Case 18-12221-KJC Doc 243 Filed 10/25/18 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) ATD CORPORATION, et al., 1 ) Case No. 18-12221 (KJC) ) Debtors. ) (Jointly Administered) ) AMENDED 2 NOTICE OF AGENDA OF MATTERS SCHEDULED FOR OCTOBER 26, 2018, AT 10:00 A.M. (PREVAILING EASTERN TIME), BEFORE THE HONORABLE KEVIN J. CAREY, AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, LOCATED AT 824 NORTH MARKET STREET, 5TH FLOOR, COURTROOM NO. 5, WILMINGTON, DELAWARE 19801 3 PLEASE NOTE: AS NO MATTERS ARE GOING FORWARD, THE COURT HAS CANCELED THIS HEARING. UNCONTESTED MATTERS UNDER CNO/COC: 1. Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Payment of Certain Prepetition and Postpetition Taxes and Fees and (II) Granting Related Relief [Filed 10/4/18] (Docket No. 6) Committee of Unsecured Creditors ( Committee ) to October 23, 2018 at 4:00 p.m. Responses Received: None. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, where applicable, include: ATD Corporation (3683); Accelerate Holdings Corp. (0528); American Tire Distributors Holdings, Inc. (6143); American Tire Distributors, Inc. (4594); Rubbr Automotive Services, LLC (3334); The Hercules Tire & Rubber Company (3365); Terry s Tire Town Holdings, Inc. (7464); Tire Pros Francorp (1361); and Hercules Asia Pacific, LLC (2499). The location of the Debtors service address in these chapter 11 cases is 12200 Herbert Wayne Court, Suite 150, Huntersville, North Carolina 28078. 2 Amended items noted in bold. 3 Any party who wishes to attend telephonically is required to make arrangements through CourtCall by telephone (866-582-6878) or by facsimile (866-533-2946). DOCS_DE:221584.2 04036/001
Case 18-12221-KJC Doc 243 Filed 10/25/18 Page 2 of 10 A. [Signed] Interim Order (I) Authorizing the Payment of Certain Prepetition and Postpetition Taxes and Fees and (II) Granting Related Relief [Filed 10/5/18] (Docket No. 98) B. Certification of No Objection Regarding Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Payment of Certain Prepetition and Postpetition Taxes and Fees and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 221) C. [Signed] Order (Final) (I) Authorizing the Payment of Certain Prepetition and Postpetition Taxes and Fees and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 230) 2. Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to Maintain and Administer Their Existing Customer Programs and Honor Certain Prepetition Obligations Related Thereto and (II) Granting Related Relief [Filed 10/4/18] (Docket No. 7) Responses Received: None. A. [Signed] Interim Order (I) Authorizing the Debtors to Maintain and Administer Their Existing Customer Programs and Honor Certain Prepetition Obligations Related Thereto and (II) Granting Related Relief [Filed 10/5/18] (Docket No. 107) B. Certification of No Objection Regarding Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to Maintain and Administer Their Existing Customer Programs and Honor Certain Prepetition Obligations Related Thereto and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 222) C. [Signed] Order (Final) (I) Authorizing the Debtors to Maintain and Administer Their Existing Customer Programs and Honor Certain Prepetition Obligations Related Thereto and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 231) DOCS_DE:221584.2 04036/001 2
Case 18-12221-KJC Doc 243 Filed 10/25/18 Page 3 of 10 3. Debtors Motion for Entry of an Order (I) Extending Time to File Schedules of Assets and Liabilities, Schedules of Current Income and Expenditures, Schedules of Executory Contracts, and Unexpired Leases, Statements of Financial Affairs, and Rule 2015.3 Financial Reports and (II) Granting Related Relief [Filed 10/4/18] (Docket No. 9) Responses Received: Informal comments from the Committee. A. Certification of Counsel Regarding Debtors Motion for Entry of an Order (I) Extending Time to File Schedules of Assets and Liabilities, Schedules of Current Income and Expenditures, Schedules of Executory Contracts, and Unexpired Leases, Statements of Financial Affairs, and Rule 2015.3 Financial Reports and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 224) B. [Signed] Order (I) Extending Time to File Schedules of Assets and Liabilities, Schedules of Current Income and Expenditures, Schedules of Executory Contracts, and Unexpired Leases, Statements of Financial Affairs, and Rule 2015.3 Financial Reports and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 232) 4. Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Continue to Operate Their Cash Management System, (B) Honor Certain Prepetition Obligations Related Thereto, (C) Maintain Existing Business Forms, and (D) Perform Intercompany Transactions, and (II) Granting Related Relief [Filed 10/4/18] (Docket No. 11) Responses Received: Informal comments received from the Committee and JP Morgan Chase Bank. A. [Signed] Interim Order (I) Authorizing the Debtors to (A) Continue to Operate Their Cash Management System, (B) Honor Certain Prepetition Obligations Related Thereto, (C) Maintain Existing Business Forms, and (D) Perform Intercompany Transactions, and (II) Granting Related Relief [Filed 10/15/18] (Docket No. 101) DOCS_DE:221584.2 04036/001 3
Case 18-12221-KJC Doc 243 Filed 10/25/18 Page 4 of 10 B. Certification of Counsel Regarding Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Continue to Operate Their Cash Management System, (B) Honor Certain Prepetition Obligations Related Thereto, (C) Maintain Existing Business Forms, and (D) Perform Intercompany Transactions, and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 225) C. [Signed] Order (Final) (I) Authorizing the Debtors to (A) Continue to Operate Their Cash Management System, (B) Honor Certain Prepetition Obligations Related Thereto, (C) Maintain Existing Business Forms, and (D) Perform Intercompany Transactions, and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 233) 5. Debtors Motion for Entry of Interim and Final Orders (I) Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock, and (II) Granting Related Relief [Filed 10/4/18] (Docket No. 12) Responses Received: None. A. [Signed] Interim Order (I) Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock, and (II) Granting Related Relief [Filed 10/5/18] (Docket No. 108) B. Certification of No Objection Regarding Debtors Motion for Entry of Interim and Final Orders (I) Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock, and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 223) C. [Signed] Order (Final) (I) Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock, and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 234) DOCS_DE:221584.2 04036/001 4
Case 18-12221-KJC Doc 243 Filed 10/25/18 Page 5 of 10 6. Debtors Motion for Entry of Interim and Final Orders (I) Authorizing Debtors to Pay Certain Prepetition Claims of Critical Vendors and (II) Granting Related Relief [Filed 10/4/18] (Docket No. 13) Responses Received: Informal comments from the Committee. A. Declaration of James A. Mesterharm of AlixPartners, LLP, in Support of Debtors Motions for Entry of Interim and Final Orders (I) Authorizing Debtors to Pay Certain Prepetition Claims of Critical Vendors, (II) Authorizing Debtors to Pay Prepetition Claims of Certain Foreign Vendors, Lien Claimants, and 503(b)(9) Claimants, and (III) Granting Related Relief [Filed 10/4/18] (Docket No. 19) B. [Signed] Interim Order (I) Authorizing Debtors to Pay Prepetition Claims of Critical Vendors, and (II) Granting Related Relief [Filed 10/5/18] (Docket No. 102) C. Certification of Counsel Regarding Debtors Motion for Entry of Interim and Final Orders (I) Authorizing Debtors to Pay Certain Prepetition Claims of Critical Vendors and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 227) D. [Signed] Order (Final) (I) Authorizing Debtors to Pay Certain Prepetition Claims of Critical Vendors and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 235) 7. Debtors Motion for Entry of Interim and Final Orders (I) Authorizing Debtors to Pay Prepetition Claims of Certain Foreign Vendors, Lien Claimants, and 503(b)(9) Claimants, and (II) Granting Related Relief [Filed 10/4/18] (Docket No. 14) Responses Received: Informal comments from the Committee. A. Declaration of James A. Mesterharm of AlixPartners, LLP, in Support of Debtors Motions for Entry of Interim and Final Orders (I) Authorizing Debtors to Pay Certain Prepetition Claims of Critical Vendors, (II) Authorizing Debtors to Pay Prepetition Claims of Certain Foreign Vendors, DOCS_DE:221584.2 04036/001 5
Case 18-12221-KJC Doc 243 Filed 10/25/18 Page 6 of 10 Lien Claimants, and 503(b)(9) Claimants, and (III) Granting Related Relief [Filed 10/4/18] (Docket No. 19) B. [Signed] Interim Order (I) Authorizing Debtors to Pay Prepetition Claims of Certain Foreign Vendors, Lien Claimants, and 503(b)(9) Claimants, and (II) Granting Related Relief [Filed 10/5/18] (Docket No. 103) C. Certification of Counsel Regarding Debtors Motion for Entry of Interim and Final Orders (I) Authorizing Debtors to Pay Prepetition Claims of Certain Foreign Vendors, Lien Claimants, and 503(b)(9) Claimants, and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 226) D. [Signed] Order (Final) (I) Authorizing Debtors to Pay Prepetition Claims of Certain Foreign Vendors, Lien Claimants, and 503(b)(9) Claimants, and (II) Granting Related Relief [Filed 10/24/18] (Docket No. 236) MATTERS GOING FORWARD: 8. Debtors Motion for Entry of Interim and Final Orders (I) Approving the Debtors Proposed Adequate Assurance of Payment for Future Utility Services, (II) Prohibiting Utility Companies from Altering, Refusing, or Discontinuing Services, (III) Approving the Debtors Proposed Procedures for Resolving Adequate Assurance Requests, and (IV) Granting Related Relief [Filed 10/4/18] (Docket No. 8) Responses Received: A. Objection of Certain Utility Companies to the Debtors' Motion for Entry of Interim and Final Orders (I) Approving the Debtors' Proposed Adequate Assurance of Payment for Future Utility Services, (II) Prohibiting Utility Companies from Altering, Refusing, or Discontinuing Services, (III) Approving the Debtors' Proposed Procedures for Resolving Adequate Assurance Requests, and (IV) Granting Related Relief Filed by Virginia Electric and Power Company d/b/a Dominion Energy Virginia, PECO Energy Company, Georgia Power Company, Baltimore Gas And Electric Company, Arizona Public Service Company, American Electric Power [Filed 10/19/18] (Docket No. 186) B. Informal comments from Bank of America DOCS_DE:221584.2 04036/001 6
Case 18-12221-KJC Doc 243 Filed 10/25/18 Page 7 of 10 A. [Signed] Interim Order (I) Approving the Debtors Proposed Adequate Assurance of Payment for Future Utility Services, (II) Prohibiting Utility Companies from Altering, Refusing, or Discontinuing Services, (III) Approving the Debtors Proposed Procedures for Resolving Adequate Assurance Requests, and (IV) Granting Related Relief [Filed 10/5/18] (Docket No. 99) B. Notice of Withdrawal of Objection of Certain Utility Companies To the Debtors Motion For Entry of Interim and Final Orders (I) Approving the Debtors Proposed Adequate Assurance of Payment For Future Utility Services, (II) Prohibiting Utility Companies From Altering, Refusing, or Discontinuing Services, (III) Approving the Debtors Proposed Procedures For Resolving Adequate Assurance Requests, and (IV) Granting Related Relief [Filed 10/24/18] (Docket No. 229) C. Certification of Counsel Regarding Debtors Motion for Entry of Interim and Final Orders (I) Approving the Debtors Proposed Adequate Assurance of Payment for Future Utility Services, (II) Prohibiting Utility Companies from Altering, Refusing, or Discontinuing Services, (III) Approving the Debtors Proposed Procedures for Resolving Adequate Assurance Requests, and (IV) Granting Related Relief [Filed 10/24/18] (Docket No. 238) Status: The objection of Certain Utility Companies has been withdrawn. A final form of order has been filed under certification of counsel and counsel requests entry of the order at the Court s convenience. 9. Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Pay Prepetition Wages, Salaries, Other Compensation, and Reimbursable Expenses and (B) Continue Employee Benefits Programs, and (II) Granting Related Relief [Filed 10/4/18] (Docket No. 10) Responses Received: Informal comments from the U.S. Trustee. A. [Signed] Interim Order (I) Authorizing the Debtors to (A) Pay Prepetition Wages, Salaries, Other Compensation, and Reimbursable Expenses and (B) Continue Employee Benefits Programs, and (II) Granting Related Relief [Filed 10/5/18] (Docket No. 100) DOCS_DE:221584.2 04036/001 7
Case 18-12221-KJC Doc 243 Filed 10/25/18 Page 8 of 10 B. Supplemental Declaration of William Williams in Support of Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Pay Prepetition Wages, Salaries, Other Compensation, and Reimbursable Expenses and (B) Continue Employee Benefits Programs, and (II) Granting Related Relief [Filed 10/25/18] (Docket No. 240) C. Certification of Counsel Regarding Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Pay Prepetition Wages, Salaries, Other Compensation, and Reimbursable Expenses and (B) Continue Employee Benefits Programs, and (II) Granting Related Relief [Filed 10/25/18] (Docket No. 241) Status: A supplemental declaration has been filed which resolves the U.S. Trustee s comments. A final form of order has been filed under certification of counsel and counsel requests entry of the order at the Court s convenience. 10. Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Utilize Cash Collateral, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Granting Adequate Protection, (IV) Modifying the Automatic Stay, (V) Scheduling a Final Hearing, and (VI) Granting Related Relief [Filed 10/4/18] (Docket No. 15) Committee of Unsecured Creditors to October 24, 2018 at 4:00 p.m. Responses Received: Informal comments from the Committee, Bank of America, the Consenting Term Lenders, and the Consenting Noteholders. A. Declaration of James A. Mesterharm in Support of Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Utilize Cash Collateral, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Granting Adequate Protection, (IV) Modifying the Automatic Stay, (V) Scheduling a Final Hearing, and (VI) Granting Related Relief [Filed 10/4/18] (Docket No. 21) B. Declaration of Adam B. Keil in Support of the Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Utilize Cash Collateral, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Granting Adequate Protection, (IV) Modifying the Automatic Stay, (V) Scheduling a Final Hearing, and (VI) Granting Related Relief [Filed 10/4/18] (Docket No. 20) DOCS_DE:221584.2 04036/001 8
Case 18-12221-KJC Doc 243 Filed 10/25/18 Page 9 of 10 C. Notice of Filing of Supplemental Exhibit to Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Utilize Cash Collateral, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Granting Adequate Protection, (IV) Modifying the Automatic Stay, (V) Scheduling a Final Hearing, and (VI) Granting Related Relief [FILED UNDER SEAL, 10/4/18] (Docket No. 17) D. [Signed] Interim Order (I) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Utilize Cash Collateral, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Granting Adequate Protection, (IV) Modifying the Automatic Stay, (V) Scheduling a Final Hearing, and (V) Granting Related Relief [Filed 10/5/18] (Docket No. 109) E. [Signed] Order Authorizing Debtors to File Under Seal the Fee Letters Related to the DIP Facility [Filed 10/9/18] (Docket No. 136) F. Certification of Counsel Regarding Debtors' Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Utilize Cash Collateral, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Granting Adequate Protection, (IV) Modifying the Automatic Stay, (V) Scheduling a Final Hearing, and (VI) Granting Related Relief [Filed 10/25/18] (Docket No. 239) Status: A final form of order has been filed under certification of counsel and counsel requests entry of the order at the Court s convenience. [Remainder of Page Intentionally Left Blank] DOCS_DE:221584.2 04036/001 9
Case 18-12221-KJC Doc 243 Filed 10/25/18 Page 10 of 10 Dated: October 25, 2018 /s/ Joseph M. Mulvihill Wilmington, Delaware Laura Davis Jones (DE Bar No. 2436) Timothy P. Cairns (DE Bar No. 4228) Joseph M. Mulvihill (DE Bar No. 6061) PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com tcairns@pszjlaw.com jmulvihill@pszjlaw.com - and - James H.M. Sprayregen, P.C. Anup Sathy, P.C. (admitted pro hac vice) Chad J. Husnick, P.C. (admitted pro hac vice) Spencer Winters (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: james.sprayregen@kirkland.com anup.sathy@kirkland.com chad.husnick@kirkland.com spencer.winters@kirkland.com Proposed Counsel to the Debtors and Debtors in Possession DOCS_DE:221584.2 04036/001 10