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ELETTRONICA SICULA (JUDGMENT)
characteristics of a going concern as possible in order to attract and interest prospective buyers; it was planned to advertise ELSI's assets widely,
offering them both as a total package and as separate items - the distinct
manufacturing lines of the plant. The intention was, if the sums realized
by the sale of the assets were sufficient, to pay al1 creditors in full. Planning had however also proceeded on the basis of the "quick-sale" valuation of the assets (paragraph 18 above), which, it was recognized, was less
than the total liabilities of the Company. It was not considered possible to
continue normal production; the personnel was to be dismissed, with the
exception of some 120 key employees needed for the wind-up operation
and for continuing limited production for a time to meet (in particular)
military contracts and maintain customer contact.
23. The intended treatment of creditors in the planned liquidation, in
the event of only the "quick-sale" value being realized, was stated by the
Financial Controller of Raytheon to have been as follows :
"Ideally, we would settle first with the small creditors, subject, of
course, to the agreement of the major creditors, in order to minimize
the administrative effort during liquidation. Secured and preferred
creditors would take priority and would be paid when the assets used
for collateral were sold. Major unsecured creditors were to be paid
on a pro rata basis from within the funds realized from the sale of
assets. Then Raytheon would be called upon to satisfy any guaranteed creditor to the extent not already paid from asset sale proceeds.
We calculated that the secured and preferred creditors would receive
100 per cent of their outstanding claims, while the unsecured major
creditors who were not covered by Raytheon guarantees would
realize about 50 per cent of their claims. The latter creditors were
certain banks and Raytheon and its subsidiaries. We were confident
that an orderly liquidation of this type would be acceptable to the
creditors as it was much more favorable than could be expected
through bankruptcy."
According to the United States, settlement with al1 the smaller creditors
was regarded as a priority
"to reduce the creditors to a manageable number and also to eliminate the risk that a small irresponsible creditor would take precipitous action which would raise formidable obstacles in the way of
orderly liquidation".
Appended to one of the affidavits by officers of Raytheon and ELSI annexed to the United States Memorial were detailed calculations showing
(inter alia) various valuations of ELSI's assets, analysis of the company's