FOR THE DISTRICT OF DELAWARE
In re: ) Chapter 11
FIJHU, INC., et al., I ) Case No. 15-12465 ~)
Debtors. ) (Joint Administration Requested) DEBTORS' MOTION FOR ENTRY OF AN ORAER AUTHORIZING THE DEBTORS TO FILE A CQNSpLIDATED LIST OF CREDITORS IN LIEU OF SUBMITTING A SEPARATE MAILING MATRIX FOR EACH DEBTOR
The above-captioned debtors and debtors in possession (collectively, the "Debtors") file this motion (the "Motion") for entry of an order, substantially in the form
attached hereto as Exhibit A, (a) authorizing the Debtors to file a consolidated list of creditors in lieu of submitting separate mailing matrices for each Debtor, and (b) granting related relief. In support of this Motion, the Debtors respectfully state as follows:
Jurisdiction and Venue
1. The United States Bankruptcy Court for the District of Delaware (the "Court") has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Afnended Standing Order of Reference from the United States T~istrict Court for the llistrict of Delaware, dated February 29, 2012. This matter is a core proceeding within the meaning of 28 LJ.S.C. § 157(b)(2), and the Debtors confirm their consent pursuant to Rule 9013-1(~ of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules") to the entry of a final order by the Court in connection
i The Debtors, together with the last four digits of each Debtor's tax identification number, are: Fuhu, Inc. (7896) and Fuhu Holdings, Inc., (9761). The location of the Debtors' headquarters and service address is 909 N. Sepulveda Blvd., Suite 540, El Segundo, CA 90245.
DOGS DE203672.129396/001
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with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution.
2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3. The statutory bases for the relief requested herein are sections 105(a) and S21 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"), Rule 1007 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Local Rules 1001-1(c), 1007-2, 2002-1 and 9013-1(m).
Relief Requestet~
4. By this Motion, the Debtors seek entry of an order substantially in the form attached hereto as Exhibit A, (a) authorizing the Debtors to file a consolidated list of creditors in lieu of submitting separate mailing matrices for each Debtor; and (b) granting related relief.
Back~ronnd
5. On the date hereof (the "Petition Date"), the Debtors each filed with this Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors and debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code
6. The factual background regarding the Debtors, including their current and historical business operations and the events precipitating the chapter 11 filing, is set forth in detail in the Master Statement of Facts and DeclaNation of James Mitchell in Support of
FiNst-2
I~ay Motions (the "First Da Declaration") filed concurrently herewith and incorporated herein by reference.2
Basis For Relief
7. Local Rule 2002-1(~(v) requires each debtor, or its duly retained agent, in jointly administered cases to"maintain a separate creditor mailing matrix. Local Rule 1001-1(c)
permits modification of the I,~cal Rules by the Court "in the interest of justice." The Debtors submit that permitting them to maintain a single consolidated list of creditors, in lieu of filing a separate creditor matrix for each Debtor, is warranted. Requiring the Debtors to segregate and convert their computerized records to aDebtor-specific creditor matrix format would be an unnecessarily burdensome task and result in duplicate mailings. Moreover, the Court has granted relief similar to the relief requested herein since the modifications to Local Rule 2002-1(fl(v) took effect. See, e.g., In Ne AWI Delaware, Inc., Case No. 14-12092 (KJC) (Bankr. D. Del. Sept. 10, 2014) (authorizing filing of a consolidated list of creditors in lieu of separate mailing matrices); In re Entegra Power Group LLC, No. 14-11859 (PJW) (Bankr. D. Del. Aug. 6, 2014) (same); In re GSE Environmental, Inc., No. 14-11126 (MFW) (Bankr. D. Del. May C, 2014) (same); In ~e Dolan Co., No. 14-10614 (BLS) (Bankr. D. Del. Mar. 25, 2014) (same); In Ne Sorenson Cominc'ns, Inc., No. 14-10454 (BLS) (Bankr. D. Del. Mar. 4, 2014) (same); In re Restora HealthcaNe Holdings, LLC, No. 14-10367 (Bankr. D. Del. Feb. 26, 2014) (same).
Z Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the First Day Declaration.
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Notice
8. The Debtors will provide notice of this Motion to the following parties, or
their counsel, if known: (a) the Office of the United States Trustee; (b) the Debtors' twenty (20)
largest unsecured creditors on anon-consolidated basis; (c) the Debtors' prepetition and
postpetition lenders; and (d) any party that has requested notice pursuant to Bankruptcy Rule
2Qp2. As the Motion is seeking "first day" relief, within two business days of the hearing on the Motion, the Debtors will serve copies of the Motion and any order entered respecting the Motion
as required by Local Rule 9013-1(m). The Debtors submit that, in light of the nature of the relief
requested, no other or further notice need be given.
No Prior Request
9. No prior request for the relief sought in this Motion has been made to this
or any other court.
[Remainder of page intentzonaZly left blank)
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the Debtors respectfully request entry of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing the Debtors to file a consolidated list of creditors in lieu of submitting separate mailing matrices for each Debtor, and (b) granting such other relief as is just and proper.
Dated: December r", 2015 PACHULSKI STANG ZIEHL &JONES LLP
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'r~,,.. Vii? ~: effrey N. omerantz (CA Bar No.143717) Ira Kharasch (CA Bar No. 1 p9084)
Michael R. Seidl (DE Bar No. 3889) Colin R. Robinson (DE Bar No. 5524) 919 North Market Street, 17th Floor P.O. Box 8705
Wilmington, DE 19899-8705 Telephone: 302-652-4100 Facsimile: 302-652-4400
E-mail : j Pomerantz@p szj law. com ikharasch@pszj law.com [email protected] crobinson@pszj law.com
-and-BRYAN CAVE LLP
Robert J. Miller (AZ#013334) (pro hac vice pending) Two N. Central Ave., Suite 22Q0
Phoenix, Arizona 85004 T: 602-364-7000
F: 602-364-7070
Email: [email protected] ~_.~
Kerry A. Moynihan (SBN 25057) (pro hac vice pending) 3161 Michelson Drive, Suite 1500
Irvine, California 92612 T: 949-223-7000 F: 949-223-7100 Email: [email protected] 5 DOCS DE203672,129396/001
-and-Brian G Walsh (MO#58091) (pro hac vice pendzng) Laura Uberti Hughes (MO#6p732) (pro hac vice pending) One Metropolitan Square
211 N. Broadway, Suite 3600 St. Louis, Missouri 63102 T: 314-259-2000 F:314-259-2020 Email: [email protected] [email protected]
P~o~osed Counsel for the Debtors and Debtors in Possession
6
Proposed Order
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT QF DELAWARE
In re: ) Chapter 11
FUHU, INC., et al., l ) Case No. 15-12465 (_)
Debtors. ) (Joint Administration Requested) ORDER AUTHORIZING THE DEBTORS TO FILE
A CONSOLIDATED LIST pF CREDITORS IN LIEU OF
SUBMITTING A SEPARATE MAILING MATRIX FOR EACH DEB7'~R Upon the motion (the "Motion")2 of the above-captioned debtors and debtors in possession (collectively, the "Debtors") for entry of an order (this "Order"), pursuant to Bankruptcy Code sections 105(a) and 521, Bankruptcy Rule 1007(a)(1), and Local
Rules 1001-1(c), 1007-2, 2002-1 and 9013-1(m), authorizing the Debtors to file a consolidated list of creditors in lieu of submitting separate mailing matrices for each Debtor, all as more fully set forth in the Motion; and upon the First Day Declaration; and this Court having jurisdiction over this matter pursuant to 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 this 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 this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors' estates and creditors, and
1 The Debtors, together with the last four digits of each Debtor's tax identification number, are: Fuhu, Inc. (7896) and Fuhu Holdings, Inc., (9761). The location of the Debtors' headquarters and service address is 909 N. Sepulveda Blvd., Suite 540, El Segundo, CA 90245.
z Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion. ROCS DE203672.1 29396/001
other parties in interest; and this Court having found that the Debtors' notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (the "Hearin "); and this Court having determined that the legal and factual bases set forth in the
Motion end ~t the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT:
1. The Motion is granted as set forth herein.
2. The requirements of Local Rules 1007-2(a) and 2002-1(~(v) that separate mailing matrices be submitted for each Debtor is permanently waived, and the Debtors are authorized to submit a consolidated list of creditors; pNovided, however, that if any of these chapter 11 cases converts to a case under chapter 7 of the Bankruptcy Code, the applicable Debtor shall file its own creditor mailing matrix.
3. The Debtors shall cause such list to be made available in readable electronic format (or in non-electronic format) upon reasonable. request by parties in interest.
4. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion.
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5. This Court retains exclusive jurisdiction with respect to all matters arising
from or related to the implementation, interpretation, and enforcement of this Order.
Dated: , 2015
United States Bankruptcy Judge
