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Energy Conversion Devices files Chapter 11, seeks sale of businesses; Ovonic Battery Company sold to BASF Corporation

14 February 2012

51-year-old Energy Conversion Devices, Inc. a pioneer in materials science and renewable energy technologies, today voluntarily filed a petition for relief under Chapter 11 in the US Bankruptcy Court for the Eastern District of Michigan. As part of its bankruptcy plan, ECD intends to sell through separate sales its wholly owned operating subsidiary United Solar Ovonic LLC (USO) and other assets, including its minority stake in Ovonyx, Inc.

On 13 February ECD sold its majority owned subsidiary, Ovonic Battery Company, Inc. (OBC), to BASF Corporation for the gross purchase price of $58 million in cash before transaction fees, minority participations, and working capital and other adjustments. (Earlier post.) OBC is the inventor and worldwide licensor of NiMH rechargeable battery technology and is pursuing advanced battery technologies, including cathode materials for lithium-ion chemistry batteries. 35 OBC employees have been hired by BASF as part of this transaction.

With the proceeds from the OBC transaction (which closed after quarter-end), ECD presently has approximately $145 million in unrestricted cash and short-term investments. ECD has determined that its current financial position is insufficient to sustain the current operating environment and make the necessary investments for the future of the business, without restructuring through the bankruptcy process. However, current cash is anticipated to be sufficient for expected operations during the Chapter 11 proceeding, and therefore the Company is not expected to require third-party debtor-in-possession financing.

ECD has received support for its operating and divestiture plan pursuant to a formal Plan Support Agreement executed by the Company with holders of approximately 70% of the $263.2 million in outstanding 3% Convertible Senior Notes due 2013.

Sale of United Solar. USO, which will continue to operate during the sale process, has also voluntarily filed a petition for relief under Chapter 11 in the US. Bankruptcy Court for the Eastern District of Michigan. USO is a global leader in manufacturing flexible, lightweight thin-film photovoltaic products for use in the commercial rooftop and building-integrated markets. USO’s Open Solar initiative has begun to show traction with new partnerships resulting in an integrated roofing product with Marcegaglia in Italy, and consumer products including the award-winning SolarKindle cover for the Kindle e-reader, according to the company.

We firmly believe there is a strong and sustainable commercial market for UNI-SOLAR products. USO’s next-generation, 12% efficient, flexible PV products build upon 25 years of PV experience and enable highly competitive production costs with a fundamentally differentiated product. However, our current capital structure and legacy costs are preventing USO from making the investments necessary for the future of the business without restructuring through the bankruptcy process.

The processes we initiated today will afford greater opportunity for ECD to maximize value for its stakeholders and conduct an orderly sale of USO to ensure it is viable and successful for the long-run.

—Julian Hawkins, ECD’s President and Chief Executive Officer

ECD has retained the investment banking firm Quarton Partners, LLC to manage the sale process, which is expected to be completed in 90 days.

ECD maintains a portfolio of other assets including intellectual property, miscellaneous fixed assets, and an approximately 39% stake in its Ovonyx, Inc. joint venture. Ovonyx holds the patents in, and is pursuing the commercialization of, phase-change random access memory (PCM or PRAM), also known as Ovonic Universal Memory (OUM). Ovonyx is a joint venture with its co-founder Tyler Lowrey and its shareholders include Intel Corporation. Ovonyx’s licensees include Micron, Samsung, Hynix, and ST Microelectronics, among others. Quarton Partners, LLC will also manage the sale of these additional assets.

Chapter 7 for SIT. Solar Integrated Technologies, Inc. (SIT), a US-based wholly owned subsidiary of ECD, has voluntarily filed a petition for relief under Chapter 7 (liquidation) in the US Bankruptcy Court for the Eastern District of Michigan in a separate proceeding. SIT is an engineering, procurement and construction management company with solar installations in the US and Western Europe. As a result of this filing, SIT and its European subsidiary, Solar Integrated Technologies GmbH, will continue to operate, though separately from ECD and USO, during the disposition of the SIT proceeding.

ECD has retained Honigman Miller Schwartz and Cohn LLP as legal counsel and AlixPartners as financial advisors to assist the company in the Chapter 11 process.

February 14, 2012 in Batteries, Market Background, Materials | Permalink | Comments (4) | TrackBack (0)

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Restructuring through the bankruptcy process......is the legal way to pilfer and steal share holder assets to pay millions $$ to current company managers/directors and law firms to ensure that the robbery of assets is legal. Governments are also losing because very few bankrupt firms pay their back taxes. Most employees also lose because bankrupt firms normally run away with most of the retirement funds and the last pay checks.

Repeat the process about 1000 times a year and many workers and small investors lose their shirt and their life time savings.

Well, yes. That's what chapter eleven is for. The American dream.

So true HarveyD. So many things in our society that used to be viewed negatively aren't anymore. I'm thinking of buying guns & getting an underground bunker in the mountains with survival gear for the imminent collapse of America & ensuing chaos. Okay, it's not that bad yet but we're definitely moving in that direction.

Well...even the best types of governance end up by being undermined from within, become disdainful and fall. There are many examples in the last 100+ centuries or so. The US style Democracy has been around over 230 years and too many people have found ways to degrade and deeply corrupt it. Elections have become a financial game and just about anybody can be elected if enough money is there. Large firms and lobbies with their large financial contributions buy all the favors they want. Smart Ads campaigns are used to convinced the majority which way they should vote etc.

When 3% (or even less) have most of the wealth and power, we're not far from where we were 300 years ago with a few hundred Kings and Lords. We all know what happened. Will it happened again? History says that it will. It is just a question of went.

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