I, Erin R. Fay, counsel for the debtors and debtors in possession in the abovecaptioned

Transcription

1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re : Chapter 11 : WP Steel Venture LLC, et al., 1 : Case No (KJC : Debtors. : (Jointly Administered x Re: D.I. 908 CERTIFICATION OF COUNSEL REGARDING ORDER APPROVING STIPULATION PERMITTING PENSION BENEFIT GUARANTY CORPORATION TO FILE CONSOLIDATED CLAIMS UNDER ONE CASE NUMBER I, Erin R. Fay, counsel for the debtors and debtors in possession in the abovecaptioned cases (collectively, the Debtors, hereby certify as follows regarding the attached Order Approving Stipulation Permitting Pension Benefit Guaranty Corporation To File Consolidated Claims Under One Case Number (the Proposed Order, attached hereto as Exhibit A: 1. On May 31, 2012, each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code. 2. On August 15, 2012, the Court entered an order (the Bar Date Order (D.I. 908 fixing, among other things, September 24, 2012 as the deadline for filing certain proofs of claim against the Debtors. 3. Following the entry of the Bar Date Order, counsel to the Pension Benefit Guaranty Corporation ( PBGC contacted counsel to the Debtors regarding an accommodation 1 If applicable, the last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i WP Steel Venture LLC (7095; (ii Metal Centers LLC; (iii RG Steel, LLC (1806; (iv RG Steel Railroad Holding, LLC (4154; (v RG Steel Sparrows Point, LLC (3633; (vi RG Steel Warren, LLC (0253; (vii RG Steel Wheeling, LLC (3273; and (viii RG Steel Wheeling Steel Group, LLC (9927. The Debtors executive headquarters address is 1430 Sparrows Point Boulevard, Sparrows Point, MD

2 for the PBGC related to the substantial number of claims the PBGC asserted that it would be required to file pursuant to a strict reading of the Bar Date Order. 4. The Debtors were amenable to the accommodation, which was documented in the agreement attached to the Proposed Order as Exhibit 1 (the Stipulation. 5. The Debtors have provided copies of the Stipulation to: (a counsel to the official committee of unsecured creditors; (b the United States Trustee; (c counsel to Wells Fargo Capital Finance, LLC, as administrative agent and co-collateral agent under the Debtors prepetition and postpetition senior credit facility; (d counsel to Cerberus Business Finance, LLC, as agent, under the Debtors prepetition junior credit facility; and (e counsel to The Renco Group, Inc. None of the foregoing have objected to entry of an order approving the Stipulation or the submission of the Stipulation by certification of counsel. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

3 WHEREFORE, Debtors respectfully request that the Court (i enter the Proposed Order attached hereto as Exhibit A approving the Stipulation and (ii grant such other and further relief as may be just or proper. Dated: Wilmington, Delaware September 17, 2012 MORRIS, NICHOLS, ARSHT & TUNNELL LLP /s/ Erin R. Fay Robert J. Dehney (No Erin R. Fay (No North Market Street, P.O. Box 1347 Wilmington, Delaware Telephone: ( Facsimile: ( and Matthew A. Feldman Shaunna D. Jones Andrew D. Sorkin WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York Telephone: ( Facsimile: ( Co-counsel to the Debtors and Debtors in Possession

4 EXHIBIT A Proposed Order

5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: WP Steel Venture LLC, et al., 1 Debtors. Chapter 11 Case No (KJC (Jointly Administered Docket No. ORDER APPROVING STIPULATION PERMITTING PENSION BENEFIT GUARANTY CORPORATION TO FILE CONSOLIDATED CLAIMS UNDER ONE CASE NUMBER Upon consideration of the (i the Certification of Counsel Regarding Order Approving Stipulation Permitting Pension Benefit Guaranty Corporation to File Consolidated Claims Under One Case Number; and (ii the stipulation attached hereto as Exhibit 1 (the Stipulation, 2 and the Court having jurisdiction over the Stipulation and matters contained herein; and adequate notice of the Stipulation and the request for relief granted herein having been provided under the circumstances; and it appearing that the relief granted herein is in the best interests of the Debtors and their estates and creditors; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED and DECREED that: 1 2 If applicable, the last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i WP Steel Venture LLC (7095; (ii Metal Centers LLC; (iii RG Steel, LLC (1806; (iv RG Steel Railroad Holding, LLC (4154; (v RG Steel Sparrows Point, LLC (3633; (vi RG Steel Warren, LLC (0253; (vii RG Steel Wheeling, LLC (3273; and (viii RG Steel Wheeling Steel Group, LLC (9927. The Debtors executive headquarters address is 1430 Sparrows Point Boulevard, Sparrows Point, MD Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Stipulation.

6 1. The Stipulation is approved in its entirety, and its terms are incorporated herein by reference as if set forth herein in full and unabridged. 2. The Court shall retain jurisdiction over any matters arising from or related to the interpretation, implementation or enforcement of this Order or the Stipulation. Dated: Wilmington, Delaware September, 2012 THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE

7 EXHIBIT 1 Stipulation

8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: WP Steel Venture LLC, et al., 1 Debtors. Chapter 11 Case No (KJC (Jointly Administered Docket No. STIPULATION PERMITTING PENSION BENEFIT GUARANTY CORPORATION TO FILE CONSOLIDATED CLAIMS UNDER ONE CASE NUMBER WP Steel Venture LLC and seven of its debtor subsidiaries and affiliates (collectively, the Debtors and Pension Benefit Guaranty Corporation ( PBGC have agreed that PBGC will be permitted to file eight consolidated proofs of claim on its own behalf and on behalf of the RG Steel Warren, LLC Hourly Employees Pension Plan (the Warren Plan and the RG Steel Wheeling, LLC Pension Plan (together with the Warren Plan, the Pension Plans, which would be deemed to have been filed in each of the Debtors cases, for the reasons and on the terms and conditions set forth below: RECITALS A. The Debtors filed voluntary petitions under Chapter 11 of title 11, United States Code (the Bankruptcy Code, on May 31, Pursuant to an order of the Court 1 If applicable, the last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i WP Steel Venture LLC (7095; (ii Metal Centers LLC; (iii RG Steel, LLC (1806; (iv RG Steel Railroad Holding, LLC (4154; (v RG Steel Sparrows Point, LLC (3633; (vi RG Steel Warren, LLC (0253; (vii RG Steel Wheeling, LLC (3273; and (viii RG Steel Wheeling Steel Group, LLC (9927. The Debtors executive headquarters address is 1430 Sparrows Point Boulevard, Sparrows Point, MD

9 entered on June 1, 2012, the Debtors Chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered under Case No (KJC. B. On August 15, 2012, the Court entered an order (the Bar Date Order fixing, among other things, September 24, 2012 as the deadline for filing certain proofs of claim against the Debtors. The Bar Date Order and the Bar Date Notice distributed by the Debtors specifically require that a claimant with claims against more than one of the Debtors file a separate proof of claim in the case of each Debtor against whom that claimant asserts a claim. C. PBGC is a wholly owned United States government corporation that administers the pension-insurance program under Title IV of the Employee Retirement Income Security Act of 1974 ( ERISA, as amended, 29 U.S.C (2006 & Supp. IV The Pension Plans are covered under Title IV of ERISA. PBGC asserts that each of the Debtors is either the sponsor of the Pension Plans or is a member of such sponsor s controlled group. D. PBGC has concluded that it must file eight separate claims against each of the eight Debtors, representing the claims for which it asserts the Debtors are jointly and severally liable to the Pension Plans and PBGC under 29 U.S.C. 1082, 1307, 1342, and Therefore, literal compliance with the Bar Date Order and Bar Date Notice would require PBGC to file sixty-four separate proofs of claim. These multiple claims would impose a significant administrative burden on the Debtors, PBGC, the Court, and the Debtors claims agent. AGREEMENT 1. Notwithstanding anything to the contrary set forth in the Bar Date Order, Bar Date Notice, Bankruptcy Code, Federal Rules of Bankruptcy Procedure, and/or local bankruptcy rules that would otherwise require PBGC to file separate proofs of claim against - 2 -

10 more than one of the Debtors on account of each claim against such Debtors, it is expressly agreed herein that the filing of a proof of claim or proofs of claim by PBGC on its own behalf or on behalf of the Pension Plans in Chapter 11 Case No (KJC will be deemed to constitute the filing of such proof of claim or proofs of claim in Case No (KJC and in each of the other Debtors Chapter 11 cases. Consequently, PBGC will be permitted to file eight claims in these cases, each of which represents eight separate claims in connection with PBGC s assertion of joint-and-several liability against each of the Debtors under 29 U.S.C. 1082, 1307, 1342, and The Debtors acknowledge that each proof of claim filed on or before the Bar Date shall be deemed timely filed for all purposes under the Bar Date Order and Bar Date Notice. 2. Nothing herein shall prejudice any Debtor s or any other party s rights to object to any proof of claim filed by PBGC on any basis, and any such rights, along with PBGC s defenses to such objections, are hereby preserved. 3. This Stipulation is intended solely for the purpose of administrative convenience and, except to the extent expressly set forth herein, shall not affect the substantive rights of the Debtors, PBGC, or any other party. 3

11 The above-noted procedure shall also apply to any amendments that PBGC may make with respect to any proof of claim against any of the Debtors. Dated: Wilmington, Delaware September 17, 2012 MORRIS, NICHOLS, ARSHT & TUNNELL LLP /s/ Erin R. Fay Robert J. Dehney (No Erin R. Fay (No North Market Street P. O. Box 1347 Wilmington, DE ( ( (Fax -and- WILLKIE FARR & GALLAGHER LLP Matthew A. Feldman Shaunna D. Jones Andrew D. Sorkin 787 Seventh Avenue New York, New York ( ( (Fax Co-Counsel to the Debtors and Debtors in Possession [SIGNATURES CONTINUED ON FOLLOWING PAGE] 4

12 Dated: Washington, DC September 17, 2012 PENSION BENEFIT GUARANTY CORPORATION /s/ Colin B. Albaugh KAREN L. MORRIS Deputy Chief Counsel JOHN A. MENKE Assistant Chief Counsel COLIN B. ALBAUGH Attorney PENSION BENEFIT GUARANTY CORPORATION Office of the Chief Counsel 1200 K Street, NW, Suite 340 Washington, D.C ext (facsimile albaugh.colin@pbgc.gov and efile@pbgc.gov Attorneys for Pension Benefit Guaranty Corporation 5