Case KJC Doc 193 Filed 05/31/17 Page 1 of 8

Transcription

1 Case KJC Doc 193 Filed 05/31/17 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 AQUION ENERGY, INC., Case No (KJC) Debtor. DEBTOR'S MOTION FOR ENTRY OF AN ORDER EXTENDING THE PERIOD WITHIN WHICH IT MAY REMOVE ACTIONS PURSUANT TO 28 U.S.C AND RULE 1027 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE The above-captioned debtor and debtor in possession (the "Debtor") hereby moves this Court pursuant to section 1452 of title 28 of the United States Code (the "Judicial Code") and Rules 9006(b) and 9027 of the Federal Rules of Bankruptcy Procedure (the "Bankru~tcv Rules") for entry of an order, substantially in the form attached hereto as Exhibit A, extending the period within which the Debtor may remove actions, pursuant to 28 U.S.C. 1452, through and including October 6, 2017, without prejudice to the Debtor's right to seek further extensions. In support of this motion, the Debtor respectfully represents as follows: JURISDICTION AND VENUE This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. sections 157 and This is a core proceeding pursuant to 28 U.S.C. section 157(b). Venue for this matter is proper in this district pursuant to 28 U.S.C. sections 1408 and BACKGROUND 2. On March 8, 2017 (the "Petition Date"), the Debtor filed with this Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtor is operating ~ The Debtor in this chapter l l case and the last four digits of the Debtor's U.S. tax identification number is Aquion Energy, Inc. (1370). The Debtor's headquarters is located at 32 39th Street, Pittsburgh, PA DOGS DE: /001

2 Case KJC Doc 193 Filed 05/31/17 Page 2 of 8 its business and managing its properties as a debtor and debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On March 31, 2017, the Office of the United States Trustee appointed a committee of unsecured creditors (the"committee") in this case. The Debtor manufactures saltwater batteries with a proprietary, environmentally-friendly electrochemical design. Based in Pittsburgh, the Debtor was founded in 2008 and had its first commercial product launch in Designed for stationary energy storage in pristine environments, island locations, homes, and businesses, the Debtor's batteries have been Cradle to Cradle CertifiedTM, an environmental sustainability certification that has never previously been given to a battery producer. The Debtor's battery technology has won multiple prestigious awards including Popular Science Best of What's New Innovation of the Year (2014), MIT Technology Review 50 Smartest Companies (2015), Global Cleantech 100 North American Company of the Year (2017), among others. The Debtor's batteries contain no heavy metals or toxic chemicals and are non-flammable and non-explosive. The Debtor's products include battery stacks, modules and monitoring systems. More than 55 global dealers and distributors sell the Debtor's products directly to end users and other customers that incorporate the batteries into third party systems and equipment such as inverters, controls, solar/wind generators, gensets, racking, and enclosures. 4. On May 24, 2017, the Debtor filed the Motion for Entry of an Order (I) (A) Authorizing Envy Into the Asset Purchase Agreement with Respect to the Sale of Substantially All of the DebtoN's Assets, (B) Approving Bid Procedures fog the Sale of Substantially All of the Assets of Debtor, (C) Scheduling an Auction and Heaping to Consider the Sale and Approve the Foam and Manner of Notices Related Thereto, (D) Establishing Procedures Relating to the Assumption and Assignment of CeNtain Contracts and Leases, DOCS DE: /001-2-

3 Case KJC Doc 193 Filed 05/31/17 Page 3 of 8 Including Notice of Proposed CuNe Amounts, (E) Approving CeNtain Breakup Fee Provisions; (II) Authorizing and Approving (A) the Sale of Certain Assets FNee and CleaN of All Liens, Claims, EncumbNances and InteNests and (B) the Assumption and Assignment of Certain Contracts and Leases; and (III) Granting Related Relief [Docket No. 168] (the "Sale and Bidding Procedures Motion"). The Sale and Bidding Procedures Motion seeks to sell assets of the Debtor to the Stalking Horse Purchaser (as defined in the Sale and Bidding Procedures Motion) and approve related bidding procedures. The procedures portion of the Sale and Bidding Procedures Motion is scheduled for hearing on June 6, The Debtor has requested that the hearing on the sale itself be scheduled for June 21, The factual background regarding the Debtor, including its current and historical business operations and the events precipitating the chapter 11 filing, is set forth in detail in the Declaration of Suzanne Roski, Chief RestNuctuNing Officer, in SuppoNt of First Day Motions (the "First Dav Declaration") and is fully incorporated herein by reference. RELIEF REQUESTED 6. By this motion, the Debtor seeks entry of an order, pursuant to Rule 9006(b) of the Bankruptcy Rules, extending the time by which the Debtor may file notices of removal through and including October 6, 2017 with respect to any proceedings that are eligible for removal under section 1452 of Che 3udiciai Code, ~o the ex9:ent that the Time period for filing any such notices of removal expires on June 6, The Debtor requests that the proposed October 6, 2017 deadline to file removal actions apply to all matters specified in Bankruptcy Rules 9027(a)(2) and (3). Bankruptcy Rule 9027(a)(2) provides for an initial removal period of 90 days from the petition date. In this case, 90 days from the Petition Date is June 6, 2017 (the "Current Deadline"). Pursuant to Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the filing of this motion prior to the Current Deadline serves to extend automatically the Current Deadline until such time as the Court rules on this Motion. See Del. Bankr. LR DOCS DE: /001-3-

4 Case KJC Doc 193 Filed 05/31/17 Page 4 of 8 BASIS FOR RELIEF 7. Section 1452 of the Judicial Code provides for the removal of pending civil claims with respect to which the district courts have jurisdiction under section 1334 of the Judicial Code. Section 1452 provides in pertinent part as follows: (a) (b) A party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental unit's police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title. The court to which such claim or cause of action is removed may remand such claim or cause of action on any equitable ground. An order entered under this subsection remanding a claim or cause of action, or a decision to not remand, is not reviewable by appeal or otherwise U.S.C Bankruptcy Rule 9027 establishes the deadline for filing notices of removal of claims or causes of action. Bankruptcy Rule 9027(a)(2) provides in pertinent part as follows: If the claim or cause of action in a civil action is pending when a case under the [Bankruptcy] Code is commenced, a notice of removal may be filed only within the longest of (A) 90 days after the order for relief in the case under the [Bankruptcy] Code, (B) 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under 362 of the [Bankruptcy] Code, or (C) 30 days after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief. Fed. R. Bankr. P. 9027(a)(2). With respect to postpetition actions, Bankruptcy Rule 9027(a)(3) provides that a notice of removal may be filed: only within the shorter of (A) 30 days after receipt, through service or otherwise, of a copy of the initial pleading setting forth the claim or cause of action sought to be removed or (B) 30 days after DOCS DE /001-4-

5 Case KJC Doc 193 Filed 05/31/17 Page 5 of 8 receipt of the summons if the initial pleading has been filed with the court but not served with the summons. Fed. R. Bankr. P. 9027(a)(3). 9. Finally, Bankruptcy Rule 9006(b)(1) provides that the Court can extend unexpired time periods, including the removal period in Bankruptcy Rule 9027, without notice, upon a showing of cause: [W]hen an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of court, the court for cause shown may at any time in its discretion...with or without motion or notice order the period enlarged if the request therefor is made before the expiration of the period originally prescribed or as extended by a previous order.... Fed. R. Bankr. P. 9006(b)(1). 10. It is well settled that this Court is authorized to extend the removal periods provided under Bankruptcy Rule See, e.g., PacoN, Inc. v. Higgins, 743 F.2d 984, 996 n.17 (3d Cir. 1984) (stating that under Bankruptcy Rule 9006(b), "it is clear that the court may grant such an extension [of time to remove]"), effectively overruled in pant on other grounds by Things Remembered, Inc. v. PetNarca, 516 U.S. 124 (1995); Caperton v. A.T. Massey Coal Co., 251 B.R. 322,.325 (S.D. W.Va. 2000) (explaining that Bankruptcy Rule 9006(b) allows a court to enlarge the time period for removing actions under Bankruptcy Rule 9027(a)(3)); In re Lawrence, 233 B.R. 248, (N.D.N.Y. 1999) (stating that Bankruptcy Rule 9006 can be used to extend the time for removal of state court litigation to federal court); Jandous Elec. Const~. Corp. v. City of New York (In re Jandous Elec. Constr. Corp.), 106 B.R. 48, 50 (Bankr. S.D.N.Y. 1989) (stating that the removal period may be extended under Bankruptcy Rule 9006); Saint Joseph's Hosp. v. Dept of Pub. Welfare of Pa. (In Ne Saint Joseph's Hosp.), 103 B.R. 643, 648 (Bankr. E.D. Pa. 1989) (extending the 90-day time period in which to seek removal of DOCS D~:213602, /001-5-

6 Case KJC Doc 193 Filed 05/31/17 Page 6 of 8 pending state court litigation); In re World Fin. Servs. Ct~. Inc., 81 B.R. 33, 39 (Bankr. S.D. Cal. 1987) (stating that the court may enlarge the time period for filing removal notices under Bankruptcy Rule 9027(a)(3)). 11. The Debtor is a party to at least one civil lawsuit and proceeding, and is evaluating whether it may seek to remove this action (the "Action" and collectively with other potential actions, the "Actions"). After the commencement of this chapter 11 case, the Debtor's limited resources were focused on numerous pressing matters associated with, (a) transitioning into bankruptcy, (b) administering its bankruptcy estate, (c) winding down its business, and (d) the sale processes. The Debtor may become aware of additional Actions in connection with proofs of claim that are filed in this chapter 11 case. The Debtor will continue to analyze any potential Actions, as well as any filed proofs of claim, to determine whether the Debtor will seek to remove any Actions. Consequently, the Debtor is not yet prepared to determine if it will need to remove any Actions. 12. Accordingly, Debtor seeks an extension of the Current Deadline under Bankruptcy Rule 9027(a) to preserve the ability of the Debtor to remove the Actions. The extension sought will afford the Debtor additional time to determine whether to remove any pending Action and will ensure that valuable rights under section 1452 of the Judicial Code are not forfeited. Critically, the rights of other parties ~o the relevant litigations will not be prejudiced by the extension, because any party to an action that is removed may seek to have it remanded to the state court pursuant to section 1452(b) of the Judicial Code. 13. The Debtor further requests that the order approving this motion be without prejudice to the right of the Debtor to seek further extensions of the period in which it may remove civil actions pursuant to Bankruptcy Rule DOCS DE: /001-6-

7 Case KJC Doc 193 Filed 05/31/17 Page 7 of For the reasons stated above, the Debtor submits that there is cause to grant the relief requested herein. Moreover, requests by debtors for extensions of the removal period have been routinely granted by courts in this district. See, e.g., In ~e Phoenix BNands, LLC, No (BLS)(Bankr. D. Del. Jan. 19, 2017) (granting 180-day extension without prejudice); In ~e Ho~sehead Holding CoNp., No (CSS)(Bankr. D. Del. Sept. 19, 2016) (granting 120-day extension without prejudice); In re SS Body ArmoN I, Inc., No (CSS)(Bankr. D. Del. Jan. 20, 2016) (same); In re QuicksilveN Inc., No (LSS)(Bankr. D. Del. Jun. 8, 2015) (same); In re Variant Holding Company, LLC, Case No (BLS) (Bankr. D. Del. Dec. 2, 2014) (same); In re RadioShack CorpoNation, No (BLS) (Bankr. D. Del. May 27, 2015) (granting 90-day extension). NOTICE 15. Notice of this motion will be provided to: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel to the Official Committee of Unsecured Creditors; (c) the Debtor's prepetition lenders; (d) any party that has requested notice pursuant to Bankruptcy Rule 2002; and (e) parties to the Actions or their counsel, if known. DOCS DE: /001-7-

8 Case KJC Doc 193 Filed 05/31/17 Page 8 of 8 WHEREFORE, the Debtor respectfully requests that the Court enter an order substantially in the form attached hereto as Exhibit A, and for such other and further relief as may be appropriate. Dated: May 31, 2017 PACHULSKI STANG ZIEHL &JONES LLP /s/joseph M. Mulvihill Laura Davis Jones (DE Bar No. 2436) David M. Bertenthal (CA Bar No ) Joseph M. Mulvihill (Bar No. 6061) 919 North Market Street, l.7th Floor P.O. Box 8705 Wilmington, DE (Courier 19801) Telephone: (302) Facsimile: (302) lj ones@pszj law.com law. com j law. com Counsel to the Debtor and Debtor in Possession DOCS DE: /001-8-

9 Case KJC Doc Filed 05/31/17 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 AQUION ENERGY, INC.,1 Case No (KJC) Debtor. Objection Deadline: June 14, 2017 at 4:00 p.m. (Eastern Time) Hearing Date: June 21, 2017 at 2:00 p.m. (Eastern Time) NOTICE OF DEBTOR'S MOTION FOR ENTRY OF AN ORDER EXTENDING THE PERIOD WITHIN WHICH IT MAY REMOVE ACTIONS PURSUANT TO 28 U.S.C. 152 AND RULE 9027 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE PLEASE TAKE NOTICE that on the date hereof, the above captioned debtor and debtor in possession (the "Debtor") filed the Debtor's Motion for EntNy of an ONder Extending the Period Within Which They may Ren~tove Actions Pursuant to 28 U.S.C. ~ 1452 and Rule 9027 of the Federal Rules of BankNuptcy Procedure (the "Motion") with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware ("Bankruptc~rt" or "Court"). A copy of the Motion is attached hereto. PLEASE TAKE FURTHER NOTICE that any response or objection to the relief sought in the Motion must be filed with the Bankruptcy Court on or before Jung 14, 2t}17 ~t 4:40 p.iil. (Prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (i) counsel for the Debtor: Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, Delaware 19801, ` The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is Aquion Energy, Inc. (1370). The Debtor's headquarters is located at 32 39th Street, Pittsburgh, PA DOCS DE: /001

10 Case KJC Doc Filed 05/31/17 Page 2 of 3 (Attn: Laura Davis Jones, Esq. (ljones@pszjlaw.com));(ii) counsel to Trinity Capital Fund II, L.P.: (a) Cooley LLP, 101 California Street, 5th Floor, San Francisco, California , (Attn: Robert L. Eisenbach, III, Esq. (reisenbach(a~cooley.com~) and (b) Ashby &Geddes, P.A., 500 Delaware Avenue, 8th Floor, Wilmington, Delaware (Attn: William P. Bowden, Esq. (wbowden ~~ashby-~eddes.com~ and Karen B. Skomorucha Owens, Esq. (kowens@ashbygeddes.com)); (iii) counsel to the Official Committee of Unsecured Creditors: (a) Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10020, Attn: Jeffrey Cohen, Esq. and Barry Z. Bazian, Esq.; (b) Lowenstein Sandler LLP, 65 Livingston Avenue, Roseland, NJ 07068, Attn: Andrew David Behlmann, Esq.; and (c) Klehr Harrison Harvey Branzburg LLP, 919 Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Richard M. Beck, Esq. and Sally E. Veghte, Esq.; and (iv) the Office of the United States Trustee for the District of Delaware: United States Trustee, 844 King Street, Suite 2207, Lockbox #35, Wilmington, Delaware 19801, (Fax: ) (Attn: Hannah Mufson McCollum, Esq. (hannah.mccollum(a~usdo'. ov)). PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER APPROVAL OF THE MOTION WILL BE HELD ON JUNE 21, 2017 AT 2:00 P.M. PREVAILING EASTERN TIME BEFORE THE HONORABLE KEVIN J. CAREY, UNITED STATE BANK~ZUI'TCZ' C~UIZT 3UBGE, AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR, COURTROOM NO. 5, WILMINGTON, DELAWARE DOCS DE: /001-2-

11 Case KJC Doc Filed 05/31/17 Page 3 of 3 IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. Dated: May 31, 2017 PACHULSKI STANG ZIEHL &JONES LLP /s/joseph M. Mulvihill Laura Davis Jones (DE Bar No. 2436) David M. Bertenthal (CA Bar No ) Joseph M. Mulvihill (Bar No. 6061) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware (Courier 19801) Telephone: (302) Facsimile: (302) lj ones@pszj law. com dbertenthal@p szj law. com jmulvihill@pszjlaw.com Counsel to the Debtor and Debtor in Possession DOCS DE: /001-3-

12 Case KJC Doc Filed 05/31/17 Page 1 of 3 EXHIBIT A DOGS DE /001

13 Case KJC Doc Filed 05/31/17 Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 AQUION ENERGY, INC.,1 Case No (KJC) Debtor. ~ Re: Docket No. ORDER EXTENDING PERIOD WITHIN WHICH THE DEBTOR MAY REli~IOVE ACTIONS PURSUANT TO 28 U.S.C AND RULE 9027 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE The Court has considered the motion (the "Motion")2 of the above-captioned debtor and debtor in possession (the "Debtor") seeking entry of an order pursuant to 28 U.S.C and Rule 9027 of the Federal Rules of Bankruptcy Procedure extending the period within which the Debtor may remove actions. The Court has reviewed the Motion and has found that (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (b) this is core proceeding pursuant to 28 U.S.C. 157(b)(2), (c) notice of the Motion and the Hearing was sufficient under the circumstances and (d) cause exists under Bankruptcy Rule 9006(b)(1) to grant an extension of the removal periods established under Bankruptcy Rule 9027(a). After due deliberation, the Court has determined that good and sufficient cause has been shown for the relief requested in the Motion; IT IS HERESY ORDERED THAT: The Motion is GRANTED. ' The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is Aquion Energy, Inc. (1370). The Debtor's headquarters is located at 32 39th Street, Pittsburgh, PA Capitalized terms not otherwise defined herein have the meanings given to them in the Motion. DOCS DE /001

14 Case KJC Doc Filed 05/31/17 Page 3 of 3 2. The time periods provided under Bankruptcy Rule 9027(a)(2) and (a)(3) within which the Debtor may file notices of removal of any and all civil actions is extended to and including October 6, 2017 to the extent that the time period for filing any such notices of removal expires on or before such date. 3. This Order shall be without prejudice to the Debtor's right to seek from this Court further extensions of the period within which the Debtor may file notices of removal under Bankruptcy Rule 9027(a). 4. The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order. Dated:, 2017 Wilmington, Delaware The Honorable Kevin J. Carey United States Bankruptcy Judge ROCS D~:213602, /001-2-

15 Case KJC Doc Filed 05/31/17 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 AQUION ENERGY, INC.,I ) Case No (KJC) Debtor. ) CERTIFICATE OF SERVICE I, Joseph M. Mulvihill, hereby certify that on the 31st day of May, 2017, I caused a copy of the following documents) to be served on the individuals on the attached service lists) in the manner indicated: Notice of Debtor's Motion for Entry of an Order Extending the Period Within Which It May Remove Actions Pursuant to 28 U.S.C. 152 and Rule 4027 of the Federal Rules of Sank~~uptcy Procedure Debtor's Motion for Entry of an Orcier Extending the Period Within Which It May Remo~~e Actions Pursuant to 2$ U.S.C and Rule 9027 of the Federal Rules of Bankruptcy Procedure /s/joseph M. Mulvihill Joseph M. Mulvihill (DE Bar No. 6061) The Debtor in this chapter 11 case and the last four digits of the Debtor's U.S. tax identification number is Aquion Energy, Inc. (1370). The Debtor's headquarters is located at 32 39th Street, Pittsburgh, PA DOCS DE /001

16 Case KJC Doc Filed 05/31/17 Page 2 of 6 Aquion Energy Removal Service List Case No (KJC) Document No James Pawlowski 371 E. High Acres Road Greensburg, PA (Counsel to James Pawlowski) Vincent J. Quatrini, Esq. Quatrini Rafferty, P.C. 550 E. Pittsburgh Street Greensburg, PA DOCS DE: /001

17 Case KJC Doc Filed 05/31/17 Page 3 of 6 Aquion 2002 Service List Case No (KJC) Document No Hand Delivery 28 O1 Foreign (Counsel to Debtors) Laura Davis Jones, Esquire Joseph M. Mulvihill, Esquire Pachulski Stang Ziehl &Jones LLP 919 N. Market Street, 17th Floor Wilmington, D~ Hand Delivery Hannah Mufson McCollum, Esquire Office of the United States Trustee U. S. Department of Justice 844 King Street, Suite 2207 Lockbox #35 Wilmington, DE Hand Delivery (United States Attorney) Charles Oberly, Esquire c/o Ellen Slights, Esquire United States Attorney's Office District of Delaware 1007 Orange Street, Suite 700 PO Box 2046 Wilmington, DE Hand Delivery (State Attorney General) Matthew P. Denn, Esquire Delaware Department of Justice Carvel State Office Building, 5th Floor 820 North French Street Wilmington, DE Hand Detiveiy Zillah A. Frampton, Bankruptcy Administrator Delaware Department of Revenue Carvel State Office Building, 8th Floor 820 North trench Street Wilmington, DE Hasid Delivery (Co-Counsel to Trinity Capital Fund II, L.P.) William P. Bowden, Esquire Karen B. Skomorucha Owens, Esquire Ashby &Geddes, P.A. 500 Delaware Avenue, 8th Floor PO Box 1150 Wilmington, DE Hand Delivery (Counsel to Vale Vista Associates, L.P.) Mark T. Hurford, Esquire Campbell &Levine, LLC 222 Delaware Avenue, Suite 1620 Wilmington, DE Hand Delivery (Counsel to the Official Committee of Unsecured Creditors) Richard M. Beck, Esquire Sally E. Veghte, Esquire Klehr Harrison Harvey Branzburg LLP 919 Market Street, Suite 1000 Wilmington, DE Hand Delivery (Counsel to Bryan A. Dilascio) Christopher D. Loizides, Esquire Loizides, P.A King Street, Suite 800 Wilmington, DE DOCS DE: /001

18 Case KJC Doc Filed 05/31/17 Page 4 of 6 Hand Delivery (Counsel to B1ueSky Energy US, Inc David M. Powlen, Esquire Kevin G. Collins, Esquire Barnes &Thornburg LLP 1000 N. West Street, Suite 1500 Wilmington, DE Secretary of State Division of Corporations -Franchise Tax Jo]Zn G. Townsend Building, Suite Federal Street Dover, DE Secretary of Treasury 820 Silver Lake Boulevard, Suite 100 Dover, DE US Department of Treasury Office of General Counsel 1500 Pennsylvania Avenue, NW Washington, DC (United States Attorney General) Jeff Sessions, Esquire Office of the Attorney General US Department of Justice 950 Pennsylvania Avenue, NW Washington, DC (Pension Benefit Guaranty Corporation) Pension Benefit. Guaranty Corporation Office of the Chief Counsel 1200 K Street, NW Washington, DC Securities and Exchange Commission Andrew Calamari NY Regional Director Brookfield Place, Suite Vesey Street New York, NY Securities and Exchange Commission - Headquarters 100 F Street, NE Washington, DC Securities and Exchange Commission Sharon Binger Philadelphia Regional Director One Penn Center, Suite JFK Boulevard Philadelphia, PA Internal Revenue Service Centralized Insolvency Operation PO Box 7346 Philadelphia, PA 191 O Capx Fund IV, L.P. 155 North Wacker Drive, Suite 1760 Chicago IL (Counsel to RIDC Fund for Economic Growth) Sandra G. M. Selzer, Esquire MacElree Harvey, Ltd Kennett Pike Wilmington, DE DOCS DE /001 2

19 Case KJC Doc Filed 05/31/17 Page 5 of 6 (Counsel to RIDC Fund for Economic Growth) Ashley B. Stitzer, Esquire MacElree Harvey, Ltd. 17 West Miner Street West Chester, PA (Counsel to RIDC Fund for Economic Growth) Erica K. Dausch, Esquire Babst Calland Two Gateway Center Pittsburgh, PA (Counsel to RIDC Fund for Economic Growth) Gregory D. Cribbs, Esquire Babst Calland Two Gateway Center Pittsburgh, PA (Co-Counsel to Trinity Capital Fund II, L.P.) Robert L. Eisenbach III, Esquire Cooley LLP 101 California Street, 5th Floor San Francisco, CA Citigroup 390 Greenwich Street New York, NY Municipal Authority of Westmoreland County 124 Park and Pool Road New Stanton, PA Attn: Debbie (Counsel to Vale Vista Associates, L.P.) Paul J. Cordaro, Esquire Campbell &Levine, LLC 310 Grant Street 1700 Grant Building Pittsburgh, PA First Ciass Mail (Committee Member) Tronox, LLC Attn: Steven Kaye 263 Tresser Boulevard, Suite 1100 Stamford, CT (Committee Member) The RIDC Regional Growth Fund Attn: W. Michael Saul 210 Sixth Avenue, Suite 3620 Pittsburgh, PA (Counsel to the Official Committee of Unsecured Creditors) Jeffrey Cohen, Esquire Barry Z. Bazian, Esquire Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY (Counsel to the Official Committee of Unsecured Creditors) Andrew David Behlmann, Esquire Lowenstein Sandler LLP 65 Livingston Avenue Roseland, NJ (Counsel for Toyota Industries Commercial Finance, Inc.) Scott D. Fink, Esquire Weltman, Weinberg &Reis Co. LPA 323 W. Lakeside Avenue, Suite 200 Cleveland, OH DOCS DE /001

20 Case KJC Doc Filed 05/31/17 Page 6 of 6 (Easton Corporation Electrical Group) Meeko A. Chislom Eaton Corporation Electrical Group c/o Eaton -Global Trade Credit Mailcode 3N 1000 Eaton Boulevard Cleveland, OH Foreign (Committee Member) Leverton Clarke LTD Attn: Graham Howe Unit 15 Sherrington Way Lister Road, Industrial Estate Basingstoke, RG224AS United Kingdom (Counsel to Bryan A. Dilascio) Jack A. Raisner, Esquire Rene S. Roupinian, Esquire Outten &Golden LLP 685 Third Avenue, 25t" Floor New York, NY (Counsel to TP Electric &Power) Daniel R. Schimizzi, Esquire Bernstein-Burkley, P.C. Gulf Tower, Suite Grant Street, Pittsburgh, PA (Counsel for Michael R. Fitzsimmons, Peter Lai, Christopher G. Power, Peter J. Goettner, Christian Borcher, Ernest D. Del, Marc S. Yi, James C. Peters, and Souheil S. Badran) William J. Hanlon, Esquire Seyfarth Shaw LLP Two Seaport Lane, Suite 300 Boston, MA (Counsel to BlueSky Energy US, Inc. Kevin C. Driscoll, Jr., Esquire Barnes &Thornburg LLP One North Wacker Drive, Suite 4400 Chicago, IL DOGS DE /001 4