mew Doc 4180 Filed 01/28/19 Entered 01/28/19 23:52:54 Main Document. Pg 1 of 33

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1 HEARING DATE AND TIME: March 26, 2019 at 11:00 a.m. (Eastern Time) Pg 1 of 33 RESPONSE DEADLINE: March 19, 2019 at 4:00 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-SEVENTH OMNIBUS OBJECTION TO CLAIMS (No Liability Claims) PLEASE TAKE NOTICE that on January 28, 2019 W Wind Down Co LLC ( Wind Down Co ) 2 filed the annexed Twenty-Seventh Omnibus Objection to Claims (No Liability 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 11:00 a.m. (Eastern Time) (the Hearing ) before the Honorable Michael E. Wiles in the United States Bankruptcy Court for 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 33 the Southern District of New York, located at One Bowling Green, New York, New York (the Bankruptcy Court ). The Objection requests that the Bankruptcy Court disallow and expunge the claims listed on Schedule 1 to the Proposed Order, which is attached as Exhibit A to the Objection, on the ground that Wind Down Co had no liability for such claims. 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) as specified 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 4:00 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, 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 4:00 p.m. (Eastern Time). 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 2

3 Pg 3 of 33 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 HEARING DATE AND TIME: March 26, 2019 at 11:00 a.m. (Eastern Time) Pg 4 of 33 RESPONSE DEADLINE: March 19, 2019 at 4:00 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-SEVENTH OMNIBUS OBJECTION TO CLAIMS (No Liability 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 33 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-seventh 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 No Liability 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 2

6 Pg 6 of 33 confirmed Modified Second Amended Joint Chapter 11 Plan of Reorganization [ECF No. 2986] (the Plan ) 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 2 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms in the Plan. 3

7 Pg 7 of 33 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 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 No Liability Claims because such claims are either (a) claims that seek recovery of amounts for which the Debtors are not liable, (b) claims that have been fully satisfied by payment in full by the Debtors, or (c) claims that are not reflected in the Debtors books and records and such claimants failed to provide sufficient supporting documentation to support the amount or asserted priority of the claim. Objection 10. Wind Down Co has examined each No Liability Claim and determined that each claim under the heading Claim to be Disallowed on Schedule 1 asserts a claim against the Debtors for which the Debtors and Wind Down Co have no liability. 11. In accordance with the Plan and Confirmation Order, Wind Down Co seeks entry of the Proposed Order disallowing and expunging the No Liability Claims from the claims register. Doing so will ensure that the claims register is accurate and does not inaccurately overstate the Debtors liabilities and will expedite recoveries to creditors by reducing the cash 4

8 Pg 8 of 33 reserve funded for distributions to holders of claims that are neither allowed nor disallowed or disputed in these cases. The amount of funds reserved for the No Liability Claims will revert to the Segregated Account for the benefit of allowed Class 3A General Unsecured Claims. The No Liability Claims Should Be Disallowed 12. 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). 13. 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). 14. As set forth in the Supporting Declaration, the No Liability Claims are largely protective claims that were in most instances filed early in the Debtors chapter 11 cases to protect claimants in the event that their rights were impacted by the cases, including if the contract between the parties was rejected. In accordance with Paragraph 25 of the Confirmation Order, on the Effective Date the Debtors assumed certain contracts with such claimants by listing them on the Debtors Revised Schedule of Assumed Contracts and Schedule of Assigned Contracts [ECF No. 3624]. In accordance with the Plan and Confirmation Order, Wind Down Co 5

9 Pg 9 of 33 paid and satisfied all prepetition cures amounts. Additionally, pursuant to Sections 1.92 and 5.3(e) of the Plan, prepetition pension plans were assumed as of the Effective Date. 15. As set forth in more detail on Schedule 1 to the Proposed Order, Wind Down Co objects to forty-two (42) No Liability Claims because the Debtors have determined that the obligations asserted in the No Liability Claims either (a) seek recovery of amounts for which the Debtors are not liable, (b) have been fully satisfied by payment in full by the Debtors, or (c) are not reflected in the Debtors books and records and failed to provide sufficient supporting documentation to support the amount or asserted priority of the Claim. The specific grounds for the finding of No Liability are included on Schedule 1 to the Proposed Order. Accordingly, to prevent an unwarranted recovery by the claimants asserting the No Liability Claims to the detriment of other creditors, Wind Down Co requests that the Court disallow and expunge the No Liability Claims in their entirety on the ground that Wind Down Co has no liability therefor. Reservation of Rights 16. Wind Down Co reserves all rights with respect to the No Liability 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 17. 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, 6

10 Pg 10 of 33 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. 18. No previous request for the relief sought herein has been made to this or any other Court. 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 33 Exhibit A Proposed Order

12 Pg 12 of 33 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-SEVENTH OMNIBUS OBJECTION TO CLAIMS (No Liability Claims) Upon the Twenty-Seventh Omnibus Objection to Claims (No Liability 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 33 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 11:00 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 the 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 No Liability 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 claim not listed on Schedule 1 that was filed by the claimants that filed the No Liability Claims; 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 33 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 33 Schedule 1 No Liability Claims

16 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 16 of 33 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 $5, $7, Filed On: 7/24/2017 AAF INTERNATIONAL 9920 CORPORATE CAMPUS SUITE 2200 LOUISVILLE, KY Claim To Be Disallowed (MEW) Original Creditor: $0.00 $141, $0.00 $725, $867, Filed On: 8/10/2017 AIRGAS USA LLC 2015 VAUGHN RD, BLDG 400 KENNESAW, GA Claim Transfered To: ZA Credit, L.L.C. Corporation Trust Center 1209 Orange Street Wilmington, DE % Claim To Be Disallowed (MEW) Creditor: $0.00 $0.00 $0.00 $104, $104, Filed On: 8/31/2017 Airgas USA LLC Brenda Hirth 2015 Vaughn Rd, Bldg 400 Kennesaw, GA Page 1

17 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 17 of 33 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 $76, $76, Filed On: 3/21/2018 Airgas USA, LLC Brenda Hirth 2015 Vaughn Rd, Bldg 400 Kennesaw, GA Claim To Be Disallowed (MEW) Creditor: $0.00 $25, $0.00 $0.00 $25, Filed On: 12/20/2017 Canon Financial Services, Inc. Irene S. Giuseppini 158 Gaither Drive P.O.Box 5008 Mt. Laurel, NJ Claim To Be Disallowed (MEW) Creditor: $0.00 $16, $0.00 $0.00 $16, Filed On: 12/20/2017 Canon Financial Services, Inc. Irene S. Giuseppini 158 Gaither Drive, Suite 200 P.O. Box 5008 Mt. Laurel, NJ Claim To Be Disallowed (MEW) Creditor: $148, $22, $0.00 $0.00 $171, Filed On: 8/30/2017 Canon Financial Services, Inc. Howard N. Sobel, P.A. 507 Kresson Road Voorhees, NJ Page 2

18 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 18 of 33 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 $207,584, $207,584, Filed On: 8/15/2017 Combined Nuclear Pension Plan Mr. Steve Hayton, CNPP Building 587 Curie Ave. Harwell Oxford, Didcot OX11 0RH Claim pursuant to prepetition pension plan that has been assumed by the Reorganized Debtors; no remaining liability for estates. Claim To Be Disallowed Filed On: 8/31/ (MEW) Creditor: $0.00 $1, $0.00 $0.00 $1, CRG Financial LLC (As Assignee of Frier Custom Manufacturing Inc.) CRG Financial LLC 100 Union Avenue Cresskill, NJ No liability - duplicative claim. Claim To Be Disallowed Filed On: 8/31/ (MEW) Creditor: $0.00 $10, $0.00 $0.00 $10, CRG Financial LLC (As Assignee of Frier Custom Manufacturing Inc.) CRG Financial LLC 100 Union Avenue Cresskill, NJ No liability - duplicative claim. Page 3

19 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 19 of 33 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: 5/18/ (MEW) Creditor: $0.00 $28, $0.00 $0.00 $28, CRG Financial LLC (As Assignee of Global Chem-Feed Solutions LLC) CRG Financial LLC 100 Union Avenue Cresskill, NJ Claim To Be Disallowed (MEW) Creditor: $0.00 $0.00 $0.00 $ $ Filed On: 5/2/2017 CT Corporation CT Corporation System P.O. Box 4349 Carol Stream, IL Claim To Be Disallowed (MEW) Creditor: $0.00 $35, $0.00 $0.00 $35, Filed On: 10/4/2017 ELECTRICAL EQUIPMENT COMPANY C/O DONNA MICHELL 1440 DIGGS DRIVE Raleigh, NC Claim To Be Disallowed (MEW) Creditor: $0.00 $4, $0.00 $14, $18, Filed On: 12/8/2017 ENERGY STEEL AND SUPPLY CO ATTN PAMELA LOCKWOOD 3123 JOHN CONLEY DR LAPEER, MI Page 4

20 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 20 of 33 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 $1,000, $1,000, Filed On: 9/1/2017 Feldon Barlow The Cox Pradia Law Firm, PLLC 1412 North Loop West, Suite 200 Houston, TX Claimant has not provided any supporting documentation and the company's books and records reflect no liability with respect to this claim. Claim To Be Disallowed (MEW) Creditor: $0.00 $0.00 $0.00 $10,860, $10,860, Filed On: 9/1/2017 Florida Power and Light Company Rachel Budke, Esq. 700 Universe Blvd Law Department Juno Beach, FL Claim relates to executory contract which has been assumed and all cure obligations have been satisfied. Claim To Be Disallowed Filed On: 10/8/ (MEW) Creditor: $0.00 $63, $0.00 $0.00 $63, General Equipment and Supply Company Attn Gregory J. English c/o WYCHE, a Professional Association PO Box 728 Greenville, SC Request for payment of administrative expense claim filed after the Administrative Expense Claim Bar Date (Late Filed Claim). Page 5

21 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 21 of 33 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) Original Creditor: $0.00 $0.00 $0.00 $25, $25, Filed On: 2/8/2018 Global Chem-Feed Solutions William J. Herbert 2015 Stout Dr Warminster, PA Claim Transfered To: CRG Financial LLC 100 Union Ave Cresskill, NJ % Claim To Be Disallowed (MEW) Creditor: $0.00 $0.00 $0.00 $70, $70, Filed On: 8/30/2017 Gregory Electric Company, Inc College Street Columbia, SC Claimant has failed to provide any supporting documentation establishing (i) liability against the Company or (ii) any contractual relationships between the Company and claimant. Claim To Be Disallowed (MEW) Creditor: $0.00 $0.00 $0.00 $16, $16, Filed On: 8/30/2017 Gregory Electric Company, Inc. Denise Dunlap 2124 College Street Columbia, SC Claimant has failed to provide any supporting documentation establishing (i) liability against the Company or (ii) any contractual relationships between the Company and claimant. Page 6

22 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 22 of 33 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 $33, $33, Filed On: 9/1/2017 Gregory Electric Company, Inc. Denise Dunlap 2124 College Street Columbia, SC Claimant has failed to provide any supporting documentation establishing (i) liability against the Company or (ii) any contractual relationships between the Company and claimant. Claim To Be Disallowed (MEW) Creditor: $0.00 $26, $0.00 $0.00 $26, Filed On: 4/23/2018 HICKMAN ELECTRIC 104 ATLANTIC AVE ELIZABETH, PA Claim To Be Disallowed (MEW) Creditor: $741, $4,651, $0.00 $832, $6,224, Filed On: 5/15/2017 IBM Credit LLC Attn Bankruptcy Coordinator IBM Corp 275 Viger East Montreal, QC H2X 3R7 Page 7

23 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 23 of 33 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 $ Filed On: 8/11/2017 INVESTIP PO BOX 418 HANOI, Claim To Be Disallowed (MEW) Creditor: $0.00 $ $0.00 $0.00 $ Filed On: 8/31/2018 Iron Mountain Information Management, LLC Joseph P. Corrigan, Esq. One Federal Street Boston, MA Company s books and records reflect no liability with respect to this claim. Claim To Be Disallowed (MEW) Creditor: $0.00 $1, $0.00 $0.00 $1, Filed On: 8/31/2018 Iron Mountain Information Management, LLC Joseph P. Corrigan, Esq. One Federal Street Boston, MA Company s books and records reflect no liability with respect to this claim. Claim To Be Disallowed (MEW) Creditor: $0.00 $68, $0.00 $0.00 $68, Filed On: 8/31/2018 Iron Mountain Information Management, LLC Joseph P. Corrigan, Esq. One Federal Street Boston, MA Company s books and records reflect no liability with respect to this claim. Page 8

24 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 24 of 33 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 relates to unexpired lease that has been assumed and all cure obligations satisfied. Claim To Be Disallowed (MEW) Creditor: $0.00 $0.00 $0.00 $63, $63, Filed On: 10/17/2017 Krem Group, LLC Ryan Wiese 120 East FM 544, Suite 72 Murphy, TX Protective claim associated with Debtor's performance of contract, and all obligations thereunder have been satisfied; no remaining liability. In the alternative, no liability because proof of claim was filed after the Claims Bar Date late filed claim. Claim To Be Disallowed (MEW) Creditor: $0.00 $0.00 $0.00 $0.00 $0.00 Filed On: 7/25/2017 neolab Migge Laborbedarf-Vertriebs Rischerstr. 7-9 Heidelberg, Claimant has not provided any supporting documentation and the company's books and records reflect no liability with respect to this claim. Page 9

25 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 25 of 33 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: 8/30/ (MEW) Creditor: $0.00 $0.00 $0.00 $124,350, $124,350, Nuclear Decomissioning Authority (UK) Michael Glass, Head Of Revenue Herdus House, Westlakes Technology and Science Park Moor Row Cumbria, CA24 3HU Protective claim against parent guarantor; underlying obligations of primary obligor have been and continue to be performed with no liability triggered against parent guarantor. Claim To Be Disallowed (MEW) Creditor: $0.00 $3, $0.00 $0.00 $3, Filed On: 3/20/2018 Oregon Department of Revenue 955 Center St NE Salem, OR No liability duplicative claim. Claim To Be Disallowed (MEW) Creditor: $0.00 $ $0.00 $0.00 $ Filed On: 7/11/2017 SEL SALES INC 8780 TECHNOLOGY WAY Reno, NV Page 10

26 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 26 of 33 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: 9/25/ (MEW) Creditor: $0.00 $0.00 $2, $0.00 $2, South Carolina Department of Health and Environmental Control Office of General Counsel - SC DHEC 2600 Bull Street Columbia, SC Claim To Be Disallowed (MEW) Creditor: $0.00 $74, $0.00 $0.00 $74, Filed On: 2/16/2018 State of New Jersey Department of Labor and Workforce Development Division of Employer Accounts PO Box 379 Trenton, NJ Claim To Be Disallowed (MEW) Original Creditor: $0.00 $3, $0.00 $367, $370, Filed On: 8/30/2017 Stratton Transport and Contracting, Inc Washington Road Evans, GA Claim Transfered To: Contrarian Funds, LLC 411 West Putnam Ave., Suite 425 Greenwich, CT % Page 11

27 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 27 of 33 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 $5,000, $5,000, Filed On: 8/30/2017 Svensk Karnbranslehantering AB Anders Ingman Box 3091 Evenemangsgatan Stockholm, SE Protective claim against parent guarantor; underlying obligations of primary obligor have been and continue to be performed with no liability triggered against parent guarantor. Claim To Be Disallowed Filed On: 3/5/ (MEW) Creditor: $0.00 $7, $0.00 $0.00 $7, Tarrant County Elizabeth Weller, Laurie A Spindler Linebarger Goggan Blair & Sampson, LLP 2777 N. Stemmons Frwy Ste 1000 Dallas, TX Claim To Be Disallowed (MEW) Creditor: $0.00 $8, $0.00 $0.00 $8, Filed On: 7/27/2017 Theresa A Gebhardt / Plus Technologies LLC 8719 Boehning Lane Indianapolis, IN Claim relates to software license that was discontinued in April 2016, almost a year prior to the Petition Date, and the Page 12

28 Twenty Seventh Omnibus Objection to Claims (No Liability Claims) Pg 28 of 33 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 $800, $800, Filed On: 9/1/2017 Tonya Gearheart 5633 Hooks Road Millen, GA Company's books and records reflect no liability with respect to this claim; U.S. Department of Labor entered Decision and Order Dismissing Claim, dated January 8, Claim To Be Disallowed (MEW) Creditor: $0.00 $0.00 $0.00 $10,366, $10,366, Filed On: 8/29/2017 Union Electric Company d/b/a Ameren Missouri John J. Hall 600 Washington Avenue, Suite 2500 St. Louis, MO Claim relates to executory contract that has been assumed and all cure obligations satisfied. Claim To Be Disallowed (MEW) Creditor: $0.00 $0.00 $0.00 $13,719, $13,719, Filed On: 8/29/2017 United States Enrichment Corporation Steven H. Warren OMelveny & Myers LLP 400 S. Hope Street Los Angeles, CA Claim relates to executory contract that has been assumed and all cure obligations satisfied. Page 13

29 Pg 29 of 33 Exhibit B Supporting Declaration

30 Pg 30 of 33 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-SEVENTH OMNIBUS OBJECTION TO CLAIMS (NO LIABILITY 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].

31 Pg 31 of 33 ( 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-Seventh 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

32 Pg 32 of 33 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 the holders of each of the No Liability Claims listed on Schedule 1 (a) seek recovery of amounts for which the Debtors are not liable, (b) have been paid in full by the Debtors, (c) assert amounts that are not reflected in the Debtors books and records, or (d) have failed to provide sufficient documentation to support the amount or asserted priority of the No Liability Claim. The specific grounds for the finding of No Liability are included on Schedule 1 to the Proposed Order, and incorporated herein as if fully set forth herein. Accordingly, I believe that the No Liability Claims listed on Schedule 1 to the Proposed Order should be disallowed and expunged in their entirety. 5. Failure to disallow and expunge the No Liability 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. [Remainder of page intentionally left blank.] 3

33 Pg 33 of 33 and correct. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true Dated: January 28, 2019 Respectfully submitted, /s/ Robb C. McWilliams Robb C. McWilliams Managing Director AlixPartners, LLP 4