Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 1 of 14 Exhibit B Blacline of Revised Proposed Order
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 2 of 14 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re CCI LIQUIDATION, INC., Chapter 11 Case No. 18-10679 (CSS) Debtor. 1 Related D.I.,125, 126 ORDER APPROVING: (A) DISCLOSURE STATEMENT ON AN INTERIM BASIS; (B) SOLICITATION AND VOTING PROCEDURES; AND (C) SCHEDULING PLAN CONFIRMATION HEARING Roman), Bold, Complex Script Font: +Headings CS (Times New Roman), 12 pt Roman), Bold, Complex Script Font: +Headings CS (Times New Roman), 12 pt Before the Court is the Debtor s Motion for (A) Interim Approval Of Disclosure Statement, (B) Approval Of Solicitation And Voting Procedures, and (C) Scheduling Plan Confirmation Hearing [D.I. 126] (the Motion ) 2 filed by CCI Liquidation, Inc., f/k/a Candi Controls, Inc., debtor-in-possession in this Chapter 11 case (the Debtor ). This Court having jurisdiction over Roman), 12 pt, Font color: Black, Complex Script Font: +Headings CS (Times New Roman) this Chapter 11 case under 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated February 29, 2012; this matter constituting a core proceeding under 28 U.S.C. 157(b)(2); venue of this case and the Motion being proper in this district under 28 U.S.C. 1408 and 1409; the relief requested in the Motion, to the extent granted by this Order, being consistent with Local Rule 3017-2(a) and the best interests of the Debtor s estate and creditors; notice of the Motion being sufficient and appropriate under Local Rule 3017-2(c)(i) and the circumstances; no other or further notice of the Motion being required or appropriate; and this Court having reviewed the Motion and having 1 The last four digits of the Debtor s federal tax identification number are 4409. The Debtor, formerly known as Candi Controls, Inc., formerly maintained its principal place of business at 428 13 th Street, Third Floor, Oakland, CA 94612. 2 Capitalized terms used but not defined in this motion have the meanings given to them in the Combined Plan and DS.
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 3 of 14 determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted below, IT IS ORDERED that: 1. The Motion is granted as set forth below. 2. The Disclosure Statement contained within the Combined Plan and DS is approved, on an interim basis, under Bankruptcy Code 1125, Bankruptcy rrule 3017, and Local Rule 3017-2. Formatted: (Complex) Hebrew This interim approval is without prejudice to the right of any party in interest to object, by no later than the Confirmation Objection Deadline set forth below, to the adequacy of the Disclosure Statement under Bankruptcy Code 1125. 3. The Ballot substantially in the form attached as Exhibit 1 to this Order is consistent with Official Form 314 and Bankruptcy Rule 3017(d) and is approved for use by holders of Allowed Claims to accept or reject the Plan. 4. The following Solicitation Procedures are approved: a. The Voting Record Date on which the holders of Allowed Claims entitled to vote on the Plan is determined, is the date this Order is entered. b. No later than three business days following the entry of this Order, the Debtor must mail the following materials (the Solicitation Materials ) to all creditors entitled to vote on the Plan (as well as the U.S. Trustee and the Internal Revenue Service): i. The Combined Plan and DS; ii. A Ballot; iii. This Order; iv. The Combined Hearing Notice; and v. An envelope pre-addressed to the Debtor s counsel for returning a completed Ballot; c. The Debtor is excused from mailing the Solicitation Materials to any party not entitled to vote on the Plan; rather, the Debtor must mail to all holders of unimpaired Claims and all holders of Equity Interests the Combined Hearing Notice. 2
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 4 of 14 5. The following Voting Procedures are approved: a. August 21,September 14, 2018 at 5:00 p.m. is the deadline by which Formatted: Font: Bold, Complex Script Font: 12 pt, Bold a Ballot must be properly completed, executed, and actually received by the Debtor s counsel (the Voting Deadline ); b. Any timely-received Ballot containing sufficient information to identify the creditor and that creditor s acceptance or rejection of the Plan must be counted, except that a Ballot cast in an amount in excess of a party s Allowed Claim amount need only be counted in the amount of that party s Allowed Claim; c. Neither the Debtor nor its counsel need notify the Court of any defects or irregularities with respect to any Ballot and, in tabulating Ballots, the Debtor s counsel may either disregard a defective Ballot or, in its sole discretion, seek to correct the defect by contacting the party that submitted the defective Ballot; d. The following Ballots will not be counted or considered for any purpose: i. Any Ballot received after the Voting Deadline, unless the Debtor or its counsel have granted an extension of the Voting Deadline in writing to the party submitting that Ballot; ii. Any Ballot that is illegible or does not contain sufficient information to identify the creditor or that creditor s acceptance or rejection of the Plan; iii. Any Ballot cast by a party not entitled to vote on the Plan; iv. Any Ballot cast by a party not holding an Allowed Claim; v. Any Ballot that does not indicate an acceptance or rejection of the Plan, indicates both an acceptance and rejection of the Plan, or partially accepts and partially rejects the Plan; vi. Any Ballot submitted in any manner other than by U.S. Mail, overnight or handdelivery, or email; vii. Any unsigned Ballot, duplicate Ballot, or any Ballot otherwise not substantially conforming to the procedures approved in this Order; e. If two or more Ballots are cast attempting to vote the same Allowed Claim before the Voting Deadline, the last Ballot received before the Voting Deadline will be counted and deemed 3
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 5 of 14 to supersede any prior Ballots, but the Debtor s counsel may (but is not required to) contact the party submitting those Ballots to determine that party s true intent; f. Each holder of an Allowed Claim must vote all its Allowed Claims to either accept or reject the Plan and may not split its votes among its Allowed Claims. 6. All votes to accept or reject the Plan must be cast using the Ballot. All Ballots must be properly executed, completed, and delivered by (a) first-class U.S. Mail in the return envelope provided with the Ballot, (b) overnight or hand-delivery, or (c) email so that the Ballots are actually received by the Debtor s counsel no later than the Voting Deadline at the following address: CCI Liquidation Plan Voting c/o Jordan Kroop, Esq. Perkins Coie LLP 2901 N Central Avenue Suite 2000 Phoenix AZ 85012 Email: jkroop@perkinscoie.com 7. The following schedule is approved: Event Date Voting Record Date July 13,26, 2018 Solicitation of Ballots and Service of Combined Hearing Notice Confirmation Objection Deadline Voting Deadline Reply Deadline Deadline for Filing: (a) Proposed Form of Confirmation Order; (b) Ballot Report; (c) Brief In Support of Confirmation Combined Hearing July 18,31, 2018 August 21,September 14, 2018, 5:00 p.m. August 21,September 14, 2018, 5:00 p.m. August 24,September 17, 2018, 5:00 p.m. August 24,September 17, 2018, 5:00 p.m. August 28,September 21, 2018, :.m. 8. The Combined Hearing, at which the Court will consider the adequacy of the Disclosure Statement on a final basis and confirmation of the Plan, will be held on August 28,September 21, Formatted: Font: Bold, Complex Script Font: Bold, (Complex) Hebrew 4
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 6 of 14 2018, :.m.. The Combined Hearing may be continued from time to time by the Court without further notice beyond announcements made in open Court or indicated in any notice of agenda of matters scheduled for hearing on in any other appropriate filing with the Court. 9. Any objections to confirmation of the Plan or to the adequacy of the Disclosure Statement must: (a) be in writing; (b) comply with the Bankruptcy Rules and the Local Rules; (c) identify the objecting party and its interest in the Chapter 11 case; (d) state with particularity the legal and factual bases for the objection; and (e) be filed with the Court and served on counsel for the Debtor and the U.S. Trustee so as to be received by the Court and the service parties by no later than August 21,September 14, 2018 at 5:00 p.m. (the Confirmation Objection Formatted: Font: Bold, Complex Script Font: 12 pt, Bold Deadline ). 10. Any objections not satisfying these requirements may not be considered and may be overruled. 11. The form of Combined Hearing Notice, substantially in the form attached to this Order as Exhibit 2, is approved. The Debtor must serve the Combined Hearing Notice on all known holders of claims against or interests in the Debtor and all other parties entitled to notice of the Combined Hearing under Bankruptcy Rule 2002 no later than three business days after entry of this Order. 12. The Debtor may make immaterial, non-substantive, or ministerial changes to any documents in the Solicitation Materials without further approval of the Court. 13. Notwithstanding any stays of effectiveness in any possibly applicable provision of the Bankruptcy Rules, this Order is effective and enforceable immediately on its entry. The Debtor is authorized to take all actions necessary or appropriate to effect the relief granted in this Order in accordance with the Motion. 14. The Court retains jurisdiction over any matter arising from or related to the interpretation or implementation of this Order. Dated: July, 2018 Wilmington, DE The Honorable Christopher S. Sontchi 5
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 7 of 14 United States Bankruptcy Judge 6
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 8 of 14 Exhibit 1 to Solicitation Order Ballot
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 9 of 14 In re CCI LIQUIDATION, INC., Debtor. UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE Chapter 11 Case No. 18-10679 (CSS) CLASS 2 BALLOT FOR ACCEPTING OR REJECTING PLAN OF LIQUIDATION OF CCI LIQUIDATION, INC. (f/k/a CANDI CONTROLS, INC.) CCI Liquidation, Inc. (formerly known as Candi Controls, Inc.) filed a plan of liquidation dated June,28, 2018 (the Plan ), for the Debtor in this case. The Court has conditionally approved a disclosure statement with respect to the Plan (the Disclosure Statement ). The Plan and Disclosure Statement are combined in one document and included with this Ballot. The Disclosure Statement provides information to assist you in deciding how to vote your ballot. If you do not have a Disclosure Statement, you may obtain a copy from the Debtor s counsel, Jordan Kroop, Perkins Coie LLP, (602) 351-8000, jkroop@perkinscoie.com. Formatted: Font: (Default) +Body CS (Arial), 9 pt, Complex Script Font: +Body CS (Arial), 9 pt, (Complex) Hebrew Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court. You should review the Disclosure Statement and the Plan (combined in one document in this case) before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. Your claim has been placed in class 2 under the Plan. This is the only class entitled to vote on the Plan. If you hold claims or equity interests in another class, refer to the Plan for the treatment of those claims or equity interests and the Disclosure Statement for an explanation of why those classes do not vote on the Plan. Refer to the enclosed Order of the Bankruptcy Court for further information about voting and the tabulation of votes on the Plan. If your ballot is not received by the Debtor s counsel, Jordan Kroop, Perkins Coie LLP, 2901 N. Central Ave., Ste. 2000, Phoenix, AZ 85012, (602) 351-8000, jkroop@perkinscoie.com on or before the Voting Deadline of August 21,September 14, 2018, 5:00 p.m. and the Voting Deadline is not extended, your vote will not count as either an acceptance or rejection of the Plan. If the Plan is confirmed by the Bankruptcy Court, it will be binding on you whether or not you vote. Formatted: Font: (Default) +Body CS (Arial), 9 pt, Bold, Complex Script Font: +Body CS (Arial), 9 pt, Bold, (Complex) Hebrew ACCEPTANCE OR REJECTION OF THE PLAN The undersigned, the holder of a Class 2 claim against the Debtor in the unpaid amount of $ (for purposes of this Ballot, it is not necessary and you should not adjust the principal amount for any accrued or unmatured interest): Check one box only Accepts the Plan Rejects the Plan Dated: Print name: Signature: Title (if corporation or partnership) Address: Return this ballot by (a) U.S. Mail, using the pre-addressed envelope provided, or (b) overnight or hand-delivery, or (c) email so it is received no later than the Voting Deadline by: CCI Liquidation Plan Voting c/o Jordan Kroop, Esq. Perkins Coie LLP 2901 N Central Avenue Suite 2000 Phoenix AZ 85012 Email: jkroop@perkinscoie.com (602) 351-8000
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 10 of 14 If you have any questions regarding this Ballot or the voting procedures, please contact the Debtor s counsel using the information immediately above. 2
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 11 of 14 Exhibit 2 to Solicitation Order Combined Hearing Notice
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 12 of 14 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re CCI LIQUIDATION, INC., Chapter 11 Case No. 18-10679 (CSS) Debtor. 1 Hearing Date: August 28,September 21, 2018, :.m. EDT Obj. Deadline: August 21,September 14, 2018, 5:00 p.m. EDT NOTICE OF (A) INTERIM APPROVAL OF DISCLOSURE STATEMENT, (B) ESTABLISHMENT OF SOLICITATION AND VOTING PROCEDURES, AND (C) FINAL COMBINED HEARING ON APPROVAL OF DISCLOSURE STATEMENT AND CONFIRMATION OF PLAN OF LIQUIDATION Roman), 10 pt, Bold, Complex Script Font: +Headings CS (Times New Roman) Roman), 10 pt, Bold, Complex Script Font: +Headings CS (Times New Roman) PLEASE TAKE NOTICE: By Order dated July, 2018 (the Solicitation Order ), the United States Bankruptcy Court for the District of Delaware (the Court ) approved, on an interim basis, the disclosure provisions of the Combined Plan of Liquidation and Disclosure Statement [D.I. 125] (the Combined Plan and DS or the Plan ) as containing adequate information within the meaning of Bankruptcy Code 1125. The Plan is intended to complete the liquidation of the Debtor. Following the sale of substantially all the Debtor s assets to Altair Engineering, Inc. on April 27, 2018, the Debtor s bankruptcy estate consists almost entirely of cash available to pay the claims of creditors strictly in the order of priority required under the Bankruptcy Code. Among other things, the Plan provides for the appointment of a Plan Administrator to process all Claims against the Debtor and make pro rata distributions to the holders of all Allowed Claims. The Plan does not contemplate the continuation of any business affairs of the Debtor. All parties in interest, including the holders of general unsecured claims in Class 2 under the Plan which are the only creditors entitled to vote to accept or reject the Plan should review the Combined Plan and DS in its entirety and seek legal counsel if questions arise regarding any party s rights or obligations under the Plan. Roman), 12 pt, Complex Script Font: +Headings CS (Times New Roman), (Complex) Hebrew 1 The last four digits of the Debtor s federal tax identification number are 4409. The Debtor, formerly known as Candi Controls, Inc., formerly maintained its principal place of business at 428 13 th Street, Third Floor, Oakland, CA 94612.
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 13 of 14 If you are the holder of an Allowed Claim in Class 2 under the Plan, you will have received a Ballot for use in voting on the Plan with this notice. Please carefully follow all instructions on the Ballot and in the Solicitation Order. The Court approved the following dates and deadlines related to the Plan: Event Date Voting Record Date July 13,26, 2018 Solicitation of Ballots and Service of Combined Hearing Notice Confirmation Objection Deadline Voting Deadline Reply Deadline Deadline for Filing: (a) Proposed Form of Confirmation Order; (b) Ballot Report; (c) Brief In Support of Confirmation Combined Hearing July 18,31, 2018 August 21,September 14, 2018, 5:00 p.m. August 21,September 14, 2018, 5:00 p.m. August 24,September 17, 2018, 5:00 p.m. August 24,September 17, 2018, 5:00 p.m. August 28,September 21, 2018, :.m. The Court has set a hearing (the Combined Hearing ) to consider final approval of the disclosure provisions of the Combined Plan and DS and confirmation of the Plan for August 28,September 21, 2018, at :.m. before the Honorable Christopher S. Sontchi, United States Bankruptcy Judge, 824 North Market Street, Wilmington, Delaware 19801. The Combined Hearing may be continued from time to time by the Court without further notice beyond announcements made in open Court or indicated in any notice of agenda of matters scheduled for hearing on in any other appropriate filing with the Court. Only holders of Allowed Claims in Class 2 under the Plan are entitled to vote to accept or reject the Plan. The Court has established July, 2018, as the record date (the Voting Record Date ) for determining the creditors entitled to receive solicitation or notice materials in connection with the Plan. If you are receiving this Notice, but not also receive a Ballot for voting on the Plan, it is either because the Debtor has determined that you do not hold an Allowed Claim as of the Voting Record Date or because your Allowed Claim is not of the type entitled to vote on the Plan. Roman), 12 pt, Bold, Complex Script Font: +Headings CS (Times New Roman), Bold, (Complex) Hebrew The deadline to vote to accept or reject the Plan is August 21,September 14, 2018, at 5:00 p.m. (the Voting Deadline ). The Debtor s counsel must receive your Ballot no later than the Voting Deadline or else your vote will not be counted. For your Ballot to count, you must (a) properly complete, date, and sign the Ballot, and (b) deliver the Ballot in Formatted: Font: 12 pt, Bold, Complex Script Font: Bold, (Complex) Hebrew 2
Case 18-10679-CSS Doc 140-2 Filed 07/23/18 Page 14 of 14 accordance with the instructions on the Ballot so that the Ballot is actually received by the Debtor s counsel no later than the Voting Deadline at: CCI Liquidation Plan Voting, c/o Jordan Kroop, Esq., Perkins Coie LLP, 2901 N. Central Ave., Suite 2000, Phoenix, Arizona 85012, jkroop@perkinscoie.com. The deadline to object to Plan confirmation or the adequacy of the disclosures contained in the Combined Plan and DS is August 21,September 14, 2018, at 5:00 p.m. (the Confirmation Objection Deadline ). Any such objections must: (a) be in writing; (b) comply with the Bankruptcy Rules and the Local Rules; (c) identify the objecting party and its interest in the Chapter 11 case; (d) state with particularity the legal and factual bases for the objection; and (e) be filed with the Court and served on counsel for the undersigned Debtor and the U.S. Trustee (Attn: David Buchbinder and Jaclyn Weissgerber, 844 King Street, Suite 2207, Wilmington, DE 19801), so as to be actually received by the Court and the service parties by no later than the Confirmation Objection Deadline. The Court may decline to consider or overrule, without further notice, any disclosure and confirmation objections not timely filed and served in the manner set forth above. Copies of the Solicitation Order, the Combined Plan and DS, a Ballot, and information pertaining to the Chapter 11 case may be obtained either on PACER at www.deb.uscourts.gov or by contacting undersigned Debtor s counsel. Neither the Debtor s counsel nor the Court is permitted to give legal advice. Roman), 12 pt, Bold, Complex Script Font: +Headings CS (Times New Roman), Bold, (Complex) Hebrew Dated: June, 2018 Wilmington, DE THE ROSNER LAW GROUP LLC Frederick B. Rosner (DE #3995) Scott J. Leonhardt (DE #4885) 824 N Market Street Suite 810 Wilmington DE 19801 (302) 777-1111 Email: rosner@teamrosner.com leonhardt@teamrosner.com /and/ PERKINS COIE LLP Jordan A. Kroop (admitted Pro Hac Vice) 2901 N Central Ave Suite 2000 Phoenix AZ 85012 (602) 351-8000 Email: jkroop@perkinscoie.com Co-Counsel to Debtor-in-Possession 3