Case LSS Doc 1777 Filed 05/29/20 Page 1 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. x : : : : : : : : x

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---

In re:

IMERYS TALC AMERICA, INC., et al.,1 Debtors. --- x : : : : : : : : x Chapter 11 Case No. 19-10289 (LSS) (Jointly Administered)

Hearing Date: June 30, 2020 at 10:00 a.m. ET Objection Deadline: June 19, 2020 at 4:00 p.m. ET

DEBTORS’ SECOND OMNIBUS (SUBSTANTIVE) OBJECTION TO CERTAIN NO LIABILITY CLAIMS AND OVERSTATED CLAIMS

THIS OBJECTION SEEKS TO DISALLOW AND/OR MODIFY CERTAIN FILED PROOFS OF CLAIM. CLAIMANTS SHOULD CAREFULLY REVIEW THIS OBJECTION AND THE SCHEDULES ATTACHED TO THIS OBJECTION TO DETERMINE WHETHER THIS OBJECTION AFFECTS THEIR CLAIMS. CLAIMANTS RECEIVING THIS OBJECTION SHOULD LOCATE THEIR NAMES AND CLAIMS ON SCHEDULE 1 & SCHEDULE 2 TO EXHIBIT A ATTACHED HERETO.

The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) hereby file this second omnibus objection (the “Objection”) to certain Claims (as defined below) (the “Disputed Claims”) filed against the Debtors, as listed on Schedule 1 (No Liability Claims (as defined below)) and Schedule 2 (Overstated Claims (as defined below)) to the proposed form of order (the “Proposed Order”) attached hereto as Exhibit A, pursuant to section 502 of title 11 of the United States Code (the “Bankruptcy Code”), Rule 3007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), and respectfully request entry of an order disallowing the Disputed

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Claims. In support of this Objection, the Debtors submit the Declaration of Douglas Lewandowski in Support of Debtors’ Second Omnibus (Substantive) Objection to Certain No Liability Claims and Overstated Claims (the “Lewandowski Declaration”), attached hereto as Exhibit B. In further support of this Objection, the Debtors, by and through their undersigned counsel, respectfully represent:

JURISDICTION

1. This Court has jurisdiction to consider the Objection under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue of this proceeding and the Objection in this district is proper under 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief sought herein are sections 105(a) and 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule 3007-1.

BACKGROUND A. General Background

2. On February 13, 2019 (the “Petition Date”), the Debtors filed voluntary petitions in this Court commencing cases (the “Chapter 11 Cases”) for relief under chapter 11 of the Bankruptcy Code. The factual background regarding the Debtors, including their business operations and the events leading to the filing of the Chapter 11 Cases, is set forth in detail in the Declaration of Alexandra Picard, Chief Financial Officer of the Debtors in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 10], which was filed on the Petition Date and is fully incorporated herein by reference.

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Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”) appointed an official committee of tort claimants (the “TCC”) in the Chapter 11 Cases. On June 3, 2019, the Court entered an order [Docket No. 647] appointing James L. Patton Jr. as the representative for future talc personal injury claimants pursuant to sections 105(a), 524(g)(4)(B)(i) and 1109(b) of the Bankruptcy Code (the “FCR”). As of this date, no trustee or examiner has been requested or appointed in the Chapter 11 Cases.

4. The Chapter 11 Cases are jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b).

B. Schedules of Assets and Liabilities, Statements of Financial Affairs, and Bar Dates 5. On February 14, 2019, this Court entered an order appointing Prime Clerk LLC (“Prime Clerk”) as claims and noticing agent in these Chapter 11 Cases [Docket No. 58]. Prime Clerk is authorized to maintain (i) all proofs of claim filed against the Debtors and (ii) an official claims register by docketing all proofs of claim in a claims database containing, inter alia, information regarding the name and address of each claimant, the date the proof of claim was received by Prime Clerk or this Court, the claim number assigned to the proof of claim, and the asserted amount and classification of the claim.

6. On April 12, 2019, the Debtors filed their schedules of assets and liabilities and statements of financial affairs (collectively and as may be modified, amended, or supplemented from time to time, the “Schedules”) [Docket Nos. 362, 363, 365, 366, 367 and 368] and, on May 20 2019, the Debtors filed certain amendments to the Schedules [Docket Nos. 577, 578 and 579].

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Respect to Talc Personal Injury Claims and (II) Approving Form and Manner of Notice Thereof [Docket No. 790] (the “General Bar Date Motion”).2 Under the General Bar Date Motion, the Debtors requested, among other things, that the Court designate October 15, 2019 as the bar date by which all entities, except for entities asserting Talc Claims, must file proofs of claim in the Chapter 11 Cases.

8. On July 25, 2019, the Court entered the Order (I) Establishing Bar Dates and Related Procedures for Filing Proofs of Claim Other Than with Respect to Talc Personal Injury Claims and (II) Approving Form and Manner of Notice Thereof [Docket. No. 881] (the “General Bar Date Order”). Pursuant to the General Bar Date Order, the General Bar Date was established as October 15, 2019, and on August 12, September 12, and September 18, 2019, the Bar Date Notice was mailed to all then-identified parties in interest consistent with the requirements of the General Bar Date Order. See Affidavit of Service [Docket No. 952]; Supplemental Affidavit of Service [Docket No. 1049]; Supplemental Affidavit of Service [Docket No. 1062]. Notice of the General Bar Date was also published in the form of the approved Publication Notice in newspapers of general circulation in the areas in which the Debtors conduct business. See Affidavit of Publication [Docket No. 970].

9. On November 12, 2019, the Debtors filed the Motion of the Debtors for an Order (I) Establishing a Bar Date for Indirect Talc Claims and Related Procedures for Filing Proofs of Claim for Indirect Talc Claims and (II) Approving Form and Manner of Notice Thereof [Docket No. 1220] (“Indirect Talc Claim Bar Date Motion”). Under the Indirect Talc Claim Bar Date Motion, the Debtors requested, among other things, that the Court designate January 9, 2020 as

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the Indirect Talc Claim Bar Date by which all entities asserting Indirect Talc Claims must file proofs of claim in the Chapter 11 Cases.

10. On November 22, 2019, the Court entered the Order (I) Establishing a Bar Date for Indirect Talc Claims and Related Procedures for Filing Proofs of Claim for Indirect Talc Claims and (II) Approving Form and Manner of Notice Thereof [Docket No. 1260] (“Indirect Talc Claim Bar Date Order” and, together with the General Bar Date Order, the “Bar Date Orders”). Pursuant to the Indirect Talc Claim Bar Date Order, the Indirect Talc Claim Bar Date was established as January 9, 2020, and, on December 5, 2019, the Bar Date Notice was mailed to all then-identified parties in interest consistent with the requirements of the Indirect Talc Claim Bar Date Order. See Affidavit of Service [Docket No. 1301]. Notice of the Indirect Talc Claim Bar Date was also published in the form of the approved Indirect Talc Claim Publication Notice in newspapers of general circulation in the areas in which the Debtors conduct business. See Affidavit of Publication [Docket No. 1334].

C. Proofs of Claim and Claims Reconciliation

11. The Debtors’ register of claims (the “Claims Register”), prepared and provided by Prime Clerk, indicates that 941 proofs of claim (the “Claims”) have been filed in the Chapter 11 Cases asserting claims against the Debtors.

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reconciliation is ongoing, the Debtors have determined that certain Claims should be disallowed or reduced. Accordingly, the Debtors file the Objection seeking the relief requested below.

13. On February 28, 2020, the Debtors filed the Debtors’ First Omnibus (Non-Substantive) Objection to Amended Claims and Duplicative Claims [Docket No. 1509] seeking to disallow certain amended and duplicate claims. On April 8, 2020, the Court entered the Order Sustaining Debtors’ First Omnibus (Non-Substantive) Objection to Amended Claims and Duplicative Claims [Docket No. 1611] disallowing certain amended and duplicate claims.

14. Contemporaneously herewith, the Debtors filed the Debtors’ Third Omnibus (Non-Substantive) Objection to Amended Claims, seeking to disallow certain amended claims.

RELIEF REQUESTED A. No Liability Claims

15. The Debtors object to the Claims identified on Schedule 1 attached to the Proposed Order pursuant to sections 105(a) and 502 of the Bankruptcy Code, Rule 3007 of the Bankruptcy Rules, and Local Rule 3007-1, because, based upon a careful review and analysis of the Debtors’ Books and Records, the Schedules, and the Claims Register, the Debtors have determined that there is no amount due and owing on account of such Claims (the “No Liability Claims”). As stated in the Lewandowski Declaration, the No Liability Claims (a) relate to a claim against a non-filing entity (i.e. a non-debtor affiliate) for which the Debtors have no record of liability in their Books and Records, (b) the Debtors’ Books and Records indicate that the Claim is on account of an invoice issued after multiple attempts were made by the Debtors to close an account prior to the contract renewal date, or (c) are Claims for future payments on account of equipment leases.

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B. Overstated Claims

17. The Debtors object to the Claims identified on Schedule 2 attached to the Proposed Order pursuant to sections 105(a) and 502 of the Bankruptcy Code, Rule 3007 of the Bankruptcy Rules, and Local Rule 3007-1, because, based upon a careful review and analysis of the Debtors’ Books and Records, the Schedules, and the Claims Register, the Debtors have determined that the Claims were filed for amounts that differ from and are greater than the amounts reflected in the Books and Records (the “Overstated Claims”). As stated in the Lewandowski Declaration, the Overstated Claims either (a) asserted an amount that is higher than the amount owed as reflected in the Debtors’ Books and Records or (b) relate, in part, to a non-filing entity (i.e. a non-debtor affiliate) for which the Debtors have no record of liability in their Books and Records.

18. Accordingly, the Debtors seek entry of the Proposed Order reducing the Overstated Claims in the amount set forth on Schedule 2 thereto.

BASIS FOR RELIEF

19. Section 502(a) of the Bankruptcy Code provides, in pertinent part, that “[a] claim or interest, proof of which is filed under section 501 of this title, is deemed allowed, unless a party in interest . . . objects.” 11 U.S.C. § 502(a). Once an objection to a claim is filed, the Court, after notice and a hearing, shall determine the allowed amount of the claim. See 11 U.S.C. § 502(b).

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Pursuant to Bankruptcy Rule 3007(d), a debtor is permitted to file omnibus objections to more than one claim on the bases enumerated therein, which include, among other things, that such claims “[do] not comply with applicable rules, and the objection states that the objector is unable to determine the validity of the claim because of the noncompliance.” Fed. R. Bankr. P. 3007(d)(6).

21. For the reason set forth above, the Disputed Claims are not enforceable against the Debtors and such Claims should be disallowed and/or reduced.

RESPONSES TO THE OBJECTION

22. Filing and Service of Responses: To contest the Objection, a claimant must file and serve a written response to the Objection (a “Response”) so that it is actually received by the Clerk of the Court and the parties in the following paragraph no later than 4:00 p.m. (ET) on June 19, 2020 (the “Response Deadline”). Claimants should locate their names and Claims on Schedule 1 or Schedule 2 to the Proposed Order, and carefully review the Objection. A Response must address each ground upon which the Debtors object to a particular Claim. A hearing to consider the Debtors’ Objection will be held on June 30, 2020 at 10:00 a.m. (ET), before the Honorable Laurie Selber Silverstein, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 6th Floor, Wilmington, Delaware 19801 (the “Hearing”).

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& Watkins LLP, 355 South Grand Avenue, Suite 100, Los Angeles, California 90071, Attn: Kimberly A. Posin, Esq. (e-mail: kim.posin@lw.com).

24. Content of Responses: Every Response to the Objection must contain, at a minimum, the following:

a) a caption setting forth the name of the Court, the above-referenced case number and the title of the Objection to which the Response is directed; b) the name of the claimant and description of the basis for the amount of the

Disputed Claim;

c) a concise statement setting forth the reasons why a particular Disputed Claim should not be disallowed or reduced for the reasons set forth in the Objection, including, but not limited to, the specific factual and legal bases upon which the claimant will rely in opposing the Objection at the Hearing; d) all documentation or other evidence of the Claim in question, to the extent not already included with the claimant’s proof of claim, upon which the claimant will rely in opposing the Objection at the Hearing;

e) the name, address, telephone number, and e-mail address of the person(s) (who may be the claimant or a legal representative thereof) possessing ultimate authority to reconcile, settle, or otherwise resolve the Claim on behalf of the claimant; and

f) the name, address, telephone number, and e-mail address of the person(s) (who may be the claimant or a legal representative thereof) to whom the Debtors should serve any reply to the Response.

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26. Adjournment of Hearing: The Debtors reserve the right to adjourn the Hearing on any Claim included in the Objection. In the event that the Debtors so adjourn the Hearing, they will state that the Hearing on that particular Claim has been adjourned on the agenda for the Hearing on the Objection, which agenda will be served on the person designated by the claimant in its Response pursuant to paragraph 24 above.

27. If a claimant whose Claim is subject to the Objection, and who is served with the Objection, fails to file and serve a timely Response in compliance with the foregoing procedures, the Debtors will present to the Court an appropriate order disallowing or reducing the Disputed Claim without further notice to the claimant.

28. Separate Contested Matter: Each of the Disputed Claims and the Debtors’ objections thereto as asserted in this Objection constitutes a separate contested matter as contemplated by Bankruptcy Rule 9014. The Debtors request that any order entered by the Court with respect to an objection asserted herein will be deemed a separate order with respect to each such Disputed Claim.

RESERVATION OF RIGHTS

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30. Notwithstanding anything contained in the Objection, or the exhibits and schedules attached hereto, nothing herein will be construed as a waiver of any rights that the Debtors, or any successor to the Debtors, may have to enforce rights of setoff against the claimants.

31. Nothing in this Objection will be deemed or construed: (a) as a waiver of the Debtors’ rights to dispute or otherwise object to any claim or proof of interest on any grounds or basis; (b) to waive or release any right, claim, defense, or counterclaim of the Debtors, or to estop the Debtors from asserting any right, claim, defense, or counterclaim; (c) as an approval or assumption of any agreement, contract, or lease, pursuant to section 365 of the Bankruptcy Code; or (d) as an admission that any obligation is entitled to administrative expense priority or any such contract or agreement is executory or unexpired for purposes of section 365 of the Bankruptcy Code or otherwise.

COMPLIANCE WITH LOCAL BANKRUPTCY RULE 3007-1

32. The undersigned representative of the Debtors has reviewed the requirements of Local Rule 3007-1 and certifies that the Objection substantially complies with that Local Rule. To the extent that the Objection does not comply in all respects with the requirements of Local Rule 3007-1, the Debtors believe such deviations are not material and respectfully request that any such requirement be waived.

FURTHER INFORMATION

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34. Questions regarding the amount of a proof of claim, or the filing of a proof of claim, should be directed in writing to Imerys Talc America, Inc. Claims Processing Center, c/o Prime Clerk LLC, 850 Third Avenue, Suite 412, Brooklyn, NY 11232. Claimants should not contact the Clerk of the Court or the U.S. Trustee to discuss the merits of their Claim or the Objection.

CONSENT TO JURISDICTION

35. Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final judgment or order with respect to the Objection if it is determined that the Court would lack Article III jurisdiction to enter such final order or judgment absent consent of the parties.

NOTICE

36. Notice of the Objection will be given to: (a) the U.S. Trustee; (b) the United States Attorney for the District of Delaware; (c) the Internal Revenue Service; (d) counsel to the TCC; (e) counsel to the FCR; (f) the claimants (and counsel, if known) whose Claims are subject to this Objection; and (g) those parties that have requested notice pursuant to Bankruptcy Rule 2002. The Debtors submit that, under the circumstances, no other or further notice is required.

37. A copy of this Objection is available on (a) the Court’s website: www.deb.uscourts.gov, and (b) the website maintained by Prime Clerk at https://cases.primeclerk.com/imerystalc.

NO PRIOR REQUEST

38. No previous request for the relief sought herein has been made to this Court or any other court.

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WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested in the Objection and such other and further relief as may be just and proper.

Dated: May 29, 2020

Wilmington, Delaware

/s/ Amanda R. Steele

RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981)

Michael J. Merchant (No. 3854) Amanda R. Steele (No. 5530) Brett M. Haywood (No. 6166) One Rodney Square

920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com merchant@rlf.com steele@rlf.com haywood@rlf.com - and -

LATHAM & WATKINS LLP

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Richard A. Levy (admitted pro hac vice) 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611

Telephone: (312) 876-7700 Facsimile: (312) 993-9767

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PLEASE CAREFULLY REVIEW THIS OBJECTION AND THE ATTACHMENTS HERETO TO DETERMINE WHETHER THIS OBJECTION AFFECTS YOUR CLAIM.

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---

In re:

IMERYS TALC AMERICA, INC., et al.,1 Debtors. --- x : : : : : : : : x Chapter 11 Case No. 19-10289 (LSS) (Jointly Administered)

Hearing Date: June 30, 2020 at 10:00 a.m. ET Objection Deadline: June 19, 2020 at 4:00 p.m. ET

NOTICE OF OMNIBUS OBJECTION AND HEARING

PLEASE TAKE NOTICE that, on May 29, 2020, the above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) filed the Debtors’ Second Omnibus (Substantive) Objection to Certain No Liability Claims and Overstated Claims (the “Objection”) with the United States Bankruptcy Court for the District of Delaware (the “Court”). Your claim(s) may be disallowed as a result of the Objection. Therefore, you should read the attached Objection carefully.

PLEASE TAKE FURTHER NOTICE THAT YOUR RIGHTS MAY BE AFFECTED BY THE OBJECTION AND BY ANY FURTHER CLAIM OBJECTION THAT MAY BE FILED BY THE DEBTORS OR OTHERWISE. THE RELIEF SOUGHT HEREIN IS WITHOUT PREJUDICE TO THE DEBTORS’ RIGHT TO PURSUE FURTHER OBJECTIONS AGAINST YOUR CLAIM(S) SUBJECT TO THE OBJECTION IN

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ACCORDANCE WITH APPLICABLE LAW AND APPLICABLE ORDERS OF THE BANKRUPTCY COURT.

PLEASE TAKE FURTHER NOTICE that if the holder of a claim that is the subject of the Objection wishes to respond to the Objection, the holder must file a written response by June 19, 2020 at 4:00 p.m. ET with: (i) Office of the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801; (ii) Latham & Watkins LLP, 355 South Grand Avenue, Suite 100, Los Angeles, CA 90071-1560, (Attn: Jeffrey E. Bjork, Esq. (jeff.bjork@lw.com), Kimberly A. Posin, Esq. (kim.posin@lw.com) and Helena G. Tseregounis, Esq. (helena.tseregounis@lw.com)) and 330 North Wabash Avenue, Suite 2800, Chicago, IL 60611 (Attn: Richard A. Levy, Esq. (richard.levy@lw.com)); and (iii) Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins, Esq. (collins@rlf.com), Michael J. Merchant, Esq. (merchant@rlf.com), Amanda R Steele, Esq. (steele@rlf.com), and Brett M. Haywood (haywood@rlf.com)).

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communicate with respect to the claim or the response and who possesses authority to reconcile, settle, or otherwise resolve the objection to the disputed claim on behalf of the claimant.

PLEASE TAKE FURTHER NOTICE that if no response to the Objection is timely filed and received in accordance with the above procedures, an order may be entered sustaining the Objection without further notice or a hearing. If a response is properly filed, served and received in accordance with the above procedures and such response is not resolved, a hearing to consider such response and the Objection will be held before The Honorable Laurie Selber Silverstein, United States Bankruptcy Judge for the District of Delaware, at the Court, 824 North Market Street, 6th Floor, Courtroom No. 2, Wilmington, Delaware 19801 on June 30, 2020 at 10:00 a.m. ET. Only a response made in writing and timely filed and received will be considered by the Court at the Hearing.

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Dated: May 29, 2020

Wilmington, Delaware

/s/ Amanda R. Steele

RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981)

Michael J. Merchant (No. 3854) Amanda R. Steele (No. 5530) Brett M. Haywood (No. 6166) Sarah E. Silveira (No. 6580) One Rodney Square

920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com merchant@rlf.com steele@rlf.com haywood@rlf.com silveira@rlf.com - and -

LATHAM & WATKINS LLP

Jeffrey E. Bjork (admitted pro hac vice) Kimberly A. Posin (admitted pro hac vice) Helena G. Tseregounis (admitted pro hac vice) 355 South Grand Avenue, Suite 100

Los Angeles, California 90071-1560 Telephone: (213) 485-1234 Facsimile: (213) 891-8763 E-mail: jeff.bjork@lw.com kim.posin@lw.com helena.tseregounis@lw.com - and -

Richard A. Levy (admitted pro hac vice) 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611

Telephone: (312) 876-7700 Facsimile: (312) 993-9767

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---

In re:

IMERYS TALC AMERICA, INC., et al.,1 Debtors. --- x : : : : : : x Chapter 11 Case No. 19-10289 (LSS) (Jointly Administered)

ORDER SUSTAINING DEBTORS’ SECOND OMNIBUS (SUBSTANTIVE) OBJECTION TO CERTAIN NO LIABILITY CLAIMS AND

OVERSTATED CLAIMS

Upon the Debtors’ Second Omnibus (Substantive) Objection to Certain No Liability Claims and Overstated Claims (the “Objection”)2 seeking entry of an order disallowing and expunging the No Liability Claims listed on Schedule 1 hereto (the “No Liability Claims”) and modifying the Overstated Claims listed on Schedule 2 hereto (the “Overstated Claims”); and the Court having considered the Objection, the Lewandowski Declaration, the No Liability Claims, the Overstated Claims, and any responses thereto; and the Court having jurisdiction to consider the Objection and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2) and that this Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Objection in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Imerys Talc America, Inc. (6358), Imerys Talc Vermont, Inc. (9050), and Imerys Talc Canada Inc. (6748). The Debtors’ address is 100 Mansell Court East, Suite 300, Roswell, Georgia 30076.

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that proper and adequate notice of the Objection has been given and that no other or further notice is necessary; and upon the record herein; and after due deliberation thereon; and the Court having determined that there is good and sufficient cause for the relief granted in this order;

IT IS HEREBY ORDERED THAT:

1. The Objection is SUSTAINED, as set forth herein.

2. Any response to the Objection not otherwise withdrawn, resolved, or adjourned is hereby overruled on its merits.

3. Pursuant to section 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule 3007-1, the No Liability Claims listed on Schedule 1 annexed hereto are hereby disallowed in their entirety and shall be expunged from the Claims Register upon entry of this Order.

4. Pursuant to section 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule 3007-1, the Overstated Claims listed on Schedule 2 annexed hereto are hereby reduced to the amount set forth on Schedule 2 under the heading labeled “Corrected Claim Amount,” provided, however, that such Claims may be subject to further disallowance by an order of the Court upon further objection by the Debtors on any substantive or non-substantive grounds.

5. Nothing in this Order or the Objection is intended or shall be construed as a waiver of any of the rights the Debtors may have to enforce rights of setoff against the claimants.

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agreement is executory or unexpired for purposes of section 365 of the Bankruptcy Code or otherwise.

7. The Debtors and Prime Clerk are authorized to take all actions necessary and appropriate to give effect to this Order. Prime Clerk is authorized to modify the Claims Register to comport with the relief granted by this Order.

8. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

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NAME DATE FILED CASE NUMBER DEBTOR CLAIM # ASSERTED CLAIM AMOUNT

1 ALLEN ISD

LINEBARGER GOGGAN BLAIR & SAMPSON, LLP ELIZABETH WELLER

2777 N. STEMMONS FREEWAY SUITE 1000

DALLAS, TX 75207

9/10/2019 19-10289 (LSS) Imerys Talc America, Inc. 92 $ 1,233.49*

2 BNSF LOGISTICS, LLC

2710 S. 48TH STREET SPRINGDALE, AR 72762

3/18/2019 19-10289 (LSS) Imerys Talc America, Inc. 22 $ 17,360.86

3 CDW

ATTN: RONELLE ERICKSON 200 N. MILWAUKEE AVE VERNON HILLS, IL 60061

2/22/2019 19-10289 (LSS) Imerys Talc America, Inc. 6 $ 2,170.10

4 COYOTE LOGISTICS LLC

1110 MARKET ST STE 315 CHATTANOOGA, TN 37415

9/17/2019 19-10289 (LSS) Imerys Talc America, Inc. 96 $ 1,021.30

5 OUTOTEC USA INC.

8280 STAYTON DR STE M JESSUP, MD 20794

9/4/2019 19-10289 (LSS) Imerys Talc America, Inc. 87 $ 44,670.00

6 PACCAR FINANCIAL SERVICES LTD

777 106TH AVE NE BELLEVUE, WA 98004

1/8/2020 19-10292 (LSS) Imerys Talc Canada Inc. 787 $ 130,000.00

7 PACCAR FINANCIAL SERVICES LTD

777 106TH AVE NE BELLEVUE, WA 98004

1/8/2020 19-10292 (LSS) Imerys Talc Canada Inc. 817 $ 70,000.00

8 PITNEY BOWES GLOBAL FINANCIAL SERVICES LLC

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9 TOYOTA INDUSTRIES COMMERCIAL FINANCE, INC. SWANSON, MARTIN & BELL, LLP

CHARLES S. STAHL, JR. 2525 CABOT DRIVE, SUITE 204 LISLE, IL 60532

10/15/2019 19-10289 (LSS) Imerys Talc America, Inc. 208 $ 86,594.53

10 WELLS FARGO EQUIPMENT FINANCE

MAC F0005-055 800 WALNUT ST. DES MOINES, IA 50309

4/3/2019 19-10289 (LSS) Imerys Talc America, Inc. 36 $ 314,014.76

TOTAL $ 667,992.16*

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ASSERTED CORRECTED

NAME CLAIM# DEBTOR PRIORITY

STATUS AMOUNT DEBTOR PRIORITY STATUS AMOUNT

1 STAPLES

ATTN: ADRIENNE CHAVIS 7 TECHNOLOGY CIRCLE COLUMBIA, SC 29203

41 Imerys Talc America, Inc. Unsecured $30,929,45 Imerys Talc America, Inc. Unsecured $64.18

2 SUNTRUST EQUIPMENT FINANCE &

LEASING CORP LAWRENCE D. COOPER

303 PEACHTREE STREET, NE, STE. 900

ATLANTA, GA 28210

110 Imerys Talc America, Inc. Unsecured $13,262.45 Imerys Talc America, Inc. Unsecured $12,459.58

3 WELLS FARGO VENDOR FINANCIAL

SERVICES, LLC WFVFS - BANKRUPTCY PO BOX 13708

MACON, GA 31208

14 Imerys Talc America, Inc. Unsecured $2,892.78* Imerys Talc America, Inc. Unsecured $453.89

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EXHIBIT B

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---

In re:

IMERYS TALC AMERICA, INC., et al.,1 Debtors. --- x : : : : : : x Chapter 11 Case No. 19-10289 (LSS) (Jointly Administered)

DECLARATION OF DOUGLAS LEWANDOWSKI IN SUPPORT OF DEBTORS’ SECOND OMNIBUS (SUBSTANTIVE) OBJECTION TO CERTAIN NO LIABILITY CLAIMS AND OVERSTATED CLAIMS I, Douglas Lewandowski, pursuant to 28 U.S.C. § 1746, declare:

1. I am a Director with Alvarez & Marsal North America, LLC (“A&M”), a restructuring advisory services firm, where I serve in the Claims Management Services Division. I specialize in assisting companies that have sought relief under chapter 11 of the Bankruptcy Code2 with a focus on claims and data management. I, along with my colleagues at A&M, have been engaged by the Debtors to provide various restructuring and financial services. In my current position with A&M, I am responsible for assisting the Debtors with claims management. I am generally familiar with the Debtors’ day to day operations, business affairs, and books and records that reflect, among other things, the Debtors’ liabilities and the amount thereof owed to their creditors. I have read the Debtors’ Second Omnibus (Substantive) Objection to Certain No Liability Claims and Overstated Claims (the “Objection”),2 and am directly, or by and through

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The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Imerys Talc America, Inc. (6358), Imerys Talc Vermont, Inc. (9050), and Imerys Talc Canada Inc. (6748). The Debtors’ address is 100 Mansell Court East, Suite 300, Roswell, Georgia 30076. 2

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my personnel or agents, familiar with the information contained therein, the Proposed Order, and the schedules attached thereto.

2. In preparing this Declaration, I reviewed the Claims Register maintained by the Debtors’ court-appointed claims agent, Prime Clerk LLC, which contains the record of all parties that filed proofs of claim in connection with the Chapter 11 Cases. Additionally, I or other employees of A&M working under my supervision reviewed each of the proofs of claim that is the subject of the Objection.

3. Except as otherwise indicated, all facts set forth in this Declaration are based on my personal knowledge of the Debtors’ operations and finances, my review of the proofs of claim and Claims Register, information received from other members of A&M or the Debtors’ management and advisors, or upon my experience and knowledge of the claims process in these Chapter 11 Cases. As to matters regarding state and federal law, including bankruptcy law, I have relied on the advice of counsel. If called upon to testify, I would testify competently to the facts set forth herein.

The No Liability Claims

4. In the Objection, the Debtors identified certain Claims as to which the Debtors believe, after reviewing the Claims and the Books and Records, they have no liability. These Claims are identified as “No Liability Claims” in the Objection. I respectfully submit the following detail for each of the aforementioned No Liability Claims.

A. Claim Nos. 6, 22, 87, 92 and 96.

5. Claim Numbers 6, 22, 87, 92 and 96 were filed by the following claimants in the following amounts:

Claim No. Claimant Claim Amount

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Claim No. Claimant Claim Amount

6 CDW $ 2,170.10

96 Coyote Logistics LLC $ 1,021.30

87 Outotec USA Inc. $ 44,670.00

6. To the best of my knowledge, information, and belief, and insofar as I have been able to ascertain after reasonable inquiry, and based upon a careful review and analysis of the Debtors’ Books and Records, the Schedules, and the Claims Register, the Debtors have no liability due and owning on account of the above-listed No Liability Claims. Each of the above-listed No Liability Claims relates to a claim against a non-filing entity (i.e. a non-debtor affiliate) and the Debtors have otherwise been unable to identify any basis pursuant to which such claimants have a Claim against any of the Debtors. The non-filing entities identified in the proofs of claim filed for the above-listed Claims are as follows:

 Claim No. 92 relates to non-filing entity Imerys Clays, Inc. Although the proof of claim does not identify the non-filing entity by name, the same account was paid by non-debtor Imerys Clays, Inc. in 2018 on the same basis.

 Claim No. 22 relates to non-filing entities Imerys Filtration Minerals, Inc. and Imerys Carbonates USA, Inc. These entities are listed on the invoice attached to the proof of claim.

 Claim No. 6 relates to non-filing entity Imerys Filtration Minerals, Inc. This entity is listed on the invoice attached to the proof of claim.

 Claim No. 96 relates to non-filing entity Imerys USA, Inc. This entity is listed on the invoice attached to the proof of claim.

 Claim No. 87 relates to non-filing entity Imerys Filtration Minerals, Inc. This entity is listed on the invoice attached to the proof of claim.

B. Claim Nos. 23, 36, 208, 787, and 817.

7. Claim Numbers 23, 36, 208, 787, and 817 were filed by the following claimants in the following amounts:

Claim No. Claimant Claim Amount

787 Paccar Financial Services LTD $130,000.00

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Claim No. Claimant Claim Amount

23 Pitney Bowes Global Financial Services LLC $ 927.12

208 Toyota Industries Commercial Finance, Inc. $86,594.53

36 Wells Fargo Equipment Finance $314,014.76

8. To the best of my knowledge, information, and belief, and insofar as I have been able to ascertain after reasonable inquiry, and based upon a careful review and analysis of the Debtors’ Books and Records, the Schedules, and the Claims Register, the Debtors have no liability due and owning on account of the above-listed No Liability Claims. Specifically:

 Claim No. 23 was satisfied in full as set forth on Schedule 1, except for a remaining invoice which the Debtors have no liability because, according to the Debtors’ Books and Records, multiple attempts were made by the Debtors to close the account to which the purported liability relates prior to the date of contract renewal on April 11, 2018.

 Claim Nos. 36, 208, 787, and 817 are claims for future payments on account of equipment leases. The Debtors continue to pay postpetition obligations in the ordinary course. No amounts were due and owing in respect of these Claims on the Petition Date.

9. Accordingly, the Debtors have no liability due and owning for each of the above-listed No Liability Claims under any agreement or applicable law. The No Liability Claims identified on Schedule 1 to the Proposed Order should be disallowed in their entirety and expunged from the Claims Register.

The Overstated Claims

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10. Claim Numbers 4, 14, and 110 were filed by the following claimants in the following amounts:

Claim No. Claimant Claim Amount

4 Staples $30,929.45

110 SunTrust Equipment Finance & Leasing Corp. $13,262.45

14 Wells Fargo Vendor Financial Services, LLC $2,892.78

11. To the best of my knowledge, information, and belief, and insofar as I have been able to ascertain after reasonable inquiry, and based upon a careful review and analysis of the Debtors’ Books and Records, the Schedules, and the Claims Register, the above-listed Overstated Claims were filed in an amount that differs from and is greater than the amount reflected in the Debtors’ Books and Records.

12. Claim Number 4 relates, in part, to non-filing entities (i.e. non-debtor affiliates) and the modified amount set forth on Schedule 2 under the heading labeled “Corrected Claim Amount” reflects the amount actually owed under invoice 3402784396 as set forth in the Debtors’ Books and Records.3 The non-filing entities identified in the proof of claim, include, but are not limited to, the following non-debtor entities: Imerys Clays, Inc., Imerys Filtration Minerals, Inc., Imerys Fused Minerals Greenville, Inc., and Imerys Steelcasting USA, Inc.

13. Moreover, Claim Numbers 14 and 100 are being reduced to match the Debtors’ Books and Records. Specifically, Claim Number 14 is modified as set forth on Schedule 2 under the heading labeled “Corrected Claim Amount” to reflect that a portion of the Claim is on account of future lease payments, which will be paid in the ordinary course. In addition, Claim Number 110 is modified as set forth on Schedule 2 under the heading labeled “Corrected Claim Amount” to reflect an adjustment for invalid late fees asserted by the claimant.

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Contemporaneously with filing this Objection, the Debtors have also filed the Debtors’ Third

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14. Accordingly, based on the Debtors’ Books and Records, the above-listed Overstated Claims were filed in an incorrect amount. As such, the Overstated Claims identified under the “Asserted Claim Amount” column on Schedule 2 to the Proposed Order should be modified by reducing the amount to the dollar value listed under the “Corrected Claim Amount” column on Schedule 2 to the Proposed Order.

15. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct to the best of my knowledge, information, and belief.

Executed on May 29, 2020

/s/ Douglas Lewandowski Douglas Lewandowski

Director

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