Case Doc 488 Filed 05/05/15 Page 1 of 8. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND (Baltimore Division)

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1 Case Doc 488 Filed 05/05/15 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND (Baltimore Division) In re: * Capital Trust Holdings, Inc. (f/k/a First Mariner Bancorp), * Case No DER Reorganized Debtor. * (Chapter 11) * * * * * * * * * * * * * RESPONSIBLE PERSON S MOTION FOR ENTRY OF ORDER FURTHER EXTENDING THE DEADLINE TO OBJECT TO CLAIMS Kenneth L. Tepper, Responsible Person 1 for Reorganized Debtor Capital Trust Holdings, Inc. (f/k/a First Mariner Bancorp) (the Reorganized Debtor ), by undersigned counsel, files this motion for the entry of an Order extending the Claims Objection Deadline, and in support hereof, respectfully states the following: JURISDICTION AND VENUE 1. The United States Bankruptcy Court for the District of Maryland (the Court ) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. Venue is proper pursuant to 28 U.S.C and The statutory bases for the relief requested herein are sections 105(a) and 1123(b)(3)(B) of Title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ); and Rule 9006(b)(1) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ). 1 Capitalized terms not defined herein shall have the meaning ascribed in the Second Amended Chapter 11 Plan of Liquidation of Capital Trust Holdings, Inc. (f/k/a First Mariner Bancorp) (the Second Amended Plan ) [Docket No. 390].

2 Case Doc 488 Filed 05/05/15 Page 2 of 8 BACKGROUND 4. On February 10, 2014 (the Petition Date ), Capital Trust Holdings, Inc. (f/k/a First Mariner Bancorp) (the Debtor ) filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. During the pendency of this case prior to confirmation, the Debtor operated its business and managed its property as debtor in possession pursuant to section 1107(a) and 1108 of the Bankruptcy Code. No party-in-interest requested the appointment of a trustee or examiner in this chapter 11 case. 5. On February 12, 2014 (the Committee Formation Date ), the United States Trustee for Region Four (the U.S. Trustee ) appointed the Official Committee of Unsecured Creditors of Capital Trust Holdings, Inc. (the Committee ) pursuant to section 1102 of the Bankruptcy Code [Docket No. 31]. The Committee consisted of: (a) Eton Park Capital Management L.P. as Manager of Sparrow Creek I, LLC, Sparrow Creek II, LLC, Sparrow Creek III, LLC, and Sparrow Creek IV, LLC; (b) Trapeza Capital Management, LLC as Collateral Manager for Trapeza CDO II, LLC.; and (c) Cohen & Company Financial Management, LLC as Manager for Alesco Preferred Funding I, Ltd. 6. On December 5, 2014, the Debtor filed its Second Amended Plan incorporating that certain Plan Supplement [Docket No. 375]. As of the Effective Date, the Responsible Person, as the representative of the Reorganized Debtor, is empowered to perform various duties and obligations as set forth in Article V.C of the Second Amended Plan. 7. On December 8, 2014, the Court held a hearing to consider confirmation of the Second Amended Plan (the Confirmation Hearing ), following which the Court entered an Order Confirming Second Amended Chapter 11 Plan of Liquidation of Debtor (the Confirmation Order ) [Docket No. 393], and contemporaneously therewith the Debtor 2

3 Case Doc 488 Filed 05/05/15 Page 3 of 8 successfully consummated the Second Amended Plan and emerged from Chapter 11 as the Reorganized Debtor. The Effective Date of the Second Amended Plan was December 8, Pursuant to the Article VII.B of the Second Amended Plan, all objections to Claims are required to be filed ninety (90) days after the Effective Date, or March 9, 2015 (the Claims Objection Deadline ), unless otherwise ordered by the Court. Article I.19 of the Second Amended Plan further provides that the Claims Objection Deadline may be extended by the Court upon notice and motion of the Responsible Person. 9. On February 27, 2015, the Responsible Person filed a Motion For Entry of Order Extending the Deadline to Object to Claims [Docket No. 423] (the Extension Motion ) and on March 26, 2015, the Court extended the Claims Objection Deadline to May 8, 2015 [Docket No. 457]. 10. On March 6, 2015, the Responsible Person filed the Responsible Person s First Omnibus Objection to Certain Claims which are (A) Invalid, (B) Insufficiently Supported, (C) Interests Rather than Claims, or (D) Contingent at the Time of Disallowance [Docket No. 424]. On April 20, 2015, the Court entered the Order Sustaining in Part the Responsible Person s First Omnibus Objection [Docket No. 424] as to the Proofs of Claim Docketed as Claim Nos. 1, 14, and 38 [Docket No. 480]. 11. On March 6, 2015, the Responsible Person filed the Responsible Person s Second Omnibus Objection to Certain Claims which are (A) Invalid or (B) Insufficiently Supported (the Second Omnibus Objection ). On April 3, 2015, the Responsible Person filed the Stipulation Extending Time for Mark Keidel and Dennis E. Finnegan to Respond to Responsible Person s Second Omnibus Objection to Certain Claims which are (A) Invalid or (B) Insufficiently Supported [Docket No. 460] which extended the time for Mr. Finnegan and Mr. 3

4 Case Doc 488 Filed 05/05/15 Page 4 of 8 Keidal to respond to the Second Omnibus Objection up to and including April 20, On April 20, 2015, the Responsible Person filed the Stipulation Further Extending Time for Mark Keidel and Dennis E. Finnegan to Respond to Responsible Person s Second Omnibus Objection to Certain Claims which are (A) Invalid or (B) Insufficiently Supported [Docket No. 478] which extended the time for Mr. Finnegan and Mr. Keidel to respond to the Second Omnibus Objection up to and including May 4, On May 4, 2015, the Responsible Person filed the Stipulation Further Extending Time for Mark Keidel and Dennis E. Finnegan to Respond to Responsible Person s Second Omnibus Objection to Certain Claims which are (A) Invalid or (B) Insufficiently Supported [Docket No. 485] which extended the time for Mr. Finnegan and Mr. Keidel to respond to the Second Omnibus Objection up to and including May 18, On March 6, 2015, the Responsible Person filed the Responsible Person s Limited Third Omnibus Objection to Certain Claims which are Contingent at the Time of Disallowance [Docket No. 427] (the Third Omnibus Objection ), which was a limited objection and reservation of rights with respect to certain D&O Claims (as defined in the Third Omnibus Motion) that were, and continue to be, contingent in nature. As noted in the Third Omnibus Objection, the Responsible Person is investigating possible claims against the former directors and officers of the Debtor. The Responsible expects that such investigation will continue for the near-term. The Responsible Person filed the Third Omnibus Objection pending the Court s approval of the relief requested in the Extension Motion, which relief was granted on March 26,

5 Case Doc 488 Filed 05/05/15 Page 5 of Accordingly, on April 1, 2015, the Responsible Person withdrew the Third Omnibus Objection without prejudice to his right to file a future objection to the D&O Claims as and if appropriate. 2 BASIS FOR RELIEF AND RELIEF REQUESTED 14. By this Motion, the Responsible Person seeks entry of an Order extending the Claims Objection Deadline by sixty (60) days, through and including July 8, 2015, without prejudice to the right of the Responsible Person to seek further extensions of the Claims Objection Deadline. 15. Section 105(a) of the Bankruptcy Code provides that the court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of [the Bankruptcy Code]. 11 U.S.C. 105(a). 16. Bankruptcy Rule 9006(b) provides that the Court may extend unexpired time periods, such as the Claims Objection Deadline, without notice: [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 thereof is made before the expiration of the period originally prescribed or as extended in a previous order Furthermore, under Articles I.19 and VII.B of the Second Amended Plan, the Claims Objection Deadline may be extended by the Court upon notice and motion from Responsible Person seeking such extension. 2 Line Withdrawing Without Prejudice the Responsible Person s Limited Third Omnibus Objection to Certain Claims Which are Contingent at the Time of Disallowance [Docket No. 459]. 3 Fed. R. Bankr. P. 9006(b)(1); See also, McDow v. Runkle (In re Runkle), 333 B.R. 734, (Bankr. D. Md. 2005) (Rule 9006 permits enlargement of time for both substantive and procedural deadlines). 5

6 Case Doc 488 Filed 05/05/15 Page 6 of The Responsible Person submits that cause exists to grant the extension sought herein. At this time, the Responsible Person is unaware of any litigation or event that would serve as the basis for the D&O Claims but is conducting an investigation to determine what, if any, claims can be brought against the former officers and directors of the Debtor. The Responsible Person also continues to review other Claims, including those Claims subject to the Second Omnibus Claims Objection, and may decide to refile certain objections pending ongoing discussions with interested parties. Therefore, out of an abundance of caution and in order to preserve and maximize the value of the Reorganized Debtor s estate, the Responsible Person submits that extending the Claims Objection Deadline through and including July 8, 2015, is necessary, prudent and in the best interests of the Reorganized Debtor s estate and creditors. NOTICE 19. In accordance with paragraph 5 of the Confirmation Order, the Responsible Person has provided notice of this Motion to: (a) counsel for the Reorganized Debtor; (b) counsel to the Indenture Trustees; (c) the Office of the United States Trustee; and (d) all parties who have requested notice in this case pursuant to Bankruptcy Rule The Responsible Person submits that under the circumstances no further notice is necessary. CONCLUSION WHEREFORE, the Responsible Person respectfully requests that the Court enter the Proposed Order extending the Claims Objection Deadline through and including July 8, 2015, granting such other and further relief as this Court may deem just and proper. 6

7 Case Doc 488 Filed 05/05/15 Page 7 of 8 Dated: May 5, 2015 /s/ Brad Weiland KIRKLAND & ELLIS LLP Brad Weiland, Esquire (pro hac vice admission pending) 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) bweiland@kirkland.com Counsel for the Responsible Person -and- /s/ Daniel J. Zeller Joel I. Sher, Bar No Daniel J. Zeller, Bar No SHAPIRO SHER GUINOT & SANDLER 250 W. Pratt Street, Suite 2000 Baltimore, MD (410) jis@shapirosher.com djz@shapirosher.com Local Counsel for the Responsible Person 7

8 Case Doc 488 Filed 05/05/15 Page 8 of 8 CERTIFICATE OF SERVICE I HEREBY CERTIFY on this 5th day of May, 2015, a copy of the foregoing was served on the parties listed below by CMECF and first class mail, postage prepaid. Robert T. Schmidt, Esquire Yekaterina Chernyak, Esquire KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY Counsel to Reorganized Debtor Edward P. Zujkowski, Esquire Thomas Angelo Pitta, Esquire EMMET MARVIN & MARTIN LLP 120 Broadway New York, New York Counsel for Bank of New York Mellon, Indenture Trustee Andrew I. Silfen, Esquire Jeffrey Neil Rothleder, Esquire ARENT FOX LLP ARENT FOX LLP 1675 Broadway 1717 K Street, N.W. New York, New York Washington, D.C Counsel for Wilmington Trust Company, Indenture Trustee Eric Schaffer, Esquire Jared Roach, Esquire REED SMITH LLP 225 Fifth Avenue Pittsburgh, Pennsylvania Counsel for Wells Fargo Bank, N,A., Indenture Trustee Gerard R. Vetter, Esquire Edmund A. Goldberg, Esquire OFFICE OF THE UNITED STATES TRUSTEE 101 W. Lombard St., Ste Baltimore, MD /s/ Daniel J. Zeller Daniel J. Zeller 8

9 Case Doc Filed 05/05/15 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND (Baltimore Division) In re: * Capital Trust Holdings, Inc. (f/k/a First Mariner Bancorp), * Case No DER Reorganized Debtor. * (Chapter 11) * * * * * * * * * * * * * ORDER EXTENDING DEADLINE TO OBJECT TO CLAIMS Upon consideration of the Responsible Person s Motion For Entry of Order Further Extending the Deadline to Object to Claims (the Motion ) 1, pursuant to 11 U.S.C. 105(a) and Rule 9006(b)(1) of the Bankruptcy Rules, good and sufficient notice of the Motion having been provided, and the Court having considered the Motion and any responses thereto and finding good cause for the relief requested, it is, by the United States Bankruptcy Court for the District of Maryland, ORDERED, that the Motion be and hereby is granted; and it is further ORDERED, that the Claims Objection Deadline is hereby extended through and including July 8, 2015, without prejudice to the Responsible Person s right to seek further extensions of the Claims Objection Deadline. 1 Capitalized terms not defined herein shall have the meaning ascribed in the Motion.

10 Case Doc Filed 05/05/15 Page 2 of 3 ORDERED, that the Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. ORDERED, that notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062, 9014 or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. ORDERED, that this Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. cc: Brad Weiland, Esquire KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois Joel I. Sher, Esquire Daniel J. Zeller, Esquire SHAPIRO SHER GUINOT & SANDLER 250 W. Pratt Street, Suite 2000 Baltimore, MD Robert T. Schmidt, Esquire Yekaterina Chernyak, Esquire KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY Edward P. Zujkowski, Esquire Thomas Angelo Pitta, Esquire EMMET MARVIN & MARTIN LLP 120 Broadway New York, New York Andrew I. Silfen, Esquire ARENT FOX LLP 1675 Broadway New York, New York and- 2

11 Case Doc Filed 05/05/15 Page 3 of 3 Jeffrey Neil Rothleder, Esquire ARENT FOX LLP 1717 K Street, NW Washington, D.C Eric Schaffer, Esquire Jared Roach, Esquire REED SMITH LLP 225 Fifth Avenue Pittsburgh, Pennsylvania Gerard R. Vetter, Esquire Edmund A. Goldberg, Esquire OFFICE OF THE UNITED STATES TRUSTEE 101 W. Lombard St., Ste Baltimore, MD END OF ORDER 3

12 Case Doc Filed 05/05/15 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND (Baltimore Division) In re: * Capital Trust Holdings, Inc. (f/k/a First Mariner Bancorp), * Case No DER Reorganized Debtor. * (Chapter 11) * * * * * * * * * * * * * NOTICE OF RESPONSIBLE PERSON S MOTION FOR ENTRY OF ORDER FURTHER EXTENDING THE DEADLINE TO OBJECT TO CLAIMS TO ALL PARTIES IN INTEREST: PLEASE TAKE NOTICE that on May 5, 2015, the Responsible Person (Kenneth L. Tepper) of Capital Trust Holdings, Inc. (f/k/a First Mariner Bancorp) (the Reorganized Debtor ), filed his Motion For Entry of Order Further Extending Deadline to Object to Claims (the Motion ). The Motion may be inspected at the Clerk s Office, United States Bankruptcy Court, 8th Floor, 101 West Lombard Street, Baltimore, Maryland RELIEF SOUGHT: The Motion seeks entry of an Order extending the Claims Objection Deadline by sixty (60) days, through and including July 8, 2015, without prejudice to the right of the Responsible Person to seek further extensions of the Claims Objection Deadline. NOTICE IS FURTHER GIVEN that objections to this Motion, if any, must be filed no later than twenty-one (21) days from the date of this notice with the Clerk, United States Bankruptcy Court for the District of Maryland, 110 West Lombard Street, 8 th Floor, Baltimore, MD 21201, with copies served upon (i) Counsel to the Responsible Person: (identified below), (ii) Counsel to the Indenture Trustees: Edward P. Zujkowski, Esquire and Thomas Angelo Pitta, Esquire, EMMET MARVIN & MARTIN LLP, 120 Broadway, New York, New York (Counsel for Bank of New York Mellon); Jeffrey Neil Rothleder, Esquire, ARENT FOX LLP, 1717 K Street NW, Washington, D.C (Counsel for Wilmington Trust Company); and Eric Schaffer, Esquire and Jared Roach, Esquire, REED SMITH LLP, 225 Fifth Avenue, Pittsburgh, Pennsylvania (Counsel for Wells Fargo Bank, N,A.), (iii) the United States Trustee, Edmund A. Goldberg, Esquire, OFFICE OF U.S. TRUSTEE, 101 West Lombard Street, Suite 2625, Baltimore, Maryland and (iv) Counsel to the Reorganized Debtor, Robert T. Schmidt, Esquire and Yekaterina Chernyak, Esquire, KRAMER LEVIN NAFTALIS & FRANKEL LLP, 1177 Avenue of the Americas, New York, New York If no objections are filed, the Court may, in its discretion, enter an order approving the Motion without a hearing. Parties-in-interest desiring further information should contact the undersigned.

13 Case Doc Filed 05/05/15 Page 2 of 5 Dated: May 5, 2015 /s/ Brad Weiland KIRKLAND & ELLIS LLP Brad Weiland, Esquire (pro hac vice admission pending) 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) bweiland@kirkland.com Counsel for the Responsible Person -and- /s/ Daniel J. Zeller Joel I. Sher, Bar No Daniel J. Zeller, Bar No SHAPIRO SHER GUINOT & SANDLER 250 W. Pratt Street, Suite 2000 Baltimore, MD (410) jis@shapirosher.com djz@shapirosher.com Local Counsel for the Responsible Person

14 Case Doc Filed 05/05/15 Page 3 of 5 CERTIFICATE OF SERVICE I HEREBY CERTIFY on this 5th day of May, 2015, a copy of the foregoing was served on the parties listed below by CMECF and/or first class mail, postage pre-paid. First Mariner Bank Attn: Joseph F. Howard Sr. Vice President, General Counsel 1501 South Clinton Street Baltimore, Maryland Wells Fargo Bank, NA, Trustee f/b/o Mariner Capital Trust III Attn: Corporate Trust Administration 919 Market Street, Suite 700 Wilmington, Delaware Wells Fargo Bank, NA, Trustee f/b/o Mariner Capital Trust VI Attn: Corporate Trust Administration 919 Market Street, Suite 700 Wilmington, Delaware Wilmington Trust Company, Trustee f/b/o Mariner Capital Trust VII Attn: Corporate Trust Administration Rodney Square N 1100 N. Market Street Wilmington, Delaware IRS Special Procedures, Insolvency Unit 31 Hopkins Plaza, Room 1150 Baltimore, Maryland Federal Reserve Bank of Richmond Attn: Richard Gilbert 701 East Byrd Street Richmond, VA The Bank of New York, Trustee f/b/o Mariner Capital Trustee II Attn: Corporate Trust Administration 200 White Clay Center Drive White Clay Center, Route 273 Newark, Delaware The Bank of New York, Trustee f/b/o Mariner Capital Trustee IV Attn: Corporate Trust Administration 200 White Clay Center Drive White Clay Center, Route 273 Newark, Delaware Wilmington Trust Company, Trustee f/b/o Mariner Capital Trust V Attn: Corporate Trust Administration Rodney Square N 1100 N. Market Street Wilmington, Delaware Internal Revenue Service P.O. Box 7346 Philadelphia, PA Federal Deposit Insurance Corp. Attn: Julie Howland 350 Fifth Avenue New York, NY Comptroller of Maryland Compliance Division 110 Carroll Street Annapolis, Maryland 21411

15 Case Doc Filed 05/05/15 Page 4 of 5 Arent Fox LLP Attention: Andrew I. Silfen 1675 Broadway New York, New York Cadwalader Wickersham & Taft LLP Attention: Andrew Lom One World Financial Center New York, New York Commission of Financial Regulation Attn: Mark Kaufman, Commissioner 500 North Calvert Street, Suite 401 Baltimore, Maryland Emmet, Marvin & Martin, LLP Attention: Edward Zujkowski and Thomas Pitta 120 Broadway 32nd Floor New York, New York Lawrence J. Yumkas, Esquire Yumkas, Vidmar & Sweeney, LLC Wincopin Circle, Suite 500 Columbia, Maryland David R. Seligman, Esquire Brad Weiland, Esquire Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois Sandler O Neill & Partners LP Attention: Edward S. Stein 1251 Avenue of the Americas, 6th Floor New York, New York Trapeza CDO II, LLC Attention: Carolyn Thagard 441 Vine Street, Suite 1300 Cincinnati, Ohio Arent Fox LLP Attention: Jeffrey N. Rothleder 1717 K Street, N.W. Washington, D.C Cohen & Company Financial Mgmt LLC Attention: Peter Addai, as Manager for Alesco Preferred Funding I, L Cira Centre, 2929 Arch Street, 17th Fl. Philadelphia, Pennsylvania Covington & Burling LLP Attention: Michael P. Reed 1201 Pennsylvania Avenue, NW Washington, D.C Eton Park Capital Management L.P 399 Park Avenue, 10th Floor New York, New York Gary R. Bronstein, Esquire Joel Rappoport, Esquire Kilpatrick Townsend & Stockton LLP th Street, NW Suite 900 Washington, D.C Reed Smith LLP Attention: Eric Schaffer/Jared Roach 225 Fifth Avenue Pittsburgh, Pennsylvania Skadden Arps Attention: Brian D. Christiansen 1440 New York Avenue, N.W. Washington, D.C Wachtell, Lipton, Rosen & Katz Attention: Richard K. Kim 51 West 52nd Street New York, New York 10019

16 Case Doc Filed 05/05/15 Page 5 of 5 Robert T. Schmidt, Esquire Joshua K. Brody, Esquire Yekaterina Chernyak, Esquire Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York Edmund A. Goldberg, Esquire Office of U.S. Trustee 101 West Lombard Street, Suite 2625 Baltimore, Maryland Jeffrey Neil Rothleder, Esquire Arent Fox LLP 1717 K Street NW Washington, D.C Dennis J. Shaffer, Esquire Whiteford Taylor Preston, LLP 7 Saint Paul Street Baltimore, Maryland Andrew M. Weiner, Esquire Reed Smith LLP 1301 K Street NW Suite East Tower Washington, D.C Jan I. Berlage, Esquire Gohn, Hankey & Stichel, LLP 201 North Charles Street, Suite 2101 Baltimore, Maryland Thomas Angelo Pitta, Esquire Emmet Marvin & Martin LLP 120 Broadway New York, New York Martin H. Schreiber, II, Esquire Law Office of Martin H Schreiber II, LLC 3600 Clipper Mill Road, Suite 201 Baltimore, Maryland Richard Wasserman, Esquire Venable LLP 750 East Pratt Street, Suite 900 Baltimore, Maryland Prabir Chakrabarty, Esquire Mariner Finance, LLC 8211 Town Center Drive Nottingham, MD /s/ Daniel J. Zeller Daniel J. Zeller