IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE : : : : : : : : : : : : : : : : : : : : COMPLAINT

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1 IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re Proliance International, Inc., et al., Debtors. George L. Miller, in his capacity as Chapter 7 Trustee of the bankruptcy estates of Proliance International, Inc.; Aftermarket Delaware Corporation; Aftermarket LLC; and Proliance International Holding Corporation. v. Sprint Nextel Corporation, Plaintiff, Defendant. CHAPTER 7 CASE NO (CSS) (Jointly Administered) Adversary No. COMPLAINT George L. Miller, Chapter 7 Trustee (the Trustee or Plaintiff ) of the bankruptcy estates of Proliance International, Inc., Aftermarket Delaware Corporation, Aftermarket LLC, and Proliance International Holding Corporation (the Debtors ), by and through his undersigned counsel, brings this adversary complaint against Sprint Nextel Corporation (the Defendant ) pursuant to 11 U.S.C. 547 and 550 to avoid and recover preferential transfers, and in support thereof states as follows JURISDICTION AND VENUE 1. This Court has jurisdiction over this adversary proceeding pursuant to 28 U.S.C and 157(b)(2)(F).

2 2. Venue of this adversary proceeding in this district is proper pursuant to 28 U.S.C. 1409(a). 3. This is a core proceeding pursuant to 28 U.S.C. 157(b). 4. This is an adversary proceeding brought under and pursuant to Rule 7001 of the Federal Rules of Bankruptcy Procedure and Sections 547 and 550 of the United States Bankruptcy Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code ). BACKGROUND 5. On July 2, 2009 (the Petition Date ), the Debtors each filed with this Court a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. 6. On July 14, 2010, the Court entered an Order converting these cases to Chapter 7, effective as of July 22, 2010 (the Conversion Date ). On July 22, 2010, the United States Trustee appointed George L. Miller as Chapter 7 Trustee in these cases. PARTIES 7. The Trustee, the Plaintiff herein, is authorized under the Bankruptcy Code to bring this action on behalf of the Debtors estates. 8. Upon information and belief, Defendant is an entity with a business address at 6500 Sprint Parkway, Overland Park, KS length herein. COUNT ONE PREFERENTIAL TRANSFERS UNDER 11 U.S.C The Trustee incorporates by reference the preceding paragraphs as if set forth at 10. Prior to the Petition Date, Debtor Proliance International, Inc. (hereafter, Proliance ) transacted business with the Defendant, on account of which Proliance was 2

3 indebted to the Defendant. The Trustee has reviewed the Debtors books and records, to determine the nature of the business transacted between Proliance and the Defendant. To the extent this information is available, the nature of the business is described on Exhibit A hereto and incorporated herein by reference. 11. The Defendant received payment from Proliance within the 90-day period immediately preceding the Petition Date in the total amount of $47, (the Preference Payments ), as set forth in more detail in Exhibit A attached hereto and incorporated herein by reference. 12. The Preference Payments were made to the Defendant by the method described on Exhibit A from funds belonging to Proliance. 13. The Plaintiff has confirmed that each of the Preference Payments made to the Defendant has cleared and the funds underlying each of the Preference Payments were deducted from a Proliance account. 14. The Preference Payments were made on account of an antecedent debt or debts owed by Proliance to the Defendant, as the date of each invoice to which each Preference Payment relates predates the date on which the payment of that invoice was made by Proliance, as set forth on Exhibit A At the time the Preference Payments were made to the Defendant, Proliance was insolvent. 16. The Preference Payments were made within the 90-day period prior to the Petition Date. The clear date of each Preference Payment is set forth on Exhibit A. 1 To the extent the Trustee does not have specific invoice information for the Preference Payments, the Trustee believes that evidentiary support showing that the Preference Payments were made on account of an antecedent debt or debts is likely to be obtained after a reasonable opportunity for further investigation or discovery. 3

4 17. The Preference Payments enabled the Defendant to receive payment on account of the debt that was paid by the Preference Payments in an amount greater than it would have received if (a) Proliance s bankruptcy case was a case under Chapter 7 of the Bankruptcy Code; (b) the Preference Payments had not been made; and (c) the Defendant received payment of its claims to the extent permitted by the provisions of the Bankruptcy Code. 18. The Preference Payments constitute voidable preferential transfers pursuant to Section Accordingly, the Plaintiff may recover, on behalf of the Proliance estate, the Preference Payments or the value thereof from the Defendant pursuant to Section 550 of the Bankruptcy Code. 20. The Trustee made demand for the return of the Preference Payments by letter dated April 15, 2011 (the Demand Date ). 4

5 WHEREFORE, the Trustee respectfully requests the entry of a judgment in his favor and against the Defendant as follows (a) declaring and decreeing that the Preference Payments constitute voidable preferential transfers pursuant to 11 U.S.C. 547; (b) directing and ordering the Defendant to return to the Trustee all amounts with respect to the Preference Payments pursuant to 11 U.S.C. 550; (c) awarding interest from the date of the Demand Date to the date on which the judgment is satisfied by the Defendant; and (d) awarding such other and further relief as this Court deems just and proper. DILWORTH PAXSON LLP Dated July 1, 2011 By /s/ Peter C. Hughes Peter C. Hughes (#4180) One Customs House Suite King Street Wilmington, DE (302) (302) and /s/ Jennifer L. Maleski Jennifer L. Maleski 1500 Market Street Suite 3500E Philadelphia, PA (215) (215) (fax) Attorneys for George L. Miller, Chapter 7 Trustee of Proliance International, Inc.; Aftermarket Delaware Corporation; Aftermarket LLC; and Proliance International Holding Corporation 5

6 Proliance International, Inc. Preference Period Transfers Exhibit A SPRINT Description of Goods and/or Services Communications Services Payment Date Clear Date Payment Number Amount Invoice Number Associated Invoice Amount 03/31/09 04/08/ , , /08/09 04/13/ , , /08/09 04/16/ /29/09 05/05/ , , /12/09 05/19/ /12/09 06/22/ /12/09 06/22/ , , , ,901.48