for the district of delaware chapter 11 phoenix …€¦ · · 2016-09-08case 16-11242-bls doc...

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

Chapter 11

Case No. 16-11242 (BLS)

(Jointly Administered) Obj, Deadline: September 29, 2016 Hearing Date: October 20, 2016 @

@4:00 p.m. 11:00 a.m.

In re:

PHOENIX BRANDS LLC, etal.,'

Debtors.

)

) )

) )

)

)

MOTION FOR ENTRY OF AN ORDER EXTENDING THE DEADLINE FOR

FILING POST-PETITION ADMINISTRATIVE CLAIMS

The Official Committee of Unsecured Creditors (the "Committee") of the above-

captioned debtors and debtors-in-possession (the "Debtors"), by and through its counsel, Saul

Ewing LLP, hereby files this motion seeking entry of an order pursuant to section 105 of title 11

of the United States Code (the "Bankruptcy Code") and Rule 9006 of the Federal Rules of

Bankruptcy Procedure (the "Bankruptcy Rules"), extending the deadline by which post-petition

administrative expense claim holders must file claims (the "Motion"). In support of this Motion,

the Committee respectfully states as follows:

Preliminary Statement

1. The Debtors obtained an order setting deadlines for filing claims and

administrative expenses in these chapter 11 proceedings. However, given that the recent asset

sales of substantially all of the Debtors' assets to three separate purchasers require ongoing

vendor cooperation in the provision of goods and/or services to the Debtors' estates to honor the

estates' obligations under the respective asset purchase agreements (separate from any goods

The Debtors, together with the last four digits of each Debtor's tax identification number, are: Phoenix Brands LLC, (4609), Phoenix Brands Parent LLC, (8729), Phoenix North LLC, (no BIN), Phoenix Brands Canada ULC (a Nova Scotia Company), Phoenix Brands Canada Laundry LLC (no Ell'), and Phoenix RIT LLC (5149). The address of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT 06901, except Phoenix Brands Canada ULC, which is Box 50, 1 First Canadian Place, Toronto, Ontario, Canada

M5X 1B8.

91659.3 09/08/2016

Case 16-11242-BLS Doc 417 Filed 09/08/16 of 8

and/or services that may be provided post-closing to the purchasers), the Committee seeks an

extension of the current deadline solely for filing post-petition administrative expense claims.

The requested extension will allow those vendors currently providing goods and/or services to

the Debtors' estates sufficient time to assert an administrative expense claim created through the

provision of goods and/or services required pursuant to the ongoing transition services

agreements ("TSAs") approved as part of the asset sales. The Committee proposes to extend the

current filing deadline of September 12, 2016 to and including the later of October 28, 2016 or

five (5) days after the termination of the applicable TSA.

2. The Committee is not seeking to extend any of the other previously established

deadline(s) for filing claims or administrative expenses, including, without limitation, the

deadlines applicable to the filing of prepetition claims and administrative expense claims

incurred under section 503(b)(9) of the Bankruptcy Code.

Jurisdiction

3. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334 and the Amended Standing Order of Reference from the United States District Court for the

District of Delaware, dated February 29, 2012. This matter is a core proceeding within the

meaning of 28 U.S.C. § 157(b)(2), and the Court may enter a final order consistent with

Article III of the United States Constitution.

4. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

5. The statutory bases for the relief requested herein is section 105 of the

Bankruptcy Code and Rule 9006 of the Bankruptcy Rules.

91659.3 0910812016

2


Background

6. On May 19, 2016, Debtors Phoenix Brands LLC, Phoenix Brands Parent LLC,

Phoenix North LLC, and Phoenix Canada ULC commenced their cases by filing voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. On June 1,2016, Debtor Phoenix

RIT LLC, filed its petition. On June 17, 2016, Debtor Phoenix Brands Canada Laundry LLC

filed its petition.

7. Pursuant to the Order Authorizing Joint Administration of Related Chapter 11

Cases for Procedural Purposes Only [Docket No. 44], the Order (A) Authorizing Joint

Administration of Related Chapter 11 Cases for Procedural Purposes Only and (B) Applying

Certain Orders in the Chapter 11 Cases of Phoenix Brands LLC and its Affiliated Debtors to the

Chapter 11 Case of Phoenix RIT LLC [Docket No. 127], and the Order (A) Directing Joint

Administration of Related Chapter 11 Cases for Procedural Purposes Only and (B) Applying

Certain Orders in the Chapter 11 Cases of Phoenix Brands LLC and its Affiliated Debtors to the

Chapter 11 Case of Phoenix Brands Canada Laundry, LLC [Docket No. 255], the chapter 11

cases of the Debtors are jointly administered and are consolidated for procedural purposes.

8. The Debtors continue in possession of their properties and continue to operate and

manage their businesses as debtors-in-possession pursuant to sections 1107(a) and 1108 of the

Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in

these chapter 11 cases.

9. On June 1, 2016, the Office of the United States Trustee appointed the Committee

pursuant to section 1102(a)(1) of the Bankruptcy Code [Docket No. 94].

10. On July 18, 2016, this Court entered orders approving three sales of the Debtors'

assets. On August 1, 2016, the Debtors' sale of the RIT assets closed, on August 2, 2016, the

91659.3 09/08/2016

3


sale of the Debtors' Canadian Laundry assets closed, and on August 8, 2016, the sale of the

Debtors' US Laundry assets closed. As a term of each of the aforementioned sales, the Debtors

entered into a separate TSA with each purchaser of the Debtors' assets. Pursuant to the TSAs,

the Debtors are required to continue to provide post-closing, certain services to each purchaser.

Currently, the TSA associated with the RIT sale is scheduled to expire on October 1, 2016, and

the TSA associated with the US Laundry sale is scheduled to expire on October 7, 2016.

11. The TSAs associated with the RIT sale and the US Laundry sale are subject to

extensions.

12. On July 28, 2016, this Court entered an Order (I) Establishing Bar Dates for

Filing Claims, and (II) Approving the Form and Manner of Notice Thereof (the "Bar Date

Order") [D. I. 301] .

13. Pursuant to the Bar Date Order, the deadline for holders of administrative claims

that "arose on or after the applicable Debtors' [p]etition [d]ate through August 30, 2016 ... must

file such claims by September 12, 2016 at 5:00 p.m., prevailing [e]astern [t]ime." See Bar Date

Order, p. 3.

Relief Requested

14. Through this Motion, the Committee requests that the September 12, 2016 bar

date (the "Bar Date") be extended to the later of Friday, October 28, 2016 at 5:00 p.m. eastern

time or five (5) days after the termination of the applicable TSA for holders of any administrative

expense claims that arose on or after the applicable Debtor's petition date through the expiration

of the applicable TSA to file their respective administrative expense claims.

91659.3 09/08/2016

4


Basis to Requested Relief

15. Section 105(a) of the Bankruptcy Code provides that "the court may issue any

order, process, or judgment that is necessary or appropriate to carry out the provisions of [the

Bankruptcy Code]." 11 U.S.C. § 105(a).

16. Bankruptcy Rule 9006(b) provides that a court may extend unexpired time

periods, such as the Bar Date, "when an act is required or allowed to be done at or within a

specified period by these rules or by a notice given thereunder or by order of court, the court for

cause shown may at any time in its discretion . , . order the period enlarged if the request therefor

is made before the expiration of the period originally prescribed." Fed. R. Bankr. P. 9006(b)(1).

17. Additionally, pursuant to Rule 9006 of the Local Rules of the United States

Bankruptcy Court for the District of Delaware, "[A] motion to extend the time to take any action

is filed before the expiration of the period prescribed by the Code, the Fed. R. Bankr. P., these

Local Rules or Court order, the time shall automatically be extended until the Court acts on the

motion, without the necessity for the entry of a bridge order." See Del, Banks. ER. 9006-2. As

such, to the extent that the Court does not act on this Motion prior to September 12, 2016, the

Bar Date shall be automatically extended until the Court acts on this Motion.

18. The Committee submits that cause exists to grant the extension sought herein. As

noted above, the Debtors are currently parties to the TSAs. While the TSAs contemplate that the

purchasers will reimburse the Debtors for certain "costs" associated with the transition services,

the Debtors will no doubt incur, and most likely have incurred, other expenses during this post-

closing period. As services are on-going under the RIT and US Laundry TSAs and are

anticipated to continue until early October 2016, is it impractical, in addition to being inherently

91659.3 0910812016

5


unfair, for creditors providing goods and/or services to the Debtors post-closing to be held to the

rigid terms of the Bar Date Order.

19. While the Bar Date Order addresses post-petition costs incurred through August

30, 2016, it does not take into account any claims that the Debtors and their respective estates

may incur subsequent to August 30, 2016. Additionally, the Bar Date sets a deadline only to

those post-petition expense claims incurred through and including August 30, 2016. This leaves

open the issue of the treatment of holders of administrative expense claims incurred after August

30, 2016. Creditors that have provided, and continue to provide, goods and/or services to the

Debtors after August 30, 2016 should have sufficient time to submit their respective claims in the

event amounts remain due and owing to the creditor.

20. For these reasons, the Committee submits that extending the Bar Date for post-

petition administrative expense claims through and including the later of October 28, 2016 and

five (5) days after the termination of the applicable TSA is appropriate and necessary, and the

Motion should be granted.

No Bridge Order Required

21. Local Rule 9006-2 of the United States Bankruptcy Court for the District of

Delaware provides that: "Unless otherwise provided in the Code or in the Fed. R. Bankr. P., if a

motion to extend the time to take any action is filed before the expiration of the period prescribed

by the Code, the Fed. R. Bankr. P., these Local Rules or Court order, the time shall automatically

be extended until the Court acts on the motion, without the necessity for the entry of a bridge

order." See Del. Bankr. L.R. 9006-2.

22. Accordingly, the filing of this Motion extends the deadline for filing post-petition

administrative expense claims through the date this Court renders a decision on this Motion.

91659.3 09/08/2016

6


Notice

23. Notice of this Motion will be provided to (a) counsel to the Debtors: Morrison

Cohen LLP, 909 Third Avenue, New York, NY 10022 (Attn: Joseph T. Moldovan), and

Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmington DE 19899

(Attn: Laura Davis Jones); (b) counsel to Madison Capital Funding, Agent for the Debtors'

senior lenders: Goldberg Kohn Ltd., 55 East Monroe, Suite 3300, Chicago, IL 60603 (Attn:

Dimitri Karcazes), and Morris, Nichols, Arsht & Tunnel' LLP, 1201 North Market Street, 16th

Floor, P.O. Box 1347, Wilmington, DE 19899-1347 (Attn: Robert Dehney); (c) the Office of the

United States Trustee, 844 King Street, Suite 2207, Lockbox #35, Wilmington, Delaware, 19801

(Attn: Hannah McCollum); and (d) all parties requesting notices in these cases pursuant to

Bankruptcy Rule 2002. In light of the nature of the relief requested, the Committee respectfully

submits that no further notice is necessary.

91659.3 09/08/2016

7


WHEREFORE, for the reasons set forth herein, the Committee respectfully requests that

the Court enter an order, substantially in the form attached hereto as Exhibit A, extending the

time to file post-petition administrative claims to October 28, 2016.

Dated: September 8, 2016 SAUL EWING LLP

By: Mark Minuti (DE Bar No. 2659)

Lucian B. Murley (DE Bar No. 4892)

1201 North Market Street, Suite 2300

P.O. Box 1266

Wilmington, DE 19899

Telephone: (302) 421-6840

Facsimile: (302) 421-5873

[email protected]

[email protected]

-and

Sharon L. Levine

Dipesh Patel

One Riverfront Plaza 1037 Raymond Blvd., Suite 1520

Newark, NJ 07102-5426

Telephone: (973) 286-6713

Facsimile: (973) 286-6821

[email protected]

[email protected]

Counsel to the Official Committee of Unsecured

Creditors of Phoenix Brands LLC, et al.

91659.3 09/08/2016 8




Chapter 11

Case No. 16-11242 (BLS)

(Jointly Administered) Obj. Deadline: September 29, 2016

Hearing Date: October 20, 2016 @

@4:00 p.m.

11:00 a.m.

In re:

PHOENIX BRANDS LLC, et al.,'

Debtors.

)

) )

) )

)

)

NOTICE OF MOTION FOR ENTRY OF AN ORDER EXTENDING THE DEADLINE

FOR FILING POST-PETITION ADMINISTRATIVE CLAIMS

PLEASE TAKE NOTICE that on September 8, 2016, the Official Committee of

Unsecured Creditors (the "Committee") filed the Motion for Entry of an Order Extending the

Deadline for Filing Post-Petition Administrative Claims (the "Motion") with the United

States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").

PLEASE TAKE FURTHER NOTICE that objections to the Motion, if any, must be

filed on or before September 29, 2016 at 4:00 p.m. (prevailing eastern time) (the "Objection

Deadline") with the Clerk of the United States bankruptcy Court for the District of Delaware,

824 N. Market Street, 3rd Floor, Wilmington, DE 19801. You must also serve any such

objection so as to be received by the following on or before the Objection Deadline: (i) counsel

to the Official Committee of Unsecured Creditors (a) Saul Ewing LLP, 1201 North Market

Street, Suite 2300, P.O. Box 1266, Wilmington, DE 19899 (Attn: Mark Minuti, Esq. and Lucian

B. Murley, Esq.) and (b) Saul Ewing LLP, One Riverfront Plaza, 1037 Raymond Boulevard,

Suite 1520, Newark, NJ 07102-5426 (Attn: Sharon L. Levine, Esq. and Dipesh Patel, Esq.);

(ii) the Debtors, Phoenix Brands LLC, et al., 1 Landmark Square #18, Stamford, CT 06901

(Attn: Bill Littlefield); (iii) counsel to the Debtors: (a) Morrison Cohen LLP, 909 Third Avenue, New York, NY 10022 (Attn: Joseph T. Moldovan, Esq. and Robert K. Dakis, Esq.) and

(b) Pachulski Stang Ziehl &Jones LLP, 919 N. Market Street, 17th Floor, P.O. Box 8705,

Wilmington, DE 19899-8705 (Attn: Laura Davis Jones, Esq. and Joseph M. Mulvihill, Esq.);

(iv) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite

2207, Lockbox 35, Wilmington, DE 19801 (Attn: Hannah McCollum, Esq.); and (v) agent for

the Debtors' senior credit facility: (a) Madison Capital Funding, 30 S. Wacker Drive, Suite 3700,

Chicago, IL 60606 (Attn: James Powell and Kevin Bolash) and (b) agent's counsel: (1) Goldberg

Kohn Ltd., 55 E. Monroe, Suite 3300, Chicago, IL 60603 (Attn: Dimitri Karcazes, Esq. and Zach

Garrett, Esq.) and (2) Morris, Nichols, Arsht & Tunnell LLP, 1201 N. Market Street, 16th Floor,

The Debtors, together with the last four digits of each Debtor's tax identification number, are: Phoenix

Brands LLC, (4609), Phoenix Brands Parent LLC, (8729), Phoenix North LLC, (no EIN), Phoenix Brands Canada ULC (a Nova Scotia Company), Phoenix Brands Canada Laundry LLC (no EIN), and Phoenix RIT LLC (5149). The address of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT 06901, except Phoenix Brands Canada ULC, which is Box 50, 1 First Canadian Place, Toronto, Ontario, Canada

M5X 1B8.

91659.3 09/08/2016

Case 16-11242-BLS Doc 417-1 Filed 09/08/16 Page 1 of 2

By:

SAUL EWING LLP Dated: September 8,2016

P.O. Box 1347, Wilmington, DE 19899-1347 (Attn: Robert Dehney, Esq. and Curtis Miller,

Esq.).

PLEASE TAKE FURTHER NOTICE that a hearing with respect to the Motion will be

held on October 20, 2016 at 11:00 a.m. before the Honorable Brendan L. Shannon, United

States Bankruptcy Court for the District of Delaware, at 824 Market Street, 6th Floor, Courtroom

No. 1, Wilmington, DE 19801.

IF YOU FAIL TO RESPOND OR OBJECT IN ACCORDANCE WITH THIS

NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE

APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

Mark inuti (DE Bar No. 2659)

Lucian B. Murley (DE Bar No, 4892)


P.O. Box 1266


Telephone: (302) 421-6840

Facsimile: (302) 421-5873

[email protected]

[email protected]

-and

Sharon L. Levine

Dipesh Patel

One Riverfront Plaza

1037 Raymond Blvd., Suite 1520

Newark, NJ 07102-5426

Telephone: (973) 286-6713

Facsimile: (973) 286-6821

[email protected]

[email protected]

Counsel to the Official Committee of Unsecured Creditors of Phoenix Brands LLC, et al.

91659.3 09/08/2016 2




In re: ) Chapter 11

PHOENIX BRANDS LLC, et al. , 1 ) Case No. 16-11242 (BLS)

Debtors. ) (Jointly Administered)

) Re: Docket Number

ORDER EXTENDING THE DEADLINE FOR FILING

POST-PETITION ADMINISTRATIVE CLAIMS

Upon the motion (the "Motion") 2 of the Official Committee of Unsecured Creditors (the

"Committee") of the above-captioned debtors and debtors-in-possession for entry of an order

pursuant to section 105 of title 11 of the United States, Rule 9006 of the Federal Rules of

Bankruptcy Procedure extending the deadline by which post-petition administrative expense

claim holders must file administrative expense claims and this Court having jurisdiction over this

matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference

from the United States District Court for the District of Delaware, dated February 29, 2012; and

this Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that

this Court may enter a final order consistent with Article III of the United States Constitution;

and this Court having found that venue of these cases and the Motion in this district is proper

pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the Committee's

notice of the Motion and opportunity for a hearing on the Motion were appropriate and no other

The Debtors, together with the last four digits of each Debtor's tax identification number, are: Phoenix

Brands LLC, (4609), Phoenix Brands Parent LLC, (8729), Phoenix North LLC, (no EIN), Phoenix Brands Canada ULC (a Nova Scotia Company), Phoenix Brands Canada Laundry LLC (no EIN), and Phoenix RIT LLC (5149). The address of each of the Debtors is 1 Landmark Square, Suite 1810, Stamford, CT 06901, except Phoenix Brands Canada ULC, which is Box 50, 1 First Canadian Place, Toronto, Ontario, Canada

M5X 1B8.

2

Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

91659.3 09/08/2016


notice need be provided; and this Court having reviewed the Motion; and this Court having

determined that the legal and factual bases set forth in the Motion establish just cause for the

relief granted herein; and upon all of the proceedings had before this Court; and after due

deliberation and sufficient cause appearing therefor, it is hereby ORDERED that:

1. The Motion is GRANTED as set forth herein.

2. All entities holdings claims of any kind that arose on or after the applicable

Debtors' petition date through October 8, 2016 ("Administrative Expense Claims") must file

such Administrative Expense Claims by the later of October 28, 2016 at 5:00 p.m., prevailing

eastern time or within five (5) days of termination of the transition services agreement pursuant

to which the post-petition goods or services were being rendered.

3. All entities filing Administrative Expense Claims must utilize the forms and

follow the procedures set forth in this Court's July 28, 2016 Order (I) Establishing Bar Dates for

Filing Claims, and (II) Approving the Form and Manner of Notice Thereof (the "Bar Date

Order") [D.I. 301].

4. Unless otherwise stated herein, no other provision and/or deadline set forth in the

Bar Date Order shall impacted or extended by this order.

5. This order is without prejudice to the Committee's right to seek further

extensions.

6. The Court shall retain jurisdiction to hear and determine all matters arising from

or related to the implementation, interpretation, and/or enforcement of this order.

Dated: ,2016

Wilmington, Delaware The Honorable Brendan L. Shannon

United States Bankruptcy Judge

91659.3 09/08/2016 2




In re: ) Chapter 11

) PHOENIX BRANDS LLC, et al., ) Case No. 16-11242 (BLS)

) Debtors. ) (Jointly Administered)

)

CERTIFICATE OF SERVICE

I, Lucian B. Murley, hereby certify that on September 8, 2016, I caused a copy of the

Motion for Entry of an Order Extending the Deadline for Filing Post-Petition

Administrative Claims to be served on the parties on the attached service list in the manner

indicated therein.

SAUL EWING LLP

By:

Lucian B. Murley (DE Bar No. 4892)


P. 0. Box 1266


(302) 421-6898

Dated: September 8, 2016

91659.3 9/8/16


PHOENIX BRANDS LLC, et al.

Service List

Via Hand Delivery: Laura Davis Jones, Esquire

Joseph M. Mulvihill, Esquire

Pachulski Stang Ziehl & Jones LLP

919 N. Market Street, 17th Floor

P.O. Box 8705

Wilmington, DE 19899-8705

Hannah McCollum, Esquire

Office of the United States Trustee

for the District of Delaware

J. Caleb Boggs Federal Building

844 King Street, Suite 2007


Robert Dehney, Esquire

Curtis Miller, Esquire

Morris, Nichols, Arsht & Tunnell LLP


P.O. Box 1347


Via First Class Mail: Joseph T. Moldovan, Esquire

Robert K. Dakis, Esquire

Morrison Cohen LLP

909 Third Avenue

New York, NY 10022

Phoenix Brands LLC, et al.

Attn: Bill Littlefield

1 Landmark Square #18

Stamford, CT 06901

Madison Capital Funding

Attn: James Powell and Kevin Bolash

30 S. Wacker Drive, Suite 3700

Chicago, IL 60606

Fifth Street Asset Management Inc.

Attn: Brian Finkelstein, Michael Shannon,

and Irene Chen 777 W. Putnam Avenue, 3rd Floor

Greenwich, CT 06830

Dimitri Karcazes, Esquire

Zach Garrett, Esquire

Goldberg Kohn Ltd.

55 E. Monroe, Suite 3300

Chicago, IL 60603

Jeremy W. Ryan, Esquire

R. Stephen McNeill, Esquire

Potter Anderson & Corroon LLP


P.O. Box 951 Wilmington, DE 19801

David M. Klauder, Esquire

Bielli & Klauder, LLC

1204 N. King Street


Domenic E. Pacitti, Esquire

Klehr Harrison Harvey Branzburg LLP

919 Market Street, Suite 1000


Rachel B. Mersky, Esquire Monzack Mersky McLaughlin & Browder

1201 N. Orange Street, Suite 400


Joseph H. Huston, Jr., Esquire

Stevens & Lee, P.C. 919 N. Market Street, Suite 1300


91659.3 09/08/2016


Michael J. Barrie, Esquire

Kevin M. Capuzzi, Esquire

Benesch, Friedlander, Coplan

& Aronoff LLP

222 Delaware Avenue, Suite 801


Ellen Slights, Esquire

U.S. Attorney's Office

1007 N. Orange Street, Suite 700

P.O. Box 2046


John T. Weber, Esquire

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022-4611

Morton R. Branzburg, Esquire

Klehr Harrison Harvey Branzburg LLP

1835 Market Street

Philadelphia, PA 19103

Vadim J. Rubinstein, Esquire

Loeb & Loeb

345 Park Avenue

New York, NY 10154

Christopher Kelly, Esquire

Karl Block, Esquire

Loeb & Loeb

10100 Santa Monica Blvd.

Los Angeles, CA 90067

Kenneth Rosen, Esquire

Paul Kizel, Esquire

Nicole M. Brown, Esquire

Lowenstein Sandler LLP

65 Livingston Avenue

Roseland, NJ 07068

Vicente Matias Murrell, Esquire

Pension Benefit Guaranty Corporation

Office of the Chief Counsel

1200 K Street, N.W. Washington, D.C. 20005-4026

Edmond O'Brien, Esquire

Stempel Bennett Claman & Hochberg, PC

675 Third Avenue, 31st Floor

New York, NY 10017

Jeffrey W. Levitan, Esquire

Scott K. Rutsky, Esquire

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Jason Starks, Esquire

c/o Sherri K. Simpson, Paralegal

State of Texas Attorney General's Office Bankruptcy & Collections Division

P.O. Box 12548

Austin, TX 78711-2548

Lincolnshire Management, Inc.

Attn: President or Legal Department

780 Third Avenue, 40th Floor

New York, NY 10017

Akzo Nobel Surface Chemistry LLC

Attn: Keith Porapaiboon

525 W. Van Buren

Chicago, IL 60640

Berry Plastics Corporation

Attn: Tammy Alstadt

101 Oakley Street

Evansville, IN 47710

DS Containers, Inc.

Attn: Mark J. Baiocchi

1789 Hubbard Avenue

Batavia, IL 60510

91659.3 09/08/2016

2


International Paper

Attn: Mark Wilkund

1740 International Drive

Memphis, TN 38197

XPO Logistics Worldwide, LLC

Attn: Richard EF Valitutto

4035 Piedmont Pkwy

High Point, NC 27265

Internal Revenue Service

Centralized Insolvency Operation

P.O. Box 7346

Philadelphia, PA 19101-7346

91659.3 09/08/2016

3


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