WEBVTT

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Good morning, this is judge Lopez. I'm gonna

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call 25 906 for to clear Petro Finko I Will take

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appearances in the courtroom if anyone's on the

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line, please hit five star and I will unmute

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your line For the US trustee I'm standing in

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for my colleague Andrew Jimenez. Okay. Good morning.

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Mr. Luz good morning And I will unmute a few

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lines here. 312 number. Yep. Good morning, Your

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Honor. Jack Lewis from Kirkland Alice on behalf

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of the debtors. I believe my colleague Dave Gremling

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will be on as well. All right. Here's a 312 number.

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Another 312 number. I just unmuted. And here's

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a 212 number. Your honor Michael Cohen Okay,

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I just unmuted two more lines if you're on the

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line For Cleopatra, please make an appearance.

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Mr. Scott. Good morning Good morning. Your honor

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Sean Scott of Mayor Brown LOP on behalf of co

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-foss finance GmbH one of the factors. Alrighty

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Okay, good morning mr. Higgins All right, 6 -3

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-2 number. Good morning, Your Honor. Dave Gremling

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of Kirkland and Allen is also on behalf of the

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debtors. All righty, good morning. And Bob Richards

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on behalf of Facto France on the 6 -3 -0 number.

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Good morning. Okay. Mr. Luz, maybe I can turn

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it to you. I know, I guess I'll set the table.

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Debtors start at this chapter 11. case on November

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the fourth we held first day hearings on November

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the fifth and It was a related Among the first

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day relief There was a motion Seeking interim

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relief to allow the debtors to continue participating

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in Selling receivables under certain factoring

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program and modifying the automatic stay and

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granting additional relief, I ask to the parties,

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and they were kind enough to continue a portion

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of the relief requested till today. I granted

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interim relief on that basis, but we were going

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to have a second hearing just to give folks a

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little bit more notice. And with that said, I

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will turn things over to you, Mr. Luz. Your Honor,

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I would note that we filed a brief supplemental

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declaration from Mr. Hickman. I hope Your Honor

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had a chance to see that. I did. I did. Just

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providing some supplemental context and evidence.

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For the argument, Your Honor, I was going to

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turn it over to my colleague, Mr. Gremling. We

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might be having camera issues. Let me just ask.

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I mean, I think I'm. Is there anyone who opposes

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the relief requested? My understanding your honor

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is that the office of the US trustee is raising

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the same point that they raised at the first

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day hearing. Understood. Otherwise we would not

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receive formal or informal opposition. Awesome.

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Thank you. Ms. Whitmer. That is correct your

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honor. The US trustee does not agree with the

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relief that's provided in paragraph 8, that super

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priority lien, for several reasons. Obviously

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Mr. Jimenez brought that up at the first day

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hearing just to reiterate that This they're trying

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to solve a problem. That's not before the court

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at this time. It's a it's not a ripe issue that

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the Order itself has findings that the sale of

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those receivables are not part of the estate

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and so and also the issue of the challenge period,

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this super priority moots the ability to challenge

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the purpose of the challenge period is mooted

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when the super priority kicks in because any

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ability to go after those other assets is gone.

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Thank you. Okay, let me hear from The debtors.

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Your Honor, this is Dave Gumbling of Kirkland

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and Ellis. I am in the Goda meeting. I'm having

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trouble, I think, getting my camera on, and I

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can't see anybody else's screen. But if you can

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hear me, I can proceed by the audio, if that

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works for Your Honor. Yeah. That's how we used

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to do it back in the day, and it works just fine.

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Thank you. Please continue. Okay, well, first

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I'll do the housekeeping on the evidence. First,

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we have two declarations that are relevant to

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the relief requested today. First, there's the

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declaration of Mark Rotella, the company's chief

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financial officer. That's at docket number four.

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Mr. Rotella is on the line and available for

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cross -examination to the extent necessary. And

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if nobody has an objection, I'd request that

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Your Honor take the declaration of Mr. Rotella

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into evidence. Okay, any objection? Okay, it's

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admitted. Thank you, your honor. We also have

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the declaration from Jonathan Hickman of Alvarez

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and Marcel, the debtor's proposed financial advisor

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that Mr. Luz referred to a moment ago. That's

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available at docket number 126. Mr. Hickman is

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on the line as well, available for cross -examination,

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and I request that your honor admit his declaration

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into evidence. Any objection? Okay, it's admitted.

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Thank you. Okay, Your Honor, I'll turn to the

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only item on the agenda today, which is the factoring

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motion and the second interim factoring order.

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I'll give a little background, but I'll address

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what I believe is the U .S. Trustee's concern.

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And so, as Your Honor is aware, through both

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the papers that the debtors have filed and the

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conversation at the first day hearing, Prior

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to filing these cases, the debtors had factoring

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relationships with two factors. That's COFAS

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and FACO France, represented by Mayor Brown and

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Dentons in this case. As is common, these transactions

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were structured as true sales of receivables

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with a fallback in the event that the true sale

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is recharacterized as a financing to a secure

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financing transaction. The debtors would like

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to be able to force the factors to continue the

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factoring arrangement on a post petition basis.

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So we believe that the contracts are at least

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arguably contracts to make a financial accommodation.

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And so it was important that we negotiated the

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post petition continuation of the factoring program

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on terms that the factors would accept. And Your

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Honor, we thought that this was a serious need

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for the debtors. because the dip was sized, the

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dip that Your Honor approved on an interim basis

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last week was sized with the assumption that

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the debtors would have continued access to the

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factoring program to meet their capital needs

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over the next 60 days, which should carry us

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to and through confirmation. And Your Honor,

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to give it some context, the debtors sell a little

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over $5 million of receivables every day. which

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would provide over the next 60 days approximately

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$280 million of liquidity on a rolling basis.

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As of today, the debtors do not have a committed

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alternative to fill the liquidity hole that would

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result from the factoring program being terminated.

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And as set forth in the Hickman Declaration,

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even if the debtors were able to quickly source

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incremental financing to fill the hole left by

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termination of the factoring program, It is likely

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that an alternative financing would include all

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of the following. A higher cost of capital in

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the way of fees and interest. It's not a secret

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that financing tends to be relatively inexpensive

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capital where the factoring program is relatively

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inexpensive capital. And it would also likely

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include senior liens over the receivables, which

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is part of what we propose as our conditional

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relief for the factoring program. And it would

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also likely include super priority claims similar

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to the conditional release that we're requesting

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here. So recognizing the need to continue the

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factoring program rather than, for example, increasing

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the size of the DIP facility, the others negotiated

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with the factors and the DIP lenders were part

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of that conversation. to continue the pre -petition

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factoring program on a post -petition basis on

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terms acceptable to the factors. The terms are,

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by and large, consistent with the pre -petition

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terms, and they continue to represent a cost

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-effective source of liquidity. And like in the

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pre -petition transactions, the post -petition

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transactions are structured as true sales with

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a fallback to a secure post -petition financing

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type transaction in the event that a post -petition

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receivables transaction is recharacterized. I

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want to pause and emphasize two points in there.

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The first one is that the liens and the super

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priority claims only come into effect in the

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event that a factoring transaction is recharacterized.

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If the true sale nature is not disturbed, then

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they never come into play. And this conditional

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relief is only applicable to post -petition factoring

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transactions. It is not relevant to the pre -petition

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financing transactions that have already happened.

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The U .S. trustee argues, I think, that the grant

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of a super priority claim undercuts the ability

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of parties of interest to challenge the pre -petition

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financing transactions. This is inconsistent

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with how the order is set up. The order provides

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a stipulation that de -factoring transactions

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are true sales in paragraph 3, but this stipulation

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is subject to a challenge period set forth in

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paragraph 22, which provides a challenge period

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for – until the earlier of confirmation, or 60

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days. And as your Honor is aware, our confirmation

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hearing is scheduled for December 16th, so currently

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that would be the earlier date. Instead, the

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super priority claim is a necessary component

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to secure the beneficial liquidity that the factoring

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program represents, and we think it's an integral

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protection for the factors' reasonable expectations

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in the context of these Chapter 11 cases. And

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just a note on that, Your Honor, what we're talking

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about, and I think Mr. Scott aptly characterized

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as a corner case last week, is the unlikely scenario

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where a court I think we're specifically concerned

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about foreign courts. Recharacterize the factoring

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transactions from sales to financing transactions.

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And then we think that the super priority claims

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are appropriate protection for the factors in

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that context, because the foreign court wouldn't

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necessarily stop at recharacterizing the factors

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as a senior secured financing transaction. the

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automatic grant of a lien in that context may

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not comply with local laws requirements for perfecting

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a lien. Additionally, that same foreign court

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might order that the lien is invalidated, the

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lien that the factors hold, or grant a senior

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lien to another party. So what the super priority

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claims are designed to protect is not only a

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recharacterization of the transactions, but what

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is essentially an erosion of the factors' ability

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to get recourse against the receivable that they

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thought that they had and make sure that they

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are made whole, notwithstanding the conflicting

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order of a foreign court. And because it came

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up at the last hearing, I also want to address

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the release in paragraph four, which relates

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solely to the pre -petition status of the factors.

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It has no effect on the post -petition transactions.

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We think that the release is a valid use of the

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debtor's business judgment in light of the serious

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need that the debtors have for the liquidity

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provided by the factoring program. But I also

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want to point out that the release itself is

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just a debtor release, not a third -party release,

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and remains subject to the challenge period set

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forth in Paragraph 22. So simply put, the super

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-priority claims that we believe the U .S. trustee

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is focused on. are granted only to the extent

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that the receivables transactions are later deemed

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to constitute a financing, in which case we think

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it's entirely appropriate to view them through

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the lens of 364 and grant them liens and super

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priority claims, which we think are par for the

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course in the event that we are examining these

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transactions as post -petition financing transactions.

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The vast majority of dip orders to every single

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dip order, including the dip order in this case,

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grant super priority claims to parties providing

00:13:56.620 --> 00:14:00.279
post -petition financing. The only difference

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here is that granting such claims may be, and

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we're hopeful that it will be an academic exercise

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because such claims are granted only if a party

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successfully recharacterizes a post -petition

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factoring sale as a financing. And the debtors

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– I'll just note for the record, Your Honor,

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the debtors have received no objections to this

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release from any – this relief from any economic

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stakeholder. In fact, the vast majority of those

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affected – and I'm talking about the dip lenders

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in the parties to the RSA, who are over 90 percent

00:14:33.440 --> 00:14:36.019
of the first lien lenders and over 80 percent

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of the second lien lenders, which are the only

00:14:38.720 --> 00:14:41.159
classes of creditors that would be impaired under

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our proposed plan. have affirmatively contended

00:14:44.460 --> 00:14:47.360
to this release. In light of that, the debtors

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respectfully request that the court overrule

00:14:49.480 --> 00:14:51.840
the U .S. Trustee's objection to not enter a

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further interim order permitting the debtors

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to continue their factoring arrangements. Unless

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your honor has any questions, I would request

00:14:59.720 --> 00:15:02.879
that you enter the order that we submitted at

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docket number 124. Okay, so I'm gonna just note

00:15:10.700 --> 00:15:17.259
for the record the court Granted interim relief

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on this point And we had a second hearing I want

00:15:21.259 --> 00:15:23.200
to make sure that we had a little bit more notice

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out to parties who may be affected by this and

00:15:25.620 --> 00:15:34.139
to think about it The the concern raised by the

00:15:34.139 --> 00:15:36.600
debtors and the factoring parties is that they

00:15:36.600 --> 00:15:41.879
are purchasing foreign Receivables and and subject

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to exposure Potentially by a foreign court and

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there's nothing improper. It's just there's a

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There's always an inherent risk and some here

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this case is Set for playing confirmation next

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month to a lot of Whether someone can successfully

00:16:03.659 --> 00:16:05.240
challenge something in a month and a foreign

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jurisdiction is outside of my Realm of expertise,

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but we're talking really academic Stuff but to

00:16:14.240 --> 00:16:17.460
someone who was buying receivables it is important

00:16:17.460 --> 00:16:21.700
and so This is a factor with kind of a fallback

00:16:21.700 --> 00:16:23.860
that they can convert essentially into kind of

00:16:23.860 --> 00:16:28.860
a debt form of financing And I I understand that

00:16:28.860 --> 00:16:30.580
I'm an overall the trustee's objection. I think

00:16:30.580 --> 00:16:34.500
it's permissible I think I think this is a ship

00:16:34.500 --> 00:16:37.320
that will never reach shore, but yet still it's

00:16:37.320 --> 00:16:40.389
important for foreign entities to have some comfort

00:16:40.389 --> 00:16:42.809
that if the receivables are there that this would

00:16:42.809 --> 00:16:45.009
convert into a dip. I think this is kind of really

00:16:45.009 --> 00:16:50.610
unique in this case and I don't see these happening

00:16:50.610 --> 00:16:54.950
too often. And so I think this is a unique solution

00:16:54.950 --> 00:16:58.110
to a unique problem and I'm comforted that we

00:16:58.110 --> 00:17:01.570
took a little bit more time. I think the trustee

00:17:01.570 --> 00:17:04.109
was right to bring the objection. I'm just comfortable

00:17:04.109 --> 00:17:08.539
with where we are and I'll sign the order. and

00:17:08.539 --> 00:17:13.720
we'll see what we are and Sounds like next month.

00:17:14.019 --> 00:17:21.839
So right We're seeing each other next month All

00:17:21.839 --> 00:17:26.160
right folks well sounds great you'll have a good

00:17:26.160 --> 00:17:27.900
day. Thank you very much. I've signed the order

00:17:27.900 --> 00:17:31.440
Thank you. Thank you. All right. Thank you