Case mgd Doc 414 Filed 11/21/17 Entered 11/21/17 16:12:38 Desc Main Document Page 1 of 14

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1 Document Page 1 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ROME DIVISION IN RE: BEAULIEU GROUP, LLC, et al., Debtors. CHAPTER 11 Jointly Administered Under CASE NO mgd NOTICE OF HEARING ON MOTION SEEKING ENTRY OF AN ORDER AUTHORIZING DEBTORS TO EXECUTE AGREEMENT FOR APPOINTMENT OF TRUSTEE AND TERMINATION OF PENSION PLAN PLEASE TAKE NOTICE that the above-captioned Debtors have filed a Motion Seeking Entry of an Order Authorizing Debtors to Execute Agreement for Appointment of Trustee and Termination of Pension Plan (the Motion in which the Debtors have requested that the Court authorize the Debtors to enter into an agreement with the Pension Benefit Guaranty Corporation. A copy of the Motion is available upon request to undersigned counsel, or by downloading at PLEASE TAKE FURTHER NOTICE that the Court will hold a hearing on the Motion in Courtroom 1201, United States Courthouse, 75 Ted Turner Drive, SW, Atlanta, Georgia at 10:30 a.m. on January 4, PLEASE TAKE FURTHER NOTICE that your rights may be affected by the Court s ruling on this Motion. You should read this Motion carefully and discuss it with your attorney, if you have one in this bankruptcy case. (If you do not have an attorney, you may wish to consult one. If you do not want the Court to grant the relief sought in the Motion, or if you want the Court to consider your views, then you and/or your attorney should attend the hearing. You may also file a written response to the Motion with the Clerk at the address stated below, but you are not required to do so. If you file a written response, you must attach a certificate stating when, how and on whom (including addresses you served the response. The address of the Clerk s Office is: Clerk, U.S. Bankruptcy Court, Suite 1340, 75 Ted Turner Drive, SW, Atlanta, Georgia You should also mail a copy of your response to the undersigned at the address stated below. Respectfully submitted, this 21st day of November, One Riverside 4401 Northside Parkway, Suite 450 Atlanta, Georgia T: ( F: ( E: rwilliamson@swlawfirm.com mlevin@swlawfirm.com SCROGGINS & WILLIAMSON, P.C. By: /s/ Matthew W. Levin J. ROBERT WILLIAMSON Georgia Bar No MATTHEW W. LEVIN Georgia Bar No Counsel for the Debtor

2 Document Page 2 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ROME DIVISION IN RE: BEAULIEU GROUP, LLC, et al., Debtors. CHAPTER 11 Jointly Administered Under CASE NO mgd MOTION SEEKING ENTRY OF AN ORDER AUTHORIZING DEBTORS TO EXECUTE AGREEMENT FOR APPOINTMENT OF TRUSTEE AND TERMINATION OF PENSION PLAN COME NOW the above-captioned debtors and debtors in possession (collectively, the Debtors, 1 in the above-styled jointly administered case (the Case, by and through the undersigned counsel, and hereby seek authority pursuant to Section 363(b(1 of Title 11 of the United States Code, 11 U.S.C. 101 et seq. as amended (the Bankruptcy Code, to enter into the Agreement for Appointment of Trustee and Termination of Pension Plan attached hereto as Exhibit A (the Agreement, by and between Beaulieu Group, LLC ( Beaulieu and the Pension Benefit Guaranty Corporation (the PBGC. In support of this Motion, the Debtors respectfully represent as follows: Jurisdiction and Venue 1. This Court has jurisdiction of this Motion pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b(2. Venue of the Debtors Case and this Motion in this District are proper pursuant to 28 U.S.C and The statutory predicate for the relief sought herein is Section 363(b(1 of the Bankruptcy Code. 1 The Debtors in these cases along with the last four digits of their federal tax identification number are: Beaulieu Group, LLC (2636, Beaulieu Trucking, LLC (0383 and Beaulieu of America, Inc. (9706.

3 Document Page 3 of 14 Background 2. On July 16, 2017 (the Petition Date, the Debtors filed voluntary petitions with the United States Bankruptcy Court for the Northern District of Georgia, Rome Division (the Court under Chapter 11 of the Bankruptcy Code. The Debtors are authorized to operate their business as debtors in possession pursuant to Sections 1107(a and 1108 of the Bankruptcy Code. 3. No trustee or examiner has been appointed in this Case. No request has been made for the appointment of a trustee or examiner. An Official Committee of Unsecured Creditors (the Committee was appointed on July 21, Prior to the Petition Date, Beaulieu purchased a company, Coronet Industries, Inc. ( Coronet, which had an established defined benefit pension plan (as thereafter amended, the Pension Plan. Subsequent to the purchase of Coronet, Beaulieu became the primary sponsor of the Pension Plan, which was a single-employer plan, and covered certain current and former employees of Beaulieu and Coronet. The Pension Plan was frozen well prior to the Petition Date. As of October 26, 2017, Beaulieu was the administrator of the Pension Plan within the meaning of 29 U.S.C. 1002(16 and 1301(a(1. 5. Based on its current financial situation, the Debtors are unable (i to meet current minimum funding requirements of the Pension Plan and (ii to meet future minimum funding requirements of the Pension Plan

4 Document Page 4 of The Debtors seek authority for Beaulieu to enter into the Agreement which provides that: (i the Pension Plan will terminate; (ii the PBGC will be appointed as the statutory trustee of the Pension Plan; and (iii the termination date of the Pension Plan will be established as of October 26, Relief Requested 7. By this Motion, the Debtors request entry of an order authorizing Beaulieu to enter into the Agreement attached hereto as Exhibit A. Basis for Relief 8. Section 363(b(1 of the Bankruptcy Code provides in relevant part that [t]he Trustee, after notice and a hearing, may use, sell or lease, other than in the ordinary course of business, property of the estate. 9. The Debtors believe they are authorized under Section 363(c(1 of the Bankruptcy Code to have Beaulieu enter into the Agreement with the PBGC in the ordinary course of business; however out of an abundance of caution, the Debtors seek authority to enter into the Agreement pursuant to Section 363(b(1 of the Bankruptcy Code to the extent that Beaulieu s entry into the Agreement would be outside the ordinary course of business of the Debtors. 10. The Debtors believe that Beaulieu s execution of the Agreement is in the best interest of the Debtors, their estates, and their creditors. Given that the Debtors have liquidated substantially - 4 -

5 Document Page 5 of 14 all of their assets and ceased operations, the Debtors can no longer maintain the Pension Plan. For the foregoing reasons, the Debtors respectfully submit that authorizing Beaulieu to enter into the Agreement is justified and appropriate and a proper exercise of the Debtors business judgment. Notice 13. Notice of this Motion is being provided to the Office of the United States Trustee, counsel for the PBGC, counsel for the Committee, and those parties identified on the Master Service List maintained in the Case. In light of the nature of the relief requested, the Debtors respectfully request that the Court find that no further notice is necessary. WHEREFORE, based upon the foregoing, the Debtors respectfully request that this Court (a enter an Order substantially in the form attached hereto as Exhibit B authorizing Beaulieu to execute the Agreement attached hereto as Exhibit A; and (b grant the Debtors such other and further relief as is just and proper. This 21st day of November, SCROGGINS & WILLIAMSON, P.C. One Riverside 4401 Northside Parkway Suite 450 Atlanta, Georgia T: ( F: ( E: rwilliamson@swlawfirm.com aray@swlawfirm.com mlevin@swlawfirm.com By: /s/ Matthew W. Levin J. ROBERT WILLIAMSON Georgia Bar No ASHLEY REYNOLDS RAY Georgia Bar No MATTHEW W. LEVIN Georgia Bar No Counsel for the Debtors - 5 -

6 Document Page 6 of 14 EXHIBIT A Agreement for Appointment of Trustee and Termination of Plan

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10 Document Page 10 of 14 EXHIBIT B Proposed Order

11 Document Page 11 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF GEORGIA ROME DIVISION IN RE: BEAULIEU GROUP, LLC, et al., Debtors. CHAPTER 11 Jointly Administered Under CASE NO mgd ORDER AUTHORIZING THE DEBTORS TO EXECUTE THE AGREEMENT FOR APPOINTMENT OF TRUSTEE AND TERMINATION OF PENSION PLAN THIS MATTER came before the Court at a hearing on January 4, 2018 (the Hearing, to consider the Motion Seeking Entry of an Order Authorizing Debtors to Execute Agreement for Appointment of Trustee and Termination of Pension Plan (the Motion 1 [Dkt. No. ] filed by the Debtors on November 21, Pursuant to the Motion, the Debtors seek entry of an order, pursuant to 11 U.S.C. 363(b(1, authorizing Beaulieu Group, LLC ( Beaulieu to enter into the Agreement with the Pension Benefit Guaranty Corporation (the PBGC for appointment of a trustee and termination of the Pension Plan. The Court having reviewed the Motion, the record in the case, it appearing that due and sufficient notice of the Motion has been given; and it appearing that no other or further notice need be provided; and it appearing that the relief requested by the Motion is in the best interest of the Debtors, their estates, their creditors and other parties in interest; for good cause shown, it is hereby ORDERED, ADJUDGED, and DECREED as follows: Motion. 1. The Motion is GRANTED. 2. Beaulieu is authorized to enter into the Agreement attached as Exhibit A to the 1 Capitalized terms not defined herein shall have the meaning ascribed to them in the Motion.

12 Document Page 12 of This Court shall retain jurisdiction with respect to all matters arising from or relating to the interpretation or implementation of this Order. END OF ORDER Prepared and presented by: SCROGGINS & WILLIAMSON, P.C. By: /s/ Matthew W. Levin J. ROBERT WILLIAMSON Georgia Bar No ASHLEY REYNOLDS RAY Georgia Bar No MATTHEW W. LEVIN Georgia Bar No One Riverside 4401 Northside Parkway Suite 450 Atlanta, GA T: ( F: ( E: Counsel for the Debtors - 2 -

13 Document Page 13 of 14 Distribution List Matthew W. Levin Scroggins & Williamson, P.C Northside Parkway Suite 450 Atlanta, GA Martin P. Ochs Office of the United States Trustee 362 Richard Russell Building 75 Ted Turner Drive, SW Atlanta, GA John F. Isbell Thompson Hine LLP Two Alliance Center 3560 Lenox Road, Suite 1600 Atlanta, GA Courtney L. Morgan Pension Benefit Guaranty Corporation 1200 K Street, N.W. Washington, D.C

14 Document Page 14 of 14 CERTIFICATE OF SERVICE This is to certify that on this date, I served a true and correct copy of the Motion Seeking Entry of an Order Authorizing Debtors to Execute Agreement for Appointment of Trustee and Termination of Pension Plan by causing same to be deposited in the United States Mail with adequate postage affixed thereon and addressed to the following persons: This 21st day of November, Martin P. Ochs Office of the United States Trustee 362 Richard B. Russell Building 75 Ted Turner Drive, SW Atlanta, GA John F. Isbell Thompson Hine LLP Two Alliance Center 3560 Lenox Road, Suite 1600 Atlanta, GA SCROGGINS & WILLIAMSON, P.C. One Riverside 4401 Northside Parkway Suite 450 Atlanta, Georgia T: ( F: ( E: rwilliamson@swlawfirm.com aray@swlawfirm.com mlevin@swlawfirm.com By: /s/ Matthew W. Levin J. ROBERT WILLIAMSON Georgia Bar No ASHLEY REYNOLDS RAY Georgia Bar No MATTHEW W. LEVIN Georgia Bar No Counsel for the Debtors