Case BLS Doc 803 Filed 06/06/17 Page 1 of 8

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1 Case BLS Doc 803 Filed 06/06/17 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF D~LAWARr In re: PHOF,NIX BRANDS LLC, et al., ~ Debtors. PI~OENIX BRANDS LIQUIDATNG TRUS 1, by and through Joseph T. Moldovan, Trustee, v. Plaintiff, LINER RESOURCES CORPORATION f/k/a OCI CIIEMICAL LLC; C1NER WYOMING LLC, Defendants. Chapter 11 Case No (BLS) (Jointly Administered) Adv. Proc. No. 17- (BLS) COMPLAINT FOR AVOIDANCE AND RECOVERY OF PREFERENTI~IL TRANSFERS PURSUANT TO 11 U.S.C. ~~ 547 & 550 AND OBJECTION TO CLAIM NO. 77 Plaintiff, the Phoenix Brands Liquidating Trust, established by the confirmed chapter 11 plan of the above-captioned debtors (the "Debtors"), as represented by the duly appointed Liquidation Trustee, Joseph T. Moldovan (the "Trustee"), not individually but solely as fi'rustee of the Phoenix Brands Liquidating Trust (the "Plaintiffl'), for its Complaint foj~ Avoidance and Recovery ~f~p~~efe~~ential Transfers Puy sucrnt to 11 U.S.C. ~~ 547 & 550 and Objection to Clair~z No. 77 (the "Complaint") against Cinei Resources Corporation f/k/a OCI Chemical LLC and Liner Wyoming LLC (collectively, tl~e "Defendant"), alleges as follows: The Debtot s and the last four digits of their respective federal taxpayer identification n~unbers ai-e as follows: Phoenix Brands LLC, (4609), Phoe»ix Brands Parent LLC, (8729), Phoenix North LLC, (no EIN), Phoenix Brands Canada ULC (a Nova Scotia Company), Phoenix RIT LLC, (5]49), and Phoenix Brands Canada Lau»dry LLC (no EIN). The address of each of the Debtors is 1 Land~narl< Square, Suite l8]0, Stamford, CT 06901, except Phoenix Brands Canada Ul.,C, which is Box 50, l First Canadian Place, Toronto, Ontario, Canada MSX ] B8. DOCS Lt1: /002

2 Case BLS Doc 803 Filed 06/06/17 Page 2 of 8 Nature of the Action The Plaintiff brings this action against the Defendant to avoid and recover certain preferential transfers that occurred during the 90-day period prior to commencement of the Debtors' bankruptcy cases. The Plaintiff also objects to claim number 77 filed by the Defendant. The Parties 2. Joseph T. Moldovan is the duly appointed Trustee of the Phoenix Brands Liquidating Trust (the "Trust"), following the confirmation of the Joint Plan of Liquidation of the Debtors c~nd Official Committee of Unsecured Ci~editoNs in the Chapter 11 Cases. The Trust was established for the benefit of the holders of General Unsecured Claims entitled to receive distributions from the Trust under the Plan and is authorized under the Plan, Confirmation Order, and its trust agreement to bring this action. The Trustee is the representative of the Debtors' estates under section 1123(b)(3)(B) of Chapter 11 of Title 11, United States Code (the "Bankt~uptcy Code"), and is authorized, on behalf of the Trust, to litigate all Causes of Action of the Trust and object to claims as provided and defined in the Plan. Upon information and belief, Ciner Resources Corporation f/k/a OCI Chemical LLC is a corporation formed under the laws of the State of Delaware and Ciner Wyoming LLC is a limited liability company formed under the laws of the State of Delaware that both maintain their principal place of business at 5 Concourse Parkway, Suite 2500, Atlanta, Georgia.

3 Case BLS Doc 803 Filed 06/06/17 Page 3 of 8 Jurisdiction and Venue 4. The United States Bankruptcy Court for the District of Delaware (the "Bankruptcy") has jurisdiction over this adversary proceeding under the Bankruptcy Code pursuant to 28 U.S.C. 157(a) and 1334(a). This proceeding is a core proceeding within the meaning of 28 U.S.C. 157(b) and the Bankruptcy Court may enter final orders for the matters contained herein: 6. Pursuant to Local Bankruptcy Rule , the Plaintiff affirms its consent to the entry of final orders or judgments by the Court if it is determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the United States Constitution. 1409(a). 7. Venue in this District is proper pursuant to 28 U.S.C and 8. This adversary proceeding is commenced pursuant to Rule 7001(1) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and sections 502(d), 547 and 550 ofthe Bankruptcy Code. Case Bacic~round 9. On May 19, 2016, Debtors Phoenix Brands, LLC, Phoenix Brands Parent, LLC, Phoenix North, LLC, and Phoenix Canada ULC (collectively, the "Original Debtors") each conunenced a case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code. On June 1, 201 h, Debtor Phoenix Kit LLC filed its vohintary petition foi i elie On Jame 17, 2016, Debtor Phoenix Canada Bl-ands Laund7y LLC filed its voluntary petition for relief (collectively with the Original Debtors and P1loenix Rit LLC, the "Chapter- l 1 Cases") DOCS_l_.A:30621 J /002 3

4 Case BLS Doc 803 Filed 06/06/17 Page 4 of The Chapter 11 Cases are jointly administered under Case No (BLS). 11. On December 19, 2016, the Bankruptcy Court entered an order (the "Confirmation Order") [Docket No. 645] confirming the Joint Plan of Liquidation of the Debtors and the Official Committee of Unsecui^ed Creditors Under Chaptei 11 of the Banki uptcy Code (the "Plan") [Docket No. 560]. The Plan became effective December 27, 2016 [Docket No. 656]. 12. Pursuant to Article VIII of the Plan, upon the Effective Date, the Trust was established and Joseph T. Moldovan was appointed Liquidation Trustee of the Trust. Under the Plan, this action was transferred to the Trust. Facts 13. Prior to the commencement of the Chapter 11 Cases, the Debtors were nationally recognized laundry and fabric care companies. 14. Prior to the Petition Date, Phoenix Brands LLC (the "Identified Debtor") made certain payments to Defendant for goods sold (Soda Ash) to the Debtors pursuant to purchase orders and invoices including as reflected in the invoices and transfers identified on rxh;h;r A 15. During the ninety days prior to the Petition Date, the Debtors made payments to or for the benefit of the Defendant (collectively, the "Transfer's"), including those identified on Exhibit A attached hereto. Exhibit A sets forth the details of each of the Transfers, including the identity of the transferor Debtor, check or payment number, payment date, clear date, and payment amount. The aggregate amount of the Transfers is not less than $73, nocs i_~:3o~zi i.z ~o~s~iooz 4

5 Case BLS Doc 803 Filed 06/06/17 Page 5 of Although it is possible that some Transfers might be subject in whole or in part to defenses under 11 U.S.C. 547(c), Defendant bears the burden of proof pursuant to 11 U.S.C. 547(g) to establish any defenses) under ll U.S.C. 547(c). PlaintifFsent an advance demand letter to Defendant inviting an exchange of information regarding any potential defenses, but the parties were unable to reach any resolution as to validity of the defenses. First Claim for Relief (Avoidance of Preferential Transfers-11 U.S.C. 547) 17. The Plaintiff repeats and realleges the allegations in paragraphs 1 through 16, above, as though fully set forth at length. 18. Within the ninety days prior to the Petition Date, the Identified Debtor made transfers to Defendant in the total amount of $73,684.64, as more specifically described in Exhibit A attached hereto (the "Transfers") and incorporated herein by this reference. 19. each of the Transfers to the Defendant was a transfer of property of Identified Debtor. 20. Each of the Transfers to the Defendant was made to or for the benefit of the Defetldant. 21. The Defendant was a creditor of the Identified Debtor (within the meaning of I 1 U.S.C. 110(10)) at the time that each of the Transfers was made or, alternately, received each of the Transfers for the benefit of a creditor or creditors of the Identified Debtor. 22. Each of the 7~ransfers to the Defendant was r~iade on accolmt of an antecedent debt owed by the identified Debtor to the Defendant before the transfer was made. nocs_i_n:3o~z~ i.2 ~o~g~ioo2 5

6 Case BLS Doc 803 Filed 06/06/17 Page 6 of Each of the Transfers was made while the identified Debtor was insolvent. The Identified Debtor is presumed to be insolvent during the 90 days preceding the Petition Date pursuatrt to 11 U.S.C Each of the Transfers enabled the Defendant to receive more than. the Defendant would have received if (i) the transfers and/or payments had not been made, and (ii) the Defendant received payment on account of the debt paid by each of the Transfers to the extent provided by the Bankruptcy Code. 25. As of the date hereof, the Defendant has not returned any the Transfers to the Plaintiff. 26. The Plaintiff is entitled to an order and judgment under 11 U.S.C. 547 that the Transfers are avoided. Second Claim for Relief (Recovery of Property ll U.S.C. 550) 27. The Plaintiff repeats and realleges the allegations iil paragraphs 1 through 26, above, as though fully set forth at length. 28. Pursuant to 11 U.S.C. 550(a), to the extent that a transfer is avoided under 11 U.S.C. ~ 547, the Plaintiff may recover for the benefit of the estate the property transferred or the value of such property from (a) the initial transferee of such transfer or the entity for whose such transfer was made or (b) any immediate or mediate transferee of such initial n-ansferee. DOCS_LA: /002 6

7 Case BLS Doc 803 Filed 06/06/17 Page 7 of The Defendant is either the (a) initial transferee of the Transfers, the entity for whose benefit the Transfers were made, or (b) an immediate or mediate transferee of the initial transferee. 30. Subject to the Defendant's potential defenses, the Plaintiff is entitled to recover the value of the Transfers pursuant to 11 U.S.C. 550(a). Third Claim for Relief (Objection to Claim No. 77--Disallo~~~ance Under 11 U.S.C. 542(d)) 31. The Plaintiff repeats and realleges the allegations in paragraphs 1 through 30, above, as though fully set forth at length. 32. Claim No. 77 asserts a right to payment allegedly owed by one or snore of the Debtors. 33. As alleged above, each Preferential Transfer constitutes an avoidable preference pursuant to Bankruptcy Code section 547(b), which is recoverable pursuant to Bankruptcy Code section Accordingly, pursuant to Bankruptcy Code section 502(d), Claim No. 77 must be disallowed unless and until Defendant pays to the Trustee an amount equal to each Preferential Transfer that is avoided including pre- and post judgment interest on the avoided amount. WHEREFORE, the Plaintiff prays for judgment as follows: Pursuant to tl~e First and Second Claims for Relief, for a determination that each of the Transfers is avoidable as a pr~fereniia] transfer under Section 547 of the Bankruptcy Code, l~ocs_i_n:3o~zi i.z ~o~svooz ~

8 Case BLS Doc 803 Filed 06/06/17 Page 8 of 8 and that the Plaintiff is entitled to recover the Transfers in the total amount of $73, under Section 550 of the Bankruptcy Code; 2. Pursuant to the Third Claim for Relief, for disallowance of Claim No. 77 in accordance with Bankruptcy Code section 502(d) pending payment by Defendant to the Trustee of any avoidable and recoverable transactions: 3. Por costs of suit incurred herein, including, without limitation, attorneys' fees; 4. For pre- and post judgment interest on the judgment amount to the fullest extent allowed by applicable law; and 5. For such other and further relief as the Court may deem just and proper. Dated: June 6, 2017 /s/ LazaT~a Davis Jones Laura Davis Jones (DE Bar No. 2436) Andrew W. Caine (CA Bar No ) Joseph M. Mulvihill (DE Bar No. 6061) PACHULSKI, STANG, ZIEHL &JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE (Courier 19801) Telephone: (302) Facsimile: (302) 'oi~ Zes cr,pszjlaw.com acaine~pszalaw.com jmulvihill cr,pszjlaw.com Counsel to Plaintiff, the Phoenix Brands Liquidating Trust DOGS I,A:30621 L /002

9 Case BLS Doc Filed 06/06/17 Page 1 of 3

10 A B C D E F G H I J K 12 PHOENIX BRANDS LLC ~'~, ( ~ 13 CK. DATE CK NO. Vendor # Vendor i Invoice Number P.O. # Due Date ross Amt et Amoun Inv. Date C9a~e ~lear~d oci i 14 1/22/ CHEMICAL LLC /17/ , j 10, /23/2015 2/22/2016 I ' OCI ~ I 15 2/12/ CHEMICAL LLC I /9/2016 (1,784.22) (1,784.22) 7/21/2015 3/4/2016 ~ ~ OQ ~ 16 2/12/ CHEMICALLLC ~ /9/2016 ~ (10,969.69) (10,969.69)1 12/30/2015 3/4/2016 I i 1~ 2/12/ OCI ~ j ~CHEMICALLLC /9/2016 i ~ 12/30/2015 3/4/2016 OCI 18 2/12/2016 ~ '~CHEMICALLLC /9/2016 i 10, , /12/2015 3/4/ i ~ OCI 19 2/12/ ! CHEMICAL LLC ~ 2/9/ , , /15/2016 3~4~2~16 OCI ( ~ Z~ 2/19/ CHEMICALLLCI /12/ , i 10, /18/2016 3/15/2016 i OCI ~ ZZ 2/26/ CHEMICALILCj D7356 2/22/ , ~ 10, /28/2016 'i 3/21/2016 OCI ~ 22 3/11/ CHEMICALLLC ; /8/ , ~ 10, /12/2016 4/25/2016 '' i i Case BLS Doc Filed 06/06/17 Page 2 of 3

11 A ~' ', ', I ', B C D E F G H I J K L 1 PHOENIX BRANDS LLC ' ~ 2 CK. DATE '', CK NO. ~ Vendor # Vendor oice Numl; P.O. # 'Due Date ross Am Discounts~et Amoun! Inv. Date 13aYe CBear~d LINER ~ WYOMING 3 3/18/2016 _ j LLC /14/ , ~ - 10, /18/2016 4/19/2016 j LINER ~ i WYOMING 4 3/25/ ~ LLC i /21/ , ~ 10,154J6 2/22/2016 4/26/2016 Case BLS Doc Filed 06/06/17 Page 3 of 3