17-10751-mew Doc 3018 Filed 04/02/18 Entered 04/02/18 17:13:58 Main Document Pg 1 of 5 MILES & STOCKBRIDGE P.C. Objections due: April 4, 2018 Joel L. Perrell Jr., Esq. Kristen S. Eustis, Esq. 100 Light Street Baltimore, Maryland 21202 Tel: (410 727-6464 Fax: (410 385-3700 jperrell@milesstockbridge.com keustis@milesstockbridge.com Attorneys for GSE Power Systems Inc. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: WESTINGHOUSE ELECTRIC COMPANY LLC, et al., Debtors. Chapter 11 Case.: 17-10751 (MEW (Jointly Administered OBJECTION OF GSE POWER SYSTEMS INC. TO PROPOSED CURE AMOUNT GSE Power Systems Inc. ( GSE hereby objects to the cure amount set forth in the Third Supplemental tice Regarding (I Executory Contracts and Unexpired Leases, (II Proposed Cure Obligations, and (III Related Procedures (the Cure tice (Doc.. 2956 and states as follows: INTRODUCTION Through the Cure tice, the Debtors sought to establish the cure amount for potentially assuming and assigning the following contract with GSE: Line Number 5716, AP Contract ID 9509, PO Number 4500356804, with the description of Release Preliminary Design (the PO. The proposed cure costs are listed at 0.00. Although GSE does not generally oppose assumption and assignment of the PO, it objects to such assumption and assignment to the extent
17-10751-mew Doc 3018 Filed 04/02/18 Entered 04/02/18 17:13:58 Main Document Pg 2 of 5 that the proposed cure amounts fail to satisfy all existing defaults under the PO in accordance with 11 U.S.C. 365(b. BACKGROUND 1. On March 29, 2017 (the Petition Date, Westinghouse Electric Company, LLC ( Debtor along with certain subsidiaries and affiliated entities filed voluntary bankruptcy petitions under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code. The Debtors cases are jointly administered at Case. 17-10751-MEW. 2. Prior to the Petition Date, the Debtor owed certain amounts to GSE pursuant to the PO. 3. GSE filed a Proof of Claim with KCC, LLC (the Claims Agent demonstrating the amount owed under the PO. A true and correct copy of the Proof of Claim, as filed, is attached hereto as Exhibit A. 4. On or about March 21, 2018, the Debtor filed the Cure tice. 5. The Cure tice included the PO with a proposed cure amount of 0.00. 6. Pursuant to the Proof of Claim, as of the Petition Date, the Debtor owed GSE 59,000 in connection with the PO. LIMITED OBJECTION 7. Section 365(b of the Bankruptcy Code requires a debtor to cure any defaults under an executory contract at the time assumption and assignment thereof. The Debtor has identified the PO as an executory contract that may be assumed as part of their Chapter 11 plan or asset sale. Accordingly all defaults must be cured. 8. GSE does not oppose the assumption and assignment of the PO provided that it receives the proper cure required by 11 U.S.C. 365.
17-10751-mew Doc 3018 Filed 04/02/18 Entered 04/02/18 17:13:58 Main Document Pg 3 of 5 9. Pursuant to the Proof of Claim filed by GSE in connection with this PO, the amounts listed in the Cure tice are insufficient to cure the amounts owed to GSE in order to assume and/or assume and assign the PO. 10. Unless and until the Debtors cure the balance owed to GSE in full, the Debtors cannot assume and assign the PO. 11. GSE reserves the right to amend the cure amount demanded, and to the extent that the PO is rejected, reserves the right to amend its proof of claim to assert any rejection damages it may be entitled to. 12. GSE intends to work with the Debtors to reach an agreement as to the amounts necessary to fully cure the Accounts. WHEREFORE, GSE respectfully requests that this Court enter an Order: (i conditioning any assumption and assignment of the PO upon the payment of the cure amount described herein; and (ii granting such other and further relief as this Court deems equitable and proper. Dated: April 2, 2018 Baltimore, Maryland Respectfully submitted, /s/ Kristen S. Eustis Joel L. Perrell, Jr., Esquire Kristen Siracusa Eustis, Esquire MILES & STOCKBRIDGE P.C. 100 Light Street, 10 th Floor Baltimore, MD 21202 (410 385-3762 (Phone (410 698-1343 (Fax jperrell@milesstockbridge.com (Email keustis@milesstockbridge.com (Email Counsel to GSE Power Systems Inc.
17-10751-mew Doc 3018 Filed 04/02/18 Entered 04/02/18 17:13:58 Main Document Pg 4 of 5 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: WESTINGHOUSE ELECTRIC COMPANY LLC, et al., Debtors. Chapter 11 Case.: 17-10751 (MEW (Jointly Administered CERTIFICATE OF SERVICE I certify that I served or caused to be served a copy of the Objection of GSE Power Systems Inc. to the Proposed Cure Amounts set forth in the Third Supplemental tice Regarding (I Executory Contracts and Unexpired Leases, (II Proposed Cure Obligations, and (III Related Procedures (Doc.. 2919 on each of the persons and parties in interest requesting electronic notification by way of the Court s CM/ECF System and upon the following parties at the addresses shown below by United States Mail, First Class, on April 2, 2018: Westinghouse Electric Company LLC, Attn: Michael T. Sweeney 1000 Westinghouse Drive, Cranberry Township, PA 16066 Togut, Segal & Segal LLP Attn: Kyle J. Ortiz, Albert Togut, Patrick Marecki, and Charles Persons One Penn Plaza, Suite 3335 New York, NY 10119 kortiz@teamtogut.com altogut@teamtogut.com Garrett A. Fail, Esquire Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Email: garrett.fail@weil.com Email: david.griffiths@weil.com Email: gary.holtzer@weil.com Email: robert.lemons@weil.com Paul Schwartzberg, Esquire Office of the United States Trustee U.S. Federal Office Building 201 Varick Street, Room 1006 New York, NY 10014
17-10751-mew Doc 3018 Filed 04/02/18 Entered 04/02/18 17:13:58 Main Document Pg 5 of 5 Skadden, Arps, Slate, Meagher & Flom LLP, Attn: Van C. Durrer II and Annie Z. Li 300 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 Milbank, Tweed, Hadley & McCloy LLP, Attn: Paul Aronzon and Thomas R. Kreller 2029 Century Park East, 33rd Floor Los Angeles, CA 90067 Email: tkreller@milbank.com Proskauer Rose LLP Attn: Martin J. Bienenstock, Timothy Q. Karcher, and Vincent Indelicato Eleven Times Square New York, NY 10036 Email: mbienenstock@proskauer.com Email: vindelicato@proskauer.com Paul, Weiss, Rifkind, Wharton & Garrison LLP Attn: Jeffrey D. Saferstein 1285 Avenue of the Americas New York, NY 10019-6064 Email: jsaferstein@paulweiss.com Shearman & Sterling LLP Attn: Fredric Sosnick and Ned S. Schodek 599 Lexington Avenue New York, NY 10022 Email: fsosnick@shearman.com Willkie Farr & Gallagher LLP Attn: Matthew Feldman and John Longmire 787 Seventh Avenue New York, NY 10119 Email: maosbny@willkie.com Paul, Weiss, Rifkind, Wharton & Garrison LLP Attn: Alan Kornberg and Kyle Kimpler 1285 Avenue of the Americas New York, NY 10019 Email: kkimpler@paulweiss.com Chambers of the Honorable Michael E. Wiles United States Bankruptcy Court Southern District of New York One Bowling Green New York, NY 10004-1408 Dated: April 2, 2018 Baltimore, Maryland /s/ Kristen S. Eustis Joel L. Perrell, Jr., Esquire Kristen Siracusa Eustis, Esquire MILES & STOCKBRIDGE P.C. 100 Light Street, 10 th Floor Baltimore, MD 21202 (410 385-3762 (Phone (410 698-1343 (Fax jperrell@milesstockbridge.com (Email keustis@milesstockbridge.com (Email Counsel to GSE Power Systems Inc.
17-10751-mew Doc 3018-1 Filed 04/02/18 Entered 04/02/18 17:13:58 Exhibit A Pg 1 of 6 Exhibit A
17-10751-mew Doc 3018-1 Filed 04/02/18 Entered 04/02/18 17:13:58 Exhibit A Pg 2 of 6 Fill in this information to identify the case: Debtor Westinghouse Electric Company LLC United States Bankruptcy Court for the: Case number 17-10751 Southern District of New York (State Official Form 410 Proof of Claim 04/16 Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to make a request for payment of an administrative expense. Make such a request according to 11 U.S.C. 503. Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies or any documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments, mortgages, and security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment. A person who files a fraudulent claim could be fined up to 500,000, imprisoned for up to 5 years, or both. 18 U.S.C. 152, 157, and 3571. Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309 that you received. Part 1: Identify the Claim 1. Who is the current creditor? GSE Performance Solutions, Inc. Name of the current creditor (the person or entity to be paid for this claim Other names the creditor used with the debtor 2. Has this claim been acquired from someone else? Yes. From whom? 3. Where should notices and payments to the creditor be sent? Federal Rule of Bankruptcy Procedure (FRBP 2002(g Where should notices to the creditor be sent? See summary page Name Number Street City State ZIP Code Where should payments to the creditor be sent? (if different GSE Performance Solutions, Inc. 1332 Londontown Blvd, Suite 200 Name Sykesville, Maryland 21784, USA Number Street City State ZIP Code Contact phone Contact email ksiracusa@milesstockbridge.com Contact phone Contact email emmett.pepe@gses.com Uniform claim identifier for electronic payments in chapter 13 (if you use one: 4. Does this claim amend one already filed? Yes. Claim number on court claims registry (if known Filed on MM / DD / YYYY 5. Do you know if anyone else has filed a proof of claim for this claim? Yes. Who made the earlier filing? Official Form 410 Proof of Claim page 1
Part 2: 17-10751-mew Doc 3018-1 Filed 04/02/18 Entered 04/02/18 17:13:58 Exhibit A Pg 3 of 6 Give Information About the Claim as of the Date the Case Was Filed 6. Do you have any number you use to identify the debtor? Yes. Last 4 digits of the debtor s account or any number you use to identify the debtor: 1079 7. How much is the claim? 59,000.00. Does this amount include interest or other charges? Yes. Attach statement itemizing interest, fees, expenses, or other charges required by Bankruptcy Rule 3001(c(2(A. 8. What is the basis of the claim? Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card. Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c. Limit disclosing information that is entitled to privacy, such as health care information. Service Performed Project WEC-018 9. Is all or part of the claim secured? Yes. The claim is secured by a lien on property. Nature or property: Real estate: If the claim is secured by the debtor s principle residence, file a Mortgage Proof of Claim Attachment (Official Form 410-A with this Proof of Claim. Motor vehicle Other. Describe: Basis for perfection: Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for example, a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has been filed or recorded. Value of property: Amount of the claim that is secured: Amount of the claim that is unsecured: (The sum of the secured and unsecured amount should match the amount in line 7. Amount necessary to cure any default as of the date of the petition: Annual Interest Rate (when case was filed % Fixed Variable 10. Is this claim based on a lease? Yes. Amount necessary to cure any default as of the date of the petition. 11. Is this claim subject to a right of setoff? Yes. Identify the property: Official Form 410 Proof of Claim page 2
17-10751-mew Doc 3018-1 Filed 04/02/18 Entered 04/02/18 17:13:58 Exhibit A Pg 4 of 6 12. Is all or part of the claim entitled to priority under 11 U.S.C. 507(a? A claim may be partly priority and partly nonpriority. For example, in some categories, the law limits the amount entitled to priority. Yes. Check all that apply: Domestic support obligations (including alimony and child support under 11 U.S.C. 507(a(1(A or (a(1(b. Up to 2,850* of deposits toward purchase, lease, or rental of property or services for personal, family, or household use. 11 U.S.C. 507(a(7. Wages, salaries, or commissions (up to 12,850* earned within 180 days before the bankruptcy petition is filed or the debtor s business ends, whichever is earlier. 11 U.S.C. 507(a(4. Amount entitled to priority Taxes or penalties owed to governmental units. 11 U.S.C. 507(a(8. Contributions to an employee benefit plan. 11 U.S.C. 507(a(5. Other. Specify subsection of 11 U.S.C. 507(a( that applies. 13. Is all or part of the claim pursuant to 11 U.S.C. 503(b(9? * Amounts are subject to adjustment on 4/01/19 and every 3 years after that for cases begun on or after the date of adjustment. Yes. Indicate the amount of your claim arising from the value of any goods received by the debtor within 20 days before the date of commencement of the above case, in which the goods have been sold to the Debtor in the ordinary course of such Debtor s business. Attach documentation supporting such claim. Part 3: Sign Below The person completing this proof of claim must sign and date it. FRBP 9011(b. If you file this claim electronically, FRBP 5005(a(2 authorizes courts to establish local rules specifying what a signature is. A person who files a fraudulent claim could be fined up to 500,000, imprisoned for up to 5 years, or both. 18 U.S.C. 152, 157, and 3571. Check the appropriate box: I am the creditor. I am the creditor s attorney or authorized agent. I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004. I am a guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005. I understand that an authorized signature on this Proof of Claim serves as an acknowledgement that when calculating the amount of the claim, the creditor gave the debtor credit for any payments received toward the debt. I have examined the information in this Proof of Claim and have reasonable belief that the information is true and correct. I declare under penalty of perjury that the foregoing is true and correct. Executed on date 09/01/2017 MM / DD / YYYY /s/emmett Pepe Signature Print the name of the person who is completing and signing this claim: Name Emmett Pepe First name Middle name Last name Title Company Address CFO GSE Systems, Inc. Identify the corporate servicer as the company if the authorized agent is a servicer. 1332 Londontown Blvd, Suite 200, Sykesville, Maryland, 21784, USA Number Street City State ZIP Code Contact phone Email Official Form 410 Proof of Claim page 3
17-10751-mew Doc 3018-1 Filed 04/02/18 Entered 04/02/18 17:13:58 Exhibit A Pg 5 of 6 Debtor: 17-10751 - Westinghouse Electric Company LLC District: Southern District of New York, New York Division Creditor: GSE Performance Solutions, Inc. Kristen Siracusa - Miles and Stockbridge 100 Light St Baltimore, Maryland, 21202 USA Phone: Phone 2: Fax: Has Supporting Documentation: Yes, supporting documentation successfully uploaded Related Document Statement: Has Related Claim: Related Claim Filed By: Filing Party: Authorized agent Email: ksiracusa@milesstockbridge.com Disbursement/tice Parties: GSE Performance Solutions, Inc. 1332 Londontown Blvd, Suite 200 Sykesville, Maryland, 21784 USA Phone: Phone 2: Fax: E-mail: emmett.pepe@gses.com DISBURSEMENT ADDRESS Other Names Used with Debtor: Basis of Claim: Service Performed Project WEC-018 Total Amount of Claim: 59,000.00 Has Priority Claim: Has Secured Claim: Amount of 503(b(9: Based on Lease: Subject to Right of Setoff: Submitted By: Emmett Pepe on 01-Sep-2017 11:34:16 a.m. Pacific Time Title: CFO Company: GSE Systems, Inc. Amends Claim: Acquired Claim: Last 4 Digits: Uniform Claim Identifier: Yes - 1079 Includes Interest or Charges: Priority Under: Nature of Secured Amount: Value of Property: Annual Interest Rate: Arrearage Amount: Basis for Perfection: Amount Unsecured:
17-10751-mew Doc 3018-1 Filed 04/02/18 Entered 04/02/18 17:13:58 Exhibit A Pg 6 of 6 Optional Signature Address: Emmett Pepe 1332 Londontown Blvd, Suite 200 Sykesville, Maryland, 21784 USA Telephone Number: Email: