Case: CJP Doc #: 45 Filed: 01/26/17 Desc: Main Document Page 1 of 7 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE

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1 Case: CJP Doc #: 45 Filed: 01/26/17 Desc: Main Document Page 1 of 7 HEARING DATE: February 22, 2017 at 10 a.m. (ET) OBJECTION DEADLINE: February 15, 2017 at 4 p.m. (ET) UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE In re: GT ADVANCED et al., Reorganized Debtors. 2 Chapter 11 Case No CJP Jointly Administered Ad Proc. No CJP GREEN LEAF CONSTRUCTION, LLC Ad Proc. No CJP GRANITE STATE PLUMBING & HEATING, LLC Ad Proc. No CJP INTERSTATE ELECTRICAL SERVICES CORPORATION, 2 The Reorganized Debtors, along with the last four digits of each reorganized debtor s tax identification number, as applicable, are: GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), Lindbergh Acquisition Corp. (5073), GT Advanced Cz LLC (9815), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH

2 Case: CJP Doc #: 45 Filed: 01/26/17 Desc: Main Document Page 2 of 7 Ad Proc. No CJP METRO WALLS, INC., Ad Proc. No CJP DECCO, INC., Ad Proc. No CJP CI DESIGN, INC., PARTIALLY ASSENTED TO MOTION TO STAY ADVERSARY PROCEEDINGS PENDING DECISION ON PLAINTIFFS RULE 12(c) MOTION GTAT Corporation ( GTAT ) and GT Advanced Technologies Inc. ( GT Inc. and, together with GTAT, Plaintiffs ) hereby submit this motion (the Motion ) to stay the abovecaptioned adversary proceedings (the Adversary Proceedings ), pending a ruling from this 5

3 Case: CJP Doc #: 45 Filed: 01/26/17 Desc: Main Document Page 3 of 7 Court on the Plaintiffs Consolidated Motion for Partial Judgment on the Pleadings (the Rule 12(c) Motion ), filed in each of the Adversary Proceedings. 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue is proper pursuant to 28 U.S.C and On August 23, 2016, Green Leaf Construction, LLC ( Green Leaf ), Metro Walls, Inc. ( Metro Walls ), Granite State Plumbing & Heating, LLC ( Granite State ), Interstate Electric Services Corporation ( Interstate ), Decco Inc., ( Decco ), and CI Design, Inc. ( CI Design and, together with Green Leaf, Metro Walls, Granite State, Interstate, and Decco, the Defendants ) jointly submitted a discovery plan (the Discovery Plan ), setting forth, among other things, discovery subjects and completion dates, including the close of fact discovery by December 15, 2016 (the Fact Discovery Deadline ), and the close of expert discovery by January 15, 2017 (the Expert Discovery Deadline ). Under the Discovery Plan, the Parties also proposed that all dispositive motions brought under Rule 56 of the Federal Rules of Civil Procedure be filed within 30 days after the close of expert discovery (the Dispositive Motion Deadline ). 3. On September 19, 2016, the Court entered an order partially consolidating the Adversary Proceedings on the issues of whether (1) Defendants mechanic s liens should be avoided under Bankruptcy Code Sections 544 and 545, or meet an exception for post-petition perfection under Bankruptcy Code Section 546, and (2) GTAT and Green Leaf Construction, LLC, Granite State Plumbing & Heating, LLC, Interstate Electrical Services Corporation, and Metro Walls Inc., reached a settlement agreement as alleged by those Defendants in their counterclaims against GTAT. 6

4 Case: CJP Doc #: 45 Filed: 01/26/17 Desc: Main Document Page 4 of 7 4. Also on September 19, 2016, Plaintiffs filed their Rule 12(c) Motion, requesting entry of an order declaring that Defendants mechanic s liens are unperfected, avoiding such liens under sections 544(a)(3) and 545(2) of the Bankruptcy Code, and denying any relief requested by Defendants relating to any alleged settlement agreement. Defendants submitted briefing in opposition to the Rule 12(c) Motion. 5. On October 18, 2016, the Court held a hearing on Plaintiffs Rule 12(c) Motion. At the conclusion of the hearing, the Court requested supplemental briefing regarding certain questions of law, which briefing was completed on November 8, No ruling has been issued in regard to the Rule 12(c) Motion as of the date of this Motion. In light of the pending Rule 12(c) Motion, the Parties previously agreed, as contemplated by the Discovery Plan, to postpone the date to conclude fact discovery. 6. Plaintiffs believe that the outcome of the Rule 12(c) Motion may significantly affect the path of the Adversary Proceedings, including the scope of discovery, the time and expense necessary to prepare for trial, the length of trial itself, and the potential for a settlement of all or a portion of the parties disputes. Accordingly, in the interest of minimizing the time and expense of litigation, including avoiding unnecessary cost of discovery, Plaintiffs submit that the Adversary Proceedings, including all discovery-related deadlines, should be stayed pending a ruling from this Court on the Rule 12(c) Motion. 7. Moreover, Plaintiffs propose that the Fact Discovery Deadline be set for 60 calendar days after entry of an order from this Court issuing a ruling on the Rule 12(c) Motion, and that the Expert Discovery Deadline be set for 30 calendar days after the Fact Discovery Deadline. In all other respects, the Discovery Plan shall remain unaltered, including with respect to the Dispositive Motion Deadline, which shall remain 30 days after the Expert Discovery Deadline. 7

5 Case: CJP Doc #: 45 Filed: 01/26/17 Desc: Main Document Page 5 of 7 8. Green Leaf, Metro Walls, Granite State, Decco, and CI Design have assented to the relief requested in this Motion. 9. Counsel to Interstate has informed Plaintiffs that it does not consent to a stay of the Adversary Proceedings, as it intends to file a motion for summary judgment on GTAT s claims to avoid certain preferential transfers made by GTAT to Interstate. Plaintiffs believe, however, that any motions for summary judgment are premature for two reasons. First, discovery has not been completed, and there may be disputed facts that would preclude summary judgment. (At this stage, Interstate has not produced any documents to Plaintiffs.) Second, whether Interstate has a valid mechanic s lien in the first place is still pending before the Court in the Rule 12(c) Motion. Until the Court has ruled on that motion, it makes no sense to argue summary judgment on other issues Interstate may want to raise, as the validity of the Defendants liens is a threshold question here. Filing and arguing new dispositive motions at this juncture is an inefficient use of the Court s time and may unnecessarily raise the costs of this litigation for the parties. For these reasons, Plaintiffs submit that, until the Court has issued a ruling on the Rule 12(c) Motion, a stay of the Adversary Proceedings is appropriate. [Remainder of page intentionally left blank.] 8

6 Case: CJP Doc #: 45 Filed: 01/26/17 Desc: Main Document Page 6 of 7 WHEREFORE, Plaintiffs request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other and further relief as is just and proper. Dated: January 26, 2017 /s/ G. Alexander Bongartz Luc A. Despins, Esq. James T. Grogan III, Esq. (BNH 07394) G. Alexander Bongartz, Esq. (BNH 07449) PAUL HASTINGS LLP Park Avenue Tower 200 Park Avenue New York, New York Telephone: (212) Facsimile: (212) Counsel for the Reorganized Debtors 9

7 Case: CJP Doc #: 45 Filed: 01/26/17 Desc: Main Document Page 7 of 7 CERTIFICATE OF SERVICE I certify that a true and correct copy of this Partially Assented to Motion to Stay Adversary Proceedings Pending Decision on Plaintiffs Rule 12(c) Motion was served on each of the counsel who have appeared for Defendants in the related proceedings via the Court s CM/ECF electronic filing system on January 26, /s/ G. Alexander Bongartz. G. Alexander Bongartz 10

8 Case: CJP Doc #: 45-1 Filed: 01/26/17 Desc: Proposed Order Page 1 of 4 EXHIBIT A Proposed Order

9 Case: CJP Doc #: 45-1 Filed: 01/26/17 Desc: Proposed Order Page 2 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE In re: GT ADVANCED et al., Reorganized Debtors. 1 Chapter 11 Case No CJP Jointly Administered Ad Proc. No CJP GREEN LEAF CONSTRUCTION, LLC Ad Proc. No CJP GRANITE STATE PLUMBING & HEATING, LLC Ad Proc. No CJP INTERSTATE ELECTRICAL SERVICES CORPORATION, 1 The Reorganized Debtors, along with the last four digits of each reorganized debtor s tax identification number, as applicable, are: GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), Lindbergh Acquisition Corp. (5073), GT Advanced Cz LLC (9815), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH

10 Case: CJP Doc #: 45-1 Filed: 01/26/17 Desc: Proposed Order Page 3 of 4 Ad Proc. No CJP METRO WALLS, INC., Ad Proc. No CJP DECCO, INC., Ad Proc. No CJP CI DESIGN, INC., ORDER STAYING ADVERSARY PROCEEDINGS PENDING DECISION ON PLAINTIFFS RULE 12(c) MOTION Upon the motion (the Motion ) 2 of GTAT Corporation ( GTAT ) and GT Advanced Technologies Inc. ( GT Inc. and, together with GTAT, Plaintiffs ) for entry of an order staying the above-captioned adversary proceedings (the Adversary Proceedings ), pending a 2 Capitalized terms not defined in this Order have the meanings set forth in the Motion. 2

11 Case: CJP Doc #: 45-1 Filed: 01/26/17 Desc: Proposed Order Page 4 of 4 ruling from this Court on the Plaintiffs Consolidated Motion for Partial Judgment on the Pleadings (the Rule 12(c) Motion ), all as further detailed in the Motion; and this Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157; and venue being proper in this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion being adequate and appropriate under the particular circumstances; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED, AND DECREED that: 1. The Motion is GRANTED as set forth herein. 2. The Adversary Proceedings, including all discovery-related deadlines, shall be stayed pending a ruling from this Court on the Rule 12(c) Motion. 3. The Fact Discovery Deadline shall be 60 calendar days after entry of an order from this Court issuing a ruling on the Rule 12(c) Motion, and the Expert Discovery Deadline shall be 30 calendar days after the Fact Discovery Deadline. 4. Except as otherwise expressly provided in this Order, the Discovery Plan shall remain unaltered, including with respect to the Dispositive Motion Deadline, which shall remain 30 days after the Expert Discovery Deadline. Dated:, 2017 Manchester, NH HONORABLE CHRISTOPHER J. PANOS UNITED STATES BANKRUPTCY JUDGE 3

12 Case: CJP Doc #: 45-2 Filed: 01/26/17 Desc: Notice of Hearing Page 1 of 3 HEARING DATE: February 22, 2017 at 10 a.m. (ET) OBJECTION DEADLINE: February 15, 2017 at 4 p.m. (ET) UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE In re: GT ADVANCED et al., Reorganized Debtors. 1 Chapter 11 Case No CJP Jointly Administered Ad Proc. No CJP GREEN LEAF CONSTRUCTION, LLC Ad Proc. No CJP GRANITE STATE PLUMBING & HEATING, LLC Ad Proc. No CJP INTERSTATE ELECTRICAL SERVICES CORPORATION, 1 The Reorganized Debtors, along with the last four digits of each reorganized debtor s tax identification number, as applicable, are: GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), Lindbergh Acquisition Corp. (5073), GT Advanced Cz LLC (9815), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH

13 Case: CJP Doc #: 45-2 Filed: 01/26/17 Desc: Notice of Hearing Page 2 of 3 Ad Proc. No CJP METRO WALLS, INC., Ad Proc. No CJP DECCO, INC., Ad Proc. No CJP CI DESIGN, INC., NOTICE OF PARTIALLY ASSENTED TO MOTION TO STAY ADVERSARY PROCEEDINGS PENDING DECISION ON PLAINTIFFS RULE 12(c) MOTION PLEASE TAKE NOTICE THAT, upon the annexed Partially Assented to Motion to Stay Adversary Proceedings Pending Decision on Plaintiffs Rule 12(c) Motion dated January 25, 2017 (the Motion ), Debtors will move this Court, before the Honorable Christopher J. Panos, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Massachusetts, 595 Main Street, Worcester, MA , (the Bankruptcy Court ) on 2

14 Case: CJP Doc #: 45-2 Filed: 01/26/17 Desc: Notice of Hearing Page 3 of 3 February 22, 2017 at 10:00 a.m. (Eastern Time), or as soon thereafter as counsel may be heard. PLEASE TAKE FURTHER NOTICE that objections or responses, if any, to the Motion must be in writing, shall conform to the Bankruptcy Rules and the Local Bankruptcy Rules, and shall be (a) filed with the Court on the docket in this case, and (b) served upon (i) the Clerk of the Bankruptcy Court, 1000 Elm Street, Suite 1001, Manchester, NH , and (ii) Paul Hastings LLP, 600 Travis St., Houston, TX 77002, Attn: James Grogan and Danny Newman, so as to be received no later than February 15, 2017 at 4:00 p.m. (Eastern Time) (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that if no objections are timely filed and served with respect to the Motion, the Reorganized Debtors may, on or after the Objection Deadline, submit to the Bankruptcy Court an order substantially in the form of the proposed order annexed to the Motion, which order may be entered with no further notice or opportunity to be heard offered to any party. Dated: January 26, 2017 /s/ G. Alexander Bongartz Luc A. Despins, Esq. James T. Grogan III, Esq. (BNH 07394) G. Alexander Bongartz, Esq. (BNH 07449) PAUL HASTINGS LLP Park Avenue Tower 200 Park Avenue New York, New York Telephone: (212) Facsimile: (212) Counsel for the Reorganized Debtors 3