smb Doc 479 Filed 02/28/19 Entered 02/28/19 17:18:29 Main Document Pg 1 of 19

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1 Pg 1 of 19 Jennifer C. DeMarco Robert Johnson CLIFFORD CHANCE US LLP 31 West 52nd Street New York, NY Telephone +1 (212) Facsimile +1 (212) Attorneys for Sumitomo Mitsui Banking Corporation, Brussels Branch, as Administrative Agent UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re WAYPOINT LEASING HOLDINGS LTD., et al., s x Chapter 11 Case No (SMB) (Jointly Administered) NOTICE OF CLOSING OF THE WAC12 SALE TRANSACTION AND CERTIFICATE OF NO OBJECTION UNDER 28 U.S.C REGARDING THE MOTION OF SUMITOMO MITSUI BANKING CORPORATION, BRUSSELS BRANCH, FOR ENTRY OF AN ORDER DISMISSING THE CHAPTER 11 CASES OF WAYPOINT ASSET CO 12 LIMITED AND THE OTHER WAC12 DEBTORS EFFECTIVE AS OF THE CLOSING DATE UNDER THE WAC12 PURCHASE AGREEMENT Pursuant to 28 U.S.C. 1746, and in accordance with this Court s case management procedures set forth in the Final Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P. 1015(c), 2002(m) and 9007 Implementing Certain Notice and Case Management Procedures [ECF No. 155] (the Case Management Order ), the undersigned hereby certify as follows 1 A list of the s, along with the last four digits of each s federal tax identification number, as applicable, is attached hereto as Exhibit A v

2 Pg 2 of On February 15, 2019, the WAC12 Administrative Agent filed (i) the Motion of Sumitomo Mitsui Banking Corporation, Brussels Branch, in Its Capacity as Administrative Agent for the WAC12 Lenders, for Entry of an Order Dismissing the Chapter 11 Cases of Waypoint Asset Co 12 Limited and the Other WAC12 s Effective as of the Closing Date Under the WAC12 Purchase Agreement [ECF No. 446] (the Motion ) 2 and (ii) the Declaration of Jennifer C. DeMarco in Support of an Order to Show Cause Scheduling a Hearing on Shortened Notice to Consider Dismissal of the Chapter 11 Cases of Waypoint Asset Co 12 Limited and the Other WAC12 s Effective as of the Closing Date under the WAC12 Purchase Agreement [ECF No. 447]. 2. On February 19, 2019, the Court entered the Order to Show Cause Scheduling a Hearing on Shortened Notice to Consider Dismissal of the Chapter 11 Cases of Waypoint Asset Co 12 Limited and the Other WAC12 s Effective as of the Closing Date Under the WAC12 Purchase Agreement [ECF No. 451] (the Order to Show Cause ). 3. Pursuant to the Order to Show Cause, the Court scheduled a hearing on the Motion for February 26, 2019 (the Hearing ) and fixed the deadline for parties to object to the Motion as February 25, 2019 (the Objection Deadline ). 4. The s informed the WAC12 Administrative Agent of their objection to the Motion prior to the Objection Deadline. At the Hearing the s agreed to withdraw the objection upon consummation of the WAC12 Credit Bid and to inform the Court to such withdrawal by filing a certificate of no objection. 2 Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Motion v

3 Pg 3 of No other party objected to or responded to the Motion by the Objection Deadline or at the Hearing. Additionally, to the best of the WAC12 Administrative Agent s counsel s knowledge, no responsive pleadings were filed with the Court on the docket of these Chapter 11 Cases in accordance with the procedures set forth in the Case Management Order or served on counsel to the WAC12 Administrative Agent. 6. At the Hearing, the Court granted the Motion subject to the filing by the WAC12 Administrative Agent of the Closing Notice and the filing of a certificate of no objection by the s. 7. On February 28, 2019, the WAC12 Credit Bid closed and the Closing Date under the WAC12 Purchase Agreement occurred. 8. The s do not object to the relief requested in the Motion. 9. Accordingly, the WAC12 Administrative Agent respectfully requests that the Court enter the proposed order annexed hereto as Exhibit B. The WAC12 Administrative Agent made minor changes to the proposed order filed in advance of the Hearing [ECF No. 463]; a blackline against the proposed order filed in advance of the Hearing is annexed hereto as Exhibit C v

4 Pg 4 of 19 We declare that the foregoing is true and correct. Dated February 28, 2019 New York, New York CLIFFORD CHANCE US LLP By /s/ Jennifer C. DeMarco Jennifer C. DeMarco Robert Johnson 31 West 52nd Street New York, NY Telephone +1 (212) Facsimile +1 (212) jennifer.demarco@cliffordchance.com robert.johnson@cliffordchance.com Attorneys for Sumitomo Mitsui Banking Corporation, Brussels Branch, as Administrative Agent /s/ Kelly DiBlasi WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Gary T. Holtzer Robert J. Lemons Kelly DiBlasi Matthew P. Goren Attorneys for s and s in Possession v

5 Pg 5 of 19 Exhibit A s Last 4 Digits of Tax ID Number Last 4 Digits of Tax ID Number Waypoint Leasing Holdings Ltd AE Helicopter (5) Limited N/A Waypoint Leasing (Luxembourg) S.à r.l. Waypoint Leasing (Ireland) Limited 7041 AE Helicopter (6) Limited N/A 6600 MSN Trust N/A Waypoint Asset Co 10 Limited 2503 MSN Trust N/A MSN 2826 Trust N/A MSN Trust N/A MSN 2879 Trust N/A MSN Trust N/A Waypoint Asset Co 11 Limited 3073 MSN Trust N/A MSN 2905 Trust N/A MSN Trust N/A Waypoint Asset Co 12 Limited 0541 MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A Waypoint Asset Co 1E Limited 6089 MSN Trust N/A Waypoint Asset Euro 1F Limited 7099 MSN Trust N/A MSN Trust N/A MSN 9229 AS N/A Waypoint Asset Malta 1A Limited 2966 Waypoint Asset Co 3A Limited 6687 Waypoint Leasing Singapore 1 Pte. Limited 2403 MSN Trust N/A Waypoint Leasing UK 1A Limited 2226 Waypoint Asset Euro 1A Limited v0.1 - A-1 -

6 Pg 6 of 19 Last 4 Digits of Tax ID Number Last 4 Digits of Tax ID Number Waypoint Asset Co 14 Limited 1585 MSN 4466 Trust N/A Waypoint Asset Co 15 Limited 1776 MSN 4469 Trust N/A Waypoint Asset Co 3 Limited 3471 MSN 6655 Trust N/A MSN 6658 Trust N/A Waypoint Asset Funding 6 LLC 4964 Waypoint Business Trust N/A Waypoint Asset Co 7 Limited 9689 MSN 7152 Trust N/A Waypoint Asset Euro 7A Limited 2406 MSN 7172 Trust N/A Waypoint Asset Co 8 Limited 2532 Waypoint Asset Funding 3 LLC 4960 MSN Trust N/A Waypoint Asset Malta Ltd 5348 MSN Trust N/A Waypoint Leasing Labuan 3A Limited 8120 MSN Trust N/A Waypoint Leasing UK 3A Limited 0702 MSN Trust N/A Waypoint Asset Co 4 Limited 0301 MSN Trust N/A Waypoint Asset Co 5 Limited 7128 MSN Trust N/A MSN 1251 Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN 2047 Trust N/A MSN Trust N/A MSN 2057 Trust N/A Waypoint 206 Trust N/A Waypoint Asset Co 5B Limited 2242 Waypoint 407 Trust N/A Waypoint Leasing UK 5A Limited 1970 Waypoint Asset Euro 1B Limited 3512 Waypoint Asset Co 6 Limited 8790 Waypoint Asset Euro 1C Limited 1060 MSN Trust N/A MSN Trust N/A v0.1 - A-2 -

7 Pg 7 of 19 Last 4 Digits of Tax ID Number Last 4 Digits of Tax ID Number MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A Waypoint Asset Funding 8 LLC 4776 MSN 2916 Trust N/A Waypoint Leasing UK 8A Limited 2906 MSN Trust N/A Waypoint Leasing US 8A LLC 8080 MSN Trust N/A Waypoint Asset Co 9 Limited 6340 MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN Trust N/A MSN 9205 Trust N/A Waypoint Asset Co 1B Limited 5795 MSN 9229 Trust N/A MSN Trust N/A Waypoint Asset Co 1A Limited 1208 Waypoint Asset Co 5A Limited 4148 Waypoint Leasing Labuan 1A Limited 2299 MSN Trust N/A Waypoint Asset Co 1C Limited 0827 Waypoint Asset Euro 9A Limited 2276 Waypoint Asset Co 1D Limited 7018 Waypoint Asset Euro 1E Limited 6050 Waypoint Asset Co 1F Limited 6345 Waypoint Leasing UK 9A Limited 5686 Waypoint Asset Co 1G Limited v0.1 - A-3 -

8 Pg 8 of 19 Last 4 Digits of Tax ID Number Last 4 Digits of Tax ID Number Waypoint Asset Sterling 9A Limited Waypoint Asset Company Number 1 (Ireland) Limited 1161 Waypoint Asset Co 1H Limited Waypoint Asset Co 1J Limited 7729 Waypoint Asset Euro 1D Limited 1360 MSN Trust N/A Waypoint Asset Co 1L Limited 2360 MSN Trust N/A Waypoint Asset Co 1M Limited 5855 MSN Trust N/A Waypoint Asset Co 1N Limited 3701 MSN Trust N/A Waypoint Asset Euro 1G Limited 4786 MSN Trust N/A Waypoint Asset Funding 1 LLC 7392 Waypoint Asset Funding 2 LLC 7783 Waypoint Leasing UK 1B Limited 0592 Waypoint Asset Co 1K Limited 2087 Waypoint Leasing UK 1C Limited 0840 Waypoint Leasing Services LLC 8965 Waypoint Asset Company Number 2 (Ireland) Limited 7847 Waypoint Leasing (Luxembourg) Euro S.à r.l Waypoint 2916 Business Trust N/A v0.1 - A-4 -

9 Pg 9 of 19 Exhibit B Proposed Order v0.1

10 Pg 10 of 19 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re WAYPOINT LEASING HOLDINGS LTD., et al., s x Chapter 11 Case No (SMB) (Jointly Administered) ORDER DISMISSING THE CHAPTER 11 CASES OF WAYPOINT ASSET CO 12 LIMITED AND THE OTHER WAC12 DEBTORS EFFECTIVE AS OF THE CLOSING DATE UNDER THE WAC12 PURCHASE AGREEMENT Upon the motion (the Motion ) 1 of Sumitomo Mitsui Banking Corporation, Brussels Branch, in its capacity as the administrative agent under the WAC12 Credit Agreement, pursuant to Bankruptcy Code sections 105, 305, 349 and 1112, Bankruptcy Rules 1017, 2002, 9006 and 9014 and Local Rules and for entry of an order dismissing the chapter 11 cases of Waypoint Asset Co 12 Limited and the other WAC12 s effective as of the Closing Date under the WAC12 Purchase Agreement upon the filing of the Closing Notice; the Court having jurisdiction to consider the Motion pursuant to section 1334 of title 28 of the United States Code and the Amended Standing Order of Reference dated January 31, 2012, General Order M-431 (Preska, C.J.); consideration of the Motion and the relief requested therein being a core proceeding pursuant to section 157 of title 28 of the United States Code; venue being proper before the Court pursuant to sections 1408 and 1409 of title 28 of the United States Code; due and proper notice of the Motion having been given as provided in the Motion and the Order to Show Cause Scheduling a Hearing on Shortened Notice to Consider Dismissal of the Chapter 11 Cases of Waypoint Asset Co 12 Limited and the other WAC12 s Effective as of the 1 Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Motion v

11 Pg 11 of 19 Closing Date Under the WAC12 Purchase Agreement [ECF No. 451]; such notice having been adequate and appropriate under the circumstances and it appearing that no other or further notice need be given; the Court having held a hearing on February 26, 2019 (the Hearing ) to consider the Motion and the relief requested therein; the attorneys for the WAC12 Administrative Agent and the attorneys for the s having filed the Closing Notice and declaration pursuant to 28 U.S.C indicating that the WAC12 Credit Bid has closed, the Closing Date under the WAC12 Purchase Agreement occurred on February 28, 2019 and the s do not object to the relief requested in the Motion [ECF No. ]; all objections to the Motion, if any, having been settled, withdrawn or overruled on the merits; the Court having reviewed the Motion and all proceedings heretofore had before the Court; the Court having found and determined that the relief requested in the Motion is in the best interests of the s, their estates, their creditors and all other parties in interest and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that the Motion is granted as set forth herein; and it is further ORDERED that (i) the administration of the Chapter 11 Cases of the WAC12 s set forth in Annex A hereto shall be severed from the joint administration of the above-captioned Chapter 11 Cases and the Clerk of the Court shall make an appropriate docket entry and (ii) the Chapter 11 Cases of the WAC12 s set forth in Annex A hereto shall be dismissed effective as of the Closing Date under the WAC12 Purchase Agreement; and it is further ORDERED that the remaining s shall pay to the Office of the United States Trustee for Region 2 (the U.S. Trustee ) the appropriate sum required pursuant to 28 U.S.C v

12 Pg 12 of and any applicable interest pursuant to 31 U.S.C within ten days of receiving a final invoice from the U.S. Trustee; and it is further ORDERED that, pursuant to section 349 of the Bankruptcy Code, all orders entered by the Court in these Chapter 11 Cases shall remaining binding and continue in full force and effect notwithstanding the entry of this Order; and it is further ORDERED that notwithstanding the provisions of Bankruptcy Rules 6004(h), 6006(d) or any other applicable provisions of the Bankruptcy Code, Bankruptcy Rules or Local Rules, this Order shall not be stayed after the entry hereof and shall be effective and enforceable immediately upon entry; and it is further ORDERED that the WAC12 Administrative Agent is hereby authorized to take such actions as may be necessary to implement and effectuate the relief granted in this Order; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to the interpretation or enforcement of this Order. Dated, 2019 New York, New York HONORABLE STUART M. BERNSTEIN UNITED STATES BANKRUPTCY JUDGE v

13 Pg 13 of 19 Annex A Cases to Be Dismissed Waypoint Asset Co 12 Limited Waypoint Asset Co 1E Limited Waypoint Asset Euro 1F Limited Waypoint Asset Malta 1A Limited Waypoint Leasing Singapore 1 Pte. Limited Waypoint Leasing UK 1A Limited MSN Trust MSN Trust MSN Trust MSN Trust Case Number (SMB) (SMB) (SMB) (SMB) (SMB) (SMB) (SMB) (SMB) (SMB) (SMB) v0.1

14 Pg 14 of 19 Exhibit C Blackline v0.1

15 Pg 15 of 19 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re WAYPOINT LEASING HOLDINGS LTD., et al., s x Chapter 11 Case No (SMB) (Jointly Administered) ORDER DISMISSING THE CHAPTER 11 CASES OF WAYPOINT ASSET CO 12 LIMITED AND THE OTHER WAC12 DEBTORS EFFECTIVE AS OF THE CLOSING DATE UNDER THE WAC12 PURCHASE AGREEMENT Upon the motion (the Motion ) 1 of Sumitomo Mitsui Banking Corporation, Brussels Branch, in its capacity as the administrative agent under the WAC12 Credit Agreement, pursuant to Bankruptcy Code sections 105, 305, 349 and 1112, Bankruptcy Rules 1017, 2002, 9006 and 9014 and Local Rules and for entry of an order dismissing the chapter 11 cases of Waypoint Asset Co 12 Limited and the other WAC12 s effective as of the Closing Date under the WAC12 Purchase Agreement upon the filing of the Closing Notice; the Court having jurisdiction to consider the Motion pursuant to section 1334 of title 28 of the United States Code and the Amended Standing Order of Reference dated January 31, 2012, General Order M-431 (Preska, C.J.); consideration of the Motion and the relief requested therein being a core proceeding pursuant to section 157 of title 28 of the United States Code; venue being proper before the Court pursuant to sections 1408 and 1409 of title 28 of the United States Code; due and proper notice of the Motion having been given as provided in the Motion and the Order to Show Cause Scheduling a Hearing on Shortened Notice to Consider Dismissal of the Chapter 11 Cases of Waypoint Asset Co 12 Limited and the other WAC12 s Effective as of the 1 Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Motion. ` v

16 Pg 16 of 19 Closing Date Under the WAC12 Purchase Agreement [ECF No. 451]; such notice having been adequate and appropriate under the circumstances and it appearing that no other or further notice need be given; the Court having held a hearing on February 26, 2019 (the Hearing ) to consider the Motion and the relief requested therein; the attorneys for the WAC12 Administrative Agent and the attorneys for the s having filed the Closing Notice and declaration pursuant to 28 U.S.C indicating that the WAC12 Credit Bid has closed, the Closing Date under the WAC12 Purchase Agreement occurred on February 28, 2019 and the s do not object to the relief requested in the Motion [ECF No. ]; all objections to the Motion, if any, having been settled, withdrawn or overruled on the merits; the Court having reviewed the Motion and all proceedings heretofore had before the Court; the Court having found and determined that the relief requested in the Motion is in the best interests of the s, their estates, their creditors and all other parties in interest and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that the Motion is granted as set forth herein; and it is further ORDERED that, upon the filing of the Closing Notice, (i) the administration of the Chapter 11 Cases of the WAC12 s set forth in Annex A hereto shall be severed from the joint administration of the above-captioned Chapter 11 Cases and the Clerk of the Court shall make an appropriate docket entry and (ii) the Chapter 11 Cases of the WAC12 s set forth in Annex A hereto shall be dismissed effective as of the Closing Date under the WAC12 Purchase Agreement; and it is further ORDERED that the remaining s shall pay to the Office of the United States Trustee for Region 2 (the U.S. Trustee ) the appropriate sum required pursuant to 28 U.S.C v

17 Pg 17 of and any applicable interest pursuant to 31 U.S.C within ten days of entry of this Order and simultaneously provide toreceiving a final invoice from the U.S. Trustee an appropriate affidavit indicating the cash disbursements for each WAC12 for the relevant period; and it is further ORDERED that, pursuant to section 349 of the Bankruptcy Code, all orders entered by the Court in these Chapter 11 Cases shall remaining binding and continue in full force and effect notwithstanding the entry of this Order; and it is further ORDERED that notwithstanding the provisions of Bankruptcy Rules 6004(h), 6006(d) or any other applicable provisions of the Bankruptcy Code, Bankruptcy Rules or Local Rules, this Order shall not be stayed after the entry hereof and shall be effective and enforceable immediately upon entry; and it is further ORDERED that the WAC12 Administrative Agent is hereby authorized to take such actions as may be necessary to implement and effectuate the relief granted in this Order; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to the interpretation or enforcement of this Order. Dated, 2019 New York, New York HONORABLE STUART M. BERNSTEIN UNITED STATES BANKRUPTCY JUDGE v

18 Pg 18 of 19 Annex A Cases to Be Dismissed Waypoint Asset Co 12 Limited Waypoint Asset Co 1E Limited Waypoint Asset Euro 1F Limited Waypoint Asset Malta 1A Limited Waypoint Leasing Singapore 1 Pte. Limited Waypoint Leasing UK 1A Limited MSN Trust MSN Trust MSN Trust MSN Trust Case Number (SMB) (SMB) (SMB) (SMB) (SMB) (SMB) (SMB) (SMB) (SMB) (SMB) v0.1

19 Pg 19 of 19 Summary report Litéra Change-Pro TDC Document comparison done on 2/28/ PM Style name Carla Intelligent Table Comparison Active Original filename old.docx Modified filename Waypoint - Revised WAC12 Dismissal Order v0 1.docx Changes Add 2 Delete 3 Move From 0 Move To 0 Table Insert 2 Table Delete 2 Table moves to 0 Table moves from 0 Embedded Graphics (Visio, ChemDraw, Images etc.) 0 Embedded Excel 0 Format changes 0 Total Changes 9