2021-01-22_GENERAL DOCUMENTS - C1980004 (3)

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Case 120-bk-12043 Doc 574-1 Filed 01/13/21 Entered OV13/21 1138 01 Desc Case 1.20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 1138:01 Desc Exhibit 1- Proposed Confirmation Order Page 3 of 69 Exhibit 1- Proposed Confirmation Order Page 4 of 69 11 of the Bankniptry Code (Docket No 529) (the "Plan"), as amended as set forth in this Order and the Memormidan in Support of Confirmation of First Amended Joint Plan of Orderly Liquidation of Hopedale Mining, LLC and as Affiliated Debtors Under Chapter 11 of the Bankruptcy Code (Docket No 573) (the "Confirmation Memorandum," and collectively with the Plan, the "P an"),'- (it) the approval, on an final basis, of the First Amended Joint Drsclosioe Statement Pursuant to Section 1125 of the Banlvl ptcy Code with Respect to the Joint Plan of Orderly Liquidation of Hopedale Mining, LLC and its Affiltated Debtors Under Chapter 11 of the Bankruptcy Code (Docket No 530) (the "Disclosure Statement") filed by the above - captioned debtors and debtors-m-possession (the "Debtors') and the Official Committee of Unsecured Creditors of the Debtors (the "Committee." and collectively with the Debtors, the "Proponents") This Court, having considered (i) the Plan, (it) the Disclosure Statement; (u0 the Confirmation Memorandum, including the (x) Declaration of Thomas Fairfield in Support of Confirmation of First Amended Joint Plan of Liquidation Under the Bankruptcy Code attached to the Confirmation Memorandum (the "Fairfield Declaration") and (y) Declaration of Emily Young of Epiq Corporate Restructuring, LLC Regarding Voting and Tabulation of Ballots Cast on Debtors' First AmendedJotnt Plan of Liquidation Under the Bankruptcy Code attached to the Confirmation Memorandum (the "Yount Declaration'); (iv) any evidence presented at the Confirmation Hearing, including the proffers, statements and representations of counsel, the modifications, amendments and additions to the Plan announced on the record by counsel for the Proponents or as set forth in the Confirmation Memorandum, which have been incorporated in writing into this Order, and pursuant to Federal Rule ofCivil Procedure 52(a)(1), as incorporated ' Unless otherwise defined harem, eapital-d terms shall have the meanings asaibai to such terms m the Plan Any term used in the Plan or this Order that is not defined in the Plan m this Order, but that is used in the Bankruptcy Code (as defined below) or the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") shall have the meaning ascribed to such term in he Bankruptcy Code or the rsankruptey Rules, as applicable 2 Case 1 20-bk-12043 Doc 574-1 Filed OV13/21 Entered 01/13/21 11 38 01 Desc Exhibit 1- Proposed Confirmation Order Page 5 of 69 E On July 30, 2020, the United States Trustee appointed the Committee Disclosure Statement / Notice F The Disclosure Statement contains adequate information as required by section 1125 of the Bankruptcy Code G The Disclosure Statement, the Plan, the ballots, the Order (A) Scheduling Combined Hearing on Approval of Disclosure Statement and Confirmation of Plan of Liquidation, (B) Establishing Procedures for Solicitation and Tabulation of Votes on Plan and (C) Approving Related Dares, Forms and Procedures (Docket No 511) (the "Combined Hearing Order"), and related materials were transmitted and served as required by the Court and in compliance with the Combined Heating Order, the Bankruptcy Code, the Bankruptcy Rules, and any applicable local bankruptcy rles, as evidenced by the Affidavit of Service of Solicitation Materials (Docket No 555) (the "Solicitation Affidavit') Such transmittal and service constitutes proper and sufficient notice reasonably calculated, under the circumstances, to apprise creditors and interested parties of the pendency of the Plan, the Confirmation Hearing, and afford them an opportunity to present their objections and no other or further notice is or shall he required Voting H Votes to accept or reject the Plan have been solicited with proper and sufficient nonce and tabulated fairly, in good faith, and in a manner consistent with the Combined Hearing Order, the Bankruptcy Code, the Bankruptcy Rules and, as applicable, the local rules by Bankruptcy Rule 7052, issued its oral ruling on the record at the Confirmation Heating and in accordance with the Court's tilling on the record, makes the following findings of fact and conclusions of law Fiodints and Conclusions / Judicial Notice A The findings and conclusions set forth herein constitute the Court's findings of fact and conclusions of law pursuant to Fed R Banks P 7052, made applicable to this proceeding pursuant to Fed. R Bankr P 9014 To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such B The Court takes Judicial notice of the docket in these Chapter 11 Cases and any related adversary proceedings or the claims register(s) maintained by Epiq Corporate Restructuring, LLC, the Debtors' claims and noticing agent, including, without limitation, all pleadings and other documents filed, all orders entered, and all evidence and arguments made, proffered, or adduced at the hearings held before the Court during the pendency of these Chapter 11 Cases Jurisdiction and Venue C On July 22, 2020 (the "Petition Date"), the Debtors commenced these cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code, 11 U S C §§ 101- 1330, et seq (the "Bankruptcy Code") D Confirmation of the Plan is a core proceeding pursuant to 28 US C § 157(b)(2)(L) This Court has exclusive Jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed, and this Court's exercise of such Jurisdiction to enter a final order with respect thereto is proper in all respects Case 1.20-bk-12043 Doc 574-1 Filed O1/13121 Entered 01113/2111.38 01 Desc Exhibit 1- Proposed Confirmation Order Page 6 of 69 Burden of Proof I The Proponents have the burden of proving the elements of section 1129(a) (and if applicable, section 1129(b)) of the Bankruptcy Code by a preponderance of the evidence and they have met that burden as further found and determined herein Compliance with Sections 1123 and 1129 of the Bankruptcy Code J Section 1129(a)(1) — Plan's Compliance with the Bankruptcy Code The Plan complies with all applicable provisions of the Bankruptcy Code as required by section 1129(a)(1) of the Bankmptcy Code, including, without limitation, sections 1122 and 1123 of the Bankruptcy Code K Sections 1122(a) and 1123(a)(l)-(4) The Plan satisfies sections 1122(a) and 1123(a)(1) of the Bankruptcy Code and designates separate Classes of Claims, and each Class contains Claims that are substantially similar to the other Claims within that Class The Plan satisfies sections 1123(a)(2) through (4) of the Bankruptcy Code by specifying the treatment of each Class that is impaired, and by providing the same treatment for each Claim within a particular Class L Section 1123(a)(5) The Plan and various documents set forth therein or incorporated by reference provide adequate means for the Plan's implementation, including, toter alra (r) the creation of the Liquidating Trust and the transfer of the Liquidating Trust Assets to the Liquidating Trust Accordingly, the Plan satisfies section 1123(a)(5) of the Bankruptcy Code M Sections I123(a)(6) — (a)(8) Section 1123(a)(6) of the Bankruptcy Code is not applicable to the Plan since it does not provide for the issuance of any interests in any Debtors Section 1123(a)(7) does not apply as the Plan provides for the dissolution of the Debtors and it 4 5