Toshiba decided to explore alternatives to sell to a third party its claims against Westinghouse Electric Company
OREANDA-NEWS. November 20, 2017. Toshiba Corporation (TOKYO: 6502) (Toshiba) announced today that , as approved by its Board of Directors, it has decided to explore alternatives to sell to a third party its claims against Westinghouse Electric Company LLC (Westinghouse), including for reimbursement, along with the investment in Westinghouse, subject to obtaining certain required regulatory approvals. The successful completion of such efforts will allow Toshiba to significantly reduce the internal resources that it is required to allocate to Westinghouse’s rehabilitation proceedings, and to focus them on cultivating its new businesses.
Following Westinghouse’s filing of Chapter 11 in March 2017, Toshiba successfully negotiated with the owners of the Vogtle project, and entered into a settlement agreement in June 2017. The agreement sets the limit of Toshiba’s parent company guarantee obligation at US $3.68 billion, and specifies that payments are to be made in installments during the period from October 2017 to January 2021. In July, Toshiba also successfully entered into a settlement agreement with the owners of the V.C. Summer project, which sets the limit of Toshiba’s parent company guarantee obligation at US $2.168 billion, and specifies that payments are to be made in installments during the period from October 2017 to September 2022.
However, both maximum guarantee amounts are specified in US dollars, and payments to both are to be made at the same time, exposing Toshiba to extremely high risks in respect of fluctuations in currency exchange rates associated with such huge amount of debt.
Further, since occurrence of the goodwill impairment in connection with Westinghouse’s acquisition of CB&I Stone & Webster Inc. (S&W), Toshiba has been required to devote material internal resources in monitoring and participating in Westinghouse’s Chapter 11 proceedings. Considering Toshiba’s other priorities that are unrelated to Westinghouse, Toshiba believes that it is the best interests of Toshiba and its stakeholders to resolve as many issues in connection with Westinghouse’s Chapter 11 proceedings as it can, as soon as practicable, in order to focus Toshiba's internal resources on its core business.
For these reasons, Toshiba has decided to find the necessary funding to offer to make early payment of the parent company guarantee obligation in the full amount, and to obtain the right to demand reimbursement from Westinghouse of the amount paid. Toshiba intends to sell its claims to a third party, including such reimbursement against Westinghouse, and also Westinghouse-related interests that it holds.
- as reported in Toshiba’s Quarterly Report of FY2017 Second Quarter as of November 9, 2017, Toshiba recorded losses regarding the parent company guarantee obligation, and made provision with respect to these assets. As a result, Toshiba recorded 1,394,157 million yen of net loss before income taxes from discontinued operation regarding the Westinghouse Group’s nuclear power systems business. Most of such loss requires an additional declaration under tax returns, the amount of which is approximately 1,400.0 billion yen, consisting of 640.0 billion yen of the shares relevant to Westinghouse, 100.0 billion yen of the loan receivables for Westinghouse, and 660.0 billion yen of the subrogation right against Westinghouse in connection with the parent company’s guarantee.
Given that Toshiba has been spending immense internal resources in connection with Westinghouse’s rehabilitation proceedings, Toshiba believes that it is highly reasonable to make early payment of the parent company guarantee obligations, to gain subrogation rights obtained by the full repayment, and to sell Westinghouse-related assets to a third party. In addition, it is also highly reasonable to now accelerate payment of the parent company guarantee obligations denominated in US dollar, as doing so will avoid uncertainty in respect of future currency exchange rates and currency fluctuation risk.