Hearing Date: November 20, 2014 at 10:00 a.m. (ET Objection Deadline: November 13, 2014 at 4:00 p.m. (ET Michael R. Nestor Kenneth J. Enos Andrew L. Magaziner YOUNG CONAWAY STARGATT & TAYLOR, LLP 1270 Avenue of the Americas Suite 2210 New York, New York 10020 Telephone: (212 332-8840 Facsimile: (212 332-8855 Counsel to the Liquidating Trustee Neil E. Herman Patrick D. Fleming MORGAN, LEWIS & BOCKIUS LLP 101 Park Avenue New York, New York 10178-0060 Telephone: (212 309-6000 Facsimile: (212 309-6001 Counsel to the Liquidating Trustee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: PULP FINISH 1 COMPANY (f/k/a Journal Register Company, et al., 1 Debtors. Chapter 11 Case No. 12-13774 (SMB Jointly Administered NOTICE OF HEARING ON LIQUIDATING TRUSTEE S MOTION FOR AN ORDER FURTHER EXTENDING THE TIME TO OBJECT TO CLAIMS PLEASE TAKE NOTICE that the Liquidating Trustee (as the entity appointed pursuant to the Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code Proposed by the Debtors and the Official Committee of Unsecured Creditors to effectuate the wind-down of Pulp Finish 1 Company (f/k/a Journal Register Company, et al., and its affiliated 01:15809755.2 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Pulp Finish 1 Company (f/k/a Journal Register Company (8615, Register Company, Inc. (6548, Chanry Communications Ltd. (3704, Pennysaver Home Distribution Corp. (9476, All Home Distribution Inc. (0624, JR East Holdings, LLC (N/A, Journal Register East, Inc. (8039, Journal Company, Inc. (8220, JRC Media, Inc. (4264, Orange Coast Publishing Co. (7866, St. Louis Sun Publishing Co. (1989, Middletown Acquisition Corp. (3035, JiUS, Inc. (3535, Journal Register Supply, Inc. (6546, Northeast Publishing Company, Inc. (6544, Hometown Newspapers, Inc. (8550, The Goodson Holding Company (2437, Acme Newspapers, Inc. (6478, 21st Century Newspapers, Inc. (6233, Morning Star Publishing Company (2543, Heritage Network Incorporated (6777, Independent Newspapers, Inc. (2264, Voice Communications Corp. (0455, Pulp Finish 2 Company (f/k/a Digital First Media, Inc. (0431, Great Lakes Media, Inc. (5920, Up North Publications, Inc. (2784, Greater Detroit Newspaper Network, Inc. (4228, Great Northern Publishing, Inc. (0800, and Saginaw Area Newspapers, Inc. (8444. The mailing address for each of the Debtors is c/o Ocean Ridge Capital Advisors, LLC, 56 Harrison Street, Suite 203A, New Rochelle, NY 10801.
debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors has filed the attached Liquidating Trustee s Motion for an Order Further Extending the Time to Object to Claims (the Motion. Counsel to the Liquidating Trustee will present the Motion before the Honorable Stuart M. Bernstein, United States Bankruptcy Judge for the Southern District of New York (the Court, One Bowling Green, Courtroom No. 723, New York, New York 10004 at a hearing to be held on November 20, 2014 at 10:00 a.m. (ET (the Hearing. PLEASE TAKE FURTHER NOTICE that responses or objections, if any, to the relief requested in the Motion must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York and shall be filed (a electronically with the Court, pursuant to the Court s General Order M-399 (available at http://www.nysb.uscourts.gov/orders/m399.pdf by registered users of the Court s case filing system or (b by all other parties in interest on a compact disc, preferably in portable document format (PDF, Microsoft Word or any other Windows-based word processing format (with a hard copy delivered directly to Chambers and served in accordance with General Order M-399 and upon each of the following: (i the Liquidating Trustee, c/o Ocean Ridge Capital Advisors, LLC, 56 Harrison Street, Suite 203A, New Rochelle, NY 10801 (Attn: Brad Scher; (ii counsel to the Liquidating Trustee, Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, DE 19801 (Attn: Michael R. Nestor and Morgan Lewis & Bockius LLP; 101 Park Avenue, New York, NY 10178-0060 (Attn: Neal E. Herman; (iii counsel to the Official Committee of Unsecured Creditors, Lowenstein Sandler PC, 1251 Avenue of the Americas, New York, NY 10020 (Attn: Gerald Bender; and (iv the Office of the United States Trustee for the Southern District of New York, U.S. Federal Office Building, 201 01:15809755.2 2
Varick Street, Suite 1006, New York, NY 10014 (Attn: Brian Masumoto so as to be received no later than 4:00 p.m. (ET on November 13, 2014 (the Objection Deadline. PLEASE TAKE FURTHER NOTICE that only those objections that are timely filed, served and received will be considered at the Hearing. If no objections are timely filed and served with respect to the Motion, the Liquidating Trustee 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. Dated: New York, New York October 24, 2014 MORGAN, LEWIS & BOCKIUS LLP Neil E. Herman Patrick D. Fleming 101 Park Avenue New York, New York 10178-0060 Telephone: (212 309-6000 Facsimile: (212 309-6001 -and- /s/ Andrew L. Magaziner Michael R. Nestor Kenneth J. Enos Andrew L. Magaziner YOUNG CONAWAY STARGATT & TAYLOR, LLP 1270 Avenue of the Americas Suite 2210 New York, New York 10020 Telephone: (212 332-8840 Facsimile: (212 332-8855 Counsel for Liquidating Trustee 01:15809755.2 3
Hearing Date: November 20, 2014 at 10:00 a.m. (ET Objection Deadline: November 13, 2014 at 4:00 p.m. (ET Neil E. Herman Patrick D. Fleming MORGAN, LEWIS & BOCKIUS LLP 101 Park Avenue New York, New York 10178-0060 Telephone: (212 309-6000 Facsimile: (212 309-6001 Counsel to the Liquidating Trustee Michael R. Nestor Kenneth J. Enos Andrew L. Magaziner YOUNG CONAWAY STARGATT & TAYLOR, LLP 1270 Avenue of the Americas Suite 2210 New York, New York 10020 Telephone: (212 332-8840 Facsimile: (212 332-8855 Counsel to the Liquidating Trustee 1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: PULP FINISH 1 COMPANY (f/k/a Journal Register Company, et al., 2 Debtors. Chapter 11 Case No. 12-13774 (SMB (Jointly Administered LIQUIDATING TRUSTEE S MOTION FOR AN ORDER FURTHER EXTENDING THE TIME TO OBJECT TO CLAIMS 1 2 All parties in interest with inquiries regarding the Motion or Proposed Order should direct such inquiries to Young Conaway Stargatt & Taylor, LLP. The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Pulp Finish 1 Company (f/k/a Journal Register Company (8615, Register Company, Inc. (6548, Chanry Communications Ltd. (3704, Pennysaver Home Distribution Corp. (9476, All Home Distribution Inc. (0624, JR East Holdings, LLC (N/A, Journal Register East, Inc. (8039, Journal Company, Inc. (8220, JRC Media, Inc. (4264, Orange Coast Publishing Co. (7866, St. Louis Sun Publishing Co. (1989, Middletown Acquisition Corp. (3035, JiUS, Inc. (3535, Journal Register Supply, Inc. (6546, Northeast Publishing Company, Inc. (6544, Hometown Newspapers, Inc. (8550, The Goodson Holding Company (2437, Acme Newspapers, Inc. (6478, 21st Century Newspapers, Inc. (6233, Morning Star Publishing Company (2543, Heritage Network Incorporated (6777, Independent Newspapers, Inc. (2264, Voice Communications Corp. (0455, Pulp Finish 2 Company (f/k/a Digital First Media, Inc. (0431, Great Lakes Media, Inc. (5920, Up North Publications, Inc. (2784, Greater Detroit Newspaper Network, Inc. (4228, Great Northern Publishing, Inc. (0800, and Saginaw Area Newspapers, Inc. (8444. The mailing address for each of the Debtors is c/o Ocean Ridge Capital Advisors, LLC, 56 Harrison Street, Suite 203A, New Rochelle, NY 10801. 01:16170825.1
The Liquidating Trustee, as the entity appointed pursuant to the Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code Proposed by the Debtors and the Official Committee of Unsecured Creditors (the Plan to effectuate the wind-down of Pulp Finish 1 Company (f/k/a Journal Register Company, et al., and its affiliated debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors, hereby submits this motion (the Motion for entry of an order, substantially in the form attached hereto as Exhibit A (the Proposed Order, further extending the Claim Objection Deadline (as defined herein by approximately 90 days, through and including January 26, 2015. In support of this Motion, the Liquidating Trustee respectfully represents as follows: Background 1. On September 5, 2012 (the Petition Date, each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code 2. The factual background regarding the Debtors, including their business operations, their capital and debt structure, and the events leading to the filing of these bankruptcy cases, is set forth in detail in the Declaration of William J. Higginson in Support of the Debtors Chapter 11 Petitions and First Day Motions dated September 5, 2012 [Docket No. 2]. 3. The Debtors continue to manage their properties as debtors in possession pursuant to sections 1107(a and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed. 4. On March 27, 2013, the Court entered its Order (a Approving Purchase Agreement Between the Debtors and Purchaser, (b Authorizing and Approving the Sale of Assets Free and Clear of Liens, Claims, Encumbrances, and Interests, (c Authorizing and 2
Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases in Connection Therewith, and (d Granting Related Relief [Docket No. 544], which approved the sale (the Sale of substantially all of the Debtors assets. The Sale closed on April 5, 2013. 5. On July 2, 2013, the Debtors filed the Plan, and on October 15, 2013, this Court entered an order (the Confirmation Order confirming the Plan [Docket No. 856]. The Plan went effective on October 30, 2013 (the Effective Date. 6. Pursuant to the Plan, the Liquidating Trustee was deemed the Debtors representative in accordance with section 1123 of the Bankruptcy Code and has all of the rights and powers set forth in the Liquidating Trust Agreement (as defined in the Plan, including, without limitation, the right and power to object to claims and to prosecute, settle, compromise, withdraw, or resolve such objections in any manner approved by the Bankruptcy Court. Facts Specific to the Relief Requested 7. Pursuant to Section VII.A.1 of the Plan, the deadline for the Liquidating Trustee to file objections to Claims 3 (the Claim Objections was set as 180 days following the Effective Date or such later date as may be established by order of the Court upon motion by the Liquidating Trustee (the Claim Objection Deadline, with notice only to those parties entitled to receive notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules and the Office of the United States Trustee. 8. On April 28, 2014, and July 23, 2014, the Liquidating Trustee filed respective motions to extend the Claim Objection Deadline [Docket Nos. 993 & 1002], and on June 19, 2014, and August 21, 2014, respectively, the Court entered orders extending the Claim 3 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. 3
Objection Deadline [Docket Nos. 1000 & 1005]. The current Claim Objection Deadline is October 27, 2014. 4 9. The Liquidating Trustee has reviewed over 850 Claims and, together with the Debtors, has filed thirteen omnibus objections (the Omnibus Objections to various proofs of claim. Although there are no additional claims slotted for objection at this time, the Liquidating Trustee believes it is appropriate to extend the Claims Objection Deadline to preserve its right to object to any claims which have not been, but may yet be, filed while the cases remain open. Jurisdiction 10. The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and 1334 and the Confirmation Order. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. This matter is a core proceeding pursuant to 28 U.S.C. 157(b. The statutory predicates for the relief requested herein are section 105(a of the Bankruptcy Code and Bankruptcy Rule 9006. Relief Requested 11. By this Motion, the Liquidating Trustee requests entry of the Proposed Order extending the Claim Objection Deadline through and including January 26, 2015. The Liquidating Trustee further requests that the extension proposed herein be granted without prejudice to its right to seek further extensions of the Claim Objection Deadline. 4 Pursuant to Rule 9006-2 of the Local Bankruptcy Rules for the Southern District of New York, the current Claim Objection Deadline is automatically extended until such time as the Court has had an opportunity to consider and act upon the relief requested herein. 4
Basis for Relief 12. As previously noted, pursuant to the Plan and the prior orders extending the Claim Objection Deadline, the Liquidating Trustee must file Claim Objections by October 27, 2014. However, the Liquidating Trustee submits that cause exists to extend the Claim Objection Deadline as requested herein. 13. Because one of the chapter 11 cases remains open at this time, and late filed claims have previously been filed and may continue to be filed while such case remains open, the Liquidating Trustee submits that it is necessary to extend the Claim Objection Deadline to allow this case to close without jeopardizing the Liquidating Trustee s ability to resolve any unforeseen Claim issues. The Liquidating Trustee has completed distributions under the Plan at this time, and hopes to address and resolve any remaining administrative issues by the end of calendar year 2014, and seek entry of a final decree order in conjunction therewith. As such, the Liquidating Trustee seeks the requested extension to allow it time to fully and finally resolve all outstanding issues on the contemplated timeline. 14. Accordingly, the Liquidating Trustee submits that an extension of the Claim Objection Deadline is necessary and prudent to ensure that the Liquidating Trustee has flexibility to evaluate, negotiate or object to late-filed Claims and to preserve the opportunity for the Liquidating Trustee to resolve such Claims, to the extent filed, in a timely and efficient manner, without the need for litigation. Notice 15. Notice of this Motion has been given to (i the Office of the United States Trustee for the Southern District of New York; (ii counsel to the Official Committee of Unsecured Creditors; (iii Otterbourg, Steindler, Houston & Rosen, P.C., counsel to Wells Fargo, N.A.; (iv Akin, Gump, Strauss, Hauer & Feld LLP, counsel for the Tranche A Lenders and 5
Tranche B Lenders; and (v Emmet, Marvin & Martin LLP, counsel to the Tranche A Agent and the Tranche B Agent. CONCLUSION WHEREFORE, for the reasons set forth herein, the Liquidating Trustee respectfully requests that the Court (a enter the Proposed Order, extending the Claim Objection Deadline through and including January 26, 2015, and (b grant such other and further relief as may be just and proper. Dated: New York, New York October 24, 2014 MORGAN, LEWIS & BOCKIUS LLP Neil E. Herman Patrick D. Fleming 101 Park Avenue New York, New York 10178-0060 Telephone: (212 309-6000 Facsimile: (212 309-6001 -and- /s/ Andrew L. Magaziner Michael R. Nestor Kenneth J. Enos Andrew L. Magaziner YOUNG CONAWAY STARGATT & TAYLOR, LLP 1270 Avenue of the Americas Suite 2210 New York, New York 10020 Telephone: (212 332-8840 Facsimile: (212 332-8855 Counsel to the Liquidating Trustee 6
EXHIBIT A Proposed Order 01:16170825.1
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: PULP FINISH 1 COMPANY (f/k/a Journal Register Company, et al., 1 Debtors. Chapter 11 Case No. 12-13774 (SMB (Jointly Administered ORDER FURTHER EXTENDING THE TIME TO OBJECT TO CLAIMS Upon the motion (the Motion 2 of the Liquidating Trustee appointed in the chapter 11 cases of the above-captioned debtors and debtors in possession (collectively, the Debtors for entry of an order extending the Claim Objection Deadline; and it appearing that this Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. 157 and 1334 and the Confirmation Order; and it appearing 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 it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b; and this Court having determined that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors, and other parties in interest; and it appearing that proper and adequate notice of the Motion has been 1 2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Pulp Finish 1 Company (f/k/a Journal Register Company (8615, Register Company, Inc. (6548, Chanry Communications Ltd. (3704, Pennysaver Home Distribution Corp. (9476, All Home Distribution Inc. (0624, JR East Holdings, LLC (N/A, Journal Register East, Inc. (8039, Journal Company, Inc. (8220, JRC Media, Inc. (4264, Orange Coast Publishing Co. (7866, St. Louis Sun Publishing Co. (1989, Middletown Acquisition Corp. (3035, JiUS, Inc. (3535, Journal Register Supply, Inc. (6546, Northeast Publishing Company, Inc. (6544, Hometown Newspapers, Inc. (8550, The Goodson Holding Company (2437, Acme Newspapers, Inc. (6478, 21st Century Newspapers, Inc. (6233, Morning Star Publishing Company (2543, Heritage Network Incorporated (6777, Independent Newspapers, Inc. (2264, Voice Communications Corp. (0455, Pulp Finish 2 Company (f/k/a Digital First Media, Inc. (0431, Great Lakes Media, Inc. (5920, Up North Publications, Inc. (2784, Greater Detroit Newspaper Network, Inc. (4228, Great Northern Publishing, Inc. (0800, and Saginaw Area Newspapers, Inc. (8444. The mailing address for each of the Debtors is c/o Ocean Ridge Capital Advisors, LLC, 56 Harrison Street, Suite 203A, New Rochelle, NY 10801. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion. 01:16170825.1
given and that no other or further notice is necessary; and after due deliberation thereon; and good and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED to the extent provided for herein. 2. The Claim Objection Deadline is hereby extended through and including January 26, 2015. 3. This Order is without prejudice to the Liquidating Trustee s right to seek further extensions of the Claim Objection Deadline. 4. The Liquidating Trustee is authorized and empowered to take all actions necessary to implement the relief granted in this Order. 5. The requirements set forth in rule 9013-1(b of the Local Rules for the United States Bankruptcy Court for the Southern District of New York are satisfied. 6. This Court shall retain jurisdiction to hear and to determine all matters arising from or related to implementation of this Order. New York, New York Date:, 2014 Stuart M. Bernstein United States Bankruptcy Judge 2