Case 15-12136-CSS Doc 277 Filed 02/11/16 Page 1 of 5 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 AFFIRMATIVE INSURANCE HOLDINGS, ) Case No. 15-12136 (CSS) INC., et cd., 1 ) Jointly Administered Debtors. THE LOUISIANA REHABILITATOR'S AND LOUISIANA RECEIVER'S MOTION FOR EXPEDITED CONSIDERATION OF THEIR MOTION FOR AN ORDER REGARDING NON-APPLICABILITY OF THE AUTOMATIC STAY TO NON- DEBTORS AFFIRMATIVE CASUALTY INSURANCE COMPANY AND AFFIRMATIVE DIRECT INSURANCE COMPANY James J. Donelon, Commissioner of Insurance of the State of Louisiana (the "Commissioner"), not individually, but solely as court-appointed rehabilitator (the "Louisiana Rehabilitator") for Affirmative Casualty Insurance Company ("ACIC") and its wholly-owned subsidiary, Affirmative Direct Insurance Company ("ADIC"), and Wayne Johnson, not individually, but solely as court-appointed Receiver (the "Louisiana Receiver") for ACIC and ADIC, hereby submit this motion (the "Motion for Expedited Consideration"), pursuant to 11 U.S.C. 105, Fed. R. Bankr. P. 9006, and Rule 9006-1(e) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), for entry of an order shortening the time for notice of the Motion of James J. Donelon and Wayne Johnson, Acting As Rehabilitator and Receiver, Respectively, For Affirmative Casualty Insurance Company and Affirmative Direct Insurance Company, For Order Regarding Non-applicability of the Automatic Stay to Non-Debtors Affirmative Casualty The Debtors, together with the last four digits of each Debtor's federal tax identification number, are: Affirmative Insurance Holdings, Inc. (0432); Affirmative Management Services, Inc. (7252); Affirmative Services, Inc. (7255); Affirmative Underwriting Services, Inc. (7250); Affirmative Insurance Services, Inc. (8823); Affirmative General Agency, Inc. (2345); Affirmative Insurance Group, Inc. (7246); and Affirmative, L.L.C. (2347). The location of the Debtors' corporate headquarters and the service address for all Debtors is 150 Harvester Drive, Suite 250, Burr Ridge, Illinois 60527. 649309.1 02/11/2016
Case 15-12136-CSS Doc 277 Filed 02/11/16 Page 2 of 5 Insurance Company and Affirmative Direct Insurance Company (the "Automatic Stay Motion"), 2 filed contemporaneously herewith, so that (a) the Automatic Stay Motion will be considered by the Court at the hearing scheduled for February 25, 2016 (the "Hearing") and (b) objections, if any, to the Automatic Stay Motion are to be made at the Hearing. In support of this Motion for Expedited Consideration, the Louisiana Rehabilitator and the Louisiana Receiver state as follows: BACKGROUND 1. Three days ago, on February 8, 2016, the Louisiana Rehabilitator appeared, by and through the Louisiana Attorney General, in the Louisiana state court that presides over the state-law rehabilitation proceedings for non-debtor insurance companies ACIC and ADIC (as further described in the Automatic Stay Motion, the "Louisiana Rehabilitation Case"). 2. During that appearance, the Louisiana Court expressed concern that a paper filed by Debtor Affirmative Insurance Holdings, Inc., on the docket of the Louisiana Rehabilitation Case entitled Affirmative Insurance Holdings, Inc. Suggestion of Bankruptcy ("Bankruptcy Notice") had been so filed either to itself impose a stay of any and all proceedings in the Louisiana Rehabilitation Case or, at minimum, to give notice that the Louisiana Rehabilitation Case had been stayed in its entirety, under Code 362(a). 3. The Louisiana Court instructed the Attorney General to provide the Louisiana Court with some assurance that the continuation of the Louisiana Rehabilitation Case would not violate Code 362(a). 4. Accordingly, the Louisiana Rehabilitator and the Louisiana Receiver filed the Automatic Stay Motion. Through the Automatic Stay Motion, the Louisiana Rehabilitator and 2 Capitalized terms not otherwise defined herein shall have the same meaning as that ascribed to them in the Automatic Stay Motion. 649309.1 02/11/2016 2
Case 15-12136-CSS Doc 277 Filed 02/11/16 Page 3 of 5 the Louisiana Receiver seek an order of this Court clarifying for the Louisiana Court that the automatic stay does not extend to non-debtors ACIC and ADIC. RELIEF REQUESTED 5. By this Motion for Expedited Consideration, the Louisiana Rehabilitator and the Louisiana Receiver respectfully request that the Court enter an order allowing the Automatic Stay Motion to be heard at the Hearing. BASIS FOR RELIEF 6. Local Rule 9006-1(c)(i) requires that all motion papers be filed and served at least eighteen days prior to the proposed hearing, twenty-one days if service is by mail. See Del. Bankr. L.R. 9006-1(c)(i). Local Rule 9006-1(c)(ii) provides that objections, if any, to such a motion are to be received at least seven days prior to the proposed hearing date. See Del. Bankr. L.R. 9006-1(c)(ii). Local Rule 9006-1(e), however, provides that a motion may be heard on less notice than as otherwise required "by order of the Court, on written motion (served on all interested parties) specifying the exigencies justifying shortened notice." Del. Bankr. L.R. 9006-1(e). Further, 11 U.S.C. 102(1) provides that the phrase "notice and a hearing" is a flexible concept meant to take into account the "particular circumstances" of a motion. See 11 U.S.C. 102(1) (" [A]fter notice and a hearing', or similar phrase... means after such notice as is appropriate in the particular circumstances..."). 7. Based on these circumstances, this Motion for Expedited Consideration should be granted. First, absent an order on the Automatic Stay Motion, the ability of the Louisiana Rehabilitator and Louisiana Receiver to administer the rehabilitation estates of ACIC and ADIC through the Louisiana Rehabilitation Proceedings will remain disrupted, if not wholly suspended, to the detriment of policyholders, creditors, and the public. Second, the Automatic Stay Motion 649309.1 02/11/2016 3
Case 15-12136-CSS Doc 277 Filed 02/11/16 Page 4 of 5 is an administrative motion that should not be controversial and that will not require witnesses or an evidentiary record. Further, the Louisiana Court first discussed this issue on the record at the February 8, 2016 hearing, when it was already too late to give requisite notice of the Automatic Stay Motion for a hearing on the February 25, 2016 omnibus hearing date. Finally, February 25, 2016 is the next available omnibus hearing in this case, with the next such date not until two months thereafter, during which time the Louisiana Rehabilitation Case would remain in suspense. 8. For these reasons, the Louisiana Rehabilitator and the Louisiana Receiver request that the Court grant this Motion for Expedited Consideration. WHEREFORE, the Louisiana Rehabilitator and the Louisiana Receiver respectfully request the entry of an order, substantially in the form attached hereto (a) shortening notice of the Automatic Stay Motion, such that the Automatic Stay Motion will be heard at the Hearing and (b) allowing objections to the Automatic Stay Motion be heard at the Hearing. 649309.1 02/11/2016 4
Case 15-12136-CSS Doc 277 Filed 02/11/16 Page 5 of 5 Dated: February 11,2016 SAUL EWING LLP By: Mark mutt D Ba No. 2659) Teresa K. D. Currier (DE Bar No. 3080) 222 Delaware Avenue, Suite 1200 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6840 / 6826 Facsimile: (302) 421-5873 / 5861 - and - Faye B. Feinstein, Esq. Christopher Combest, Esq. QUARLES & BRADY LLP 300 North LaSalle Street, Suite 4000 Chicago, Illinois 60654 Telephone: (312) 715-5000 Facsimile: (312) 715-5155 Counsel to the Louisiana Rehabilitator and the Louisiana Receiver 649309.1 02/11/2016 5
Case 15-12136-CSS Doc 277-1 Filed 02/11/16 Page 1 of 1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 AFFIRMATIVE INSURANCE HOLDINGS, ) Case No. 15-12136 (CSS) INC., et a/., I ) Jointly Administered Debtors. ) Re: Docket No. ORDER GRANTING THE LOUISIANA REHABILITATOR'S AND THE LOUISIANA RECEIVER'S MOTION FOR EXPEDITED CONSIDERATION OF THEIR MOTION FOR AN ORDER REGARDING NON-APPLICABILITY OF THE AUTOMATIC STAY TO NON-DEBTORS AFFIRMATIVE CASUALTY INSURANCE COMPANY AND AFFIRMATIVE DIRECT INSURANCE COMPANY Upon the motion (the "Motion for Expedited Consideration") 2 of the Louisiana Rehabilitator and Louisiana Receiver seeking expedited consideration of the Automatic Stay Motion, IT IS HEREBY ORDERED THAT: 1. The Motion for Expedited Consideration is GRANTED. 2. The Court will consider the Automatic Stay Motion on February 25, 2016 at 10:00 a.m. (the "Hearing"). 3. Any objections to the Automatic Stay Motion may be made at the Hearing. Dated: February, 2016 Christopher S. Sontchi United States Bankruptcy Judge 2 The Debtors, together with the last four digits of each Debtor's federal tax identification number, are: Affirmative Insurance Holdings, Inc. (0432); Affirmative Management Services, Inc. (7252); Affirmative Services, Inc. (7255); Affirmative Underwriting Services, Inc. (7250); Affirmative Insurance Services, Inc. (8823); Affirmative General Agency, Inc. (2345); Affirmative Insurance Group, Inc. (7246); and Affirmative, L.L.C. (2347). The location of the Debtors' corporate headquarters and the service address for all Debtors is 150 Harvester Drive, Suite 250, Burr Ridge, Illinois 60527. Capitalized terms not defined herein shall have the meaning ascribed to them in the Motion for Expedited Consideration. 649309.1 02/11/2016
Case 15-12136-CSS Doc 277-2 Filed 02/11/16 Page 1 of 3 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 AFFIRMATIVE INSURANCE HOLDINGS, ) Case No. 15-12136 (CSS) INC., et al., ) Jointly Administered Debtors. CERTIFICATE OF SERVICE I, Teresa K.D. Currier, hereby certify that on February 11, 2016, I caused a copy of the foregoing The Louisiana Rehabilitator's and the Louisiana Receiver's Motion for Expedited Consideration of Their Motion for an Order Regarding Non-Applicability of the Automatic Stay to Non-Debtors Affirmative Casualty Insurance Company and Affirmative Direct Insurance Company to be served on the parties on the attached service list in the manner indicated therein. SAUL EWING LLP By: Teresa.D. rne E Bar No. 3080) 222 Delaware Avenue, Suite 1200 P. 0. Box 1266 Wilmington, DE 19899 (302) 421-6800 649309.1 02111/2016
Case 15-12136-CSS Doc 277-2 Filed 02/11/16 Page 2 of 3 AFFIRMATIVE INSURANCE HOLDINGS, INC., et al. Service List Via Electronic Mail and First Class Mail: Christopher A. Ward, Esquire Shanti M. Katona, Esquire Jarrett Vine, Esquire Polsinelli PC 222 Delaware Avenue, Suite 1101 Mark Kenney, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Jeremy W. Ryan, Esquire Etta R. Mayers, Esquire Potter Anderson & Corroon LLP 1313 N. Market Street, 6th Floor P.O. Box 951 Charlene D. Davis, Esquire Bayard, P.A. Justin R. Alberto, Esquire 222 Delaware Avenue, Suite 900 Paul N. Heath, Esquire Zachary I. Shapiro, Esquire Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Tobey M. Daluz, Esquire Leslie C. Heilman, Esquire Ballard Spahr LLP 919 N. Market Street, 11th Floor Ellen Slights, Esquire U.S. Attorney's Office P.O. Box 2046 1201 Market St., Ste. 1100 Wilmington, DE 19899-2046 Timothy W. Walsh, Esquire Darren Azman, Esquire McDermott Will & Emery LLP 340 Madison Avenue New York, NY 10173-1922 Todd C. Meyers, Esquire Colin M. Bernardino, Esquire Kilpatrick Townsend & Stockton LLP 1100 Peachtree Street NE, Suite 2800 Atlanta, GA 30309-4528 Robert B. Millner, Esquire Geoffrey M. Miller, Esquire Dentons US LLP 233 South Wacker Drive Suite 5900 Chicago, IL 60606 Debra A. Dandeneau, Esquire Weil, Gotshal & Manges LLP 767 Fifth Avenue, 27th Floor New York, NY 10153 Scott J. Goldstein, Esquire Spencer Fane LLP 1000 Walnut, Suite 1400 Kansas City, MO 64106 Elizabeth Weller, Esquire Linebarger Goggan Blair & Sampson 2777 N. Stemmons Freeway Suite 1000 Dallas, TX 75207 649309.1 02/11/2016
Case 15-12136-CSS Doc 277-2 Filed 02/11/16 Page 3 of 3 Edward P. Zujkowski, Esquire Thomas A. Pitta, Esquire Emmet, Marvin & Martin, LLP 120 Broadway, 32nd Floor New York, NY 10271 John W. Weiss, Esquire Alston & Bird LLP 90 Park Avenue New York, NY 10016 Jonathan T. Edwards, Esquire Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309-3424 John Mark Stern, Esquire Assistant Attorney General State of Texas Bankruptcy & Collections Div. MC 008 P.O. Box 12548 Austin, TX 78711-2548 Missouri Department of Revenue Bankruptcy Unit Attn: Steven A. Ginther P.O. Box 475 Jefferson City, MO 65105-0475 Jesse A. Haskins, Esquire Assistant General Counsel State of Florida Department of Financial Services 20 East Gaines Street Tallahassee, FL 32399-4247 Via First Class Mail: Office of the Special Deputy Receiver Attn: Kevin Baldwin, General Counsel 222 Merchandise Mart Plaza, Suite 960 Chicago, IL 60654 MI Dept. of Insurance & Financial Srvcs Attn: Patrick M. McPharlin 530 W. Allegan Street, 7th Floor Lansing, MI 48933 Louisiana Economic Development 1051 North Third Street Baton Rouge, LA 70802 NYS Dept. of Financial Services Office of General Counsel One State Street New York, NY 10004-1511 Louisiana Department of Insurance Attn: Jim Donelon, Commissioner P.O. Box 94214 Baton Rouge, LA 70804 Internal Revenue Service Centralized Insolvency Operation P.O. Box 7346 Philadelphia, PA 19101-7346 Internal Revenue Service Centralized Insolvency Operation P.O. Box 7346 Philadelphia, PA 19101 Securities & Exchange Commission Northeast Regional The Woolworth Building 233 Broadway New York, NY 10279 Securities & Exchange Commission New York Regional Office Attn: George S. Canellos, Regional Director 3 World Financial Center, Suite 400 New York, NY 10281-1022 Securities & Exchange Commission Secretary of the Treasury 100 F Street, NE Washington, DC 20549 649309.1 02/11/2016 2