Case KJC Doc 302 Filed 07/31/17 Page 1 of 17 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KJC Doc 302 Filed 07/31/17 Page 1 of 17 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AEI WINDDOWN, INC., 1 Chapter 11 Case No (KJC) Debtor. Objection Deadline: August 14, 2017 at 4:00 p.m. (ET) Hearing Date: August 23, 2017 at 10:00 a.m. (ET) DEBTOR S MOTION FOR AN ORDER (I) ESTABLISHING BAR DATES FOR FILING CLAIMS, INCLUDING 503(b)(9) CLAIMS; (II) ESTABLISHING THE FIRST ADMINISTRATIVE BAR DATE; AND (III) APPROVING THE FORM AND MANNER OF NOTICE THEREOF The above-captioned debtor (the "Debtor") hereby moves the Court (the "Motion") for entry of an order, pursuant to sections 105, 501 and 503 of title 11 of the United States Code (the Bankruptcy Code ), Rules 2002 and 3003(c)(3) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule (e) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"): (i) establishing (a) the general bar date (the "General Bar Date") by which all entities, except as otherwise provided herein, must file proofs of claim in this chapter 11 case asserting a claim against the Debtor that arose prior to the Petition Date (as defined below), including, without limitation, claims pursuant to sections 503(b)(9), 507(a)(4) or 507(a)(5) of the Bankruptcy Code, (b) the date by which governmental units must file proofs of claim in this case (the "Governmental Bar Date"), (c) the date by which entities must file proofs of claim relating to the Debtor s rejection of executory contracts or unexpired leases in this case 1 The Debtor in this chapter 11 case and the last four digits of the Debtor s U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor s headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA

2 Case KJC Doc 302 Filed 07/31/17 Page 2 of 17 (the "Rejection Bar Date"), (d) the date by which entities must file proofs of claim in this case as a result of the Debtor s amendment, if any, to its schedules (the "Schedules") 2 (the "Amended Schedules Bar Date"), and (e) the date by which holders of Administrative Expense Claims (as defined below) must file claims against the Debtor arising between the Petition Date and August 1, 2017 (the "First Administrative Expense Bar Date" and, collectively with the General Bar Date, the Governmental Bar Date, the Rejection Bar Date and the Amended Schedules Bar Date, the "Bar Dates"); and (ii) approving the form and manner of notice of the Bar Dates. In support of this Motion, the Debtor respectfully represents as follows: Jurisdiction and Venue 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2), and the Debtor confirms its consent pursuant to Rule (f) of the Local Rules to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 2. The bases for the relief requested herein are sections 105, 501 and 503 of the Bankruptcy Code, Rules 2002 and 3003(c)(3) of the Bankruptcy Rules and Rule (e) of the Local Rules. 2 On April 11, 2017, the Debtor filed its Schedules and Statements of Financial Affairs [Docket Nos ]. -2-

3 Case KJC Doc 302 Filed 07/31/17 Page 3 of 17 Background 3. 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 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 United States Trustee for the District of Delaware appointed an official committee of unsecured creditors (the Committee ) 4. The factual background regarding the Debtor, including its historical business operations and the events precipitating the chapter 11 filing, is set forth in detail in the Declaration of Suzanne Roski, Chief Restructuring Officer, in Support of First Day Motions (the First Day Declaration ) and fully incorporated herein by reference Prior to the sale of substantially all of its assets, the Debtor manufactured 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 were Cradle to Cradle Certified, an environmental sustainability certification that has never previously been given to a battery producer. The Debtor s battery technology 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 contained no heavy metals or toxic chemicals and are non-flammable and nonexplosive. The Debtor s products included battery stacks, modules and monitoring systems. More than 55 global dealers and distributors sold the Debtor s products directly to end users and 3 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the First Day Declaration. -3-

4 Case KJC Doc 302 Filed 07/31/17 Page 4 of 17 other customers that incorporate the batteries into third party systems and equipment such as inverters, controls, solar/wind generators, gensets, racking, and enclosures. 6. On March 10, 2017, the Debtor filed the First Omnibus Motion for Entry of an Order Authorizing the Debtor to Reject Certain Unexpired Lease and Executory Contracts Nunc Pro Tunc to the Petition Date [Docket No. 23]. On July 6, 2017, the Debtor filed the Debtor's Motion for Entry of an Order Authorizing the Debtor to Reject the Executory Contract with Wyssmont, Inc., Nunc Pro Tunc to June 23, 2017 [Docket No. 267]. On July 14, 2017, the Debtor filed the Second Omnibus Motion for Entry of an Order Authorizing the Debtor to Reject Certain Executory Contracts and Unexpired Leases Nunc Pro Tunc to the Rejection Date [Docket No. 274]. 7. On May 24, 2017, the Debtor filed the Motion for Entry of an Order (I) (A) Authorizing Entry Into the Asset Purchase Agreement with Respect to the Sale of Substantially All of the Debtor's Assets, (B) Approving Bid Procedures for the Sale of Substantially All of the Assets of Debtor, (C) Scheduling an Auction and Hearing to Consider the Sale and Approve the Form and Manner of Notices Related Thereto, (D) Establishing Procedures Relating to the Assumption and Assignment of Certain Contracts and Leases, Including Notice of Proposed Cure Amounts, (E) Approving Certain Breakup Fee Provisions; (II) Authorizing and Approving (A) the Sale of Certain Assets Free and Clear of All Liens, Claims, Encumbrances and Interests and (B) the Assumption and Assignment of Certain Contracts and Leases; and (III) Granting Related Relief [Docket No. 168]. Following an auction conducted on June 20, 2017, Juline-Titans LLC (the Successful Bidder ) was deemed to have submitted the highest and best offer for substantially all of the Debtor s assets. The final sale price was $9,164,000, which was approximately three times greater than the stalking horse bid. On June -4-

5 Case KJC Doc 302 Filed 07/31/17 Page 5 of 17 21, 2017, the Bankruptcy Court entered an order approving the sale [Docket No. 248] (the Sale Order ). The sale closed on July 14, Request For An Order (A) Establishing the Bar Dates and Related Claims Procedures and (B) Approving Form and Manner of Notice Thereof 8. In order for the Debtor to properly make distributions under any plan confirmed in this case, the Debtor requires, among other things, complete and accurate information regarding the nature, validity and amount of claims that will be asserted in the case. 4 In addition, the Debtor believes that establishing the First Administrative Expense Bar Date will help facilitate an orderly confirmation and consummation of a plan, by providing the Debtor with greater certainty regarding the extent of Administrative Expense Claims prior to the confirmation of any plan. 9. Consequently, the Debtor requests, pursuant to section 503(a) of the Bankruptcy Code, Bankruptcy Rule 3003(c)(3) and Local Rules and (e), that the Court (a) establish the Bar Dates and related claims procedures proposed herein and (b) approve the form and manner of notice thereof. I. Establishment of the Bar Dates General Bar Date 10. Bankruptcy Rule 3003(c)(3) requires that the Court fix a time within which proofs of claim must be filed. Within three business days after an order is entered approving this Motion and establishing the Bar Dates (the "Bar Date Order"), the Debtor will serve a notice (the "Service Date") of the Bar Dates and a proof of claim form upon all known entities holding potential claims subject to the Bar Dates and other entities as required under applicable rules, including Local Rule (e). 4 As used in this Motion, the term "claim" has the meaning given to it in section 101(5) of the Bankruptcy Code. -5-

6 Case KJC Doc 302 Filed 07/31/17 Page 6 of The Debtor requests that the Court establish September 29, 2017 at 5:00 p.m. (Eastern Time) as the General Bar Date, which is expected to be approximately 40 days after the Service Date. Providing more than 30 days' notice complies with Bankruptcy Rule 2002(a)'s requirement of at least 21 days' notice of the bar date as well as Bankruptcy Rule 2002(p)'s requirement of at least 30 days' notice of the bar date for foreign creditors. 12. Except as otherwise provided herein, the General Bar Date will apply to all claims of any kind that arose prior to the Petition Date (the "General Claims"), whether administrative, secured, priority (including, without limitation, claims entitled to priority under sections 503(b)(9), 507(a)(4) or 507(a)(5) of the Bankruptcy Code) or unsecured nonpriority claims. Unless they fall within one of the exceptions described below, entities holding General Claims must file proofs of claim with respect to such General Claims by the General Bar Date. 13. The Debtor proposes that the filing of a proof of claim form be deemed to satisfy the procedural requirements for the assertion of administrative priority claims under section 503(b)(9) of the Bankruptcy Code. The procedure for filing other administrative claims is outlined separately below. Governmental Bar Date 14. Pursuant to section 502(b)(9) of the Bankruptcy Code, a proof of claim filed by a Governmental Unit is deemed timely if it is filed within 180 days after the Petition Date, or by September 4, The Debtor therefore requests that this Court establish September 29, 2017 at 5:00 p.m. Eastern Time as the Governmental Bar Date in this case. The Governmental Bar Date would apply to all Governmental Units holding claims against the Debtor (whether secured, unsecured priority or unsecured nonpriority) that arose prior to the 5 Under Bankruptcy Rule 3002(c)(1), "[a] proof of claim filed by a governmental unit... is timely filed if it is filed not later than 180 days after the date of the order for relief." -6-

7 Case KJC Doc 302 Filed 07/31/17 Page 7 of 17 Petition Date, including Governmental Units with claims against the Debtor for unpaid taxes, whether such claims arise from prepetition tax years or periods or prepetition transactions to which the Debtor was a party. Rejection Bar Date 15. The Debtor anticipates that certain entities may assert claims in connection with the Debtor s rejection of executory contracts and unexpired leases pursuant to section 365 of the Bankruptcy Code. The Debtor proposes that, for any claim relating to a Court approved rejection of an executory contract or unexpired lease, in accordance with section 365 of the Bankruptcy Code or any other order of the Court in this Case, the Rejection Bar Date for such a claim will be the later of (a) the General Bar Date; (b) for executory contracts and unexpired leases rejected pursuant to a rejection motion or notice, twenty-one (21) days after the later of (i) the date of the rejection motion or notice, (ii) the date of the surrender of the leased property to the affected lessor, and (iii) any alternative date provided in the rejection motion or notice; or (c) any other date set by an order of the Court. The later of these dates is referred to in this order as the "Rejection Bar Date." 16. As of the date of the filing of this Motion, the Debtor has either rejected or requested authority to reject certain contracts pursuant to the (1) First Omnibus Motion for Entry of an Order Authorizing the Debtor to Reject Certain Unexpired Lease and Executory Contracts Nunc Pro Tunc to the Petition Date [Docket No. 23; Order at Docket No. 122]; (2) Debtor's Motion for Entry of an Order Authorizing the Debtor to Reject the Executory Contract with Wyssmont, Inc., Nunc Pro Tunc to June 23, 2017 [Docket No. 267; Order at Docket No. 297]; and (3) Second Omnibus Motion for Entry of an Order Authorizing the Debtor to Reject Certain Executory Contracts and Unexpired Leases Nunc Pro Tunc to the Rejection Date [Docket No. -7-

8 Case KJC Doc 302 Filed 07/31/17 Page 8 of ] (collectively, the Rejection Motions ). The Rejection Motions provided that any counterparty to a rejected contract or lease timely file a claim for any rejection damages in connection with the rejected contract or lease, or the rejection, breach, or termination of such rejected contract or lease in accordance with any claims bar date set by the Court. The Debtor proposes that any counterparty listed on the Rejection Motions must file proofs of claim with respect to such rejections by the General Bar Date. Amended Schedules Bar Date 17. The Debtor proposes that it will retain the right to: (a) dispute, or assert offsets or defenses against, any filed proofs of claim, or any claim listed or reflected in the Schedules, as to nature, amount, liability, classification or otherwise; (b) subsequently designate any scheduled claim as disputed, contingent or unliquidated; and (c) otherwise amend or supplement the Schedules. If the Debtor amends or supplements the Schedules (such Schedules, the "Amended Schedules") after the Service Date, the Debtor proposes that it will give notice pursuant to Local Rule of any Amended Schedules to the holders of claims affected thereby, including notice of the Amended Schedules Bar Date to file proofs of claim in response to the amendment or supplement to the Schedules. In particular, if the Debtor amends or supplements its Schedules to reduce the undisputed, noncontingent and liquidated amount, to change the nature, classification or characterization of a claim against the Debtor or to add a new claim in the Amended Schedules, any affected entities that dispute such changes must, by the Amended Schedules Bar Date, file a proof of claim or amend any previously filed proof of claim in respect of the Amended Schedules claim in accordance with the procedures described herein. The Debtor requests that the Court establish the Amended Schedules Bar Date as the later of: (a) the General Bar Date; and (b) 30 days after the date that the notice of the Amended Schedules -8-

9 Case KJC Doc 302 Filed 07/31/17 Page 9 of 17 is served on the entity. Notwithstanding the foregoing, nothing contained herein shall preclude the Debtor from objecting to any claim, whether scheduled or filed, on any grounds. First Administrative Expense Bar Date 18. An entity may timely file a request for payment of an administrative expense, or may tardily file such request if permitted by the court for cause. 11 U.S.C. 503(a). The Debtor requests that the Court establish the First Administrative Expense Bar Date as September 29, 2017 at 5:00 p.m. Eastern Time as the deadline for parties to file Administrative Expense Claims with the Court. Except as otherwise provided herein, the First Administrative Expense Bar Date will apply to all claims of any kind, including governmental claims, that first arose (or, only in the case of unexpired leases of real and personal property, accrued) on or after the Petition Date through and including August 1, 2017, 6 including claims under sections 365(d)(3), 365(d)(5) or 503(b)(1) through (8) of the Bankruptcy Code. The claims subject to the First Administrative Expense Bar Date are referred to herein as "Administrative Expense Claims." 19. Unless they fall within one of the exceptions described below, entities holding Administrative Expense Claims must file requests for payment with respect to such Administrative Expense Claims by the First Administrative Expense Bar Date. II. Claims That Must Be Filed by the General Bar Date or First Administrative Expense Bar Date 20. Subject to the terms described above for holders of claims subject to the Governmental Bar Date, Rejection Bar Date, and the Amended Schedules Bar Date, the Debtor 6 Pursuant to a plan or otherwise, the Debtor intends to later establish a separate bar date for claims that arise (or, only in the case of unexpired leases or real and personal property, accrue) after August 1,

10 Case KJC Doc 302 Filed 07/31/17 Page 10 of 17 proposes that the following entities be required to file proofs of claim on or before the General Bar Date: a. any entity (i) whose prepetition claim against the Debtor is not listed in the Debtor's Schedules or is listed as any of disputed, contingent, or unliquidated and (ii) that desires to share in any distribution in any of this case; and b. any entity whose prepetition claim against the Debtor is included within the Debtor's Schedules, but believes that its prepetition claim is improperly classified in the Schedules or is listed in an incorrect amount and that desires to have its claim allowed in a classification or amount different from the classification or amount identified in the Schedules. 21. Subject to the terms described in paragraphs 18 and 19 for holders of claims subject to the First Administrative Expense Bar Date, the Debtor proposes any entity that holds an Administrative Expense Claim be required to file a request by motion with the Court on or before the First Administrative Expense Bar Date. III. Proofs of Claim Not Required to Be Filed By the General Bar Date or Governmental Bar Date 22. The Debtor proposes that the following entities, whose claims otherwise would be subject to the General Bar Date or the Governmental Bar Date, need not file proofs of claim in this case: 7 a. any entity that already has filed a signed proof of claim against the Debtor in a form substantially similar to Official Bankruptcy Form No. 410 with: (i) the Clerk of the Bankruptcy Court for the District of Delaware or (ii) the Debtor s claims and noticing agent, Kurtzman Carson Consultants LLC ("KCC"); b. any entity (i) whose claim against the Debtor is not listed as "disputed", "contingent", or "unliquidated" in the Schedules or Amended Schedules and (ii) agrees with the nature, classification 7 Except with respect to claims Allowed or paid pursuant to an order of the Court, the Debtor and other parties in interest reserve the right to dispute any of the claims described in this paragraph, and nothing contained in the Bar Date Order shall preclude the Debtor and other parties in interest from objecting to any such claims on any ground. -10-

11 Case KJC Doc 302 Filed 07/31/17 Page 11 of 17 and amount of its claim as identified in the Schedules or Amended Schedules; c. any entity whose claim against the Debtor previously has been Allowed by, or paid pursuant to, an order of the Court; IV. Administrative Expense Claims Not Required to Be Filed by the First Administrative Expense Bar Date 23. In addition, the Debtor proposes that holders of the following claims not be required to file an Administrative Expense Claim by the First Administrative Expense Bar Date: 8 a. any Administrative Expense Claims that (i) have been previously paid by the Debtor in the ordinary course of business or (ii) have otherwise been satisfied; b. Administrative Expense Claims previously filed with the Court; c. Administrative Expense Claims already Allowed by an order of the Court; d. Administrative Expense Claims of any professional retained and employed by the Debtor or the Committee, pursuant to sections 327, 328, or 1103 of the Bankruptcy Code, including any ordinary course of business professionals retained, pursuant to an order of this Court approving the employment of ordinary course business professionals, for compensation, indemnification, or reimbursement of costs and expenses relating to professional services performed and expenses incurred on and after the Petition Date; e. any claims by any member of the Committee for reimbursement of reasonable expenses incurred in connection with the member's service on the Committee; f. any claims by any current director of the Debtor for payment of board fees or reimbursement of reasonable expenses incurred in the ordinary course of business in connection with the director's service on the Debtor s board of directors; 8 The Debtor and other parties in interest reserve the right to dispute any of the claims described in this paragraph, and nothing contained in the Bar Date Order shall preclude the Debtor and other parties in interest from objecting to any such claims on any ground. Moreover, the fact that an entity is not required to file an Administrative Expense Claim by the First Administrative Expense Bar Date does not mean that the entity will not be required to file a claim for an administrative expense claim in accordance with a subsequently and separately scheduled bar date or the Plan. -11-

12 Case KJC Doc 302 Filed 07/31/17 Page 12 of 17 g. any claims for fees payable to the Clerk of this Court; h. any fees payable to the Office of the United States Trustee under 28 U.S.C. 1930(a)(6) or accrued interest thereon arising under 31 U.S.C. 3717; i. any claim by a Governmental Unit for a tax or penalty described in section 503(b)(1)(B) and (C) of the Bankruptcy Code, as provided for in section 503(b)(1)(D) of the Bankruptcy Code, or for any other postpetition tax; j. any claims of a current officer or employee of the Debtor, for amounts incurred in the ordinary course of business as a wage, commission, benefit, severance or accrued vacation, provided that the current officer or employee shall submit a proof of claim by the applicable Bar Date for all other claims arising before or after the Petition Date, including claims for wrongful termination, discrimination, harassment, hostile work environment, and/or retaliation; and k. Administrative Expense Claims arising after August 1, 2017 (Administrative Expense Claims that arise after August 1, 2017 will be subject to a separate deadline to be later established in this case). V. No Requirement to File Proofs of Interest 24. The Debtor proposes that any entity holding an interest in the Debtor (an "Interest Holder"), which interest is based exclusively upon the ownership of: (a) common or preferred stock in a corporation; or (b) warrants or rights to purchase, sell or subscribe to such a security or interest (any such security or interest being referred to herein as an "Interest"), need not file a proof of claim or proof of interest on or before the General Bar Date on account of such Interest; provided, however, Interest Holders who want to assert claims against the Debtor that arises out of or relates to the ownership or purchase of an Interest, including claims arising out of or relating to the sale, issuance or distribution of the Interest, must file a claim by the applicable Bar Dates. -12-

13 Case KJC Doc 302 Filed 07/31/17 Page 13 of 17 VI. Procedures for Providing Notice of and Filing Proofs of Claim Forms 25. The Debtor proposes the following procedures for providing notice of the Bar Dates and for filing proofs of claim with respect to General Claims. The Debtor proposes to serve on all known entities holding potential General Claims and other entities as required under applicable rules, including Local Rule (e): (a) a notice of the Bar Dates substantially in the form of the notice attached hereto as Exhibit A and incorporated herein by reference (the "Bar Date Notice"); and (b) a modified proof of claim form, as described below (the "Proof of Claim Form" and, collectively with the Bar Date Notice, the "Bar Dates Notice Package"). 26. As required by Bankruptcy Rule 3001, the Proof of Claim Form substantially conforms to Official Form 410, with the Claims Agent individualizing the form to show how the Debtor has listed each creditor's respective claim on the Debtor s Schedules, including the creditor's name, the amount of the creditor's claim against the Debtor, the type of claim held by such creditor (i.e., non-priority unsecured, priority unsecured, or secured), whether such claim is disputed, contingent, or unliquidated, and adding a section for 503(b)(9) claims. 27. As soon as practicable but no later than the Service Date, the Debtor intends to mail the Bar Dates Notice Package by first-class United States mail, postage prepaid (or equivalent service) to: (a) all known potential holders of prepetition claims, including all entities listed in the Schedules as potentially holding claims; (b) the U.S. Trustee; (c) counsel to the Committee; (d) all parties that have requested notice in this case pursuant to Bankruptcy Rule 2002 as of the date of the Bar Date Order; (e) all parties to executory contracts and unexpired leases of the Debtor; (f) all parties to litigation with the Debtor; (g) the Internal Revenue Service for this District and all other taxing authorities for the jurisdictions in which the Debtor conducts business; (h) all relevant state attorneys general; (i) all holders of record of any Interests in the Debtor as of the date of the Bar Date Order (although copies of the Proof of Claim Form will not -13-

14 Case KJC Doc 302 Filed 07/31/17 Page 14 of 17 be provided to them); and (j) such additional persons and entities as deemed appropriate by the Debtor. The Debtor will also cause the Bar Date Notice to be posted by the Service Date on the website established by KCC for this case at The timing of the Bar Dates will ensure that potential claimants known as of the date hereof will receive approximately 40 days' (or more) notice by mail of the Bar Dates. 28. For holders of potential claims listed in the Schedules, the Proof of Claim Form mailed to such entities will indicate how the Debtor has scheduled the creditor's claim in the Schedules, including: (a) the identity of the Debtor against which the entity's claim is scheduled; (b) the amount of the claim, if any; (c) whether the claim is listed as disputed, contingent or unliquidated; and (d) whether the claim is listed as a secured, unsecured nonpriority or unsecured priority. Any entity that relies on the information in the Schedules will bear responsibility for determining that its claim is accurately listed therein. 29. For any claim (other than an Administrative Expense Claim, which must be filed with the Court) to be validly and properly filed, a claimant must deliver a completed, signed original Proof of Claim Form together with any accompanying documentation required by Bankruptcy Rules 3001(c) and 3001(d), to KCC, in the manner set forth below and in the Bar Date Notice, so KCC receives the proof of claim no later than 5:00 p.m., Eastern Time, on the applicable Bar Date. All such filed Proof of Claims Forms must: (a) be written in English; (b) be denominated in lawful currency of the United States; and (c) conform substantially with the Proof of Claim Form, as applicable. The Debtor proposes that claimants may submit Proof of Claim Forms in the following manner: (1) electronically with KCC via the interface available at or (2) delivered to KCC via U.S. mail or other hand delivery method to the following address: -14-

15 Case KJC Doc 302 Filed 07/31/17 Page 15 of 17 Aquion Claims Processing Center c/o KCC 2335 Alaska Ave. El Segundo, CA KCC will not accept Proof of Claim Forms submitted by facsimile or electronic mail. KCC shall deem Proof of Claim Forms as filed when KCC actually receives the Proof of Claim Forms (as described in the Bar Date Notice) by one of the two approved methods of delivery. VII. Effect of Failure to File a Proof of Claim Form or Administrative Expense Claim 31. The Debtor proposes that entities that fail to properly file a Proof of Claim Form by the applicable Bar Date, be forever barred, estopped and enjoined from: (a) asserting any prepetition claim against the Debtor or its estate that such entity may possess and that (i) is in an amount that exceeds the amount, if any, that is identified in the Schedules or Amended Schedules on behalf of such entity as undisputed, noncontingent and liquidated or (ii) is of a different nature, classification or priority than any claim identified in the Schedules or Amended Schedules on behalf of such entity (any such claim under this subparagraph (a) being referred to herein as an "Unscheduled Claim"); and (b) voting upon, or receiving distributions under, any chapter 11 plan in this case in respect of an Unscheduled Claim. 32. Further, the Debtor proposes that entities that fail to properly file an Administrative Expense Claim by the First Administrative Expense Bar Date for Administrative Expense Claims: (a) be forever barred, estopped and enjoined from asserting their Administrative Expense Claims against the Debtor or its estate; and (b) be prohibited from receiving payment from the Debtor s estate or participating in any distribution under any plan in the Debtor s case on account of such Administrative Expense Claims. -15-

16 Case KJC Doc 302 Filed 07/31/17 Page 16 of 17 VIII. Publication of Bar Date Notice 33. In light of the size, complexity and geographic diversity of the Debtor s past operations, potential claims against the Debtor may exist that the Debtor is unable to identify. Such unknown potential claims may include, for example, (a) claims of vendors that failed to submit invoices to the Debtor; (b) claims of former employees; (c) claims of entities with potential unasserted causes of action against the Debtor; and (d) claims that, for various other reasons, are not recorded in the Debtor s books and records. Accordingly, the Debtor believes that (a) it is necessary to provide notice of the Bar Dates to entities with potential General Claims or Administrative Expense Claims whose names and addresses are or may be unknown to the Debtor and (b) it is advisable to provide supplemental notice to known holders of General Claims and Administrative Expense Claims. 34. Therefore, pursuant to Bankruptcy Rule 2002(l) and 9008, the Debtor requests authority to publish notice of the Bar Dates substantially in the form attached hereto as Exhibit B (the "Publication Notice") in the national edition of USA Today as a means to provide notice of the Bar Date to such unknown potential claimants. 9 As set forth in Exhibit B hereto, the Publication Notice will contain (a) a website address where potential claimants may download the relevant claim form and related instructions; and (b) a toll-free number whereby potential claimants can seek additional information with respect to filing General Claims or Administrative Expense Claims. 35. As a result of all of these procedures and efforts, as well as the anticipated and ongoing public attention to the Debtor s chapter 11 case and the establishment of the Bar 9 Bankruptcy Rule 2002(l) provides that "[t]he court may order notice by publication if it finds that notice by mail is impracticable or that it is desirable to supplement the notice." -16-

17 Case KJC Doc 302 Filed 07/31/17 Page 17 of 17 Dates as requested in this Motion, claimants will have or should have the information necessary to be able to file claims in this case. Notice 36. Notice of this Motion shall be given to (a) the Office of the United States Trustee; (b) counsel to the official committee of unsecured creditors (c) the Debtor s prepetition lenders; and (d) any party that has requested notice pursuant to Bankruptcy Rule The Debtor submits that no other or further notice need be provided. No Prior Request 37. No prior request for the relief sought in this motion has been made to this or any other court. WHEREFORE, the Debtor respectfully requests that the Court: (i) enter an order substantially in the form attached hereto as Exhibit C; and (ii) grant such other and further relief to the Debtor as the Court may deem proper. Dated: July 31, 2017 PACHULSKI STANG ZIEHL & JONES LLP /s/ Laura Davis Jones Laura Davis Jones (Bar No. 2436) David M. Bertenthal (CA Bar No ) Joseph M. Mulvihill (Bar No. 6061) 919 North Market Street, 17 th Floor P.O. Box 8705 Wilmington, Delaware (Courier 19801) Telephone: Facsimile: ljones@pszjlaw.com dbertenthal@pszjlaw.com jmulvihill@pszjlaw.com Counsel for Debtor and Debtor in Possession -17-

18 Case KJC Doc Filed 07/31/17 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AEI WINDDOWN, INC., 1 Chapter 11 Case No (KJC) Debtor. Objection Deadline: August 14, 2017 at 4:00 p.m. (ET) Hearing Date: August 23, 2017 at 10:00 a.m. (ET) NOTICE OF HEARING ON DEBTOR S MOTION FOR AN ORDER (I) ESTABLISHING BAR DATES FOR FILING CLAIMS, INCLUDING 503(B)(9) CLAIMS; (II) ESTABLISHING THE FIRST ADMINISTRATIVE BAR DATE; AND (III) APPROVING THE FORM AND MANNER OF NOTICE THEREOF TO: (a) the Office of the United States Trustee; (b) counsel to the official committee of unsecured creditors; (c) the Debtor s prepetition lenders; and (d) any party that has requested notice pursuant to Bankruptcy Rule PLEASE TAKE NOTICE that on the date hereof, the above-captioned debtor and debtor in possession (the Debtor ), filed the Debtor s Motion for an Order (I) Establishing Bar Dates for Filing Claims, Including 503(b)(9) Claims; (II) Establishing the First Administrative Bar Date; and (III) Approving the Form and Manner of Notice Thereof (the Motion ) with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware (the Bankruptcy Court ). A copy of the Motion is attached hereto. 1 The Debtor in this chapter 11 case and the last four digits of the Debtor s U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor s headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA DOCS_DE: /001

19 Case KJC Doc Filed 07/31/17 Page 2 of 4 PLEASE TAKE FURTHER NOTICE that any response or objection to the Motion must be filed with the Bankruptcy Court on or before August 14, 2017 at 4:00 p.m. 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, (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@cooley.com)) and (b) Ashby & Geddes, P.A., 500 Delaware Avenue, 8th Floor, Wilmington, Delaware (Attn: William P. Bowden, Esq. (wbowden@ashby-geddes.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. (jcohen@lowenstein.com) and Barry Z. Bazian, Esq. (bbazian@lowenstein.com); (b) Lowenstein Sandler LLP, 65 Livingston Avenue, Roseland, NJ 07068, Attn: Andrew David Behlmann, Esq. (abehlmann@lowenstein.com); (c) Klehr Harrison Harvey Branzburg LLP, 919 Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Richard M. Beck, Esq. (rbeck@klehr.com) and Sally E. Veghte, Esq. (sveghte@klehr.com); 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@usdoj.gov)). DOCS_DE: /001 2

20 Case KJC Doc Filed 07/31/17 Page 3 of 4 PLEASE TAKE FURTHER NOTICE THAT 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. PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER APPROVAL OF THE MOTION WILL BE HELD ON AUGUST 23, 2017 AT 10:00 A.M. PREVAILING EASTERN TIME BEFORE THE HONORABLE KEVIN J. CAREY, UNITED STATE BANKRUPTCY COURT JUDGE, AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR, COURTROOM NO. 5, WILMINGTON, DELAWARE Dated: July 31, 2017 PACHULSKI STANG ZIEHL & JONES LLP /s/ Laura Davis Jones 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) ljones@pszjlaw.com dbertenthal@pszjlaw.com jmulvihill@pszjlaw.com Counsel to the Debtor and Debtor in Possession DOCS_DE: /001 3

21 Case KJC Doc Filed 07/31/17 Page 4 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AEI WINDDOWN, INC., 1 Chapter 11 Case No (KJC) Debtor. CERTIFICATE OF SERVICE I, Joseph M. Mulvihill, hereby certify that on the 31st day of July, 2017, I caused a copy of the following document(s) to be served on the individuals on the attached service list(s) in the manner indicated: Notice of Hearing on Debtor s Motion for an Order (I) Establishing Bar Dates for Filing Claims, Including 503(b)(9) Claims; (II) Establishing the First Administrative Bar Date; and (III) Approving the Form and Manner of Notice Thereof Debtor s Motion for an Order (I) Establishing Bar Dates for Filing Claims, Including 503(b)(9) Claims; (II) Establishing the First Administrative Bar Date; and (III) Approving the Form and Manner of Notice Thereof /s/ Joseph M. Mulvihill Joseph M. Mulvihill (DE Bar No. 6061) 1 The Debtor in this chapter 11 case and the last four digits of the Debtor s U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor s headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA DOCS_DE: /001

22 Case KJC Doc Filed 07/31/17 Page 1 of 8 EXHIBIT A FORM OF BAR DATE NOTICE

23 Case KJC Doc Filed 07/31/17 Page 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AEI WINDDOWN, INC., 1 Chapter 11 Case No (KJC) Debtor. NOTICE OF BAR DATES FOR FILING CLAIMS A HOLDER OF A POSSIBLE CLAIM AGAINST THE DEBTOR SHOULD CONSULT AN ATTORNEY REGARDING ANY MATTERS NOT COVERED BY THIS NOTICE, SUCH AS WHETHER THE HOLDER SHOULD FILE A PROOF OF CLAIM. TO ALL KNOWN CREDITORS OF THE ABOVE-CAPTIONED ENTITY (THE "DEBTOR"): On [ ], 2017, the United States Bankruptcy Court for the District of Delaware (the "Court") entered an order (the "Bar Date Order") in the above-captioned chapter 11 case establishing certain claims bar dates. Pursuant to the Bar Date Order, the Court has established [ ], 2017 at 5:00 p.m., Eastern Time as the general bar date (the "General Bar Date") for filing claims in the Debtor s chapter 11 case. As used in this Notice, the term "entity" has the meaning given to it in section 101(15) of the Bankruptcy Code, 11 U.S.C. 101, et seq. (the "Bankruptcy Code"), and includes all persons, estates, trusts, governmental units and the United States Trustee. In addition, the terms "persons" and "governmental units" are defined as set forth in sections 101(41) and 101(27) of the Bankruptcy Code, respectively. As used in this notice, the term "claim" means, as to or against the Debtor and in accordance with section 101(5) of the Bankruptcy Code: (i) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) any right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. 1 The Debtor in this chapter 11 case and the last four digits of the Debtor s U.S. tax identification number is AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) (1370). The Debtor s headquarters is located at AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) c/o Suzanne Roski, 1051 East Cary Street, Suite 602, Richmond, VA

24 Case KJC Doc Filed 07/31/17 Page 3 of 8 THE BAR DATES The Bar Date Order established the following bar dates for filing proofs of claim in this case (collectively, the "Bar Dates"): a. The General Bar Date. Pursuant to the Bar Date Order, except as described below, all entities holding claims, whether administrative, secured, priority (including, without limitation, claims entitled to priority under sections 503(b)(9), 507(a)(4) or 507(a)(5) of the Bankruptcy Code) or unsecured nonpriority claims against the Debtor that arose before March 8, 2017 (the "Petition Date") must file proofs of claim by the General Bar Date of [ ], 2017 at 5:00 p.m. Eastern Time. b. The Governmental Bar Date. Pursuant to the Bar Date Order, except as described below, all governmental units holding claims (whether secured, unsecured, priority or unsecured nonpriority) against the Debtor that arose before the Petition Date must file proofs of claim by the Governmental Bar Date of [ ], 2017 at 5:00 p.m. Eastern Time. c. The Rejection Bar Date. Any entity whose claims arise out of the Court approved rejection of an executory contract or unexpired lease, or as authorized by any order of the Court in this case, the Rejection Bar Date for such a claim will be the later of (a) the General Bar Date; (b) for executory contracts and unexpired leases rejected pursuant to a rejection motion, twenty-one (21) days after the later of (i) the date of the rejection motion, (ii) the date of the surrender of the leased property to the affected lessor, and (iii) any alternative date provided in the rejection motion; and (c) any other date set by an order of the Court. The later of these dates is referred to in this notice as the "Rejection Bar Date." d. The Amended Schedules Bar Date. If, subsequent to the mailing date of this notice, the Debtor amends or supplements its Schedules of Assets and Liabilities (the "Schedules") to reduce the undisputed, noncontingent and liquidated amount or to change the nature, classification or characterization of a claim against the Debtor reflected therein, any affected entities that dispute such amendments or supplements to the Schedules (such Schedules, the "Amended Schedules") are required to file a proof of claim or amend any previously filed proof of claim in respect of the Amended Schedules claim on or before the later of: (a) the General Bar Date; and (b) 30 days after the date that notice of the applicable Amended Schedules is served on the claimant. The later of these dates is referred to in this notice as the "Amended Schedules Bar Date." -2-

25 Case KJC Doc Filed 07/31/17 Page 4 of 8 1. WHO MUST FILE e. The First Administrative Expense Bar Date. Pursuant to the Bar Date Order, except as described below, all entities, including governmental entities, holding claims of any kind that first arose (or, only in the case of unexpired leases or real and personal property, accrued) on or after the Petition Date through and including August 1, 2017, including claims under sections 365(d)(3), 365(d)(5) or 503(b)(1) through (8) of the Bankruptcy Code and claims arising under section 503(b)(9)), must file such claims with the Court by the First Administrative Expense Bar Date (i.e., by [ ], 2017 at 5:00 p.m. Eastern Time). The claims subject to the First Administrative Expense Bar Date are referred to herein as "Administrative Expense Claims." FILING CLAIMS Subject to the terms described above for holders of claims subject to the General Bar Date, Governmental Bar Date, Rejection Bar Date, and the Amended Schedules Bar Date, the following entities must file proofs of claim on or before the General Bar Date: a. any entity (i) whose prepetition claim against the Debtor is not listed in the Debtor's Schedules or is listed as any of disputed, contingent, or unliquidated and (ii) that desires to share in any distribution in any of this case; and b. any entity whose prepetition claim against the Debtor is included within the Debtor's Schedules, but believes that its prepetition claim is improperly classified in the Schedules or is listed in an incorrect amount and that desires to have its claim allowed in a classification or amount different from the classification or amount identified in the Schedules. Subject to the terms described in paragraph e above for holders of claims subject to the First Administrative Expense Bar Date, any entity that holds an Administrative Expense Claim must file a request by motion with the Court on or before the First Administrative Expense Bar Date. 2. WHAT TO FILE The Debtor is enclosing a proof of claim form for use in this case, or you may use another proof of claim form that conforms substantially to Official Bankruptcy Form No If your claim is scheduled by the Debtor, the attached proof of claim form also sets forth: (i) the amount of your claim (if any) as scheduled; (ii) the Debtor against which the claim is scheduled; (iii) whether your claim is scheduled as disputed, contingent or unliquidated; and (iv) whether your claim is listed as a secured, unsecured priority or unsecured nonpriority claim. You will receive a different proof of claim form for each claim scheduled in your name by the Debtor. -3-

26 Case KJC Doc Filed 07/31/17 Page 5 of 8 You may utilize the proof of claim form(s) provided by the Debtor to file your claim. Additional proof of claim forms may be obtained at the following websites: (the "Claim Agent Website") or the Court. Parties asserting Administrative Expense Claims must file a request directly with 3. WHEN AND WHERE TO FILE Entities must file each Proof of Claim Form so they are received on or before the applicable Bar Dates either (a) electronically with KCC via the interface available at or (b) via U.S. mail or other hand delivery method to the following address: Aquion Claims Processing Center c/o KCC 2335 Alaska Ave. El Segundo, CA Proof of Claim Forms will be deemed filed when actually received by the Debtor s claims agent, Kurtzman Carson Consultants LLC ("KCC"), on or before the applicable Bar Date. Proof of Claim Forms may not be delivered via facsimile or electronic mail transmission. Proof of Claim Forms will be collected, docketed and maintained by KCC. If you want to receive acknowledgement of KCC's receipt of a Proof of Claim Form, you must submit by the applicable Bar Date, and concurrently with submitting your original Proof of Claim Form, (i) a copy of the original Proof of Claim Form and (ii) a self-addressed, postage prepaid return envelope. All forms must be signed by the claimant or, if the claimant is not an individual, by an authorized agent of the claimant. The form must be written in English and be denominated in United States currency. You should attach to your completed form any documents on which the claim is based (or, if such documents are voluminous, attach a summary) or an explanation as to why the documents are not available. 4. ENTITIES NOT REQUIRED TO FILE A CLAIM The Bar Date Order further provides that the following entities, whose claims otherwise would be subject to the General Bar Date or the Governmental Bar Date, need not file claims in this case: a. any entity that already has filed a signed proof of claim against the Debtor in a form substantially similar to Official Bankruptcy Form No. 410 with: (i) the Clerk of the Bankruptcy Court for the District of Delaware or (ii) the Debtor s claims and noticing agent, KCC; -4-

27 Case KJC Doc Filed 07/31/17 Page 6 of 8 b. any entity (i) whose claim against the Debtor is not listed as "disputed", "contingent", or "unliquidated" in the Schedules or Amended Schedules and (ii) agrees with the nature, classification and amount of its claim as identified in the Schedules or Amended Schedules; c. any entity whose claim against the Debtor previously has been Allowed by, or paid pursuant to, an order of the Court; and In addition, the Bar Date Order provides that holders of the following claims are not required to file an Administrative Expense Claim by the First Administrative Expense Bar Date: a. any Administrative Expense Claims that (i) have been previously paid by the Debtor in the ordinary course of business or (ii) have otherwise been satisfied; b. Administrative Expense Claims previously filed with the Court; c. Administrative Expense Claims already Allowed by an order of the Court; d. Administrative Expense Claims of any professional retained and employed by the Debtor or the Committee, pursuant to sections 327, 328, or 1103 of the Bankruptcy Code, including any ordinary course of business professionals retained, pursuant to an order of this Court approving the employment of ordinary course business professionals, for compensation, indemnification, or reimbursement of costs and expenses relating to professional services performed and expenses incurred on and after the Petition Date; e. any claims by any member of the Committee for reimbursement of reasonable expenses incurred in connection with the member's service on the Committee; f. any claims by any current director of the Debtor for payment of board fees or reimbursement of reasonable expenses incurred in the ordinary course of business in connection with the director's service on the Debtor s board of directors; g. any claims for fees payable to the Clerk of this Court; h. any fees payable to the Office of the United States Trustee under 28 U.S.C. 1930(a)(6) or accrued interest thereon arising under 31 U.S.C. 3717; -5-