case 20-40133-acs doc 645 filed 10/05/20 entered 10/05/20 ... · 6 010-9124-8855/2/americas...

010-9124-8855/2/AMERICAS

IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF KENTUCKY

(Owensboro Division)

In re:

Hartshorne Holdings, LLC, et al.,

Debtors.1

) ) ) ) )

Chapter 11

Case No. 20-40133

(Jointly Administered)

ORDER (I) SCHEDULING A COMBINED DISCLOSURE STATEMENT APPROVAL AND PLAN CONFIRMATION HEARING, (II) APPROVING THE

SOLICITATION PROCEDURES, TABULATION PROCEDURES, AND DATES, DEADLINES, AND NOTICES RELATED THERETO, AND (III) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors-in-possession

(collectively, the “Debtors”) for entry of an order (a) scheduling the Confirmation Hearing on the

adequacy of the Disclosure Statement and confirmation of the Plan for November 9, 2020 (or such

other date as the Court may direct), (b) establishing the Objection Deadline, (c) approving the

Solicitation Procedures and Tabulation Procedures, (d) approving the Confirmation Hearing

Notice and Publication Notice, and (e) granting related relief, all as more fully set forth in the

Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein

pursuant to 28 U.S.C. §§ 157 and 1334; and venue being proper before this Court under 28 U.S.C.

§§ 1408 and 1409; and consideration of the Motion and the relief requested therein being a core

proceeding as defined in 28 U.S.C. § 157(b); and due and proper notice having been given to the

parties listed in the Motion, and it appearing that no other or further notice need be provided; and

the Court having determined that the legal and factual bases set forth in the Motion establish just

cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor ’s taxpayer identification number are as follows: Hartshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941); and Hartshorne Land, LLC (5582). The Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.

Case 20-40133-acs Doc 645 Filed 10/05/20 Entered 10/05/20 14:01:26 Page 1 of43

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best interest of the Debtors, their estates, creditors, and equity security holders; and upon all of the

proceedings had before the Court and upon due deliberation and sufficient cause appearing thereof,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1. The Motion is GRANTED as set forth herein.

2. The Solicitation Procedures and Tabulation Procedures are hereby approved.

3. The Confirmation Hearing, at which time the Court will consider, among other

things, the adequacy of the Disclosure Statement and confirmation of the Plan, shall be held on

November 9, 2020, at 10:00 a.m., prevailing Eastern Time. Parties are to contact the Court at 1-

888-684-8852 with the Access Code 2390218#. Parties are to choose the prompt to bypass the

security code since there is no security code required for this conference call. Parties are directed

to put their call on mute until their case is called.

4. Any objections to the adequacy of the Disclosure Statement or confirmation of the

Plan shall be filed on or before November 2, 2020, at 5:00 p.m., prevailing Eastern Time.

5. Any brief in support of confirmation of the Plan and reply to any objections shall

be filed on or before November 6, 2020, at 5:00 p.m., prevailing Eastern Time. To the extent

applicable, the Local Rule 9006-1 is hereby waived in its entirety.

6. Any objections to the Disclosure Statement or confirmation of the Plan must:

a. be in writing;

b. comply with the Bankruptcy Rules and the Local Rules;

c. state the name and address of the objecting party and the amount and nature of the Claim or Interest owned by such entity;

d. state with particularity the legal and factual basis for such objections, and, if practicable, a proposed modification to the Plan that would resolve such objections; and

e. be filed with the Court with proof of service thereof and served so as actually to be received on or before the Objection Deadline upon the


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Debtors and those parties who have filed a notice of appearance in these chapter 11 cases.

7. Any requirements not satisfying the requirements of this Order shall not be

considered and shall be overruled.

8. Pursuant to sections 1125 and 1126 of the Bankruptcy Code and applicable non-

bankruptcy law, the Debtors are authorized to commence solicitation of the Solicitation Package

to holders of Class 2 Claims, Class 3 Claims, and Class 4 Claims and serve the Confirmation

Hearing Notice on all holders of Claims and Interests and interested parties in these chapter 11

cases.

9. The Court conditionally approves the Disclosure Statement, as amended to reflect

the terms of the proposed settlement between the Debtors and Louisville Gas and Electric

Company and Kentucky Utilities Company that was read into the record of the October 5, 2020

hearing, as having adequate information as required by section 1125 of the Bankruptcy Code,

without prejudice to any party in interest objecting to the Disclosure Statement at the Confirmation

Hearing.

10. The form of the Confirmation Hearing Notice, substantially in the form attached to

the Motion as Exhibit A, and the Publication Notice, substantially in the form attached to the

Motion as Exhibit B, and service thereof comply with the requirements of the Bankruptcy Code

and the Bankruptcy Rules and are approved.

11. The Debtors are authorized to enter into transactions to cause the Publication Notice

to be published on one occasion in The Messenger, McLean County News, The Owensboro

Messenger-Inquirer, Evansville Courier & Press, and The Courier Journal within five business

days following entry of this Order, or as soon as reasonably practical thereafter, and to make

reasonable payments required for such publication. The Publication Notice, together with the


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Confirmation Hearing Notice provided for in the Motion, is deemed to be sufficient and

appropriate under the circumstances.

12. The Voting Record Date of October 5, 2020, and the Voting Deadline of October

27, 2020, at 11:59 p.m., prevailing Mountain Time, are approved.

13. The Solicitation Procedures utilized by the Debtors for distribution of the

Solicitation Packages as set forth in the Motion in soliciting acceptances and rejections of the Plan

satisfy the requirements of the Bankruptcy Code and the Bankruptcy Rules and are approved.

14. The Ballots for holders of Class 2 Claims, Class 3 Claims, and Class 4 Claims,

substantially in the form attached to the Motion as Exhibit C-1 through C-3, are approved.

15. The Tabulation Procedures used for tabulating votes to accept or reject the Plan as

set forth in the Motion and as provided by the Ballots are approved.

16. The Debtors are not required to mail a Solicitation Package to holders of Claims or

Interests that are (a) Unimpaired and conclusively presumed to accept the Plan, or (b) Impaired

and deemed to reject the Plan, but will mail the Confirmation Hearing Notice to all such holders.

17. Nothing contained in the Motion or this Order shall be deemed or construed as an

admission as to the validity or priority of any claim or lien against the Debtors or any other party

or as a waiver of such parties’ rights to dispute any claim or lien.

18. Notwithstanding the possible applicability of Bankruptcy Rules 4001(a)(3),

6004(h), 7062, 9014, or otherwise, this Order shall be immediately effective and enforceable upon

its entry.

19. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a).


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20. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Order in accordance with the Motion.

21. The Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this Order.

Dated: October 5, 2020


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Presented By: FROST BROWN TODD LLC /s/ Edward M. King Edward M. King Bryan J. Sisto 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Telephone: 502.589.5400 Facsimile: 502.581.1087 [email protected] [email protected] – and – SQUIRE PATTON BOGGS (US) LLP Stephen D. Lerner (admitted pro hac vice) Nava Hazan (admitted pro hac vice) Travis A. McRoberts (admitted pro hac vice) Kyle F. Arendsen (admitted pro hac vice 201 E. Fourth St., Suite 1900 Cincinnati, Ohio 45202 Telephone: 513.361.1200 Facsimile: 513.361.1201 [email protected] [email protected] [email protected] [email protected] Co-Counsel for the Debtors and Debtors-in-Possession


010-9124-8855/2/AMERICAS

EXHIBIT A

Proposed Confirmation Hearing Notice


010-9124-8855/2/AMERICAS



In re:


Debtors.1

) ) ) ) )

Chapter 11

Case No. 20-40133


NOTICE OF ORDER (I) SCHEDULING A COMBINED DISCLOSURE STATEMENT APPROVAL AND PLAN CONFIRMATION HEARING, (II) APPROVING THE


NOTICE IS HEREBY GIVEN as follows:

On February 20, 2020 (the “Petition Date”), Hartshorne Holdings, LLC and its affiliated debtors and debtors-in-possession (collectively, the “Debtors”) in the above-captioned chapter 11 cases, filed voluntary petitions for relief under chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Western District of Kentucky (the “Bankruptcy Court”). On September 28, 2020, the Debtors filed a proposed joint chapter 11 plan of liquidation [Docket No. 631] (the “Plan”) and proposed disclosure statement [Docket No. 632] (the “Disclosure Statement”) pursuant to sections 1125 and 1126(b) of the Bankruptcy Code. Copies of the Plan and the Disclosure Statement may be obtained upon request of the Debtors’ counsel at the address specified below and are available for inspection for a fee on the Bankruptcy Court’s website at www.kywb.uscourts.gov or free of charge on the Debtors’ restructuring website at https://cases.stretto.com/hartshorne.2

Information Regarding the Plan and Disclosure Statement

Voting Record Date. The Voting Record Date is October 5, 2020, which was the date for determining which holders of Claims in the Voting Classes of the Plan were entitled to vote.

Objections to the Plan and Disclosure Statement. The deadline for filing objections to the Plan and Disclosure Statement (each, an “Objection”) is November 2, 2020 at 5:00 p.m., prevailing Eastern Time (the “Objection Deadline”). Any such Objection must: (a) be in writing;

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor ’s taxpayer identification number are as follows: Hartshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941); and Hartshorne Land, LLC (5582). The Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371. 2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion, the Plan, or the Disclosure Statement, as applicable. The statements contained herein are summaries of the provisions contained in the Disclosure Statement and the Plan and do not purport to be precise or complete statements of all the terms and provisions of the Plan or documents referred therein. To the extent there is a discrepancy between the terms herein and the Plan or Disclosure Statement, the Plan or Disclosure Statement, as applicable, shall govern and control. For a more detailed description of the Plan, please refer to the Disclosure Statement.


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(b) comply with the Bankruptcy Rules and the Local Rules; (c) state the name and address of the objecting party and the amount and nature of the Claim or Interest owned by such entity; (d) state with particularity the legal and factual basis for such objections, and, if practicable, a proposed modification to the Plan that would resolve such objections; and (e) be filed with the Court with proof of service thereof and served so as actually to be received on or before the Objection Deadline upon the Debtors and those parties who have filed a notice of appearance in these chapter 11 cases.

Objections must be filed with the Bankruptcy Court and served as to be actually received no later than November 2, 2020, at 5:00 p.m., prevailing Eastern Time, by those parties who have filed a notice of appearance in the Debtors’ chapter 11 cases as well as the following parties (the “Notice Parties”): (i) the Debtors, Hartshorne Holdings, LLC, 373 Whobry Road, Rumsey, Kentucky 42371, Attn: Bertrand Troiano ([email protected]); (ii) counsel to the Debtors, Squire Patton Boggs (US) LLP, 201 E. Fourth Street, Suite 1900, Cincinnati, Ohio 45202, Attn: Stephen D. Lerner ([email protected]), Nava Hazan ([email protected]), Kyle F. Arendsen ([email protected]); (iii) co-counsel to the Debtors, Frost Brown Todd LLC, 400 West Market Street, Suite 3200, Louisville, Kentucky 40202, Attention: Edward M. King ([email protected]); (iv) the Office of the United States Trustee for Region 8, 601 West Broadway, Suite 512, Louisville, Kentucky 40202, Attn: Timothy E. Ruppel ([email protected]); (v) counsel to Tribeca Global Resources Credit Pty Ltd, Global Loan Agency Services Australia Nominees Pty Ltd, Tribeca Global Natural Resources Credit Fund, Tribeca Global Natural Resources Limited, and Tribeca Global Natural Resources Credit Master Fund, 250 West Main Street, Suite 1600, Lexington, Kentucky 40507, Attn: John P. Brice ([email protected]); and (vi) counsel for the Official Committee of Unsecured Creditors, Whiteford Taylor Preston LLP, 200 First Avenue, Floor 3, Pittsburgh, PA 15222, Attn: Michael J. Roeschenthaler ([email protected]) and Dentons Bingham Greenebaum LLP, 3500 PNC Tower, 101 S. Fifth Street, Louisville, KY 40202, Attn: James R. Irving ([email protected]), April A. Wimberg ([email protected]).

UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN ACCORDANCE WITH THIS NOTICE IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT.

YOU ARE ADVISED TO CAREFULLY REVIEW AND CONSIDER THE PLAN, INCLUDING THE RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS, AS YOUR RIGHTS MIGHT BE AFFECTED.

Summary of Plan Treatment

The following chart summarizes the treatment provided by the Plan to each class of Claims against and Interests in the Debtors, and indicates the voting status of each Class.


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Class Claims Status Voting Rights

Class 1 Priority Claims Unimpaired Presumed to Accept

Class 2A DIP Loan Claims Impaired Entitled to Vote Class 2B Secured Lenders Claims

Class 3A Other Secured Claims Against

Hartshorne Holdings

Impaired Entitled to Vote Class 3B

Other Secured Claims Against Hartshorne Group

Class 3C Other Secured Claims Against

Hartshorne Mining

Class 3D Other Secured Claims Against

Hartshorne Land

Class 4A General Unsecured Claims

Against Hartshorne Holdings

Impaired Entitled to Vote Class 4B General Unsecured Claims Against Hartshorne Group

Class 4C General Unsecured Claims Against Hartshorne Mining

Class 4D General Unsecured Claims Against Hartshorne Land

Class 5 Interests Impaired Presumed to Reject

Class 6 Intercompany Claims Impaired Presumed to Reject

Discharge, Injunctions, Exculpations, and Releases

Please be advised that the Plan contains certain release, exculpation, discharge, and injunction provisions as follows:

“Exculpated Party” means, collectively, the Debtors, each of the Debtors’ current officers and directors that served in such capacities between the Petition Date and the Effective Date, the Committee and each of the Committee’s members acting in their respective capacities as members thereof, and the Professional Persons of each of the foregoing acting in their respective capacities as such that served in such capacities between the Petition Date and the Effective Date.

“Releasees” mean, collectively, the Debtors, officers and directors of the Debtors that served in such capacity, and each of their respective Representatives; provided however that Paringa Resources Limited and any Representative of Paringa Resources Limited are expressly excluded from this definition, except for David Gay and Bruce Czachor in each of their capacities as directors or officers of Paringa Resources Limited or any related non-debtor entity.

“Representatives” mean, with regard to any entity, its officers, directors, employees, advisors, attorneys, professionals, accountants, investment bankers, financial advisors, consultants, agents,


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and other representatives (including their respective officers, directors, employees, members, and professionals).

“Releasing Parties” mean each of the following in its capacity as such: (a) the Releasees; (b) all holders of Claims against a Debtor who vote to accept the Plan; (c) all holders of Claims against a Debtor who are entitled to vote to accept the Plan and who do not vote; and (d) all holders of Claims against a Debtor who are deemed to accept the Plan.

RELEASES BY THE DEBTORS

Notwithstanding anything contained in the Plan to the contrary, as of the Effective Date, for the good and valuable consideration provided by each of the Releasees, including, without limitation, the services of the Debtors’ officers and directors in facilitating the expeditious implementation of the Debtors’ restructuring, each of the Debtors hereby provides a full release, waiver, and discharge to the Releasees (and each such Releasee so released shall be deemed released and discharged by the Debtors) and their respective properties from any and all Causes of Action and any other debts, obligations, rights, suits, damages, actions, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing as of the Effective Date, or thereafter arising, in law, equity, or otherwise, whether for tort, contract, violations of federal or state securities laws, or otherwise, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place prior to or on the Effective Date in any way related to the Debtors, including, without limitation, those that any of the Debtors, the Liquidation Trustee, or the Liquidation Trust would have been legally entitled to assert or that any holder of a Claim or Interest or other entity would have been legally entitled to assert for or on behalf of any of the Debtors or Estates and further including those in any way related to the Chapter 11 Cases or the Plan.

ACCEPTING CLAIM HOLDERS RELEASE

Except as otherwise expressly provided for in the Plan, from and after the Effective Date, all Releasing Parties shall be deemed to have forever released, waived, and discharged all causes of action and any other debts, obligations, rights, suits, damages, actions, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing as of the Effective Date or thereafter arising, in law, equity or otherwise, whether for tort, contract, violations of federal or state securities laws or otherwise, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place prior to or on the Effective Date in any way related to the Debtors, the Chapter 11 Cases, or the Plan against the Releasees.

EXCULPATION

Except as otherwise specifically provided in the Plan and to the extent not prohibited by applicable law, no Exculpated Party shall have or incur, and each Exculpated Party shall be released and exculpated from, any Exculpated Claim, obligation, Cause of Action, or liability for any Exculpated Claim; provided, however, that the foregoing exculpation shall have no effect on the liability of any Person that results from any such act or omission that


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is determined in a Final Order to have constituted gross negligence or willful misconduct; provided, further, that in all respects such Persons shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties (and each of their respective affiliates, agents, managers, directors, officers, employees, advisors, and attorneys) have complied with the applicable provisions of the Bankruptcy Code with regard to the solicitation and distribution of the Plan and the Plan Distributions and, therefore, are not and shall not be liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such Plan Distributions.

INJUNCTION

Except as otherwise expressly provided in the Plan or for obligations issued pursuant to the Plan, or Confirmation Order, all entities who have held, hold, or may hold Claims against or Interests in the Debtors are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, their Estates, the Liquidation Trust, the Releasees, or the Exculpated Parties on account of any such Claims or Interests including, but not limited to: (1) commencing or continuing in any manner any action or other proceeding of any kind; (2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order; (3) creating, perfecting, or enforcing any encumbrance of any kind; (4) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from the Debtors’ Estates or the Liquidation Trust notwithstanding an indication in a proof of Claim or Interest or otherwise that such holder asserts, has, or intends to preserve any right of setoff pursuant to section 553 of the Bankruptcy Code or otherwise; (5) commencing or continuing in any manner any action or other proceeding of any kind that does not comply with or is inconsistent with the Plan, including any right of action against an Exculpated Party for any Exculpated Claim, obligation, Cause of Action, or liability for any Exculpated Claim; and (6) taking any actions to interfere with the implementation or consummation of the Plan; provided, however, that nothing in the Plan shall preclude any entity from exercising rights pursuant to and consistent with the terms of the Plan or the Confirmation Order.

Hearing on Confirmation of the Plan and the Adequacy of the Disclosure Statement

The hearing on Confirmation of the Plan and the adequacy of the Disclosure Statement (the “Confirmation Hearing”) will be held at the Gene Snyder U.S. Courthouse, Court Room #2, 5th Floor (7th Street Elevators), 601 W. Broadway, Louisville, Kentucky 40202 for those certain parties who are expressly directed to attend in person by the Bankruptcy Court and telephonically for all other parties by calling 1-888-684-8852 and using access code 2390218# on November 9, 2020 at 10:00 a.m., prevailing Eastern Time, to consider the adequacy of the Disclosure Statement, any objections to the Disclosure Statement, confirmation of the Plan, any objections thereto, any objections to the proposed assumption of Executory Contracts and Unexpired Leases, and any other matter that may properly come before the Bankruptcy Court. Please be advised that the Confirmation Hearing may be continued from time to time by the Bankruptcy Court or the Debtors without further notice other than by such adjournment being announced in open court or by a notice of adjournment filed with the Bankruptcy Court and served on other parties entitled to notice.


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Assumption of Executory Contracts and Unexpired Leases

On the Effective Date, the Debtors shall assume only the Executory Contracts and Unexpired Leases listed on the Schedule of Assumed Contracts and Leases. The Confirmation Order shall constitute an order of the Bankruptcy Court approving the assumptions described in Section 8.1 pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date. Any counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the proposed assumption of such Executory Contract or Unexpired Lease, including objecting to the proposed cure amount related thereto, will be deemed to have consented to such assumption and agreed to the specified cure amount.

Each Executory Contract and Unexpired Lease shall be deemed automatically rejected in accordance with the provisions of sections 365 and 1123 of the Bankruptcy Code as of the Effective Date, unless any such Executory Contract or Unexpired Lease: (a) is listed on the Schedule of Assumed Contracts and Leases or (b) has already been assumed pursuant to an order of the Bankruptcy Court or is otherwise assumed pursuant to the terms of the Plan; provided, however, that any Executory Contracts or Unexpired Leases that are the subject of a separate motion to assume or reject under section 365 of the Bankruptcy Code pending on the Effective Date shall be treated as provided in the Final Order resolving such motion in the Debtors’ favor. The Confirmation Order shall constitute an order of the Bankruptcy Court approving the rejections described in Section 8.2 of the Plan pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date. The Debtors reserve the right to amend the Schedule of Assumed Contracts and Leases at any time before the Effective Date.

Pursuant to Section 8.3 of the Plan, any Person that is required to file a proof of claim arising from the rejection of an Executory Contract or Unexpired Lease that fails to timely do so shall be forever barred, estopped, and enjoined from asserting such Claim, and such Claim shall not be enforceable, against the Debtors, the Estates, the Liquidation Trust, or their respective properties or interests in property, unless otherwise ordered by the Bankruptcy Court or as otherwise provided in the Plan.

Any monetary defaults under each Executory Contract and Unexpired Lease to be assumed pursuant to the Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the cure amount in Cash on the Effective Date or on such other terms as the parties to such Executory Contract or Unexpired Lease may agree. In the event of a dispute regarding (i) the amount of any payments to cure such a default, (ii) the ability of the Liquidation Trustee or any assignee to provide “adequate assurance of future performance” within the meaning of section 365 of the Bankruptcy Code under the Executory Contract or Unexpired Lease to be assumed, or (iii) any other matter pertaining to the proposed assumption, the cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving the assumption.

No later than ten days prior to the deadline for parties to vote to accept or reject the Plan, the Debtors shall file a schedule setting forth the proposed cure amount, if any, for each Executory Contract and Unexpired Lease to be assumed pursuant to Section 8.4.2 of the Plan, and serve such schedule on each applicable counterparty, together with procedures for objecting thereto and resolution of disputes by the Bankruptcy Court. Any objection by a counterparty to the proposed


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assumption of an Executory Contract or Unexpired Lease or related cure amount must be filed, served and actually received by the Debtors at least ten Business Days prior to the Confirmation Hearing. Any counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the proposed assumption or cure amount will be deemed to have consented to such assumption and agreed to the specified cure amount.

DATED: October 5, 2020

FROST BROWN TODD LLC

By: /s/ Edward M. King

Edward M. King Bryan J. Sisto 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Telephone: 502.589.5400 Facsimile: 502.581.1087 [email protected] [email protected]

– and –

SQUIRE PATTON BOGGS (US) LLP Stephen D. Lerner (admitted pro hac vice) Nava Hazan (admitted pro hac vice) Kyle F. Arendsen (admitted pro hac vice) 201 E. Fourth St., Suite 1900 Cincinnati, Ohio 45202 Telephone: 513.361.1200 Facsimile: 513.361.1201 [email protected] [email protected] [email protected]

Co-Counsel to the Debtors and

Debtors-in-Possession


010-9124-8855/2/AMERICAS

EXHIBIT B

Proposed Publication Notice


010-9124-8855/2/AMERICAS



In re:


Debtors.1

) ) ) ) )

Chapter 11

Case No. 20-40133


NOTICE OF ORDER (I) SCHEDULING A COMBINED DISCLOSURE STATEMENT APPROVAL AND PLAN CONFIRMATION HEARING, (II) APPROVING THE


TO: ALL HOLDERS OF CLAIMS, HOLDERS OF INTERESTS, AND PARTIES IN INTEREST IN THE ABOVE-CAPTIONED CHAPTER 11 CASES

PLEASE TAKE NOTICE THAT on February 20, 2020 (the “Petition Date”), Hartshorne Holdings, LLC and its affiliated debtors and debtors-in-possession (collectively, the “Debtors”) in the above-captioned chapter 11 cases, filed voluntary petitions for relief under chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Western District of Kentucky (the “Bankruptcy Court”). On September 28, 2020, the Debtors filed a proposed joint chapter 11 plan of liquidation [Docket No. 631] (the “Plan”) and proposed disclosure statement [Docket No. 632] (the “Disclosure Statement”) pursuant to sections 1125 and 1126(b) of the Bankruptcy Code. Copies of the Plan and the Disclosure Statement may be obtained upon request of the Debtors’ counsel at the address specified below and are available for inspection for a fee on the Bankruptcy Court’s website at www.kywb.uscourts.gov or free of charge on the Debtors’ chapter 11 website at https://cases.stretto.com/hartshorne.2

PLEASE TAKE FURTHER NOTICE THAT a hearing (the “Confirmation Hearing”) will be held at the Gene Snyder U.S. Courthouse, Court Room #2, 5th Floor (7th Street Elevators), 601 W. Broadway, Louisville, Kentucky 40202 for those certain parties who are expressly directed to attend in person by the Bankruptcy Court and telephonically for all other parties by calling 1-888-684-8852 and using access code 2390218# on November 9, 2020, at 10:00 a.m., prevailing Eastern Time, to consider the adequacy of the Disclosure Statement, any objections to the Disclosure Statement, confirmation of the Plan, any objections thereto, any objections to the

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor ’s taxpayer identification number are as follows: Hartshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941); and Hartshorne Land, LLC (5582). The Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371. 2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion, the Plan, or the Disclosure Statement, as applicable. The statements contained herein are summaries of the provisions contained in the Disclosure Statement and the Plan and do not purport to be precise or complete statements of all the terms and provisions of the Plan or documents referred therein. To the extent there is a discrepancy between the terms herein and the Plan or Disclosure Statement, the Plan or Disclosure Statement, as applicable, shall govern and control. For a more detailed description of the Plan, please refer to the Disclosure Statement.


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proposed assumption of Executory Contracts and Unexpired Leases, and any other matter that may properly come before the Bankruptcy Court. Please be advised that the Confirmation Hearing may be continued from time to time by the Bankruptcy Court or the Debtors without further notice other than by such adjournment being announced in open court or by a notice of adjournment filed with the Bankruptcy Court and served on other parties entitled to notice.

PLEASE TAKE FURTHER NOTICE THAT objections (each, an “Objection”) to the Plan and Disclosure Statement, or to the proposed assumption of Executory Contracts and Unexpired Leases must: (a) be in writing; (b) comply with the Bankruptcy Rules and the Local Rules; (c) state the name and address of the objecting party and the amount and nature of the Claim or Interest owned by such entity; (d) state with particularity the legal and factual basis for such objections, and, if practicable, a proposed modification to the Plan that would resolve such objections; and (e) be filed with the Court with proof of service thereof and served so as actually to be received on or before the Objection Deadline upon the Debtors and those parties who have filed a notice of appearance in these chapter 11 cases and served as to be actually received no later than November 2, 2020, at 5:00 p.m., prevailing Eastern Time, by those parties who have filed a notice of appearance in the Debtors’ chapter 11 cases as well as the following parties (the “Notice Parties”): (i) the Debtors, Hartshorne Holdings, LLC, 373 Whobry Road, Rumsey, Kentucky 42371, Attn: Bertrand Troiano ([email protected]); (ii) counsel to the Debtors, Squire Patton Boggs (US) LLP, 201 E. Fourth Street, Suite 1900, Cincinnati, Ohio 45202, Attn: Stephen D. Lerner ([email protected]), Nava Hazan ([email protected]), Kyle F. Arendsen ([email protected]); (iii) co-counsel to the Debtors, Frost Brown Todd LLC, 400 West Market Street, Suite 3200, Louisville, Kentucky 40202, Attention: Edward M. King ([email protected]); (iv) the Office of the United States Trustee for Region 8, 601 West Broadway, Suite 512, Louisville, Kentucky 40202, Attn: Timothy E. Ruppel ([email protected]); (v) counsel to Tribeca Global Resources Credit Pty Ltd, Global Loan Agency Services Australia Nominees Pty Ltd, Tribeca Global Natural Resources Credit Fund, Tribeca Global Natural Resources Limited, and Tribeca Global Natural Resources Credit Master Fund, 250 West Main Street, Suite 1600, Lexington, Kentucky 40507, Attn: John P. Brice ([email protected]); and (vi) counsel for the Official Committee of Unsecured Creditors, Whiteford Taylor Preston LLP, 200 First Avenue, Floor 3, Pittsburgh, PA 15222, Attn: Michael J. Roeschenthaler ([email protected]) and Dentons Bingham Greenebaum LLP, 3500 PNC Tower, 101 S. Fifth Street, Louisville, KY 40202, Attn: James R. Irving ([email protected]), April A. Wimberg ([email protected]).

UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN ACCORDANCE WITH THIS NOTICE IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT.

YOU ARE ADVISED TO CAREFULLY REVIEW AND CONSIDER THE PLAN, INCLUDING THE RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS, AS YOUR RIGHTS MIGHT BE AFFECTED.


010-9124-8855/2/AMERICAS

DATED: October 5, 2020

FROST BROWN TODD LLC

By: /s/ Edward M. King

Edward M. King Bryan J. Sisto 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Telephone: 502.589.5400 Facsimile: 502.581.1087 [email protected] [email protected]

– and –

SQUIRE PATTON BOGGS (US) LLP Stephen D. Lerner (admitted pro hac vice) Nava Hazan (admitted pro hac vice) Kyle F. Arendsen (admitted pro hac vice) 201 E. Fourth St., Suite 1900 Cincinnati, Ohio 45202 Telephone: 513.361.1200 Facsimile: 513.361.1201 [email protected] [email protected] [email protected]

Co-Counsel to the Debtors and

Debtors-in-Possession


010-9124-8855/2/AMERICAS

EXHIBIT C

Ballots


010-9124-8855/2/AMERICAS

EXHIBIT C-1

Ballot for Holders of Class 2 Claims


010-9124-8855/2/AMERICAS



In re:


Debtors.1

) ) ) ) )

Chapter 11

Case No. 20-40133


BALLOT FOR VOTING TO ACCEPT OR REJECT THE JOINT CHAPTER 11 PLAN OF LIQUIDATION FOR HARTSHORNE HOLDINGS, LLC AND ITS AFFILIATED DEBTORS

CLASS 2 BALLOT FOR HOLDERS OF DIP LOAN CLAIMS OR SECURED LENDERS CLAIMS

PLEASE READ AND FOLLOW THE ENCLOSED INSTRUCTIONS FOR COMPLETING BALLOTS

CAREFULLY BEFORE COMPLETING THIS BALLOT.

FOR YOUR VOTE TO BE COUNTED, THIS BALLOT MUST BE COMPLETED, EXECUTED, AND RETURNED SO AS TO BE

ACTUALLY RECEIVED BY THE ADMINISTRATIVE ADVISOR BY OCTOBER 27, 2020 AT 11:59 P.M., PREVAILING

MOUNTAIN TIME (THE “VOTING DEADLINE”) IN ACCORDANCE WITH THE FOLLOWING:

The above-captioned debtors and debtors in possession (collectively, the “Debtors”), are soliciting votes with respect to the Joint Chapter 11 Plan of Liquidation for Hartshorne Holdings, LLC and Its Affiliated Debtors [Docket No. 631] (as modified, amended, or supplemented from time to time, the “Plan”) as set forth in the Disclosure Statement for Joint Chapter 11 Plan of Liquidation for Hartshorne Holdings, LLC and Its Affiliated Debtors [Docket No. 632] (the “Disclosure Statement”). The Bankruptcy Court for the Western District of Kentucky (the “Bankruptcy Court”) has conditionally approved the Disclosure Statement as containing adequate information pursuant to section 1125 of the Bankruptcy Code, by entry of an order on October 5, 2020 [Docket No. 644] (the “Solicitation Procedures Order”). Conditional approval by the Bankruptcy Court the Disclosure Statement does not indicate approval of the Plan by the Bankruptcy Court. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Disclosure Statement and Plan, as applicable.

You are receiving this Class 2 ballot (this “Class 2 Ballot”) because you are a holder of a Secured Lenders Claim or DIP Loan Claim in Class 2 as of October 5, 2020 (the “Voting Record Date”). Accordingly, you have a right to vote to accept or reject the Plan.

Your rights are described in the Disclosure Statement, which was included in the package (the “Solicitation Package”) you are receiving with this Class 2 Ballot (as well as the Plan, the entered Proposed Order, the Confirmation Hearing Notice, and certain other materials). If you received Solicitation Package materials in electronic format and desire paper copies, or if you need to obtain additional Solicitation Packages, you may obtain them from (a) Stretto (the “Administrative Advisor”) at no charge by: (i) accessing the Debtors’ restructuring website at https://cases.stretto.com/hartshorne; (ii) writing to Hartshorne Holdings, LLC Case Administration, c/o Stretto, 8269 East 23rd Avenue, Suite 275, Denver, Colorado 80238; (iii) calling the Administrative Advisor at (833) 643-0359; or (iv) emailing [email protected]; or (b) for a fee via PACER at http://www.kywb.uscourts.gov.

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Ha rtshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941); and Hartshorne Land, LLC (5582). T he Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371.


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This Class 2 Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan and making certain certifications with respect to the Plan. If you believe you have received this Class 2 Ballot in error, or if you believe that you have received the wrong ballot, please contact the Administrative Advisor immediately at the address, telephone number, or email address set forth above.

You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and the Plan’s classification and treatment of your Claim. Your Claim has been placed in Class 2, Secured Lenders Claims or DIP Lender Claims, under the Plan. If you hold Claims in more than one Class, you will receive a ballot for each Class in which you are entitled to vote.

Item 1. Amount of Claim.

The undersigned hereby certifies that as of the Voting Record Date, the undersigned was the Holder of General Unsecured Claims in the following aggregate unpaid amount (insert amount in box below):

$_______________

Item 2. Vote on Plan.

The Holder of the Class 2 Secured Lenders Claim or DIP Loan CLaim against the Debtors set forth in Item 1 votes to (please check one):

ACCEPT (vote FOR) the Plan REJECT (vote AGAINST) the Plan

Your vote on the Plan will be applied to each applicable Debtor in the same manner and in the same amount as indicated in Item 1 and Item 2 above.

Item 3. Important information regarding the Accepting Claim Holders Release.

If you vote to accept the Plan, you shall be deemed to have consented to the Plan’s Accepting Claim Holders Release described in this Item 3 below. If (i) you do not vote either to accept or reject the Plan, or (ii) if you vote to reject the plan, and you do not check the box in Item 3 below, you shall be deemed to have consented to the Plan’s Accepted Claim Holders Release provision described in this Item 3 below and be bound by it.

Regardless of whether you elect to opt out of the Plan’s Accepting Claim Holders Release provisions, your recovery under the Plan remains unaffected.

The Holder of the Class 2 Claim set forth in Item 1 elects to (optional):

The undersigned has (i) elected not to vote on the Plan or (ii) vote to reject the Plan in Item 2, and elects to Opt Out of the below Accepting Claim Holders Release (note that opting out of the release will result in you not being included in the definition of “Releasing Parties” under the Plan).


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Article 11.4 of the Plan contains the following provision: Except as otherwise expressly provided for in the Plan or in obligations issued pursuant to the Plan, from and after the Effective Date, all Releasing Parties (i.e., holders of Claims voting to accept the Plan or otherwise deemed to accept the Plan) shall be deemed to have forever released, waived, and discharged all causes of action and any other debts, obligations, rights, suits, damages, actions, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing as of the Effective Date or thereafter arising, in law, equity or otherwise, whether for tort, contract, violations of federal or state securities laws or otherwise, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstances existing or taking place prior to or on the Effective Date in any way related to the Debtors, the Chapter 11 Cases, or the Plan against the Releasees. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Accepting Claim Holders Release, which includes by reference each of the related provisions and definitions contained in the Plan, and, further, shall constitute the Bankruptcy Court’s finding that the Accepting Claim Holders Release is: (1) in exchange for the good and valuable consideration provided by the Releasees; (2) a good-faith settlement and compromise of the claims released by the Accepting Claim Holders Release; (3) in the best interests of the Debtors and all holders of Claims and Interests; (4) fair, equitable and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a bar to any of the Releasees asserting any claim or cause of action released pursuant to the Accepting Claim Holders Release.

* * * *

Under the Plan, the below terms have the following definition: “Releasees” mean, collectively, the Debtors, officers and directors of the Debtors that served in such capacity, and each of their respective Representatives; provided however that Paringa Resources Limited and any Representative of Paringa Resources Limited are expressly excluded from this definition, except for David Gay and Bruce Czachor in each of their capacities as directors or officers of Paringa Resources Limited or any related non-debtor entity. “Representatives” mean, with regard to any entity, its officers, directors, employees, advisors, attorneys, professionals, accountants, investment bankers, financial advisors, consultants, agents, and other representatives (including their respective officers, directors, employees, members, and professionals). “Releasing Parties” mean each of the following in its capacity as such: (a) the Releasees; (b) all holders of Claims against a Debtor who vote to accept the Plan; (c) all holders of Claims against a Debtor who are entitled to vote to accept the Plan and who do not vote or opt-out of such release; and (d) all holders of Claims against a Debtor who are deemed to accept the Plan.


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Item 4. Certifications.

By signing this Class 2 Ballot, the undersigned certifies to the Bankruptcy Court and the Debtors:

(a) that, as of the Voting Record Date, either: (i) the entity is the holder of the Secured Lenders Claim(s) or DIP Loan Claim(s) voted, or (ii) the entity is an authorized signatory for an entity that is a holder of the Secured Lenders Claims or DIP Loan Claims being voted;

(b) that the entity (or in the case of an authorized signatory, the holder) has received a copy of the Disclosure Statement and the Solicitation Package and acknowledges that the solicitation is being made pursuant to the terms and conditions set forth therein;

(c) that the entity has cast the same vote with respect to all Claims in a single Class; and

(d) that no other Class 2 Ballots with respect to the amount of the Secured Lenders Claims or DIP Loan Claims identified in Item 1 have been cast or, if any other Class 2 Ballots have been cast with respect to such Secured Lenders Claims or DIP Loan Claims, then any such earlier Class 2 Ballots are hereby revoked.

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than Holder)

Title:

Address:

Telephone Number:

Email:

Date Completed:


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010-9124-8855/2/AMERICAS

PLEASE SUBMIT YOUR BALLOT BY ONE OF THE FOLLOWING TWO METHODS:

OPTION 1 – Via Paper Ballot. Complete, sign, and date this Ballot and return it (with an original signature) promptly via first class mail (or in the enclosed reply envelope provided), overnight courier, or hand delivery to:

Hartshorne Holdings, LLC Case Administration, c/o Stretto 8269 East 23rd Avenue, Suite 275

Denver, Colorado 80238

OR

OPTION 2 – Via E-Ballot Portal. Submit your Ballot via the Administrative Agent’s online portal, by visiting cases.stretto.com/hartshorne (the “E-Ballot Portal”). Click on the “E-Ballot” section of the website and follow the instructions to submit your Ballot. IMPORTANT NOTE: You will need the following information to retrieve and submit your customized electronic Ballot: Unique E-Ballot ID#:________________________________ The Administrative Agent’s E-Ballot Portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Ballots submitted by facsimile, email, or other means of electronic transmission will not be counted. Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of your electronic Ballot. Please complete and submit an electronic Ballot for each E-Ballot ID# you receive, as applicable.

Creditors who cast a Ballot using the E -Ballot Portal should NOT also submit a paper Ballot.

BALLOTS CAST BY FACSIMILE AND/OR ELECTRONIC

MAIL TRANSMISSION WILL NOT BE COUNTED.

IF THE ADMINISTRATIVE ADVISOR DOES NOT ACTUALLY RECEIVE THIS BALLOT ON OR BEFORE OCTOBER 27, 2020, AT 11:59 P.M., PREVAILING MOUNTAIN TIME , (AND IF THE VOTING DEADLINE IS NOT EXTENDED), YOUR VOTE TRANSMITTED BY

THIS BALLOT MAY BE COUNTED TOWARD CONFIRMATION OF THE PLAN ONLY IN THE DISCRETION OF THE DEBTORS.


010-9124-8855/2/AMERICAS

Class 2 — DIP Loan Claims or Secured Lenders Claims

INSTRUCTIONS FOR COMPLETING THIS CLASS 2 BALLOT

1. The Debtors are soliciting the votes of holders of Class 2 Claims with respect to the Plan attached as Exhibit 1 to the Disclosure Statement. Capitalized terms used in the Class 2 Ballot or in these instructions (the “Ballot Instructions”) but not otherwise defined therein or herein shall have the meaning set forth in the Disclosure Statement or Plan, as applicable, a copy of which also accompanies the Class 2 Ballot. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan can be confirmed by the Court and thereby made binding upon you if it is accepted by the holders of at least two-thirds in amount and more than one-half in number of Class 2 Claims and if the Plan otherwise satisfies the requirements for confirmation provided by section 1129(a) of the Bankruptcy Code. Please review the Disclosure Statement for more information.

3. To ensure that your Class 2 Ballot is counted, you must: (a) complete your Class 2 Ballot in accordance with these instructions; (b) clearly indicate your decision either to accept or reject the Plan in the boxes provided in Item 2 of the Class 2 Ballot; and (c) clearly sign and submit your Class 2 Ballot as instructed herein.

4. Your Class 2 Ballot must be returned to the Administrative Advisor so as to be actually received by the Administrative Advisor on or before the Voting Deadline. The Voting Deadline is October 27, 2020, at 11:59 p.m. prevailing Mountain Time. Ballots cast by facsimile and/or electronic mail transmission will not be counted.

5. If a Class 2 Ballot is received after the Voting Deadline and if the Voting Deadline is not extended, it may be counted only in the sole and absolute discretion of the Debtors. Additionally, the following Class 2 Ballots will not be counted:

(a) any Class 2 Ballot that is illegible or contains insufficient information to permit the identification of the holder;

(b) any Class 2 Ballot that is not actually received by the Administrative Advisor by the Voting Deadline, unless (i) the Debtors determine otherwise, (ii) the Debtors granted an extension with respect to such Ballot, which may be granted without a Bankruptcy Court order, or (iii) such late filing is permitted by the Court pursuant to an emergency motion filed by the holder;

(c) any Class 2 Ballot sent to a person other than the Administrative Agent; (d) any unsigned Class 2 Ballot; (e) any Class 2 Ballot that partially rejects and partially accepts the Plan; (f) any Class 2 Ballot not marked to accept or reject the Plan or marked both to accept and reject the Plan; (g) any Class 2 Ballot sent by electronic mail or facsimile; (h) any Class 2 Ballot superseded by a later, timely submitted valid Ballot; (i) any improperly submitted Class 2 Ballot (unless the Debtors determine otherwise or as permitted by the

Bankruptcy Court); and/or (j) any Class 2 Ballot cast by a person or entity that does not hold a Class 2 Claim.

6. The method of delivery of Class 2 Ballots to the Administrative Advisor is at the election and risk of each holder

of a Class 2 Claim. Except as otherwise provided herein, such delivery will be deemed made only when the Administrative Advisor actually receives the originally executed Class 2 Ballot.1 In all cases, holders should allow sufficient time to assure timely delivery.

1 For the avoidance of doubt, Ballots validly submitted through the online balloting portal (i.e., the Option 2 – E-Ballot Portal described on page 5 of this Ballot) will be deemed an originally executed Class 2 Ballot.


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010-9124-8855/2/AMERICAS

7. If multiple Class 2 Ballots are received from the same holder of a Class 2 Claim with respect to the same Claim prior to the Voting Deadline, the latest, timely received, and properly completed Class 2 Ballot will supersede and revoke any earlier received Class 2 Ballots.

8. You must vote all of your Claims within Class 2 either to accept or reject the Plan and may not split your vote. Further, if a holder has multiple unique Claims within Class 2, the Debtors shall (a) aggregate the Claims in amount as if such creditor held one Class 2 Claim, and (b) treat such Claims as a single vote to accept or reject the Plan.

9. This Class 2 Ballot does not constitute, and shall not be deemed to be, (a) a Proof of Claim, or (b) an assertion or admission of a Claim.

10. Please be sure to sign and date your Class 2 Ballot. If you are signing a Class 2 Ballot in your capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative capacity, you must indicate such capacity when signing and, if required or requested by the Administrative Advisor, the Debtors, or the Bankruptcy Court, must submit proper evidence to the requesting party to so act on behalf of such holder. In addition, please provide your name and mailing address if it is different from that set forth on the attached mailing label or if no such mailing label is attached to the Class 2 Ballot.

11. If you hold Claims in more than one Class, you will receive a ballot for each Class in which you are entitled to vote.

PLEASE SUBMIT YOUR BALLOT PROMPTLY

IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT, THESE VOTING INSTRUCTIONS, OR THE PROCEDURES FOR VOT ING,

PLEASE CALL THE RESTRUCTURING HOTLINE AT: (833) 643-0359 OR EMAIL [email protected].

IF THE ADMINISTRATIVE ADVISOR DOES NOT ACTUALLY RECEIVE THIS BALLOT ON OR BEFORE THE VOTING

DEADLINE, WHICH IS ON OCTOBER 27, 2020, AT 11:59 P.M., PREVAILING MOUNTAIN TIME, (AND IF THE VOTING DEADLINE IS NOT EXTENDED), YOUR VOTE

TRANSMITTED HEREBY MAY BE COUNTED ONLY IN THE DISCRETION OF THE DEBTORS.

* * * * *


010-9124-8855/2/AMERICAS

EXHIBIT C-2



010-9124-8855/2/AMERICAS



In re:


Debtors.1

) ) ) ) )

Chapter 11

Case No. 20-40133



CLASS 3 BALLOT FOR HOLDERS OF OTHER SECURED CLAIMS







You are receiving this Class 3 ballot (this “Class 3 Ballot”) because you are a holder of an Other Secured Claim in Class 3 as of October 5, 2020 (the “Voting Record Date”). Accordingly, you have a right to vote to accept or reject the Plan.


1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Hartshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941); and Hartshorne Land, LLC (5582). T he Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371.


2

010-9124-8855/2/AMERICAS


You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and the Plan’s classification and treatment of your Claim. Your Claim has been placed in Class 3, Other Secured Claims, under the Plan. If you hold Claims in more than one Class, you will receive a ballot for each Class in which you are entitled to vote.



$_______________


The Holder of the Class 3 Other Secured Claim against the Debtors set forth in Item 1 votes to (please check one):






The Holder of the Class 3 Other Secured Claims set forth in Item 1 elects to (optional):



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010-9124-8855/2/AMERICAS


* * * *



4

010-9124-8855/2/AMERICAS

Item 4. Certifications.

By signing this Class 3 Ballot, the undersigned certifies to the Bankruptcy Court and the Debtors:

(e) that, as of the Voting Record Date, either: (i) the entity is the holder of the Other Secured Claim(s) voted, or (ii) the entity is an authorized signatory for an entity that is a holder of the Other Secured Claims being voted;

(f) that the entity (or in the case of an authorized signatory, the holder) has received a copy of the Disclosure Statement and the Solicitation Package and acknowledges that the solicitation is being made pursuant to the terms and conditions set forth therein;

(g) that the entity has cast the same vote with respect to all Other Secured Claims in a single Class; and

(h) that no other Class 3 Ballots with respect to the amount of the Other Secured Claims identified in Item 1 have been cast or, if any other Class 3 Ballots have been cast with respect to such Other Secured Claims, then any such earlier Class 3 Ballots are hereby revoked.

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than Holder)

Title:

Address:

Telephone Number:

Email:

Date Completed:


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010-9124-8855/2/AMERICAS

PLEASE SUBMIT YOUR BALLOT BY ONE OF THE FOLLOWING TWO METHODS:

OPTION 1 – Via Paper Ballot. Complete, sign, and date this Ballot and return it (with an original signature) promptly via first class mail (or in the enclosed reply envelope provided), overnight courier, or hand delivery to:

Hartshorne Holdings, LLC Case Administration, c/o Stretto 8269 East 23rd Avenue, Suite 275

Denver, Colorado 80238

OR

OPTION 2 – Via E-Ballot Portal. Submit your Ballot via the Administrative Agent’s online portal, by visiting cases.stretto.com/hartshorne (the “E-Ballot Portal”). Click on the “E-Ballot” section of the website and follow the instructions to submit your Ballot. IMPORTANT NOTE: You will need the following information to retrieve and submit your customized electronic Ballot: Unique E-Ballot ID#:________________________________ The Administrative Agent’s E-Ballot Portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Ballots submitted by facsimile, email, or other means of electronic transmission will not be counted. Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of your electronic Ballot. Please complete and submit an electronic Ballot for each E-Ballot ID# you receive, as applicable.

Creditors who cast a Ballot using the E -Ballot Portal should NOT also submit a paper Ballot.

BALLOTS CAST BY FACSIMILE AND/OR ELECTRONIC

MAIL TRANSMISSION WILL NOT BE COUNTED.

IF THE ADMINISTRATIVE ADVISOR DOES NOT ACTUALLY RECEIVE THIS BALLOT ON OR BEFORE OCTOBER 27, 2020, AT 11:59 P.M., PREVAILING MOUNTAIN TIME , (AND IF THE VOTING DEADLINE IS NOT EXTENDED), YOUR VOTE TRANSMITTED BY

THIS BALLOT MAY BE COUNTED TOWARD CONFIRMATION OF THE PLAN ONLY IN THE DISCRETION OF THE DEBTORS.


010-9124-8855/2/AMERICAS

Class 3 — Other Secured Claims

INSTRUCTIONS FOR COMPLETING THIS CLASS 3 BALLOT

1. The Debtors are soliciting the votes of holders of Class 3 Claims with respect to the Plan attached as Exhibit 1 to the Disclosure Statement. Capitalized terms used in the Class 3 Ballot or in these instructions (the “Ballot Instructions”) but not otherwise defined therein or herein shall have the meaning set forth in the Disclosure Statement or Plan, as applicable, a copy of which also accompanies the Class 3 Ballot. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan can be confirmed by the Court and thereby made binding upon you if it is accepted by the holders of at least two-thirds in amount and more than one-half in number of Class 3 Claims and if the Plan otherwise satisfies the requirements for confirmation provided by section 1129(a) of the Bankruptcy Code. Please review the Disclosure Statement for more information.

3. To ensure that your Class 3 Ballot is counted, you must: (a) complete your Class 3 Ballot in accordance with these instructions; (b) clearly indicate your decision either to accept or reject the Plan in the boxes provided in Item 2 of the Class 3 Ballot; and (c) clearly sign and submit your Class 3 Ballot as instructed herein.

4. Your Class 3 Ballot must be returned to the Administrative Advisor so as to be actually received by the Administrative Advisor on or before the Voting Deadline. The Voting Deadline is October 27, 2020, at 11:59 p.m. prevailing Mountain Time. Ballots cast by facsimile and/or electronic mail transmission will not be counted.

5. If a Class 3 Ballot is received after the Voting Deadline and if the Voting Deadline is not extended, it may be counted only in the sole and absolute discretion of the Debtors. Additionally, the following Class 3 Ballots will not be counted:

(k) any Class 3 Ballot that is illegible or contains insufficient information to permit the identification of the holder;

(l) any Class 3 Ballot that is not actually received by the Administrative Advisor by the Voting Deadline, unless (i) the Debtors determine otherwise, (ii) the Debtors granted an extension with respect to such Ballot, which may be granted without a Bankruptcy Court order, or (iii) such late filing is permitted by the Court pursuant to an emergency motion filed by the holder;

(m) any Class 3 Ballot sent to a person other than the Administrative Agent; (n) any unsigned Class 3 Ballot; (o) any Class 3 Ballot that partially rejects and partially accepts the Plan; (p) any Class 3 Ballot not marked to accept or reject the Plan or marked both to accept and reject the Plan; (q) any Class 3 Ballot sent by electronic mail or facsimile; (r) any Class 3 Ballot superseded by a later, timely submitted valid Ballot; (s) any improperly submitted Class 3 Ballot (unless the Debtors determine otherwise or as permitted by the

Bankruptcy Court); and/or (t) any Class 3 Ballot cast by a person or entity that does not hold a Class 3 Other Secured Claim.

6. The method of delivery of Class 3 Ballots to the Administrative Advisor is at the election and risk of each holder

of an Other Secured Claim. Except as otherwise provided herein, such delivery will be deemed made only when the Administrative Advisor actually receives the originally executed Class 3 Ballot.1 In all cases, holders should allow sufficient time to assure timely delivery.

1 For the avoidance of doubt, Ballots validly submitted through the online balloting portal (i.e., the Option 2 – E-Ballot Portal described on page 5 of this Ballot) will be deemed an originally executed Class 3 Ballot.


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010-9124-8855/2/AMERICAS

7. If multiple Class 3 Ballots are received from the same holder of an Other Secured Claim with respect to the same Other Secured Claim prior to the Voting Deadline, the latest, timely received, and properly completed Class 3 Ballot will supersede and revoke any earlier received Class 3 Ballots.

8. You must vote all of your Other Secured Claims within Class 3 either to accept or reject the Plan and may not split your vote. Further, if a holder has multiple unique Other Secured Claims within Class 3, the Debtors shall (a) aggregate the Claims in amount as if such creditor held one Class 3 Claim, and (b) treat such Claims as a single vote to accept or reject the Plan.

9. This Class 3 Ballot does not constitute, and shall not be deemed to be, (a) a Proof of Claim, or (b) an assertion or admission of a Claim.

10. Please be sure to sign and date your Class 3 Ballot. If you are signing a Class 3 Ballot in your capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative capacity, you must indicate such capacity when signing and, if required or requested by the Administrative Advisor, the Debtors, or the Bankruptcy Court, must submit proper evidence to the requesting party to so act on behalf of such holder. In addition, please provide your name and mailing address if it is different from that set forth on the attached mailing label or if no such mailing label is attached to the Class 3 Ballot.

11. If you hold Claims in more than one Class, you will receive a ballot for each Class in which you are entitled to vote.

PLEASE SUBMIT YOUR BALLOT PROMPTLY

IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT, THESE VOTING INSTRUCTIONS, OR THE PROCEDURES FOR VOTING,

PLEASE CALL THE RESTRUCTURING HOTLINE AT: (833) 643-0359 OR EMAIL [email protected].

IF THE ADMINISTRATIVE ADVISOR DOES NOT ACTUALLY RECEIVE THIS BALLOT ON OR BEFORE THE VOTING

DEADLINE, WHICH IS ON OCTOBER 27, 2020, AT 11:59 P.M., PREVAILING MOUNTAIN TIME, (AND IF THE VOTING DEADLINE IS NOT EXTENDED), YOUR VOTE

TRANSMITTED HEREBY MAY BE COUNTED ONLY IN THE DISCRETION OF THE DEBTORS.

* * * * *


010-9124-8855/2/AMERICAS

EXHIBIT C-3



010-9124-8855/2/AMERICAS



In re:


Debtors.1

) ) ) ) )

Chapter 11

Case No. 20-40133



CLASS 4 BALLOT FOR HOLDERS OF GENERAL UNSECURED CLAIMS







You are receiving this Class 4 ballot (this “Class 4 Ballot”) because you are a holder of a General Unsecured Claim in Class 4 as of October 5, 2020 (the “Voting Record Date”). Accordingly, you have a right to vote to accept or reject the Plan.


1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Ha rtshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941); and Harts horne Land, LLC (5582). The Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371.


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010-9124-8855/2/AMERICAS


You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and the Plan’s classification and treatment of your Claim. Your Claim has been placed in Class 4, General Unsecured Claims, under the Plan. If you hold Claims in more than one Class, you will receive a ballot for each Class in which you are entitled to vote.



$_______________


The Holder of the Class 4 General Unsecured Claim against the Debtors set forth in Item 1 votes to (please check one):






The Holder of the Class 4 General Unsecured Claims set forth in Item 1 elects to (optional):



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case 20-40133-acs doc 645 filed 10/05/20 entered 10/05/20 ... · 6 010-9124-8855/2/americas...

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