This document provides notice of Patriot Coal Corporation's motion seeking court approval to conduct rights offerings as part of its chapter 11 reorganization plan. Specifically, the motion seeks authorization to enter into a backstop purchase agreement with certain funds to ensure sufficient proceeds are raised in the rights offerings. The rights offerings will allow eligible creditors to purchase new senior secured notes and warrants. The motion also seeks approval of the proposed rights offerings procedures. Objections to the motion are due by October 30, with a hearing scheduled for November 6.
NBI, Inc. and William J. Amann, Esq. presents: The Automatic Stay and Bank...William J. Amann
It is my honor to present a 90 minute national, teleconference on the Bankruptcy Code's Automatic Stay (11 U.S.C. sec. 362). Join us for an insightful, fast-paced, comprehensive and lively discussion of the Automatic Stay. This seminar is perfect for attorneys at any practice level, bankers, lenders, business owners and debtors. The seminar promises to be educational but interesting and a lasting and exceptional resource.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking approval of procedures for interim compensation and reimbursement of expenses for professionals retained in the chapter 11 case. The motion requests that professionals be allowed to submit monthly fee applications for payment of 80% of fees and 100% of expenses, with interim fee applications submitted every three months. The procedures are intended to streamline the payment process in this large chapter 11 case.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking approval of procedures for interim compensation and reimbursement of expenses for professionals retained in the chapter 11 case. The motion requests that professionals be allowed to submit monthly fee applications for payment of 80% of fees and 100% of expenses, with interim fee applications submitted every three months. The procedures are consistent with those approved in other large chapter 11 cases and will help streamline the professional compensation process.
Doc770 order confirming trustee's amended plan of liquidation for the debtormalp2009
This order confirms the Trustee's Amended Plan of Liquidation for the debtor FirstPlus Financial Group, Inc. The order finds that:
1) The Plan complies with the applicable provisions of the Bankruptcy Code.
2) All parties received proper notice of the Plan and Confirmation Hearing.
3) The classification of claims and interests under the Plan satisfies the requirements of the Bankruptcy Code.
4) The Trustee has met his burden of proof to confirm the Plan.
This document is an objection filed by the United States Trustee to motions filed by Petitioning Creditors and Alleged Debtors to seal certain documents filed with the court. The U.S. Trustee does not oppose sealing documents pending a ruling on whether the bankruptcy cases will proceed, but argues that any sealing should end if the court finds cause to open bankruptcy cases, as the information would then become public. The U.S. Trustee asserts that bankruptcy law favors public disclosure of information relevant to creditors and parties in interest.
This document is a notice of motion filed in the United States Bankruptcy Court for the Northern District of Illinois regarding Debtors' motion to approve entry into a plan sponsor agreement with NRG Energy, Inc. and related relief. Key details include:
- Debtors have entered into an agreement with NRG Energy, Inc. to acquire substantially all of Debtors' assets and equity interests, to be effectuated through a chapter 11 plan.
- The agreement is supported by Debtors' major creditor groups, including an official unsecured creditors committee, a group of senior unsecured noteholders, and parties related to certain of Debtors' power plants.
- The notice sets an objection deadline of October 22, 2013
This document is a bench ruling from a bankruptcy judge on a motion to compel arbitration related to a debtor's cash collateral motion. The judge analyzes applicable case law and determines that:
1) Whether a debtor has authority to use cash collateral is fundamentally a bankruptcy issue, not a contractual dispute.
2) The parties did not agree to arbitrate issues relating to a debtor's rights under the Bankruptcy Code, as those rights were created by Congress and differ from pre-bankruptcy contractual rights.
3) Therefore, the motion to compel arbitration of the debtor's cash collateral motion is denied, as use of cash collateral is a core bankruptcy issue not subject to the arbitration agreement.
This document is a motion filed in United States Bankruptcy Court requesting an order to shorten the notice period for a hearing on the appointment of a trustee. The motion was filed by petitioning creditors against Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.), who were recently subject to involuntary bankruptcy petitions. The motion argues that exigent circumstances exist due to conflicts of interest and mismanagement by the company's controlling shareholder, Yucaipa, that threaten creditor interests. As such, an expedited hearing is requested to consider appointing a trustee to assume control of the debtors.
NBI, Inc. and William J. Amann, Esq. presents: The Automatic Stay and Bank...William J. Amann
It is my honor to present a 90 minute national, teleconference on the Bankruptcy Code's Automatic Stay (11 U.S.C. sec. 362). Join us for an insightful, fast-paced, comprehensive and lively discussion of the Automatic Stay. This seminar is perfect for attorneys at any practice level, bankers, lenders, business owners and debtors. The seminar promises to be educational but interesting and a lasting and exceptional resource.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking approval of procedures for interim compensation and reimbursement of expenses for professionals retained in the chapter 11 case. The motion requests that professionals be allowed to submit monthly fee applications for payment of 80% of fees and 100% of expenses, with interim fee applications submitted every three months. The procedures are intended to streamline the payment process in this large chapter 11 case.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking approval of procedures for interim compensation and reimbursement of expenses for professionals retained in the chapter 11 case. The motion requests that professionals be allowed to submit monthly fee applications for payment of 80% of fees and 100% of expenses, with interim fee applications submitted every three months. The procedures are consistent with those approved in other large chapter 11 cases and will help streamline the professional compensation process.
Doc770 order confirming trustee's amended plan of liquidation for the debtormalp2009
This order confirms the Trustee's Amended Plan of Liquidation for the debtor FirstPlus Financial Group, Inc. The order finds that:
1) The Plan complies with the applicable provisions of the Bankruptcy Code.
2) All parties received proper notice of the Plan and Confirmation Hearing.
3) The classification of claims and interests under the Plan satisfies the requirements of the Bankruptcy Code.
4) The Trustee has met his burden of proof to confirm the Plan.
This document is an objection filed by the United States Trustee to motions filed by Petitioning Creditors and Alleged Debtors to seal certain documents filed with the court. The U.S. Trustee does not oppose sealing documents pending a ruling on whether the bankruptcy cases will proceed, but argues that any sealing should end if the court finds cause to open bankruptcy cases, as the information would then become public. The U.S. Trustee asserts that bankruptcy law favors public disclosure of information relevant to creditors and parties in interest.
This document is a notice of motion filed in the United States Bankruptcy Court for the Northern District of Illinois regarding Debtors' motion to approve entry into a plan sponsor agreement with NRG Energy, Inc. and related relief. Key details include:
- Debtors have entered into an agreement with NRG Energy, Inc. to acquire substantially all of Debtors' assets and equity interests, to be effectuated through a chapter 11 plan.
- The agreement is supported by Debtors' major creditor groups, including an official unsecured creditors committee, a group of senior unsecured noteholders, and parties related to certain of Debtors' power plants.
- The notice sets an objection deadline of October 22, 2013
This document is a bench ruling from a bankruptcy judge on a motion to compel arbitration related to a debtor's cash collateral motion. The judge analyzes applicable case law and determines that:
1) Whether a debtor has authority to use cash collateral is fundamentally a bankruptcy issue, not a contractual dispute.
2) The parties did not agree to arbitrate issues relating to a debtor's rights under the Bankruptcy Code, as those rights were created by Congress and differ from pre-bankruptcy contractual rights.
3) Therefore, the motion to compel arbitration of the debtor's cash collateral motion is denied, as use of cash collateral is a core bankruptcy issue not subject to the arbitration agreement.
This document is a motion filed in United States Bankruptcy Court requesting an order to shorten the notice period for a hearing on the appointment of a trustee. The motion was filed by petitioning creditors against Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.), who were recently subject to involuntary bankruptcy petitions. The motion argues that exigent circumstances exist due to conflicts of interest and mismanagement by the company's controlling shareholder, Yucaipa, that threaten creditor interests. As such, an expedited hearing is requested to consider appointing a trustee to assume control of the debtors.
The Individual Chapter 11 Double Whammy CondundrumJanine Lee
1) The Sixth Circuit held that the absolute priority rule continues to apply to individual debtors in Chapter 11 bankruptcy, meaning they can only retain post-petition property and not pre-petition property if creditors are not paid in full.
2) The case involved an individual debtor, Cardin, who owed over $1 million to Ice House but proposed a bankruptcy plan that would allow him to keep pre-petition assets while only paying Ice House $124,000.
3) The Sixth Circuit found that the 2005 bankruptcy law amendments subject individual Chapter 11 debtors to the "double whammy" of having to use both pre-petition property and post-filing earnings to repay creditors in order to
This document provides an overview and agenda for an interactive seminar on current developments in ERISA litigation. It summarizes key provisions of ERISA related to civil enforcement, fiduciary duties, statute of limitations, subrogation claims, employer stock fund litigation, and the contraceptive mandate. It also outlines Supreme Court cases on these issues like US Airways v. McCutchen on subrogation, pending cases like Fifth Third Bancorp v. Dudenhoeffer on the fiduciary duty regarding employer stock funds, and implications of decisions.
2009 BIOL503 Class 8 Intellectual Property IV Supporting Doc: City of Hope v....Karol Pessin
This document summarizes a Supreme Court of California case between City of Hope National Medical Center and Genentech, Inc. regarding royalties from a 1976 research collaboration agreement. The jury found Genentech breached its fiduciary duty and contract, awarding $300 million in compensatory damages and $200 million in punitive damages. The Supreme Court affirms the compensatory damages but sets aside punitive damages, finding no fiduciary relationship existed. While the contract terms were ambiguous, extrinsic evidence showed the parties did not intend City of Hope's royalty rights to apply to products not using DNA synthesized by City of Hope or to settlement proceeds not involving patent infringement.
Doc723 motion to vacate claims & stay further proceedingmalp2009
The Chapter 11 Trustee filed a motion to vacate claims orders and stay further proceedings related to two claims filed against the bankruptcy estate. The claims, totaling $275,000 each, were based on promissory notes related to the debtor's purchase of a company called Premier. After the claims orders were entered allowing the claims in part, an indictment was filed describing how organized crime figures took control of the debtor and looted it for their personal benefit through fraudulent transactions like the one involving Premier. The indictment revealed that one of the claimants, Learned, was controlled by one of the crime figures and was used to defraud the debtor and launder money as part of the scheme.
This document provides instructions for a legal research and writing assignment requiring the student to locate and summarize various legal authorities, including federal and state statutes and case law. It includes directions to find and summarize the content of 28 U.S.C. §§ 1331, 1332, and 1333, and to locate two federal cases and two state cases, summarizing the main issue in each case. The document also provides partial citations and requires the student to complete them. Finally, it instructs the student to locate Miranda v. Arizona in an unofficial reporter and quote portions of the opinion.
King county-superior-court-order-on-rha-v-city-of-seattle-22421Roger Valdez
This order denies the plaintiffs' motion for summary judgment and grants the defendant's cross-motion for summary judgment. It finds that the three Seattle ordinances establishing defenses to eviction due to financial hardship during COVID-19 do not conflict with state law and are therefore not preempted. While the ordinance provision staying late fees is preempted, the rest can be harmonized with state eviction statutes as establishing substantive defenses rather than conflicting with the statutes' procedural framework. Controlling Washington precedent has established that the state eviction laws provide only procedures, not substantive rights, so local governments can permissibly provide additional defenses.
A SYNOPSIS OF THE REGISTRATION AND ENFORCEMENT OF FOREIGN JUDGMENTS IN NIGERIANnagozie Azih
The registration and enforcement of foreign judgments in Nigeria is governed by two statutes - the Reciprocal Enforcement of Judgments Ordinance 1922 and the Foreign Judgments (Reciprocal Enforcement) Act 1961. The 1922 Ordinance applies to judgments from UK and other Commonwealth countries, while the 1961 Act applies to other foreign countries if an order is made by the Minister of Justice. However, the 1961 Act has not been brought into effect through a Ministerial Order to date. As such, only judgments from countries covered by the 1922 Ordinance can currently be registered and enforced in Nigeria. The requirements and process for registering foreign judgments are outlined in the two statutes.
This case involves a dispute over entitlement to a partial refund of a special assessment paid into a fund to repair defects in a condominium building. The previous owners, who paid the special assessment, sold the property to the current owners. After the repairs were completed, there was a refund remaining in the fund. Both the previous and current owners claimed entitlement to the refund. The court found that the sale contract between the parties implicitly allocated the risk of any refund or future assessment to the purchasers. As such, the court ruled that the current owners were entitled to the refund as there was a valid contract between the parties providing a juristic reason for the enrichment.
OCR opened a compliance review of Concentra Health Services (Concentra) upon receiving a breach report that an unencrypted laptop was stolen from one of its facilities, the Springfield Missouri Physical Therapy Center. OCR’s investigation revealed that Concentra had previously recognized in multiple risk analyses that a lack of encryption on its laptops, desktop computers, medical equipment, tablets and other devices containing electronic protected health information (ePHI) was a critical risk. While steps were taken to begin encryption, Concentra’s efforts were incomplete and inconsistent over time leaving patient PHI vulnerable throughout the organization. OCR’s investigation further found Concentra had insufficient security management processes in place to safeguard patient information. Concentra has agreed to pay OCR $1,725,220 to settle potential violations and will adopt a corrective action plan to evidence their remediation of these findings.
This letter requests a pre-motion conference regarding an anticipated motion to dismiss an amended complaint filed against Digicel Haiti. It summarizes that the amended complaint should be dismissed for failing to meet pleading standards under FRCP 8(a), 9(b), and 12(b)(6), and based on the act-of-state doctrine and forum non conveniens. Specifically, the letter argues that the amended complaint does not provide a short, plain statement of claims, engages in impermissible group pleading, lacks specific allegations of fraud, and requires invalidating acts of the Haitian government.
This document discusses a bankruptcy court case regarding the sale of an internet domain name. The key points are:
1) The debtor (Heath Global) had agreed to purchase the "Invest.com" domain name from Jim Magner for $2 million in installments over two years.
2) After Heath Global missed an installment payment, Magner sent a notice purporting to terminate the agreement based on a clause allowing termination if a payment was not cured within 7 days.
3) Before the 7-day cure period expired, Heath Global filed for bankruptcy. The bankruptcy court found the agreement had automatically terminated pre-petition.
4) On appeal, the district court found that the agreement
RJonesPortfolio-SampleBiLatNDAConfidAgreeRebekah Jones
This document is a draft confidentiality agreement between The Company and Rebekah Jones. It outlines that both parties wish to disclose certain technical and proprietary information to each other confidentially for evaluation purposes. The agreement defines Confidential Information and stipulates that it will only be shared between the parties and used solely to evaluate a potential formal agreement. Both parties agree to maintain confidentiality and destroy or return Confidential Information after completion of the agreement. The agreement does not constitute any license, representation or warranty regarding the information shared.
The petitioning creditors filed a motion requesting permission to file redacted versions of confidential pleadings and exhibits under seal in bankruptcy proceedings against Allied Systems Holdings, Inc. and Allied Systems, Ltd. The pleadings and exhibits contain confidential commercial information from credit agreements. The motion argues that public disclosure of this confidential information would violate the credit agreements.
The document summarizes a court case in which native Hawaiian beneficiaries sued the State of Hawaii for failing to adequately fund the Department of Hawaiian Home Lands as mandated by the state constitution. It provides background on the history of the constitutional provision, including testimony from delegates that it was amended to replace discretionary funding with mandatory funding in order to prevent DHHL from having to fund its administrative costs through land leasing revenues. The court findings state that between 1976-1978, DHHL's administrative budget came primarily from special funds, and that the State failed to meet its constitutional obligation after 1978 by not appropriating sufficient general funds, forcing DHHL to use its own revenues instead.
The debtors filed a motion seeking court approval of a Plan Support Agreement between the debtors, Clean Harbors, and Guggenheim. The Plan Support Agreement provides for Clean Harbors to sponsor a plan of reorganization to purchase EEHI's stock in EOI (effectively purchasing EOI's business as a going concern) and implement a financial restructuring. The motion seeks an order authorizing the debtors to enter into the Plan Support Agreement and take necessary steps to consummate its terms, including obtaining approval of bidding procedures, a disclosure statement, and plan confirmation.
This case involves a dispute over insurance proceeds from an automobile accident settlement. Plaintiff Glenn Cody received $25,000 from the insurer of the at-fault driver, but had over $29,500 in medical expenses. Defendant MILA paid $17,632.18 of Plaintiff's medical expenses and asserts an equitable lien over the settlement funds. Plaintiff disputes the validity of MILA's lien. Plaintiff was also insured by Defendant Farm Bureau, which provided $25,000 in UM coverage, but disputes its applicability. The Court must determine the validity of MILA's lien to then address potential liability of Farm Bureau.
The court denied the State's motion for reconsideration regarding the court's prior ruling that DHHL requires $28 million or more for its FY 2015-2016 administrative and operating budget. The court found substantial evidence supported its factual finding of the funding amount needed. The court also found that ordering compliance with the constitutional requirement to sufficiently fund DHHL's administrative expenses was an appropriate remedy and did not violate separation of powers, as the Hawaii Supreme Court held this issue was justiciable.
The court document discusses a case between NML Capital and the Republic of Argentina. It summarizes that the February 23, 2012 order was affirmed on appeal but remanded for clarification. However, high officials in Argentina have declared they will not pay holders of original bonds, in violation of the court's order. As a result, the court vacates the stay on the February 23 order and directs that order be carried out immediately, requiring Argentina to pay into an escrow account in time for the December 15, 2012 bond payment. The amended February 23 order is also being issued.
United Western Bank v Office of Thrift Supervision-1Liana Prieto
This document summarizes a court case from the United States District Court for the District of Columbia regarding United Western Bank's challenge of the appointment of the Federal Deposit Insurance Corporation (FDIC) as the receiver of the bank by the Acting Director of the Office of Thrift Supervision (OTS). The court granted in part and denied in part motions to dismiss filed by OTS, the Acting Director, FDIC as receiver, and FDIC in its corporate capacity. The court found that United Western Bank could proceed with its claims against OTS and the Acting Director, but that the claims of the bank's holding company and individual directors, as well as claims against FDIC, must be dismissed.
This document is a consent decree between the United States of America, Hawaii Department of Health, and Hawaii Department of Transportation regarding alleged violations of the Clean Water Act by Hawaii Department of Transportation for failing to comply with stormwater discharge permits and an EPA administrative order. The consent decree establishes requirements for Hawaii Department of Transportation to comply with the Clean Water Act and its stormwater discharge permits for Honolulu and Kalaeloa Barbers Point Harbors, including developing stormwater management plans and implementing best management practices. It outlines general provisions, definitions, requirements for compliance, approval processes, certifications, injunctive relief, penalties, dispute resolution, and other terms of the agreement.
This notice provides the agenda for a May 31, 2012 hearing in the United States Bankruptcy Court for the District of Delaware regarding two alleged debtors, Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.). The notice lists two matters that will be heard: 1) A motion by the alleged debtors to transfer venue of the cases to the U.S. Bankruptcy Court for the Northern District of Georgia, and 2) A motion by the alleged debtors to file an unredacted version of the venue transfer motion. No objections have been filed regarding either motion.
This document is an objection filed by petitioning creditors BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Ltd., and Spectrum Investment Partners, LP in response to a motion by alleged debtors Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.) to transfer venue of involuntary bankruptcy cases from the U.S. Bankruptcy Court for the District of Delaware to the U.S. Bankruptcy Court for the Northern District of Georgia. The petitioning creditors argue that the motion to transfer venue is procedurally defective and substantively objectionable. They assert the motion is premature until an order for relief is entered, and the alleged debtors have not met their burden to show transfer is in the
The Individual Chapter 11 Double Whammy CondundrumJanine Lee
1) The Sixth Circuit held that the absolute priority rule continues to apply to individual debtors in Chapter 11 bankruptcy, meaning they can only retain post-petition property and not pre-petition property if creditors are not paid in full.
2) The case involved an individual debtor, Cardin, who owed over $1 million to Ice House but proposed a bankruptcy plan that would allow him to keep pre-petition assets while only paying Ice House $124,000.
3) The Sixth Circuit found that the 2005 bankruptcy law amendments subject individual Chapter 11 debtors to the "double whammy" of having to use both pre-petition property and post-filing earnings to repay creditors in order to
This document provides an overview and agenda for an interactive seminar on current developments in ERISA litigation. It summarizes key provisions of ERISA related to civil enforcement, fiduciary duties, statute of limitations, subrogation claims, employer stock fund litigation, and the contraceptive mandate. It also outlines Supreme Court cases on these issues like US Airways v. McCutchen on subrogation, pending cases like Fifth Third Bancorp v. Dudenhoeffer on the fiduciary duty regarding employer stock funds, and implications of decisions.
2009 BIOL503 Class 8 Intellectual Property IV Supporting Doc: City of Hope v....Karol Pessin
This document summarizes a Supreme Court of California case between City of Hope National Medical Center and Genentech, Inc. regarding royalties from a 1976 research collaboration agreement. The jury found Genentech breached its fiduciary duty and contract, awarding $300 million in compensatory damages and $200 million in punitive damages. The Supreme Court affirms the compensatory damages but sets aside punitive damages, finding no fiduciary relationship existed. While the contract terms were ambiguous, extrinsic evidence showed the parties did not intend City of Hope's royalty rights to apply to products not using DNA synthesized by City of Hope or to settlement proceeds not involving patent infringement.
Doc723 motion to vacate claims & stay further proceedingmalp2009
The Chapter 11 Trustee filed a motion to vacate claims orders and stay further proceedings related to two claims filed against the bankruptcy estate. The claims, totaling $275,000 each, were based on promissory notes related to the debtor's purchase of a company called Premier. After the claims orders were entered allowing the claims in part, an indictment was filed describing how organized crime figures took control of the debtor and looted it for their personal benefit through fraudulent transactions like the one involving Premier. The indictment revealed that one of the claimants, Learned, was controlled by one of the crime figures and was used to defraud the debtor and launder money as part of the scheme.
This document provides instructions for a legal research and writing assignment requiring the student to locate and summarize various legal authorities, including federal and state statutes and case law. It includes directions to find and summarize the content of 28 U.S.C. §§ 1331, 1332, and 1333, and to locate two federal cases and two state cases, summarizing the main issue in each case. The document also provides partial citations and requires the student to complete them. Finally, it instructs the student to locate Miranda v. Arizona in an unofficial reporter and quote portions of the opinion.
King county-superior-court-order-on-rha-v-city-of-seattle-22421Roger Valdez
This order denies the plaintiffs' motion for summary judgment and grants the defendant's cross-motion for summary judgment. It finds that the three Seattle ordinances establishing defenses to eviction due to financial hardship during COVID-19 do not conflict with state law and are therefore not preempted. While the ordinance provision staying late fees is preempted, the rest can be harmonized with state eviction statutes as establishing substantive defenses rather than conflicting with the statutes' procedural framework. Controlling Washington precedent has established that the state eviction laws provide only procedures, not substantive rights, so local governments can permissibly provide additional defenses.
A SYNOPSIS OF THE REGISTRATION AND ENFORCEMENT OF FOREIGN JUDGMENTS IN NIGERIANnagozie Azih
The registration and enforcement of foreign judgments in Nigeria is governed by two statutes - the Reciprocal Enforcement of Judgments Ordinance 1922 and the Foreign Judgments (Reciprocal Enforcement) Act 1961. The 1922 Ordinance applies to judgments from UK and other Commonwealth countries, while the 1961 Act applies to other foreign countries if an order is made by the Minister of Justice. However, the 1961 Act has not been brought into effect through a Ministerial Order to date. As such, only judgments from countries covered by the 1922 Ordinance can currently be registered and enforced in Nigeria. The requirements and process for registering foreign judgments are outlined in the two statutes.
This case involves a dispute over entitlement to a partial refund of a special assessment paid into a fund to repair defects in a condominium building. The previous owners, who paid the special assessment, sold the property to the current owners. After the repairs were completed, there was a refund remaining in the fund. Both the previous and current owners claimed entitlement to the refund. The court found that the sale contract between the parties implicitly allocated the risk of any refund or future assessment to the purchasers. As such, the court ruled that the current owners were entitled to the refund as there was a valid contract between the parties providing a juristic reason for the enrichment.
OCR opened a compliance review of Concentra Health Services (Concentra) upon receiving a breach report that an unencrypted laptop was stolen from one of its facilities, the Springfield Missouri Physical Therapy Center. OCR’s investigation revealed that Concentra had previously recognized in multiple risk analyses that a lack of encryption on its laptops, desktop computers, medical equipment, tablets and other devices containing electronic protected health information (ePHI) was a critical risk. While steps were taken to begin encryption, Concentra’s efforts were incomplete and inconsistent over time leaving patient PHI vulnerable throughout the organization. OCR’s investigation further found Concentra had insufficient security management processes in place to safeguard patient information. Concentra has agreed to pay OCR $1,725,220 to settle potential violations and will adopt a corrective action plan to evidence their remediation of these findings.
This letter requests a pre-motion conference regarding an anticipated motion to dismiss an amended complaint filed against Digicel Haiti. It summarizes that the amended complaint should be dismissed for failing to meet pleading standards under FRCP 8(a), 9(b), and 12(b)(6), and based on the act-of-state doctrine and forum non conveniens. Specifically, the letter argues that the amended complaint does not provide a short, plain statement of claims, engages in impermissible group pleading, lacks specific allegations of fraud, and requires invalidating acts of the Haitian government.
This document discusses a bankruptcy court case regarding the sale of an internet domain name. The key points are:
1) The debtor (Heath Global) had agreed to purchase the "Invest.com" domain name from Jim Magner for $2 million in installments over two years.
2) After Heath Global missed an installment payment, Magner sent a notice purporting to terminate the agreement based on a clause allowing termination if a payment was not cured within 7 days.
3) Before the 7-day cure period expired, Heath Global filed for bankruptcy. The bankruptcy court found the agreement had automatically terminated pre-petition.
4) On appeal, the district court found that the agreement
RJonesPortfolio-SampleBiLatNDAConfidAgreeRebekah Jones
This document is a draft confidentiality agreement between The Company and Rebekah Jones. It outlines that both parties wish to disclose certain technical and proprietary information to each other confidentially for evaluation purposes. The agreement defines Confidential Information and stipulates that it will only be shared between the parties and used solely to evaluate a potential formal agreement. Both parties agree to maintain confidentiality and destroy or return Confidential Information after completion of the agreement. The agreement does not constitute any license, representation or warranty regarding the information shared.
The petitioning creditors filed a motion requesting permission to file redacted versions of confidential pleadings and exhibits under seal in bankruptcy proceedings against Allied Systems Holdings, Inc. and Allied Systems, Ltd. The pleadings and exhibits contain confidential commercial information from credit agreements. The motion argues that public disclosure of this confidential information would violate the credit agreements.
The document summarizes a court case in which native Hawaiian beneficiaries sued the State of Hawaii for failing to adequately fund the Department of Hawaiian Home Lands as mandated by the state constitution. It provides background on the history of the constitutional provision, including testimony from delegates that it was amended to replace discretionary funding with mandatory funding in order to prevent DHHL from having to fund its administrative costs through land leasing revenues. The court findings state that between 1976-1978, DHHL's administrative budget came primarily from special funds, and that the State failed to meet its constitutional obligation after 1978 by not appropriating sufficient general funds, forcing DHHL to use its own revenues instead.
The debtors filed a motion seeking court approval of a Plan Support Agreement between the debtors, Clean Harbors, and Guggenheim. The Plan Support Agreement provides for Clean Harbors to sponsor a plan of reorganization to purchase EEHI's stock in EOI (effectively purchasing EOI's business as a going concern) and implement a financial restructuring. The motion seeks an order authorizing the debtors to enter into the Plan Support Agreement and take necessary steps to consummate its terms, including obtaining approval of bidding procedures, a disclosure statement, and plan confirmation.
This case involves a dispute over insurance proceeds from an automobile accident settlement. Plaintiff Glenn Cody received $25,000 from the insurer of the at-fault driver, but had over $29,500 in medical expenses. Defendant MILA paid $17,632.18 of Plaintiff's medical expenses and asserts an equitable lien over the settlement funds. Plaintiff disputes the validity of MILA's lien. Plaintiff was also insured by Defendant Farm Bureau, which provided $25,000 in UM coverage, but disputes its applicability. The Court must determine the validity of MILA's lien to then address potential liability of Farm Bureau.
The court denied the State's motion for reconsideration regarding the court's prior ruling that DHHL requires $28 million or more for its FY 2015-2016 administrative and operating budget. The court found substantial evidence supported its factual finding of the funding amount needed. The court also found that ordering compliance with the constitutional requirement to sufficiently fund DHHL's administrative expenses was an appropriate remedy and did not violate separation of powers, as the Hawaii Supreme Court held this issue was justiciable.
The court document discusses a case between NML Capital and the Republic of Argentina. It summarizes that the February 23, 2012 order was affirmed on appeal but remanded for clarification. However, high officials in Argentina have declared they will not pay holders of original bonds, in violation of the court's order. As a result, the court vacates the stay on the February 23 order and directs that order be carried out immediately, requiring Argentina to pay into an escrow account in time for the December 15, 2012 bond payment. The amended February 23 order is also being issued.
United Western Bank v Office of Thrift Supervision-1Liana Prieto
This document summarizes a court case from the United States District Court for the District of Columbia regarding United Western Bank's challenge of the appointment of the Federal Deposit Insurance Corporation (FDIC) as the receiver of the bank by the Acting Director of the Office of Thrift Supervision (OTS). The court granted in part and denied in part motions to dismiss filed by OTS, the Acting Director, FDIC as receiver, and FDIC in its corporate capacity. The court found that United Western Bank could proceed with its claims against OTS and the Acting Director, but that the claims of the bank's holding company and individual directors, as well as claims against FDIC, must be dismissed.
This document is a consent decree between the United States of America, Hawaii Department of Health, and Hawaii Department of Transportation regarding alleged violations of the Clean Water Act by Hawaii Department of Transportation for failing to comply with stormwater discharge permits and an EPA administrative order. The consent decree establishes requirements for Hawaii Department of Transportation to comply with the Clean Water Act and its stormwater discharge permits for Honolulu and Kalaeloa Barbers Point Harbors, including developing stormwater management plans and implementing best management practices. It outlines general provisions, definitions, requirements for compliance, approval processes, certifications, injunctive relief, penalties, dispute resolution, and other terms of the agreement.
This notice provides the agenda for a May 31, 2012 hearing in the United States Bankruptcy Court for the District of Delaware regarding two alleged debtors, Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.). The notice lists two matters that will be heard: 1) A motion by the alleged debtors to transfer venue of the cases to the U.S. Bankruptcy Court for the Northern District of Georgia, and 2) A motion by the alleged debtors to file an unredacted version of the venue transfer motion. No objections have been filed regarding either motion.
This document is an objection filed by petitioning creditors BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Ltd., and Spectrum Investment Partners, LP in response to a motion by alleged debtors Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.) to transfer venue of involuntary bankruptcy cases from the U.S. Bankruptcy Court for the District of Delaware to the U.S. Bankruptcy Court for the Northern District of Georgia. The petitioning creditors argue that the motion to transfer venue is procedurally defective and substantively objectionable. They assert the motion is premature until an order for relief is entered, and the alleged debtors have not met their burden to show transfer is in the
Frank A. Anderson, an attorney for the Pension Benefit Guaranty Corporation (PBGC), files a notice of appearance and request for electronic notice in the Chapter 11 bankruptcy case of Allied Systems Holdings, Inc. Anderson certifies that he is a member in good standing of the DC and Eastern District of Wisconsin bars and will submit to this Court's jurisdiction. He requests notice of all matters in the bankruptcy case on behalf of the PBGC.
The Alleged Debtors filed a motion requesting the court's permission to file an unredacted version of their Motion to Transfer Venue under seal. They argue the unredacted version contains sensitive commercial information regarding their financial condition and restructuring negotiations that could harm their business if disclosed publicly. The Alleged Debtors state they have publicly filed a redacted version, and the unredacted version would only be available to the court and specific receiving parties subject to confidentiality restrictions. They believe this balancing of interests appropriately protects their sensitive information while still allowing for consideration of the merits of their transfer motion.
The document is a court order authorizing the assumption of a Restructuring Support Agreement between Devonshire PGA Holdings, LLC and its affiliates (the "Debtors") and ELP West Palm, LLC as Senior Lender ("ELP") in the Debtors' Chapter 11 bankruptcy cases. The order approves the Debtors' assumption of the Restructuring Support Agreement effective upon entry of the order. The order also provides that the Restructuring Support Agreement is binding on the parties, modifies the automatic stay to allow termination of the agreement if applicable, and retains jurisdiction for the court to resolve any disputes regarding implementation of the order.
This document is a 9-page court filing related to case 12-71188-bem. It includes the case number, document number, filing date, and page numbers but no other descriptive text.
This document is a certificate of service for a response filed by Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.) regarding a motion by petitioning creditors BDCM Opportunity Fund II, LP, Black Diamond CLO 2005-1 Adviser L.L.C., and Spectrum Investment Partners LP to shorten time for a hearing on appointing a trustee. The certificate lists the parties that were served the response by mail or hand delivery on May 21, 2012.
Friend finder transaction support agreementRandall Reese
The document appears to be a 40-page court exhibit filed on September 17, 2013 in the case of 13-12404-CSS. However, the content of the exhibit is not provided in the document text. It only lists page numbers and headers repeating the case information across 40 numbered pages, so no essential information could be summarized from the content.
This document is a memorandum of decision from a United States bankruptcy court regarding a motion by common stockholders of Eastman Kodak Company seeking the appointment of an official committee of equity security holders. The court denies the motion, finding that an equity committee is not necessary and would be too costly. The court had previously denied a similar motion a year earlier. Key factors in the court's decision include the low likelihood that equity holders would receive any distribution in the bankruptcy, the adequacy of existing representation of stakeholder interests, and the potential for delay of the bankruptcy proceedings. The stockholders failed to provide evidence that Kodak had materially undervalued its business or patent portfolio such that equity holders might recover value.
Revstone sale transaction support agreement summaryRandall Reese
This document summarizes key terms of an agreement related to the sale of automotive assets. It outlines conditions that must be met for the agreement to take effect, including various parties executing related agreements. It then details milestones and deadlines for the sale of different business units, including Metavation, Contech facilities, Eptec's non-damper business, and CLS assets. Specific deadlines are set for tasks like obtaining letters of intent, executing asset purchase agreements, holding auctions, and completing sales. Failure to meet the milestones would constitute a violation of the agreement.
The document appears to be a case filing with numbered pages but no other distinguishing content on each page. It includes 25 sequentially numbered pages filed on August 15, 2013 for Case 13-12089.
This notice provides an amended agenda for a telephonic status conference scheduled for May 22, 2012 at 1:00 PM in the United States Bankruptcy Court for the District of Delaware regarding two alleged debtors, Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.). The agenda includes two motions to be considered at the status conference: 1) an expedited motion by petitioning creditors for the appointment of a Chapter 11 trustee and related documents in support, and 2) a motion to shorten time for notice of the hearing on the motion to appoint a trustee.
This document summarizes a statement of financial affairs filed by Fletcher International, Ltd. in its Chapter 11 bankruptcy case. The statement provides global notes regarding limitations and disclosures for Fletcher's schedules of assets and liabilities. It notes that the schedules are unaudited and subject to ongoing review. It also describes Fletcher's accounting policies and treatments.
The document is an affidavit from Jeffrey A. Schaffer, the Managing Member of Spectrum Group Management LLC, in support of a motion by petitioning creditors for the appointment of a Chapter 11 trustee in the bankruptcy cases of Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.).
Mr. Schaffer states that Spectrum is a lender under both the first lien and second lien credit agreements with Allied. He adopts statements from another affidavit in support of the motion. He attaches copies of the second lien credit agreement and several amendments as exhibits.
This affidavit provides background information and summarizes recent events regarding Allied Systems Holdings, Inc. and Allied Systems, LTD. (L.P.) (collectively "Allied"), who filed for Chapter 11 bankruptcy in 2005 and emerged in 2007.
Events of default occurred under Allied's credit agreements due to its deteriorating financial condition. In order to prevent majority shareholder Yucaipa from gaining control and harming lender interests, an amendment placed restrictions on Yucaipa becoming a lender, including limits on the amount of loans it could acquire.
This affidavit supports a motion by petitioning creditors to appoint a Chapter 11 trustee for Allied, claiming Yucaipa's actions have harmed their
The document is a 25-page court filing in the case of 13-10060-MFW filed on June 18, 2013. It includes page numbers but no other distinguishing content on each page.
- Cordillera Golf Club, LLC filed for Chapter 11 bankruptcy and sought to retain PricewaterhouseCoopers LLP as its financial advisor.
- PwC has expertise in financial advisory services for distressed companies and experience working on bankruptcy cases.
- The application requests the court approve PwC's retention to provide services such as evaluating strategic alternatives, advising on cash flow projections, and assisting with required bankruptcy reports and schedules.
This document is an amended plan of reorganization filed in the United States Bankruptcy Court for LodgeNet Interactive Corporation and its affiliates, who are debtors in Chapter 11 bankruptcy cases. The plan proposes reorganizing the debtors' capital structure and financial obligations under Chapter 11 of the Bankruptcy Code. It defines key terms used in the plan and establishes classes of claims and interests to determine how prepetition obligations will be treated under the plan.
This document is an affidavit from Mark Weinsten in support of LodgeNet Interactive Corporation filing for Chapter 11 bankruptcy and the relief sought in various first day motions. It provides background on LodgeNet's financial difficulties and proposed restructuring, including a $60 million investment from Colony Capital in exchange for 100% ownership of reorganized LodgeNet under a prepackaged Chapter 11 plan that has already received creditor support. The affidavit also summarizes various motions seeking court approval of procedures to allow LodgeNet to continue operating in bankruptcy with minimal disruption.
Doc1037 robert oneil paul ballard_todd hickman_seeking approval_settlement & ...malp2009
This document is a Trustee's Motion to Approve Compromise and Settlement with Defendants Robert O'Neal, Paul Ballard and Todd Hickman in an Adversary proceeding. The Trustee is seeking the court's approval of a settlement agreement between the Trustee and the Defendants that would allow portions of the Defendants' claims against the Debtor's estate and resolve all claims between the parties. Key terms of the settlement include allowing 75% of O'Neal's claim, 60% of Ballard's claim, and 60% of Hickman's claim. The Trustee believes the settlement is in the best interest of the estate to avoid costly and uncertain litigation.
The Second Circuit's decision in In re BGI, Inc. extended the doctrine of equitable mootness to Chapter 11 liquidation proceedings. Previously, the doctrine had only been applied to Chapter 11 reorganizations in the Second Circuit. The decision recognized that substantial interests favor preventing tardy disruption of confirmed and substantially consummated Chapter 11 liquidation plans, just as with reorganization plans. While other circuits have also applied equitable mootness to liquidations, its application varies between circuits, with some being more favorable to creditors and others more favorable to debtors.
The debtor, Cordillera Golf Club, LLC, filed an application seeking approval to retain GA Keen Realty Advisors, LLC as its real estate advisor nunc pro tunc to the petition date. GA Keen Realty will assist the debtor by raising debt or equity capital to fund a reorganization plan, refinance properties, or sell properties. GA Keen Realty will receive transaction fees ranging from 2-6% of proceeds depending on the type of transaction closed. The application seeks to waive certain fee application requirements and employ GA Keen Realty under an incentive-based fee structure customary for its commercial real estate advisory services.
This document is an application filed in the United States Bankruptcy Court for the District of Delaware by Cordillera Golf Club, LLC seeking approval to retain GA Keen Realty Advisors, LLC as its real estate advisor. Cordillera Golf Club filed for Chapter 11 bankruptcy protection and requires assistance assessing the highest and best use of its owned real property and obtaining capital for its business. The application requests that GA Keen Realty be approved as Cordillera's real estate advisor nunc pro tunc to the petition date under the terms of a retention agreement between the two parties. GA Keen Realty has experience advising other debtors in bankruptcy cases and working with Cordillera since prior to the bankruptcy filing.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking authorization to retain and pay certain professionals utilized in the ordinary course of business without requiring each professional to file a formal application for employment. The motion proposed procedures for retaining ordinary course professionals, including requiring the professionals to file declarations of disinterestedness, limiting monthly payments to $25,000 per professional absent a fee application, and requiring the debtor to file quarterly reports on payments to the professionals. The debtor argued this relief was necessary to avoid disruption to its business operations and pending litigation matters.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking authorization to retain and pay certain professionals utilized in the ordinary course of business without requiring each professional to file a formal application for employment. The motion proposed procedures for retaining ordinary course professionals, including requiring the professionals to file declarations of disinterestedness, limiting monthly payments to $25,000 per professional absent a fee application, and requiring the debtor to file quarterly reports on payments to the professionals. The debtor argued this relief was necessary to avoid disruption to its business operations and pending litigation matters.
1) Plaintiff Global Merchant filed a complaint and application for pre-arbitral attachment and stay of proceedings pending arbitration against Defendant Agri Feed for breach of contract and fraud related to the sale and delivery of hay.
2) The contract between the parties contained an arbitration clause requiring the use of CIETAC for dispute resolution. It is alleged that Defendant Agri Feed forged laboratory test results to receive payment under the letter of credit for substandard hay.
3) Plaintiff argues that California law allows for pre-arbitral attachment to prevent assets from being hidden or dissipated during arbitration proceedings. The remaining issue is whether CIETAC rules providing temporary relief would supersede California law.
This document is an application filed by Cordillera Golf Club, LLC (the "Debtor") in the United States Bankruptcy Court for the District of Delaware seeking approval to retain the law firm Foley & Lardner LLP ("Foley") as its general bankruptcy counsel. The application provides background on the Debtor's Chapter 11 bankruptcy filing and requests that the retention of Foley be approved nunc pro tunc to the petition date to represent the Debtor in the bankruptcy case. It describes Foley's qualifications and experience in bankruptcy matters and outlines the services Foley will provide and its proposed compensation structure including hourly billing rates.
This document is an application filed by Cordillera Golf Club, LLC (the "Debtor") requesting that the Court approve the retention of Foley & Lardner LLP ("Foley") as the Debtor's general bankruptcy counsel. The application provides background on the Debtor's Chapter 11 bankruptcy filing and describes Foley's qualifications to serve as counsel. It also discloses Foley's prior representation of the Debtor as well as certain affiliates, and requests authorization for Foley to continue representing those parties in unrelated matters, provided there is no conflict with the bankruptcy case. Notice of the application will be provided to key parties, and the Debtor requests approval of Foley's retention nunc pro tunc to the
This document is a stipulation and order modifying a previous judgment in a divorce case between Gary W. XXXXXX and Barbara K. XXXXXX. It stipulates that (1) Barbara will receive $84,659 from Gary's 401(k) plan, ownership of their Florida condo, funds from rental and personal bank accounts, and levies against Gary's accounts; (2) these transfers settle all child and spousal support claims; (3) the 401(k) transfer is non-taxable; (4) Gary's additional child and spousal support obligations are deemed satisfied; and (5) enforcement actions against Gary will be terminated upon execution of this order.
This document summarizes a court case between First American Title Insurance Company, Winnebago County Title Company, and TCF Bank regarding a mortgage on a property owned by Patricia Bartholomew. TCF Bank held the first mortgage on the property as a revolving line of credit. Winnebago acted as an agent in a second mortgage taken out by Bartholomew. Winnebago paid off the TCF Bank mortgage but TCF did not release its lien. Bartholomew then took out more funds through the revolving credit and defaulted. The court found that TCF Bank was not legally required to release the lien until the revolving credit was cancelled by Bartholomew. However
This order addresses motions filed by landowners seeking attorneys' fees and costs from Atlantic Coast Pipeline (ACP) following ACP's abandonment of eminent domain proceedings to obtain an easement on the landowners' property for a natural gas pipeline. The court disagrees with a Ninth Circuit decision and finds that, under the Uniform Relocation Assistance and Real Property Acquisition Policies Act, landowners are entitled to reimbursement of reasonable litigation expenses from the private company exercising federal eminent domain authority. As such, the court will determine appropriate reimbursement for the landowners' attorney fees and costs incurred due to the condemnation proceeding. The court also denies ACP's request for limited discovery on the landowners' fee arrangements with counsel.
These Slides will help in understanding the procedure of Debt Recovery Tribunal briefly along with the requirement for filing an application before the Tribunal.
These slides will give overview of the Debt Recovery Tribunal and its Working of the Tribunal. Further it will help in understanding the requirements for filing an application under the Act.
The document provides an overview of Debt Recovery Tribunals (DRTs) in India. Key points:
- DRTs were constituted under the Recovery of Debts Due to Banks and Financial Institutions Act to allow for faster recovery of debts compared to civil courts.
- DRTs have jurisdiction over cases where the debt owed is over Rs. 10 lakhs. They are aimed to settle cases within 180 days.
- DRTs are headed by a Presiding Officer who must be qualified as a district judge. Recovery Officers execute orders to recover debts.
- Original Applications are filed with the DRT to recover debts, along with documents as proof. Interim orders can restrain sale of assets until the
Bp settlement final_order_and_judgment_on_economic_class_settlementMichael J. Evans
This order grants final approval of the Economic and Property Damages Settlement Agreement relating to the 2010 Deepwater Horizon oil spill in the Gulf of Mexico. It confirms certification of the Economic Class for settlement purposes and confirms the appointments of class counsel, claims administrators, and trustees. The order finds that class notice was adequate, dismisses class members' related claims with prejudice, and retains jurisdiction to implement and enforce the settlement.
Doc962 freeman group motion compromise & settlement_ a walk-awaymalp2009
The Trustee filed a motion seeking court approval of a compromise and settlement agreement between the Trustee and the Freeman Parties. The agreement provides that Robert Freeman and David Ward will withdraw their respective $92,500 proof of claims against the estate with prejudice, and the Trustee will dismiss the Freeman Parties from an adversary proceeding. The agreement achieves a walk-away settlement and full mutual release of claims between the parties. The Trustee believes the settlement is in the best interest of creditors and the estate by avoiding substantial time and costs of litigation, despite believing there are good objections to the proof of claims.
Similar to Patriot coal backstop purchase agreement (20)
The document is a 43-page legal filing that contains no substantive information. It consists of repetitive page headers on each page indicating it was filed on October 24, 2012 as document 5-1 of case 12-17804-pmc. No other notable details are provided in the document.
Rural metro restructuring support agreement p1Randall Reese
The document appears to be a 94-page court filing related to a case from 2013. It includes repeated references to pages in a document filed on a given date, but there is no other contextual information provided.
This document is a plan support agreement between Newland International Properties Corp. (the "Debtor") and holders of at least a majority of the Debtor's outstanding 9.50% Senior Secured Notes due 2014 (the "Initial Supporting Noteholders"). The agreement provides that the parties will support a prepackaged bankruptcy plan to restructure the Debtor's obligations under the Notes. Key terms include: (1) the Debtor and Initial Supporting Noteholders will negotiate restructuring documents consistent with the terms in an attached term sheet; (2) the Initial Supporting Noteholders agree to vote in favor of the prepackaged bankruptcy plan and direct the Notes' trustee to cooperate; and (3) the Debt
This document is a plan support agreement between KIT digital, Inc. and three sponsors (JEC Capital Partners, Ratio Capital Partners, and Prescott Group Capital Management) to implement a restructuring of KIT digital's debt. Key points:
- The sponsors deposited $1.5 million in escrow and committed to fund the restructuring.
- The parties agree to support a chapter 11 plan of reorganization consistent with the terms in Exhibit A, which sets forth the restructuring proposal.
- The sponsors and company agree not to support any alternative restructuring transactions, except the company can consider superior offers if required by its fiduciary duties to shareholders.
The document is a 25-page court filing in the case 13-10060-MFW filed on June 18, 2013. However, it does not contain any substantive information beyond procedural identifiers on each page.
The document appears to be a court filing related to a bankruptcy case from May 31, 2013. It includes page numbers but no other distinguishing content on each of 24 numbered pages. The document provides identifying information about a case and filing but lacks substantive information about its purpose or contents.
This 6-page document contains no text, only headers indicating it is a court filing related to case 13-11456, document 817-1, filed on October 18, 2013. The document is labeled Exhibit A and consists of 6 blank pages with a note that signature pages have been redacted from an original filing.
This document is a plan support agreement between GMX Resources Inc., Diamond Blue Drilling Inc., Endeavor Pipeline Inc. (collectively, the "Debtors"), holders of Senior Secured Notes ("Consenting Senior Secured Noteholders"), and the Official Committee of Unsecured Creditors ("Creditors' Committee"). The parties agree to support a restructuring plan under Chapter 11 of the Bankruptcy Code consistent with the terms of the attached term sheet. The parties will seek Bankruptcy Court approval of the plan support agreement and work together in good faith to negotiate definitive agreements to implement the restructuring plan.
The document is a 9-page legal filing related to case number 13-30340. It includes boilerplate language identifying the case number, date of filing, and page numbers. No other substantive information is provided in the document.
The document appears to be a case filing containing 40 numbered pages related to Case 13-10164. It includes documentation of filed documents and dates but no other contextual information that would help summarize the essential information or high-level purpose of the case filing.
This document is a restructuring support agreement between Excel Maritime Carriers Limited and its subsidiaries (the "Company") and the consenting lenders (the "Consenting Lenders"). It sets forth the terms for a restructuring of the Company as outlined in an attached term sheet. The parties agree to support a pre-arranged reorganization plan for the Company consistent with the term sheet. The Consenting Lenders agree to support the restructuring and plan, not take actions to oppose or delay them, and waive any defaults related to the restructuring. The parties will negotiate definitive restructuring documents consistent with the term sheet and agreement.
This 3-page court document from June 10, 2013 pertains to Case 13-11153-CSS. It contains standard legal language and formatting across its 3 pages but does not include any substantive details about the specific case or its proceedings.
Cengage restructuring support agreementRandall Reese
This document is a declaration filed in support of Cengage Learning's chapter 11 bankruptcy petition and various first day motions. It provides background on Cengage Learning, describing its businesses, recent industry trends including a transition to digital formats, and events leading to its bankruptcy filing. The declaration was submitted by Cengage Learning's Chief Financial Officer to support the company's restructuring goals in chapter 11 and need for the relief requested in the first day motions.
Rural metro restructuring support agreement p2Randall Reese
The document appears to be a case filing with the title "Case 13-11952-KJC, Doc 69-3, Filed 08/07/13" that consists of 101 numbered pages without any other distinguishing content on each page.
The document is a notice from the United States Bankruptcy Court regarding a transcript filed from a proceeding on May 22, 2012 in the case of Allied Systems Holdings, Inc. The notice outlines deadlines for parties to file requests for redaction of personal information in the transcript and restrictions on public access to the transcript. If no redaction request is filed by June 15, 2012, the transcript may be made available electronically to the public on August 23, 2012 unless extended by court order.
The document is a notice from the United States Bankruptcy Court regarding a transcript filed from a May 22nd proceeding involving Allied Systems Holdings. It provides deadlines of 7 days to file a notice of intent to request redaction and 15 days to file a request for redaction of the transcript. If no request is filed, the transcript may be made available electronically after August 23rd unless extended by court order. The notice informs how to access the transcript for reviewing and redacting.
This document summarizes a bankruptcy court hearing regarding involuntary bankruptcy petitions filed against Allied Systems Holdings, Inc. and Allied Systems Ltd. by petitioning creditors represented by Schulte Roth & Zabel. The petitioning creditors filed motions for the appointment of a trustee and to shorten the time for a hearing on that motion. Allied Systems' counsel responded and filed a motion to transfer venue to another court. During discussions between the parties, issues regarding the involuntary petitions were resolved based on Allied Systems' stated intentions in its filings. As a result, the petitioning creditors believe the cases can now move forward in an expedited manner.
This document is a motion and proposed order to admit Jeffrey W. Kelley pro hac vice to represent Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.) in their Chapter 11 bankruptcy cases. Christopher M. Samis, a Delaware attorney, moves for Mr. Kelley's admission. Mr. Kelley is a member in good standing of the Georgia bar and is admitted to practice in Georgia state courts and federal district and bankruptcy courts in Georgia. The certification also states that Mr. Kelley will submit to this Court's disciplinary jurisdiction and has paid the required fee.
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UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
In re
PATRIOT COAL CORPORATION, et al.,
1
Debtors.
Chapter 11
Case No. 12-51502-659
(Jointly Administered)
Objection Deadline:
October 30, 2013 at 4:00 p.m.
(prevailing Central Time)
Hearing Date:
November 6, 2013 at 10:00 a.m.
(prevailing Central Time)
Hearing Location:
Courtroom 7 North
NOTICE OF THE DEBTORS’ MOTION FOR ENTRY OF AN ORDER PURSUANT TO
11 U.S.C. §§ 363(b)(1) AND 105(a) (i) AUTHORIZING ENTRY INTO A BACKSTOP
PURCHASE AGREEMENT, (ii) AUTHORIZING THE DEBTORS TO CONDUCT THE
RIGHTS OFFERINGS IN CONNECTION WITH THE DEBTORS’ JOINT PLAN OF
REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE AND
(iii) APPROVING RIGHTS OFFERINGS PROCEDURES
PLEASE TAKE NOTICE that this motion is scheduled for hearing on November 6,
2013, at 10:00 a.m. (prevailing Central Time), in Bankruptcy Courtroom Seventh Floor North, in
the Thomas F. Eagleton U.S. Courthouse, 111 South Tenth Street, St. Louis, Missouri 63102.
WARNING: ANY RESPONSE OR OBJECTION TO THIS MOTION MUST BE
FILED WITH THE COURT BY 4:00 P.M. (PREVAILING CENTRAL TIME) ON
OCTOBER 30, 2013. A COPY MUST BE PROMPTLY SERVED UPON THE
UNDERSIGNED. FAILURE TO FILE A TIMELY RESPONSE MAY RESULT IN THE
COURT GRANTING THE RELIEF REQUESTED PRIOR TO THE HEARING DATE.
1
The Debtors are the entities listed on Schedule 1 attached hereto. The employer tax identification
numbers and addresses for each of the Debtors are set forth in the Debtors’ chapter 11 petitions.
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DEBTORS’ MOTION FOR ENTRY OF AN ORDER PURSUANT TO 11 U.S.C.
§§ 363(b)(1) AND 105(a) (i) AUTHORIZING ENTRY INTO A BACKSTOP PURCHASE
AGREEMENT, (ii) AUTHORIZING THE DEBTORS TO CONDUCT THE RIGHTS
OFFERINGS IN CONNECTION WITH THE DEBTORS’ JOINT PLAN OF
REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
AND (iii) APPROVING RIGHTS OFFERINGS PROCEDURES
Patriot Coal Corporation (“Patriot Coal” or the “Company”) 2 and its
subsidiaries that are debtors and debtors in possession in these proceedings (collectively, the
“Debtors”), hereby submit this motion (the “Motion”), pursuant to sections 363(b)(1) and
105(a) of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 6004 of the
Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for entry of an order3 (1)
authorizing entry into a backstop purchase agreement (the “Backstop Purchase Agreement”)
among the Debtors and the proposed rights offerings backstop parties (the “Backstop Parties”)
on the terms and conditions summarized herein, (2) authorizing the Debtors to conduct rights
offerings (the “Rights Offerings”) pursuant to which the Debtors will offer Eligible Holders (as
defined below) of Allowed Senior Notes Claims, Allowed Convertible Notes Claims and
Allowed General Unsecured Claims and the Backstop Parties rights to purchase 15% senior
secured second lien notes issued by the Reorganized Debtors (such rights offering, the “Notes
Rights Offering”, and such notes, the “Notes”)4 and Warrants exercisable for New Class A
Common Stock of the Reorganized Debtors (such rights offering, the “Warrants Rights
2
Terms not defined herein shall have the meaning given to such terms in the Plan (as defined below).
3
A copy of the proposed order granting the relief requested in the Motion (the “Proposed Order”) will be
provided to the Core Parties (as defined below) and the Backstop Parties. A copy of the Proposed Order will be
made available at www.patriotcaseinfo.com/orders.php.
4
The Notes will be governed by an indenture and subject to a registration rights agreement, the forms of
which will be filed as Plan Supplements.
2
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Offering”, and such warrants, the “Warrants”)5 and (3) approving the Debtors’ proposed
procedures for the Rights Offerings to be implemented in connection with the Debtors’ First
Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [ECF No.
4762] (as amended, modified or supplemented from time to time, and together with all exhibits,
annexes and schedules thereto, the “Plan”), including the Eligibility Form, Subscription Form,
Certification Period Transfer Notice and the Post-Certification Period Transfer Notice (the
“Rights Offerings Forms”) to be used in connection with the Rights Offerings (such procedures
and accompanying forms, the “Rights Offerings Procedures”).6 In support of this Motion, the
Debtors respectfully state as follows:
Background
1.
On July 9, 2012 (the “Petition Date”), each Debtor other than Brody
Mining, LLC and Patriot Ventures LLC (collectively, the “Initial Debtors”) commenced with
the United States Bankruptcy Court for the Southern District of New York (the “SDNY
Bankruptcy Court”) a voluntary case under chapter 11 of the Bankruptcy Code. On December
19, 2012, the SDNY Bankruptcy Court entered an order transferring the Initial Debtors’ chapter
11 cases to this Court (the “Transfer Order”) [ECF No. 1789]. Subsequently, Brody Mining,
LLC and Patriot Ventures LLC (together, the “New Debtors”) each commenced its chapter 11
case by filing a petition for voluntary relief with this Court on September 23, 2013. The Debtors
are authorized to operate their businesses and manage their properties as debtors in possession
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Initial Debtors’ cases are
5
The Warrants will be governed by a warrant agreement and the Class A Common Stock will be subject to
a registration rights agreement, the forms of which will be filed as Plan Supplements.
6
The Rights Offerings Procedures will be provided to the Core Parties and the Backstop Parties and made
available at www.patriotcaseinfo.com.
3
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being jointly administered pursuant to Bankruptcy Rule 1015(b) and the Joint Administration
Order entered on July 10, 2012 [ECF No. 30], and the New Debtors’ cases are being jointly
administered with the Debtors’ cases pursuant to Bankruptcy Rule 1015(b) and the Order
Directing Joint Administration of Chapter 11 Cases entered by this Court on September 27, 2013
in each of the New Debtors’ chapter 11 cases.
2.
On September 6, 2013, the Debtors filed the Debtors’ Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code [ECF No. 4606] (the “Initial Plan”).
Following the filing of the Initial Plan, the Debtors continued to engage in discussions with
investors regarding a transaction that would provide hundreds of millions of dollars of
emergence financing for the Estates.
3.
The Debtors also continued their negotiations with the UMWA, Arch Coal, Inc.
and Peabody Energy Corporation in an attempt to reach global settlements with these parties and
resolve the risks and uncertainties created by the parties’ ongoing litigation, provide necessary
liquidity to the Debtors and provide funding to the UMWA VEBA.
4.
On October 9, the Debtors filed the Plan and the Disclosure Statement for
Debtors’ First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code
[ECF No. 4763] (as may be amended , restated or otherwise modified after the date hereof, the
“Disclosure Statement”), which reflected new sources of liquidity resulting from these
extensive efforts, consisting of a $250 million commitment by certain funds and accounts
managed and/or advised by Knighthead Capital Management, LLC (collectively, “Knighthead”)
to backstop the Rights Offerings (such commitment, the “Backstop Commitment”) and $150
4
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million in incremental value and liquidity on account of the Arch Settlement and Peabody
Settlement.7
5.
Together, the Rights Offerings, Backstop Commitment, Arch Settlement and
Peabody Settlement form the cornerstones of the Debtors’ Plan, which the Debtors believe
provides substantially greater value to the Estates and a more expeditious emergence from
chapter 11 than any other alternative. The Rights Offerings Term Sheet (as defined below) has
been consented to and is supported by the Creditors’ Committee and the UMWA, subject to the
definitive documentation.
Jurisdiction
6.
This Court has subject matter jurisdiction over this matter pursuant to 28 U.S.C.
§ 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b) and may be heard and
determined by the Bankruptcy Court. Venue is proper before this Court pursuant to 28 U.S.C.
§§ 1408 and 1409.
Overview of the Backstop Purchase Agreement
7.
The primary purpose of the Backstop Commitment is to ensure that the Debtors
have sufficient proceeds from the Rights Offerings to, among other things, fund their operations
upon exit from bankruptcy, as well as to refinance the Company’s existing debtor-in-possession
financing facility, fund the non-union retiree VEBA, honor their ongoing obligations under the
UMWA 1974 Pension Plan and Trust, pay certain fees and expenses and provide working capital
for the Reorganized Debtors.
8.
Under the terms and conditions of the Backstop Purchase Agreement, (i) the
Company has agreed to distribute to the Backstop Parties, Rights to purchase up to 40% of the
7
The Peabody Settlement also provides the UMWA VEBA with $310 million over the next four years.
5
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Rights Offering Notes and up to 40% of the Rights Offering Warrants for an aggregate
subscription price of $100,000,010 and (ii) the Backstop Parties have committed (with respect to
Knighthead, on a joint and several basis, and, with respect to the other Backstop Parties, if any,
on a several but not joint and several basis) to purchase, for the applicable subscription price, all
of the Rights Offering Notes and Rights Offering Warrants that are not purchased by Eligible
Holders in the Rights Offerings.
9.
The Debtors expect that the proceeds of the Rights Offerings, combined with the
Exit Credit Facilities and the cash and credit support received pursuant to the settlements with
Arch and Peabody, will provide the Debtors with the liquidity necessary for consummation of
the Plan.
10.
The Backstop Purchase Agreement, which will serve as the definitive
documentation of the Backstop Commitment, is being negotiated on the basis of the term sheet
(the “Rights Offerings Term Sheet”), dated as of October 9, 2013, among the Debtors and the
Backstop Parties, and consented to by the Creditors’ Committee and the UMWA, attached as
Appendix D to the Disclosure Statement.8 Among the other terms and conditions to be set forth
in the Backstop Purchase Agreement, the Backstop Purchase Agreement will require that:9
•
Backstop Fee: The Debtors shall pay a backstop commitment fee (the “Backstop
Fee”) in an amount equal to 5% of the Rights Offerings Amount, payable to the
Backstop Parties in the form of additional Notes and additional Warrants in an
aggregate combined principal amount equal to the Backstop Fee.
•
Rights Offerings: Each of the Rights Offerings shall be effected by means of the
issuance of Rights to the Certified Eligible Holders (as defined in the Rights
8
The Backstop Purchase Agreement will be provided to the Core Parties and made available at
www.patriotcaseinfo.com in advance of the hearing on the Motion.
9
Any description or summary of the Backstop Purchase Agreement in this Motion is qualified in all
respects by reference to the Backstop Purchase Agreement and, if there is any inconsistency between this Motion
and the Backstop Purchase Agreement, the Backstop Purchase Agreement shall govern.
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Offerings Procedures) of Allowed Senior Notes Claims, Allowed Convertible
Notes Claims and/or Allowed General Unsecured Claims and the Backstop
Parties. The Certified Eligible Holders shall be offered Rights to purchase up to
60% of the Rights Offering Notes and up to 60% of the Rights Offering Warrants,
and the Backstop Parties shall be offered Rights to purchase up to 40% of the
Rights Offering Notes and up to 40% of the Rights Offering Warrants.
Additionally, each Certified Eligible Holder and each Backstop Party shall have
the opportunity to subscribe to a greater number of Rights than initially allocated
to such party to the extent that there are any Unsubscribed Rights, as further
described below.
•
Termination Rights: Prior to the Effective Date, the commitment of the Backstop
Parties to purchase the Rights Offering Notes and the Rights Offering Warrants
set forth in the Backstop Purchase Agreement shall terminate and all of the
obligations of the Debtors (other than the obligations of the Debtors to (i) pay the
Breakup Fee, if applicable, (ii) pay the reimbursable fees and expenses, and (iii)
satisfy their indemnification obligations, in each case, as and to the extent set
forth in the Backstop Purchase Agreement), shall be of no further force or effect,
upon the giving of written notice of termination by the Backstop Parties, in the
event that any of the items set forth below, among others, occurs, each of which
may be waived in writing by the Backstop Parties:
o since the date of the Rights Offerings Term Sheet, there shall have been a
Material Adverse Change (as defined in the Rights Offerings Term Sheet);
o the Bankruptcy Court shall not have entered an order approving the
Backstop Purchase Agreement, including the Breakup Fee, the Backstop
Fee and the Expense Reimbursement (as defined below) on or prior to
November 8, 2013;
o the Bankruptcy Court enters an order confirming a plan of reorganization
other than the Plan;
o the Company shall have failed to comply with all or any of its obligations
or covenants set forth herein or in the Backstop Purchase Agreement in
any material respect or it shall be reasonably apparent that it shall be
unable to satisfy each of the conditions to closing on or before the
Effective Date and such failure or inability remains uncured or continues
for a period of 10 Business Days following delivery of written notice
thereof to the Company by the Backstop Parties;
o the Company shall have breached any of the representations and
warranties made or deemed made in any material respect; or
o the Effective Date shall not have occurred by December 31, 2013.
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Conditions Precedent: The obligation of the Backstop Parties to participate in the
Rights Offerings and to purchase the Rights Offering Notes and the Rights
Offering Warrants in the Backstop Commitment will be conditioned upon
satisfaction of certain terms and conditions on or prior to the Effective Date,
including the following:
o Upon the Effective Date (following satisfaction of all administrative
claims and bankruptcy costs and expenses) immediately following the
consummation of the Rights Offerings, the Company’s unrestricted cash
balance shall not be less than $175.0 million (which shall include the $15
million dollar cash collateral posted by the Company in respect of federal
black lung benefits even if not yet released by the Department of Labor),
net of any amount in respect of the Expense Reimbursement, assuming, on
a pro forma basis, no borrowings under the First Lien Exit Facilities’
revolving facility, and its working capital accounts shall have been
managed in a manner generally consistent with past practice;
o The Debtors shall have entered into the Peabody Settlement, which shall
have become effective substantially in accordance with its terms on the
Effective Date;
o The Debtors shall have entered into the Arch Settlement, which shall have
become effective substantially in accordance with its terms on the
Effective Date;
o The Company and the UMWA shall have executed a final and binding
amended version of the VEBA Funding Agreement to reflect the terms set
forth in the Rights Offerings Term Sheet with respect to funding the
VEBA, and the VEBA shall have been funded with the amount
contemplated by the Rights Offerings Term Sheet;
o The Company shall have entered into definitive documentation for the
First Lien Exit Facilities on or before the Effective Date in form and
substance reasonably satisfactory to the Backstop Parties;
o The certificate of incorporation, bylaws and other corporate governance
documents of the Reorganized Debtors shall provide to the Backstop
Parties pre-emptive rights in the event the Company issues or proposes to
issue any equity securities and shall otherwise be in form and substance
acceptable to the Backstop Parties;
o The Registration Rights Agreement shall be in form and substance
consistent with the Rights Offerings Term Sheet and reasonably
acceptable to the Backstop Parties;
o Except as otherwise provided, the Plan, the Disclosure Statement, the
Confirmation Order and any material documents, including, without
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limitation, the amended VEBA Funding Agreement, shall be in form and
substance reasonably acceptable to the Backstop Parties;
o The Backstop Purchase Agreement shall have been approved by the
Bankruptcy Court by November 8, 2013, and shall not have terminated;
o Since the date of the Rights Offering Term Sheet, there shall have not
been a Material Adverse Change, as defined therein;
o The Plan shall have become, or simultaneously with the issuance of the
Rights Offering Notes and the Rights Offering Warrants will become,
effective.
•
Plan Support: The Backstop Purchase Agreement will contain customary plan
support provisions.
•
Expenses: Whether or not the transactions contemplated hereunder or the
Backstop Purchase Agreement are consummated, the Debtors shall pay the
reasonable and documented out-of-pocket fees and expenses of counsel to the
Backstop Parties relating to the preparation, negotiation and execution of the
Backstop Purchase Agreement, the Plan, the Offerings Procedures, the Rights
Offerings Term Sheet, the Plan documents or the Postconfirmation Organizational
Documents (as defined in the Rights Offerings Term Sheet) (including, without
limitation, in connection with the successful enforcement of any of rights and
remedies under such documents) and (ii) in the event the Debtors and the
Backstop Parties agree that the Backstop Parties require a financial advisor in
connection with litigation regarding the Plan and the Rights Offerings and the
transactions contemplated thereby, one financial advisor in an amount to be
agreed between the Debtors and the Backstop Parties (the “Expense
Reimbursement”).
•
No-Shop: The parties to the Backstop Purchase Agreement and their advisors and
representatives will not, directly or indirectly, take any action to solicit, initiate,
encourage or assist the submission of, or enter into any discussions, negotiations
or agreements regarding, any proposal, negotiation or offer relating to a
transaction, or series of transactions, whether pursuant to a plan of reorganization,
liquidation or otherwise, or merger, consolidation or combination or any other
disposition of all or substantially all of the assets of or equity, capital stock or
ownership interests in the Company and its subsidiaries, with or sponsored by any
entity other than the Backstop Parties (such transaction, an “Alternative
Transaction,” and such prohibition, the “No-Shop Provision”); provided,
however, that if the Company receives, after the execution date of the Backstop
Purchase Agreement, a bona fide unsolicited Alternative Transaction proposal,
and the Debtors’ board of directors (the “Board”) reasonably determines in its
good faith judgment that: (i) such Alternative Transaction provides a higher and
better economic recovery to the Debtors’ estates than that proposed in the Rights
Offerings Term Sheet; (ii) the Board’s fiduciary obligations require it to direct the
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Company to accept such Alternative Transaction proposal; and (iii) such
Alternative Transaction is from a proponent that the Board has reasonably
determined is capable to consummate such Alternative Transaction; then the
Board may terminate the Backstop Purchase Agreement; provided further,
however, that (A) the Company has been in compliance with the No-Shop
Provision through the time of such proposed termination (including notifying the
Backstop Parties in writing of such Alternative Transaction prior to any
discussions (other than accepting an initial inbound communication) regarding
such Alternative Transaction taking place); and (B) the Company gives the
Backstop Parties at least five (5) business days’ written notice (accompanied by
the proposal and any materials supporting such Alternative Transaction) and
negotiates in good faith with and provides the Backstop Parties an opportunity to
propose a revised transaction, before the earliest to occur of: (x) the Company
exercising any permitted termination right in accordance with the Backstop
Purchase Agreement, (y) the Company entering into such Alternative Transaction,
and (z) the Company filing a motion with the Bankruptcy Court seeking approval
of such Alternative Transaction, provided, further, the Company shall pay to the
Backstop Parties the Breakup Fee in accordance with the Backstop Purchase
Agreement. The Creditors’ Committee will be permitted to exercise a fiduciary
out substantially consistent with the terms of the Company’s fiduciary out, subject
to the payment to the Backstop Parties of the Breakup Fee in accordance with the
Backstop Purchase Agreement.
•
Breakup Fee: In the event the Debtors or the Creditors’ Committee enter into or
seek court authority to enter into an Alternative Transaction with or sponsored by
any entity other than the Backstop Parties, the Company shall pay to the Backstop
Parties or any other party that assumes and funds such Backstop Party’s
Commitment Amount a fee of $10.0 million in cash (the “Breakup Fee”);
provided, however, that the Breakup Fee shall not be payable in the event that the
Rights Offerings are not consummated due to (i) the termination of the Backstop
Purchase Agreement by the Backstop Parties as a result of the failure of one or
more conditions precedent to the Backstop Parties’ obligations thereunder to be
satisfied or waived by the Backstop Parties or (ii) the termination of the Backstop
Purchase Agreement following any uncured breach of the Backstop Purchase
Agreement by one or more Backstop Parties, in each case, other than due to a
breach of the no-shop provision of the Backstop Purchase Agreement by the
Company or the other Debtors.
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Overview of the Rights Offerings Procedures10
11.
A total of $250 million in aggregate principal amount of Notes and an aggregate
amount of Warrants to be determined by the Debtors and the Backstop Parties will be offered in
the Rights Offerings, to be allocated to the Certified Eligible Holders and Backstop Parties in the
proportion of 60% and 40%, respectively. The aggregate subscription price for the Notes Rights
shall be $250,000,000 and the aggregate subscription price for the Warrants Rights shall be $25.
Thus, the aggregate subscription price for the Rights Offerings shall be $250,000,025.
12.
Each Warrant will entitle the holder to purchase one share of New Class A
Common Stock. In the aggregate, the Warrants (including the Warrants offered in the Warrants
Rights Offering and the Warrants issued in respect of the Backstop Fee) will entitle the holders
to purchase shares of New Class A Common Stock representing 95% of the Company’s common
stock that would be outstanding as of the Issue Date (as defined below), subject to dilution by the
Management Incentive Plan.
13.
Participation in the Rights Offerings is voluntary and is limited to Certified
Eligible Holders of an Allowed Senior Notes Claim, Allowed Convertible Notes Claim and
Allowed General Unsecured Claim and the Backstop Parties. Each Certified Eligible Holder will
be offered its Pro Rata Share of the Senior Notes Rights Allocation or the GUC/Convertible
Notes Rights Allocation, as applicable, and each Backstop Party will be offered its Backstop
Commitment Percentage of the Backstop Rights Allocation. The Rights will entitle the Rights
Offering Participants to acquire Rights Offering Notes and Rights Offering Warrants.
10
Terms used in this section but not defined herein shall have the meaning given to such terms in the
Rights Offerings Procedures. Any description or summary of the Rights Offerings Procedures in this Motion is
qualified in all respects by reference to the Rights Offerings Procedures and, if there is any inconsistency between
this Motion and the Rights Offerings Procedures, the Rights Offerings Procedures shall govern.
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Rights Offerings Participants participating in the Notes Rights Offering must also
participate in the Warrants Rights Offering (and vice versa) by subscribing for and purchasing a
proportionate share of the aggregate Notes Rights or Warrant Rights, as applicable, offered
pursuant to the Rights Offerings.
15.
In connection with the Rights Offerings, on or about November 11, 2013, the
Debtors will complete the distribution of the Eligibility Certificate, substantially in the form
attached to the Rights Offerings Procedures as Annex A, to each holder of an Allowed Senior
Notes Claim, Allowed Convertible Notes Claim and Allowed General Unsecured Claim as of
the Rights Offerings Record Date (November 6, 2013). Each Holder (or the transferee of a
Holder) wishing to participate in the Rights Offerings will be required to certify that it is an
Eligible Holder because it is either a “qualified institutional buyer” within the meaning of Rule
144A of the Securities Act or an “accredited investor” within the meaning of Rule 501(a)(1), (2),
(3), (5), (6) or (7) of the Securities Act or any entity in which all of the equity owners are
“qualified institutional buyers” or all of the equity owners are “accreditor investors”,
respectively, by returning a completed Eligibility Certificate to the Subscription Agent so as to
be actually received by the Subscription Agent by the Eligibility Certificate Deadline (November
27, 2013 at 5:00 p.m. (prevailing Central Time)), or such later time as determined in the Debtors’
sole discretion, and is required to certify therein to the ownership of an Allowed Senior Notes
Claim, Allowed Convertibles Notes Claim and/or Allowed General Unsecured Claim. In
addition to the Backstop Parties, only those Holders that certify that they are Eligible Holders
will receive the Subscription Form and have the opportunity to participate in the Rights
Offerings.
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If, after the Rights Offerings Record Date, a Holder of an Allowed Senior Notes
Claim, Allowed Convertible Notes Claim or Allowed General Unsecured Claim transfers such
Claim to an Eligible Holder, the transferee will have the opportunity to participate in the Rights
Offerings on account of the Claim, provided that the transferee delivers to the Subscription
Agent, by the Eligibility Certificate Deadline, both an Eligibility Certificate and a Certification
Period Transfer Notice evidencing the transfer.
17.
Each Eligible Holder that returns an Eligibility Certificate (a “Certified Eligible
Holder”) in accordance with the Rights Offerings Procedures and each Backstop Party will
receive a Subscription Form and be offered Rights. The Rights will not be transferable, other
than to an Eligible Affiliate (in whole only) or in connection with the transfer of the
corresponding Claim, which must be evidenced by a Post-Certification Period Transfer Notice
delivered to the Subscription Agent prior to the Subscription Deadline.
18.
In order to exercise Rights, each Rights Offerings Participant must, so that such
form, documents and payment are actually received by the Subscription Agent on or before the
Subscription Deadline (December 10, 2013 at 5:00 p.m. (prevailing Central Time)), or such later
time as determined in the Debtors’ sole discretion, (i) return a duly completed and executed
Subscription Form to the Subscription Agent and the other documents referenced therein,
including a W-8 or W-9, as applicable (collectively, the “Subscription Forms”), and (ii) pay an
amount equal to the Subscription Purchase Price (as calculated pursuant to the Subscription
Form) by wire transfer or bank or cashier’s check, as set forth in the Subscription Form;
provided, however, that (i) any Backstop Party’s Subscription Purchase Price and (ii) any
amounts in respect of a Backstop Party’s Backstop Allocation must each be received on or
before the Effective Date.
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To the extent there exist any Unsubscribed Rights, each Rights Offerings
Participant shall have the opportunity to subscribe for such rights on the Subscription Form.
60% of the Unsubscribed Rights shall be allocated to the Eligible Holders that have subscribed
for additional Rights, and the remaining 40% of the Unsubscribed Rights shall be allocated to the
Backstop Parties, with any remaining Rights offered to such parties in such proportions until all
Unsubscribed Rights have been exercised, or no more Unsubscribed Rights are exercised. If,
after taking into account the oversubscription privilege set forth in the Rights Offerings
Procedures, any Rights remain unsubscribed, each of the Backstop Parties shall purchase, at the
applicable Subscription Purchase Price, its Backstop Commitment Percentage of the Rights
Offering Notes and Rights Offering Warrants corresponding to such remaining Unsubscribed
Rights.
20.
The Debtors request that the Court establish the following dates and deadlines for
the implementation of the Rights Offerings:
•
Rights Offerings Record Date: November 6, 2013, as the date by which it is
determined to which Holders the Eligibility Certificate shall be distributed.
•
Eligibility Certificate Distribution Date: November 11, 2013, as the date by
which the Debtors will complete the distribution of the Eligibility Certificates to
Holders of Allowed Senior Notes Claims, Allowed Convertible Notes Claims and
Allowed General Unsecured Claims as of the Rights Offerings Record Date.
•
Eligibility Certificate Deadline: November 27, 2013 at 5:00 p.m. (prevailing
Central Time), which is sixteen (16) days following the Eligibility Certificate
Distribution Date, or such later time as determined in the Debtors’ sole discretion,
as the deadline for Eligible Holders to return the Eligibility Certificates to the
Subscription Agent.
•
Subscription Commencement Date: December 3, 2013, as the date by which the
Subscription Agent will complete the distribution of Subscription Forms to
Certified Eligible Holders and to the Backstop Parties.
•
Subscription Deadline: December 10, 2013 at 5:00 p.m. (prevailing Central
Time), or such later time as determined in the Debtors’ sole discretion, as the time
by which the Subscription Forms and the Subscription Purchase Price must be
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received by the Subscription Agent in order for Eligible Holders and the Backstop
Parties to exercise their Rights; provided, however, that (i) any Backstop Party’s
Subscription Purchase Price and (ii) any amounts in respect of a Backstop Party’s
Backstop Allocation must each be received on or before the Effective Date.
21.
Consummation of the Rights Offerings is conditioned upon confirmation of the
Plan and the occurrence of the Effective Date. In the event that the Plan is not confirmed by the
Court, Rights Offerings Participants that subscribed for Notes and Warrants on account of their
Rights and transmitted payment for same will be refunded all such amounts without interest.
Relief Requested
22.
By this Motion, the Debtors seek entry of the Proposed Order authorizing the
Debtors to (i) enter into the Backstop Purchase Agreement, (ii) authorizing the Debtors to
conduct the Rights Offerings in accordance with the Rights Offerings Procedures, (iii) approving
the Rights Offerings Procedures and (iv) granting such other and further relief as is just and
proper.
Basis for Relief
A.
The Debtors’ Entry into the Backstop Purchase Agreement and Decision to Conduct
the Rights Offerings In Accordance With the Rights Offerings Procedures Reflects
the Sound Exercise of the Debtors’ Business Judgment.
23.
Section 363(b) of the Bankruptcy Code provides, in relevant part, “[t]he trustee,
after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business,
property of the estate.” 11 U.S.C. § 363(b)(1). Although section 363(b) of the Bankruptcy Code
does not set forth a standard for determining when it is appropriate for a court to authorize the
sale, disposition or other use of a debtor’s assets, courts in the Eighth Circuit and elsewhere, in
applying this section, have required that such an action be based upon the sound business
judgment of the debtor. See In re Farmland Indus. Inc., 294 B.R. 855, 881 (Bankr. W.D. Mo.
2003) (approving an amendment to the debtors’ post-petition financing credit agreement as an
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exercise of sound and reasonable business judgment); In re Food Barn Stores, Inc., 107 F.3d
558, 567 n.16 (8th Cir. 1997) (“[w]here the [debtor’s] request is not manifestly unreasonable or
made in bad faith, the court should normally grant approval ‘as long as the proposed action
appears to enhance the debtor’s estate’” (citing Richmond Leasing Co. v. Capital Bank, N.A., 762
F.2d 1303, 1309 (5th Cir. 1985))); In re Farmland Indus. Inc., 294 B.R. 903, 913 (Bankr. W.D.
Mo. 2003) (approving the rejection of employment agreements and noting that “[u]nder the
business judgment standard, the question is whether the [proposed action] is in the Debtors’ best
economic interests, based on the Debtors’ best business judgment in those circumstances”
(citations omitted)); see also Comm. of Unsecured Creditors of LTV Aerospace & Defense Co. v.
LTV Corp. (In re Chateauguay Corp.), 973 F.2d 141 (2d Cir. 1992) (holding that a judge
reviewing a section 363(b) application must find from the evidence presented a good business
reason to grant such application); Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel
Corp.), 722 F.2d 1063 (2d Cir. 1983) (same); In re Chrysler LLC, 405 B.R. 84 (Bankr. S.D.N.Y.
2009), aff’d Ind. State Police Pension Trust v. Chrysler LLC (In re Chrysler LLC), 576 F.3d 108
(2d Cir. 2009) (same); In re Gen. Motors Corp., 407 B.R. 463 (Bankr. S.D.N.Y. 2009) (same).
24.
Moreover, a strong presumption attaches to a debtor’s business decision that the
debtor “acted on an informed basis, in good faith and in the honest belief that the action taken
was in the best interests of the company.” Official Comm. of Sub. Bondholders v. Integrated
Res., Inc. (In re Integrated Res., Inc.), 147 B.R. 650, 656 (S.D.N.Y. 1990) (holding that the
Delaware business judgment rule has “vitality by analogy” in chapter 11); see also In re
Pilgrim’s Pride Corp., 401 B.R. 229, 237 (Bankr. N.D. Tex. 2009) (“[I]f a valid business reason
is shown for the transaction, the transaction is presumed appropriate.”). The business judgment
rule is “a presumption that in making a business decision the directors of a corporation acted on
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an informed basis, in good faith and in the honest belief that the action taken was in the best
interest of the company.” Integrated Res., Inc., 147 B.R. at 656 (citations omitted). Courts are
loath to interfere with corporate decisions absent a showing of bad faith, self-interest, or gross
negligence. Id.
25.
The Debtors respectfully submit that the entry into the Backstop Purchase
Agreement and the implementation of the Rights Offerings pursuant to the Rights Offerings
Procedures represent a sound exercise of their business judgment and are supported by valid
business justifications. The Rights Offerings are a cornerstone of the Plan and, together with the
Backstop Commitment, provide the Reorganized Debtors with a crucial source of liquidity. The
Backstop Purchase Agreement ensures that the Debtors will receive the full amount of the new
money investment contemplated by the Rights Offerings and the Plan. Without the Backstop
Commitment, the Debtors cannot be certain that the Rights Offerings will raise the capital
required to consummate the Plan. Additionally, the Backstop Fee, Expense Reimbursement, NoShop Provision and Breakup Fee are necessary to obtain the Backstop Commitment, and
compensate the Backstop Parties for their reservation of capital and the risks they are
undertaking by agreeing to backstop the Rights Offerings. Furthermore, as illustrated below in
paragraph 28, the 5% Backstop Fee and 4% Breakup Fee are reasonable and consistent with
rights offerings approved by bankruptcy courts in similar large chapter 11 cases.
26.
Bankruptcy courts have approved procedures similar to the Debtors’
proposed Rights Offerings Procedures pursuant to which subscription rights to purchase equity
or debt in a reorganized debtor are distributed to one or more classes of creditors under a plan of
reorganization. See, e.g., In re Eastman Kodak Company, Case No. 12-10202 (Bankr. S.D.N.Y
Jun. 26, 2013) (approving rights offerings procedures in connection with rights offerings to
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holders of general unsecured claims and retiree settlement unsecured claims), In re General
Maritime Corporation, Case No. 11-15285 (Bankr. S.D.N.Y. Feb. 28, 2012) (approving rights
offering procedures in connection with a rights offering to holders of general unsecured claims);
In re Loehmann’s Holdings, Inc., Case No. 10-16077 (Bankr. S.D.N.Y. Jan. 3, 2011) (approving
rights offering procedures for a rights offering to senior secured noteholders certifying that they
were “qualified institutional buyers”); In re Cooper-Standard Holdings Inc., Case No. 09-12743
(Bankr. D. Del. Mar. 26, 2010) (approving rights offering procedures in connection with rights
offering to noteholders certifying they were “accredited investors” or “qualified institutional
buyers”); Terrestar Networks, Inc., Case No. 10-15446 (Bankr. S.D.N.Y. Dec. 22, 2010)
(authorizing the debtors to commence a rights offering to holders of senior secured notes, senior
exchangeable notes and other unsecured claims); In re Merisant Worldwide, Inc., Case No. 0910059 (PJW) (Bankr. D. Del. Oct. 23, 2009) (approving procedures in connection with rights
offering to holders of notes and general unsecured claims); In re Tronox Inc., Case No. 09-10156
(Bankr. S.D.N.Y. Sept. 30, 2010) (approving procedures for a rights offering to holders of
general unsecured claims and indirect environmental claims).
27.
Importantly, if the Company—or the Creditors’ Committee—receives an
unsolicited proposal that it reasonably believes could be expected to lead to a higher and better
economic recovery for the Debtors’ creditors, the Company is permitted, consistent with the
no-shop provision of the Backstop Purchase Agreement, to entertain the proposal and to engage
in discussions and an exchange of information that could lead to the realization of an Alternative
Transaction and, provided that it pays the Breakup Fee, to consummate such Alternative
Transaction.
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Comparable backstop fees, expense reimbursement and deal protections
have been features of previous backstop agreements in connection with rights offerings under
plans of reorganization, and have been approved on the basis of a debtor’s reasonable business
judgment. See, e.g., In re Eastman Kodak Company, Case No. 12-10202 (Bankr. S.D.NY Jun.
26, 2013) (approving entry into backstop agreement providing for cash backstop fees of 5%,
including 4% fully earned upon approval of backstop agreement, and expense reimbursement);
In re K-V Discovery Solutions Inc., Case No. 12-13346 (Bankr. S.D.N.Y. June 7, 2013)
(authorizing the debtors to enter into a stock purchase and backstop agreement that provided for
(a) a commitment fee of 5% of the equity in the reorganized debtors upon plan consummation,
(b) expense reimbursement and (c) a 4.5% breakup fee); In re Vertis Holdings Inc., Case No. 1016170 (Bankr. S.D.N.Y. Dec. 1, 2010) (approving commitment fee of 10% of the equity in the
reorganized debtors upon plan consummation and cash breakup fee equal to 1.6% of
commitment amount); In re Tronox, Inc., No. 10-16170 (Bankr. S.D.N.Y. Sep. 17, 2010)
(authorizing payment of commitment fee in equity or cash equal to (a) 6% of the equity
commitment and (b) 4.7% of shares outstanding upon plan consummation in connection with
$185 million rights offering); In re Visteon Corp., No. 09-11786 (Bankr. D. Del. Jun. 17, 2010)
($60.4 million, or 4.8%, in fees in connection with commitment to purchase $300 million of
equity and backstop rights for additional $950 million).
29.
The Debtors believe that the Disclosure Statement, in the form approved
by the Court, will provide all creditors eligible to participate in the Rights Offerings with
adequate information for all purposes relating to the Rights Offerings, including for the purposes
of making an informed judgment as to such creditors’ participation in the Rights Offerings. The
Rights Offerings Procedures and Rights Offerings Forms are designed to afford all interested
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Eligible Holders of Allowed Senior Notes Claims, Allowed Convertible Notes Claims and
Allowed General Unsecured Claims a fair and reasonable opportunity to participate in the Rights
Offerings, and to inform interested Eligible Holders as to the appropriate procedures for such
participation. The Debtors submit that the Rights Offerings Procedures and Rights Offerings
Forms are reasonable and are comparable to procedures and forms that have been approved in
connection with similar rights offerings.
30.
Accordingly, the Debtors respectfully submit that the entry into the
Backstop Purchase Agreement and implementation of the Rights Offerings pursuant to the
Rights Offerings Procedures represents a sound exercise of their business judgment and is
supported by a valid business justification. As discussed above, the Rights Offerings, together
with the Backstop Commitment, will enable the Debtors to increase the recovery available for
unsecured creditors and facilitate the Debtors’ emergence from chapter 11. Accordingly, the
Debtors believe that entry into the Backstop Purchase Agreement, the Rights Offerings
Procedures, and the implementation of the Rights Offerings in accordance with the Rights
Offerings Procedures and the Plan, should be approved by the Court.
Waiver of Bankruptcy Rules 6004(a) and (h)
31.
To implement the foregoing immediately and to the extent applicable, the Debtors
seek a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the fourteen-day
stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h).
No Prior Request
32.
No prior motion for the relief requested herein has been made to this Court or any
other court.
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Notice
33.
Consistent with the Order Establishing Certain Notice, Case Management and
Administrative Procedures entered on March 22, 2013 [ECF No. 3361] (the “Case Management
Order”) the Debtors will serve notice of this Motion on the Core Parties (as defined in the Case
Management Order) and the Backstop Parties. All parties who have requested electronic notice
of filings in these cases through the Court’s ECF system will automatically receive notice of this
motion through the ECF system no later than the day after its filing with the Court. A copy of
this Motion and any order approving it will also be made available on the Debtors’ Case
Information Website (located at www.patriotcaseinfo.com). A copy of the Proposed Order is
available at www.patriotcaseinfo.com/orders.php (the “Patriot Orders Website”). The
Proposed Order may be modified or withdrawn at any time without further notice. If any
significant modifications are made to the Proposed Order, an amended Proposed Order will be
made available on the Patriot Orders Website, and no further notice will be provided. In light of
the relief requested, the Debtors submit that no further notice is necessary. Pursuant to
paragraph 14 of the Case Management Order, if no objections are timely filed and served in
accordance therewith, the relief requested herein may be entered without a hearing.
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WHEREFORE, for the reasons set forth herein, the Debtors respectfully request that the
Court enter an order granting the relief requested herein and such other and further relief as is
just and proper.
Dated: October 18, 2013
New York, New York
Respectfully submitted,
DAVIS POLK & WARDWELL LLP
/s/ Brian M. Resnick
Marshall S. Huebner
Elliot Moskowitz
Brian M. Resnick
Michelle M. McGreal
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 607-7983
Counsel to the Debtors
and Debtors in Possession
-andBRYAN CAVE LLP
Lloyd A. Palans, #22650MO
Brian C. Walsh, #58091MO
Laura Uberti Hughes, #60732MO
One Metropolitan Square
211 N. Broadway, Suite 3600
St. Louis, Missouri 63102
Telephone: (314) 259-2000
Facsimile: (314) 259-2020
Local Counsel to the Debtors
and Debtors in Possession
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SCHEDULE 1
(Debtor Entities)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49.
50.
51.
Affinity Mining Company
Apogee Coal Company, LLC
Appalachia Mine Services, LLC
Beaver Dam Coal Company, LLC
Big Eagle, LLC
Big Eagle Rail, LLC
Black Stallion Coal Company, LLC
Black Walnut Coal Company
Bluegrass Mine Services, LLC
Brody Mining, LLC
Brook Trout Coal, LLC
Catenary Coal Company, LLC
Central States Coal Reserves of Kentucky, LLC
Charles Coal Company, LLC
Cleaton Coal Company
Coal Clean LLC
Coal Properties, LLC
Coal Reserve Holding Limited Liability Company No.
2
Colony Bay Coal Company
Cook Mountain Coal Company, LLC
Corydon Resources LLC
Coventry Mining Services, LLC
Coyote Coal Company LLC
Cub Branch Coal Company LLC
Dakota LLC
Day LLC
Dixon Mining Company, LLC
Dodge Hill Holding JV, LLC
Dodge Hill Mining Company, LLC
Dodge Hill of Kentucky, LLC
EACC Camps, Inc.
Eastern Associated Coal, LLC
Eastern Coal Company, LLC
Eastern Royalty, LLC
Emerald Processing, L.L.C.
Gateway Eagle Coal Company, LLC
Grand Eagle Mining, LLC
Heritage Coal Company LLC
Highland Mining Company, LLC
Hillside Mining Company
Hobet Mining, LLC
Indian Hill Company LLC
Infinity Coal Sales, LLC
Interior Holdings, LLC
IO Coal LLC
Jarrell’s Branch Coal Company
Jupiter Holdings LLC
Kanawha Eagle Coal, LLC
Kanawha River Ventures I, LLC
Kanawha River Ventures II, LLC
Kanawha River Ventures III, LLC
52.
53.
54.
55.
56.
57.
58.
59.
60.
61.
62.
63.
64.
65.
66.
67.
68.
69.
KE Ventures LLC
Little Creek LLC
Logan Fork Coal Company
Magnum Coal Company LLC
Magnum Coal Sales LLC
Martinka Coal Company, LLC
Midland Trail Energy LLC
Midwest Coal Resources II, LLC
Mountain View Coal Company, LLC
New Trout Coal Holdings II, LLC
Newtown Energy, Inc.
North Page Coal Corp.
Ohio County Coal Company, LLC
Panther LLC
Patriot Beaver Dam Holdings, LLC
Patriot Coal Company, L.P.
Patriot Coal Corporation
Patriot Coal Sales LLC
70.
71.
72.
73.
74.
75.
76.
77.
78.
79.
80.
81.
82.
83.
84.
85.
86.
87.
88.
89.
90.
91.
92.
93.
94.
95.
96.
97.
98.
99.
100.
101.
Patriot Coal Services LLC
Patriot Leasing Company LLC
Patriot Midwest Holdings, LLC
Patriot Reserve Holdings, LLC
Patriot Trading LLC
Patriot Ventures LLC
PCX Enterprises, Inc.
Pine Ridge Coal Company, LLC
Pond Creek Land Resources, LLC
Pond Fork Processing LLC
Remington Holdings LLC
Remington II LLC
Remington LLC
Rivers Edge Mining, Inc.
Robin Land Company, LLC
Sentry Mining, LLC
Snowberry Land Company
Speed Mining LLC
Sterling Smokeless Coal Company, LLC
TC Sales Company, LLC
The Presidents Energy Company LLC
Thunderhill Coal LLC
Trout Coal Holdings, LLC
Union County Coal Co., LLC
Viper LLC
Weatherby Processing LLC
Wildcat Energy LLC
Wildcat, LLC
Will Scarlet Properties LLC
Winchester LLC
Winifrede Dock Limited Liability Company
Yankeetown Dock, LLC