Lehman Brothers Financial SA (LEHNQ)

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http://dm.epiq11.com/LBH/Project
Post Effective Date FAQ's
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STOCK CANCELLATION/SENIOR NOTES FAQS:
10) I was a Stockholder prior to the filing, what will happen to my stock?
On the Effective Date, the LBHI common and preferred stock were cancelled and one new
share of LBHI common stock was issued to the LBHI Plan Trust which will hold such share for
the benefit of the former holders of LBHI common and preferred stock consistent with their
former relative priority and economic entitlements. The beneficial interests in the LBHI Plan
Trust held by former LBHI stockholders are uncertificated, non-voting, and nontransferable other
than by will or by the laws of descent and distribution. The Plan states that in the event that all
Allowed Claims in LBHI Classes 1 through 11 have been satisfied in full in accordance with the
Bankruptcy Code and the Plan, each holder of an Equity Interest in LBHI may receive its share
of any remaining assets of LBHI consistent with all rights and priorities existing immediately
prior to the commencement of the Chapter 11 cases. At this time it is not anticipated that any
distribution will be made to the LBHI Plan Trust or to any beneficiary of the LBHI Plan Trust.
11) What do I do with my stock certificates?
As the stock is being cancelled pursuant to the Plan, you are not required to take any action
with respect to the stock you hold.
12) I just read that my stock was cancelled. When did this happen? Do I receive
anything in exchange?
The Effective Date was March 6, 2012. When the LBHI common stock and preferred stock was
cancelled on the Effective Date one new share of LBHI common stock was issued to the LBHI
Plan Trust which will hold such share for the benefit of the former holders of LBHI common and
preferred stock consistent with their former relative priority and economic entitlements. In place
of your old shares, an escrow position was created to act as a placeholder in your account and
to represent your beneficial interest in the LBHI Plan Trust and your indirect interest in the new
share of LBHI common stock for any potential future distributions. The beneficial interests in the
LBHI Plan Trust held by former LBHI stockholders are uncertificated, non-voting, and
nontransferable other than by will or by the laws of descent and distribution. The escrow
position will correspond to the number of old shares you held as of the Effective Date consistent
with your former relative priority and economic entitlements. At this time it is not anticipated that
any distribution will be made to the LBHI Plan Trust or to any beneficiary of the LBHI Plan Trust.
13) I now hold a beneficial interest in the LBHI Plan Trust.
a. What does this mean? It means you have an escrow position or a
“placeholder” for any potential future distributions by the LBHI Plan Trust
resulting from any distributions received by the LBHI Plan Trust in respect of the
single share of LBHI common stock it holds.
If you have any questions that are not answered by this FAQ, please contact Epiq by email at
[e-mail] or by phone at 866-879-0688 (domestic) or [phone]
(international).
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b. What is an escrow CUSIP? A CUSIP number is a unique identifier assigned to a
particular security. An escrow CUSIP is a placeholder representing the amount
of shares held by the former holders of equity interests or the principal amount
held by former holders of notes. An escrow CUSIP is not an “official” security
designation, and it is created solely for record-keeping purposes. The escrow
CUSIP number shall only represent the right of such holder to receive potential
future distributions under the Plan on account of the old or cancelled securities or
as holders of beneficial interests in the LBHI Plan Trust.
c. Is it worth anything? The Plan states that in the event that all Allowed Claims
in LBHI Classes 1 through 11 have been satisfied in full in accordance with the
Bankruptcy Code and the Plan, each holder of an Equity Interest in LBHI may
receive its share of any remaining assets of LBHI. At this time it is not
anticipated that any distribution will be made to the LBHI Plan Trust or to any
holder of an Equity Interest in LBHI. Additionally, the beneficial interests in the
LBHI Plan Trust are non-transferable and non-voting.
d. Do I receive any evidence of this interest? No. The interests in the LBHI Plan
Trust are not certificated. The evidence is in the form of the escrow CUSIP
position that will correspond to the number of old shares held as of the Effective
Date consistent with their former relative priority and economic entitlements.
e. Will it show up on my brokerage statement? This depends on the firm, but
generally the answer is yes, under an escrow CUSIP position that will mirror the
number of old shares held as of the Effective Date consistent with their former
relative priority and economic entitlements.
f. Can I trade it? No. The beneficial interests in the LBHI Plan Trust are nontransferable.
The continuing rights of holders of Equity Interests (including
through their interest in the LBHI Plan Trust or otherwise) shall be nontransferable
except by will or under the laws of descent and distribution.
g. Can I vote it? No. The beneficial interests in the LBHI Plan Trust are nonvoting.
h. Tax Considerations. The following questions and answers are for general
informational purposes only. Holders are urged to consult their own tax advisors
regarding the tax consequences to them of the Plan and of being a beneficiary of
the LBHI Plan Trust.
i. What is the nature of the LBHI Plan Trust for tax purposes? The LBHI
Plan Trust is intended to be treated as a “liquidating trust” that is taxable as
a “grantor trust” for U.S. federal income tax purposes of which the former
holders of LBHI Stock are the grantors. For U.S. federal income tax
purposes, the former stockholders are treated as directly receiving an
If you have any questions that are not answered by this FAQ, please contact Epiq by email at
[e-mail] or by phone at 866-879-0688 (domestic) or [phone]
(international).
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undivided interest in the single share of LBHI common stock held by the
LBHI Plan Trust and then transferring such interest to the LBHI Plan Trust in
exchange for the beneficial interests in the LBHI Plan Trust. On a goingforward
basis, each beneficiary of the LBHI Plan Trust will be treated for
U.S. federal income tax purposes as a direct owner of the underlying assets
of the LBHI Plan Trust (namely, the single share of LBHI common stock held
by the LBHI Plan Trust), in accordance with its former relative priority and
economic entitlements as a stockholder.
ii. Is the cancellation of LBHI stock taxable to holders? A former holder of
LBHI stock (common or preferred) should not recognize gain or loss for U.S.
federal income tax purposes solely by reason of the cancellation of its LBHI
stock pursuant to the Plan. As a beneficiary of the LBHI Plan Trust, each
holder will continue to be regarded as owning for U.S. federal income tax
purposes a direct interest in the single share of LBHI common stock held by
the LBHI Plan Trust with the same relative priority and economic
entitlements as the LBHI stock previously held.
iii. How is a beneficiary taxed on its beneficial interest in the LBHI Plan
Trust? In general, a beneficiary of the LBHI Plan Trust is taxed as if directly
earning or incurring any income, gain, deduction or loss in respect of its
portion of the underlying assets of the LBHI Plan Trust (regardless of
whether any earnings are actually distributed). In addition, the LBHI Plan
Trust will comply with all applicable governmental withholding requirements
in respect of any amounts received or distributed. Nevertheless, it is not
expected that the LBHI Plan Trust will have any income or deductions to
report or will make any distributions.
iv. Do I as a beneficiary have to provide any Tax ID information to the Plan
Trust? [color=red]All holders of record -- i.e., in general, former stockholders whose
shares were registered in their name, in contrast to those who held their
stock through a broker -- are required to provide to the LBHI Plan Trust a
properly completed and executed IRS Form W-9 (certifying as to their tax
identification number) or, in the case of non-U.S. persons, a properly
completed and executed IRS Form W-8. Specific instructions regarding the
submission of tax forms have been provided to former stockholders of
record and can be accessed at (www.lehman-docket.com). All other
holders will be notified by the Plan Trust if and when such information is
required from them.
How will beneficiaries of the LBHI Plan Trust receive information
regarding the LBHI Plan Trust for their tax returns? Within seventy-five
(75) days following the end of the calendar year or as soon as practicable
thereafter, the trustees of the LBHI Plan Trust will furnish to the beneficiaries
the information regarding the income, gain, loss, deduction or credit (if any)
If you have any questions that are not answered by this FAQ, please contact Epiq by email at
[e-mail] or by phone at 866-879-0688 (domestic) or [phone]
(international).
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of the LBHI Plan Trust (as computed for U.S. federal income tax purposes)
for the calendar year just ended, by posting such information at
(www.lehman-docket.com).
14) My stock was cancelled. Am I entitled to a distribution?
If you previously held common stock or preferred stock of LBHI and, as a result, now hold a
beneficial interest in the LBHI Plan Trust, after all Allowed Claims in LBHI Classes 1 through 11
have been satisfied in full in accordance with the Bankruptcy Code and the Plan, and the LBHI
Plan Trust receives a distribution in respect of the single share of LBHI common stock it holds,
you may receive a distribution in respect of your beneficial interest in the LBHI Plan Trust. At
this time it is not anticipated that any distribution will be made to the LBHI Plan Trust or to any
holder of an equity interest in LBHI. For all other Plan Classes, please refer to the Plan.
15) If a distribution is made to former stockholders (now holders of beneficial
interests in the LBHI Plan Trust), how will I know?
If you held your Class 12 Interests in a brokerage account, the distribution will be deposited into
your account. If you held your Class 12 Interest as a registered holder in your own name,
notification will be made.
16) Can I change brokers?
Yes.
17) My broker does not want to hold my beneficial interest anymore. Can I convert to
record name?
No. There will not be any mechanism for converting your position to record name.
18) I just moved. Should I submit a change of address? To whom?
Yes, you should submit a change of address. Where you send the change of address request
depends, on where your claim or securities are held. When making the notification include your
name on the account, your old address, your new address, date the change is effective and a
phone or email address in the event there are questions, as well as any account numbers or
other identifying information.
a. If you hold securities, either stock or bonds through a brokerage account you
should contact your broker.
If you have any questions that are not answered by this FAQ, please contact Epiq by email at
[e-mail] or by phone at 866-879-0688 (domestic) or [phone]
(international).
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b. If you are a registered holder, holding the stock in your own name and do not
hold it through a broker, please contact the stock transfer agent.
For Old Common Stock
Computershare (formerly BNY Mellon)
1-800-824-5707
For Old Preferred Stock
Computershare
1-877-498-8865
c. If you have a filed proof of claim, then you should notify Epiq, the Claims and
Noticing Agent for Lehman Brothers Holdings Inc. Write to:
Lehman Brothers Holdings Noticing Agent
Epiq Bankruptcy Solutions
757 Third Avenue, 3rd Floor
New York, NY 10017
19) Where can I find more information about the wind-down?
After the Effective Date, pursuant to the Plan, the Plan Administrator shall wind-down, sell and
otherwise liquidate assets of the Debtors and/or Debtor-Controlled Entities in accordance with
Section 6.1(b)(iii) of the Plan. You may find additional information at www.lehman-docket.com.
20) I held preferred stock. Is my beneficial interest different than the beneficial
interest that a common stockholder received?
The common stock and the preferred stock were both classified as Class 12 Equity Interests
under the confirmed Plan and both are treated similarly under the Plan. The beneficial interests
in the LBHI Plan Trust corresponding to the cancelled common and preferred stock of LHBI
shall maintain the former relative priority and economic entitlements of such common and
preferred stock.
21) What is happening to my Senior Notes?
The Senior Notes are in LBHI Plan Class 3 Senior Unsecured Claims, and the distribution for
these will be paid through your bank or broker through the depository in which your position is
held. An escrow CUSIP will also be established as a place holder in your account for any
potential future distributions.
If you have any questions that are not answered by this FAQ, please contact Epiq by email at
[e-mail] or by phone at 866-879-0688 (domestic) or [phone]
(international).
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22) Does the Distribution Record Date (March 18, 2012) apply to beneficial holders of
debt securities?
The Distribution Record Date of March 18, 2012 does NOT apply to most debt securities issued
by LBHI. Any distributions to LBHI-issued Senior Notes on the Master List of Securities or the
LBHI-issued Lehman Programs Securities included in an Amendment to Schedule F will be
made to the beneficial holders of such securities as of the date of the first distribution payment
(which are scheduled to commence on April 17, 2012). If however, you are a holder of any
other debt security that may be entitled to receive a payment under the Plan, such payment will
be made to the holder of the claim filed for that security as of the Distribution Record Date.
Transfers of claims recorded on the claims register after the Distribution Record Date will not be
recognized by the Plan Administrator.