Pg 1 of 8 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 ) Case No. 17-22770 (RDD) ) Reorganized Debtors. ) (Jointly Administered) ) ORDER (I) DIRECTING ADMINISTRATIVE CONSOLIDATION OF CLAIMS FILED IN CERTAIN JOINTLY ADMINISTERED CHAPTER 11 CASES, (II) CLOSING CERTAIN CHAPTER 11 CASES, (III) ISSUING FINAL DECREES IN THE CLOSING CASES AND (IV) GRANTING RELATED RELIEF Upon consideration of the Reorganized Debtors Motion for Entry of an Order (i) Directing Administrative Consolidation of Claims Filed in Certain Jointly Administered Chapter 11 Cases, (II) Closing Certain Chapter 11 Cases, (III) Issuing Final Decrees in the Closing Cases, and (IV) Granting Related Relief [Docket No. 1019] (the Motion ) 2 ; and it appearing that this Court has jurisdiction to decide the Motion and the relief requested therein pursuant to 28 U.S.C. 157(a)-(b) and 1334(b), that venue of these chapter 11 cases and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409, and that this is a core proceeding pursuant to 28 U.S.C. 157(b); and the Court having considered the Motion, all related pleadings and documents, and the record established in these chapter 11 cases; and the Court having found that due and proper notice and service of the Motion has been given and that no further notice or service of the Motion need be given; and there being no objections to the relief 1 Each of the Reorganized Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of 21st Century Oncology Holdings, Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida 33907. 2 Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Motion. 1
Pg 2 of 8 granted herein; and upon the record of the hearing held by the Court on the Motion on March 22, 2018; and, after due deliberation, the Court having found that the relief sought in the Motion is in the best interests of the Reorganized Debtors, the Debtors estates, their creditors, and other parties in interest and is appropriate under the circumstances, consistent with applicable law, and necessary to effectuate the purposes of the Plan, which, with respect to the Closing Cases, has been substantially consummated; and it appearing that the Closing Cases have been fully administered for purposes of Fed. R. Bankr. P. 509; and good and sufficient cause appearing, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. The chapter 11 case of In re 21st Century Oncology Holdings, Inc. (Case No. 17-22770) (the Lead Case ) shall remain open pending the entry of a final decree or other order of this Court. 3. As promptly as practicable after entry of this Order, the claims filed against all of the Debtors in the Chapter 11 Cases and their corresponding registers identified on Exhibit 1 hereto (the Closing Cases ) shall be transferred to and administratively consolidated with the claims and claims register under the Lead Case. 4. Subject to the administrative consolidation of the claims and claims registers as set forth above, the Closing Cases are closed. 5. Any Proof of Claim that is subsequently filed against any of the Closing Cases Debtors after the entry of this Order shall be reflected on, and administered under, the Lead Case. 6. Notwithstanding the closing of the Closing Cases or anything contrary in this Order, the Reorganized Debtors shall remain authorized to negotiate with the Class 6 Rejected 2
Pg 3 of 8 Debtors with respect to becoming accepting Debtors at Class 6, and, ultimately, if applicable, to distribute Warrants to Class 11 in accordance with Section 3.2(k) of the Plan. 7. Notwithstanding the closing of the Closing Cases or anything to the contrary herein, (a) the Reorganized Debtors shall remain authorized to make or otherwise cause to be made all distributions authorized and required to be made pursuant to the Plan and Confirmation Order, including, without limitation, distributions for the benefit of holders of Allowed Claims filed in the Closing Cases; (b) all such distributions shall be administered through the Lead Case, and, subsequent to the entry of this Order, shall be deemed distributions on behalf of each of the Debtors and/or Reorganized Debtors, as applicable, pursuant to, and consistent with, the terms of the Plan and the Confirmation Order; and (c) in accordance with the Plan and Confirmation Order, the Reorganized Debtors shall have the right to object to, settle or otherwise resolve all claims filed in the Debtors Chapter 11 Cases regardless of the Debtor against which the claim was asserted and subject to any applicable deadlines established from time to time by final order of this Court. 8. The closing of the Closing Cases by this Order shall have no effect on any ultimate liability or judgment against any Debtor or Reorganized Debtor named as a defendant in the Adversary Proceedings, and the Court shall continue to have jurisdiction over the Adversary Proceedings and any judgments obtained therein over any of the Debtors or Reorganized Debtors in the Closing Cases. 9. The closing of the Closing Cases and the administrative consolidation of claims with the claims register under the Lead Case by this Order shall have no effect on the treatment, allowance or disallowance of claims filed in the Closing Cases, and the Court shall continue to 3
Pg 4 of 8 have jurisdiction over claims filed in the Closing Cases, including, for the avoidance of doubt, any and all unresolved cure claims and administrative expense claims. 10. The requirement that the Reorganized Debtors file further post-confirmation quarterly reports for the Closing Cases shall be and hereby is waived without prejudice to further Order of this Court; provided, however, that the Closing Cases Reorganized Debtors shall (a) within twenty (20) business days after the entry of this Order, file a final post-confirmation quarterly report acceptable to the U.S. Trustee through the date of entry of this Order solely for the Closing Cases, and (b) as soon as reasonably practicable after the date of entry of this Order, to the extent not already paid, pay the U.S. Trustee fees that have accrued as of the date of entry of this Order for the Closing Cases that are required to be paid to the U.S. Trustee pursuant to 28 U.S.C. 1930(a)(6) and any statutory interest owing thereon. Subject to the foregoing or unless otherwise directed by this Court, as of the date of entry of this Order, no further quarterly fees or other amounts assessable under 28 U.S.C. 1930(a)(6) or 31 U.S.C. 3717 shall be assessed against, or otherwise become due and payable by or on account of, disbursements made by the Closing Cases Reorganized Debtors. For the avoidance of doubt, except for disbursements made pursuant to the terms of the Plan, no disbursements made by any of the Closing Cases Reorganized Debtors after the date of this Order shall be included in subsequent quarterly reports filed by the Lead Case s Reorganized Debtor or any of the Remaining Cases Reorganized Debtors. 11. All further quarterly reports with respect to disbursements made by the Lead Case s Reorganized Debtor shall be filed in the Lead Case until and including the date on which such Lead Debtor s case is dismissed, converted to another chapter of the Bankruptcy Code, or closed by the Court. 4
Pg 5 of 8 12. A docket entry shall be made in each of the Closing Cases that reflects entry of this Order. 13. Entry of this Order is without prejudice to the rights of the Debtors, the Reorganized Debtors, or any other party in interest, to seek to reopen the Closing Cases for good cause shown in accordance with 11 U.S.C. 350(b). Upon reopening of any of the Closing Cases, quarterly fees will be imposed and paid pursuant to 28 U.S.C. 1930(a)(6), and calculated based upon all disbursements for the period of reopening. 14. Entry of this Order and the closing of the Closing Cases is for administrative purposes only and shall not create a right, claim, or cause of action by a creditor or other party in interest in any other regard. 15. The Reorganized Debtors and their agents are authorized to take all actions necessary to effectuate the relief granted in accordance with the Motion and pursuant to this Order. 16. The terms and conditions of this Order shall be immediately effective and enforceable upon entry of this Order. 17. This Court shall retain jurisdiction over any and all matters arising from the interpretation, implementation, or enforcement of this Order. Date: White Plains, New York March 22, 2018 /s/robert D. Drain THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE 5
Pg 6 of 8 Exhibit 1 6
Pg 7 of 8 The Closing Cases Legal Entity Case Number 21C East Florida, LLC 17-22771 21st Century of Florida Acquisition, LLC 17-22772 21st Century Oncology, Inc. 17-22773 21st Century Oncology, LLC 17-22774 21st Century Oncology Investments, LLC 17-22839 21st Century Oncology Management Services, Inc. 17-22775 21st Century Oncology of Alabama, LLC 17-22776 21st Century Oncology of Harford County, Maryland, LLC 17-22777 21st Century Oncology of Jacksonville, LLC 17-22778 21st Century Oncology of Kentucky, LLC 17-22779 21st Century Oncology of New Jersey, Inc. 17-22780 21st Century Oncology of Pennsylvania, Inc. 17-22781 21st Century Oncology of Prince Georges County, Maryland, LLC 17-22782 21st Century Oncology of South Carolina, LLC 17-22783 21st Century Oncology of Washington, LLC 17-22784 21st Century Oncology Services, LLC 17-22785 AHLC, LLC 17-22786 American Consolidated Technologies, LLC 17-22787 Arizona Radiation Therapy Management Services, Inc. 17-22788 Asheville CC, LLC 17-22789 Associates in Radiation Oncology Services, LLC 17-22790 Atlantic Urology Clinics, LLC 17-22791 Aurora Technology Development, LLC 17-22792 Berlin Radiation Therapy Treatment Center, LLC 17-22793 Boynton Beach Radiation Oncology, LLC 17-22794 California Radiation Therapy Management Services, Inc. 17-22795 Carepoint Health Solutions, LLC 17-22796 Carolina Radiation and Cancer Treatment Center, LLC 17-22798 Carolina Regional Cancer Center, LLC 17-22799 Derm-Rad Investment Company, LLC 17-22800 Devoto Construction of Southwest Florida, Inc. 17-22801 Financial Services of Southwest Florida, LLC 17-22802 Fountain Valley & Anaheim Radiation Oncology Centers, Inc. 17-22803 Gettysburg Radiation, LLC 17-22804 Goldsboro Radiation Therapy Services, LLC 17-22805 Jacksonville Radiation Therapy Services, LLC 17-22806 Maryland Radiation Therapy Management Services, LLC 17-22807 MD International Investments, LLC 17-22808 7
Pg 8 of 8 Legal Entity Case Number Medical Developers, LLC 17-22809 Michigan Radiation Therapy Management Services, Inc. 17-22811 Nevada Radiation Therapy Management Services, Inc. 17-22812 New England Radiation Therapy Management Services, Inc. 17-22813 New York Radiation Therapy Management Services, LLC 17-22769 North Carolina Radiation Therapy Management Services, LLC 17-22814 OnCure Holdings, Inc. 17-22815 OnCure Medical Corp. 17-22816 Palms West Radiation Therapy LLC 17-22817 Phoenix Management Company, LLC 17-22818 Radiation Therapy School for Radiation Technology, Inc. 17-22819 Radiation Therapy Services International, Inc. 17-22820 RVCC, LLC 17-22821 Sampson Accelerator, LLC 17-22822 Sampson Simulator, LLC 17-22823 SFRO Holding, LLC 17-22824 South Florida Medicine, LLC 17-22825 South Florida Radiation Oncology, LLC 17-22826 Treasure Coast Medicine, LLC 17-22827 U.S. Cancer Care, Inc. 17-22828 USCC Florida Acquisition LLC 17-22829 West Virginia Radiation Therapy Services, Inc. 17-22830 8