Good afternoon. This is judge Lopez today is
December 16th I call the 1 p .m. Case 25 906
for to Cleopatra I'll take appearances in the
courtroom parties wish to make an appearance
on the line Please hit five star, and I will
unmute your line. Good afternoon Thank you honor
Jack lose from Kirkland Ellis here on behalf
of the debtors along with some of my colleagues
from Kirkland Ellis Good afternoon. Good afternoon,
your honor. Michael J. Cohen, Gibson Dunn and
Crutcheron. I'm with my colleague, Robert Fitzgerald.
We're here on behalf of the ad hoc group of DIP
lenders and first lenders. Good afternoon. Good
afternoon, your honor. Eric English and Megan
Youngjohn from Porter Hedges LLP. We're a local
council for the debtors. Good afternoon. OK.
I'm going to unmute a few lines. Here is a 212
number. Good afternoon, Your Honor. Can you hear
me? Just fine. Good afternoon. Great. Daniel
Saval from Cobray and Kim. I'm here on behalf
of the Special Committees of the Boards of Directors
of Debtors, Cleopatra Senior Holdings, GP, and
Cleopatra Cinco. And I'm joined by my colleague,
Martine Forneray. Perfect. Good afternoon. Here's
a 516 number. Hi. Good afternoon, Your Honor.
Can you hear me okay? Good afternoon. Good to
see you again. Good to see you again. And yes,
I'm in the right place. This is what I hear for
me. For the record, Frank Collier of Mofo, on
behalf of Mazuma Capital Corporation, Mazuma
is a subsidiary of Onset Financial, a name you
may recognize from another case that fell before
this one and will be here long after. Our leases
are being assumed under the plan. I'm just here
as a creditor. Good afternoon. Here's a 3 1 2
number Mr.. Scott. I think you can you check
your line make sure that you're I Was double
muted sorry your honor Good afternoon. Good to
see you again. This is Sean Scott of mayor Brown
on behalf of co -poss and on gmbh Which is one
of the factoring parties here good afternoon
and a 2 0 2 number Good afternoon, your honor.
Andrew Jimenez for the United States. Good afternoon,
Mr. Jimenez. Anyone else wish to make an appearance,
please hit five star and I will unmute your line,
a 713 number. Good afternoon, your honor. Good
afternoon, your honor. Casey Dory, Denton's U
.S. LLP here on behalf of Factors France, one
of the factoring parties. Good afternoon. Okay.
Council turn it over to you sleuth. Thank you
your honor today. We are here on confirmation
of the debtors prepackaged chapter 11 plan We
filed our confirmation papers over the weekend
as well as an order and revised plan yesterday
your honor We had one objection From the office
of the United States trustee focused primarily
on the third party releases we did work with
Mr. Jimenez to at least narrow their issues,
but were unable to fully resolve their issues
specifically as it relates to the third party
release and injunction, which we're prepared
to argue today. Your honor, I would start by
just housekeeping the evidentiary support for
today's hearing is contained in the declarations.
Mr. Herlihy, Mr. Hickman, Mr. Begum and as well
as our voting declaration those are at docket
numbers 230 231 232 and 233 So to start things
out I would request that those declarations be
entered into the record all of the witnesses
are appearing remotely Okay, anyone Have any
objection to the admission of these documents
for purposes of today's hearing and declaration
Okay, they're admitted. Thank you, Your Honor.
So what I would propose to do, Your Honor, is
to focus our argument primarily on the issues
that are open and rest on our papers for the
sort of general factors as it relates to approval
of the disclosure and the confirmation. I would
note at the outset, Your Honor, consistent with
what we'd said at the first day, we did go out.
In complete solicitation, the voting deadline
was last week. We had the vast majority of voting
creditors and the vast majority of those entitled
to vote did submit ballots to accept. In the
neighborhood of $1 .6 billion of the first lien
claims voted to accept, in the neighborhood of
$280 million of the second lien holders voted
to accept. In both classes, there was a single
no vote. But obviously, we clear the thresholds
for voting by a significant margin. All of this
is set forth in more detail in the voting declaration.
In addition, Your Honor, as is relevant to what
will actually be argued today, we did proceed
with a comprehensive noticing program to all
affected parties of this hearing, including providing
notices of non -voting status as relevant, along
with the full solicitation package to those who
are entitled to vote, inclusive of the opt -out
forms that will be the subject of argument today.
As relates to the opt -outs, we did receive 132
opt -outs. So your honor, unless your honor has
any questions as it relates to approval of the
disclosure statement and the 1129 factors outside
of Release provisions I would propose to rest
on the papers there but happy to answer any questions
your honor might have as relates to the Argument
or evidentiary support you just point me to the
voting declaration that is at docket number 233
Got it. That's what I need to see okay Hey, I
knew I had seen it somewhere, and I couldn't
find it and you pointed me right to where it
need to be so perfect That's all I needed to
see okay That is To voting yeah, that's It's
quite a lot of support yes, we were pleased to
see that your honor And it's consistent with
the restructuring support agreement We signed
up ahead of these cases that was supported by
the vast majority of firstly and secondly and
holders That provided for the plan that's before
your honor today There haven't been any substantive
changes to the plan We did file a revised version
of the plan that included primarily cleanup as
well as a few comments that were responsive to
Comments we received from the United States trustee
to narrow those issues where we could So as we
sit here today, we're poised to confirm a plan
that would de -leverage the debtors by approximately
1 .3 billion, provide for a transition of ownership
of the companies to the existing first lien lenders,
and provide incremental funding. The DIP was
fully funded, Your Honor, following the entry
of the final order. That funding is sized to
fill the entire capital need of the debtors,
inclusive of providing sufficient capital to
meet the obligations under the plan, namely payment
of general unsecured claims in the ordinary course
of business, a significant portion of which,
as Your Honor might imagine, were paid during
the course of this case. So that leaves us with
the United States trustee's objection, Your Honor.
The trustee raises a few points in their objection,
primarily as it relates to the third -party release,
which I'll spend a little bit of time on. The
United States trustee also objects to the injunction
provision. The United States trustee requested
in their objection some language as it relates
to government claims, which we did include in
the plan. And then the United States trustee
has raised an objection to waiver of the 14 day
stay. I think based primarily on, you know, did
we carry our burden to show that that's actually
necessary here? So I'll spend a bit of time on
the three points that are open. Um, and, and
I won't belabor it, your honor, because your
honor has heard this argument before and it's
come up in a number of cases. And it's obviously
a developing area of case law, especially in
the wake of Purdue. Um, but in this circuit,
um, it has been clear for some time from, you
know, the, the, the, the Zale decision in the
mid nineties and then Pacific lumber, which is
most frequently cited that non -consensual releases
are. at best frowned upon, but have been not
allowed in this circuit for some time, even prior
to the Purdue decision. The Purdue decision makes
that clear across all circuits. And so the analysis
in this circuit for a long time has been what
constitutes consent. And there is a body of case
law on this. And the US trustee focuses a lot
on their brief about consent being interpreted
under sort of state law contract provisions.
And as this court has recognized and other courts
in this district and circuit have recognized,
that's not necessarily the case. That's not the
way that your honor has interpreted in the past
and other courts in this district have interpreted
in the past. Instead, what you've looked to is
the way that the Fifth Circuit and some lower
courts interpreting that guidance have viewed
this question of consent. It's not necessarily
that must it be a contract under state law. It's
that the Fifth Circuit has provided guidance
that non -consensual releases are not allowed,
but you can give a consensual release under a
bankruptcy plan. And so it's really about what
provides what is sufficient for consent. The
Fifth Circuit obviously has not ruled directly
on the type of opt -out provisions that we have
here, but in Republic Supply and a handful of
Fifth Circuit cases that have followed from that
decision as well as lower court decisions. Courts
have looked at, are the releases specific and
disclosed? Are the releases integral to the plan?
Is it a condition to settlement, or are they
given for consideration? Here, we satisfy all
of those factors. The releases are incredibly
detailed. They were disclosed and provided to
all parties in interest. And it was clearly indicated
that you have an opportunity to opt out. We have
evidence that the process worked because we got
132 opt -outs through this process. and we had
inbounds and we worked with parties to make sure
that they understand this was also a fairly lengthy
solicitation process it was about 37 days from
launch to the deadline obviously we had some
holidays in there but it was a good amount of
time for parties to receive and consider the
notice these releases taken as a whole and including
the third party release are integral to the plan
in a condition to the overall settlement embodied
in the plan obviously there's substantial benefits
to the plan in terms of the deleveraging and
new capital provided. They will set the company
on firmer footing to continue to be a counterparty
and an employer and will now be owned by the
lenders and we anticipate a source of value for
the recovery going forward. And the releases
were of course given for consideration. The releasing
parties made significant contributions. It's
easy to point at things like agreeing to a significant
deleveraging, agreeing to cancellation of equity,
agreeing to provide substantial new money. Other
parties have provided significant personal time
investment into ensuring that these cases go
smoothly. The U .S. trustee often points to the
related parties provision, but The related parties
provision, while broad, is meant to be protective
of the parties making the primary contributions
to the success of the restructuring. These entities
have people that carry out actions on their behalf,
and if those people are not protected in the
same way that the actual entities are, then it
blows a pretty big hole in the release. And it's
been acknowledged that this is the best way to
provide protection for those parties and in any
event it was disclosed clearly to all parties
who were affected and they had an opportunity
to opt out of those releases if they would like
to. One other point that I thought worth noting
in the U .S. trustee's papers is that the U .S.
trustee talks about contractual consent under
state law and that there only should be a deviation
from that rule in extraordinary circumstances.
They cited some case law to that effect. And
I thought that was interesting because it can
be easy to think that because we make the same
argument in all of these cases that these aren't
extraordinary circumstances that's just like
any other, but large complex chapter 11 restructurings,
even though the people in this room see them
all the time, are extraordinary transactions,
the types of commitments that the parties are
making here to make this restructuring work,
I think do warrant a specific rule. And that's,
I think, why the Fifth Circuit has interpreted
it this way. I don't think the Fifth Circuit's
interpretation of how third party releases should
work is necessarily a commentary on broader contracting
principles. It's an acknowledgement that these
are very specific circumstances and specific
provisions tied to these types of transactions
in Chapter 11 plans, and that's why they've sort
of laid out the factors that they believe support
those types of provisions being approved. As
it relates to the injunction provision, Your
Honor, the U .S. Trustee cites the ZAIL, and
ZAIL does say that... non -consensual third -party
releases and injunctions that support such types
of releases are not allowed in the Fifth Circuit.
I think it's important to note that the Zale
Court was specifically referencing injunctions
to support a third -party release and I think
that's correct because the court was probably
saying, you know, you can't do through an injunction
that which you could not do through enforcing
a specific type of release. And the court was
just, I think, acknowledging that a permanent
injunction has the same effect as... a release
itself, but it was tied to the specific type
of release that the court was considering, which
would be a non -consensual third party release,
which we don't have here. I think Judge Perez
acknowledged in the container store bench ruling,
which I thought was instructive, is this is more
of an administrative function of the plan than
a substantive provision. The substance is in
the releases themselves. The injunction is just
meant to carry out. the court's release, that
the court has already approved, and provide a
mechanism for enforcement of those releases.
I do think it's appropriate that this court effectively
retain jurisdiction to interpret its own order
and enforce its own releases, as opposed to compelling
the debtors to raise the release as a defense
in whatever court an action is brought. The best
venue for interpretation and enforcement of the
releases through the injunction provision is
this court. As it relates to the 14 -day stay,
Your Honor, here we are looking to emerge as
efficiently as possible, which isn't necessarily
to say that we'll emerge within 14 days, although
we're trying to work as expeditiously as we can.
The confirmation order also provides broader
authority to start taking steps toward emergence.
This is a privately held company with a fairly
complex holding structure from both a corporate
and tax perspective, and it takes It will take
a series of complicated steps to transition ownership
from the current owners of the company to the
lenders and certain of those steps we'd like
to ensure that we have authority to do immediately
after confirmation so that we can stay on a path
toward emerging as quickly as possible. We did
provide some support for that in. our declarations.
And that's why, Your Honor, we believe that the
waiver of the 14 -day stay is appropriate here.
Those are my relatively brief comments, Your
Honor. Happy to answer any questions Your Honor
has. Otherwise, I would reserve for any response
to the arguments of the US trustee. Thank you.
Let me ask if anyone else who supports the plan
wishes to be heard. Thank you honor and good
afternoon Rob Fitzgerald of Gibson Dun & Crutcher
on behalf of the ad hoc group of first lien lenders
and dip lenders I'll be brief your honor Stepping
back. We really view this case and this plan
as the product of extensive consensus building
Through the hard work of the participants around
the table and we thank all the parties around
the table for building this consensus We believe
as you noted that this consensus is amply reflected
in the voting declaration and the largely consensual
nature of today's hearing. We do support the
approval, the confirmation of the debtors plan
that was filed yesterday evening with the changes
that were reflected in that filing. And we're
in agreement with the form of order that reflects
those revisions. As it relates to the releases,
which as Mr. Lews noted is, frankly, one of the
only major points that's open at this time. We
can confirm from the lender's perspective and
from the RSA party's perspective that the releases
were extensively negotiated They were a critical
part of the global Deal and global transaction
that is embodied in the plan and was reflected
in the RSA We support the debtors position in
respect of the non debtor releases and with that
Unless your honor has anything else for me. We
would respectfully request that the court and
of the confirmation order. Thank you Anyone else
wishes to be heard? Mr. Jimenez? Oh, Mr. Scott,
I just want, or anyone else, just let me kind
of go in once. Yes, Your Honor. Again, for the
record, Sean Scott of Mayor Brown on behalf of
COFAS. Your Honor, we are supportive of the plan,
including as noted in paragraph 81 of the confirmation
order. that it does not propose confirmation
order, that it does not alter or modify the rights
of the factors under the program documents. I
just wanted to denote for the record we do continue
to work with the debtor on certain post -petition
amendments that were contemplated by our agreements,
and we hope and expect those will be finalized
well in advance of the effective date, but just
wanted to reserve rights around those ongoing
discussions and negotiations, but. That's for
another time date, and we hope to get that done
in advance of effectiveness. So with that, we
are supportive of the proposed plan. Thank you
honor and your human and for the United States
trustee Your honor before going into arguments.
I would like the opportunity to growth examine
regarding this credo tribulation declaration
You wish to the the voting declaration Yes, okay
sure Let's turn cameras on and cross examine
See I see you there mr.. Can you hit five -star?
Have I unmuted your miss Sanchez have I can you
hit five -star? I may have unmuted your line
already just if you just to make sure There you
are All righty, good afternoon. Can you, you're
already, your declaration's in, but let me just
go ahead and doubly swear you in for purposes
of this examination. Can you raise your right
hand? Do you swear to tell the truth, the whole
truth and nothing but the truth? We do. Okay,
and you understand the oath that you took is
the same that you would take if you were live
in the courtroom with us here? Correct. Can you
confirm whether there's anyone in the room with
you? Okay, and I'd ask that you please put aside
any papers or any notes just to answer the questions
that are presented to you and If there is an
objection that is raised if you hear it, just
please give me a moment to resolve the objection,
okay Okay, mr. Jimenez you may proceed Hold on
before I before I begin is there who's gonna
handle who's the lawyer? That will handle any
objections here. I just want to make sure that
I've hit far sore. Your honor, that would be
Sarah Kimmer, who's on camera there. Ms. Kimmer,
I didn't want you to have to throw your hands
up for an objection to get a record there. Are
you there? Can you check your line? I think I've
unmuted you. Can you hear me now? OK, perfect.
I apologize. Mr. Jimenez, sorry. That was the
one question I forgot to ask. You may proceed
with cross -examination. Thank you, Your Honor.
Miss Sanchez, good afternoon. My name is Andrew
Jimenez. Are you able to hear me? Good afternoon,
Mr. Jimenez. Yes, I can hear you. Thank you.
Miss Sanchez, could you please tell the court
how many classroom ballots were sent out to members
of such class? Sure. Uh, is it okay for my declaration
just to get the exact number for him? Mr. Jimenez,
are you okay with that? I am. Also, Your Honor,
I have it right here. I can also put it on the
screen if you do that at the center row. Yep.
Let's do that. Thank you, Your Honor. Can you
can you can you see the screen or do you need
me to enlarge it? That makes one of us all right,
I'm the old man Hold on go ahead Is that better
Oh Okay, and your honor is better for you as
well, yes Okay. Okay, Ms. Sanchez, this is your
declaration. Tell me where you want me to go.
If you wouldn't mind just putting it to the chart,
Exhibit A, the beginning of Exhibit A, please.
Thank you. So for Class 3, we received a total
of 538 ballots, of which 537 were accepting and
rejecting. And then for class four, we received
a total of 79. OK. But for class? I'm sorry.
Sorry to interrupt you. Go ahead. Yes. So for
class four, we received 70 total ballots. OK.
And my question is, for class three, how many
ballots were sent out? Oh, how many ballots?
As part of the solicitation process. Of course,
yes. So as you will see, we actually have it
as unknown due to the fact that the first clean
secure note is a publicly traded security. It's
really hard to quantify that amount, which is
kind of why you see that unknown. We know the
total world of dollars, not the total holders.
It's the way that they are hit. And the same
will be true for class four? Correct. Okay. And
then also as part of the solicitation process,
the debtor sent out notices of non -voting status
and upheld forms to those parties not entitled
to vote. How many notices of non -voting status
were sent out by the debtors? We sent out approximately
16 ,640. So essentially any party that would
not already being served a ballot thought that
out that form. So the entire world is predators.
Okay. How many were returned on Deliverable?
Deliverable we received, I believe, is around
300. I can pull up an exact number if you need
that, but that was the total estimate. Okay.
Thank you, Ms. Sanchez. Those are other questions
I have for you. Okay. Any further redirect? No,
Your Honor. Thank you. Okay. Ms. Sanchez, you
are officially off the virtual witness stand.
Thank you very much. Thank you, Your Honor. All
right. Mr. Jimenez, any further argument? Any
argument, I should say? Yes. Yes, Your Honor.
Thank you. So, Your Honor, I'll start with the
third party releases and the opt -out mechanism.
This argument, Your Honor, is fully briefing
our objection, and I know the Court is familiar
with our argument, because this is not the first
time we've refreshed the argument. So I don't
want to take too much of the Court's time arguing
something that we have already briefed to the
Court. However, Your Honor, I do want to point
out that This issue is evolving. And I know that
here in the Fifth Circuit, this issue is under
appeal. So we're waiting on that too. But I just
want to bring to the court's attention that recently
in the district court in New York, did rule,
this is in the - In the goal case. The goal leniency
areas, intelligentsia. made a ruling regarding
consent under state contract law and federal
contract law, and ruling essentially that the
opt -outs did not provide consent for this type
of third -party releases. And that's something
I want to bring up to the court's attention.
Your honor, I want to point out that in this
case, your honor, as we just heard, more than
16 ,000 notices of non -voting status were sent
out and only 132 opt -out forms were returned.
I thank your honor from my point of view that
shows a very low participation. And in my point
of view, it's not enough to support that this
is a mechanism that is successful in reaching
out to the parties that are going to be affected
by these certifying releases. So it might be
that it's something of concern, Your Honor. I
want to move, Your Honor, to the discussion of
the issue of the injunction and the gatekeeping.
Your Honor, here the injunction also includes
a gatekeeping provision. So I'm going to discuss
those briefly as two separate issues. There is
the issue of how our argument that the injunctions
shouldn't be allowed under the plan. But also,
Your Honor, separately, it's the gatekeeping
provision. We have the discussion with the betters.
Regarding the gatekeeping provision and the better
make some changes to exclude some parties that
were included in that gatekeeping provision However,
we think the gatekeeping provision is still objectionable
your honor because it includes the release party
Under the Highland 2 case in order to comply
with fifth circuit decision in Highland 2 your
honor the gatekeeping provision should only extend
to the exculpated parties now the additional
parties here the release parties, which in turn
includes related parties. And that will be very
expensive application of the gatekeeping provision.
You're providing it to a lot of people. So a
lot of people hear that we sometimes we don't
have, we don't know clearly who they are because
this related parties, it's a long list of people.
And we just are, I think do not identify. We
don't know who they are. So the gatekeeping provision
around the still does not comply with Highline
two. In order to comply, then the release parties
would be to be stricken out of the gatekeeping
paragraph within the injunction provision. And
finally, Your Honor, there is the waiver of the
3020E stay after confirmation of the plan. We
sustain that it's not warranted in this case
and that the 14 -day stay should not be waived.
And thank you, Your Honor, for listening to my
argument. No, thank you. I'm just writing them
down. OK. Let me just ask, if anyone who hasn't
spoken wishes to address the court. Give me one
moment. I'm just looking at the confirmation
order. Okay before the court is consideration
of Confirmation of the amended joint prepackaged
chapter 11 plan of Cleopatra finko sa They are
L, and it's debtor affiliates under chapter 11
of the code Note this case started on November
4th of this year as a prepackaged chapter 11
plan Court finds that it has jurisdiction to
consider confirmation of the plan, and there's
been proper notice and service of all required
documents in connection with plan confirmation
and in connection with the hearing for today.
Just note. Make note that the court has admitted
certain documents and declarations into evidence
which form the basis of the court's ruling today.
I'll start with the disclosure statement portion
of it, which can be just done pre -bankruptcy,
but still 1125 still applies. It still has to
provide adequate information within the meaning
of section 1125, which is to provide Voting parties
information adequate information to make an informed
judgment whether to accept to vote to accept
or reject the plan and No objections were filed
the court still finds that it has a requirement
to Provide that analysis and conduct kind of
an analysis under the law and I've reviewed the
disclosure statement I do find that it satisfies
section 1125 provides information about the history
of the company, provides about kind of proposed
plan, treatment of the plan, the classes in the
plan, tax information, information about the
confirmation process, everything you would want
in connection with a disclosure statement. So
I find that there's been adequate kind of publication
and service. form connection with the objection
and Kind of objection deadlines in connection
with this case as well, and I look at all the
certificates of service to inform the court's
judgment I'd note this based upon the voting
declaration submitted by miss Sanchez I do find
that the plan enjoys extraordinary support and
close to 99 percent In each class in class three
and four voting to accept the plan and I think
in one class there was only one party who voted
to Reject the plan that you you rarely ever see
numbers that high even when there's a lot of
support, that's That's that's that's uber support.
That's that's rare air support in connection
with this Plan and the plan was solicited with
sufficient Time so I'm gonna You look at that
so turning to kind of 1122 and 1123 I find that
those two sections of the code have been satisfied
nothing runs afoul Any of them I find under 1129
that the plan has been filed in good faith and
not by any means forbidden My law, obviously,
the overwhelming support tells me something as
well. I do note that we hold hearings today,
both what you call hybrid hearings, where folks
could come in person and people can also appear
by video and raise any objection. I think that's
important to... So I think due process has been
served and obviously the overwhelming support
by this plan speaks volumes. I also note that
there were some language requested by some parties
and parties even after solicitation worked, right?
That means it tells me that the debtors and their
professionals received phone calls and then returned
them and worked with parties and their lenders
to kind of achieve. these results. So congratulations
to each of the parties for working together.
I like old school cases where parties work together
and sometimes there's disagreements and people
work through it. That's what makes the Chapter
11 processing, quite frankly, in the United States
is that the quality of the restructuring professionals
that appear and can work through complicated
issues. So 1129. The plan has been proposed in
good faith all the voting requirements have been
required as well and I'm gonna Just know and
I'll make good faith findings on behalf of the
debtors their professionals the independent directors
and the lenders everybody has appeared and before
me and I take judicial notice of the record before
the hearing even in three packs you there is
kind of You just don't get this level of support
without Efforts to work and I take notice of
that and so I'll make good faith findings on
the record about each of their professionals,
so I'm turning now to The the objections raised
by the office of the United States trustee here
and kind of human in separate buckets one is
kind of the And I would call it the notice of
the opt -out Argument one and it's kind of the
gatekeeper and then related injunction in the
30 -20 And it note in this district that opt
-outs are have been granted But they're not always
Not always and so I think you can look at even
recent cases in this district, and it's not always
kind of a Given some cases Require them some
cases Courts will step in I think judge Perez
recently Noted that in a case where there was
proposed for an opt -out and he said no, let's
let's do an opt -in I think that's right. Every
case is different and you got to look at the
facts in every case There were a number of parties
who opted out and I Know they're a larger number
of folks who received this opt -out But when
you're getting paid in full, I think things get
a lot easier. So I didn't see much there in terms
of kind of whether the mechanism worked or didn't
work. When you're getting a notice of non -voting
status because you're getting paid in full everything
that you could have asked for and your claim
is, Kerm, you, it's, anyway, you're getting paid
in full, your rights are there. And the release
is here. I do find a narrowly tailored to kind
of the issues related to the case and so they're
not kind of releasing Non -debt or on non -debt
or towards. I'm nothing to do with the connection
with the case itself It's really related to the
restructuring and what's being advanced here
and so I look at those things because it's important
because you can't just Propose a broad release
against just anything. I think they're narrowly
tailored towards the case here so I'm gonna overrule
the office of the United States trustee on that
I do note and I There were a number of based
on the testimony a number of parties who May
have perceived undeliverable And and to the extent
there is someone who never got the piece of paper
right that's not a that's not a Enough doubt
that I'm going to enforce and I would look past
parties to take a look at My team decisions on
that and so if someone I think the way the process
has always been set up in our district is that
you someone actually gets a piece of paper and
has the opportunity to check the box or not check
the box and Instead of someone just didn't get
it But I think there's about The numbers are
where they are, but if someone did receive it
And certificates of service will confirm that
that's another issue for another day, but I just
raised that there just to note I know it came
out in the testimony, so I thought it was important
to kind of raise that I think the injunction
issue really kind of Kind of dovetails with the
opt -out if you permit the opt -out then then
the injunction kind of Works with it as well.
I know I do note I Think the gatekeeper function
that we do which kind of relates to the injunction
as well It's it's I'm not trying cases. I'm not
getting into Any litigation to confirm it one
way or the other it's just to to confirm There's
an order providing a release in order providing
an exculpation and by the way the exculpations
that are provided Here, I think is the right
answer under highland for what it's worth. I
think the parties to whom it's limited to provides
the right answer But I think the the gatekeeper
function here works. And I do note, right, if
there's an argument about whether, you know,
I'm making something up, employee is an employee
and not an employee about a dispute about that,
that's a whole other issue that we'll have to
take up another day. But if someone is specifically
named, right, I can then point to that, point
to the order and get it going. There could be.
What I would call concurrent jurisdiction to
just determine if there was actual litigation
as to whether someone was or wasn't Kind of specifically
within that that realm and that's consistent
with what I've done in other cases as well But
parties coming here to have me take a quick look
at it quite frankly the district courts send
me send it back to me in the first instance anyway,
so it's just We'll be here one way or the other
so I think that that works As well and with respect
to the 3020 e I'm gonna grant it in this case
It's a bunch of international moving pieces and
stuff has to get started and you have 99 % support
Here so I do think there's a cause to kind of
get it to to going 99 % on both ends and unencumbered
parties For the majority. This is a consensual
restructuring. I Approved a plan confirmation
yesterday in which one was not approved. So Again,
every case is different Every case has its own
set of facts. We'll take everyone up on their
own I think the trustee is right to raise these
issues they're doing their job and It's a tough
one in this district because they have to read
just as much paper as I do and that's a lot of
paper and a lot of work and so they're Kind of
unsung heroes in the process, so I thank them
But I want to congratulate the debtors, their
professionals, and everyone involved in connection
with this case. It's a successful restructuring,
and I wish everyone the best, and I wish everyone
a happy holiday. I've reviewed the proposed form
of order, and I'll get it signed and on the docket.
I do know there are still some kind of pending
applications that are out there. Just... take
them up CNL or whatever, COC or whatever that
is and just let my case manager know, but I want
to get that done. I just, people start to disappear
in the next 14 days, but I'm, except when it
comes to fee apps, you know, they want to get
all that stuff in, but I think I want to make
sure that applications are in, but I also don't
want to kind of swamp my folks with. So but just
as soon as it is it's there see you see but just
a simple email to my team We'll make sure and
we'll get it done, but it'd be great to just
kind of put her But if obviously we need to have
a hearing we'll have the hearing so Anyway, we're
adjourned. I want to thank everyone for their
time. Thank you. Have a good day. Thank you All
right, yeah, I will turn my camera off and