Case 13-11482-KJC Doc 763 Filed 09/25/13 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - In re EXIDE TECHNOLOGIES, Debtor. 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x x Chapter 11 Case No. 13-11482 (KJC) DECLARATION OF ED MOSLEY IN SUPPORT OF THE DEBTOR S MOTION FOR ORDER UNDER BANKRUPTCY CODE SECTION 1121(d) EXTENDING EXCLUSIVE PERIODS DURING WHICH DEBTOR MAY FILE AND SOLICIT ACCEPTANCES OF A CHAPTER 11 PLAN I, Ed Mosley, being duly sworn, hereby states as follows 1. I am a senior director of Alvarez & Marsal North America, LLC ( A&M ) and chief restructuring officer of the Debtor. I have a diverse background in financial restructuring, operational restructuring, investment banking, and finance and operational experience. With more than 12 years of restructuring experience, I am an experienced advisor to companies in distressed and bankruptcy situations. I have worked with both private and public companies across various industries, including manufacturing, transportation, automotive, retail, industrial construction, telecommunications, healthcare and direct selling. My more recent advisory assignments have included Aurora Bank, Vitro America, Visteon Corporation, Chesapeake Corporation, Sypris Solutions, Inc., and Acument Global Technologies. I have also spent three years serving as interim management of a $400 million direct-selling company in a turnaround situation for a private equity sponsor. 1 The last four digits of the Debtor s taxpayer identification number are 2730. The Debtor s corporate headquarters are 13000 Deerfield Parkway, Building 200, Milton, Georgia 30004.
Case 13-11482-KJC Doc 763 Filed 09/25/13 Page 2 of 5 2. I submit this declaration in support of the Debtor s Motion for Order Under Bankruptcy Code Section 1121(d) Extending Exclusive Periods During Which Debtor May File and Solicit Acceptances of a Chapter 11 Plan. 2 In particular, I submit this declaration to place before this Court evidence supporting my opinion that cause exists to extend the Debtor s exclusive period to file and solicit votes on a chapter 11 plan to May 31 and July 24, 2014, respectively. The requested extension conforms with the milestones under the DIP Facility that were extensively negotiated with the Creditors Committee and the Unofficial Noteholders Committee. I believe that the requested extension is necessary for the Debtor to develop a comprehensive business plan and formulate a chapter 11 plan, and will enable the Debtor to avoid unnecessary costs relating to competing plans or further incremental exclusivity extensions while working on the business plan and chapter 11 plan under the DIP Facility timeline. 3. Additional time is necessary because the Chapter 11 Case is large and complex. Exide generates approximately $3 billion in annual revenue and had nearly $900 million in debt as of the Petition Date, including approximately $727 million in senior secured note and unsecured convertible note obligations. With operations in more than 80 countries, the Exide is a global leader in stored electrical energy solutions and one of the world s largest producers and recyclers of lead-acid batteries for vehicle, marine, lawn and garden, network power, motive power, and many other niche applications. The Debtor employs more than 3,600 workers and has operations spanning across 11 manufacturing, production and smelting facilities, as well as approximately 75 branches, across the United States. Due to the size of the Company and the breadth of its operations, the Chapter 11 Case involves thousands of parties in interest. 2 Capitalized terms used herein and not otherwise defined shall have the same meaning ascribed to them in the Motion. 2
Case 13-11482-KJC Doc 763 Filed 09/25/13 Page 3 of 5 4. Moreover, additional time is required because of the numerous complex issues presented by the Chapter 11 Case. The Debtor has already made substantial process on a number of fronts, including (a) filing numerous first day and second day motions, all of which have been approved on a final basis, including authorization to (i) continue prepetition customer programs; (ii) pay prepetition wages, salaries, benefits, and related obligations; (iv) pay prepetition claims of critical vendors, foreign vendors, shippers, and materialmen; (v) continue using its existing cash management system; (vi) approve utility deposit and adequate protection procedures; and (vii) pay prepetition taxes and related obligations; (b) proposing, negotiating, amending, and finalizing the terms of the $500 million DIP Facility, as well as the final order approving the DIP Facility; (c) (d) (e) (f) (g) (h) (i) obtaining approval of orders to facilitate efficient administration of the Chapter 11 Case, including de minimis asset and sale procedures and establishing a bar date for creditors to file prepetition claims; responding to myriad inquiries and demands from employees, vendors, taxing authorities, utilities, landlords, customers, and other parties in interest, and administering vendor programs consistent with the authority granted under the vendor-related motions approved in the Chapter 11 Case; implementing procedures to comply with chapter 11 reporting and disclosure requirements, as well as those required under the DIP Facility; commencing review of thousands of executory contracts and approximately 80 unexpired leases, and rejecting executory contracts and leases determined to be unprofitable, and negotiating transition agreements with certain OEM counterparties pursuant to which any rejection damage claims were waived; responding to numerous requests for relief from the automatic stay; completing the Debtor s schedules and statements, which were filed on August 9, 2013; responding to numerous diligence and discovery requests by, among others, professionals to the Creditors Committee the Unofficial Noteholders Committee, and operating a virtual data room to provide access to documents; 3
Case 13-11482-KJC Doc 763 Filed 09/25/13 Page 4 of 5 (j) (k) (l) (m) negotiating deposits and adequate assurance amounts with various utility providers; working with state and federal environmental agencies concerning the Debtor s environmental obligations including, in particular, those related to Exide s Vernon, California facility; developing and negotiating court-approved incentive plans and noninsider severance plans for critical management and employees; and beginning to formulate a go-forward business plan that will ultimately provide the framework for the Debtor s chapter 11 plan and emergence from bankruptcy. Thus, I believe that the Debtor has worked diligently in the early months of the Chapter 11 Case and will continue to do so for the remainder of the case while working to emerge from chapter 11 under the timeline contemplated by the DIP Facility. Accordingly, in light of the size and complexity of the Chapter 11 Case, I do not believe that the requested extension of the Exclusive Periods will harm any party in the Chapter 11 Case. 5. The Debtor is taking the steps necessary to propose a viable chapter 11 plan. I believe that the requested extension of the Exclusive Periods will provide the Debtor the time needed to formulate its business plan, which will in turn will provide the framework for the chapter 11 plan. Based upon the funds available under the DIP Facility and the Debtor s projected cash flows, the Debtor will have sufficient liquidity to fund the remainder of the Chapter 11 Case, while the Debtor works to develop its go-forward business plan. 4
Case 13-11482-KJC Doc 763 Filed 09/25/13 Page 5 of 5 and correct. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true Date September 25, 2013 /s/ Ed Mosley Ed Mosley Chief Restructuring Officer for the Debtor 5