Proposed Confirmation Procedures Order
IT IS HEREBY ORDERED THAT:
Confirmation Hearing and Deadlines:
1. A hearing to consider confirmation of the Plan (the “Confirmation Hearing”) will commence on July 15, 2015, at 10:00 a.m., prevailing Eastern time, before the Honorable Craig Whitley, United States Bankruptcy Judge, United States Bankruptcy Court for the Western District of North Carolina.
2. The Confirmation Hearing may be continued from time to time by announcing such continuance in open court and providing written notice to parties that have filed objections to confirmation or other motions for relief.
3. The deadline to vote on the Plan (the “Voting Deadline”) shall be ____________, 2015 at 4:00 p.m., prevailing Eastern time.
4. The deadline to file objections to confirmation of the Plan (the “Objection Deadline”) is the Voting Deadline. All objections to confirmation of the Plan, must be served in a manner so that they are actually received on or before 4:00 p.m., prevailing Eastern time, on the Objection Deadline by the following parties (the “Notice Parties”):
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If to the Debtors: GARLOCK SEALING TECHNOLOGIES LLC
5605 Carnegie Boulevard, Suite 500 Charlotte, NC 28209
Telephone: (704) 731-1500 Attn: Elizabeth Barry
With a copy to: RAYBURN COOPER & DURHAM, P.A.
1200 Carillion, 227 West Trade Street Charlotte, NC 28202
Telephone: (704) 334-0891 Attn: John R. Miller, Jr.
and
ROBINSON, BRADSHAW & HINSON, P.A.
101 North Tryon Street, Suite 1900 Charlotte, NC 28246
Telephone: (704) 377-2536 Attn: Garland S. Cassada
If to the Asbestos Committee: CAPLIN & DRYSDALE, CHARTERED One Thomas Circle N.W., Suite 1100 Washington, DC 20005
Telephone: (202) 862-5000 Attn: Trevor W. Swett If to the Future Claimants’ Representative: GRIER FURR & CRISP, PA
101 North Tryon Street, Suite 1240 Charlotte, NC 28246
Telephone: (704) 375-3720 Attn: Joseph W. Grier, III
With a copy to: ORRICK HERRINGTON & SUTCLIFFE, LLP
Columbia Center 1152 15th Street, N.W.
Washington, DC 20005 Telephone: (202) 339-8400 Attn: Jonathan C. Guy If to the Unsecured Creditors’ Committee: FSB FISHERBROYLES, LLP
6000 Fairview Road, Suite 1200 Charlotte, NC 28210
Telephone: (704) 464-6954 Attn: Deborah L. Fletcher
5. All objections to the Plan shall (a) state with particularity the legal and factual grounds for such objection, (b) provide, where applicable, the specific text, if any, that the objecting party believes to be appropriate to insert into the Plan, and (c) describe the nature and amount of the objector’s Claim or Equity Interest.
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6. Objections not timely filed and served in accordance with the provisions of this Order shall not be heard and shall be overruled.
7. The Debtors may file an omnibus response (the “Omnibus Response Brief in Support of Confirmation”) to any timely-filed objection(s) and/or supplemental brief in support of confirmation on or before ____________, 2015 at 4:00 p.m., prevailing Eastern time, and the Debtors shall serve a copy of their Omnibus Response Brief in Support of Confirmation by facsimile transmission or overnight mail on the same date upon the relevant objecting parties and the Notice Parties.
Approval of Debtors’ Request to Solicit Votes from Classes of Allegedly Unimpaired Claimants:
8. The Debtors shall solicit the votes of Holders of Claims in the following Classes:
Class 3 (Settled GST Asbestos Claims), Class 4 (Current GST Asbestos Claims), Class 5 (Future GST Asbestos Claims), Class 6 (Pre-Petition Judgment GST Asbestos Claims), Class 7 (General Unsecured Claims), and Class 8 (Convenience Class Claims). The Debtors contend that these Classes of Claims are unimpaired by the Plan. The Court reserves for the Confirmation Hearing any decision whether these Classes of Claimants is impaired, or that their votes are otherwise relevant to confirmation of the Plan.
Approval of Proposed Form and Manner of Notice and Solicitation:
9. The Confirmation Hearing Notice, substantially in the form attached to the Confirmation Procedures Motion as Exhibit E, is hereby approved.
10. The proposed Notice Program, substantially in the form attached to the Confirmation Procedures Motion as Exhibit C, is hereby approved.
11. The Publication Notice, substantially in the form attached as Exhibit B to the Notice Program, is hereby approved.
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12. The Court finds that the proposed Notice Program meets the requirements of due process by providing “notice reasonably calculated under all the circumstances to apprise [creditors] of the pendency of the action and afford[ing] them an opportunity to present their objections.” State of Maryland v. Antonelli Creditors’ Liquidating Trust, 123 F.3d 777, 783 (4th Cir. 1997) (quoting Mullane v. Central Hanover Bank and Trust, 339 U.S. 306 (1950)).
13. The Debtors shall provide notice to the following Claimants in the form of (a) a CD-ROM containing a copy of (i) the order approving the Disclosure Statement, (ii) the Disclosure Statement as approved by the Bankruptcy Court, (iii) the Disclosure Statement exhibits with an attached copy of the Plan, (iv) the Voting Procedures, and (v) forms of ballots and instructions; and (b) a paper copy of the court-approved Confirmation Hearing Notice (collectively, a “Solicitation Package”):
(a) all Holders of GST Asbestos Claims in Class 3 (Settled GST Asbestos Claimants), Class 4 (Current GST Asbestos Claimants), and Class 6 (Pre-Petition Judgment GST Asbestos Claimants), by mailing to each attorney for a GST Asbestos Claimant identifiable from the May 2011 Garrison asbestos claims database, the Personal Injury Questionnaire (“PIQ”), or statements filed pursuant to Bankruptcy Rule 2019, a Solicitation Package for each GST Asbestos Claimant represented by that attorney (or by mailing a Solicitation Package directly to the claimant’s address if no attorney has appeared on the creditor’s behalf);
(b) the Future Claimants’ Representative, as representative for all Holders of Future GST Asbestos Claims (Class 5), by mailing a Solicitation Package to the Future Claimants’ Representative;
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(c) all Holders of General Unsecured Claims (Class 7) by mailing a Solicitation Package to each Holder of a General Unsecured Claim;
(d) all Holders of Equity Interests (Class 11 and Class 12) by mailing a Solicitation Package to the Parent.
14. The Debtors shall prepare and file a certificate of service listing all GST Asbestos Claimants in Classes 3, 4, and 6 that, based on the May 2011 Garrison asbestos claims database, the PIQs, or statements filed pursuant to Bankruptcy Rule 2019, they believe are be associated with each law firm. After service, the Debtors shall provide proof of service on those GST Asbestos Claimants in Classes 3, 4, and 6 by proof of service on the law firm representing each such Claimant.
15. For claimants and interest holders who are not being solicited (Class 1, Class 2, Class 9, and Class 10), as well as to all parties on the Updated Master Service List (Docket No.
3633), Debtors will instead provide, on or before the Solicitation Distribution Date (i) a Solicitation Package and (ii) a notification of non-voting status, including instructions on how to obtain copies of the Solicitation Package, if so desired (“Notification of Non-Solicitation and Non-Voting Status”). The Notification of Non-Solicitation and Non-Voting Status, substantially in the form attached to the Confirmation Procedures Motion as Exhibit D, is hereby approved.
Because the sole holder of the Class 13 Anchor Equity Interest—Garrison Litigation Management Group, Ltd.—is a Plan proponent, the Debtors need not serve a Solicitation Package or Notification of Non-Solicitation and Non-Voting Status on Class 13.
16. The Debtors shall provide further notice by publication to unknown GST Asbestos Claimants in substantially the form outlined in the Notice Program.
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Provisional Temporary Allowance of Claims for Voting Purposes:
17. Pursuant to Bankruptcy Code § 502(c) and Fed. R. Bankr. P. 3018(a), the Court shall temporarily allow Claims in the following Classes for voting purposes only provided they meet the criteria for acceptance of their ballot or master ballot as set forth in section 6 of the Voting Procedures: Class 3 Settled GST Asbestos Claims, Class 4 Current GST Asbestos Claims, Class 5 Future GST Asbestos Claims, Class 6 Pre-Petition Judgment GST Asbestos Claims, Class 7 General Unsecured Claims, and Class 8 Convenience Class Claims.
18. Holders of Claims in Classes 4, 5, 6 and 8 may provide, through their Ballot, a proof of claim that will enable qualified Holders of Claims to have their Claims temporarily allowed for voting purposes only.
19. The Debtors shall have the right, prior to the Confirmation Hearing, to object to any Claim as not meeting the requirements for temporary allowance for voting purposes set forth in Section 6 of the Voting Procedures (a “Temporary Allowance Objection”), without prejudice to all other rights available to the Debtors under the Bankruptcy Code and other applicable law.
The Debtors shall serve any Temporary Allowance Objection by facsimile transmission or overnight mail upon the relevant Claimants’ attorneys, or directly to the Claimant if not represented by an attorney, and the Notice Parties.
20. The Debtors will notice a hearing (a “Temporary Allowance Objection Hearing”) on any Temporary Allowance Objection for a date no later than forty-five (45) days prior to the Confirmation Hearing. Any Claimant whose Claim is the subject of a Temporary Allowance Objection shall have the opportunity to file a response to such objection prior to the Temporary Allowance Objection Hearing.
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21. The Debtors may file an omnibus objection (the “Omnibus Claims Objection”) to Claims for purposes other than temporary allowance on or before ____________, 2015 at 4:00 p.m., prevailing Eastern Time, and the Debtors shall serve a copy of their Omnibus Claims Objection by facsimile transmission or overnight mail on the same date upon the relevant Claimants’ attorneys, or directly to the Claimant if not represented by an attorney, and the Notice Parties. Resolution of any Omnibus Claims Objection, or any other objection by the Debtors to Claims relating to matters other than temporary allowance for voting purposes, will be stayed until after confirmation.
Approval of Voting Procedures, Form of Ballots and Master Ballots, and Tabulation of Votes:
22. The Voting Procedures and Form of Ballots and Master Ballots attached to this Motion as Exhibit 1 are hereby approved.
23. All votes to accept or reject the Plan must be cast by using the appropriate ballot or master ballot.
24. All ballots or master ballots accepting or rejecting the Plan (must be received by _________ (the “Balloting Agent”) by 4:00 p.m., prevailing Eastern time, no later than _______, 2015 (the “Voting Deadline”), at the following address:
By U.S. Mail:
[_______]
By Courier:
[_______]
25. The Court may extend or otherwise modify the period during which votes will be accepted, in which case the Voting Deadline shall mean the last time and date to which the Court extends solicitation of ballots and master ballots.
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26. Tabulation of votes—determination of the amount of claims voted, exclusion of ballots and master ballots, and general voting procedures—shall proceed in accord with the process outlined in the Voting Procedures.
27. The Balloting Agent shall file a certification of ballots and master ballots on before _________, 2015. If pending Voting Motions or any other matters may affect the voting results, a representative of the Balloting Agent shall attend the Confirmation Hearing to prepare and submit an updated certification of ballots and master ballots.
Public Access:
28. All ballots and master ballots being judicial records, the Balloting Agent shall maintain a register of received ballots and master ballots on a publicly accessible website and shall separately make ballots and master ballots available to members of the public, upon request, for inspection consistent with the requirements for treatment of judicial records under 11 U.S.C. § 107, 28 U.S.C. § 156(c) (which provides for the use of outside facilities to perform activities that would otherwise be performed by the clerk’s office), the Judicial Conference Guidelines for implementing 28 U.S.C. § 156(c), and other applicable law. The Balloting Agent shall maintain the publicly accessible website registry of ballots and master ballots and retain a copy of all ballots and master ballots until otherwise ordered by this Court.
Miscellaneous:
29. The Debtors are authorized and empowered to take all actions and execute such other documents as may be necessary to implement the relief granted herein.
30. This Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Confirmation Procedures Order.
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31. The Court will hold a status conference on ______, 2015 at ______, prevailing Eastern time, to consider a schedule for discovery and other matters relating to the Confirmation Hearing.
Dated: ________________, 2014