-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IFTaijqKGlyXwbHqZiYnMfC+C+ZSDY9Ht3BrKfyW4aMgfQ+KIaNMQGJgPyd6A1hs AMhv7UZ6Es3ZBKaGH8BJ3A== 0001104659-10-029848.txt : 20100520 0001104659-10-029848.hdr.sgml : 20100520 20100520171015 ACCESSION NUMBER: 0001104659-10-029848 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100520 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100520 DATE AS OF CHANGE: 20100520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09466 FILM NUMBER: 10848559 BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 8-K 1 a10-10281_28k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

May 20, 2010

 

LEHMAN BROTHERS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-9466

 

13-3216325

(State or other jurisdiction

 

(Commission

 

(IRS Employer

Of incorporation)

 

File Number)

 

Identification No.)

 

1271 Avenue of the Americas
New York, New York
10020

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code:

(646) 285-9000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM 7.01             Regulation FD Disclosure.

 

As previously disclosed, on September 15, 2008, Lehman Brothers Holdings Inc. (the “Registrant”) filed a voluntary petition for relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”) in a jointly administered proceeding named In re Lehman Brothers Holdings Inc., et. al. under Case Number 08-13555 (the “Chapter 11 Proceeding”).  As further disclosed previously, certain of the Registrant’s subsidiaries (collectively with the Registrant, the “Debtors”) have also filed proceedings under Chapter 11 of the Bankruptcy Code. The Debtors’ Chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and the Debtors continue to operate as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

 

On May 20, 2010, the Debtors filed with the Court a Monthly Operating Report (the “Monthly Operating Report”).  A copy of the Monthly Operating Report for the Debtors is attached hereto as Exhibit 99.1.  This Current Report (including the Exhibits hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Limitation on Incorporation by Reference

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Cautionary Statements Regarding Financial and Operating Data

 

The Registrant cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, as it was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of any of the Debtors, or any other affiliate of the Registrant.  The Monthly Operating Report is not prepared in accordance with U.S. generally accepted accounting principles, was not audited or reviewed by independent accountants, will not be subject to audit or review by the Registrant’s external auditors at any time in the future, is in a format consistent with applicable bankruptcy laws, and is subject to future adjustment and reconciliation.  There can be no assurances that, from the perspective of an investor or potential investor in the Registrant’s securities, the Monthly Operating Report is accurate or complete.  The Monthly Operating Report contains a further description of limitations on the information contained therein. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Registrant’s reports pursuant to the Exchange Act, and such information might not be indicative of the Registrant’s financial condition or operating results for the period that would be reflected in the Registrant’s financial statements or in its reports pursuant to the Exchange Act.  Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K and Exhibit 99.1 hereto may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Registrant’s financial condition, results of operations, and business that is not historical information.  As a general matter, forward-looking statements are those focused upon future or

 

2



 

anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature.  The words “believe,” “expect,” “plan,” “intend,” “estimate,” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,”  “would,” and “could,” often identify forward-looking statements.  The Registrant believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Registrant may not realize its expectations and its beliefs may not prove correct.  The Registrant undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.  The Registrant’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the Registrant’s control.  Such factors include, without limitation: (i) the ability of the Registrant to develop, prosecute, confirm, and consummate any plan of reorganization or liquidation with respect to the Chapter 11 Proceeding; (ii) the Registrant’s ability to obtain Court approval with respect to motions in the Chapter 11 Proceeding; (iii) risks associated with third parties seeking and obtaining court approval for the appointment of a Chapter 11 trustee; and (iv) the potential adverse impact of the Chapter 11 Proceeding on the Registrant’s liquidity or results of operations.  This list is not intended to be exhaustive.

 

The Registrant’s informational filings with the Court, including this Monthly Operating Report, are available to the public at the office of the Clerk of the Bankruptcy Court, Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408.  Such informational filings may be available electronically, for a fee, through the Court’s Internet world wide web site (www.nysb.uscourts.gov), and/or free of cost, at a world wide web site maintained by the Registrant’s Court-approved noticing agent (www.lehman-docket.com).

 

ITEM 9.01             Financial Statements and Exhibits.

 

(d)           Exhibits

 

99.1                           Lehman Brothers Holdings Inc. — Monthly Operating Report filed with the Bankruptcy Court on May 20, 2010

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

LEHMAN BROTHERS HOLDINGS INC.

 

 

 

 

Date: May 20, 2010

By:

/s/ William J. Fox

 

Name:

William J. Fox

 

Title:

Chief Financial Officer and Executive Vice President

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Lehman Brothers Holdings Inc. — Monthly Operating Report filed with the Bankruptcy Court on May 20, 2010

 

5


EX-99.1 2 a10-10281_2ex99d1.htm EX-99.1

 

Exhibit 99.1

 

UNITED STATES BANKRUPTCY COURT

 

SOUTHERN DISTRICT OF NEW YORK

 

In re:

 

Chapter 11 Case No.

 

 

 

Lehman Brothers Holdings Inc., et al.,

 

08-13555

 

 

 

Debtors.

 

 

 

MONTHLY OPERATING REPORT

 

APRIL 2010

 

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

SCHEDULE OF PROFESSIONAL FEE AND EXPENSE DISBURSEMENTS

 

DEBTORS’ ADDRESS:

LEHMAN BROTHERS HOLDINGS INC.

 

c/o WILLIAM J. FOX

 

1271 AVENUE OF THE AMERICAS

 

35th FLOOR

 

NEW YORK, NY 10020

 

 

DEBTORS’ ATTORNEYS:

WEIL, GOTSHAL & MANGES LLP

 

c/o SHAI WAISMAN

 

767 FIFTH AVENUE

 

NEW YORK, NY 10153

 

 

REPORT PREPARER:

LEHMAN BROTHERS HOLDINGS INC., A DEBTOR IN POSSESSION (IN THE SOUTHERN DISTRICT OF NEW YORK)

 

THIS OPERATING STATEMENT MUST BE SIGNED BY A REPRESENTATIVE OF THE DEBTOR

 

The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verifies under penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.

 

 

 

Lehman Brothers Holdings Inc.

 

 

 

Date: May 20, 2010

By:

/s/ William J. Fox

 

 

William J. Fox

 

 

Executive Vice President

 

Indicate if this is an amended statement by checking here:      AMENDED STATEMENT o

 



 

TABLE OF CONTENTS

 

Schedule of Debtors

3

 

 

Lehman Brothers Holdings Inc. (“LBHI”) and Other Debtors and Other Controlled Subsidiaries

 

Basis of Presentation — Schedule of Cash Receipts and Disbursements

4

Schedule of Cash Receipts and Disbursements — April 2010

5

 

 

LBHI

 

Basis of Presentation — Schedule of Professional Fee and Expense Disbursements

6

Schedule of Professional Fee and Expense Disbursements

7

 

2



 

SCHEDULE OF DEBTORS

 

The following entities have filed for bankruptcy in the Southern District of New York:

 

 

 

Case No.

 

Date Filed

Lead Debtor:

 

 

 

 

Lehman Brothers Holdings Inc. (“LBHI”)

 

08-13555

 

9/15/2008

 

 

 

 

 

Related Debtors:

 

 

 

 

LB 745 LLC

 

08-13600

 

9/16/2008

PAMI Statler Arms LLC(1)

 

08-13664

 

9/23/2008

Lehman Brothers Commodity Services Inc. (“LBCS”)

 

08-13885

 

10/3/2008

Lehman Brothers Special Financing Inc. (“LBSF”)

 

08-13888

 

10/3/2008

Lehman Brothers OTC Derivatives Inc. (“LOTC”)

 

08-13893

 

10/3/2008

Lehman Brothers Derivative Products Inc. (“LBDP”)

 

08-13899

 

10/5/2008

Lehman Commercial Paper Inc. (“LCPI”)

 

08-13900

 

10/5/2008

Lehman Brothers Commercial Corporation (“LBCC”)

 

08-13901

 

10/5/2008

Lehman Brothers Financial Products Inc.(“LBFP”)

 

08-13902

 

10/5/2008

Lehman Scottish Finance L.P.

 

08-13904

 

10/5/2008

CES Aviation LLC

 

08-13905

 

10/5/2008

CES Aviation V LLC

 

08-13906

 

10/5/2008

CES Aviation IX LLC

 

08-13907

 

10/5/2008

East Dover Limited

 

08-13908

 

10/5/2008

Luxembourg Residential Properties Loan Finance S.a.r.l

 

09-10108

 

1/7/2009

BNC Mortgage LLC

 

09-10137

 

1/9/2009

LB Rose Ranch LLC

 

09-10560

 

2/9/2009

Structured Asset Securities Corporation

 

09-10558

 

2/9/2009

LB 2080 Kalakaua Owners LLC

 

09-12516

 

4/23/2009

Merit LLC

 

09-17331

 

12/14/2009

LB Somerset LLC

 

09-17503

 

12/22/2009

LB Preferred Somerset LLC

 

09-17505

 

12/22/2009

 


(1)          On May 26, 2009, a motion was filed on behalf of Lehman Brothers Holdings Inc. seeking entry of an order pursuant to Section 1112(b) of the Bankruptcy Code to dismiss the Chapter 11 Case of PAMI Statler Arms LLC, with a hearing to be held on June 24, 2009.  On June 19, 2009, the motion was adjourned without a date for a continuation hearing.

 

The Chapter 11 case of Fundo de Investimento Multimercado Credito Privado Navigator Investimento No Exterior (Case No: 08-13903) has been dismissed.

 

The Chapter 11 case of Lehman Brothers Finance SA (Case No: 08-13887) has been dismissed.

 

3



 

LEHMAN BROTHERS HOLDINGS INC., (“LBHI”), AND OTHER DEBTORS AND OTHER

CONTROLLED ENTITIES

 

BASIS OF PRESENTATION

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

APRIL 1, 2010 TO APRIL 30, 2010

 

The information and data included in this Monthly Operating Report (“MOR”) are derived from sources available to Lehman Brothers Holdings Inc. (“LBHI”) and its Controlled Entities (collectively, the “Company”).  The term “Controlled Entities” refers to those entities that are directly or indirectly controlled by LBHI, and excludes, among other things, those entities that are under separate administrations in the United States or abroad, including Lehman Brothers Inc., which is the subject of proceedings under the Security Investor Protection Act.  LBHI and certain of its Controlled Entities have filed for protection under Chapter 11 of the Bankruptcy Code, and those entities are referred to herein as the “Debtors”.  The Debtors’ chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure.  The Debtors have prepared this MOR, as required by the Office of the United States Trustee, based on the information available to The Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects.  This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.

 

1.     This MOR is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). This MOR should be read in conjunction with the previously filed MOR Balance Sheet as of December 31, 2009 with Accompanying Schedules and the financial statements and accompanying notes in the Company’s annual and quarterly reports that were filed with the United States Securities and Exchange Commission.

 

2.     This MOR is not audited and will not be subject to audit or review by the Company’s external auditors at any time in the future.

 

3.     The beginning and ending balances include cash in demand-deposit accounts (DDA), money-market funds (MMF), treasury bills, and other investments.

 

4.     Beginning and ending cash balances are based on preliminary closing numbers and are subject to adjustment.

 

5.     Beginning and ending cash balances exclude cash that has been posted as collateral for hedging activity.

 

6.     Beginning and ending cash balances exclude cash related to LBHI’s wholly-owned indirect subsidiaries Aurora Bank FSB (formerly known as Lehman Brothers Bank FSB), Woodlands Commercial Bank (formerly known as Lehman Brothers Commercial Bank), Lehman Brothers Trust Company N.A., and Lehman Brothers Trust Company of Delaware.

 

7.     Cash pledged on, or prior to, September 15, 2008 by the Company in connection with certain documents executed by the Company and various financial institutions has been excluded from this report.

 

8.     Intercompany transfers between Lehman entities are listed as disbursements for the paying entity and receipts for the receiving entity.

 

4



 

LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities

Schedule of Cash Receipts and Disbursements (a)

April 1, 2010 - April 30, 2010

Unaudited ($ in millions, foreign currencies reflected in USD equivalents)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other
Debtors

 

Total
Debtors

 

Other
Controlled

Entities (b)

 

Total Debtors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and Other

 

 

 

LBHI

 

LBSF

 

LBCS

 

LOTC

 

LCPI

 

LBCC

 

LBFP

 

LBDP

 

 

 

 

Controlled Entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Cash & Investments (4/1/10)

 

$

2,346

(c)

$

6,172

 

$

1,244

 

$

176

 

$

2,724

 

$

491

 

$

427

 

$

387

 

$

10

 

$

13,976

 

$

2,687

 

$

16,663

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sources of Cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of Advances to Aurora (d)

 

47

 

 

 

 

 

 

 

 

 

47

 

 

47

 

Compensation and Benefits Reimbursements (e)

 

1

 

 

 

 

 

 

 

 

 

1

 

 

1

 

Other Receipts

 

17

 

 

 

 

 

 

1

 

 

 

18

 

4

 

22

 

Derivatives (f)

 

 

180

 

5

 

32

 

 

 

 

 

 

217

 

 

217

 

Loans (g)

 

 

 

 

 

245

 

 

 

 

 

245

 

 

245

 

Principal Investing / Private Equity (h)

 

26

 

 

 

 

11

 

 

 

 

 

37

 

38

 

75

 

Real Estate (i)

 

107

 

 

 

 

408

 

 

 

 

 

515

 

24

 

539

 

Asia

 

 

 

 

 

 

 

 

 

 

 

16

 

16

 

South America

 

 

 

 

 

 

 

 

 

 

 

2

 

2

 

Inter-Company Transfers

 

8

 

2

 

 

 

21

 

 

 

 

 

31

 

1

 

31

 

Total Sources of Cash

 

207

 

182

 

5

 

32

 

683

 

 

1

 

 

 

1,110

 

85

 

1,195

 

Uses of Cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advances to Aurora

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and Benefits (j)

 

(15

)

 

 

 

 

 

 

 

 

(15

)

 

(15

)

Professional Fees

 

(47

)

 

 

 

 

 

 

 

 

(47

)

 

(47

)

Other Operating Expenses (k)

 

(13

)

 

 

 

 

 

 

 

 

(13

)

(1

)

(14

)

Other Non-Operating Expenses (l)

 

(29

)

 

 

 

 

 

 

 

 

(29

)

(1

)

(30

)

Bankhaus Settlement

 

 

 

 

 

 

 

 

 

 

 

 

 

JP Morgan CDA (m)

 

1

 

 

 

 

 

 

 

 

 

1

 

 

1

 

MetLife Settlement (k)

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives (n)

 

(7

)

(132

)

 

 

 

 

 

 

 

(139

)

(1

)

(139

)

Loans (o)

 

(1

)

 

 

 

(138

)

 

 

 

 

(140

)

 

(140

)

Principal Investing / Private Equity (p)

 

(3

)

 

 

 

 

 

 

 

 

(3

)

(4

)

(7

)

Real Estate (q)

 

(38

)

 

 

 

(2

)

 

 

 

 

(40

)

(10

)

(51

)

Asia

 

 

 

 

 

 

 

 

 

 

 

(4

)

(4

)

South America

 

 

 

 

 

 

 

 

 

 

 

 

 

Inter-Company Transfers

 

(1

)

(5

)

 

 

(1

)

 

(1

)

 

 

(7

)

(24

)

(31

)

Total Uses of Cash

 

(153

)

(136

)

 

 

(141

)

 

(1

)

 

 

(431

)

(46

)

(476

)

Net Cash Flow

 

54

 

46

 

5

 

32

 

542

 

 

0

 

 

 

679

 

40

 

719

 

FX Fluctuation (r)

 

 

(3

)

 

 

(3

)

 

 

 

 

(6

)

 

(6

)

Ending Cash & Investments (4/30/10) (s)

 

$

2,400

 

$

6,215

 

$

1,249

 

$

208

 

$

3,263

 

$

491

 

$

427

 

$

387

 

$

10

 

$

14,649

 

$

2,727

 

$

17,376

 

 

Totals may not foot due to rounding

 

5



 

LEHMAN BROTHERS HOLDINGS INC. and Other Debtors and Other Controlled Entities

Schedule of Cash Receipts and Disbursements (a)

April 1, 2010 - April 30, 2010

Notes:

(a) Includes cash and investment flows for all Debtors and Other Controlled Entities globally.  Corporate, Derivatives, Loans, Principal Investing/Private Equity and Real Estate activity includes bank accounts that are managed and reconciled by Lehman US and European operations.  Asia and South America activity includes bank accounts that are managed and reconciled by Lehman Asian and South American operations.

(b) Other Controlled Entities include Non-Debtor entities which are under the control of LBHI, except for cash activity associated with Aurora Bank, Woodlands Commercial Bank, Lehman Brothers Trust Company N.A., and Lehman Brothers Trust Company of Delaware, which is not reflected in this schedule.

(c) The Beginning Cash & Investments (4/1/10) balance for LBHI has been increased by $42 million from the Ending Cash & Investments (3/31/10) balance in the previous Schedule of Cash Receipts and Disbursements MOR to account for pre-petition overdraft balances, which were adjusted to $0.

(d) Reflects repayment of advances made to Aurora Bank for the court approved advance receivables facility.

(e) Reflects repayment of advances for payroll and benefits disbursements made on behalf of the following entities: Aurora Bank, Woodlands Commercial Bank, Lehman Brothers Trust Company NA., and Lehman Brothers Trust Company of Delaware.

(f) Primarily reflects settlements from counterparties and the return of collateral posted for hedging.

(g) Primarily reflects principal and interest payments from borrowers, of which a portion will be distributed to syndicated loan participants (see footnote o).

(h) Primarily reflects redemptions, distributions and/or proceeds from the sale of investments.

(i) Primarily reflects principal and interest payments on real estate loans.

(j) Compensation and Benefits includes fees paid to Alvarez & Marsal as interim management.

(k) Primarily reflects expenses related to occupancy, Transition Services Agreement, taxes, and infrastructure costs.

(l) Reflects the return of funds received by the Estate in error.

(m) Reflects a receipt from JP Morgan associated with a reconciliation of claims related to Collateral Disposition Agreement.

(n) Primarily reflects collateral posted for hedging and payments on live trades.

(o) Primarily reflects principal and interest distributed to syndicated loan participants where Lehman acts as agent.

(p) Primarily reflects capital calls on investments.

(q) Primarily reflects payments made for preservation of operating and development property assets.

(r) Reflects fluctuation in value in foreign currency bank accounts.

(s) Ending Cash and Investment balances include approximately $3.1 billion in co-mingled and segregated accounts associated with pledged assets, court ordered segregated accounts, funds administratively held by banks, and other identified funds which may not belong to the Debtors or Other Controlled Entities.  These amounts are preliminary and estimated as follows:  Debtors - LBHI $370 million, LBSF $328 million, LBCS $34 million, LCPI $2.4 billion, LBCC $5 million, Lehman Scottish Finance $2 million; and Non-Debtors $28 million, and are subject to adjustment.  Ending Cash and Investment balances exclude approximately $236 million of cash posted as collateral for derivative hedging activity; broken down as follows: LBSF $221 million and LBFP $15 million.

 



 

LEHMAN BROTHERS HOLDINGS INC. (“LBHI”)

 

BASIS OF PRESENTATION

 

SCHEDULE OF PROFESSIONAL FEE AND EXPENSE DISBURSEMENTS

 

DATED FROM FILING DATE TO APRIL 30, 2010

 

The information and data included in this Monthly Operating Report (“MOR”) are derived from sources available to Lehman Brothers Holdings Inc. (“LBHI”) and its Controlled Entities (collectively, the “Company”).  The term “Controlled Entities” refers to those entities that are directly or indirectly controlled by LBHI, and excludes, among other things, those entities that are under separate administrations in the United States or abroad, including Lehman Brothers Inc., which is the subject of proceedings under the Security Investor Protection Act.  LBHI and certain of its Controlled Entities have filed for protection under Chapter 11 of the Bankruptcy Code, and those entities are referred to herein as the “Debtors”.  The Debtors’ chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure.  The Debtors have prepared this MOR, as required by the Office of the United States Trustee, based on the information available to The Debtors at this time, but note that such information may be incomplete and may be materially deficient in certain respects.  This MOR is not meant to be relied upon as a complete description of the Debtors, their business, condition (financial or otherwise), results of operations, prospects, assets or liabilities. The Debtors reserve all rights to revise this report.

 

1.               This MOR is not prepared in accordance with U.S. generally accepted accounting principles (GAAP). This MOR should be read in conjunction with the financial statements and accompanying notes in the Company’s annual and quarterly reports that were filed with the United States Securities and Exchange Commission.

 

2.               This MOR is not audited and will not be subject to audit or review by the Company’s external auditors at any time in the future.

 

3.               The professional fee disbursements presented in this report reflect the date of actual cash payments to professional service providers.  The Debtors have incurred additional professional fee expenses during the reporting period that will be reflected in future MORs, as cash payments are made to providers.

 

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LEHMAN BROTHERS HOLDINGS INC.

Schedule of Professional Fee and Expense Disbursements (a)

April 2010

Unaudited ($ in thousands)

 

 

 

 

 

 

 

Filing Date

 

 

 

 

 

Apr-2010

 

Through Apr-2010 (b)

 

Debtors - Section 363 Professionals

 

 

 

 

 

 

 

Alvarez & Marsal LLC

 

Interim Management

 

$

15,233

 

$

277,399

 

Kelly Matthew Wright

 

Art Consultant and Auctioneer

 

 

50

(c)

Natixis Capital Markets Inc.

 

Derivatives Consultant

 

 

8,121

 

Debtors - Section 327 Professionals

 

 

 

 

 

 

 

Bingham McCutchen LLP

 

Special Counsel - Tax

 

1,077

 

11,396

 

Bortstein Legal LLC

 

Special Counsel - IT and Other Vendor Contracts

 

243

 

3,099

 

Curtis, Mallet-Prevost, Colt & Mosle LLP

 

Special Counsel - Conflicts

 

777

 

16,614

 

Discover Ready LLC

 

eDiscovery Services

 

 

6,894

(c)

Ernst & Young LLP

 

Audit and Tax Services

 

70

 

1,479

 

Hudson Global Resources

 

Contract Attorneys

 

477

 

3,487

(c)

Huron Consulting

 

Tax Services

 

138

 

2,145

 

Jones Day

 

Special Counsel - Asia and Domestic Litigation

 

3,976

 

24,459

 

Kasowitz, Benson, Torres & Friedman

 

Special Counsel - Litigation

 

23

 

23

 

Lazard Freres & Co.

 

Investment Banking Advisor

 

884

 

22,576

 

McKenna Long & Aldridge LLP

 

Special Counsel - Commercial Real Estate Lending

 

134

 

3,714

 

Pachulski Stang Ziehl & Jones

 

Special Counsel - Real Estate

 

223

 

1,000

 

Reilly Pozner LLP

 

Special Counsel - Mortgage Litigation and Claims

 

222

 

2,444

 

Simpson Thacher & Bartlett LLP

 

Special Counsel - SEC Reporting, Asset Sales, and Congressional Testimony

 

131

 

2,395

 

Weil Gotshal & Manges LLP

 

Lead Counsel

 

17,489

 

182,271

 

Windels Marx Lane & Mittendorf, LLP

 

Special Counsel - Real Estate

 

306

 

1,457

 

Debtors - Claims and Noticing Agent

 

 

 

 

 

 

 

Epiq Bankruptcy Solutions LLC

 

Claims Management and Noticing Agent

 

 

6,514

 

Creditors - Section 327 Professionals

 

 

 

 

 

 

 

FTI Consulting Inc.

 

Financial Advisor

 

3,492

 

29,903

 

Houlihan Lokey Howard & Zukin Capital Inc.

 

Investment Banking Advisor

 

637

 

7,328

 

Milbank Tweed Hadley & McCloy LLP

 

Lead Counsel

 

5,164

 

52,844

 

Quinn Emanuel Urquhart Oliver & Hedges LLP

 

Special Counsel - Conflicts

 

1,740

 

7,752

 

Richard Sheldon, Q.C.

 

Special Counsel - UK

 

30

 

105

 

Examiner - Section 327 Professionals

 

 

 

 

 

 

 

Duff & Phelps LLC

 

Financial Advisor

 

3,093

 

39,328

 

Jenner & Block LLP

 

Examiner

 

5,100

 

53,501

 

Fee Examiner

 

 

 

 

 

 

 

Feinberg Rozen LLP

 

Fee Examiner

 

505

 

1,150

 

Brown Greer Plc

 

Fee and Expense Analyst

 

10

 

155

 

Total Non-Ordinary Course Professionals

 

 

 

61,173

 

769,604

 

Debtors - Ordinary Course Professionals

 

 

 

1,075

 

23,597

 

US Trustee Quarterly Fees

 

 

 

259

 

883

 

Total Professional Fees and UST Fees (c)

 

 

 

$

62,507

 

$

794,084

 

 


(a)               All professional fees have been paid by LBHI; however, a portion has been charged back to debtor and non-debtor subsidiaries based on the direct costs associated with each entity and an allocation methodology.

(b)              The figures reflected in this table represent cash disbursements from LBHI’s filing date through the end of April 2010.  The figures do not include accruals.

(c)               Excludes professional services rendered on behalf of non-debtor entities which are invoiced separately.

 

 

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