Westinghouse emerges from Chapter 11

02 August 2018

Brookfield has completed its purchase of Westinghouse Electric Company from Japan's Toshiba Corporation, marking Westinghouse's exit from Chapter 11 bankruptcy protection as a restructured company.

Installation of the containment vessel ring at Vogtle 4 (Image: Georgia Power)

Westinghouse filed for Chapter 11 bankruptcy protection with US courts in March 2017 to enable it to undergo strategic restructuring. The filing affected only its US operations, which included projects to construct four AP1000 reactors at two sites, Vogtle in Georgia, and VC Summer in South Carolina.

On 4 January, it was announced that Brookfield Business Partners, together with institutional partners - collectively known as Brookfield - had agreed to acquire 100% of Westinghouse from Toshiba for about USD4.6 billion.

Toshiba announced on 18 January it had signed a share purchase agreement under which it would sell to Brookfield all shares it holds in Westinghouse-related assets - Toshiba Nuclear Energy Holdings (US) and Toshiba Nuclear Energy Holdings (UK) Limited - for USD1.

Westinghouse's reorganisation plan - including its sale to Brookfield - was approved by the US Bankruptcy Court in March.

In April, Toshiba completed the sale to Brookfield of its shareholding in Toshiba Nuclear Energy Holdings (US) Inc - the indirect holding company of Westinghouse Electric Company.

Yesterday, Toshiba announced it had completed the sale of its shareholding in Toshiba Nuclear Energy Holdings (UK) Limited, the holding company for Westinghouse group operating companies outside the USA. The sale completed its divestment of all its previously-held Westinghouse-related shares.

"The close of this transaction marks an exciting milestone for Westinghouse as we have successfully emerged from Chapter 11, and continue to navigate a significant transformation that positions us for long-term sustainable success," said Westinghouse President and CEO José Emeterio Gutiérrez. "With the support of Brookfield, Westinghouse will continue to build on its legacy of leading the nuclear industry. Our focus is on strengthening the business, capitalizing on our global footprint and excelling in client service and innovation."

Cyrus Madon, CEO of Brookfield Business Partners said, "We are pleased to have completed this acquisition, which diversifies our business into global infrastructure services. We look forward to bringing our expertise and support to position Westinghouse for continued success as a leader in its field. We see strong prospects for the business, leveraging the deep knowledge and experience of its employees to drive excellence in client service and innovation."

Toshiba's parent company guarantees

Toshiba said today: "Now that the acquisition is completed, Toshiba plans to reverse the allowance for losses that it recorded in FY2016, ended 31 March 2017, with regard to those parent company guarantees provided by Toshiba in respect of certain of Westinghouse's businesses, under which no payments have been made to date."

Parental guarantee obligations were agreed by Toshiba and the owners of the two US AP1000 construction projects in 2008, when orders for the units were first placed with Westinghouse. Toshiba settled its parent company guarantee obligation to the owners of the Vogtle project in December 2017 and completed the early payment of outstanding amount of its parent company guarantee obligation to the owners of the VC Summer project the following month.

"As the acquisition of Westinghouse in now completed, the probability of future losses due to payment of remaining guarantee obligations is low, and Toshiba is entitled to seek indemnification from the new owner of Westinghouse for certain future payments relating to the remaining parent company guarantees," Toshiba said.

The company plans to reverse the allowance for losses of some JPY39.6 billion (USD355 million) to consolidated net income (loss) from discontinued operations before non-controlling interest, and the allowance for losses of about JPY24.3 billion to non-consolidated extraordinary income made in the second quarter of FY2018, ending 31 March 2019. The company said the impact of this reversal is already accounted for in the consolidated business results forecast announced on 15 May. At that time, the company said it expects net sales in FY2018 to total JPY3.6 trillion, with an operating income of JPY70 billion.

Researched and written by World Nuclear News