UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF WASHINGTON. Debtor. Kennewick Public Hospital District, a Washington public hospital district

Transcription

1 Jack Cullen, WSBA #0 Bryan Glover, WSBA # Andy Morton, WSBA # Ella Vincent, WSBA #1 Third Avenue, Suite 000 Seattle, Washington 1 Telephone: () - Facsimile: () jc@foster.com bryan.glover@foster.com andrew.morton@foster.com ella.vincent@foster.com Attorneys for Debtor Kennewick Public Hospital District Chapter: In Re: Kennewick Public Hospital District, UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF WASHINGTON Debtor. Case No. -0- DEBTOR S MOTION FOR ENTRY OF ORDER APPOINTING GARDEN CITY GROUP, LLC AS CLAIMS AND NOTICING AGENT Kennewick Public Hospital District, a Washington public hospital district (d/b/a Trios Health) (the District or Trios ) and the debtor in the abovecaptioned case (the Chapter Case ) files this motion (the Motion ) for entry an order (the Order ) appointing Garden City Group, LLC ( GCG ) as noticing and claims agent in the above-captioned case (the Chapter Case ). In support of this Motion, the District submits the contemporaneously filed (a) Declaration of Craig Cudworth in Support of First Day Pleadings (the Cudworth Declaration ) 1 and 1 Capitalized terms used but not otherwise defined in this Motion have the same meanings as ascribed in the Cudworth Declaration. AGENT - 1. THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1-0-FPC Doc Filed 0/0/ Entered 0/0/ :: Pg 1 of

2 (b) Declaration of Isabel Baumgarten in Support of the Motion (the Baumgarten Declaration ). In further support of this Motion, the District respectfully states as follows: I. JURISDICTION This Court has jurisdiction over this matter pursuant to U.S.C. and. This matter is a core proceeding within the meaning of U.S.C. (b)(). Venue in this Court is proper pursuant to U.S.C. 0 and 0. The statutory bases for the relief requested herein are section (c) of title of the United States Code, section (a) of title of the United States Code, U.S.C. 1- (as amended, the Bankruptcy Code ), and rule 0 of the Federal Rules of Bankruptcy Procedures (the Bankruptcy Rules ). II. BACKGROUND On June 0, (the Petition Date ), the District filed a voluntary petition for relief under chapter of the Bankruptcy Code. No statutory committee of unsecured creditors has been appointed in this Chapter Case. Additional information regarding the District s businesses, assets, capital structure, and the circumstances leading to the filing of this Chapter Case is set forth in the Cudworth Declaration. III. RELIEF REQUESTED By this Motion, the District respectfully requests entry of the Order, pursuant to section (c) of title of the United States Code, section (a) of the Bankruptcy Code, and rule 0 of the Bankruptcy Rules, appointing GCG as AGENT -. THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1-0-FPC Doc Filed 0/0/ Entered 0/0/ :: Pg of

3 claims and noticing agent in the District s Chapter Case to, among other things, (a) serve as the Court s agent to mail notices to creditors of the District and other parties in interest, (b) provide claims processing services on behalf of the Court, and (c) provide computerized claims database services, including maintaining the official claims register in this case. IV. BASIS FOR RELIEF Bankruptcy Rule 0, which governs the notices that must be provided to creditors and other parties in interest in bankruptcy cases, authorizes the Court to direct that some person other than the Office of the Clerk of this Court (the Clerk s Office ) give notice of matters arising in the District s Chapter Case. See, e.g., Fed. R. Bankr. P. 0(a), (b), (d), (f) (requiring in each case that notices be given by the clerk, or some other person as the court may direct ). Section (c) of title of the United States Code provides: U.S.C. (c). Any court may utilize facilities or services, either on or off the court s premises, which pertain to the provision of notices, dockets, calendars, and other administrative information to parties in cases filed under the provisions of title, United States Code, where the costs of such facilities or services are paid for out of the assets of the estate and are not charged to the United States. The utilization of such facilities or services shall be subject to such conditions and limitations as the pertinent circuit council may prescribe. The number of parties that may file claims and require noticing in this Chapter Case is substantial. The District believes it has in excess of,000 AGENT -. THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1-0-FPC Doc Filed 0/0/ Entered 0/0/ :: Pg of

4 potential creditors and other parties in interest. This potential creditor pool includes, among others, landlords, equipment lessors, employees, retirees, bondholders, insurers, vendors, patients, contract counterparties, and others still to be identified or unknown. In addition, the District anticipates that many other parties will request service of papers filed in this Chapter Case. A. GCG s Qualifications Given the number of parties interested in the District s Chapter Case and the size of the District s creditor body, it is likely that heavy administrative and other burdens will be imposed on the Court and the Clerk s Office. To relieve the Clerk s Office of those burdens, the District has retained and seeks appointment of GCG as an independent, third-party notice and claims agent to effectively and efficiently serve notice on all creditors and other relevant constituencies in this Chapter Case and to transmit, receive, docket, and maintain all proofs of claim and proofs of interest filed in connection with this Chapter Case. GCG is one of the country s leading bankruptcy case administrators that specializes in providing comprehensive services, including noticing, schedule and statement of financial affairs preparation, claims processing, plan solicitation, and other related services critical to the effective administration of bankruptcy cases. GCG has developed efficient and cost-effective methods to handle the voluminous mailings associated with all aspects of bankruptcy cases that ensure the orderly and fair treatment of creditors and all parties-in-interest. GCG has experience working with bankruptcy courts and their clerk s offices throughout the country and will AGENT -. THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1-0-FPC Doc Filed 0/0/ Entered 0/0/ :: Pg of

5 work with the Clerk s Office to ensure that the services provided conform with all of the Court s procedures, the Local Rules of Bankruptcy Procedure for the Eastern District of Washington, and the provisions of any orders entered by the Court. GCG is a bankruptcy notice provider approved by the Administrative Office of the United States Courts to give notice to creditors under Bankruptcy Rule 0(g)(), and has acted or is acting as the official notice, claims, and solicitation agent in many bankruptcy cases throughout the country, including in both chapter cases of Suffolk Regional Off-Track Betting Corporation, both styled In re Suffolk Reg l Off-Track Betting Corp., Case Nos. -0 (CEC) (Bankr. E.D.N.Y. May., ), -0 (CEC) (Bankr. E.D.N.Y. Mar., ), as well as the following cases: In re Oconee Reg l Health Sys., Inc., et al. (M.D. Ga. May, ); In re LMCHH PCP LLC, et al. (E.D. La. January 0, ); In re CH Liquidation Ass n (f/k/a Coshocton County Mem l Hosp. Ass n) (AMK) (N.D. Ohio June 0, ); In re Optima Specialty Steel, Inc., et al., No. - (KJC) (Bankr D. Del. Dec., ); In re Quicksilver Res., Inc., et al., Case No. - (D. Del. Mar., ); In re AmCad Holdings, LLC, Case No. - (D. Del. Sept., ); In re Sears Methodist Ret. Sys., Case No. - (N.D. Tex. June, ); In re Long Beach Med. Ctr., Case No. -0 (E.D.N.Y. Feb., ); In re W. Side Cmty. Hosp., Case No. -01 (N.D. Ill. July, ); and In re Franciscan Cmtys. St. Mary of the Woods, Inc., No. - (JES) (Bankr. N.D. Ohio Nov., ), which were filed in districts nationwide. AGENT -. THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1-0-FPC Doc Filed 0/0/ Entered 0/0/ :: Pg of

6 As set forth in the Baumgarten Declaration, GCG has represented, among other things, that it does not have any relationship that would preclude it from fulfilling its proposed role in this Chapter Case and that it will comply with all requests of the Clerk s Office and the guidelines promulgated by the Judicial Conference of the United States for the implementation of U.S.C. (c). To the best of GCG s knowledge and except as disclosed in the Baumgarten Declaration, GCG neither holds nor represents any interest materially adverse to the District in connection with any matter on which it would be employed. B. Services To Be Provided By GCG This Motion pertains only to the work to be performed by GCG under the Clerk s Office delegation of duties permitted by U.S.C. (c). Any work to be performed by GCG outside of this scope is not covered by this Motion or by any Order granting approval hereof. GCG, at the request of the District or the Clerk s Office, will provide the following services (the Noticing and Claims Services ), among others, as the claims and noticing agent in this Chapter Case: (a) Prepare and serve required notices and documents in the Chapter Case in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the District or the Court, including, among others, (i) notice of commencement of this Chapter Case, (ii) notices of objections to claims and objections to transfers The District anticipates that GCG will provide other services to the District in connection with the Chapter Case, including plan solicitation and balloting services and other administrative and consulting services. AGENT -. THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1-0-FPC Doc Filed 0/0/ Entered 0/0/ :: Pg of

7 (b) (c) (d) (e) (f) (g) of claims, (iii) notices regarding any plan of adjustment filed by the District, (iv) notice of the effective date of any plan of adjustment, and (v) all other notices, orders, pleadings, publications, and other documents as the District or the Court may deem necessary or appropriate for an orderly administration of this Chapter Case. File with the Clerk s Office an affidavit or certificate of service with respect to each service conducted by GCG, that includes a reference to the notice served and the corresponding docket number, an alphabetical list of all persons to whom it was mailed, and the date and manner of service. Maintain (i) a list of all potential creditors and other parties-in-interest in this Chapter Case and (ii) the service lists for which the District has requested approval, and update these lists and make them available upon request by a party-in-interest or the Clerk s Office. Furnish a notice to all potential creditors of the last date for the filing of proofs of claim (the Claims Bar Date ) and a form for the filing of a proof of claim, after such notice and form are approved by the Court, and notify potential creditors of the existence, amount, and classification of their respective claims as set forth in any list of claims to be filed by the District consistent with section of the Bankruptcy Code (the List of Creditors ). Maintain a post-office box or address for the purpose of receiving claims and returned mail, and process all mail received. Process all proofs of claim received, including those received by the Clerk s Office, check such processing for accuracy and maintain the original proofs of claim in a secure area. Maintain copies of all proofs of claim and proofs of interest filed and maintain the official claims register (the Claims Register ) on behalf of the Clerk s Office and, on the request of the Clerk s Office, provide the Clerk s Office with certified, unofficial copies of the Claims Register and specify in the Claims Register the following information for each claim: (i) the claim number assigned, (ii) the date received, (iv) the name and address of the claimant and agent, if applicable, who filed the claim, (v) the asserted amount and classification(s) of the claim (e.g. secured, unsecured, priority, etc.), and (vi) any disposition of the claim. AGENT -. THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1-0-FPC Doc Filed 0/0/ Entered 0/0/ :: Pg of

8 (h) (i) (j) (k) (l) (m) (n) (o) Make changes in the Claims Register pursuant to the Court s orders, record all transfers of claims pursuant to Rule 001(e) of the Bankruptcy Rules, and provide any notices of such transfers required by Bankruptcy Rule 001(e). Maintain the official mailing list of all entities that have filed a proof of claim or proof of interest, which list shall be available upon request by a party-in-interest or the Clerk s Office. Provide access to the public for examination of copies of the proofs of claim or interest without charge during regular business hours. Implement necessary security measures to ensure the completeness and integrity of the Claims Register. Establish a case website with case information, including key dates and service lists, if requested by the District and its counsel. At the close of the case, box and transport all original documents in proper format, as specified by the Clerk s Office, to the Federal Records Center. File with the Court the final version of the Claims Register immediately before the closing of this Chapter Case. On the request of the District or the Clerk s Office, provide any other administrative services as are necessary, required, or as the District or the Clerk s Office may deem appropriate for an orderly administration of this Chapter Case. C. Compensation The District intends to compensate and reimburse GCG for all services rendered and expenses incurred in connection with this Chapter Case in accordance with the terms of the services agreement between the parties. Pursuant to section 0 of the Bankruptcy Code, no further review or approval of the Court is required. AGENT -. THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1-0-FPC Doc Filed 0/0/ Entered 0/0/ :: Pg of

9 Nevertheless, the District submits that GCG s rates for its notice and claims processing services are competitive and comparable to the rates charged by its competitors for similar services. The cost of GCG s services will be paid by the District in the ordinary course of business (without the need for GCG to file fee applications), after submission of a monthly invoice (in accordance with the terms and conditions set forth in the retention agreement) in reasonable detail describing the basis for the fees and expenses requested to be paid thereto, unless GCG is advised that the District objects to the invoice, in which case the District will schedule a hearing with the Court to consider the disputed invoice. V. NOTICE Contemporaneously with the filing of this Motion, the District has filed a motion (the Initial Hearing Motion ) requesting entry of an order (a) shortening time to object, (b) scheduling hearing regarding the District s initial motions, including this Motion, and (c) limiting notice thereof. Following entry of the Court s order on the Initial Hearing Motion, and as directed by that order, the District will serve a notice and copy of this Motion. VI. NO PREVIOUS REQUEST No prior motion for the relief requested herein has been made by the District to this or any other court. [Remainder of page intentionally left blank.] AGENT -. THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1-0-FPC Doc Filed 0/0/ Entered 0/0/ :: Pg of

10 WHEREFORE, for the reasons set forth above and in the Cudworth Declaration and the Baumgarten Declaration, the District respectfully requests that the Court (a) enter the Order, substantially in the form attached hereto as Exhibit A, granting the relief requested by this Motion and (b) grant such other and further relief as the Court may deem just and proper. DATED this 0th day of June,. By: /s/ Jack Cullen Jack Cullen, WSBA #0 Bryan Glover, WSBA # Andy Morton, WSBA # Ella Vincent, WSBA #1 Attorneys for Debtor Kennewick Public Hospital District AGENT -. THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1-0-FPC Doc Filed 0/0/ Entered 0/0/ :: Pg of

11 Exhibit A Proposed Order EXHIBIT A PROPOSED ORDER AGENT. THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1

12 In Re: Kennewick Public Hospital District, UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF WASHINGTON Debtor. Case No. -0- ORDER APPOINTING GARDEN CITY GROUP, LLC AS CLAIMS AND NOTICING AGENT Upon the motion (the Motion ) 1 of Kennewick Public Hospital District, a Washington public hospital district (d/b/a Trios Health) (the District or Trios ) and the debtor in the above-captioned chapter case (the Chapter Case ), pursuant to section (c) of title of the United States Code, section (a) of title of the United States Code, U.S.C. 1- (as amended, the Bankruptcy Code ), and rule 0 of the Federal Rules of Bankruptcy Procedures (the Bankruptcy Rules ), for entry of an order appointing Garden City Group, 1 Capitalized terms used but not otherwise defined herein shall have the meanings as ascribed in the Motion. ORDER APPOINTING GARDEN CITY GROUP, LLC AS CLAIMS AND NOTICING AGENT - 1 THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1.

13 LLC ( GCG ) as claims and noticing agent in the District s Chapter Case; and upon the Cudworth Declaration and the Baumgarten Declaration; and it appearing that this Court has jurisdiction over this matter pursuant to U.S.C. and ; and it appearing that this proceeding is a core proceeding pursuant to U.S.C. (b)(); and it appearing that venue of this proceeding and the Motion in this Court is proper pursuant to U.S.C. 0 and 0; and notice of the Motion appearing adequate and appropriate under the circumstances; and the Court having found that no other or further notice is needed or necessary; and the Court having reviewed the Motion, the Cudworth Declaration, and the Baumgarten Declaration and having heard statements in support of the Motion at a hearing held before the Court (the Hearing ); and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted in this Order; and it appearing, and the Court having found, that the relief requested in the Motion is in the best interests of the District, its creditors, and other parties in interest; and any objections to the relief requested in the Motion having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that: 1. The Motion is GRANTED.. Pursuant to section (c) of title of the United States Code, section (a) of the Bankruptcy Code, and rule 0 of the Bankruptcy Rules, GCG is authorized and directed to perform noticing services and to receive, maintain, record, and otherwise administer the proofs of claim filed in the Chapter ORDER APPOINTING GARDEN CITY GROUP, LLC AS CLAIMS AND NOTICING AGENT - THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1.

14 Case, and all related tasks, all as more fully set forth in the Motion (the Claims and Noticing Services ).. GCG shall serve as the custodian of court records and shall be designated as the authorized repository for all proofs of claim filed in the Chapter Case and is authorized and directed to maintain official claims registers for the District and to provide the Office of the Clerk of the United States Bankruptcy Court for the Eastern District of Washington (the Clerk s Office ) with a certified duplicate thereof upon the request of the Clerk s Office.. GCG is authorized and directed to obtain a post office box or address for the receipt of proofs of claim.. GCG is authorized to take such other action to comply with all duties set forth in the Motion.. The District and GCG are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion.. GCG shall not cease providing claims processing services during this Chapter Case for any reason, including nonpayment, without an order of the Court.. In the event of any inconsistency between the services agreement between the District and GCG, the Motion, and the Order, the Order shall govern.. The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, enforcement, or interpretation of this Order. ORDER APPOINTING GARDEN CITY GROUP, LLC AS CLAIMS AND NOTICING AGENT - THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1.

15 ///END OF ORDER/// PRESENTED BY: By: /s/ Jack Cullen Jack Cullen, WSBA #0 Bryan Glover, WSBA # Andy Morton, WSBA # Ella Vincent, WSBA #1 Attorneys for Debtor Kennewick Public Hospital District ORDER APPOINTING GARDEN CITY GROUP, LLC AS CLAIMS AND NOTICING AGENT - THIRD AVENUE, SUITE 000 SEATTLE, WASHINGTON 1.