Government Watchdog Objects to Kodak Plan to Exit Bankruptcy

   By Patrick Fitzgerald 
 

The government's bankruptcy watchdog is objecting to Eastman Kodak Co.'s (EKDKQ) plan to exit bankruptcy because it tries to throw in illegal bonuses for company insiders, including a so-called emergence award of $1.9 million earmarked for Chief Executive Antonio Perez.

U. S. Trustee Tracy Hope Davis, a Justice Department official who acts as a watchdog overseeing the nation's bankruptcy courts, took aim Tuesday at a host of bonuses and awards promised to Kodak's top brass as part of the company's Chapter 11 plan.

Mr. Perez, who's slated to step down as chief executive within one year of Kodak emerging from Chapter 11, is also due an additional target award of up to 155% of his current salary of $1.155 million, $2 million in non-compete payments plus another $2 million contingent payment during a two-year, non-compete period. Kodak also wants to pay millions in bonuses and awards to seven other top executives as part of its plan.

In particular, Ms. Davis, in a court filing, questioned whether the emergence payments to Mr. Perez and others pass muster with the Bankruptcy Code's limitations on insider bonuses in bankruptcy cases.

Bankruptcy-law changes that took effect in the last decade were meant to curtail a company's ability to pay bonuses to senior executives while shortchanging rank-and-file workers. The changes were in response to perceived abuses of the bankruptcy system by company insiders who, in the words of the deceased U.S. Sen. Edward Kennedy (D., Mass.), "lined their own pockets but left thousands of employees and retirees out in the cold."

Ms. Davis, who also balked at plan provisions to pay the legal fees for the trustee of a group of bondholders and to grant legal releases to third parties, said Kodak's plan "contains provisions that are not permitted under the Bankruptcy Code."

A Kodak spokesman wasn't immediately available for comment.

Mr. Perez joined Kodak in 2003 from Hewlett-Packard Co. (HPQ). He has shepherded the company through its Chapter 11 restructuring. The management team for the post-bankruptcy Kodak, which includes several other executives who will continue on in their current roles, has already been approved by the company's new owners.

Ms. Davis is asking Judge Allan Gropper of the U.S. Bankruptcy in New York to reject those provisions in Kodak's Chapter 11 plan.

The trustee's objection comes just one week before Judge Gropper is scheduled to hold a confirmation hearing on Kodak's bankruptcy-exit plan.

Kodak, of Rochester, N.Y., sought Chapter 11 protection in January 2012 and has shed various business units and assets, including its camera-film business and digital-imaging patents.

The company's U.K. pensioners, owed $2.8 billion, are getting Kodak's kiosks and its digital imaging businesses. The new leaner Kodak is restructuring around its commercial-imaging business, which includes digital printers and motion-picture film.

Kodak's restructuring plan depends on a $406 million rights offering that calls for the company to sell 85% of its new common shares to certain creditors. Kodak's unsecured creditors and retirees are eligible to buy up to 6 million new Kodak shares under the proposed rights offering. The restructuring plan also calls for them to share in cash and warrants to buy more stock.

The company's old shares will be canceled and existing shareholders will be wiped out.

(Dow Jones Daily Bankruptcy Review covers news about distressed companies and those under bankruptcy protection. Go to http://dbr.dowjones.com)

--Jacqueline Palank and Stephanie Gleason contributed to this article.

Write to Patrick Fitzgerald at [e-mail]

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