Case 16-10238-MFW Doc 1796 Filed 08/31/18 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SFX ENTERTAINMENT, INC., et al., 1 Reorganized Debtors. Chapter 11 Case No. 16-10238 (MFW) (Jointly Administered) Hearing Date: November 1, 2018 at 2:00 p.m. Obj. Deadline: September 21, 2018 at 4:00 p.m. TWELFTH OMNIBUS OBJECTION (NON-SUBSTANTIVE) OF THE REORGANIZED DEBTORS TO CLAIMS PURSUANT TO SECTIONS 105 AND 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 **** Claimants receiving this Objection should locate their name(s) and claim number(s) in Exhibit A hereto, which contains the grounds for objections pertaining to their claim(s) and the relief being sought by the Reorganized Debtors. Your substantive rights may be affected by this Objection and by any further objection that may be filed by the Reorganized Debtors. The relief sought herein is without prejudice to the Reorganized Debtors rights to pursue further substantive or non-substantive objections against the claims listed in Exhibit A attached to the Proposed Order annexed to the Objection as Exhibit 1. **** 1 The Reorganized Debtors in these Chapter 11 Cases, along with the last four (4) digits of each Debtor s federal tax identification number, if applicable, are: 430R Acquisition LLC (7350); Beatport, LLC (1024); Core Productions LLC (3613); EZ Festivals, LLC (2693); Flavorus, Inc. (7119); ID&T/SFX Mysteryland LLC (6459); ID&T/SFX North America LLC (5154); ID&T/SFX Q-Dance LLC (6298); ID&T/SFX Sensation LLC (6460); ID&T/SFX TomorrowWorld LLC (7238); LETMA Acquisition LLC (0452); Made Event, LLC (1127); Michigan JJ Holdings LLC (n/a); SFX Acquisition, LLC (1063); SFX Brazil LLC (0047); SFX Canada Inc. (7070); SFX Development LLC (2102); SFX EDM Holdings Corporation (2460); SFX Entertainment, Inc. (0047); SFX Entertainment International, Inc. (2987); SFX Entertainment International II, Inc. (1998); SFX Intermediate Holdco II LLC (5954); SFX Managing Member Inc. (2428); SFX Marketing LLC (7734); SFX Platform & Sponsorship LLC (9234); SFX Technology Services, Inc. (0402); SFX/AB Live Event Canada, Inc. (6422); SFX/AB Live Event Intermediate Holdco LLC (8004); SFX/AB Live Event LLC (9703); SFX-94 LLC (5884); SFX-Disco Intermediate Holdco LLC (5441); SFX-Disco Operating LLC (5441); SFXE IP LLC (0047); SFX-EMC, Inc. (7765); SFX-Hudson LLC (0047); SFX-IDT N.A. Holding II LLC (4860); SFX-LIC Operating LLC (0950); SFX-IDT N.A. Holding LLC (2428); SFX-Nightlife Operating LLC (4673); SFX- Perryscope LLC (4724); SFX-React Operating LLC (0584); Spring Awakening, LLC (6390); SFXE Netherlands Holdings Coöperatief U.A. (6812); SFXE Netherlands Holdings B.V. (6898). The Reorganized Debtors business address is 9242 Beverly Blvd, Suite 350, Beverly Hills CA 90210
Case 16-10238-MFW Doc 1796 Filed 08/31/18 Page 2 of 6 The above-captioned reorganized debtors (collectively, the Reorganized Debtors ) hereby object to certain claims listed in Exhibit A annexed hereto (the Equity Claims ), and file this twelfth omnibus, non-substantive objection (the Twelfth Omnibus Objection ) to such Equity Claims pursuant to sections 105 and 502(b) of title 11 of the United States Code, 11 U.S.C. 101, et seq. (the Bankruptcy Code ), Rules 3003 and 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), seeking entry of an order disallowing each of the Equity Claims set forth in Exhibit A. In support of this Twelfth Omnibus Objection, the Reorganized Debtors submit the Declaration of John Coughlan, attached hereto as Exhibit 2, and respectfully state as follows: Status of the Case 1. On February 1, 2016 (the Petition Date ), the former debtors and debtors-inpossession (collectively, the Debtors ) commenced their bankruptcy cases (the Chapter 11 Cases ) by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the Court ).. 2. On September 30, 2016, the Debtors filed the Fifth Amended Joint Plan of Reorganization of SFX Entertainment, Inc. et al. Under Chapter 11 of the Bankruptcy Code (as amended, supplemented or modified from time to time, the Plan ) [Docket Nos. 1078, 1237, 1282]. 3. A hearing to consider the confirmation of the Plan was held on November 9, 2016 (the Confirmation Hearing ). 2
Case 16-10238-MFW Doc 1796 Filed 08/31/18 Page 3 of 6 4. On November 15, 2016, the Court entered an order confirming the Plan [Docket No. 1293] (the Confirmation Order ). 5. On December 2, 2016, the Plan became effective [Docket No. 1342] and the Reorganized Debtors emerged from chapter 11. Jurisdiction, Venue and Statutory Predicates 6. The Court has jurisdiction over this Twelfth Omnibus Objection pursuant to 28 U.S.C. 157 and 1334. Venue is proper in this district pursuant to 28 U.S.C. 1408 and 1409. This matter is core within the meaning of 28 U.S.C. 157(b)(2). 7. The statutory predicates for the relief sought herein are sections 105 and 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007, and Local Rule 3007-1. Schedules and Claims Bar Date 8. On April 13-14, 2016, the Debtors filed their Schedules of Assets and Liabilities and Statements of Financial Affairs (as amended, the Schedules ). 9. On April 5, 2016, the Court entered the Order (A) Fixing Deadlines for Filing Proofs of Claim and (B) Designating Form and Manner of Notice Thereof [Docket No. 351] (the Bar Date Order ), which established May 17, 2016 (the General Bar Date ) as the last date for all creditors, other than governmental units, holding a claim (including a claim under 11 U.S.C. 503(b)(9) of the Bankruptcy Code) against one or more of the Debtors, and August 1, 2016 (the Governmental Bar Date ) as the last date for all governmental units holding a claim against one or more of the Debtors, to file and serve a written proof of claim for payment of any such claim. Notice of the General Bar Date and the Governmental Bar Date was provided by mail and publication in accordance with the procedures outlined in the Bar Date Order. 3
Case 16-10238-MFW Doc 1796 Filed 08/31/18 Page 4 of 6 10. To date, approximately 650 proofs of claims have been filed in these Chapter 11 Cases (together with all other claims on the Debtors Schedules, the Claims ). Relief Requested 11. By this Twelfth Omnibus Objection, and for the reasons stated herein, the Reorganized Debtors seek entry of an order, pursuant to sections 105 and 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007, and Local Rule 3007-1, disallowing each of the Equity Claims set forth in Exhibit A. Basis for Relief Requested Equity Claims (Exhibit A) 12. The Reorganized Debtors object to each of the claims listed in Exhibit A attached hereto (each, an Equity Claim ) on the ground that each Equity Claim was filed on account of the respective claimant s ownership of an equity interest in the Debtor SFX Entertainment, Inc., and thus they simply should be reclassified as such and disallowed as Claims. Accordingly, each Equity Claim in Exhibit A attached hereto should be disallowed. Reservation of Rights 13. The Reorganized Debtors expressly reserve the right to amend, modify or supplement this Twelfth Omnibus Objection and to file additional objections to the Equity Claims or to any other proofs of Claim that may be asserted against the Debtors estates. Should one or more of the grounds of objection stated herein be overruled, the Reorganized Debtors reserve the right to object to the Equity Claims on any other ground that bankruptcy or nonbankruptcy law permits. 14. Notwithstanding anything contained herein or the attached exhibits, nothing herein shall be construed as a waiver of any rights that the Debtors estates may have to (i) bring 4
Case 16-10238-MFW Doc 1796 Filed 08/31/18 Page 5 of 6 avoidance actions under applicable sections of the Bankruptcy Code, including but not limited to sections 544, 547, and 548 of the Bankruptcy Code, against holders of the Equity Claims subject to this Twelfth Omnibus Objection or (ii) exercise the Debtors estates rights of setoff against the holders of such Claims. Compliance with Local Rule 3007-1 15. The Reorganized Debtors, by and through their counsel, state that, to the best of their knowledge, information and belief, this Twelfth Omnibus Objection and related exhibits comply with the requirements of Local Rule 3007-1. To the extent this Twelfth Omnibus Objection does not comply in all respects with the requirements of Local Rule 3007-1, the undersigned believes such deviations are not material and respectfully requests that such requirements be waived. Notice 16. Notice of this Twelfth Omnibus Objection has been given to the following parties or, in lieu thereof, to their counsel, if known: (a) the Office of the United States Trustee for the District of Delaware; (b) those parties requesting notice pursuant to Bankruptcy Rule 2002; and (c) those parties whose Claims are listed in Exhibit A. The Reorganized Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. [concluded on following page] 5
Case 16-10238-MFW Doc 1796 Filed 08/31/18 Page 6 of 6 Conclusion WHEREFORE, for the reasons set forth herein, the Reorganized Debtors respectfully request that this Court approve the relief requested in this Twelfth Omnibus Objection and grant such other and further relief as is just and proper. Dated: August 31, 2018 GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Dennis A. Meloro (DE Bar No. 4435) The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 Email: melorod@gtlaw.com -and- Nathan A. Haynes (admitted pro hac vice) MetLife Building 200 Park Avenue New York, NY 10166 Telephone: (212) 801-9200 Facsimile: (212) 801-6400 Email: haynesn@gtlaw.com Counsel to the Reorganized Debtors 6
Exhibit A
Omnibus Objection # 12 (Exhibit A): Equity Claims # Name of Claimant Claim No. Debtor Name Case Number Reason for Disallowance 1 Harwitt, Brian 313 SFX Entertainment, Inc. 16-10238 Claim is on account of equity 2 King, Brian 327 SFX Entertainment, Inc. 16-10238 Claim is on account of equity 3 Pugh, Kimberly 154 SFX Entertainment, Inc. 16-10238 Claim is on account of equity
Exhibit 1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SFX ENTERTAINMENT, INC., et al., 1 Reorganized Debtors. Chapter 11 Case No. 16-10238 (MFW) (Jointly Administered) Ref. Docket No. ORDER GRANTING REORGANIZED DEBTORS TWELFTH OMNIBUS OBJECTION (NON-SUBSTANTIVE) TO CLAIMS PURSUANT TO SECTIONS 105 AND 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3007AND LOCAL RULE 3007-1 Upon the Objection (the Twelfth Omnibus Objection ) 2 filed by the Reorganized Debtors seeking entry of an Order disallowing the Equity Claims listed in Exhibit A attached hereto; it appearing that this Court has jurisdiction to consider the Twelfth Omnibus Objection pursuant to 28 U.S.C. 157 and 1334; and it appearing that venue of these Chapter 11 Cases and the Twelfth Omnibus Objection 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 1 2 The Reorganized Debtors in these Chapter 11 Cases, along with the last four (4) digits of each Reorganized Debtor s federal tax identification number, if applicable, are: 430R Acquisition LLC (7350); Beatport, LLC (1024); Core Productions LLC (3613); EZ Festivals, LLC (2693); Flavorus, Inc. (7119); ID&T/SFX Mysteryland LLC (6459); ID&T/SFX North America LLC (5154); ID&T/SFX Q-Dance LLC (6298); ID&T/SFX Sensation LLC (6460); ID&T/SFX TomorrowWorld LLC (7238); LETMA Acquisition LLC (0452); Made Event, LLC (1127); Michigan JJ Holdings LLC (n/a); SFX Acquisition, LLC (1063); SFX Brazil LLC (0047); SFX Canada Inc. (7070); SFX Development LLC (2102); SFX EDM Holdings Corporation (2460); SFX Entertainment, Inc. (0047); SFX Entertainment International, Inc. (2987); SFX Entertainment International II, Inc. (1998); SFX Intermediate Holdco II LLC (5954); SFX Managing Member Inc. (2428); SFX Marketing LLC (7734); SFX Platform & Sponsorship LLC (9234); SFX Technology Services, Inc. (0402); SFX/AB Live Event Canada, Inc. (6422); SFX/AB Live Event Intermediate Holdco LLC (8004); SFX/AB Live Event LLC (9703); SFX-94 LLC (5884); SFX-Disco Intermediate Holdco LLC (5441); SFX-Disco Operating LLC (5441); SFXE IP LLC (0047); SFX-EMC, Inc. (7765); SFX-Hudson LLC (0047); SFX-IDT N.A. Holding II LLC (4860); SFX-LIC Operating LLC (0950); SFX-IDT N.A. Holding LLC (2428); SFX-Nightlife Operating LLC (4673); SFX-Perryscope LLC (4724); SFX-React Operating LLC (0584); Spring Awakening, LLC (6390); SFXE Netherlands Holdings Coöperatief U.A. (6812); SFXE Netherlands Holdings B.V. (6898). The Reorganized Debtors business address is 9242 Beverly Blvd., Suite 350, Beverly Hills, CA 90210. Capitalized terms not otherwise defined herein shall the meanings ascribed to them in the Twelfth Omnibus Objection.
this Court having found that the relief requested in the Twelfth Omnibus Objection 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 Twelfth Omnibus Objection has been given and that no other or further notice is necessary; and after due deliberation thereon; and this Court having reviewed the Twelfth Omnibus Objection; and good and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT: 1. The Twelfth Omnibus Objection is GRANTED as set forth herein; 2. Each Equity Claim set forth in Exhibit A is hereby disallowed. 3. The Twelfth Omnibus Objection constitutes a separate contested matter to each Claim listed in Exhibit A attached hereto as contemplated by Bankruptcy Rule 9014 and Local Rule 3007-1. This Order shall be deemed a separate Order with respect to each Claim. Any stay of this Order pending appeal by any claimant whose Equity Claim is subject to this Order shall only apply to the contested matter which involves such claimant and shall not act to stay the applicability and/or finality of this Order with respect to the other contested matters listed in the Twelfth Omnibus Objection or this Order. 4. The Reorganized Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order. 2
5. This Court shall retain jurisdiction with respect to all matters arising from or relating to the interpretation or implementation of this Order. Dated:, 2018 HONORABLE MARY F. WALRATH UNITED STATES BANKRUPTCY JUDGE 3
Exhibit A
Omnibus Objection # 12 (Exhibit A): Equity Claims # Name of Claimant Claim No. Debtor Name Case Number Reason for Disallowance 1 Harwitt, Brian 313 SFX Entertainment, Inc. 16-10238 Claim is on account of equity 2 King, Brian 327 SFX Entertainment, Inc. 16-10238 Claim is on account of equity 3 Pugh, Kimberly 154 SFX Entertainment, Inc. 16-10238 Claim is on account of equity
Exhibit 2
Exhibit 2
Case 16-10238-MFW Doc 1796-2 Filed 08/31/18 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SFX ENTERTAINMENT, INC., et al., 1 Reorganized Debtors. Chapter 11 Case No. 16-10238 (MFW) (Jointly Administered) Hearing Date: November 1, 2018 at 2:00 p.m. Obj. Deadline: September 21, 2018 at 4:00 p.m. NOTICE OF TWELFTH OMNIBUS OBJECTION (NON-SUBSTANTIVE) OF THE REORGANIZED DEBTORS TO CLAIMS PURSUANT TO SECTIONS 105 AND 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 PLEASE TAKE NOTICE the undersigned counsel to the above-captioned debtors (the Debtors ) in the above-captioned chapter 11 cases, filed the Twelfth Omnibus Objection (Non- Substantive) of the Reorganized Debtors to Claims Pursuant to Sections 105 and 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the Twelfth Omnibus Objection ) with the United States Bankruptcy Court for the District of Delaware. PLEASE TAKE FURTHER NOTICE that each claimant that has filed a claim that is affected by the Twelfth Omnibus Objection received a copy of the Twelfth Omnibus 1 The Reorganized Debtors in these Chapter 11 Cases, along with the last four (4) digits of each Debtor s federal tax identification number, if applicable, are: 430R Acquisition LLC (7350); Beatport, LLC (1024); Core Productions LLC (3613); EZ Festivals, LLC (2693); Flavorus, Inc. (7119); ID&T/SFX Mysteryland LLC (6459); ID&T/SFX North America LLC (5154); ID&T/SFX Q-Dance LLC (6298); ID&T/SFX Sensation LLC (6460); ID&T/SFX TomorrowWorld LLC (7238); LETMA Acquisition LLC (0452); Made Event, LLC (1127); Michigan JJ Holdings LLC (n/a); SFX Acquisition, LLC (1063); SFX Brazil LLC (0047); SFX Canada Inc. (7070); SFX Development LLC (2102); SFX EDM Holdings Corporation (2460); SFX Entertainment, Inc. (0047); SFX Entertainment International, Inc. (2987); SFX Entertainment International II, Inc. (1998); SFX Intermediate Holdco II LLC (5954); SFX Managing Member Inc. (2428); SFX Marketing LLC (7734); SFX Platform & Sponsorship LLC (9234); SFX Technology Services, Inc. (0402); SFX/AB Live Event Canada, Inc. (6422); SFX/AB Live Event Intermediate Holdco LLC (8004); SFX/AB Live Event LLC (9703); SFX-94 LLC (5884); SFX-Disco Intermediate Holdco LLC (5441); SFX-Disco Operating LLC (5441); SFXE IP LLC (0047); SFX-EMC, Inc. (7765); SFX-Hudson LLC (0047); SFX-IDT N.A. Holding II LLC (4860); SFX-LIC Operating LLC (0950); SFX-IDT N.A. Holding LLC (2428); SFX-Nightlife Operating LLC (4673); SFX- Perryscope LLC (4724); SFX-React Operating LLC (0584); Spring Awakening, LLC (6390); SFXE Netherlands Holdings Coöperatief U.A. (6812); SFXE Netherlands Holdings B.V. (6898). The Reorganized Debtors business address is 9242 Beverly Blvd, Suite 350, Beverly Hills CA 90210 DEL 408364960v1
Case 16-10238-MFW Doc 1796-2 Filed 08/31/18 Page 2 of 4 Objection. Affected claimants should read the Twelfth Omnibus Objection which details the claims subject to the Twelfth Omnibus Objection and the grounds for such objections. PLEASE TAKE FURTHER NOTICE that any party wishing to oppose the relief requested in the Twelfth Omnibus Objection must file a written response with the Clerk of the Bankruptcy Court for the District of Delaware, 3rd Floor, 824 Market Street, Wilmington, Delaware 19801, and serve a copy of the response upon the following so as to be received on or before September 21, 2018 at 4:00 p.m. (EDT) by: (i) the Reorganized Debtors counsel, (a) Greenberg Traurig, LLP, The Nemours Building, 1007 North Orange Street, Suite 1200, Wilmington, DE 19801 (Attn: Dennis Meloro, Esq.) and (b) Greenberg Traurig, LLP, The Metlife Building, 200 Park Avenue, 38th Floor, New York, NY 10166 (Attn: Nathan A. Haynes, Esq.). Only those responses timely filed with the Court and received by the parties named herein will be considered by the Court. PLEASE TAKE FURTHER NOTICE that any response or opposition to the Twelfth Omnibus Objection must contain at a minimum the following: (a) a caption setting forth the name of the Court, the name of the Debtors, the case number and the title of this Twelfth Omnibus Objection; (b) the name of the claimant and description of the basis for the amount and priority of the claim; a concise statement setting forth the reasons why the claim should not be reclassified, disallowed or reduced for the reasons set forth in the Twelfth Omnibus Objection, including, but not limited to, the specific factual and legal basis upon which the claimant will rely in opposing the Twelfth Omnibus Objection; DEL 408364960v1 2
Case 16-10238-MFW Doc 1796-2 Filed 08/31/18 Page 3 of 4 (c) all documentation or other evidence of the claim, to the extent not included with the proof of claim previously filed with the Debtors claims agent, upon which the claimant will rely in opposing the Twelfth Omnibus Objection at the hearing; and (d) the name, address, and telephone number of the person (which may be the claimant or the claimant s legal representative) possessing ultimate authority to reconcile, settle, or otherwise resolve the claim on behalf of the claimant. PLEASE TAKE FURTHER NOTICE that if you fail to respond in accordance with this Notice, the Court may grant the relief demanded by the Twelfth Omnibus Objection without further notice or hearing. PLEASE TAKE FURTHER NOTICE that a hearing (the Claims Hearing ) on the Twelfth Omnibus Objection will be held on NOVEMBER 1, 2018 AT 2:00 P.M. before the Honorable Mary F. Walrath at 824 Market Street, Wilmington, Delaware 19801, if a response is filed. PLEASE TAKE FURTHER NOTICE that if you file a response to the Twelfth Omnibus Objection, you should be prepared to argue that response at the Claims Hearing. However, if a hearing on a response will require substantial time, pursuant to Del.Bankr.LR 3007-1(h), the Court may schedule a separate hearing date and time. You need not appear at the Claims Hearing if you do not object to the relief requested. If you do not timely file and serve a response to the Twelfth Omnibus Objection, the relief requested in the Twelfth Omnibus Objection may be granted without further notice to you. PLEASE TAKE FURTHER NOTICE that the Claims Hearing may be continued from time to time upon written notice to you or as declared orally at the Claims Hearing. DEL 408364960v1 3
Case 16-10238-MFW Doc 1796-2 Filed 08/31/18 Page 4 of 4 Dated: August 31, 2018 GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Dennis A. Meloro (DE Bar No. 4435) The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 Email: melorod@gtlaw.com -and- Nathan A. Haynes (admitted pro hac vice) MetLife Building 200 Park Avenue New York, NY 10166 Telephone: (212) 801-9200 Facsimile: (212) 801-6400 Email: haynesn@gtlaw.com Counsel to the Reorganized Debtors DEL 408364960v1 4