MARINA MOGILEVSKY, being first duly sworn, deposes and says that she is a Certified Shorthand Reporter in Cook County, Illinois, and reporting proceedings in the Courts in said County; That she reported in shorthand and thereafter transcribed the foregoing proceedings; That the within and foregoing transcript is true, accurate and complete and contains all proceedings had upon the within cause. STATE OF ILLINOIS ) ) ss: COUNTY OF C O O K )
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 62 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 REPORT OF PROCEEDINGS at the bankruptcy auction of the above entitled case held on the 9th day of December, 2012, at 12:45 p.m. In Re: A123 SYSTEMS, INC., et al., Debtors. ) ) ) Chapter 11 ) No. 12-12859 ) IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 63 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 MR. MILLER: Good afternoon. Joe Miller from We're back on
Lazard on behalf of A123 Systems, Inc.
the record on Sunday, December 9th to close the auction of the assets and equity interests of the debtors and their non-debtor affiliates. Very early Saturday morning, we adjourned the auction with a successful bid from Wanxiang America Corp. with a purchase price of $256.6 million. In order to enable the debtors, in
consultation with the UCC and DOE, to finalize all documentation related to the successful bid, it's my pleasure to announce that the debtors and Wanxiang have agreed on documentation to the successful Wanxiang bid. The debtors also have determined that Navitas has submitted a successful bid for the remaining assets related to the government business in the amount of $2.25 million. Definitive
documentation relating to their bid will be finalized between now and the sale hearing. The debtors would like to thank all the bidders for their interest, participation, patience and conduct. With that, we're now closing the
auction of A123 Systems, Inc. and will see everyone
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 64 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 at the sale hearing on Tuesday, December 11th at 2:00 Eastern time in Wilmington, Delaware. and have a good afternoon. (Which were all the proceedings had or offered at hearing of said cause.) Thank you
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 65 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 CSR No. 84-002342 ____________________________ Certified Shorthand Reporter LYDIA B. PINKAWA, CSR, does hereby certify that she is a Certified Shorthand Reporter in the firm of Merrill Legal Solutions, doing business in the City of Chicago at 311 South Wacker Drive, Chicago, Illinois, that said firm reported in shorthand the proceedings had at the hearing aforesaid, and that the foregoing is a full, true and correct transcript of said shorthand notes so taken as aforesaid, and contains all the proceedings given at said hearing. STATE OF ILLINOIS ) ) ss. COUNTY OF C O O K )
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 1 A ability 9:9,13 25:7,8 able 11:14 59:10 above-entitled 1:15 20:18 31:12 42:15 60:5 absent 6:8 accept 55:21 acceptable 20:9 26:10 27:23 acceptance 10:8 accepted 27:15 34:15 36:18 50:19 55:22 account 12:14 14:15 accrued 14:15 accurate 22:11 41:14 61:11 acquire 15:16 acquiring 15:12 action 2:8 actual 7:4 acumen 51:4 add 17:17 18:5,12 24:5 36:5 51:5 57:8 adding 59:7 addition 14:4 15:21 53:12 57:6 59:7 additional 19:23 24:5 additions 56:22 additive 35:14 adjourn 12:22 13:5 58:14 59:22 adjourned 63:6 adjournment 37:9 adjusted 14:15 adjustment 46:14 adjustments 46:6 50:12 55:11 56:5,23 administered 1:7 4:23 42:7 administering 25:2 advice 29:20 advisor 2:20 advisors 3:15 4:8 AES 25:12,14,16,18 37:24 38:3,18,20 affiliates 4:22 15:8 63:5 aforesaid 65:10,12 afternoon 63:1 64:3 agree 24:14 40:8 43:7 46:15 48:22 agreed 7:6 16:17 19:16,20,23 20:1 27:14 28:4,18 54:6 63:13 agreeing 10:1 agreement 7:4 8:19,21 12:1,2 25:11,13,15 25:17 27:7,8,9 28:10 37:17 52:1 53:14,20 53:24 54:3,21 agreements 10:6 15:9 16:5,9 19:14,16,18 35:11 59:10 ahead 28:20 48:9 53:10 al 1:6 23:4 42:6 62:4 ALICIA 32:3 alicia.davis@lw.com 32:6 alter 46:20 Alvarez 2:19 amend 15:11 37:16 51:24 amended 16:10 amendment 16:1 19:14 America 3:14 8:12,17 37:2 43:5 46:10 56:8 57:23 63:8 amount 14:16 29:12 30:3 35:6,8,12,13 38:21 39:18 40:2 48:8 52:18 63:18 amounts 39:20 analyses 18:16 analysis 18:19 analyzing 51:12 Ann 13:14,23,24 15:16 17:5,7,8 24:8 37:15 45:2 47:1 49:9 51:22 55:13 56:15 57:1 announce 2:10 63:12 announced 5:4 34:15 announcement 5:23 30:3 34:16 announcements 34:3 anticipate 26:22 anybody 11:22 12:20 12:24 13:3 18:11 20:13 29:23 30:5 35:21 39:22 59:18 anybody's 11:8 APA 14:24 15:19 16:10,15 17:15,16 18:4 24:20 25:21 26:19 47:3,4 49:10 59:4,4 apart 6:15 APPEARANCES 32:1 appeared 32:8 applicable 7:11 application 45:11 applied 26:16 appropriate 6:22 approval 6:4 9:14 11:16 53:16 approvals 9:7 49:12 53:17 approved 5:12 6:17 Arbor 13:23,24 arising 10:5 ascribed 29:16 49:22 asking 6:24 aspects 16:22 asset 8:15,19,21 13:24 14:5 15:4 28:19,20 37:17 51:24 assets 4:20 6:7 15:11 15:17 28:15,16 51:6 51:6,13 59:3,5,16 63:4,17 assign 9:9 assigned 9:17 10:19 assignment 10:2 27:17 39:6 associated 38:4,22 assume 25:21 38:1,3,6 39:16 55:21 assumed 36:22 assume/assign 44:24 assumption 24:19 25:1,9,20 39:8 attached 16:10 attendees 5:3 attending 17:10 auction 1:11 2:4,23 4:20 5:1,10,16 6:8,10 7:22 15:24 17:11 18:21 23:9 24:2 31:12 36:14,16 41:15 42:11 51:4 53:16 58:14 59:22 62:9 63:4,7,24 Austin 3:13 8:11,16 43:4 authorities 49:13 authorized 2:24 auto 24:14 available 4:15 5:14 awardance 39:10 A.D 22:21 31:16 61:21 a.m 2:5 20:14,15,19 A123 1:6 14:4,10,12 14:15,17,24 15:12 16:5 23:4 24:2 25:12 25:14,16,18 31:5 42:6 62:4 63:2,24 B B 65:4 back 13:8 18:5 24:1 34:2 36:12 37:13 43:2 44:15 45:24 48:14 49:5 50:8,24 53:4 55:8 56:1,19 57:17 58:5,20 63:2 background 2:7 8:2
(312) 386-2000
Merrill Corporation - Chicago www.merrillcorp.com/law
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 2 back-up 5:19,24 7:13 43:7,14,20,21 44:1,4 45:4,11 46:15 48:22 50:15 52:17 56:10,12 58:1 Baker 2:16 Baldiga 4:6,6 20:4,4 20:12 47:13 52:21 banker 2:4 bankruptcy 1:1,12 4:24 5:12 6:9 17:19 23:1,8 31:4 42:1,12 62:1,8 base 13:16 based 28:10 49:15 basis 51:9 beginning 46:2 behalf 3:7,14 4:3 8:12 8:16 13:12 17:7,8,11 24:8 28:8 30:1 32:8 35:4 37:1,8,16 43:5 45:3 46:9 47:1 48:16 50:14 51:22 55:13,16 56:7 57:1,22 60:2 63:2 believe 5:18 13:8 24:4 28:23,24 37:13 43:2 44:8,16 45:14 46:1 46:24 48:17 56:12 benefit 39:9,11 best 6:3 26:20 59:21 better 12:16,18 29:11 34:16 35:20 43:9 bid 1:11 5:6 6:11,13 7:1,8,9,11,22 8:3,5,8 8:8,9,13 9:9 10:7,9 12:12,13,16,18,19,21 13:13,15,17 17:14 24:3,6,11,13,13 27:3 28:15 29:9,11,11,12 29:22 30:2,4,6,7 34:6 34:9,13,14,16,18,21 34:24 35:5,7,19,20 35:20,21,23 36:7,17 36:17,20,23,24 42:11 43:3,9,9,10,20,22 44:1,6,8,8,9,16,19 45:15,17 46:4,5,8 48:3,14 49:5,18 50:3 50:13 51:1,5,20 52:1 53:5,11 55:17 56:5,9 56:23 57:6,19,20,21 57:24 58:6,8,10,12 58:13,23 59:3,5,18 59:21 63:7,11,14,16 63:19 bidder 7:6,11,20,23 10:4 36:18 43:8,13 43:14,21 44:4 45:4 45:11 46:15 48:22 50:15 52:17 56:10,12 58:1 bidders 5:7,19,19,23 5:24 6:3 7:14,21 49:16 63:22 bidder's 43:22 bidding 5:11,13 6:13 bids 5:5,7 6:2,3,7,19 6:23 7:1,7,13 10:8 12:10 18:16 27:19 34:9 51:12 Bill 4:6 20:4 billed 4:18 binding 7:6,10,13 bit 11:5 Blackstone 4:8 blame 26:3 Board 5:18,22 58:19 Bob 2:20 Bojan 3:13 8:11,16 10:16 11:20 28:7 29:24 35:3 37:1 43:4 46:9 48:16 50:14 56:7 57:22 bottom 9:1 BOX 54:2,6 Brad 3:21 breach 12:3,5 break 48:10 50:5,6 break-up 6:15 12:1,14 brief 58:3 briefly 55:9 Brighton 17:8,8 24:8,8 37:15,15 38:9,12,20 39:7,12,21 44:11 45:7,9 46:23 47:1,15 47:21 49:7,9 51:22 51:22 55:13,13 56:16 57:1,1,9 Brown 4:6 business 7:14 13:22 16:22,22 19:21 24:14 24:15 41:8 47:11,16 58:23 59:19,21 63:17 65:6 businesses 15:18 butcher 28:17 certify 65:4 cetera 19:11 59:11 CFIUS 9:6,7,14 11:16 43:23 45:5 53:23 54:3,6 chance 45:7 change 13:17 18:1,7 35:23 36:7 37:17,19 38:10 47:9,10,17 changes 7:2 8:14,18 8:20 12:10 17:16 changing 8:22 Chapter 1:5 5:24 23:4 42:5 62:4 Chicago 1:14 22:16 31:13 32:5 41:8 42:14 61:16 65:7,8 chief 3:23 C China 14:4,5,10,17 C 22:2 31:2 41:3 61:2 16:19 65:2 Chinese 14:14,17 15:2 calculations 12:9 15:3,9 16:16,22 call 54:12 choose 3:1 39:15 cap 9:3 37:20,21 38:14 circulated 26:5 Carnegie 3:16 circumstance 35:15 Caroline 32:4 39:13 circumstances 11:11 Caruso 2:20 54:14 case 1:6,15 4:23 23:9 City 31:13 41:8 65:7 42:6,15 62:9 claim 9:23 cases 4:22 6:1 claims 10:5 11:23,24 cash 34:22 44:20 47:3 12:2,4 15:7 47:23,24 51:20 52:22 clarification 8:4 10:12 53:6,8,8 11:6,9,21 18:24 24:5 cash-burn 16:19 26:24 28:3 35:10 cause 20:18 22:12 51:14 31:12 60:5 61:12 clarifications 24:10,18 64:5 24:20 25:23 26:2 CEC 3:22 5:9 35:4 cell 24:15 clarifification 39:24 cents 53:7 clarify 10:10,17 17:10 CEO 2:13 25:5 38:17 40:1 certain 24:21 28:16 cleaning 37:22 certainly 12:22 clean-up 47:4 Certified 22:5 41:7 clear 15:15 27:1,3,11 61:5 65:5,17 28:1,14 29:2,15
(312) 386-2000
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 3 34:10,11 36:19 38:6 46:4 48:5 clearing 24:23 clock 34:17 40:11 44:13 46:21 close 6:8 9:6,10,13 11:7,15 27:6 59:12 63:3 closing 7:15 9:5,15,17 10:1,19,21,24 11:15 14:23 15:13 17:23 18:8 25:8 27:4,13 28:21 44:1 49:23 53:18 63:23 coder 51:7 collar 16:17 24:16 colleagues 4:7 17:4 Collins 2:17 combined 48:7 come 49:19 54:3 58:20 coming 18:15 commencing 31:15 comments 18:9 commercial 15:18 28:5 commercially 16:16 26:19 committee 4:5 5:20 6:21 7:24 20:4 24:21 29:21 44:7 45:15 46:18 49:22 58:19 Committee's 4:8 companies 15:8 company 2:11,13 3:9 5:17 13:19 14:11,12 14:23 16:1 51:8 Company's 2:3,15,17 2:19 compared 44:4 50:11 comparing 12:10 compensation 6:15 complete 22:11 41:14 58:17 59:22 61:11 concerning 24:22 concerns 27:21 concluded 12:16,17 conclusion 5:16 7:21 condition 9:17 10:2,19 10:20,23 15:14,24 16:2,5 17:22 18:2 19:5,6,12,15,24 20:6 20:10 27:11,18 49:12 49:17,23 50:18 59:9 conditional 9:22 conditionality 15:20 19:23 27:2 conditions 9:5,15 11:10,11,15 14:7,8 27:18 53:16,17 conduct 5:10 63:23 conducting 2:4 ConEd 25:20 conferring 5:22 confidence 26:14 confirm 5:5 confirmed 28:9 connection 13:13 14:23 28:15 consent 7:23 15:14,21 19:7 27:16 29:21 46:19 consequence 26:13 conservative 36:5 consider 12:22 30:6 considered 6:19 consistent 7:19 12:11 15:18 16:11 consortium 27:22,23 constitute 7:10 consult 7:20 consultation 5:20 6:21 7:24 44:7 45:14 63:10 consulted 49:21 consults 58:19,19 contact 4:17 contains 22:11 61:11 65:12 contingency 9:6 contingent 10:7 continue 15:5 continued 20:18 60:5 continuing 28:12 contract 14:3 24:19 25:20,23 27:1 40:3,6 44:22,23,23,24 contracts 9:16 10:18 11:23 25:1,2,7,9,11 36:22 37:6,24 38:3,5 38:6,19,20,21,23 39:3,5,16 contractual 7:5 37:23 contrary 6:9 Controls 3:5,7,8 5:8 8:8 12:20 13:13,14 26:8 27:4 convened 5:1 convert 14:18 Cook 22:6 31:14 41:8 41:16 61:6 copies 5:13 Corp 55:14 57:2 63:8 Corporation 3:14,19 8:12,17 24:9 37:2,16 correct 11:3 28:7 29:6 39:7,21 48:18 53:12 54:16,18,20 65:11 cost 9:3 25:2 29:4 37:3 46:13 costs 36:1,2 40:5 45:1 counsel 2:16,18 28:9 58:11 count 57:13 County 22:2,6,7 31:2 31:14 41:3,8,10,16 61:2,6,7 65:2 couple 2:7 14:6 18:23 26:1 34:3 course 34:8,19 court 1:1 4:15,17,18 4:24 5:12 6:9,17 23:1 31:3 42:1 43:14 62:1 Courts 22:7 41:10 61:7 covenant 26:19 28:5,9 co-counsel 17:12 CPM 13:24 credit 12:1 46:17 48:23 creditors 29:21 Creditor's 4:5 5:20 CSR 22:15 31:15 61:15 65:4,19 cure 9:3 36:1,2 37:3 39:5,18,20 40:1,5 44:21 45:1 46:13 current 8:8 12:13 34:8 36:2,21,24 37:5 50:9 50:12 55:11 56:4 currently 6:4 37:20 38:12 customer 14:3 C.S.R 22:14 41:5,20 61:14 D D 31:15 41:5,20 damages 12:5 39:10 39:12 Dan 4:2 59:1 date 18:8 25:6 dated 25:12,13,15,17 Dave 2:13 David 54:10 Davis 17:11 32:3 day 1:14 7:14 22:20 23:10 31:16 41:16 42:14 61:20 62:10 days 7:15 43:22 47:11 47:16 deadline 5:6 deal 13:19,20 14:4,5,6 15:4 16:23,24 26:14 57:5 59:13 debtor 15:9 24:21 26:13 27:7 32:8 34:2 35:17 36:3 47:12 58:18 59:9 60:2 debtors 1:7 2:11 4:21
(312) 386-2000
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 4 4:22 5:5,10,17,22 6:12 7:23 8:7 9:3 10:6,7,10 11:14 13:2 18:15 19:19 23:5 25:10,22 34:15,19 36:8 39:5 42:7 43:21 43:24 44:7 52:2 62:5 63:5,9,12,15,21 debtor's 39:17 December 1:14 6:5 20:19 23:10 31:16 41:17 42:14 60:6 62:10 63:3 64:1 decision 3:9 declined 58:8,13 decrease 52:15 deduct 43:19 deductible 47:6 deductions 56:22 deemed 7:5 29:10 36:17 default 39:4 defer 45:2 Definitive 63:18 degradation 44:5 Delaware 1:2 2:18 4:24 17:13 23:1 42:2 62:1 64:2 delete 17:22 delivered 47:11,15 delta 48:6 50:1,12 55:11 56:5 57:21 Department 4:9,10 5:21 7:24 9:18 28:12 deposes 22:5 41:6 61:5 deposit 9:12 11:6,12 11:13 47:11,15 50:1 deposits 35:11 describe 54:2 described 54:1 designate 2:24 desire 4:19 6:24 desk 5:14 detail 12:8 determine 25:1,8 determined 25:4,5 63:15 development 49:13 dialogue 29:13 differential 29:16 44:4 46:7 differently 26:6 difficult 26:23 directionally 54:13 Directors 5:18 discharged 15:10 discretion 6:20 43:17 discussed 8:5 10:11 discussing 18:20 discussions 9:18 49:15 District 1:2 4:24 23:1 31:3,3 42:2 62:1 DIVISION 31:4 docket 5:24 document 26:21 documentation 7:3,4 36:19 53:15 54:24 58:17,18 59:23 63:11 63:13,19 documents 59:15 DOE 9:16,22 10:17 16:2,4 20:5,9 26:4,12 28:10 29:14,18 63:10 doing 41:7 48:1 54:23 65:6 dollar 35:6 39:11,11 53:8 dollars 34:7 35:1,7,9 35:13,24 36:22,23 37:18,22 38:15 40:9 53:10 double 46:16 Drive 1:13 22:15 31:13 32:4 42:13 61:15 65:7 drop 18:3 49:12 50:17 dropped 16:2 dropping 49:16 dual 27:3 duly 22:4 41:6 61:4 estimated 29:7 36:2 38:21 39:19 E et 1:6 19:11 23:4 42:6 earlier 7:14 37:23 59:11 62:4 40:4 56:13 evaluate 34:22 early 24:11 27:6 63:6 evalulate 34:20 Eastern 64:2 evening 10:11 24:11 economic 49:13 event 26:9 economically 47:9 everybody 2:1 18:17 editorialize 14:8 51:13 19:24 36:9 45:22 effect 16:1 43:15 53:8 48:13 57:4 58:8 60:2 effective 17:20 everybody's 53:15 effectively 13:19 16:18 exact 9:19 19:11,17 20:1 44:24 exactly 54:1 effectuate 44:1 excess 36:5 efforts 26:20 28:6 exclude 15:12 59:5 either 9:13 11:16 45:4 excluded 13:20 15:4,5 ejection 39:10,12 excuse 54:19 element 51:3 excused 54:15 elements 15:21 execute 27:7 eliminate 53:20 executed 16:1 elimination 49:23 executives 3:15 employee 15:24 18:1 existing 14:14 15:19 employees 18:3,3 17:15 enable 63:9 expanded 16:21 ends 36:16 expect 18:20 26:16 Energy 8:1 9:19 25:16 27:20 28:12 expectation 58:17 entered 7:16 9:21 expense 6:16 8:24 entertain 6:7 12:15 59:8 entire 16:18 expirate 28:20 entitled 23:9 62:9 expiring 28:18 entity 14:4,10,14,17 explicit 34:5 15:3,9 16:16 exposure 24:17 entry 7:12 17:21 express 7:23 equal 34:9 extent 27:16 equipment 13:23 14:1 F 14:2 25:11,13,15 26:10 59:7 face 14:16 equity 4:20 14:6,10 facility 13:24 14:1 15:12 16:23 63:4 factors 18:20 error 27:1 fail 11:15 27:16 ES 25:12,18 fails 11:7 estate 9:13 29:8,14,16 failure 11:10 26:9 39:9,11,17 faith 28:5 Dwyer 3:18,18
(312) 386-2000
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 5 falls 15:14 far 58:24 fault 26:12 favor 44:3 Federal 1:12 17:19 42:12 fee 6:16 12:5,14 fees 9:1 12:1 Feltman 3:6,6 8:4 10:12,22 11:2,4,18 12:6,16,20 13:10,12 17:2 18:13 19:8,17 20:8 26:1,4 28:14,24 29:2,7 35:22,22 37:8 37:8 40:3 43:10,13 43:19 44:17 45:12 47:23 49:1,3,11 50:20 51:2,2,17,19 52:18 54:13,17 55:4 55:16,16 56:11,15 57:12 fewer 18:2 file 5:23 filing 16:3 finalize 36:19 63:10 finalized 63:19 finally 15:7 16:7,8,13 financial 2:19 3:23 4:8 fine 13:2 30:5 37:11 44:12 54:5 Finger 2:17 firm 65:6,8 first 10:23 13:12 14:10 16:9 22:4 34:4 35:24 36:6,12 37:4 40:4 41:6 46:23 48:6 49:8 57:3 61:4 five 34:7 35:1,9 fixed 38:7,24 flat 40:10,11 floor 1:14 31:13 42:14 47:21 folks 54:8 followed 7:3 8:20 following 5:7 24:10 follows 14:9 17:16 24:20 44:19 foregoing 22:9,10 41:12,13 61:9,10 65:10 forfeiture 11:12,13 form 14:19 15:10 20:1 formal 6:23 26:18 formerly 47:6 forms 16:10 19:18 forth 6:11,13 7:8 26:22 34:18 49:14 Forty-five 37:10 forward 13:15 18:21 29:19,22 34:7,17 four 25:9 37:24 frankly 26:3 freeze 47:6,8 Friday 20:15,19 friends 45:3 full 2:14 65:10 fully 27:9 fund 24:14 25:2 53:21 53:24 funded 13:16 16:19 funding 24:13 54:17 54:20 funds 16:4 further 6:8 13:5 20:5 24:18 26:5,24 29:20 58:9,13 future 16:4 20:10 57:17 goes 52:20,23 going 2:9 14:5 15:11 15:15 17:3,4,6,6 19:15 20:14 25:3 26:11,15 30:7 34:7 34:12,13,24 40:7 44:18,20 45:4 46:20 46:23 48:10 49:7,11 50:20 52:14,15 53:9 54:23,23 55:21 58:14 good 28:5 45:3 63:1 64:3 governing 6:10 government 9:23 13:22 58:23 59:3,19 59:21 63:17 grand 29:5 grant 9:22 10:20 20:6 50:18 granted 49:2 50:6,22 56:17 57:15 grants 9:16 10:17 great 20:12 26:14 27:5 grid 24:15 grievances 20:11 gross 52:10,11,14,21 guess 16:7 guys 43:15 Guzina 3:13,13 8:10 8:11,16 10:16,16 11:13 12:4 28:7,8 29:24,24 30:8 35:3,3 37:1,1,10 39:4,8 40:10,13 43:4,4 45:18 46:9,9 48:10 48:16,16,20 49:19 50:5,14,14 52:6,14 52:20,23 55:20 56:7 56:7 57:14,22,22 headline 46:2,11 48:5 48:7,20 49:24 50:10 50:16 55:9,10 56:3,4 56:9,20,21 57:19,24 58:6 heard 29:23 47:23 hearing 1:15 6:4 13:5 42:15 63:20 64:1,5 65:9,13 held 1:13 23:9 42:13 62:9 Hello 2:1 help 28:22 helpful 51:12 higher 12:13,18 29:10 30:3 34:16 35:20 43:9 45:16 highest 6:3 36:17,18 58:12 59:20 highly 51:4 holdback 52:16,19 holding 14:11,12,23 Hong 15:13 hope 58:16 hopefully 37:9 Hopkinton 14:2 horse 8:5,9 housekeeping 17:9 HQ 17:24 19:7,10 27:15 Hudson 3:16 hundred 35:8,9 Hydro-Quebec 27:15 27:22 I Illinois 1:14 22:1,6,16 31:1,3,14 32:5 41:1,9 41:16 42:14 61:1,6 61:16 65:1,8 immediately 17:21 impact 52:13 impactful 47:9 impede 59:13 implicit 34:4
G garble 53:13 Gates 3:18 24:9 37:15 47:1 49:9 51:22 55:13 57:1 Gener 25:14 Genereux 4:7 generic 19:19 H generically 13:18 give 13:10 26:18 46:16 half 35:13 given 47:16 65:12 hand 47:21 go 13:21 16:4 29:22 hang 36:10
(312) 386-2000
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 6 import 51:19,19 importantly 35:6 impose 6:21 include 11:24 28:16 52:12 includes 10:19 12:14 including 51:7 inclusive 53:9 incorporate 28:4,8 increase 34:24 37:18 43:5 46:11,12 47:2,7 48:20 50:16 51:20 52:1,14,21 55:14,17 56:9 57:24 increased 34:6 35:7 increasing 29:21 49:10 51:15 53:6 increasingly 56:2 increment 29:12 34:7 37:3 48:4,17 incrementally 26:9 increments 6:13,14 29:22 30:3 34:9,24 46:21 indemnity 15:6 37:19 37:22 38:11,13,15 47:5,8,19 52:16,18 53:7 independent 51:9 indicate 7:1 34:23 indicated 8:13 37:24 50:10 58:11 indicating 7:2 information 4:17 informed 58:7 infrastructure 13:23 inside 43:23 institution 2:10 institutions 4:12 instructions 6:8 intent 16:12 intention 6:2 58:15 intents 51:10 inter 16:14 intercompany 14:18 16:14 interest 14:16 15:12 63:22 interested 12:21 interests 4:21 63:4 internal 57:5 introduce 3:2 introduced 4:13 investment 2:4 IP 16:9 19:5,14,15,18 27:1,2,7 59:11 irrevocable 7:10,13 issue 26:15 27:24 45:6 52:12 issues 24:22,23 item 7:17 items 47:4 I-N-D-E-X 33:1 lawyers 54:3 Layton 2:17 Lazard 2:3,14 63:2 lease 13:23 14:2 28:18 28:21 led 2:12,14,16,20 left 24:3 46:2 52:10 53:5 56:20 Legal 65:6 letter 16:11 Let's 50:5 liabilities 15:3,4,6 liability 39:9 license 16:9 27:2,7,8 27:17 41:21 59:11 K Likewise 55:17 59:13 K 22:2 31:2 37:15 41:3 limit 6:18 61:2 65:2 limited 53:17 keep 54:23 limits 6:21 34:13 J key 18:2 line 9:1 13:24 46:3 Jan 2:16 KJC 1:6 4:23 42:6 51:7 January 9:7,10,14 know 12:24 19:24 Lipton 3:7 35:23 11:7,17 24:16 25:14 Kong 15:13 liquidated 38:7,24 53:21 Korea 14:1 28:16 51:7 LiShen 14:3 JC 35:20,23,24 52:12 59:8 list 9:16 10:18 25:21 JCI 12:9,13,19 13:9 Korean 15:17 litigation 10:5 11:23 13:17,17 14:13 15:11 K&L 3:18 24:9 47:1 little 11:5 15:20 16:2,10,12,15 49:9 51:22 55:13 LLC 25:13,16,18 16:15 19:9,22 24:4 57:1 located 28:16 24:12 27:10 29:10 long 34:20,22 L 37:8 44:5,9 47:24 longer 19:12 45:3 L 37:15 48:7,8 49:11 51:19 54:22 53:11 55:16,17 56:21 lab 14:1 look 17:4 label 54:11,12 57:3 58:7,12 looking 46:18 55:3 laid 12:11 15:18 17:15 JCI/NEC 46:4 49:6 57:11 language 9:19 17:17 50:2,10 51:1 55:10 loss 16:19 20:7,7,8 26:4,5,8 56:4,24 57:20 loud 10:22 27:15,23 28:10 53:15 lower 35:2 JCI/NEC's 52:11 53:19,24 54:9,12,21 LYDIA 65:4 Jo 13:14 15:16 17:5,7 54:24 17:8 24:8 37:15 45:2 latest 28:11 M 47:1 49:9 51:22 Latham 1:13 2:15 main 5:14 55:13 56:15 57:1 19:3,10 32:2 42:13 maintain 34:8 Joe 38:8 63:1 Laura 17:11 maintained 5:24 Johnson 3:5,7,8 5:8 law 15:2 makers 3:9 8:8 12:20 13:13,14 26:8 27:4 joint 7:22 10:2 13:13 jointly 1:7 4:22 42:7 Jones 17:11,12 Josh 3:6 17:14 19:1,5 26:3 44:17,18 46:23 47:22 49:7 51:2 55:3 55:16 Joshua 35:22 37:8 July 25:17 juncture 6:19,22 12:18 Justice 4:9,10 5:21 J.P 3:8 Merrill Corporation - Chicago www.merrillcorp.com/law
(312) 386-2000
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 7 making 8:14,18 57:6 management 2:12 March 18:8 MARINA 22:4,14 61:4,14 Mark 2:16 Marsal 2:19 Massachusetts 3:22 5:8 Materials 14:5,18 math 48:1 matter 17:9 26:15 maximum 24:17 McGuire 4:2,2 59:1,1 mean 18:17 38:17 Meaning 57:21 means 49:24 50:13 56:23 mechanical 27:12 meets 48:3 members 2:12 Merrill 65:6 Michigan 10:24 49:13 50:18 microphone 45:23 Mike 4:7 Miller 18:23 19:3,3,13 20:3 24:7 29:1,6 38:8,8,10,16 40:1 63:1,1 million 8:23,23,24 9:4 9:12 11:6,12 12:13 13:16 14:18 16:24 17:2,15 29:23 34:7 35:1,7,8,12,13,24 36:3,6,6,22,23 37:4,7 37:18,22 38:15 40:4 40:9 44:9,9,20,21 45:16 46:4,7,7,12,12 46:14,19 47:3 48:9 48:18,21 49:10,17,18 49:19 50:1,3,13,13 50:17,19 51:21 52:1 52:15,16,20,24 53:10 55:15,17 56:5,6,10 57:6,13,24 59:17 63:9,18 mind 47:20 minute 34:17 36:9 minutes 34:14 37:10 46:21,21 missing 17:3 misstated 10:11 misunderstanding 26:2 36:15 MIT 27:16 Moats 3:21,21 modifications 30:2 modified 6:11 53:22 modify 9:5 38:2 43:17 43:21 59:4 MOGILEVSKY 22:4 22:14 61:4,14 moment 13:15 56:12 momentarily 15:16 monetary 39:4 money 39:1 month 16:24 Morgan 3:8 morning 2:5 20:15,15 24:12,13 26:6 63:6 mouth 11:8 move 13:1 46:20 58:7,12 necessary 26:20 27:12 56:3 NEC's 56:21 need 27:6 34:20 48:4 49:1 50:3,20 53:1,22 54:3 55:18,19 negative 57:20 negotiated 19:18 net 53:8 neutral 51:16,17 never 44:2 47:20 new 14:11,23 35:5,8 night 24:3 26:4,7 28:15 47:5 54:22 NIST 10:20 non-debtor 4:21 63:5 noon 58:14 NORTHERN 31:3 Notary 22:24 31:15 41:5 61:24 note 14:14,19,20 19:18 noted 40:4 notes 14:22 15:1 65:11 notice 13:6 29:20 notwithstanding 17:18 novation 9:22 16:3 20:10 26:9,16,21 November 5:13 NPD 51:7 number 9:1 29:9,13 29:19 34:9 46:11 48:7,21 50:1,16 52:10,11,15 53:14 55:10,10 56:3,4,21 56:21 57:19 58:6 numbers 46:2,3 48:6 50:10 objection 27:22 45:10 obligated 39:1 53:24 obligation 16:15 38:22 39:2 53:21 59:12 obligations 12:15 38:4 38:5 39:15 observing 16:8 obviously 59:12 offer 7:10 offered 49:21 64:5 officer 3:24 officially 36:17 Oh 7:17 okay 2:1 4:14 12:6,20 13:11,12 18:22 19:7 19:13 20:14 28:2 29:8 38:16 40:8,14 43:1,17 44:15 45:22 45:24 47:21 48:3,13 48:20,24 49:15 50:8 50:14,19,24 52:2 53:1,4 54:5 55:8,23 56:1,19 57:17 58:2,5 59:18,20 OKLOBDZIJA 29:4 one's 4:4 ongoing 38:5 39:15 open 43:22 openly 6:23 operations 24:14,15 option 38:1,2 order 3:4 7:12,15 9:20 9:21 17:18,20 20:7,8 43:15,23 53:23,23 54:6 63:9 organization 2:23 3:2 outside 2:15 18:7 overbid 48:18 owing 16:4 o'clock 20:19 31:16 60:6 P Pachulski 17:12 Parallel 24:12
N name 19:2 named 18:3 narrowing 54:14,19 nature 12:3 27:3 Navitas 4:1,3 5:9 58:22 59:2,8 63:16 NEC 3:17,19 5:8 13:14,17 15:15,16 16:12 17:7,8,11,14 19:8,16,22 24:4,4,8 O 24:24 27:3,9 29:10 37:16 39:16,19 44:10 o 1:18,18,18 21:1,1,1 22:2,2 31:2,2 41:3,3 44:12 45:3 47:1,2,23 42:18,18,18 60:9,9,9 48:7,9 49:9 51:23,24 61:2,2 65:2,2 53:11 55:14 57:2,3,5
(312) 386-2000
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 8 parent 14:19 part 9:19 16:23 47:14 partial 13:19 participating 2:23 participation 63:22 particular 3:4 parties 6:24 24:7 29:17 34:10 party 4:16 9:10,10 pathology 45:5 patience 57:4 63:22 PAUL 32:3 pay 26:9 28:19,19 29:3 29:4 37:4 39:2 45:1 51:11 payable 14:19 payment 14:21 38:7 38:24 penalties 11:24 12:4 pending 27:12 people 2:9 56:14 percent 18:2 37:21 38:13 47:6 performance 18:6 period 24:24 25:3 27:8 43:23,24 permitted 7:20 person 2:22 Phone 22:17 61:17 pick 35:24 36:6 pilot 13:24 PINKAWA 65:4 placed 44:2 placing 44:5 play 55:1 please 19:2 pleased 18:19 pleasure 63:12 plus 48:17 55:1 Pohl 2:1,3 3:11,17,20 3:22 4:1,4,9,12 8:6 10:14 11:1,3 12:7,7 12:17 13:2,8,11 17:1 18:11,22 20:13 24:1 24:1 25:24 28:2,23 29:8 30:5,9 34:1,2 35:19 36:8,12 37:5 37:11,13 38:17 39:22 40:8,11,14 43:1,9,12 43:17,20 44:12,15 45:8,10,13,19,22 46:16 47:19 48:3,11 48:13,19,23 49:2,5 49:15,20 50:6,8,19 50:22,24 51:14,18 52:2,5,8 53:1,4 54:5 54:11,16,18 55:6,8 55:18,22 56:1,13,17 56:19 57:8,10,13,15 57:17 58:2,5 59:18 point 7:19 9:2 12:21 19:13,20 25:19 29:19 53:18,19 54:14 56:11 points 18:23 polite 57:11 portion 47:24 51:20 52:22 position 29:17 44:3,6 positive 56:23 possibility 43:24 post 25:8 pouch 13:24 powder 16:15,21 practical 26:15 precedent 11:15 16:6 17:23 prepared 12:21 17:14 35:5 58:20 prepayment 11:24 12:4 present 6:2 president 2:13 previous 49:15 59:4 previously 5:12 6:17 7:3 8:9,14,18 12:8,11 18:4 pre-petition 10:5 11:23 15:8 price 8:22 13:16 37:18 37:21 38:14,14 43:6 47:2,7,7 49:10 55:15 59:16 63:8 primarily 15:17 primary 2:15 prior 5:6 7:21,23 28:21 29:11 44:3 53:11 58:6 probably 27:19 problem 27:21 55:6 Procedure 1:12 42:12 procedures 5:11,13 6:11,14 7:8 17:19 43:11,18,20 44:8 proceedings 1:11 20:17 22:7,9,12 23:8 31:11 33:3 41:9,12 41:15 42:11 60:4 61:7,9,12 62:8 64:4 65:9,12 proceeds 9:23 18:21 process 6:10 7:19 26:17 34:3 professional 9:1 25:17 project 24:22 promise 34:21 properly 15:1 proposal 19:9 proposed 20:9 25:10 25:21 27:23 provide 9:6,12 14:24 provides 4:16 37:20 38:12 provision 37:20 provisions 6:16 17:18 53:20 Public 22:24 31:15 41:6 61:24 purchase 8:15,19,21 8:22 12:2 16:15 25:11,13,15 37:17,18 37:21 38:13,14 43:6 47:2,7,7 49:10 51:24 55:14 59:16 63:8 purchased 58:24 purchases 16:20 purchasing 51:6 purpose 15:23 purposes 2:24 15:6 51:10 pursuant 1:12 16:11 26:17 42:12 put 24:3,11 53:9 putting 11:8 13:15 54:11 p.m 2:6 6:6 23:10 31:16 60:6 62:10 Q Quadruple 48:23 qualified 5:5,7,7 7:9 7:20,21,22 question 10:23 11:5 20:5 36:4 38:8 57:10 quick 37:9 Quickly 26:1 R raise 38:14 44:19 raised 24:21 Ramirez 3:23,23 rate 16:17 reach 59:10,14 reached 16:12 35:17 read 8:19 35:18 ready 2:1 34:1 45:23 57:17 real 27:10 35:15 really 26:24 47:9 reason 11:7 45:13 reasonable 16:16 26:19 recap 46:1 55:9 56:2 56:20 57:19 receive 14:21 received 5:6,6 9:21 reception 5:14 recess 13:1,7 20:14 30:6,8,9 34:20 36:9 36:11 37:12 40:13 44:11,12,13,14 45:18
(312) 386-2000
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 9 45:20,21 48:11,12 49:1,2,4 50:7,23 52:3 52:4 53:1,3 55:5,7,18 55:19,24 56:16,18 57:14,16 58:3,4 recessed 55:23 recited 28:14 Reckler 10:15 32:4 39:13,13,23 recommendation 5:17 reconvening 24:2 record 1:11 2:9 3:1,2 5:2,4 6:12,18,19,24 7:1,7,9 8:7,14,20 10:16 13:1,4,8,21 15:22,23 16:13 17:10 18:12,18,24 19:6,8 19:15 24:2,4,10,11 26:16 29:14,15,20,24 30:2 34:2,6 35:3,10 35:18 36:12 37:13,23 39:14 40:14 41:14 42:11 43:2 44:15,18 45:24 48:14 49:5 50:8,9,24 51:2 52:5,6 52:9 53:4,10 55:8 56:1,19 57:18 58:5 58:21 59:6 63:3 reducing 53:6 referral 17:24 reflect 37:17 reflects 19:21 refresh 52:10 Regarding 26:4 registered 14:19,20,22 15:1 regulatory 53:16,17 reimbursement 6:16 8:24 12:15 46:13 reject 25:7 38:1,3 rejected 25:10,22 rejection 24:19 25:1,9 related 15:14,17 17:23 49:12 63:11,17 relatedly 15:13 relating 63:19 relevant 51:4 remain 27:17,18 43:6 43:22 remainder 51:6 remaining 63:17 remains 9:2 remedy 18:6 remind 48:4 removal 28:19 remove 25:19 removed 10:18 25:7 59:8 removing 8:24 9:16 44:6 repeat 36:13 47:13 Report 23:8 31:11 33:3 62:8 reported 22:8 41:9,11 61:8 65:8 reporter 4:15,17,18 19:2 22:6 41:7 61:6 65:5,17 reporting 22:7 61:7 representation 14:24 representative 2:24 representatives 19:10 19:19 represented 24:12 representing 3:8,19 represents 19:22 request 30:6,8 37:9 44:11 55:5 56:16 57:14 requested 26:17 44:12 requests 4:16 26:21 require 18:2 26:8 43:20 required 18:4 43:13 requirement 17:22 45:15 reserve 6:20 16:3 30:1 34:19 35:1 reserves 18:17 resolution 28:6,13 respect 15:20 24:19 29:14,17 30:2 36:20 37:3 38:18 58:10 59:10 responding 26:21 response 29:13 responsible 38:4 39:16 39:19 restate 52:6 result 20:2 44:22 resulted 57:5 retain 25:8 review 26:5 revising 8:13 revision 8:21 revisions 28:11 reworking 57:5 Richards 2:17 Rick 19:3 right 6:20 14:21 16:4 20:3 24:23 27:20 34:19 35:2 47:16 48:2,19 52:9 54:2,7 58:12 rights 18:17 30:1 risk 18:20 Roberto 3:23 Rocks 31:15 41:5,20 room 3:15 54:8 round 28:11 Rudnick 4:7 rules 1:12 6:10 17:19 42:12 Ryan 3:18 S S 31:12 32:4 SA 25:14 SAIC 10:2 15:14,21 sale 6:4 7:12,15,15 9:20,21,24 17:20 20:6,7,7,8 43:22 63:20 64:1 satisfactory 58:18 satisfies 44:8 45:15 satisfy 11:14 Saturday 60:6 63:6 saying 13:18 says 22:5 41:6 61:5 scenario 36:5 schedule 17:24 36:21 37:5 scheduled 6:5 second 11:5 13:10 27:13 34:12 47:10 48:4 Section 17:17,23 18:1 18:5,7 securities 12:2 security 35:11 see 4:14 11:21 58:8 59:23 63:24 seek 16:4 28:6 senior 2:12 3:9,15 sense 3:3 sent 54:10 separate 6:15 25:20 27:4 51:10,21 52:12 September 25:12,15 series 12:9 service 38:20 39:2 services 25:17 59:11 set 6:10,13 7:8 34:13 seven 47:11,15,18 seven-and-a-half 44:21 share 9:3 SHEMANSKI 55:3 shorten 24:24 25:4 shorthand 22:6,8 41:7 41:11 61:6,8 65:5,9 65:11,17 side 2:11 26:2 49:11 Sidley 3:13 8:11,16 43:4 Siemens 3:20,21 5:8 56:12 signed 19:9 significant 54:19 similarly 59:20
(312) 386-2000
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 10 simple 47:23 simply 19:17 39:8 situation 12:23 six 35:8 smartest 56:13 Solutions 65:6 sorry 11:20 18:23 47:13 52:18 55:12 South 1:13 22:15 42:13 61:15 65:7 so-called 53:23 speak 10:13 13:3,14 13:18 37:14 45:7,8 46:23 49:7 speaking 3:1 13:12 specific 18:6 25:9 27:21 specifically 18:3 24:24 split 13:16 ss 22:1 31:1 41:2 61:1 65:1 stalking 8:5,9 stand 11:19 58:12 standard 54:7 standards 54:19 stand-alone 12:19 Stang 17:12 start 3:4,5 8:15 34:1 44:13 45:23 51:3 started 34:4 36:14 starting 46:22 starts 40:11 state 8:7 13:21 15:22 16:13 17:10 18:14,18 19:2,6 22:1 31:1,14 41:1,9,16 49:12 55:1 61:1 65:1 stated 17:14 statement 18:13 states 1:1 4:11 17:18 23:1 31:3 42:1 62:1 stay 36:18 50:9 stayed 17:20 step 27:12 Storage 25:16 strategic 3:15 Strawn 4:2 structure 15:5 subject 8:4 14:6,8 16:17 53:14,24 54:21 submission 7:12 submit 7:22 submitted 7:3,9,11 8:9 8:15,19 16:3 63:16 SUBSCRIBED 22:20 61:20 successful 5:19,23 6:3 10:4 63:7,11,13,16 suffer 45:5 suggest 36:9 Suite 22:16 32:5 61:16 sum 38:7 39:1 49:24 Sunday 63:3 supplanted 20:2 sure 10:14 16:18 19:3 38:9 40:3 46:3 48:3 sworn 22:5,20 41:6 61:5,20 Systems 1:6 15:12 23:4 24:2 31:5 42:6 62:4 63:2,24 T table 27:20 29:10 57:7 tailor 19:21 tailored 19:20 take 26:3 34:20,22 36:8 40:4,13 44:21 45:18 46:13 50:5 52:3 53:1 58:3 taken 1:11 13:7 42:11 44:14 45:21 48:12 49:4 50:7,23 52:4 53:3 55:7,24 56:18 57:16 58:4 65:11 takes 48:21 talked 58:10 talking 39:14 target 16:24 team 2:14 teams 19:9 ten 24:17 36:22,23 40:10,11 termination 12:5 terms 7:5 27:8 37:23 43:6 51:5 59:14 terribly 18:19 thank 3:11 4:14 8:10 11:4 12:6 13:6 20:3 20:12 25:24 28:1,2 38:16 45:12 49:3 53:1 57:3 60:2 63:21 64:2 Thanks 26:1 thing 27:14 things 2:7 12:3 13:20 18:18 29:9 53:9,13 think 6:22 10:15 13:15 14:7 16:13 18:22 27:19 28:2,3,16 34:1 36:3,13,23 39:23 40:8 43:1,14,15 45:4 45:23 48:13,24 49:1 50:8,20 51:9,11 52:2 54:2,9 56:15 57:17 58:2,2 60:1 third 9:10 27:14 31:13 thirty 35:8 thousand 35:9 three 29:9,19 36:9 47:16 Thursday 2:5 tied 9:13 10:2,8 Tim 2:3 12:7 24:1 26:1 34:2 50:21 time 6:12,12,18,21 7:12 9:20 13:4 24:24 25:3 27:4,6 28:2 29:17 34:5,13,14 46:21 47:17 58:15,16 58:20 64:2 today 2:5 Tokyo 47:17 told 54:8 tomorrow 20:15 58:15 59:23 tonight 60:1 top 46:3 51:20 total 46:14 48:1 transaction 27:13 59:13 transcribed 22:9 41:12 61:9 transcript 4:16,18 22:10 41:14 61:10 65:11 Transcripts 4:15 transfer 19:5 28:19 transferred 14:11,12 14:22 transition 59:11 treated 15:5 trigger 11:11 triggered 11:14 35:16 true 22:11 27:19 41:14 61:11 65:10 trust 9:7,14 11:16 53:21 54:17,20 Tuesday 6:5 64:1 turn 15:16 17:5,7 Twice 46:16 two 29:13,17 35:11 36:8 53:13,19 Two-and-a-half 44:20 type 27:10 28:9 U UBS 3:19 UCC 63:10 ultimately 7:5 unable 9:11 59:14 unchanged 9:2 43:7 understand 18:15 26:6 28:17 51:8 understanding 8:2 9:20 16:11 19:22 35:16 58:22 understood 26:7 unfortunately 36:4 United 1:1 4:11 23:1
(312) 386-2000
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 11 18:18 19:17 27:2,11 29:15 34:23 40:1 51:5,12,13,14 57:3,9 wanted 19:24 28:1 35:17 V wants 13:9 24:5 37:14 VAGLICA 32:3 Wanxiang 3:12,14 5:8 valid 7:6 8:3,12,17 11:7 12:9 valuation 12:10 45:10 15:7 28:8 29:11 30:1 value 12:12 28:20,23 35:4 37:2,3 43:5 29:16 34:21,22 36:21 44:2 46:9 48:16 37:6 44:3,6 49:16,22 50:15 53:20 54:15 50:4 51:15,17 53:7 56:7 57:22 63:7,12 55:1 63:14 valued 46:19 warranty 38:5 39:2,15 values 51:8 wasn't 34:10 57:10 various 3:9 14:8 18:16 watch 35:19 venture 10:3 Watkins 1:13 2:15 vets 20:2 19:4 32:2 42:13 Victor 4:10 way 19:21 37:22 40:6 Victoria 31:14 41:5,20 43:12 49:20 54:2 Vieau 2:13 week 17:1,2 24:16,17 view 27:10,24 43:24 weeks 24:17 violate 43:10 Westover 25:13,18 we'll 13:22 16:13 28:8 W 29:4 36:6 40:13 W 28:3 36:23 37:6 44:13 54:11 58:2,20 43:3 45:17 46:5,8 59:4,7,23 48:8,15 50:11,13 we're 2:1,9 13:8 15:22 53:5 55:2,10 56:3,6 18:18 24:22 26:11 56:23 57:19,21,21 34:1,2,13 36:12 58:6,10 59:5,10,13 39:14 40:6 43:2 44:5 Wachtell 3:6 35:22 44:13,15,18,20 45:20 44:18 45:23,24 46:3 47:24 Wacker 1:13 22:15 48:10 49:11 50:8,20 31:13 32:4 42:13 50:24 51:6 52:5,9,14 61:15 65:7 52:15,17 53:4 54:23 wait 54:22,22 55:23 56:1,19 57:17 waive 10:1,4 11:22 58:1,5,14 59:10 60:1 waived 11:2 15:23 63:2,23 20:7 we've 7:6 10:11 12:11 waiving 15:21,22 20:9 15:22 18:14 27:14 Waltham 14:2,3 54:9,23 57:4 58:10 want 11:9 13:18 14:7 Wilmington 64:2 15:22 17:9 18:12,14 Winston 4:2 31:3 42:1 62:1 use 26:19 28:5 58:15 U.S 14:11,12,19,23 53:17 wipe 44:21 wiring 47:17 wish 29:23 30:5 35:21 44:24 59:18 wishes 13:3 wording 54:4 words 11:8 work 28:12 worked 19:10 26:12 27:9 working 18:14 24:22 57:4 works 40:6 48:24 worth 16:7 WX 15:7 W's 52:10 56:20 $400,000 47:8 51:9 52:12 $5 29:23 46:7 49:10 51:21 $500,000 24:16,17 29:12,22 $6.6 48:9 $901,000 38:22 0 084-002692 41:21 084-004103 22:15 61:15
1 1 7:14 23:10 47:6 10 33:3 35:24 36:6,6 37:4,7,18 40:4,9 46:6 Y 52:13,16,20 53:7 Yeah 13:10 19:8 47:23 56:24 52:8 10.7(b) 18:5 yesterday 36:13 49:21 10:00 2:5 20:14,15,19 Z 10:30 2:6 zero 39:19 46:13 11 1:5 6:1 23:4 42:5 Zhao 4:10,10 46:14 62:4 Ziehl 17:12 11th 6:5 64:1 11.6 48:21 $ 12-12859 1:6 4:23 $1,000 6:14 39:1 23:4 31:7 42:6 62:4 $10 44:9,9 45:16 49:17 12.6 48:1 49:19 50:1,12 52:1 12:00 60:6 $11 46:19 12:45 62:10 $11-and-a-half 12:12 13 35:13 $133 8:22 13.4 52:23 55:11 $136.7 13:15 131 8:23 $15 49:17 50:3,13,19 146,500,000 43:6 $19 14:18 146.5 46:5 $2 8:24 149.2 46:4 $2.25 63:18 15th 9:7,10,14 11:7,17 $20 55:15,17 24:16 53:21 $200,000 28:24 150 46:11 48:8 $25 9:12 11:6,12 35:12 16 25:17 $256.6 63:9 161.6 48:21 50:11 $4.2 47:3 161.8 48:8 $40 17:15 57:6,13 166.6 50:17 52:11,23
(312) 386-2000
In re: A123 Systems Inc. et al. December 6, 2012 to December 9, 2012 Page 12 53:6 166.8 50:1,11 17 36:3 17,5 40:7 17.5 9:4 18 18:2 25:14 18.75 52:16 180 52:15 53:6 55:10 56:3 181.8 52:11 55:10 185 52:23 2 2 13:24 37:22 38:15 2.25 59:17 2:00 6:5 64:2 20 7:15 43:22 200K 29:5 200,000 29:7 2010 25:12 2011 25:14,15 2012 1:15 20:20 23:10 25:18 31:16 41:17 42:15 60:7 62:10 2013 9:8,11,14 11:17 216.6 56:21 57:20 221.8 56:4,22 233 1:13 31:12 32:4 42:13 24M 4:4 5:9 256.6 58:1,7 261.8 57:20 28 25:15 28th 5:13 3 3 33:3 3.1(q) 17:17 3.5 46:12 3:00 6:5 30 25:12 46:21 300 22:16 61:16 31st 18:8 31.6 56:5 311 22:15 61:15 65:7 312 22:17 32:6 61:17 34th 1:13 42:13 35 57:21 36.6 56:6,9 386-2000 22:17 61:17 4 4.2 47:24 4:08 31:15 40 13:17 57:21,24 400 51:15,21 400,000 51:11 45 34:14,17 46:21 5 5 37:21 38:13 48:17 50:16 53:8 56:23 5.5 35:7 50 18:2 29:5 53:7 50K 29:5,5 500 6:14 5800 32:5 6 6th 1:14 6.1(f) 17:24 6.1(j) 17:23 6.19 18:1 6.6 48:17 6004(h) 17:19 6006 17:19 60606 22:16 32:5 61:16 7 7th 20:19 23:9 31:16 41:16 42:14 8 8th 60:7 8.1(b) 18:7 8.4 47:24 53:10 55:1 55:12 8.75 52:17 84-002342 65:19 876-7700 32:6 Merrill Corporation - Chicago www.merrillcorp.com/law 9 9th 62:9 63:3 96.7 13:16
(312) 386-2000

AOne Bankruptcy Auction

Enviado por

Dados do documento

Descrição original:

Direitos autorais

Formatos disponíveis

Compartilhar este documento

Compartilhar ou incorporar documento

Opções de compartilhamento

Você considera este documento útil?

Este conteúdo é inapropriado?

Direitos autorais:

Formatos disponíveis

AOne Bankruptcy Auction

Enviado por

Direitos autorais:

Formatos disponíveis

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x : Chapter 11 In re: : : Case No.

scheduled to commence on December 11, 2012 at 2:00 p.m. Eastern Time.

Dated: Wilmington, Delaware December 10, 2012

Counsel for Debtors and Debtors in Possession

Exhibit 1 Final Auction Transcript

In re: A123 Systems Inc. et al.

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

It's 10:00 a.m. Thursday morning somewhere, but

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Lipton on behalf of Johnson Controls.

representing Johnson Controls is J.P. Morgan.

behalf of Wanxiang America Corporation.

MR. RAMIREZ: officer.

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

on behalf of Navitas. MR. POHL: 24M. No one's here.

Transcripts will be available to any

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

discussed about the stalking horse bid? MR. POHL: Yes.

They will be followed by a

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

MS. RECKLER: MR. GUZINA:

First question is, is there still a condition to closing around Michigan?

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

MR. FELTMAN: MR. POHL:

Correct. Thank you.

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

This is Tim Pohl again.

And we have concluded that at this

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Okay. Okay. Speaking first on behalf of

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Is there anything I'm missing?

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

I'm sorry, just a couple of points of

clarification for the record.

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

We just wanted to let everybody know that

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Bill Baldiga for the Committee. It's both as

One further question on the DOE.

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Corporation from K&L Gates.

specifically, NEC will shorten the time period to

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

clarifications on our side.

One, a misunderstanding It's Josh

by us and frankly, I'll take the blame. Feltman.

Regarding the DOE language from last night

or the debtor is of no consequence to us.

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Merrill Corporation - Chicago (312) 386-2000 www.merrillcorp.com/law

Guzina on behalf of Wanxiang.