mew Doc 4179 Filed 01/28/19 Entered 01/28/19 23:51:32 Main Document Pg 1 of 28

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1 Pg 1 of 28 HEARING DATE AND TIME March 26, 2019 at 1100 a.m. (Eastern Time) RESPONSE DEADLINE March 19, 2019 at 400 p.m. (Eastern Time) THE ATTACHED OMNIBUS OBJECTION TO CLAIMS SEEKS TO DISALLOW AND EXPUNGE CERTAIN FILED PROOFS OF CLAIM. PLEASE CAREFULLY REVIEW THE ATTACHED OBJECTION AND THE ATTACHMENTS THERETO TO DETERMINE WHETHER THE OBJECTION AFFECTS ANY CLAIM(S) YOU MAY HAVE FILED. IF YOU HAVE QUESTIONS, PLEASE CONTACT NEAL P. DONNELLY AT (212) OR NDONNELLY@PAULWEISS.COM. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No (MEW) LLC, et al., Debtors. 1 (Jointly Administered) x NOTICE OF TWENTY-SIXTH OMNIBUS OBJECTION TO CLAIMS (Satisfied Claims) PLEASE TAKE NOTICE that on January 28, 2019, W Wind Down Co LLC ( Wind Down Co ) 2 filed the annexed Twenty-Sixth Omnibus Objection to Claims (Satisfied Claims) (the Objection ), pursuant to sections 105(a) and 502(b) of title 11 of the United States Code (the Bankruptcy Code ), Rule 3007(d) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and the Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P and 9019(b) Authorizing the Debtors to (I) File Omnibus Claims Objections and (II) Establish Procedures for Settling Certain Claims [ECF No. 1761]. A hearing on the relief requested in the Objection has been requested on March 26, 2019 at 1100 a.m. (Eastern Time) (the Hearing ) before the Honorable Michael E. Wiles in the United States Bankruptcy Court for the Southern 1 On September 25, 2018, many of the Debtors Chapter 11 Cases were closed pursuant to the Court s Order (I) Consolidating the Administration of Certain Remaining Matters at the Lead Case; (II) Entering a Final Decree Closing Certain Affiliate Cases; and (III) Granting Related Relief [ECF No. 3956]. The Debtors in the remaining 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), Stone & Webster Services LLC (5448), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), and WECTEC Staffing Services LLC (4135). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania Wind Down Co is the company established on the Effective Date (as defined in the Objection) for the benefit of holders of claims against Westinghouse Electric Company LLC and certain of its affiliates (collectively, the Debtors ), and responsible for administering the Debtors obligations pursuant to the Debtors confirmed chapter 11 plan.

2 Pg 2 of 28 District of New York, located at One Bowling Green, New York, New York (the Bankruptcy Court ). The Objection requests that the Bankruptcy Court expunge and/or disallow one or more claims listed on Schedule 1 to the Proposed Order, which is attached as Exhibit A to the Objection, on the ground that such claim or claims have been satisfied in full during the abovecaptioned chapter 11 cases. ANY CLAIM THAT THE BANKRUPTCY COURT EXPUNGES AND DISALLOWS WILL BE TREATED AS IF IT HAD NOT BEEN FILED AND WILL NOT BE ENTITLED TO ANY DISTRIBUTION ON ACCOUNT THEREOF. If you do NOT oppose the disallowance and expungement of your claim(s) as specified on Schedule 1, then you do NOT need to file a written response to the Objection and you do NOT need to appear at the hearing. If you filed the applicable proof of claim and you DO oppose the disallowance and expungement of your claim(s) listed on Schedule 1, then you MUST file with the Court and serve on the parties listed below a written response ( Response ) to the Objection that is received on or before 400 p.m. Eastern Time on March 19, 2019 (the Response Deadline ). Any Response must contain, at a minimum, the following (i) a caption setting forth the name of the Bankruptcy Court, the names of the debtors, the case number and the title of the Objection to which the response is directed; (ii) the name of the claimant and description of the basis for the amount of the claim; (iii) a concise statement setting forth the reasons why the claim should not be disallowed and expunged for the reasons set forth in the Objection, including, but not limited to, the specific factual and legal bases which will be relied upon in opposing the Objection; (iv) all documentation or other evidence of the claim, to the extent not included with the proof of claim previously filed with the Bankruptcy Court, which will be relied upon in opposing the Objection; (v) the address(es) to which Wind Down Co must return any reply to a Response, if different from that presented in the proof of claim; and (vi) the name, address, and telephone number of the person (which may be the claimant or a legal representative) possessing ultimate authority to reconcile, settle, or otherwise resolve the claim on behalf of the claimant. Any Response to the Objection must be in writing, shall conform to the Bankruptcy Rules and the Local Bankruptcy Rules, and shall be filed with the Bankruptcy Court (a) by attorneys practicing in the Bankruptcy Court, including attorneys admitted pro hac vice, electronically in accordance with General Order M-399 (which can be found at and (b) by all other parties in interest, on a CD-ROM, in text-searchable portable document format (PDF) (with a hard copy delivered directly to Chambers), in accordance with the customary practices of the Bankruptcy Court and General Order M-399, to the extent applicable, and served in accordance with General Order M-399 and the Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P. 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures, dated April 4, 2017 [ECF No. 101], so as to be filed and received no later than March 19, 2019 at 400 p.m. (Eastern Time). 2

3 Pg 3 of 28 If you file a written Response to the Objection, you should plan to appear at the Hearing. Wind Down Co, however, reserves the right to continue the hearing on the Objection with respect to claim(s) for which a Response has been received. If Wind Down Co does continue the hearing with respect to such claim(s), then the hearing will be held at a later date. If Wind Down Co does not continue the hearing with respect to such claim(s), then a hearing on the Objection will be conducted on the above date. If no Responses are timely filed and served with respect to the Objection, Wind Down Co may, on or after the Response Deadline, submit to the Bankruptcy Court an order substantially in the form of the proposed order annexed to the Objection, which order may be entered with no further notice or opportunity to be heard. Dated January 28, 2019 New York, New York /s/ Kyle J. Kimpler Alan W. Kornberg Kyle J. Kimpler John T. Weber PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York Telephone +1 (212) Facsimile +1 (212) akornberg@paulweiss.com kkimpler@paulweiss.com jweber@paulweiss.com Counsel to W Wind Down Co LLC 3

4 Pg 4 of 28 HEARING DATE AND TIME March 26, 2019 at 1100 a.m. (Eastern Time) RESPONSE DEADLINE March 19, 2019 at 400 p.m. (Eastern Time) THIS OMNIBUS OBJECTION TO CLAIMS SEEKS TO DISALLOW AND EXPUNGE CERTAIN FILED PROOFS OF CLAIM. PLEASE CAREFULLY REVIEW THIS OBJECTION AND THE ATTACHMENTS HERETO TO DETERMINE WHETHER THE OBJECTION AFFECTS ANY CLAIM(S) YOU MAY HAVE FILED. IF YOU HAVE QUESTIONS, PLEASE CONTACT NEAL P. DONNELLY AT (212) OR NDONNELLY@PAULWEISS.COM. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York Telephone +1 (212) Facsimile +1 (212) Alan W. Kornberg Kyle J. Kimpler John T. Weber Counsel to W Wind Down Co LLC UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No (MEW) LLC, et al., Debtors. 1 (Jointly Administered) x TWENTY-SIXTH OMNIBUS OBJECTION TO CLAIMS (Satisfied Claims) 1 On September 25, 2018, many of the Debtors Chapter 11 Cases were closed pursuant to the Court s Order (I) Consolidating the Administration of Certain Remaining Matters at the Lead Case; (II) Entering a Final Decree Closing Certain Affiliate Cases; and (III) Granting Related Relief [ECF No. 3956]. The Debtors in the remaining 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), Stone & Webster Services LLC (5448), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), and WECTEC Staffing Services LLC (4135). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania

5 Pg 5 of 28 TO THE HONORABLE MICHAEL E. WILES, UNITED STATES BANKRUPTCY JUDGE W Wind Down Co LLC ( Wind Down Co ), the company established on the Effective Date (as defined herein) for the benefit of holders of claims against Westinghouse Electric Company LLC ( WEC ) and certain of its affiliates (collectively, the Debtors ), and responsible for administering the Debtors obligations pursuant to the Plan (defined below), as directed by the Plan Oversight Board, files this twenty-sixth omnibus objection (this Objection ) to certain claims identified on Schedule 1 to Exhibit A and seeks entry of an order (the Proposed Order ), substantially in the form attached hereto as Exhibit A disallowing and expunging the claims identified on Schedule 1 (collectively, the Satisfied Claims ) in each case pursuant to section 502(b) of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ), Rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and the procedures set forth in the Omnibus Claims Objections Order (defined below). In support of this Objection, Wind Down Co submits the declaration of Robb C. McWilliams (the Supporting Declaration ), attached hereto as Exhibit B. In further support of this Objection, Wind Down Co respectfully represents Background 1. On March 29, 2017 (the Petition Date ), each Debtor commenced with this Court a voluntary case under chapter 11 of the Bankruptcy Code. The Debtors chapter 11 cases are being jointly administered pursuant to Bankruptcy Rule 1015(b) and the Debtors confirmed Modified Second Amended Joint Chapter 11 Plan of Reorganization [ECF No. 2986] (the Plan ). 2 2 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms in the Plan. 2

6 Pg 6 of On November 15, 2017, the Court entered an order (the Omnibus Claims Objections Order ) authorizing the Debtors to file omnibus objections seeking reduction, reclassification and/or disallowance of certain classes of claims [ECF No. 1761]. 3. On March 28, 2018, the Court entered an order [ECF No. 2988] (the Confirmation Order ) confirming the Plan. The Plan became effective on August 1, 2018 (the Effective Date ). 4. Wind Down Co was created on the Effective Date pursuant to the Plan to, among other things, analyze and reconcile claims filed in these cases. Specifically, under sections 5.4(d) and 8.1 of the Plan, Wind Down Co is vested with the authority to object to, seek to subordinate, estimate, compromise or settle any and all claims against the Debtors, except to the extent claims have been previously allowed and other than Assumed Liabilities, as directed by the Plan Oversight Board. 5. Additional information regarding the Debtors businesses, capital structure, and events during these chapter 11 cases is set forth in the disclosure statement approved in connection with the Plan [ECF No. 2623]. Jurisdiction 6. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated December 1, Wind Down Co confirms its consent, pursuant to Bankruptcy Rule 7008, to the entry of a final order by the Court in connection with this Objection to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgements in connection herewith consistent with Article III of the United States Constitution. 7. Venue is proper before this Court pursuant to 28 U.S.C and

7 Pg 7 of The bases for the relief requested herein are section 502 of the Bankruptcy Code and Bankruptcy Rule Relief Requested 9. Wind Down Co files this Objection, pursuant to section 502(b) of the Bankruptcy Code and Bankruptcy Rule 3007, seeking entry of the Proposed Order, disallowing and expunging the Satisfied Claims on the basis that such claims have been satisfied in full. Objection 10. Wind Down Co has examined each Satisfied Claim and determined that each claim under the heading Claim to be Disallowed on Schedule 1 was satisfied in full during the Debtors chapter 11 cases, either because (1) the claimed amounts were paid by the Debtors or by non-debtor third parties during the pendency of the Debtors chapter 11 cases, including in the ordinary course of business and/or pursuant to certain first day orders, or (2) the Debtors assumed and cured all pre-petition amounts owing under the contract(s) that form the basis of a Satisfied Claim. 11. On July 24, 2018, the Debtors filed their Revised Schedule of Assumed Contracts and Schedule of Assigned Contracts [ECF No. 3624] (the Schedule of Assumed Contracts ). In accordance with paragraph 25 of the Confirmation Order, each of the contracts listed on the Schedule of Assumed Contracts was assumed by the Reorganized Debtors on the Effective Date. Furthermore, Wind Down Co has paid and satisfied cure obligations under those contracts in accordance with the Plan and Confirmation Order. 12. As no amounts are owed on account of the Satisfied Claims, Wind Down Co seeks entry of the Proposed Order disallowing and expunging the Satisfied Claims from the claims register. Doing so will ensure that the claims register is accurate and does not inaccurately overstate the Debtors liabilities, will avoid the possibility of multiple recoveries on account of 4

8 Pg 8 of 28 already-satisfied liabilities, and will expedite recoveries to creditors by reducing the cash reserve funded for distributions to holders of claims that are neither allowed nor disallowed or disputed in these cases. Any funds previously reserved for the Satisfied Claims will be reverted to the Segregated Account for the benefit of allowed Class 3A General Unsecured Claims. The Satisfied Claims Should Be Disallowed 13. A filed proof of claim is deemed allowed, unless a party in interest... objects. 11 U.S.C. 502(a). Section 502(b)(1) of the Bankruptcy Code provides, in relevant part, that a claim may not be allowed to the extent that such claim is unenforceable against the debtor and property of the debtor, under any agreement or applicable law. 11 U.S.C. 502(b)(1). Further, pursuant to Bankruptcy Rule 3007(d)(5), a debtor may object to claims and seek their disallowance where such claims have been satisfied or released during the case in accordance with the [Bankruptcy] Code, applicable rules or a court order. Fed. R. Bankr. P. 3007(d)(5). 14. Upon an objection, the claimant has the burden to demonstrate the validity of the claim. See Rozier v. Rescap Borrower Claims Tr. (In re Residential Capital, LLC), 15 Civ. 3248, 2016 WL, , at *9 (S.D.N.Y. Feb. 22, 2016); In re Arcapita Bank B.S.C.(c), No (SHL), 2013 WL , at *1 (Bankr. S.D.N.Y. Nov. 21, 2013), aff'd sub nom. In re Arcapita Bank B.S.C.(c), 508 B.R. 814 (S.D.N.Y. 2014); In re Motors Liquidation Co., No , 2012 WL , at *3 (S.D.N.Y. May 12, 2012); In re Oneida, Ltd., 400 B.R. 384, 389 (Bankr. S.D.N.Y. 2009), aff d, No. 09 Civ (DC), 2010 WL , at *5 (S.D.N.Y. Jan. 22, 2010). 15. As set forth in the Supporting Declaration, Wind Down Co examined each of the Satisfied Claims and determined that each Satisfied Claim was satisfied in full during the Debtors chapter 11 cases in the ordinary course of business, including pursuant to various first 5

9 Pg 9 of 28 day and other orders entered by the Court authorizing such payments, including assumption orders and cure payments. 16. Accordingly, Wind Down Co seeks entry of the Proposed Order disallowing and expunging the Satisfied Claims from the claims register. Reservation of Rights 17. Wind Down Co reserves all rights with respect to the Satisfied Claims. To the extent not disallowed and expunged pursuant to this Objection, Wind Down Co reserves the right to object in the future to any of the proofs of claim listed in this Objection on any ground, and to amend, modify, and/or supplement this Objection to the extent an objection to a claim is not granted. Notice 18. Notice of this Objection has been provided in accordance with the Bankruptcy Rule 3007 and the Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P. 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures, dated April 4, 2017 [ECF No. 101]. Wind Down Co submits that, in view of the facts and circumstances, such notice is sufficient and no other or further notice need be provided. 19. No previous request for the relief sought herein has been made to this or any other Court. [Remainder of page intentionally left blank.] 6

10 Pg 10 of 28 WHEREFORE, for the reasons stated in the Objection, Wind Down Co respectfully requests that the Court grant the relief requested herein and such other and further relief as the Court deems just and proper. Dated January 28, 2019 New York, New York /s/ Kyle J. Kimpler Alan W. Kornberg Kyle J. Kimpler John T. Weber PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York Telephone +1 (212) Facsimile +1 (212) Counsel to W Wind Down Co LLC 7

11 Pg 11 of 28 Exhibit A Proposed Order

12 Pg 12 of 28 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No (MEW) LLC, et al., Debtors. 1 (Jointly Administered) x ORDER GRANTING THE TWENTY-SIXTH OMNIBUS OBJECTION TO CLAIMS (Satisfied claims) Upon the Twenty-Sixth Omnibus Objection to Claims (Satisfied Claims) (ECF No. [ ]) (the Objection ), filed by W Wind Down Co LLC ( Wind Down Co ) pursuant to section 502(b) of title 11 of the United States Code (the Bankruptcy Code ) and Rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ); and the Court having jurisdiction to consider the Objection and the relief requested therein in accordance with 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of the Objection and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Objection having been provided in 1 On September 25, 2018, many of the Debtors Chapter 11 Cases were closed pursuant to the Court s Order (I) Consolidating the Administration of Certain Remaining Matters at the Lead Case; (II) Entering a Final Decree Closing Certain Affiliate Cases; and (III) Granting Related Relief [ECF No. 3956]. The Debtors in the remaining 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), Stone & Webster Services LLC (5448), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), and WECTEC Staffing Services LLC (4135). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania

13 Pg 13 of 28 accordance with Bankruptcy Rule 3007 and the Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P. 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures; and a hearing having been held on March 26, 2019 at 1100 a.m. (Eastern Time) to consider the relief requested in the Objection (the Hearing ); and movant s counsel having certified that no responses to the claims to be expunged pursuant to this order were filed or received; and the Court having found and determined that the relief sought in the Objection is in the best interests of creditors and all parties in interest, and that the legal and factual bases set forth in the Objection establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is ORDERED that the relief requested in the Objection is granted; and it is further ORDERED that, pursuant to section 502(b) of the Bankruptcy Code and Bankruptcy Rule 3007, each claim listed under the heading Claim to be Disallowed on Schedule 1 annexed hereto (collectively, the Satisfied Claims ) is hereby disallowed and expunged; and it is further ORDERED that this Order has no res judicata, estoppel, or other effect on the validity, allowance, or disallowance of, and all rights to object to or defend on any basis are expressly reserved with respect to, any Satisfied Claim referenced and/or identified in the Objection that is not listed on a schedule annexed hereto; and it is further ORDERED that Wind Down Co, the claims and noticing agent, Kurtzman Carson Consultants LLC, and the Clerk of this Court are authorized to take all actions necessary or appropriate to give effect to this Order; and it is further 2

14 Pg 14 of 28 ORDERED that this Court shall retain jurisdiction over the claimants whose claims are subject to the Objection with respect to any matters related to or arising from the Objection or the implementation of this Order. Dated, 2019 New York, New York HONORABLE MICHAEL E. WILES UNITED STATES BANKRUPTCY JUDGE 3

15 Pg 15 of 28 Schedule 1 Satisfied Claims

16 Twenty Sixth Omnibus Objection to Claims (Satisfied Claims) Pg 16 of 28 Schedule 1 Westinghouse Electric Company LLC, et al. Case No Jointly Administered Claim # Debtor Name and Address of Claimant Secured Administrative Priority Unsecured Total Claim To Be Disallowed (MEW) Creditor $94, $0.00 $0.00 $7, $101, Filed On 8/22/2017 ARROW TANK AND ENGINEERING CO 8950 EVERGREEN BLVD MINNEAPOLIS, MN Claim To Be Disallowed (MEW) Creditor $0.00 $74, $0.00 $0.00 $74, Filed On 6/22/2017 Chassis Plans, LLC Walt Elliott Thornmint Road San Diego, CA Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $92, $92, Filed On 4/10/2017 Concur Technologies, Inc th Avenue NE, Suite 1000 Bellevue, WA Claim To Be Disallowed Filed On 8/30/ (MEW) Creditor $0.00 $ $0.00 $0.00 $ CRG Financial LLC (As Assignee of Southern Utility Supply) CRG Financial LLC 100 Union Avenue Cresskill, NJ Page 1

17 Twenty Sixth Omnibus Objection to Claims (Satisfied Claims) Pg 17 of 28 Schedule 1 Westinghouse Electric Company LLC, et al. Case No Jointly Administered Claim # Debtor Name and Address of Claimant Secured Administrative Priority Unsecured Total Claim To Be Disallowed (MEW) Creditor $0.00 $1, $0.00 $0.00 $1, Filed On 9/1/2017 CRG Financial LLC (As Assignee of Tensor AB) CRG Financial LLC 100 Union Avenue Cresskill, NJ Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $6, $6, Filed On 7/19/2017 Deloitte Svetovanje d.o.o. Dunajska cesta 165 Ljubljana, Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $100, $100, Filed On 5/17/2017 Dowding & Mills (UK) Limited Sulzer Dowding & Mills 193 Camp Hill Birmingham, B12 0JJ Page 2

18 Twenty Sixth Omnibus Objection to Claims (Satisfied Claims) Pg 18 of 28 Schedule 1 Westinghouse Electric Company LLC, et al. Case No Jointly Administered Claim # Debtor Name and Address of Claimant Secured Administrative Priority Unsecured Total Claim To Be Disallowed Filed On 9/1/ (MEW) Creditor $0.00 $0.00 $0.00 $96, $96, Emerson Process Management Disribution Limited - Abu Dhabi John J. Cruciani Husch Blackwell LLP 4801 Main Street, Suite 1000 Kansas City, MO Claim To Be Disallowed (MEW) Creditor $201, $0.00 $0.00 $193, $395, Filed On 8/31/2017 Global Nuclear Fuel - Americas LLC Glenn Reisman, Esq. 12 Old Hollow Rd, Suite B Trumbull, CT Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $27, $27, Filed On 6/6/2017 Hennigan Engineering Co., Inc. Attn Donna 55 Industrial Park Road Hingham, MA Page 3

19 Twenty Sixth Omnibus Objection to Claims (Satisfied Claims) Pg 19 of 28 Schedule 1 Westinghouse Electric Company LLC, et al. Case No Jointly Administered Claim # Debtor Name and Address of Claimant Secured Administrative Priority Unsecured Total Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $10, $10, Filed On 8/23/2017 IX WR 3735 Glen Lake Drive, L.P. Attn Christopher Marcus, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY Claim To Be Disallowed (MEW) Creditor $0.00 $ $0.00 $ $ Filed On 7/17/2017 JN WHITE DESIGNS 129 N CENTER ST PERRY, NY Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $22, $22, Filed On 6/28/2017 Kenexis Consulting Corporation 3366 Riverside Drive Suite 200 Columbus, OH Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $13, $13, Filed On 5/8/2017 Kinectrics North America, Inc. KinectricsNorth America, Inc. 800 Kipling Avenue Unit 2 Toronto, ON M8Z 5G5 Page 4

20 Twenty Sixth Omnibus Objection to Claims (Satisfied Claims) Pg 20 of 28 Schedule 1 Westinghouse Electric Company LLC, et al. Case No Jointly Administered Claim # Debtor Name and Address of Claimant Secured Administrative Priority Unsecured Total Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $12, $231, $244, Filed On 6/2/2017 LEAK TESTING SPECIALISTS INC 5776 HOFFNER AVE STE 304 ORLANDO, FL Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $86, $86, Filed On 4/13/2017 LINEAR AMS INC STARK RD LIVONIA, MI Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $1, $1, Filed On 8/31/2017 Mobile Mini Inc 4646 E Van Buren Street 4th Floor Phoenix, AZ Claim To Be Disallowed (MEW) Creditor $15, $0.00 $0.00 $0.00 $15, Filed On 4/7/2017 MOBILE MINI Inc 4646 E VAN BUREN ST 4TH FLOOR PHOENIX, AZ Page 5

21 Twenty Sixth Omnibus Objection to Claims (Satisfied Claims) Pg 21 of 28 Schedule 1 Westinghouse Electric Company LLC, et al. Case No Jointly Administered Claim # Debtor Name and Address of Claimant Secured Administrative Priority Unsecured Total Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $3, $3, Filed On 8/31/2017 Mobile Mini Inc 4646 E Van Buren St 400 Phoenix, AZ Claim To Be Disallowed (MEW) Original Creditor $0.00 $128, $0.00 $0.00 $128, Filed On 6/19/2017 MSC Industrial Supply Co. c/o Lynne B. Xerras, Esq. Holland and Knight LLP 10 St. James Avenue Boston, MA Claim Transfered To Whitebox Asymmetric Partners, LP 3033 Excelsior Blvd., Ste. 300 Minneapolis, MN % Claim To Be Disallowed (MEW) Original Creditor $0.00 $128, $0.00 $0.00 $128, Filed On 6/19/2017 MSC Industrial Supply Co. c/o Lynne B. Xerras, Esq. Holland and Knight LLP 10 St. James Avenue Boston, MA Claim Transfered To Whitebox Multi-Strategy Partners, LP 3033 Excelsior Blvd., Ste. 300 Minneapolis, MN % Page 6

22 Twenty Sixth Omnibus Objection to Claims (Satisfied Claims) Pg 22 of 28 Schedule 1 Westinghouse Electric Company LLC, et al. Case No Jointly Administered Claim # Debtor Name and Address of Claimant Secured Administrative Priority Unsecured Total Claim To Be Disallowed (MEW) Creditor $0.00 $3, $0.00 $0.00 $3, Filed On 3/19/2018 OREGON DEPARTMENT OF REVENUE 955 CENTER STREET NE SALEM, OR Claim To Be Disallowed (MEW) Creditor $0.00 $ $0.00 $0.00 $ Filed On 1/8/2018 Oregon Department of Revenue 955 Center St NE Salem, OR Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $60, $60, Filed On 5/31/2017 PINNER CLINIC ATTN PEGGY BOWERS 32 RIVER ST PEAK, SC Claim To Be Disallowed (MEW) Creditor $0.00 $30, $0.00 $43, $74, Filed On 12/6/2017 Precision Equipment and Design LLC 2852 Old Airport Road Winnsboro, SC Page 7

23 Twenty Sixth Omnibus Objection to Claims (Satisfied Claims) Pg 23 of 28 Schedule 1 Westinghouse Electric Company LLC, et al. Case No Jointly Administered Claim # Debtor Name and Address of Claimant Secured Administrative Priority Unsecured Total Claim To Be Disallowed (MEW) Creditor $0.00 $45, $0.00 $2, $47, Filed On 8/9/2017 STRAINSERT CO 12 UNION HILL RD CONSHOHOCKEN, PA Claim To Be Disallowed Filed On 4/7/ (MEW) Creditor $0.00 $0.00 $0.00 $370, $370, Technical Diagnostic Management & Operations LLC Trinity Blvd Fort Worth, TX Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $1, $1, Filed On 7/20/2017 TOD THIN BRUSHES INC 1152 STATE RTE 46N RD1 JEFFERSON, OH Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $142, $142, Filed On 4/18/2017 Tri-Tech Electronics, Inc. Tammy Talley 9480 E. Colonial Drive Orlando, FL Page 8

24 Twenty Sixth Omnibus Objection to Claims (Satisfied Claims) Pg 24 of 28 Schedule 1 Westinghouse Electric Company LLC, et al. Case No Jointly Administered Claim # Debtor Name and Address of Claimant Secured Administrative Priority Unsecured Total Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $0.00 $4,733, $4,733, Filed On 11/13/2017 U.S. Nuclear Regulatory Commission Anita Ghosh Rockville Pike Mail Stop O-14A44 Rockville, MD Claim To Be Disallowed (MEW) Creditor $0.00 $0.00 $ $282, $283, Filed On 11/22/2017 Waste Control Specialists LLC Attn David Henderson 5430 LBJ Freeway, Suite 1700 Dallas, TX Page 9

25 Pg 25 of 28 Exhibit B Supporting Declaration

26 Pg 26 of 28 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No (MEW) LLC, et al., Debtors. 1 (Jointly Administered) x DECLARATION OF ROBB C. McWILLIAMS IN SUPPORT OF THE TWENTY-SIXTH OMNIBUS OBJECTION TO CLAIMS (SATISFIED CLAIMS) I, Robb C. McWilliams, declare under penalty of perjury as follows, pursuant to the provisions of 28 U.S.C I am a Managing Director at the firm of AlixPartners, LLP ( AlixPartners ). AlixPartners was retained by debtors and debtors in possession in the abovecaptioned chapter 11 cases (collectively, the Debtors ) as the Debtors restructuring advisor 2 and upon the Effective Date of the Debtors Modified Second Amended Joint Chapter 11 Plan of Reorganization [ECF No. 2986] (the Plan ) has been retained by W Wind Down Co LLC 1 On September 25, 2018, many of the Debtors Chapter 11 Cases were closed pursuant to the Court s Order (I) Consolidating the Administration of Certain Remaining Matters at the Lead Case; (II) Entering a Final Decree Closing Certain Affiliate Cases; and (III) Granting Related Relief [ECF No. 3956]. The Debtors in the remaining 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), Stone & Webster Services LLC (5448), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), and WECTEC Staffing Services LLC (4135). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania Order Pursuant to 11 U.S.C. 105(a) and 363(b) Authorizing Debtors to (I) Employ and Retain AP Services, LLC and (II) Designate Lisa Donahue as Chief Transition and Development Officer Nunc Pro Tunc to the Petition Date [ECF No. 0658].

27 Pg 27 of 28 ( Wind Down Co ) to continue such role in connection with, among other things, the claims reconciliation process. 2. In my current position, I am responsible for the oversight of reconciling and resolving claims. Through the services performed by the AlixPartners personnel as the Debtors restructuring advisors and working very closely with the Debtors and Reorganized Debtors personnel in connection with the claims reconciliation process, I am generally familiar with the Debtors and Reorganized Debtors day-to-day operations, business affairs, and books and records that reflect, among other things, the Debtors and Reorganized Debtors liabilities and the amount thereof owed to the Debtors creditors as of the Petition Date. I have read the Twenty-Sixth Omnibus Objection to Claims (the Objection ) 3 and am familiar with the information contained therein and the exhibits attached thereto. 3. I am authorized to submit this declaration (this Declaration ) in support of the Objection. All matters set forth in this Declaration are based on (a) my personal knowledge; (b) my review of relevant documents and information provided to me by the Debtors, outside counsel, and/or the AlixPartners team; (c) my view, based on my experience and knowledge of the Debtors and Reorganized Debtors operations, books and records, and personnel; and (d) as to matters involving United States bankruptcy law or rules or other applicable laws, my reliance on the advice of counsel or other advisors to Wind Down Co. If called upon to testify, I could and would testify competently to the facts set forth herein. 4. To the best of my knowledge, information and belief, insofar as I have been able to ascertain after reasonable inquiry, considerable time and resources have been expended to 3 Capitalized terms not defined but used herein shall have the meaning ascribed to them in the Objection. 2

28 Pg 28 of 28 ensure a high level of diligence in reviewing and reconciling the proofs of claim filed against the Debtors in these chapter 11 cases. Upon a thorough review of the proofs of claim filed in these chapter 11 cases and supporting documentation thereto, Wind Down Co has determined that each of the Satisfied Claims listed on Schedule 1 was satisfied in full during the Debtors chapter 11 cases. Accordingly, I believe that the Satisfied Claims listed on Schedule 1 to the Proposed Order should be disallowed and expunged in their entirety. 5. Failure to disallow and expunge the Satisfied Claims could result in the relevant claimant receiving an unwarranted recovery against the Debtors, to the detriment of other similarly-situated creditors. Accordingly, I believe that the Court should grant the relief requested in the Objection. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct. Dated January 28, 2019 Respectfully submitted, /s/ Robb C. McWilliams Robb C. McWilliams Managing Director AlixPartners, LLP 3