Our Reverse Merger candidate...StoneCastle...was a collateral manager to some of the CDOs.
That should make this about as clear as it can get.
10 S. Riverside Plaza, Suite 1800
Chicago, IL 60606
(312) 474-6388
[December 23, 2010]
Mr. Matthew Meyers
StoneCastle Partners, LLC
120 W 45th Street, 14th Floor
New York, NY 10036
Dear Mr. Meyers:
On [_____], the United States Bankruptcy Court for the Northern District of Illinois (the
“Bankruptcy Court”) approved the Disclosure Statement for the Chapter 11 Plan of Corus
Bankshares, Inc. [Docket No. 232] (the “Disclosure Statement”) and authorized Corus
Bankshares, Inc. (“Corus” or the “Debtor”) to solicit votes to accept the Debtor’s Plan Under
Chapter 11 of the Bankruptcy Code [Docket No. 231] (the “Plan”).1
The Board of Directors of Corus Bankshares, Inc. (“Corus” or the “Debtor”) has
approved the filing and solicitation of votes to accept the Plan. Corus believes that the
acceptance of the Plan is in the best interests of the Holders of Claims against the Debtor.
Moreover, Corus believes that any alternative other than Confirmation of the Plan could result in
extensive delays and increased administrative expenses, thereby resulting in smaller
Distributions or no Distributions on account of Allowed Claims.
The Plan provides for the monetization and distribution of the Estate’s assets for the
benefit of Holders of Allowed Claims. These assets will be distributed to Holders of Allowed
Claims on or after the Effective Date of the Plan. In order to effectuate the Distributions, the
Plan provides that all of the assets of the Debtor’s Estate (including Causes of Action not
expressly released under the Plan) shall vest in New Corus. New Corus shall continue in
operation in order to monetize the remaining assets, pursue litigation with the FDIC and to make
Distributions under the Plan. The Plan Administrator shall be appointed on the Effective Date
and shall be responsible for implementing the Plan subject to the oversight of the three-person
Plan Committee.
Pursuant to the Plan, Holders of Class 4 Claims, Claims based on TOPrS issued by
TOPrS Trusts to CDOs, are entitled to vote on the Plan. Because the TOPrS Trusts are
essentially conduits, or pass-through entities, organized for the primary purpose of paying
amounts received on the TOPrS Debentures to the holders of the TOPrS, only the holders of the
TOPrS are entitled to vote on the Plan directly.
1 Any capitalized terms used but not defined herein shall the meanings ascribed to such terms in the Plan or the
Disclosure Statement, as applicable.
Case 10-26881 Doc 233-2 Filed 11/18/10 Entered 11/18/10 18:34:37 Desc
Proposed Order Exhibits 1-9 Page 70 of 74
2
However, in your capacity as collateral manager to the U.S. Capital Funding III, IV, and
VI CDOs (collectively, the “U.S. Capital CDOs”), and pursuant to the terms of the governing
indentures and collateral management agreements, you may be required to take certain actions to
direct the vote of the U.S. Capital CDOs. In order to facilitate an informed, orderly, and
expedited solicitation process, the Debtor has enclosed the Bankruptcy Court approved
Solicitation Procedures and Disclosure Statement for your reference.
If you have any questions, please feel free to contact the Debtor’s claims and solicitation
agent by writing to BMC Group, Inc., Attn: Corus Ballot Processing, P.O. Box 3020,
Chanhassen, Minnesota 55317-3020, or by calling the claims and solicitation agent at (888) 909-
0100.
Best Regards,
Stephen J. Antal, General Counsel of Corus
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