scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 1 of 39

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1 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 1 of 39 TOGUT, SEGAL & SEGAL LLP One Penn Plaza Suite 3335 New York, New York (212) Albert Togut Frank A. Oswald Kyle J. Ortiz Brian F. Moore Edward D. Wu Counsel to the Debtors and Debtors in Possession Hearing Date: January 24, 2019 at 11:00 a.m. (EST) Objection Deadline: January 18, 2019 at 12:00 noon (EST) UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re: : Chapter 11 : TOISA LIMITED, et al., : Case No (SCC) : Debtors. 1 : (Jointly Administered) : x DEBTORS MOTION FOR AN ORDER APPROVING (I) THE DISCLOSURE STATEMENT FOR THE FIRST AMENDED JOINT PLAN OF LIQUIDATION FOR TOISA LIMITED AND CERTAIN OF ITS AFFILIATES; (II) THE FORM AND MANNER OF THE DISCLOSURE STATEMENT HEARING NOTICE; (III) CERTAIN KEY DATES RELATING TO CONFIRMATION OF THE PLAN; (IV) PROCEDURES FOR SOLICITATION; (V) FORMS OF BALLOTS AND NOTICES; (VI) PROCEDURES FOR TABULATION OF VOTES; AND (VII) PROCEDURES FOR NOTICE OF THE CONFIRMATION HEARING AND OBJECTIONS TO CONFIRMATION OF THE PLAN TO THE HONORABLE SHELLEY C. CHAPMAN, UNITED STATES BANKRUPTCY JUDGE: 1 The Debtors in these chapter 11 cases are as follows: Trade Prosperity, Inc.; Toisa Limited; United Courage, Inc.; Trade Vision, Inc.; United Journey, Inc.; United Kalavryta, Inc.; Trade Sky, Inc.; Trade Industrial Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc.

2 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 2 of 39 TABLE OF CONTENTS Page TABLE OF AUTHORITIES... iii JURISDICTION AND VENUE...2 BACKGROUND...2 A. The Chapter 11 Cases...2 B. The Plan and the Disclosure Statement...4 RELIEF REQUESTED...8 BASIS FOR RELIEF...9 A. The Disclosure Statement Provides Adequate Information Under Section 1125 and Should Be Approved...9 B. The Form and Procedures for Notice of the Disclosure Statement Hearing Provide Sufficient Notice and Should be Approved...12 C. The Plan Confirmation Schedule Complies with the Bankruptcy Code, Bankruptcy Rules, and the Local Rules and Should Be Approved...14 D. The Solicitation Packages and the Solicitation Procedures Comply with the Bankruptcy Code, Bankruptcy Rules, and Local Bankruptcy Rules and Should Be Approved...18 E. The Forms of Ballots Comply with the Bankruptcy Rules and Should Be Approved...22 F. The Tabulation Procedures Should Be Approved...24 G. The Notice Procedures for Confirmation of the Plan Provide Sufficient Notice and Should Be Approved...29 H. The Procedures for Objecting to the Plan are Adequate and Should Be Approved I. The Debtors Should be Authorized to Make Non-Substantive Modifications to the Solicitation Package in the Interests of Judicial Economy NO PRIOR REQUEST...32 i

3 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 3 of 39 NOTICE...33 CONCLUSION...33 ii

4 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 4 of 39 TABLE OF AUTHORITIES CASES Page In re Adelphia Communications Corp., 352 B.R. 592 (Bankr. S.D.N.Y. 2006)...9 In re Copy Crafters Quickprint, Inc., 92 B.R. 973 (Bankr. N.D.N.Y. 1988)...11 Kirk v. Texaco, Inc., 82 B.R. 678, 682 (S.D.N.Y. 1988)...10 Menard-Sanford v. Mabey (In re A.H. Robins Co., Inc.),, 880 F.2d 694 (4th Cir. 1989)...10 In re Momentum Manufacturing Corp., 25 F.3d 1132 (2d Cir. 1994)...9 In re Phoenix Petroleum Co., 278 B.R. 385 (Bankr. E.D. Pa. 2001)...11 In re Radco Properties, Inc., 402 B.R. 666 (Bankr. E.D.N.C. 2009)...9 In re Scioto Valley Mortgage Co., 88 B.R. 168 (Bankr. S.D. Ohio 1988)...11 In re Source Enterprises Inc., No (AJG), 2007 Bankr. LEXIS (Bankr. S.D.N.Y. July 31, 2007)...11 Texas Extrusion Corp., 844 F.2d 1142 (5th Cir. 1988)...10 In re WorldCom, Inc., No. M-47 HB, 2003 WL (Bankr. S.D.N.Y. June 30, 2003)...9 STATUTES AND RULES Bankr. S.D.N.Y. L.R (a)...17 Fed. R. Bankr. P. 2002(b)... Passim Fed. R. Bankr. P. 2002(l) iii

5 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 5 of 39 Fed. R. Bankr. P. 3017(a)... 12, 13 Fed. R. Bankr. P. 3017(c)...16, 17 Fed. R. Bankr. P. 3017(d)... Passim Fed. R. Bankr. P. 3018(a)... Passim Fed. R. Bankr. P. 3018(c)...24 Fed. R. Bankr. P. 3020(b)(1) U.S.C. 1125(a)(1)...9, U.S.C. 1125(b) U.S.C. 1126(c) U.S.C. 1126(f) U.S.C. 1128(a)...17 OTHER H.R. Rep , at (1977)...10 EXHIBITS Exhibit A Exhibit B Exhibit C-1 Exhibit C-2 Exhibit D-1 Exhibit D-2 Exhibit D-3 Exhibit D-4 Exhibit D-5 Exhibit D-6 Exhibit D-7 Exhibit D-8 Exhibit D-9 Exhibit D-10 Exhibit D-11 Exhibit D-12 Exhibit D-13 Exhibit D-14 Exhibit D-15 Exhibit D-16 Proposed Disclosure Statement Approval Order Disclosure Statement Hearing Notice Notice of Non-Voting Accepting Status Notice of Non-Voting Rejecting Status Ballot for Class 2 Existing Citi Tanker Secured Claims Ballot for Class 3 Existing Commerzbank I Secured Claims Ballot for Class 4 Existing Commerzbank II Secured Claims Ballot for Class 5 Existing Credit Agricole Tanker Secured Claims Ballot for Class 6 Existing NBG Secured Claims Ballot for Class 7 Existing DNB Tanker Secured Claims Ballot for Class 12 Existing DVB Guarantee Claim Ballot for Class 13 Existing Danish Ship Offshore Guarantee Secured Claims Ballot for Class 14 Existing Citizens I Secured Claims Ballot for Class 15 Existing Citi Offshore Secured Claims Ballot for Class 16 Existing Citizens II Secured Claims Ballot for Class 17 Existing Commonwealth Bank of Australia Secured Claims Ballot for Class 18 Existing DNB Offshore Secured Claims Ballot for Class 19 Existing ING Offshore Secured Claims Ballot for Class 20 Existing Wells Fargo Secured Claims Ballot for Class 21 Existing BNP Secured Claims iv

6 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 6 of 39 Exhibit D-17 Exhibit D-18 Exhibit D-19 Exhibit D-20 Exhibit D-21 Exhibit D-22 Exhibit D-23 Exhibit D-24 Exhibit D-25 Exhibit E Ballot for Class 22 Existing Credit Agricole Offshore Secured Claims Ballot for Class 23 Existing Danish Ship Offshore Secured Claims Ballot for Class 24 Existing DVB Secured Claims Ballot for Class 25 Newbuild Tanker Credit Facility Secured Claims Ballot for Class 26 G550 Airplane Credit Facility Claims Ballot for Class 27 Secured Lenders Toisa GUCs Ballot for Class 28 T&T General Unsecured Claims Ballot for Class 29 Class 29 General Unsecured Claims Ballot for Class 30 Personal Injury Claims Confirmation Hearing Notice v

7 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 7 of 39 Toisa Limited ( Toisa ) 2 and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ), hereby submit this motion (the Motion ), pursuant to sections 105, 1125, 1126, 1128, and 1129 of title 11 of the United States Code (the Bankruptcy Code ), Rules 2002, 3017, 3018, 3020, and 9006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rules , , and of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules ), for entry of an order, substantially in the form attached hereto as Exhibit A (the Disclosure Statement Approval Order ): (i) approving the form and contents of the Debtors Disclosure Statement for the First Amended Joint Plan of Liquidation for Toisa Limited and Certain of its Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, dated December 21, 2018 (as may be amended, modified, or supplemented from time to time, the Disclosure Statement ); (ii) approving the form and manner of notice of the hearing on the Disclosure Statement; (iii) approving certain key dates (the Plan Confirmation Schedule ) relating to confirmation of the First Amended Joint Plan of Liquidation for Toisa Limited and Certain of its Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, dated December 21, 2018 (as may be amended, modified, or supplemented from time to time, the Plan ); (iv) establishing procedures for solicitation of votes to accept or reject the Plan (the Solicitation Procedures ); (v) approving the forms of ballots, substantially in the form attached hereto (the Ballots ), and notices to be distributed in connection with solicitation; (vi) establishing procedures for tabulation of votes to accept or reject the Plan (the Tabulation Procedures ); and (vii) approving procedures for notice of a 2 Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan (as defined below). 1

8 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 8 of 39 confirmation hearing (the Confirmation Hearing ) and filing objections to confirmation of the Plan. The Debtors, by and through their undersigned counsel, respectfully represent: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Motion under 28 U.S.C. 157 and This is a core proceeding under 28 U.S.C. 157(b). Venue of these cases and this Motion in this District is proper under 28 U.S.C and The statutory predicates for the relief requested herein are sections 105, 1125, 1126, and 1128 of the Bankruptcy Code, Bankruptcy Rules 2002, 3016, 3017, 3018, 3020, and 9006, and Local Bankruptcy Rules , , and BACKGROUND A. The Chapter 11 Cases 3. On January 29, 2017 (the Petition Date ), the Debtors each filed a petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors chapter 11 cases (the Chapter 11 Cases ) have been consolidated for procedural purposes only and are being jointly administered. 4. Toisa is the ultimate parent of each of the other Debtors in these Chapter 11 Cases. At the commencement of these Chapter 11 Cases, Toisa was also an operating company that directly owned 23 offshore vessels. Toisa s registered office is at Clarendon House, 2 Church Street, Hamilton, Bermuda. 5. In addition to owning 23 vessels, as of the Petition Date, Toisa directly owned six Debtors, each of which owned a single vessel (three offshore vessels and three tankers). Toisa also owns the Debtor holding company, Trade & Transport, Inc. ( T&T ), which directly owns 17 Debtors, each of which owned a single vessel (ten 2

9 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 9 of 39 tankers and seven bulkers) at the commencement of these Chapter 11 Cases. Gregory Callimanopulos is the ultimate beneficial owner of each of the Debtors. 6. The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 7. On May 18, 2017, the United States Trustee for the Southern District of New York appointed the Official Committee of Unsecured Creditors (the Creditors Committee ). No trustee or examiner has been appointed in the Debtors Chapter 11 Cases. 8. An Informal Committee of Secured Lenders (the Informal Committee ) was also formed, consisting of the following lenders: BNP Paribas S.A.; Citibank Europe PLC UK Branch; Citibank N.A. London Branch; Commerzbank AG; Commonwealth Bank of Australia; Credit Agricole Corporate and Investment Bank; Danish Ship Finance A/S; DNB (UK) Limited; DVB Bank America N.V.; Export-Import Bank of China; HSH Nordbank AG; ING Bank N.V., London Branch; National Bank of Greece S.A.; Royal Bank of Scotland plc; and Unicredit Bank AG. 9. On June 9, 2017, this Court entered an order approving the Debtors motion to establish procedures for filing proofs of claim in the Chapter 11 Cases [Dkt. No. 198] (the Bar Date Order ). The Bar Date Order established, among other things, (a) August 8, 2017 at 5:00 p.m. as the deadline for certain creditors to file proofs of claim against the Debtors (the General Bar Date ); and (b) July 28, 2017 at 5:00 p.m. as the deadline for governmental units to file proofs of claim (the Governmental Bar Date ). 10. On December 31, 2017, the Debtors filed a motion seeking approval of a term sheet memorializing the agreements reached at formal mediation sessions in London (the 9019 Motion ) [Dkt. No. 416]. The parties agreed, among other things, to 3

10 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 10 of 39 make certain governance changes, including appointing Jonathan Joff Mitchell of Zolfo Cooper Management, LLC ( Zolfo Cooper ) as Chief Restructuring Officer ( CRO ). 11. On January 22, 2018, this Court entered an order approving the 9019 Motion (the 9019 Order ) [Dkt. No. 457] and an order approving Mr. Mitchell s appointment and retaining Zolfo Cooper [Dkt. No. 458]. Mr. Mitchell became the Debtors CRO effective on January 29, See Dkt. Nos. 457, 458. On January 31, 2018, the Debtors filed a notice confirming that the corporate governance changes pursuant to the 9019 Order had been implemented. See Dkt. No A detailed description of the Debtors operations, including their corporate and capital structure, is set forth in the Disclosure Statement. B. The Plan and the Disclosure Statement 13. Contemporaneously with the filing of this Motion, the Debtors will file the Disclosure Statement and certain exhibits thereto, including the Plan. The purpose of the Plan is to allow the Debtors to liquidate all of their assets and address their liabilities in an orderly manner. The Plan provides for the distribution of substantially all of the Debtors assets, including proceeds from the completed, ongoing and future sale or assignment of substantially all of the Debtors assets, including the Oceangoing Vessels, the Offshore Vessels, the G-IV Aircraft, and the Newbuild Contracts. The proceeds from these sales have been and will continue to be used to pay down the Debtors prepetition secured indebtedness, fund the ongoing wind-down costs of the Chapter 11 Cases and fund distributions under the Plan, including payment of the Secured Lenders Superpriority Claims. The Plan also provides that the Plan 4

11 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 11 of 39 Administrator will continue to liquidate and wind down any remaining assets of the Debtors not sold prior to the Effective Date The Debtors believe that the liquidation contemplated by the Plan is in the best interests of its creditors as a whole. If the Plan is not confirmed, the Debtors believe that they will be forced to liquidate in a manner that will likely result in litigation with its various creditors. In that event, it is likely that creditors would realize substantially lower recoveries on account of their Allowed Claims. 15. The Plan is the product of negotiations between the Debtors and certain of the Debtors prepetition secured lenders (collectively, the Prepetition Lenders ), the Informal Committee, and the Creditors Committee. As described further below, the Plan addresses the Debtors liabilities, including those arising under the Debtors prepetition secured credit facilities (collectively, the Secured Credit Facilities ). The Debtors, however, are still in the process of reaching agreement with their various creditors and stakeholders on certain matters, including the amount of certain Allowed Claims and the terms of certain releases. Therefore, the Debtors anticipate that the Plan will be further amended prior to the Disclosure Statement Hearing. The Debtors will seek to expeditiously confirm and consummate the Plan for the benefit of all stakeholders. 3 The Debtors retain the right, with the consent of the Informal Committee and the affected Secured Lender, to enter into any alternative restructuring transaction, including (i) a merger, consolidation, business combination, recapitalization, or refinancing of any of the Debtors (in one or a series of related transactions) on terms other than as set forth in the Plan, or (ii) the issuance, sale, transfer, exchange, or other disposition by any of the Debtors of any equity interests (other than common stock or equity interests issued in respect of any employee stock or unit options). 5

12 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 12 of For the convenience of the Court and other parties in interest, the following is a summary of the Plan Confirmation Schedule: 4 Event Proposed Date 5 Voting Record Date January 17, 2019 Deadline for Objections to Disclosure Statement Deadline for Replies to Objections to Disclosure Statement Disclosure Statement Hearing Date January 18, 2019 at 12:00 noon January 22, 2019 January 24, 2019 at 11:00 a.m. Solicitation Commencement January 31, 2019 Voting Deadline Deadline for Objections to Confirmation March 4, 2019 at 4:00 p.m. March 4, 2019 at 4:00 p.m. Voting Certification Deadline March 7, 2019 Deadline for Replies to Objections to Confirmation Confirmation Hearing March 12, 2019 March 14, 2019 at 11:00 a.m. 4 All dates in this table and elsewhere in this Motion are proposed dates that have not been approved by the Court as of the date hereof. At the Disclosure Statement Hearing (as defined below), the Debtors will request that the Court set the following dates and deadlines: (i) a deadline for the appropriate parties to vote to accept or reject the Plan; (ii) a deadline for parties in interest to file objections to Plan confirmation; (iii) a voting certification deadline; (iv) a deadline for the Debtors to file a reply (or replies, as the case may be) to objections to Plan confirmation; and (v) a hearing to consider confirmation of the Plan. 5 Unless otherwise specified, the proposed deadlines listed herein will be 11:59 p.m. on the date listed. All times noted are prevailing Eastern Time. 6

13 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 13 of The Plan classifies claims against and interests in the Debtors into thirty-three (33) separate Classes as follows: Class Designation Impairment Entitled to Vote Class 1 Other Priority Claims Unimpaired No (deemed to accept) Class 2 Existing Citi Tanker Secured Claims Impaired Yes Class 3 Existing Commerzbank I Secured Claims Impaired Yes Class 4 Existing Commerzbank II Secured Impaired Yes Claims Class 5 Existing Credit Agricole Tanker Secured Impaired Yes Claims Class 6 Existing NBG Secured Claims Impaired Yes Class 7 Existing DNB Tanker Secured Claims Impaired Yes Class 8 Existing Danish Ship Tanker Secured Claims Unimpaired No (deemed to accept) Class 9 Existing ING Bulker Secured Claims Unimpaired No (deemed to accept) Class 10 Existing Danish Ship Bulker Secured Claims Unimpaired No (deemed to accept) Class 11 Secured Lenders SPV Deficiency Claims Impaired No (deemed to reject) Class 12 Existing DVB Guarantee Claim Impaired Yes Class 13 Existing Danish Ship Offshore Impaired Yes Guarantee Secured Claims Class 14 Existing Citizens I Secured Claims Impaired Yes Class 15 Existing Citi Offshore Secured Claims Impaired Yes Class 16 Existing Citizens II Secured Claims Impaired Yes Class 17 Existing Commonwealth Bank of Impaired Yes Australia Secured Claims Class 18 Existing DNB Offshore Secured Claims Impaired Yes Class 19 Existing ING Offshore Secured Claims Impaired Yes Class 20 Existing Wells Fargo Secured Claims Impaired Yes Class 21 Existing BNP Secured Claims Impaired Yes Class 22 Existing Credit Agricole Offshore Impaired Yes Secured Claims Class 23 Existing Danish Ship Offshore Secured Impaired Yes Claims Class 24 Existing DVB Secured Claims Impaired Yes Class 25 Newbuild Tanker Credit Facility Secured Claims Impaired Yes 7

14 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 14 of 39 Class Designation Impairment Entitled to Vote Class 26 G550 Airplane Credit Facility Claims Impaired Yes Class 27 Secured Lenders Toisa GUCs Impaired Yes Class 28 T&T General Unsecured Claims Impaired Yes Class 29 Class 29 General Unsecured Claims Impaired Yes Class 30 Personal Injury Claims Impaired Yes Class 31 Intercompany Claims Impaired No (deemed to reject) Class 32 Interests in Toisa Impaired No (deemed to reject) Class 33 Intercompany Interests in Other Debtors Impaired No (deemed to reject) Pursuant to the Plan, Classes 2, 3, 4, 5, 6, 7, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, and 30 (the Voting Classes ) are the only classes entitled to vote on the Plan. Classes 1, 8, 9, and 10 (the Non-Voting Accepting Classes ) are unimpaired under the Plan and, hence, deemed to accept the Plan. Classes 11, 31, 32, and 33 (the Non-Voting Rejecting Classes, and together with the Non-Voting Accepting Classes, the Non-Voting Classes ) are deemed to reject the Plan by operation of law and are not entitled to vote to accept or reject the Plan. The Solicitation Procedures set forth the manner in which a Holder of a Claim in a Voting Class is entitled to vote. RELIEF REQUESTED 18. By this Motion, the Debtors respectfully request that the Court approve (i) the Disclosure Statement as providing adequate information within the meaning of section 1125(a) of the Bankruptcy Code; (ii) the form and manner of a notice of a hearing on the Disclosure Statement; (iii) the Plan Confirmation Schedule; (iv) the Solicitation Procedures; (v) the forms of ballots and notices to be distributed in connection with solicitation; (vi) the Tabulation Procedures; and (vii) procedures for notice of the Confirmation Hearing and filing objections to confirmation of the Plan, all as more fully set forth herein. 8

15 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 15 of 39 BASIS FOR RELIEF A. The Disclosure Statement Provides Adequate Information Under Section 1125 and Should Be Approved 19. Section 1125 of the Bankruptcy Code provides that before a debtor may solicit votes on a chapter 11 plan, it must provide its creditors with a disclosure statement that is approved, after notice and a hearing, by the court as containing adequate information. 11 U.S.C. 1125(b). Section 1125 of the Bankruptcy Code defines adequate information as: 11 U.S.C. 1125(a)(1). [i]nformation of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtor s books and records... that would enable... a hypothetical investor of the relevant class to make an informed judgment about the plan. 20. A disclosure statement must, as a whole, provide information that is reasonably practicable to permit an informed judgment by impaired creditors or interest holders on whether to vote for or against the proposed chapter 11 plan. See In re Momentum Mfg. Corp., 25 F.3d 1132, 1136 (2d Cir. 1994); see also In re Adelphia Commc ns Corp., 352 B.R. 592, 600 (Bankr. S.D.N.Y. 2006) (noting that an adequate disclosure determination requires a bankruptcy court to find not just that there is enough information, but also that what is said is not misleading ). The disclosure statement should inform the average unsecured creditor what it is going to get, when it is going to get it, and what contingencies there are to getting its distribution. In re Radco Props., Inc., 402 B.R. 666, 683 (Bankr. E.D.N.C. 2009) (quoting In re Ferretti, 128 B.R. 16, 19 (Bankr. D.N.H. 1991)). In examining the adequacy of the information contained in a disclosure statement, a bankruptcy court has broad discretion. See In re WorldCom, Inc., No. M-47 HB, 2003 WL , at *10 (S.D.N.Y. June 30, 2003); Menard-Sanford v. 9

16 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 16 of 39 Mabey (In re A.H. Robins Co., Inc.), 880 F.2d 694, 696 (4th Cir. 1989); In re Texas Extrusion Corp., 844 F.2d 1142, 1157 (5th Cir. 1988); see also Kirk v. Texaco, Inc., 82 B.R. 678, 682 (S.D.N.Y. 1988) (noting that [t]he legislative history could hardly be more clear in granting broad discretion to bankruptcy judges under 1125(a) ). This grant of discretion is intended to permit courts to tailor disclosures made in connection with solicitation to facilitate the effective reorganization of debtors in a broad range of businesses and circumstances. See H.R. Rep , at (1977); Texaco, 82 B.R. at 682 (bankruptcy judges have a clear congressional mandate to exercise broad discretion in their supervision of corporate reorganizations ). 21. Accordingly, the determination of whether a disclosure statement contains adequate information is made on a case-by-case basis, focusing on the unique facts and circumstances of each case. In that regard, courts generally examine whether the disclosure statement contains such information as: The circumstances that gave rise to the filing of the bankruptcy petition; A complete description of the available assets and their value; The anticipated future of the debtor; The source of the information provided in the disclosure statement; A disclaimer, which typically indicates that no statements or information concerning the debtor or its assets or securities are authorized other than those set forth in the disclosure statement; The condition and performance of the debtor while in chapter 11; Information regarding claims against the estate; A liquidation analysis setting forth the estimated return that creditors would receive under chapter 7; 10

17 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 17 of 39 The accounting and valuation methods used to produce the financial information in the disclosure statement; Information regarding the future management of the debtor, including the amount of compensation to be paid to any insiders, directors, and/or officers of the debtor; A summary of the chapter 11 plan; An estimate of all administrative expenses, including attorneys fees and accountants fees; The collectability of any accounts receivable; Any financial information, valuations, or pro forma projections that would be relevant to creditors determinations of whether to accept or reject the plan; Information relevant to the risks being taken by the creditors and interest holders; The actual or projected value that can be obtained from avoidable transfers; The existence, likelihood, and possible success of nonbankruptcy litigation; The tax consequences of the plan; and The relationship of the debtor with its affiliates. In re Source Enters. Inc., No (AJG), 2007 WL , at *7 8 (Bankr. S.D.N.Y. July 31, 2007) (citing In re Scioto Valley Mort. Co., 88 B.R. 168, (Bankr. S.D. Ohio 1988)); In re Ashley River Consulting, LLC, No (MG), 2015 WL (Bankr. S.D.N.Y. Nov. 6, 2015); see also In re Copy Crafters Quickprint, Inc., 92 B.R. 973, 979 (Bankr. N.D.N.Y. 1988) (explaining that the adequacy of disclosure statement is to be determined on a case-specific basis under a flexible standard[.] ); In re Phoenix Petroleum Co., 278 B.R. 385, 393 (Bankr. E.D. Pa. 2001) (determination of whether a disclosure statement contains adequate information made on case-by-case basis). 11

18 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 18 of The Disclosure Statement contains descriptions and summaries of, among other things, (a) material terms of the Plan and its implementation, (b) certain events preceding the commencement of these Chapter 11 Cases, (c) developments during these Chapter 11 Cases, (d) claims asserted against the Debtors estates, (e) risk factors affecting the Plan, (f) a liquidation analysis regarding what creditors would receive in chapter 7, (g) financial information that would be relevant to creditors determinations of whether to accept or reject the Plan, (h) certain tax law consequences of the Plan, and (i) expected releases, injunction, and exculpation provisions. Accordingly, the Debtors submit that the Disclosure Statement contains adequate information within the meaning of section 1125(a)(1) of the Bankruptcy Code and otherwise comports with applicable law and rules and therefore should be approved. B. The Form and Procedures for Notice of the Disclosure Statement Hearing Provide Sufficient Notice and Should be Approved 23. Bankruptcy Rule 3017(a) requires that at least 28 days notice of the hearing to consider a proposed disclosure statement be provided to creditors, equity security holders, and other parties in interest. See Fed. R. Bankr. P. 3017(a); see also Fed. R. Bankr. P. 2002(b) (requiring not less than 28 days notice by mail of the time fixed for filing objections and the hearing to consider the approval of a disclosure statement). Additionally, Local Rule (b) requires that a proposed disclosure statement contain a specific disclaimer that the proposed disclosure statement has not yet been approved. 24. Contemporaneously with the filing of this Motion, the Debtors, with the assistance of Kurtzman Carson Consultants LLC (the Voting Agent ), will provide notice of the hearing to consider approval of the Disclosure Statement (the Disclosure Statement Hearing ) in the form attached as Exhibit B (the Disclosure 12

19 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 19 of 39 Statement Hearing Notice ). The Disclosure Statement Hearing Notice identifies: (a) the date, time, and place of the Disclosure Statement Hearing as January 24, 2019 at 11:00 a.m. (ET), (b) the objection deadline, January 18, 2019 at 12:00 noon (ET), and procedures for filing objections to approval of the Disclosure Statement, and (c) the manner in which a copy of the Disclosure Statement (which includes the disclaimer required by Local Bankruptcy Rule (b)) and/or the exhibits thereto can be obtained. 25. The Debtors will serve the Disclosure Statement Hearing Notice on: (i) the Office of the United States Trustee for Region 2, Attn: Paul Schwartzberg, U.S. Federal Office Building, 201 Varick Street, Suite 1006, New York, New York 10014; (ii) the Debtors material prepetition secured lenders; (iii) Morgan, Lewis & Bockius LLP, counsel for the Official Committee of Unsecured Creditors, 101 Park Ave., New York, New York 10178, Attn: Crag A. Wolfe and Jason Alderson; (iv) Cadwalader, Wickersham & Taft LLP, counsel to the Informal Committee of Secured Lenders, 200 Liberty Street, New York, New York 10281, Attn: Gregory M. Petrick and Michele C. Maman; (v) all known holders of Claims against and Interests in the Debtors; and (vi) any such other party entitled to notice pursuant to Local Bankruptcy Rule for the United States Bankruptcy Court for the Southern District of New York (b). 26. The Disclosure Statement Hearing Notice will be provided on at least twenty-eight (28) days notice of the deadline to object to approval of the Disclosure Statement in compliance with Bankruptcy Rules 3017(a) and 2002(b). 27. Bankruptcy Rule 2002(l) permits the Court to order notice by publication if it finds that notice by mail is impracticable or that it is desirable to supplement the notice. Fed. R. Bankr. P. 2002(l). Although the Debtors do not believe that notice by mail is impracticable here, in an abundance of caution, in addition to 13

20 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 20 of 39 mailing the Disclosure Statement Hearing Notice, the Debtors will seek to publish the Disclosure Statement Hearing Notice in such format as is reasonably practicable on or about January 2, 2019, once in the Wall Street Journal and TradeWinds. Additionally, the Debtors may publish, in their sole discretion, the Disclosure Statement Hearing Notice in other publications, including newspapers, trade journals or similar publications. The Debtors believe that such publication of the Disclosure Statement Hearing Notice will provide sufficient notice to persons who do not otherwise receive notice by mail. 28. The Debtors will not re-distribute any Disclosure Statement Hearing Notice that is returned as undeliverable without a forwarding address. In addition to filing the Disclosure Statement Hearing Notice on the docket, the Debtors will post the Disclosure Statement Hearing Notice on the Debtors restructuring website at where it can be viewed without charge. 29. The Debtors submit that the foregoing form and manner of notice provides adequate notice of the hearing on the adequacy of the Disclosure Statement and request that the Court approve such notice as appropriate and in compliance with the requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules. C. The Plan Confirmation Schedule Complies with the Bankruptcy Code, Bankruptcy Rules, and the Local Rules and Should Be Approved 30. The Debtors request that the Court approve the Plan Confirmation Schedule in accordance with Bankruptcy Rules 3017(d) and 3018(a). i. Voting Record Date 31. Bankruptcy Rule 3017(d) provides that upon approval of a disclosure statement, except to the extent that the Court orders otherwise with respect to one or more unimpaired classes of creditors or equity security holders, a debtor shall 14

21 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 21 of 39 mail a copy of the plan, the disclosure statement, notice of the voting deadline, and such other information as the court may direct to all creditors, equity security holders, and the United States Trustee. Fed. R. Bankr. P. 3017(d). 32. For purposes of soliciting votes in connection with the confirmation of a plan, creditors and equity security holders shall include holders of stocks, bonds, debentures, notes and other securities of record on the date the order approving the disclosure statement is entered or another date fixed by the court, for cause, after notice and a hearing. Id. Additionally, Bankruptcy Rule 3018(a) provides, in relevant part, that: Fed. R. Bankr. P. 3018(a). [A]n equity security holder or creditor whose claim is based on a security of record shall not be entitled to accept or reject a plan unless the equity security holder or creditor is the holder of record of the security on the date the order approving the disclosure statement is entered or on another date fixed by the court, for cause, after notice and a hearing. 33. Accordingly, the Debtors propose that this Court establish January 17, 2019, seven (7) days prior to the Disclosure Statement Hearing, as the record date for purposes of determining which entities are entitled to vote on the Plan (the Voting Record Date ). With respect to any transferred Claim, if the transferor of such Claim is entitled to vote with respect to the Plan, the Debtors propose that the transferee will be entitled to receive a Solicitation Package (as defined below) and vote to accept or reject the Plan on account of the transferred Claim only if: (a) all actions necessary to effect the transfer of the Claim pursuant to Bankruptcy Rule 3001(e) have been completed by the Voting Record Date; or (b) the transferee files, no later than the Voting Record Date, (i) the documentation required by Bankruptcy Rule 3001(e) to evidence the transfer, and (ii) a sworn statement of the transferor supporting the validity of the transfer. In the 15

22 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 22 of 39 event a Claim is transferred after the transferor has completed a Ballot, the transferee of such Claim shall be bound by any vote (and the consequences thereof) made on the Ballot by the Holder as of the Voting Record Date of such transferred Claim. ii. Voting Deadline 34. Bankruptcy Rule 3017(c) provides that, on or before approval of a disclosure statement, the court shall set a time within which the holders of claims or equity interest may accept or reject a plan. Fed. R. Bankr. P. 3017(c). The Debtors anticipate beginning transmission of the Solicitation Packages by January 31, 2019 (the Solicitation Commencement ). Accordingly, the Debtors request that the Court exercise its authority under Bankruptcy Rule 3017(c) to establish March 4, 2019 at 4:00 p.m. (ET) as the deadline for voting on the Plan (the Voting Deadline ). In order for a vote to be counted, the Debtors propose that each Ballot (as defined below) must comply with the Tabulation Procedures proposed below and be properly executed, completed, and actually received by the Debtors Voting Agent no later than the Voting Deadline through (a) first class mail; (b) overnight courier; (c) personal delivery; or (d) the Debtors restructuring website at The Confirmation Hearing Notice (as defined below) will prominently state the Voting Deadline. 35. The Debtors request authority to extend the time within which Ballots may be accepted for any reason deemed appropriate by the Debtors. Such extensions may be made by the Debtors by oral or written notice to the Voting Agent. Any instance in which the Voting Deadline is extended shall be highlighted and listed in the Voting Certification (as defined below). 36. The Debtors submit that the proposed solicitation period is a sufficient and adequate period within which creditors in the Voting Classes can make informed decisions to accept or reject the Plan and submit timely Ballots. 16

23 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 23 of 39 iii. Plan Objection Deadline 37. The Debtors request that the Court direct the manner in which objections to confirmation shall be made. Pursuant to Bankruptcy Rule 3020(b)(l), objections to confirmation of a plan must be filed and served within a time fixed by the Court. Fed. R. Bankr. P. 3020(b)(1). Local Bankruptcy Rule further provides that objections to confirmation of a plan must be submitted not later than seven days prior to the first date set for the hearing to consider confirmation of the plan. S.D.N.Y. L.B.R (a). The Debtors request that the Court establish March 4, 2019 at 4:00 p.m. (ET) as the deadline by which objections to the Plan, if any, must be filed and served (the Plan Objection Deadline ). The Debtors believe that such a Plan Objection Deadline will afford the Court, the Debtors, and other parties in interest reasonable time to consider the objections and proposed Plan modifications prior to the Confirmation Hearing. iv. Confirmation Hearing 38. Section 1128(a) of the Bankruptcy Code provides that [a]fter notice, the court shall hold a hearing on confirmation of a plan. 11 U.S.C. 1128(a). Bankruptcy Rule 3017(c) provides, in relevant part, that [o]n or before approval of the disclosure statement, the court... may fix a date for the hearing on confirmation [of the plan]. Fed. R. Bankr. P. 3017(c). 39. The Debtors request that the Confirmation Hearing be scheduled for March 14, 2019 at 11:00 a.m. (ET) in accordance with Bankruptcy Rule 3017(c). The Debtors propose that the Confirmation Hearing may be continued from time to time by the Court or the Debtors without further notice other than by such adjournment being announced in open court or as indicated in any notice of agenda of matters scheduled for a particular hearing that is filed with the Court. 17

24 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 24 of The Debtors submit that the proposed timing for the Confirmation Hearing complies with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules and will enable the Debtors to pursue confirmation on a timely basis. D. The Solicitation Packages and the Solicitation Procedures Comply with the Bankruptcy Code, Bankruptcy Rules, and Local Bankruptcy Rules and Should Be Approved 41. The Debtors seek Court approval of the Solicitation Packages and the Solicitation Procedures in order to facilitate an efficient and expeditious solicitation process in connection with the Plan. The Solicitation Procedures include: (a) the forms of Ballots; (b) the form of the notice relating to certain key dates relating to Plan confirmation; (c) the contents of and the form of documents comprising the proposed Solicitation Package to be distributed to creditors in Voting Classes in connection with solicitation of votes on the Plan; (d) the contents and form of documents distributed to those creditors in Non-Voting Classes who are not entitled to vote on the Plan; (e) the deadline for submitting Ballots; and (f) the Voting Record Date. 42. As described in more detail below, the Debtors respectfully submit that the Solicitation Procedures provide adequate notice to the Holders in Voting Classes in these cases and affords a fair and reasonable opportunity to vote on the Plan. 43. Bankruptcy Rule 3017(d) specifies the materials that must be provided to holders of claims and equity interests for the purpose of solicitation of their votes and providing adequate notice of the hearing on confirmation of a chapter 11 plan: Upon approval of a disclosure statement, except to the extent that the court orders otherwise with respect to one or more unimpaired classes of creditors or equity security holders the debtor-in-possession, trustee, proponent of the plan, or clerk as the court orders shall mail to all creditors and equity security holders, and in a chapter 11 18

25 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 25 of 39 Fed. R. Bankr. P. 3017(d). reorganization case shall transmit to the United States trustee: (1) the plan or a court approved summary of the plan; (2) the disclosure statement as approved by the court; (3) notice of the time within which acceptances and rejections of the plan may be filed; and (4) any other information as the court may direct, including any court opinion approving the disclosure statement or a courtapproved summary of the opinion. In addition, notice of the time fixed for filing objections and the hearing on confirmation shall be mailed to all creditors and equity holders in accordance with Bankruptcy Rule 2002(b), and a form of ballot conforming to the appropriate Official Form shall be mailed to creditors and equity security holders entitled to vote on the Plan. 44. After approval of the Disclosure Statement as containing adequate information as required by section 1125 of the Bankruptcy Code, the Debtors propose to mail solicitation packages (the Solicitation Packages ) for voting on the Plan and providing notice of the Confirmation Hearing. In accordance with Bankruptcy Rule 3017(d), each Solicitation Package shall contain: (a) with respect to Holders of Claims in Voting Classes: (i) a copy of the Disclosure Statement Approval Order; (ii) the Confirmation Hearing Notice; (iii) the Disclosure Statement with the Plan annexed thereto; 6 (iv) appropriate form of Ballot(s) and appropriate return envelope with postage pre-paid; and 6 The Debtors also request that they be authorized (but not required) to distribute copies of the Disclosure Statement and Plan included in the Solicitation Package in PDF format on an optical disc, such as a CD-ROM or a USB flash drive. The Ballots and Confirmation Hearing Notice will only be provided in paper format. 19

26 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 26 of 39 (v) copies of any letter(s) recommending acceptance of the Plan. 7 (b) with respect to Holders of Claims and Interests in Non-Voting Classes, the applicable Notice of Non-Voting Status (as defined below) Parties in interest may request hard copies of the Solicitation Package by making a written request to the Voting Agent at Toisa Limited, Ballot Processing, c/o Kurtzman Carson Consultants, LLC, 2335 Alaska Avenue, El Segundo, CA 90245, or by calling (888) from the United States or Canada or (310) if calling outside the United States or Canada. The Solicitation Package (except the Ballots) can also be obtained by accessing In addition, copies of the Disclosure Statement and Plan are on file with the Office of the Clerk of the Court (One Bowling Green, New York, NY 10004) for review during normal business hours. 46. Commencement of the distribution of the Solicitation Packages by January 31, 2019, will provide Holders of Claims and Interests in all Voting Classes entitled to vote on the Plan with the requisite materials and sufficient time to make an informed decision with respect to the Plan pursuant to Bankruptcy Rule 3017(d). This schedule also allows parties in interest at least 28 days within which to file objections to the Plan in compliance with Bankruptcy Rule 2002(b). 47. The Debtors anticipate that some notices and/or Solicitation Packages may be returned by the United States Postal Service as undeliverable. The Debtors believe that it would be costly and wasteful to mail such notices and/or 7 The letters recommending acceptance of the Plan have not been attached as an exhibit to this Motion. The Debtors intend to file copies of any such letters with the Court before the Disclosure Statement Hearing. 8 Each Notice of Non-Voting Status also provides notice of the Confirmation Hearing, as more fully described below. 20

27 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 27 of 39 Solicitation Packages to the same addresses to which undeliverable notices were mailed. Therefore, the Debtors request that the Court waive the strict notice provisions of Bankruptcy Rules 2002(b) and 3017(d) unless a new mailing address is provided to the Debtors on or before the date that is five (5) days prior to the Voting Deadline. 48. That the Debtors are providing the Ballots only to Holders in the Voting Class is consistent with Bankruptcy Rule 3017(d), which provides in relevant part: If the court orders that the disclosure statement and the plan or a summary of the plan shall not be mailed to any unimpaired class, notice that the class is designated in the plan as unimpaired and notice of the name and address of the person from whom the plan or summary of the plan and disclosure statement may be obtained upon request and at the plan proponent s expense, shall be mailed to members of the unimpaired class together with the notice of the time fixed for filing objections to and the hearing on confirmation. Fed. R. Bankr. P. 3017(d). Claims in the Non-Voting Accepting Classes are unimpaired, and, therefore, the Holders of Claims in such classes are conclusively presumed to accept the Plan. See 11 U.S.C. 1126(f). Conversely, Claims in the Non-Voting Rejecting Classes will not receive or retain any of the Debtors property under the Plan, and the Holders of Claims or Interests in such Classes are conclusively presumed to reject the Plan. See 11 U.S.C. 1126(g). 49. The Debtors propose to send to Holders of the Non-Voting Accepting Classes a notice, substantially in the form attached hereto as Exhibit C-1 (the Notice of Non-Voting Accepting Status ), which (a) identifies the treatment of the Non-Voting Accepting Classes; (b) sets forth the manner in which a copy of the Disclosure Statement and the Plan may be obtained; (c) provides notice of the Confirmation Hearing, the Plan Objection Deadline, and procedures for filing objections 21

28 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 28 of 39 to confirmation of the Plan; and (d) provides disclosures regarding the releases set forth in Article X of the Plan. 50. Similarly, the Debtors propose to send to Holders of the Non- Voting Rejecting Classes a notice, substantially in the form attached hereto as Exhibit C- 2 (the Notice of Non-Voting Rejecting Status, and together with the Notice of Non- Voting Accepting Status, the Notices of Non-Voting Status ), which includes the same information contained in the Notice of Non-Voting Accepting Status except that it (a) identifies the treatment of the Non-Voting Rejecting Classes; and (b) includes a box for Holders in the Non-Voting Rejecting Classes to opt out of the releases in section 10.4(b) of Article X of the Plan. 51. The Debtors request that the Court determine that they are not required to distribute copies of the Plan or the Disclosure Statement to any Holder of a Claim or Interest in a Non-Voting Class. 52. The Debtors respectfully submit that the Solicitation Packages contain all of the materials required to be transmitted pursuant to Bankruptcy Rule 3017(d) and that the proposed notice and service procedures should be approved. E. The Forms of Ballots Comply with the Bankruptcy Rules and Should Be Approved 53. Bankruptcy Rule 3017(d) requires the Debtors to mail a form of ballot, which substantially conforms to Official Form No. B314, only to creditors and equity security holders entitled to vote on the plan. Fed. R. Bankr. P. 3017(d). 22

29 scc Doc 982 Filed 12/21/18 Entered 12/21/18 17:14:00 Main Document Pg 29 of The following form of ballots that are attached hereto as Exhibits will be provided directly to Holders of Claims in the Voting Classes: Exhibit Class Designation Exhibit D-1 Class 2 Existing Citi Tanker Secured Claims Exhibit D-2 Class 3 Existing Commerzbank I Secured Claims Exhibit D-3 Class 4 Existing Commerzbank II Secured Claims Exhibit D-4 Class 5 Existing Credit Agricole Tanker Secured Claims Exhibit D-5 Class 6 Existing NBG Secured Claims Exhibit D-6 Class 7 Existing DNB Tanker Secured Claims Exhibit D-7 Class 12 Existing DVB Guarantee Claim Exhibit D-8 Class 13 Existing Danish Ship Offshore Guarantee Secured Claims Exhibit D-9 Class 14 Existing Citizens I Secured Claims Exhibit D-10 Class 15 Existing Citi Offshore Secured Claims Exhibit D-11 Class 16 Existing Citizens II Secured Claims Exhibit D-12 Class 17 Existing Commonwealth Bank of Australia Secured Claims Exhibit D-13 Class 18 Existing DNB Offshore Secured Claims Exhibit D-14 Class 19 Existing ING Offshore Secured Claims Exhibit D-15 Class 20 Existing Wells Fargo Secured Claims Exhibit D-16 Class 21 Existing BNP Secured Claims Exhibit D-17 Class 22 Existing Credit Agricole Offshore Secured Claims Exhibit D-18 Class 23 Existing Danish Ship Offshore Secured Claims Exhibit D-19 Class 24 Existing DVB Secured Claims Exhibit D-20 Class 25 Newbuild Tanker Credit Facility Secured Claims Exhibit D-21 Class 26 G550 Airplane Credit Facility Claims Exhibit D-22 Class 27 Secured Lenders Toisa GUCs Exhibit D-23 Class 28 T&T General Unsecured Claims Exhibit D-24 Class 29 Class 29 General Unsecured Claims Exhibit D-25 Class 30 Personal Injury Claims 55. The form of the Ballots also provides disclosure on the releases set forth in section 10.4(b) of Article X of the Plan, along with a box for Holders of Claims that vote to reject the Plan to opt out of the releases. 56. The Debtors submit that the form of the Ballots satisfies Bankruptcy Rule 3017(d) and should be approved. 23