17-10751-mew Doc 4119 Filed 11/27/18 Entered 11/27/18 16:34:13 Main Document Pg 1 of 3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re, et al., Debtors. 1 Chapter 11 Case No. 17-10751 (MEW) (Jointly Administered) ORDER GRANTING SECOND MOTION OF WIND DOWN CO AND STATUTORY UNSECURED CLAIMHOLDERS COMMITTEE (I) OBJECTING TO AND (II) SEEKING ESTIMATION OF UNLIQUIDATED CLAIMS FOR ALL PURPOSES UNDER CHAPTER 11 PLAN Upon the Second Motion of Wind Down Co And Statutory Unsecured Claimholders Committee (I) Objecting to and (II) Seeking Estimation of Unliquidated Claims for All Purposes Under Chapter 11 Plan (the Motion ) [ECF No. 4050]; 2 pursuant to Bankruptcy Code sections 105(a), 502(c), and 1142(b), Bankruptcy Rules 3007 and 3021, and the confirmed Plan, seeking entry of an order (i) fixing the Maximum Limitation of the partially liquidated Claims set forth on Schedule 1, annexed hereto, in the liquidated amount of such Claims, (ii) disallowing the unliquidated portion of the partially liquidated Claims set forth on Schedule 1, and (iii) disallowing certain unliquidated Claims in their entirety as set forth on Schedule 2, annexed hereto; and the Court having found that the Court has subject matter jurisdiction over this matter pursuant to 28 U.S.C. 1334, section 13 of the Plan, and the Confirmation Order; and the Court having found that the Motion is a core proceeding under 28 U.S.C. 157(b)(2); and it appearing that venue of this proceeding and the Motion in this district is 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are: (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (2348), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania 16066. By order dated September 25, 2018, [ECF No. 3956] the administration of the Debtors cases was consolidated at the case of Westinghouse Electric, and the affiliated cases of certain Debtors were closed. 2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion. 2534/78108-013 CURRENT/104148197v2
17-10751-mew Doc 4119 Filed 11/27/18 Entered 11/27/18 16:34:13 Main Document Pg 2 of 3 proper pursuant to 28 U.S.C. 1408 and 1409; and the Court having found that Wind Down Co and the UCC provided due and proper notice of the Motion in accordance with Bankruptcy Rule 3007 and the Order Pursuant to 11 U.S.C. 105(a) and Fed. R. Bankr. P. 1015(c) and 9007 Implementing Certain Notice and Case Management Procedures; and the Court having reviewed the Motion and the Notice; and a hearing to consider the Motion and the relief requested therein having been held on November 16, 2018 (the Hearing ); and the Court having considered the Motion and the presentation of counsel at the Hearing; and the Court having determined that the legal and factual bases set forth in the Motion and on the record of the Hearing establish just cause for the relief set forth herein; and after due deliberation and sufficient cause appearing therefor, and for the reasons set forth on the record at the Hearing, it is hereby ORDERED that the Motion is approved and granted to the extent specified herein, and it is further ORDERED that the unliquidated portions of the Claims listed on Schedule 1 shall be disallowed to the extent that such unliquidated portions (together with any liquidated portions of such Claims) exceed the Maximum Limitation on Schedule 1, and such Claims shall be estimated in the amount identified in the column entitled Maximum Limitation on Schedule 1; and it is further ORDERED that, for the reason set forth on the record at the Hearing, each of the Claims listed on Schedule 2 shall be, and are hereby, expunged; and it is further ORDERED that the Maximum Limitation for each Claim listed on Schedule 1 shall govern for all purposes under the Plan, including distributions, and shall be the maximum limitation of the amount of such Claims, such that, in no event will the Allowed Amount of any such Claim be greater than the Maximum Limitation established by this Order; and it is further ORDERED that no Claims are being Allowed by this Motion and each Claim identified on Schedule 1 shall remain Disputed for all purposes, pending further order of the Court or the agreement of Wind Down Co and the UCC; and it is further
17-10751-mew Doc 4119 Filed 11/27/18 Entered 11/27/18 16:34:13 Main Document Pg 3 of 3 ORDERED that nothing herein shall effect the rights of the Nuclear Decommissioning Authority (UK) ( NDAUK ) against reorganized ( WEC ) and UK Holdings Limited ( WECHOL ) pursuant to a Parent Company Guarantee dated March 23, 2010 granted by WEC and WECHOL, as amended and confirmed by a Deed of Amendment and Confirmation dated as of August 9, 2018, including, without limitation, the right to assert claims arising before or after the Effective Date, against reorganized WEC and WECHOL, provided, however, that in no event shall the Class 3A General Unsecured Claim asserted by NDAUK against the Debtors in Claim No. 2388, or any amendment thereto, exceed the Maximum Limitation set forth in this Order; and it is further ORDERED that the Claims may be subject to further or additional objections by any party, including Wind Down Co, prior to the deadline for filing objections to General Unsecured Claims, as such deadline may be extended by this Court; and it is further ORDERED that Wind Down Co, the UCC, and KCC are authorized to take all actions necessary to effectuate the relief granted in this Order; and it is further ORDERED that the Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of this Order. Dated: New York, New York November 27, 2018 s/michael E. Wiles The Honorable Michael E. Wiles United States Bankruptcy Judge
17-10751-mew Doc 4119-1 Filed 11/27/18 Entered 11/27/18 16:34:13 Schedule 1 Pg 1 of 4 Schedule 1 9359/78108-001 CURRENT/103863653v2 11/09/2018 2:15 PM
Pg 2 of 4 Second Motion Objecting to and Seeking Estimation Of Unliquidated Claims Schedule 1 Claims Asserted in Partially Unliquidated Amounts Claimant Name Claimant Address Debtor Name Filed Date 1. Kasgro Rail Corp Kasgro Rail Corp 2650 Sival Road NW Ramsey, Indiana, 47166-8301 17-10751-mew Doc 4119-1 Filed 11/27/18 Entered 11/27/18 16:34:13 Schedule 1 Claim to be Unsecured Unsecured Maximum Unsecured Unliquidated Unliquidated Limitation Liquidated Amount Amount* Amount Ground(s) for Objection to Unliquidated Portion of Claim 9/1/2017 2930 $650,000 Undetermined $0.00 $650,000 Claim lacks sufficient documentation to verify the basis for 2. KEPCO Engineering & Construction Company, Inc. (f/k/a Korea Power Engineering Company, Inc. KEPCO Engineering & Construction Company, Inc., 269 Hyeoksin-ro, Gimcheon-si, Gyeongsangbuk-do, South Korea 3. Lewis III, Albert R. William E. Kelleher, Jr., Esq. Cohen & Grigsby, P.C. 625 Liberty Avenue Pittsburgh, PA 15222-3152 USA 8/30/2017 2387 $160,000.00 Undetermined $0.00 $160,000.00 Debtors informed movants that they reviewed books and records and the claim seeks an unliquidated amount for which the Debtors are not liable. Furthermore, claim lacks sufficient documentation to verify the basis for any unliquidated amount. Claim should be estimated at zero dollars. 8/31/2017 2727 $48,932.00 Undetermined $0.00 $48,932.00 Claim is apparently protective claim. Furthermore, claim lacks sufficient documentation to verify any unliquidated amount. To the extent the claim is unliquidated it should be estimated at zero dollars. 4. Lynx Supply Lynx Supply 233 Warehouse Rd. Oak Ridge, TN 37839 7/14/2017 1010 $5,143.48 Undetermined $0.00 $5,143.48 Liquidated amount is set per schedule. But claim lacks sufficient documentation for amounts in excess of scheduled amount. To the extent the claim is unliquidated it should be estimated at zero dollars. 5. Noe, Ronald Ronald Noe 1456 Ridge Rd., Hopkins, S.C. 29061 6. Nuclear Decomissioning Authority (UK) 7. Numip Engineering Construction Michael Glass, Head of Revenue Nuclear Decommissioning Authority Herdus House, Westlakes Technology and Science Park Moor Row Cumbria, CA24 3HU United Kingdom Numip Engineering Construction Cvetkova ulica 27 LJUBLJANA, SLOVENIA SI-1000, Slovenia Company, LLC 9/1/2017 3023 $5,715.36 Undetermined $0.00 $5,715.36 Claim is apparently protective. Furthermore, Debtors informed movants that they reviewed books and records and the claim seeks an unliquidated amount for which the Debtors are not liable. Claim also lacks sufficient documentation to verify the basis for any unliquidated amount. To the extent the claim is unliquidated it should be estimated at zero dollars. 8/30/2017 2388 $124,350,000.00 Undetermined $0.00 $124,350,000.00 Claim lacks sufficient documentation to verify the basis for 8/31/2017 2399 $55,412.07 Undetermined $0.00 $55,412.07 Claim lacks sufficient documentation to verify the basis for 8. Pac-Van Pac-Van To S. Mayer w/s. Mayer Law P.O. Box 6542 Houston, TX 77265 WEC Carolina Energy Solutions, LLC 8/30/2017 2165 $30,000.00 Undetermined $0.00 $30,000.00 Claim lacks sufficient documentation to verify the basis for 9359/78108-001 CURRENT/103863653v2 11/09/2018 2:15 PM
17-10751-mew Doc 4119-1 Filed 11/27/18 Entered 11/27/18 16:34:13 Schedule 1 Pg 3 of 4 Claimant Name Claimant Address Debtor Name Filed Date 9. Pac-Van Pac-Van To S. Mayer w/s. Mayer Law P.O. Box 6542 Houston, TX 77265 WECTEC Contractors Inc. Claim to be Unsecured Unsecured Maximum Unsecured Unliquidated Unliquidated Limitation Ground(s) for Objection to Unliquidated Portion of Claim Liquidated Amount Amount* Amount 8/30/2017 2169 $180,000.00 Undetermined $0.00 $180,000.00 Claim lacks sufficient documentation to verify the basis for 10. Qualtech, a Division of Curtiss- Wright Flow Control Service Corporation Stephen B. Gerald, Esq., Whiteford, Taylor and Preston LLC, 405 N. King Street, Suite 500 The Renaissance Centre Wilmington, D.E. 19801 11. Scientech, a Division of Curtiss- Scientech, a Division of Curtiss- Wright Flow Control Service Wright Flow Control Service Corporation Corporation Steven B. Gerald 405 N. King Street Suite 500 Wilmington, DE, 19801-3700 12. South Carolina Department of Health and Environmental Control South Carolina Department of Health and Environmental Control, Office of General Counsel - SC DHEC 2600 Bull Street Columbia, SC, 29201 13. SPX Flow, Inc. SPX FLOW, Inc. David M. Schilli 101 N. Tryon Street Suite 1900 Charlotte, NC, 28246 USA 14. SPX Flow, Inc. SPX FLOW, Inc. David M. Schilli 101 N. Tryon Street Suite 1900 Charlotte, NC, 28246 USA 15. Survey Instrument Repair Survey Instrument Repair 2140 Dutch Fork Rd Chapin, SC 29036 WECTEC Contractors Inc. 9/4/2018 3680 $1,261,658.00 Undetermined $0.00 $1,261,658.00 Claim lacks sufficient documentation to verify the basis for 8/28/2017 1928 $603,002.35 Undetermined $0.00 $603,002.35 Claim is admittedly protective claim. Furthermore, claim lacks sufficient documentation to verify the basis of the unliquidated amount. The claim should be estimated at zero dollars. 9/25/2017 3231 $2,292.54 Undetermined $0.00 $2,292.54 Debtors informed movants that they reviewed books and records and the claim seeks an unliquidated amount for which the Debtors are not liable. Furthermore, claim lacks sufficient documentation to verify the basis for any unliquidated amount. To the extent the claim is 8/29/2017 2042 $881,701.00 Undetermined $0.00 $881,701.00 Claim lacks sufficient documentation to verify the basis of 8/29/2017 2045 $1,986.00 Undetermined $0.00 $1,986.00 Claim lacks sufficient documentation to verify the basis of 8/14/2017 1569 $515.00 Undetermined $0.00 $515.00 Liquidated amount is set per schedule. But claim lacks sufficient documentation for amounts in excess of scheduled amount. To the extent the claim is unliquidated it should be estimated at zero dollars. 16. Tarrant County Elizabeth Weller Laurie A Spindler Linebarger Goggan Blair & Sampson, LLP 2777 N. Stemmons Frwy Ste 1000 Dallas, Texas 75207 17. TN International TN International Orano USA, Thomas Pennington, Legal Department 7135 Minstrel Way Columbia, MD 7135 3/5/2018 3520 $7,094.55 Undetermined $0.00 $7,094.55 Claim lacks sufficient documentation to verify the basis for 8/30/2018 3653 $58,507.98 Undetermined $0.00 $58,507.98 Debtors informed movants that they reviewed books and records and the claim seeks an unliquidated amount for which the Debtors are not liable. Furthermore, claim lacks sufficient documentation to verify the basis for any unliquidated amount. To the extent the claim is 2 9359/78108-001 CURRENT/103863653v2 11/09/2018 2:15 PM
17-10751-mew Doc 4119-1 Filed 11/27/18 Entered 11/27/18 16:34:13 Schedule 1 Pg 4 of 4 Claimant Name Claimant Address Debtor Name Filed Date 18. United States Enrichment Corporation Stephen S. Greene Senior Vice President, Chief Financial Officer & Treasurer Centrus Energy Corp 6901 Rockledge Drive, Suite 800 Bethesda, Maryland 20817 USA 19. Williams Plant Services, LLC Williams Plant Services, LLC Thompson Hine LLP; Attn: Jonathan S. Hawkins, Esq. 10050 Innovation Drive Suite 400 Miamisburg, OH, 4534 20. Williams Specialty Services, LLC 21. Williams Specialty Services, LLC Williams Specialty Services, LLC Thompson Hine LLP; Attn: Jonathan S. Hawkins, Esq. 10050 Innovation Drive Suite 400 Miamisburg, OH, 45342 USA Williams Specialty Services, LLC c/o Thompson Hine LLP/ Attn: Jonathan S. Hawkins, Esq. 10050 Innovation Drive Suite 400 Miamisburg, OH, 45342 U.S.A. WECTEC Global Project Services Inc. WECTEC Global Project Services Inc. WECTEC Global Project Services Inc. * Undetermined means the proof of claim either did not state the dollar amount of the claim or stated that such amount was unknown. Claim to be Unsecured Unsecured Maximum Unsecured Unliquidated Unliquidated Limitation Liquidated Amount Amount* Amount Ground(s) for Objection to Unliquidated Portion of Claim 8/29/2017 2048 $13,719,603 Undetermined $0.00 $13,719,603 Claim is apparently protective. Furthermore, claim lacks sufficient documentation to verify the basis of the unliquidated amount. To the extent the claim is 2/6/2018 3479 $492,087.00 Undetermined $0.00 $492,087.00 Claim lacks sufficient documentation to verify the basis of the unliquidated amount. To the extent the claim is unliquidated it should be estimated at zero dollars. 2/6/2018 3484 $1,826,391.37 Undetermined $0.00 $1,826,391.37 Claim lacks sufficient documentation to verify the basis of the unliquidated amount. To the extent the claim is unliquidated it should be estimated at zero dollars. 8/25/2017 1902 $6,892,043.00 Undetermined $0.00 $6,892,043.00 Claim lacks sufficient documentation to verify the basis of the unliquidated amount. To the extent the claim is 3 9359/78108-001 CURRENT/103863653v2 11/09/2018 2:15 PM
17-10751-mew Doc 4119-2 Filed 11/27/18 Entered 11/27/18 16:34:13 Schedule 2 Pg 1 of 3 Schedule 2 9359/78108-001 CURRENT/103863670v2 11/09/2018 2:17 PM
17-10751-mew Doc 4119-2 Filed 11/27/18 Entered 11/27/18 16:34:13 Schedule 2 Pg 2 of 3 Second Motion Objecting to and Seeking Estimation Of Unliquidated Claims Schedule 2 Claims Asserted in Fully Unliquidated Amounts Claimant Name Claimant Address Debtor Name 1. Oxendine, Carey P. Carey P. Oxendine PO Box 1462 Pembroke, NC 28372 Filed Date Claim to be Unsecured Unliquidated Amount Sought* Unsecured Unliquidated Amount Maximum Limitation Ground(s) for Objection to Unliquidated Claim 7/17/2017 888 Undetermined $0.00 $0.00 Claim is apparently protective. Furthermore, claim lacks 2. Poulsen, Steven Steven Poulsen 648 US Highway 25 North Apt 1072 Waynesboro, GA 30830 7/19/2017 1203 Undetermined $0.00 $0.00 Claim is apparently protective. Furthermore, claim lacks 3. Richardson, Don W. Don W. Richardson 251 Wicker Rd Pomaria, SC 29126-9084 8/1/2017 1375 Undetermined $0.00 $0.00 Claim is apparently protective. Furthermore, claim lacks 4. Rickard, Ian Ian Rickard 62 Sycamore St Windsor CT 06095-3026 8/28/2017 1952 Undetermined $0.00 $0.00 Claim is apparently protective. Furthermore, claim lacks 5. Skinner, Cynthia A. Cynthia Skinner 3734 Willow Drive Stevensville, Ml 49127 Stone & Webster Construction Inc. 7/24/2017 1268 Undetermined $0.00 $0.00 Claim is apparently protective. Furthermore, claim lacks 6. Southern Nuclear Operating Company, Inc. Southern Nuclear Operating Company, Inc. Jennifer Buettner 42 Inverness Center Parkway Birmingham, Alabama, 35242 USA 7. State Nuclear Baoti Zirconium Industry Company State Nuclear Baoti Zirconium Industry Company, Wang, Yuxin No. 206 Hi-tech Avenue, Weibin District, Baoji City, Shaanxi, N/A PR China 8. Sweeney, Michael T. Michael T. Sweeney c/o William E. Kelleher, Jr., Esq., Cohen and Grigsby, P.C. 625 Liberty Avenue Pittsburgh, PA, 15222-3152 9/1/2017 2969 Undetermined $0.00 $0.00 Claim is apparently protective. Furthermore, Debtors informed movants that they reviewed books and records and the claim seeks an unliquidated amount for which the Debtors are not liable. Claim also lacks sufficient documentation to verify the basis for any unliquidated amount. Claim should be estimated at zero dollars. 9/13/2018 3684 Undetermined $0.00 $0.00 Debtors informed movants that they reviewed books and records and the claim seeks an unliquidated amount for which the Debtors are not liable. Furthermore, claim lacks sufficient documentation to verify the basis for any unliquidated amount. Claim should be estimated at zero dollars. 8/31/2017 2758 Undetermined $0.00 $0.00 Claim is apparently protective. Furthermore, claim lacks Claimant also failed to complete relevant portions of proof of claim form. Claim should be estimated at zero dollars. 9. Szwarc, Douglas Douglas Szwarc 451 Kiely Blvd. B301 San Jose, Ca 95129 11/5/2017 3391 Undetermined $0.00 $0.00 Claim is apparently protective. Furthermore, Debtors informed movants that they reviewed books and records and the claim seeks an unliquidated amount for which the Debtors are not liable. Claim also lacks sufficient documentation to verify the basis for any unliquidated amount. Claim should be estimated at 9359/78108-001 CURRENT/103863670v2 11/09/2018 2:17 PM
17-10751-mew Doc 4119-2 Filed 11/27/18 Entered 11/27/18 16:34:13 Schedule 2 Pg 3 of 3 Claimant Name Claimant Address Debtor Name Filed Date Claim to be Unsecured Unliquidated Amount Sought* Unsecured Unliquidated Amount Maximum Limitation Ground(s) for Objection to Unliquidated Claim zero dollars. 10. The Southern Company The Southern Company Sterling Spainhour, Jr. 30 Ivan Allen Jr. Blvd., NW Atlanta, Georgia, 30308 USA 9/1/2017 2946 Undetermined $0.00 $0.00 Claim is apparently protective. Furthermore, claimant has provided insufficient documentation to verify basis of the claim. Claim should be estimated at zero dollars. 11. Treasurer of Virginia Treasurer of Virginia Division of Unclaimed Property P.O. Box 2478 Richmond, VA, 23218-2478 9/11/2017 3152 Undetermined $0.00 $0.00 Claim is apparently protective. Furthermore, claim provides insufficient documentation to verify basis of the claim. Claim should be estimated at zero dollars. 12. U.S. Department of Labor/Occupational Safety and Health Administration U.S. Department of Labor/Office of Federal Contract Compliance Programs, 61 Forsyth Street SW, Atlanta, G.A. 30303 Shaw Nuclear Services, Inc. 9/6/2017 3095 Undetermined $0.00 $0.00 Claim is an admittedly protective claim. Furthermore, claim lacks sufficient documentation to verify the basis of the claim. Claim should be estimated at zero dollars. * Undetermined means the proof of claim either did not state the dollar amount of the claim or stated that such amount was unknown. 2 9359/78108-001 CURRENT/103863670v2 11/09/2018 2:17 PM