Case KJC Doc 25 Filed 11/22/17 Page 1 of 13 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) )

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1 Case KJC Doc 25 Filed 11/22/17 Page 1 of 13 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ABENGOA CONCESSIONS INVESTMENTS LIMITED, 1 Debtor in a Foreign Proceeding. Chapter 15 Case No (KJC Obj. Deadline: December 22, 2017 at 4:00 p.m. Hearing Date: January 16, 2018 at 10:30 a.m. FINAL REPORT AND MOTION FOR AN ORDER AND FINAL DECREE CLOSING CHAPTER 15 CASE Abengoa Concessions Investments Limited ( ACIL or the Foreign Debtor, in its capacity as its duly authorized foreign representative (the Foreign Representative with respect to a foreign proceeding (the UK Proceeding, which ACIL initiated in the High Court of Justice, Chancery Division, No. CR (the UK Court, by and through its undersigned counsel, respectfully submits this Final Report and Motion for an Order and Final Decree Closing Chapter 15 Case (the Final Report and Motion, seeking entry of an order closing this chapter 15 case. In support of this Final Report and Motion, the Foreign Representative respectfully represents as follows: PRELIMINARY STATEMENT ACIL commenced the UK Proceeding by initiating a voluntary proceeding (a Company Voluntary Arrangement under Part I of the Insolvency Act 1986 in order to effectuate a binding composition in satisfaction of its debts or a scheme of arrangement of its affairs with its unsecured creditors (the CVA. The UK Proceeding was initiated as part of a global restructuring of ACIL s parent company Abengoa, S.A. and its affiliates across the globe (the Abengoa Group in order to implement the relevant terms of the Master Restructuring Agreement (the MRA with 1 The last four digits of the Foreign Debtor s Registered Number are The Foreign Debtor s registered office address is St. Martin s House, 1 Lyric Square, London, England W6 0NB.

2 Case KJC Doc 25 Filed 11/22/17 Page 2 of 13 respect to ACIL and to impose its terms on certain of ACIL s creditors. ACIL commenced the above-captioned chapter 15 case in the United States by filing a petition for recognition of the UK Proceeding as a foreign main proceeding under chapter 15 of title 11 of the United States Code (the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court. On December 8, 2016, the Bankruptcy Court granted recognition of the UK Proceeding as a foreign main proceeding. The CVA has been fully implemented and is deemed completed as of May 8, Accordingly, ACIL s estate has been fully administered, and ACIL no longer requires assistance from this Bankruptcy Court in aid of the UK Proceeding. Therefore, ACIL files this final report in accordance with Rule 5009 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules and seeks to close this chapter 15 case. JURISDICTION AND VENUE 1. The Bankruptcy Court has jurisdiction over this case under sections 1334 and 157 of title 28 of the United States Code and the Amended Standing Order of Reference of the United States District Court for the District of Delaware, dated February 29, The Foreign Representative has properly commenced this chapter 15 case under sections 1504 and 1515 of the Bankruptcy Code. This is a core proceeding under section 157(b(2(P of title 28 of the United States Code. 3. Venue for this case is proper in this Bankruptcy Court under sections 1410(1 and 1410(3 of title 28 of the United States Code because the principal assets of the Foreign Debtor in the United States are located in this judicial district. Additionally, venue in this district is consistent with the interests of justice and the convenience of the parties, having regard to the relief sought by the Foreign Representative. 4. The statutory bases for the relief requested in this Final Report and Motion are sections 350 and 1517 of the Bankruptcy Code, Bankruptcy Rule 5009(c, and Rule of 2

3 Case KJC Doc 25 Filed 11/22/17 Page 3 of 13 the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules. FINAL REPORT UNDER BANKRUPTCY RULE 5009(C A. ACIL and the Global Restructuring 5. ACIL, a member of the Abengoa Group, is an investment holding company with a center of main interests in England and Wales, United Kingdom. At the time of the commencement of this chapter 15 case, ACIL s assets consisted of (a a 41.47% ownership interest in Atlantica Yield PLC, the book value of which as of September 30, 2016 was approximately $816 million; (b intercompany receivables with a book value of $333 million; (c cash on hand in the amount of $54,000; (d interest in a $250,000 retainer held by DLA Piper LLP (US in Delaware; and (e rights under various loan documents governed by U.S. law, English law, or Spanish law. ACIL s liabilities, which included contingent liabilities, exceeded its assets and consisted of (a secured claims totaling $653 million (which represented the nominal, not book value, of principal and interest as of September 30, 2016; (b unsecured claims totaling $108 million; and (c the claims of the Guarantee Creditors 2 in the aggregate amount of $6 billion. 6. Starting in 2015, the Abengoa Group has undertaken the Global Restructuring, in which members of the Abengoa Group have initiated proceedings in Spain, the United States, Brazil, Peru, and the United Kingdom. The proceedings in Spain commenced on November 25, 2015, when Abengoa, S.A. and its twenty-four subsidiaries filed a communication with Commercial Court No. 2 in Seville, Spain (the Spanish Court for protection under article 5 bis under the Spanish Insolvency Law. On December 14, 2015, the Spanish Court issued an 2 Capitalized terms not otherwise defined in this Final Report and Motion have the meanings given to them in the Declaration of R. Craig Martin Regarding Determination of Foreign Law D.I. 6 (the Martin Declaration. 3

4 Case KJC Doc 25 Filed 11/22/17 Page 4 of 13 order admitting the notice and granted protection provided for under article 5 bis of the Spanish Insolvency Law. Thereafter, numerous other companies within the Abengoa Group (collectively, the 5 bis Companies also sought protection under article 5 bis of the Spanish Insolvency Law, and the Spanish Court issued additional decrees accepting those filings and approving the article 5 bis relief to all of the 5 bis Companies. On March 29, 2016, the 5 bis Companies filed voluntary petitions under chapter 15 of the Bankruptcy Code in the Bankruptcy Court. On March 29, April 6, April 7, and June 12, 2016, certain companies within the Abengoa Group (the Chapter 11 Debtors commenced chapter 11 cases in the Bankruptcy Court by filing voluntary petitions for relief under chapter 11. The Chapter 11 Debtors proposed the Modified First Amended Plans of Reorganization and Liquidation (the Chapter 11 Plan that sought to implement certain components of the Global Restructuring. The Chapter 11 Plan was confirmed by an order of the Bankruptcy Court on December 15, 2016, and became effective on March 31, B. The UK Proceeding and the CVA 7. As described in greater detail in the Verified Petition Under Chapter 15 for Order and Final Decree Granting Recognition of Foreign Main Proceedings and Permanent Injunctive and Other Related Relief [D.I. 2] (the Verified Petition, ACIL commenced the CVA on November 9, 2016, by delivery of a Proposal for a Company Voluntary Arrangement Under Part 1 of the Insolvency Act 1986, including ACIL s statement of affairs as of September 30, 2016, (the CVA Proposal 3 to the insolvency practitioners appointed to act as nominees in regard to the CVA (the Nominees. Also on November 9, 2016, the Nominees filed a report with respect to the CVA and the CVA Proposal with the UK Court. 3 The CVA Proposal is attached as Exhibit 3 to the Martin Declaration. 4

5 Case KJC Doc 25 Filed 11/22/17 Page 5 of 13 The UK Proceeding was initiated as part of the Global Restructuring to effectuate the relevant terms of the MRA 4 with respect to ACIL and to impose the Standard Restructuring Terms on ACIL s Guarantee Creditors that did not accede to the MRA. 8. The MRA was executed in Spain by Abengoa, S.A., certain of its subsidiaries, as Original Obligors, the Original Participating Creditors, the Original Intragroup Creditors, the Restructuring Agent, and the Information Agent on September 24, ACIL executed the MRA as an Obligor on October 6, While the primary focus of the MRA was to provide for a contractual resolution of the Spanish Obligors obligations owing to Existing Creditors, due to the complexity of the Abengoa Group s debt perimeter, certain Non-Spanish Debt to be Restructured was subjected to Non-Spanish Compromise Proceedings, such as the ACIL CVA. 9. The MRA addressed Existing Financial Indebtedness comprised of Non-Affected Debt, which is generally debt that is secured, Affected Debt, and Non-Spanish Debt to be Restructured. The Affected Debt consisted of Non-Compromised Debt, mostly emergency financing that was borrowed or guaranteed by ACIL and provided to the Abengoa Group during its financial distress, and Compromised Debt. The Compromised Debt consisted of intragroup debt owed by some Obligors to the Intragroup Creditors, bonds, Existing Bonding Facilities, other guarantees, corporate financing, non-recourse debt in progress, payments by banks, reverse factoring, derivatives which were closed-out as of the Signing Date of the MRA, and any guarantees given by the Spanish Obligors in respect of the non-closed out derivatives as of the Signing Date. Non-Spanish Debt to be Restructured was Existing Financial Indebtedness owed by Non-Spanish Obligors as debtors and guarantors, and holders of this debt could consent to the 4 Capitalized but not defined terms that are used in this discussion of the MRA have the meaning given to them in the MRA, attached as an Exhibit to D.I. 577 in In re Abeinsa Holding Inc., Case No (Bankr. D. Del. Mar. 29, This is a summary of the MRA, and the terms of the MRA shall govern over this summary in all respects. 5

6 Case KJC Doc 25 Filed 11/22/17 Page 6 of 13 MRA, agreeing to have their debt restructured under the Alternative Restructuring Terms or the Standard Restructuring Terms. In general terms, the MRA provided that the Standard Restructuring Terms would result in a 97% write-off of all Affected Debt and Non-Spanish Debt to be Restructured as of the Restructuring Completion Date, unless otherwise provided in the MRA. The Alternative Restructuring Terms were offered to all of the Existing Creditors except for the Intragroup Creditors and their implementation was optional for each Existing Creditor as an alternative to the Standard Restructuring Terms. As such, each Existing Creditor that would like to receive the Alternative Restructuring Terms needed to accede to the MRA and expressly elect to restructure its Affected Debt and its Non-Spanish Debt to be Restructured in accordance with the Alternative Restructuring Terms. 10. The CVA was conditional on the implementation of the restructuring of the Abengoa Group in accordance with the MRA, among other things. ACIL s creditors claims arose primarily from guarantees made in respect of the obligations of other members of the Abengoa Group. The CVA proposed to compromise the liabilities of ACIL as guarantor with respect to certain Guarantee Obligations related to loans and notes owed to Guarantee Creditors who have not acceded to the MRA in accordance with the Standard Restructuring Terms. 5 C. The Chapter 15 Case 11. On November 16, 2016, ACIL, in its capacity as the Foreign Representative, commenced this chapter 15 case by filing the Verified Petition with the Bankruptcy Court and requested (i recognition of the UK Proceeding as a foreign main proceeding and (ii permanent injunctive relief to preserve ACIL s assets within the United States. Following the December 6 hearing, the Bankruptcy Court recognized the UK Proceeding as a foreign main proceeding in 5 The treatment under the CVA of those Guarantee Creditors that have not acceded to the MRA and elected to receive Alternative Restructuring Terms as well as other material terms of the CVA are described in detail in the CVA Proposal and the Verified Petition. 6

7 Case KJC Doc 25 Filed 11/22/17 Page 7 of 13 accordance with section 1517 of the Bankruptcy Code and gave the CVA Proposal full force and effect in the United States, recognizing the CVA Proposal s binding effect and enforceability in accordance with its terms against all persons subject to the Bankruptcy Court s jurisdiction and enjoining all persons from taking any action within the territorial jurisdiction of the United States that is inconsistent with the terms of the CVA Proposal. [See Order Recognizing English Proceeding As a Foreign Main Proceeding and Granting Relief in Aid Thereof D.I. 19] D. The Status of the CVA 12. The meeting of creditors and members of ACIL to vote on the CVA Proposal was held on November 24, 2016, at which time the CVA was approved, without modification, by creditors at the creditors meeting and by members at the members meeting by 99.96% in value of creditors voting and 100% of members. The creditors affected by the CVA acceded to the MRA in large percentages, and no challenge to the CVA was lodged within the time allotted (i.e., 28 days after the Chairman of the CVA meetings filed the report with the UK Court. 13. The Joint Supervisors (as this term is defined in the CVA Proposal in the UK Proceeding submitted a notice of completion of the CVA to the UK Court, the Registrar of Companies in England and Wales, and ACIL s creditors and members. (See Notice of Completion, dated 8 May 2017, attached to this Final Report and Motion as Exhibit B (the Completion Notice. According to the Completion Notice, the Joint Supervisors have received no funds and no payments or distributions have been made, and, as of May 8, 2016, the CVA Proposal has been fully implemented and is deemed completed. (See id. RELIEF REQUESTED 14. As described in this Final Report and Motion, ACIL has fully implemented the CVA Proposal, and the CVA is deemed completed. Given that ACIL no longer requires assistance from the Bankruptcy Court in aid of the UK Proceeding or the CVA, the ACIL s 7

8 Case KJC Doc 25 Filed 11/22/17 Page 8 of 13 estate has been fully administered, and the Foreign Representative seeks the entry of an order, substantially in the form attached to this Final Report and Motion as Exhibit A, closing the chapter 15 case without prejudice under section 1517(d of the Bankruptcy Code and Bankruptcy Rule BASIS FOR RELIEF REQUESTED 15. Section 1517(d of the Bankruptcy Code provides that [a] case under this chapter may be closed in the manner prescribed under section U.S.C. 1517(d. Under section 350 of the Bankruptcy Code, a bankruptcy case may be closed [a]fter an estate is fully administered. 11 U.S.C. 350(a. Bankruptcy Rule 5009 further provides that: A foreign representative in a proceeding recognized under 1517 of the [Bankruptcy] Code shall file a final report when the purpose of the representative s appearance in the court is completed. The report shall describe the nature and results of the representative s activities in the court. FED R. BANKR. P Local Rule (b has a similar provision. The Foreign Representative respectfully submits that this Final Report and Motion accurately describes the nature and results of its activities before the Bankruptcy Court. In accordance with Bankruptcy Rule 5009, a copy of this Final Report and Motion has been served on (i the Office of the United States Trustee, (ii Foreign Debtor, (iii all persons or bodies authorized to administer foreign proceedings of the Foreign Debtor, and (iv all parties to litigation pending in the United States in which the Foreign Debtor was a party at the time of the filing of the petition. 16. In accordance with section 1517(d of the Bankruptcy Code, it is appropriate to close this chapter 15 case (i as the CVA has been completed, (ii the Foreign Representative does not anticipate any further need for assistance from the Bankruptcy Court, and (iii except for this Final Report and Motion, there is no outstanding request for relief in the chapter 15 case. If, however, subsequent to the closing of the chapter 15 case, a foreign representative, if any, 8

9 Case KJC Doc 25 Filed 11/22/17 Page 9 of 13 requires assistance from the Bankruptcy Court in connection with the UK Proceeding or the CVA, it should not be precluded from seeking such future assistance. Accordingly, the closing of the chapter 15 case should be without prejudice to the right of a foreign representative to seek an order reopening the chapter 15 case under section 350(b of the Bankruptcy Code. NO PRIOR REQUEST 17. No prior motion for the relief requested in this Final Report and Motion has been made by the Foreign Representative to the Bankruptcy Court or any other court within the United States. 9

10 Case KJC Doc 25 Filed 11/22/17 Page 10 of 13 CONCLUSION WHEREFORE, the Foreign Representative respectfully requests that this Bankruptcy Court grant the relief requested in this Final Report and Motion and grant such other and further relief as the Court deems just and proper. Dated: November 22, 2017 Wilmington, Delaware Respectfully submitted, DLA PIPER LLP (US By: /s/ R. Craig Martin R. Craig Martin (DE North Market Street, Suite 2100 Wilmington, Delaware Telephone: ( Facsimile: ( and Richard A. Chesley (admitted pro hac vice 444 West Lake Street, Suite 900 Chicago, Illinois Telephone: ( Facsimile: ( Attorneys for Foreign Representative of Foreign Debtor, Abengoa Concessions Investments Limited 10

11 Case KJC Doc 25 Filed 11/22/17 Page 11 of 13 Exhibit A (Proposed Order

12 Case KJC Doc 25 Filed 11/22/17 Page 12 of 13 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ABENGOA CONCESSIONS INVESTMENTS LIMITED, 1 Debtor in a Foreign Proceeding. Chapter 15 Case No (KJC Related D.I.: ORDER CLOSING THE CHAPTER 15 CASE Upon consideration of the Final Report and Motion for an Order and Final Decree Closing Chapter 15 Case (the Motion, filed by and on behalf of Abengoa Concessions Investments Limited ( ACIL or the Foreign Debtor, in its capacity as the duly authorized foreign representative (the Foreign Representative of foreign debtor with respect to a foreign proceeding (the UK Proceeding ; and because (i the Court has jurisdiction over this matter under 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 as of February 29, 2012; (ii this proceeding is a core proceeding under 28 U.S.C. 157(b(2(P; (iii venue of this case in this District is proper under 28 U.S.C. 1410(1 and (3; (iv notice of this Motion and the opportunity for a hearing on this Motion was appropriate and no other or further notice need be given; (v the relief requested is appropriate and necessary to effectuate the purposes of chapter 15 of title 11 of the United States Code (the Bankruptcy Code ; and after due deliberation and sufficient cause appearing therefore, NOW, THEREFORE, IT IS HEREBY ORDERED that 1. The chapter 15 case of Abengoa Concessions Investments, Ltd., Case No (KJC is hereby closed, without prejudice to the right of the Foreign Representative or any 1 The last four digits of the Foreign Debtor s Registered Number are The Foreign Debtor s registered office address is St. Martin s House, 1 Lyric Square, London, England W6 0NB.

13 Case KJC Doc 25 Filed 11/22/17 Page 13 of 13 other foreign representative appointed in its stead to seek an order reopening the case under section 350 of the Bankruptcy Code, and the Clerk of the Court is directed to mark the docket in this case as closed. 2. Notwithstanding the closure of this chapter 15 case, the CVA 2 shall remain in full force and effect in the United States and be binding on, and enforceable in accordance with its terms against, all persons subject to this Court s jurisdiction. 3. Except as expressly provided in the CVA, all persons subject to this Court s jurisdiction shall be prohibited from taking any action within the territorial jurisdiction of the United States that is inconsistent with the terms of the CVA. 4. This Court shall retain jurisdiction with respect to any matters, claims, rights, or disputes arising from or related to the Motion, the Petition, or the implementation of this Order. Dated: December, 2017 Wilmington, Delaware THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE 2 Capitalized terms not otherwise defined in this Order have the meaning given to them in the Motion. 13

14 Case KJC Doc 25-1 Filed 11/22/17 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ABENGOA CONCESSIONS INVESTMENTS LIMITED, 1 Debtor in a Foreign Proceeding. Chapter 15 Case No (KJC Obj. Deadline: December 22, 2017 at 4:00 p.m. Hearing Date: January 16, 2018 at 10:30 a.m. NOTICE OF FINAL REPORT AND MOTION FOR AN ORDER AND FINAL DECREE CLOSING CHAPTER 15 CASE PLEASE TAKE NOTICE that, on November 21, 2017, the above-captioned Foreign Representative of Foreign Debtor, by and through its counsel, DLA Piper LLP (US, filed the Final Report and Motion for an Order and Final decree Closing Chapter 15 Case (the Motion with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE that any responses to the Motion, if any, must be in writing, filed with the Clerk of the Bankruptcy Court, 824 North Market Street, 3 rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned counsel for the Debtors on or before December 22, 2017 at 4:00 p.m. (prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that if a response is timely filed, served and received, you or your attorney must attend the hearing on the Motion scheduled to be held before The Honorable Kevin J. Carey at the Bankruptcy Court, 824 North Market Street, 5th Floor, Courtroom 5, Wilmington, Delaware on January 16, 2017, 2017 at 10:30 a.m. (prevailing Eastern Time. IF NO REPONSES TO THE MOTION ARE TIMELY FILED, SERVED, AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING. 1 The last four digits of the Foreign Debtor s Registered Number are The Foreign Debtor s registered office address is St. Martin s House, 1 Lyric Square, London, England W6 0NB. EAST\

15 Case KJC Doc 25-1 Filed 11/22/17 Page 2 of 2 Dated: November 22, 2017 Wilmington, Delaware Respectfully submitted, DLA PIPER LLP (US By: /s/ R. Craig Martin R. Craig Martin (DE North Market Street, Suite 2100 Wilmington, Delaware Telephone: ( Facsimile: ( craig.martin@dlapiper.com and Richard A. Chesley (admitted pro hac vice 444 West Lake Street, Suite 900 Chicago, Illinois Telephone: ( Facsimile: ( richard.chesley@dlapiper.com Attorneys for Foreign Representative of Foreign Debtor, Abengoa Concessions Investments Limited EAST\

16 Case KJC Doc 25-2 Filed 11/22/17 Page 1 of 3 Exhibit A (Proposed Order

17 Case KJC Doc 25-2 Filed 11/22/17 Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ABENGOA CONCESSIONS INVESTMENTS LIMITED, 1 Debtor in a Foreign Proceeding. Chapter 15 Case No (KJC Related D.I.: ORDER CLOSING THE CHAPTER 15 CASE Upon consideration of the Final Report and Motion for an Order and Final Decree Closing Chapter 15 Case (the Motion, filed by and on behalf of Abengoa Concessions Investments Limited ( ACIL or the Foreign Debtor, in its capacity as the duly authorized foreign representative (the Foreign Representative of foreign debtor with respect to a foreign proceeding (the UK Proceeding ; and because (i the Court has jurisdiction over this matter under 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 as of February 29, 2012; (ii this proceeding is a core proceeding under 28 U.S.C. 157(b(2(P; (iii venue of this case in this District is proper under 28 U.S.C. 1410(1 and (3; (iv notice of this Motion and the opportunity for a hearing on this Motion was appropriate and no other or further notice need be given; (v the relief requested is appropriate and necessary to effectuate the purposes of chapter 15 of title 11 of the United States Code (the Bankruptcy Code ; and after due deliberation and sufficient cause appearing therefore, NOW, THEREFORE, IT IS HEREBY ORDERED that 1. The chapter 15 case of Abengoa Concessions Investments, Ltd., Case No (KJC is hereby closed, without prejudice to the right of the Foreign Representative or any 1 The last four digits of the Foreign Debtor s Registered Number are The Foreign Debtor s registered office address is St. Martin s House, 1 Lyric Square, London, England W6 0NB.

18 Case KJC Doc 25-2 Filed 11/22/17 Page 3 of 3 other foreign representative appointed in its stead to seek an order reopening the case under section 350 of the Bankruptcy Code, and the Clerk of the Court is directed to mark the docket in this case as closed. 2. Notwithstanding the closure of this chapter 15 case, the CVA 2 shall remain in full force and effect in the United States and be binding on, and enforceable in accordance with its terms against, all persons subject to this Court s jurisdiction. 3. Except as expressly provided in the CVA, all persons subject to this Court s jurisdiction shall be prohibited from taking any action within the territorial jurisdiction of the United States that is inconsistent with the terms of the CVA. 4. This Court shall retain jurisdiction with respect to any matters, claims, rights, or disputes arising from or related to the Motion, the Petition, or the implementation of this Order. Dated: December, 2017 Wilmington, Delaware THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE 2 Capitalized terms not otherwise defined in this Order have the meaning given to them in the Motion. 13

19 Case KJC Doc 25-3 Filed 11/22/17 Page 1 of 2 Exhibit B (Completion Notice

20 Case KJC Doc 25-3 Filed 11/22/17 Page 2 of 2