Pg 1 of 5 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------x In re : : Chapter 11 WESTINGHOUSE ELECTRIC : COMPANY LLC, et al., : Case No. 17-10751 (MEW) : Debtors. 1 : (Jointly Administered) --------------------------------------------------------x STIPULATION AND ORDER PERMITTING PENSION BENEFIT GUARANTY CORPORATION TO FILE CONSOLIDATED PROOFS OF CLAIM UNDER A SINGLE CASE NUMBER This stipulation, agreement, and proposed order (this Stipulation ) is entered into by and among Westinghouse Electric Company LLC and certain of its affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ), and the Pension Benefit Guaranty Corporation ( PBGC, and, together with the Debtors, the Parties ). The Parties have agreed that PBGC will be permitted to file consolidated proofs of claim (the Proofs of Claim ) which will be deemed to have been filed in each of the Debtors cases identified in such Proofs of Claim, for the reasons and on the terms and conditions set forth below: 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066.
Pg 2 of 5 Recitals A. On March 29, 2017 (the Commencement Date ), the Debtors each commenced with this Court a voluntary case under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ). The Debtors chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered under Chapter 11 Case No. 17-10751 (MEW), pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ). The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these chapter 11 cases. B. On June 28, 2017, the Court entered an order (the Bar Date Order ) fixing, among other things, September 1, 2017 at 5:00 p.m. (Eastern Time) as the deadline for filing proofs of claim against the Debtors (the General Bar Date ). The Bar Date Order and the notice of bar date (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, 29 U.S.C. 1301 1461 ( ERISA ). The Title IV termination insurance program covers the following three pension plans: (i) the Westinghouse Electric Company Pension Plan (the Westinghouse Plan ) (ii) the Westinghouse Pension Plan for Newington Boilermakers (the Newington Plan ); and (iii) the Westinghouse Pension Plan for Windsor Boilermakers (the Windsor Plan, and, collectively with the Westinghouse Plan and Newington Plan, the Pension Plans ).
Pg 3 of 5 D. PBGC asserts that each of the Debtors is either a contributing sponsor of the Pension Plans or a member of the contributing sponsor s controlled group. See 29 U.S.C. 1301(a)(13), (14). E. PBGC has concluded that it may be required to file three separate claims for each of the Pension Plans. These three claims are for: (i) unfunded benefit liabilities to PBGC under 29 U.S.C. 1362(b); (ii) unpaid minimum funding contributions to the Pension Plans required by 26 U.S.C. 412, 430 (and, if the Pension Plans terminate, to PBGC under 29 U.S.C. 1342); and (iii) unpaid premiums owed to PBGC under 29 U.S.C. 1306, 1307. PBGC asserts joint and several liability for these claims against each of the Debtors. See 29 U.S.C. 1301(a)(13), (14). Therefore, compliance with the Bar Date Order may require PBGC to file 90 separate proofs of claims. These multiple claims would impose a significant administrative burden on the Debtors, PBGC, the Court, and Kurtzman Carson Consultants LLC, the Debtors claims and noticing agent. As a result, the Parties have agreed on an approach, as discussed below, which will permit PBGC to file consolidated claims against all Debtors. AGREEMENT 1. Notwithstanding any provision of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules for the Southern District of New York, any order of this Court (including the Bar Date Order), the Bar Date Notice, or any approved proof of claim form that otherwise would require PBGC to file separate proofs of claim against each of the Debtors, it expressly is agreed herein, subject to approval of this Stipulation by the Court, that the filing of consolidated Proofs of Claim by PBGC on its own behalf or on behalf of the Pension Plans in the chapter 11 case of Westinghouse Electric Company LLC, Case No. 17-10751 (MEW) (the Lead
Pg 4 of 5 Case ) on or before the General Bar Date, shall be deemed filed by PBGC in the Lead Case and will be deemed to have been filed in each of the Debtors cases identified in such Proofs of Claim. 2. This Stipulation is intended solely for the purpose of administrative convenience and shall not affect the substantive rights of the Debtors, PBGC, or any other party in interest including, without limitation, the allowance, amount, or priority of PBGC s claims or any objection, defense, offset, or counterclaim with respect thereto. 3. The terms of this Stipulation also shall apply to any amendments that PBGC may make with respect to any timely-filed proof of claim against any of the Debtors. 4. This Stipulation may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A signature transmitted by facsimile or other electronic copy shall be deemed an original signature for purposes of this Stipulation. 5. This Stipulation contains the entire agreement by and among the Parties with respect to the subject matter hereof, and all prior understandings or agreements, if any, are merged into this Stipulation. 6. This Stipulation may be changed, modified or otherwise altered in a writing executed by the Parties to this Stipulation. Oral modifications are not permitted. 7. This Stipulation shall be effective immediately upon approval by the Bankruptcy Court. 8. The Bankruptcy Court shall retain jurisdiction to hear any matters or disputes arising from or relating to this Stipulation.
Pg 5 of 5 9. Nothing herein shall constitute an acknowledgement or finding as to whether the Debtors are liable to PBGC, and all Parties reserve all rights with respect to the Debtors liability to PBGC. SO STIPULATED: August 11, 2017 By: /s/ Robert J. Lemons Gary T. Holtzer Robert J. Lemons Garrett A. Fail WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Attorneys for Debtors and Debtors in Possession By: /s/ Kyle J. Ortiz Albert Togut Kyle J. Ortiz Brian F. Moore TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York 10119 Telephone: (212) 594-5000 Facsimile: (212) 967-4258 August 11, 2017 By: /s/ Damarr M. Butler Judith Starr, General Counsel Charles L. Finke, Deputy General Counsel Lori A. Butler, Assistant General Counsel Damarr M. Butler, Attorney Cameo Salembier, Attorney Mai Lan Rodgers, Attorney PENSION BENEFIT GUARANTY COROPORATION 1200 K Street, N.W. Washington, D.C. 20005 Telephone: (202) 326-4020 ext. 6883 Facsimile: (202) 326-4112 Office of the General Counsel Pension Benefit Guaranty Corporation Attorneys for Debtor Toshiba Nuclear Energy Holdings (UK) Limited SO ORDERED August 22, 2017 /s/ Michael E. Wiles THE HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE