BANGOR – Bankrupt Great Northern Paper Inc. was not sold Monday to meet a court-ordered deadline because of concerns over who would be financially responsible to clean up any environmental messes left behind by previous owners.
A new date to close the $103 million sale to Brascan Corp. of Toronto tentatively has been set for May 5, about the same time that at least 300 of Great Northern’s 1,116 laid-off workers had hoped to be hired by Brascan and back on the job.
Brascan is preparing an amendment to its asset purchase agreement that essentially excludes some properties that could pose environmental problems in the future, according to Jacob Manheimer, a Portland attorney representing Brascan. The company also is preparing a list of past and present environmental hazards that it will file with the state Department of Environmental Protection, and in return DEP has agreed to limit the company’s financial responsibility for those sites.
“It’s a 100-year-old mill,” he said. “There are various things up there we’re trying to get our arms around. I don’t think this is any serious impediment to closing. It’s a speed bump.”
Brascan, Great Northern and the DEP have conducted discussions in recent weeks on ways to limit Brascan’s liability from environmental hazards. DEP Deputy Commissioner Brooke Barnes said Monday evening that one way Brascan has chosen to protect itself is to “carve out” or not include at least three properties in the sale. Those properties include two bark piles, what’s called the “red liquor” lagoon, and two old municipal dumps, one in East Millinocket and the other away from the mills. Great Northern’s previous owners could be liable for any environmental problems that develop on any of those sites, he said.
Barnes said that the list Brascan is preparing is a necessary requirement of the state’s voluntary response action program. Brascan may be asked by the DEP to clean up a couple of environmental concerns, but primarily the company would be protected from any responsibility if problems arise at any of the sites on the list.
The list wasn’t completed by Monday’s scheduled closing, and neither was a state-required 21-day waiting period for public comment on whether the DEP should transfer Great Northern’s permits to Brascan. The waiting period is over by Wednesday.
Kurt Adams, an attorney for Gov. John Baldacci, said Monday that the list takes time to prepare, but that the sale is not in any danger of falling apart.
“There’s a lot of details that need to be worked out,” Adams said. “None of them appear to be fatal.”
Manheimer agreed, noting that a few other minor details also were being made final. Among them, Brascan initially was not going to purchase a training center or an engineering facility from Great Northern. But, he said, Brascan decided to include them in the sale because the training center “is in the middle of a hard-hat area” and the company did not want to be liable if someone was hurt while en route to the building.
“What we’re trying to do is close a $100 million transaction in four weeks’ time,” he said. “In all deals, things come up when you come close to a closing.”
For almost three months, April 21 was etched in people’s minds as the day the beleaguered mills would be sold. In February, U.S. Bankruptcy Judge Louis H. Kornreich approved a timetable that set Monday as the date the mills would be sold or interim financing to maintain the properties would be withdrawn by Great Northern’s primary lender, Boeing Capital Corp. If the funding ceased, the mills would have been sold piecemeal.
There was a clause in the purchase agreement that would give Brascan another week to close the deal if Boeing agreed to extend its interim financing, but nothing was written in the agreement that stated that Kornreich would be required to sign off on the time extension and financing.
Kornreich was notified early Monday morning during a status report on Great Northern’s bankruptcy that the sale would not be wrapped up by the end of the day. But it was not until about 5 p.m. that he received a financing plan that would cover the minimum expenses to maintain the mills, plus wages for a skeleton crew of 80 people, up until May 5.
Alex Terras, a Chicago attorney representing Boeing, said the lender “was unhappy” that the mills did not sell as scheduled on Monday, but that the creditor agreed to cover salaries and expenses until Friday.
“That is our commitment for the moment,” Terras said.
After that, Brascan will pick up the expenses, which are close to $200,000 a week.
“Basically it’s whatever has to be spent to protect the assets,” Manheimer said. “It’s not in anybody’s interest to close [the mills] down today.”
On Monday, Kornreich scheduled an emergency hearing to address all of Brascan’s additions to the sales agreement for 9 a.m. Friday at Kennebec County Superior Court in Augusta. The hearing is not in U.S. Bankruptcy Court in Bangor because Kornreich had previously scheduled court hearings that day in Augusta. Kornreich also approved extending an interim health care plan for Great Northern’s employees and retirees through May 2. The plan was scheduled to expire on April 30.
In Millinocket and East Millinocket, word that the sale would not be completed until May 5 took people by surprise. Numerous people said they were aware that the deal would not be completed on Monday, but they expected it would be delayed by only a few days to allow the DEP permit transfer to be completed.
Union leaders said they were informed that April 25 would be the last day the mills would be under Great Northern’s ownership. Now the delay in completing the sale means a delay in starting up the East Millinocket paper mill. A couple of weeks ago, top officials for Brascan and its subsidiary, Nexfor-Fraser Papers Inc., said they had hoped to start up the East Millinocket mill by mid-May. They said it could be another year or more before the Millinocket mill was back on line.
Don McLaughlin, chairman of the Millinocket Town Council, said officials knew the sale could be delayed a few days for the transfer of numerous environmental licenses but added that he did not expect it to be delayed by a few weeks. The pushed-back closure date is disheartening for the East Millinocket mill workers who were gearing up to go back to work in a couple of weeks.
“I’m disappointed for the people in East Millinocket,” he said.
Bruce Cox, a union president representing East Millinocket workers, said the millworkers want to get off the unemployment lines.
“It’s two more weeks they won’t have a paycheck other than unemployment,” Cox said. “The sooner we get back to work and on the payroll, the sooner it will help the economy in the area.”
Clint Linscott, chairman of the East Millinocket Board of Selectmen, said people are getting used to surprises in Great Northern’s bankruptcy proceeding.
“We will just have to ride it out,” Linscott said. “We are going to have to have patience and follow it through. There is still a light at the end of the tunnel. We can’t quite reach it, but it’s there.”
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