rbk Doc#654 Filed 11/30/18 Entered 11/30/18 22:06:23 Main Document Pg 1 of 10

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1 rbk Doc#654 Filed 11/30/18 Entered 11/30/18 22:06:23 Main Document Pg 1 of IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: A GACI, L.L.C., Reorganized Debtor. Chapter 11 Case No rbk-11 REORGANIZED DEBTOR S SEVENTH OMNIBUS OBJECTION TO CLAIMS (Disputed Amounts Secured and Priority) THIS IS AN OBJECTION TO YOUR CLAIM IN THIS BANKRUPTCY CASE. THIS OBJECTION ASKS THE COURT TO DISALLOW (ELIMINATE), REDUCE, OR MODIFY YOUR CLAIM AS SET FORTH IN THIS OBJECTION. IF YOU DO NOT FILE A WRITTEN RESPONSE TO THIS OBJECTION WITHIN 30 DAYS FROM THE DATE OF MAILING OF THIS OBJECTION, THE COURT MAY DISALLOW (ELIMINATE), REDUCE, OR MODIFY YOUR CLAIM AS SET FORTH IN THIS OBJECTION, WITHOUT A HEARING BEING HELD. ANY RESPONSE TO THIS OBJECTION MUST EXPLAIN YOUR POSITION AND BE TIMELY FILED WITH THE UNITED STATES BANKRUPTCY CLERK, WESTERN DISTRICT OF TEXAS, SAN ANTONIO DIVISION, HIPOLITO F. GARCIA FEDERAL BUILDING AND UNITED STATES COURTHOUSE, 651 E. HOUSTON, ROOM 597, SAN ANTONIO, TX IF A TIMELY RESPONSE IS FILED, THE COURT WILL THEN SET A HEARING ON THE OBJECTION AND YOU WILL BE PROVIDED WITH NOTICE OF THE DATE, TIME, AND PLACE OF THE HEARING. IF YOU DO NOT ATTEND THE HEARING, THE COURT MAY DECIDE THAT YOU DO NOT OPPOSE THE OBJECTION TO YOUR CLAIM. A GACI, L.L.C. ( A GACI or the Reorganized Debtor ), hereby files this Reorganized Debtor s Seventh Omnibus Objection to Claims (Disputed Amounts Secured and Priority) (the Objection ). In support of the Objection, the Reorganized Debtor respectfully states as follows: Jurisdiction and Venue 1. The United States District Court for the Western District of Texas (the District Court ) has jurisdiction over the subject matter of this Objection pursuant to 28 U.S.C The District Court s jurisdiction has been referred to this Court pursuant to 28 U.S.C. 157 and the District Court s Order of Reference of Bankruptcy Cases and Proceedings dated October 4,

2 rbk Doc#654 Filed 11/30/18 Entered 11/30/18 22:06:23 Main Document Pg 2 of This is a core matter pursuant to 28 U.S.C. 157(b), which may be heard and finally determined by this Court. Venue is proper pursuant to 28 U.S.C and Background 2. On January 9, 2018 (the Petition Date ), the Reorganized Debtor filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) commencing the above captioned case (the Chapter 11 Case ). 3. On January 12, 2018, the Court entered a Notice of Chapter 11 Bankruptcy Case, Meeting of Creditors and Deadlines [Docket No. 57], in which the Court set May 14, 2018 as the deadline for non-governmental entities to file their proof of claims (the Bar Date ). 4. On July 27, 2018, the Reorganized Debtor filed the Second Amended Plan of Reorganization of A GACI, L.L.C. Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 488] (the Plan ). On the same day, the Court entered the Findings of Fact, Conclusions of Law, and Order Confirming the Second Amended Plan of Reorganization of A GACI, L.L.C. Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 496] (the Confirmation Order ) confirming the Plan. The Plan went effective on August 2, 2018 (the Effective Date ). 5. Pursuant to Article VII.D of the Plan, any objections to claims shall be filed on or before the later of (1) 120 days after the Effective Date (the Objection Deadline ) and (2) such other period of limitation as may be specifically fixed by the Court. As of the date of this Objection, the Court has not specifically fixed a period of limitation for claim objections other than the Objection Deadline. Relief Requested 6. The Reorganized Debtor and its professionals have reviewed, and continue to review, the proofs of claim filed in this case. During this review, the Reorganized Debtor identified certain claims to which the Reorganized Debtor objects. Pursuant to 11 U.S.C. 502

3 rbk Doc#654 Filed 11/30/18 Entered 11/30/18 22:06:23 Main Document Pg 3 of and Federal Rule of Bankruptcy Procedure 3007(d), the Reorganized Debtor objects to each of the proofs of claim listed on Exhibit 1 (the Claims ) to the proposed order attached hereto at Exhibit A. 7. The Reorganized Debtor objects to each of the Claims identified on Exhibit 1 on the grounds that the amounts of the Claims are not consistent with the Reorganized Debtor s books and records. For each relevant claimant, Exhibit 1 identifies: (a) the Proof of Claim number; (b) the Proof of Claim date; (c) the name and address of the claimant; (d) the amount of the Claim as filed; and (e) the amount of the Claim according to the Reorganized Debtor s books and records. The Reorganized Debtor requests that the Claims listed for each claimant on Exhibit 1, if they have any value, be allowed in the amount consistent with the Reorganized Debtor s records. To the extent the Claim amount according to the Reorganized Debtor s records is $0, the Claim should be disallowed and expunged from the official claims register. Basis for Relief Requested 8. Section 502(a) of the Bankruptcy Code governs objections to claims and provides that [a] claim or interest, proof of which is filed under section 501 of this title, is deemed allowed, unless a party in interest objects. 11 U.S.C. 502(a). If such objection to a claim is made, the court, after notice and hearing, shall determine the amount of such claim in lawful currency of the United States as of the date of the filing of the petition, and shall allow such claim in such amount. Id. 502(b). 9. Bankruptcy Rule 3007 addresses the objections to claims. FED. R. BANKR. P The burden of proof is on the objecting party to produce sufficient evidence to overcome the prima facie effect of the claim. See In re O Conner, 153 F.3d 258, 260 (5th Cir. 1998). If the objecting party succeeds, the burden shifts to the party asserting the claim, who must then establish the validity of the claim by a preponderance of the evidence. Id. The ultimate burden

4 rbk Doc#654 Filed 11/30/18 Entered 11/30/18 22:06:23 Main Document Pg 4 of of proof lies with the party who would bear the burden if the dispute arose outside of the bankruptcy context. See In re Armstrong, 320 B.R. 97 (Bankr. N.D. Tex. 2005).. Each of the Claims listed on Exhibit 1 differs in amount from the amount the Reorganized Debtor believes is owed under the Claim. If the Claims were allowed in full, each claimant would receive more than they are actually owed under the Claim. Therefore, the Claims should not be allowed in the full amount as filed. If the Claim according to the Reorganized Debtor s records is $0, it should be disallowed and expunged from the official claims register. Reservation of Rights 11. The relief requested in this Objection is without prejudice to, nor does it constitute any waiver of, any claims or causes of action or defense to any claim belonging to (or that could be asserted by) the Reorganized Debtor or its bankruptcy estate. The Reorganized Debtor reserves the right to amend, supplement, or otherwise modify the Objection and to file additional objections, both technical and substantive, to the Claims. Conclusion WHEREFORE, the Reorganized Debtor respectfully requests that the Court (i) sustain the Objection to the Claims listed on Exhibit 1; (ii) allow Claims listed on Exhibit 1, if they have any value according to the Reorganized Debtor s records, in the amount consistent with the Reorganized Debtor s records; (iii) disallow and expunge the Claims that are $0 according to the Reorganized Debtor s records; and (iv) grant such other and further relief as may be just.

5 rbk Doc#654 Filed 11/30/18 Entered 11/30/18 22:06:23 Main Document Pg 5 of DATED this 30th day of November, HAYNES AND BOONE, LLP By: /s/ David L. Staab Ian T. Peck State Bar No David L. Staab State Bar No Victory Avenue, Suite 700 Dallas, TX Telephone: Facsimile: ian.peck@haynesboone.com david.staab@haynesboone.com ATTORNEYS FOR REORGANIZED DEBTOR

6 rbk Doc#654 Filed 11/30/18 Entered 11/30/18 22:06:23 Main Document Pg 6 of Exhibit A Proposed Order

7 rbk Doc#654 Filed 11/30/18 Entered 11/30/18 22:06:23 Main Document Pg 7 of IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: A GACI, L.L.C., Debtor. Chapter 11 Case No rbk-11 ORDER SUSTAINING REORGANIZED DEBTOR S SEVENTH OMNIBUS OBJECTION TO CLAIMS (Disputed Amounts Secured and Priority) The Court has considered the Reorganized Debtor s Seventh Omnibus Objection to Claims (Disputed Amounts Secured and Priority) (the Objection ) 1 filed by the Reorganized Debtor in the above-captioned chapter 11 case. The Court finds that: (i) it has jurisdiction over the matters raised in the Objection pursuant to 28 U.S.C. 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and (iii) proper and adequate notice of the Objection has been given and no other or further notice is necessary. Therefore, upon the record 1 All otherwise undefined terms shall have the same meaning ascribed to them in the Objection.

8 rbk Doc#654 Filed 11/30/18 Entered 11/30/18 22:06:23 Main Document Pg 8 of herein after due deliberation thereon, good and sufficient cause exists for the granting of the relief as set forth herein. IT IS HEREBY ORDERED THAT: 1. The Objection is SUSTAINED. 2. The Claims shown on Exhibit 1 to this Order shall be modified in the claims register to reflect the amount of the applicable reduced Claim in accordance with the Debtor s books and records. 3. To the extent the Claims shown on Exhibit 1 are valued at $0 according to the Reorganized Debtor s records, the Claims are hereby disallowed and expunged from the official claims register. 4. This Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. Submitted by: # # # Ian T. Peck State Bar No David L. Staab State Bar No HAYNES AND BOONE, LLP 2323 Victory Avenue, Suite 700 Dallas, TX Telephone: Facsimile: ian.peck@haynesboone.com david.staab@haynesboone.com ATTORNEYS FOR REORGANIZED DEBTOR

9 rbk Doc#654 Filed 11/30/18 Entered 11/30/18 22:06:23 Main Document Pg 9 of Exhibit 1 Claims

10 rbk Doc#654 Filed 11/30/18 Entered 11/30/18 22:06:23 Main Document Pg of Proof of Claim Date Filed Name and Address Bexar County Linebarger Goggan Blair & Sampson, LLP 711 Navarro Street, Ste 300 San Antonio, TX Cape Robbin, Inc. Cape Robbin, Inc W Mission Blvd, F Pomona, CA michael@caperobbin.com Fort Bend County Linebarger Goggan Blair & Sampson, LLP PO Box 3064 Houston, TX Houston_bankruptcy@publicans.com Harris County, Et al Linebarger Goggan Blair & Sampson, LLP PO Box 3064 Houston, TX Houston_bankruptcy@publicans.com Lubbock Central Appraisal District Laura J. Monroe P.O. Box 817 Lubbock, TX lmonroe@pbfcm.com Midland Central Appraisal District Lee Gordon McCreary, Veselka, Bragg & Allen, P.C. P.O. Box 1269 Round Rock, Texas lgordon@mvbalaw.com TCF Equipment Finance, a Division of TCF National Bank TCF Equipment Finance 110 Wayzata Blvd, Suite 801 Minnetonka, MN workouts@tcfef.com Amount of Claim as Filed Amount of Claim Per Books & Records of Reorganized Debtor $245, $221, $9, $7,607 $6, $3, $37, $18, $13, $6, $8, $4, $253, $179,436.16