2021-01-14_GENERAL DOCUMENTS - C1980004

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Case 120-bk-12043 Doc 578-1 Filed 01/13/21 Entered 01/13/21 16:5405 Desc Exhibit 1 -Amended Proposed Confirmation Order Page 7 of 68 Case 1:20-bk-12043 Doc 578-1 Filed 01/13/21 Entered 01/13/21 16:54:05 Desc Exhibit 1 -Amended Proposed Confirmation Order Page 8 of 68 P. Section 1129(a)(2) — Plan Proponents' Comnliance with the Banlauntcv Code. The Proponents have complied with the applicable provisions of the Bankruptcy Code. The Proponents are proper proponents of the Plan and have solicited acceptances of the Plan in accordance with the requirements of section 1125 of the Bankruptcy Code, the Bankruptcy Rules, the Combined Hearing Order, and, as applicable, the local rules. Pursuant to the Combined Hearing Order, on or about December 1, 2020, as evidenced by the Solicitation Affidavit, the Proponents mailed, by first class mail, postage prepaid, the Solicitation Package containing copies of: u) a cover letter describing the contents ofthe Solicitation Package; (a) a USB flash drive containing the Plan and the Disclosure Statement; (in) Ballots and instructions for completing the same; (tv) the Combined Hearing Order; and (v) a prepaid Ballot return envelope. Creditors not entitled to vote on the Plan were mailed copies of the Combined Hearing Order. The Disclosure Statement and the procedures by which the ballots for acceptance or rejection of the Plan were solicited and tabulated were adequate, fair, properly conducted and in accordance with Bankruptcy Rules 3017 and 3018, section 1126(b) of the Bankruptcy Code, the Combined Hearing Order, and, as applicable, the local rules. Accordingly, the Plan satisfies section 1129(a)(2) ofthe Bankruptcy Code. Q. Section 1129(a)(3)—Plan Proposed in Good Faith. The Proponents have proposed the Plan in good faith and not by any means forbidden by law. The Plan is the result of extensive good faith, arm's-Length negotiations between the Debtors and the Committee and, as evidenced by strong creditor support for the Plan, achieves the goals broadly embodied in the Bankruptcy Code. Therefore, the Plan complies with section 1129(a)(3) of the Bankruptcy Code. 7 Case 1:20-bk-12043 Doc 578-1 Filed 01/13/21 Entered 01/13/21 16:54:05 Desc Exhibit 1 -Amended Proposed Confirmation Order Page 9 of 68 the Effective Date under chapter 7 of the Bankruptcy Code. Therefore, the Plan complies with section 1129(a)(7) of the Bankruptcy Code. V. Section 1129(a)(8) —Acceptance by Certain Classes. The following Classes are impaired and, as indicated in the Young Declaration, such Classes have accepted the Plan because pursuant to section 1126(c) of the Bankruptcy Code more than one-half (1/2) of the number and at least two-thirds (2/3) ofthe dollar amount actually voting have accepted the Plan: Class 1, Class 3, Class 4 and Class 5. Class 2 (Secured 2 Claims) is not unpaired and was deemed to accept the Plan. Class 6 (Equity Interests) is unpaired and does not receive or retain any property under the Plan on account of such Interests. Accordingly, Class 6 is deemed to reject the Plan pursuant to section 1126(g) of the Bankruptcy Code. Nevertheless, the Plan is confrmnable because it satisfies section 1129(b)(1) ofthe Bankruptcy Code. W. Section I129(a)(9) — Treatment of Administrative Claims, Priority Claims, and Priority Tax Claims. The treatment of Administrative Claims and Priority Claims pursuant to the Plan satisfies the requirements of sections 1129(A)(9)(A) and (B) ofthe Bankruptcy Code and the treatment of Priority Tax Claims pursuant to the Plan satisfies the requirements of section 1129(a)(9)(C) ofthe Bankruptcy Code. X. Section 1129(a)(10) — Acceptance by One Impaired Class. The Plan has been accepted by Class 1, Class 3, Class 4, and Class 5, all of which are unpaired under the Plan. Because at least one unpaired Class of Claims has accepted the Plan, determined without including any acceptance of the Plan by any insider, the Plan satisfies the requirements of section 1129(a)(10) ofthe Bankruptcy Code. Y. Section 1129(a)(11) — Feasibility. The Plan calls for the liquidation of the Debtors. Therefore, the Plan complies with section 1129(a)(11) ofthe Bankruptcy Code. R. Section 1129(a)(4) — Pavment for Services. Any payment made or to be made by any of the Debtors for services or for costs and expenses in or in connection with these chapter 11 cases, or in connection with the Plan and incident to these chapter 11 cases, has been approved by, or is subject to the approval of, the Court as reasonable, thereby satisfying section 1129(a)(4) ofthe Bankruptcy Code. S. Section 1129(a)(5) — Identity of Manatiern . In accordance with section 1123(b)(3)(B) of the Bankruptcy Code, the Proponents identified the person appointed as the Liquidating Trustee and serving in that capacity as the appointed representative of the Debtors and/or the Estates pursuant to the Notice of Filing of Selection of Liquidating Trustee and Liquidating Trust Board Representatives and Filing of Form Liquidating Trust Agreement (Docket No. 563). Furthermore, Article V ofthe Plan describes in detail the Liquidating Trustee and the duties of the Liquidating Trustee. The appointment of the Liquidating Trustee is consistent with the interests of creditors and public policy. The members of the Liquidating Trust Board assert that they have no conflict of interest. Therefore, the Plan complies with section 1129(a)(5) of the Bankruptcy Code. T. Section 1129(a)(6) No Rate Chanties. The Plan does not involve the establishment of rates over which any regulatory commission has or will have jurisdiction after confirmation. Therefore, section 1129(a)(6) ofthe Bankruptcy Code does not apply to the Plan. U. Section 1129(a)(7) — Best Interests of Creditors. With respect to each impaired Class of Claims, each Holder in such Class has either accepted the Plan or will receive or retain under the Plan on account of such Claim property of a value, as ofthe Effective Date, that is not less than the amount that such Holder would receive or retain if the Debtors were liquidated on Case 1:20-bk-12043 Doc 578-1 Filed 01/13/21 Entered 01/13/21 16:54:05 Desc Exhibit 1 -Amended Proposed Confirmation Order Page 10 of 68 Z. Section I129(a)(12)—Pavment of Fees. Pursuant to Article III of the Plan, all fees payable under 28 U.S.C. § 1930 will be paid by the Debtors, or as applicable by the Liquidating Trustee, until such time as the Debtors' Chapter 11 Cases are closed or dismissed. All outstanding Trustee fees as of the Effective Date of the Plan shalt be paid on or before the Effective Date. Therefore, the Plan complies with section 1129(a)(12) of the Banku ptcy Code. AA. Section 1129(a)(13) — Retiree Benefits. The Debtors do not sponsor or provide any retiree benefit plans within the meaning of section 1114 of the Bankruptcy Code and the Debtors have terminated their 401(k) plans. Accordingly, section 1129(a)(13) ofthe Bankruptcy Code is not applicable to the Plan. BB. Section 1129(a)(14) — Domestic Support Obligations. The Debtors are not required to pay any domestic support obligations. Accordingly, section 1129(a)(14) of the Bankruptcy Code is not applicable to the Plan. CC. Section 1129(a)(15) — Debtors are Not Individuals. The Debtors are not individuals. Accordingly, section 1129(a)(15) of the Bankruptcy Code is not applicable to the Plan. DD. Section 1129(a)(16) — Transfers. Each of the Debtors is a moneyed, business, or commercial corporation or trust, and therefore, section 1129(a)(16) of the Bankruptcy Code is not applicable to the Plan. EE. Section 1129(b) — Cramdown. This Court, having considered the Confirmation Memorandum filed by the Proponents, confirms the Plan under section 1129(b) of the Bankruptcy Code notwithstanding the deemed rejection of the Plan by Class 6 (Equity Interests) because the Plan does not unfairly discriminate against, and is fair and equitable with respect to 9 10