Case 12-13262-BLS Doc 2398 Filed 03/21/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: REVSTONE INDUSTRIES, LLC, et al., 1 Debtors. Chapter 11 Case No. 12-13262 (BLS) Jointly Administered Related Docket Nos. 1972, 1995 & 2112 REVSTONE/SPARA LITIGATION TRUST, Plaintiff, v. SCHOELLER ARCA SYSTEMS, LLC, Defendant. Adv. Proc. No. 15-51338 (BLS) CERTIFICATION OF COUNSEL REGARDING STIPULATION BY AND BETWEEN THE REVSTONE/SPARA LITIGATION TRUST AND SCHOELLER ARCA SYSTEMS, INC. The undersigned certifies as follows: 1. On February 12, 2015, the Official Committee of Unsecured Creditors (the Committee ) of Revstone Industries, LLC ( Revstone or the Debtor ) filed its Second Omnibus Objection (Substantive) to Claims Pursuant to Bankruptcy Code Sections 105 and 502 and Rule 3007 of the Federal Rules of Bankruptcy Procedure (Docket No. 1972) (the Objection ) seeking to disallow claim number 174, a general unsecured claim against Revstone in the amount of $15,015,392.40 (the Schoeller Claim ) filed by Schoeller Arca Systems, Inc. ( Schoeller or the Defendant ). 1 The Debtors in these Chapter 11 Cases and the last four digits of each Debtor s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613) ( Spara ); Greenwood Forgings, LLC (9285) (Greenwood ); and US Tool & Engineering, LLC (6450). The location of the Debtors headquarters and the service address for each Debtor is: Revstone Industries, LLC, et al., c/o Huron Consulting Group Inc., 900 Wilshire Drive, Suite 270, Troy, MI 48084, Attn: John C. DiDonato, Chief Restructuring Officer.
Case 12-13262-BLS Doc 2398 Filed 03/21/16 Page 2 of 3 2. On February 25, 2015, the Defendant filed the Response of Schoeller Arca Systems, Inc. to the Objection (Docket No. 1995) (the Response ). On April 17, 2015, the Committee filed its Preliminary Reply to the Response (Docket No. 2112). 3. On September 16, 2015, the Revstone/Spara Litigation Trust ( Trust or Plaintiff, together with Schoeller, the Parties ), on behalf of Revstone commenced an adversary proceeding against the Defendant, captioned Revstone/Spara Litigation Trust v. Schoeller Arca Systems, LLC, Adv. No. 15-51338 (BLS) (Bankr. D. Del.) (the Adversary Proceeding ) seeking to avoid, on behalf of the Debtor and its estate, certain obligations allegedly incurred by the Debtor pursuant to an agreement between the Parties. 4. Thereafter, the Parties negotiated and executed the Stipulation By and Between the Revstone/Spara Litigation Trust and Schoeller Arca Systems, Inc. (the Stipulation ) resolving the Objection and the Adversary Proceeding.
Case 12-13262-BLS Doc 2398 Filed 03/21/16 Page 3 of 3 5. The undersigned respectfully requests that the Court consider and enter the Proposed Order, attached hereto as Exhibit A, approving the Stipulation, attached to the Proposed Order as Exhibit 1, at the Court s earliest convenience, without further notice or hearing. Dated: Wilmington, Delaware March 21, 2016 /s/ Morgan L. Patterson Mark L. Desgrosseilliers (Del. Bar No. 4083) Matthew P. Ward (Bar No. 4471) Morgan L. Patterson (Del. Bar No. 5388) Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, Delaware 19801 Telephone: (302) 252-4337 Facsimile: (302) 661-7738 E-mail: mdesgrosseilliers@wcsr.com E-mail: maward@wcsr.com E-mail: mpatterson@wcsr.com Counsel to the Revstone/Spara Litigation Trust
Case 12-13262-BLS Doc 2398-1 Filed 03/21/16 Page 1 of 10 EXHIBIT A Proposed Order WCSR 35769235v2
Case 12-13262-BLS Doc 2398-1 Filed 03/21/16 Page 2 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: REVSTONE INDUSTRIES, LLC, et al., 1 Debtors. Chapter 11 Case No. 12-13262 (BLS) Jointly Administered Related Docket Nos. 1972, 1995, 2112 & REVSTONE/SPARA LITIGATION TRUST, Plaintiff, v. SCHOELLER ARCA SYSTEMS, LLC, Defendant. Adv. Proc. No. 15-51338 (BLS) ORDER APPROVING THE STIPULATION BY AND BETWEEN THE REVSTONE/SPARA LITIGATION TRUST AND SCHOELLER ARCA SYSTEMS, INC. The Parties having resolved 2 the Second Omnibus Objection (Substantive) of the Official Committee of Unsecured Creditors (the Committee )of Revstone Industries, LLC ( Revstone or the Debtor ) to Claims Pursuant to Bankruptcy Code Sections 105 and 502 and Rule 3007 of the Federal Rules of Bankruptcy Procedure [Docket No. 1972], pursuant to Bankruptcy Code section 502, Bankruptcy Rule 3007, and Local Rule 3007-1 and the adversary proceeding commenced by the Revstone/Spara Litigation Trust ( Trust ) captioned Revstone/Spara Litigation Trust v. Schoeller Arca Systems, LLC, Adv. No. 15-51338 (BLS) (Bankr. D. Del.) (the Adversary Proceeding ), pursuant to Bankruptcy Rule 7041; and it 1 The Debtors in these Chapter 11 Cases and the last four digits of each Debtor s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613) ( Spara ); Greenwood Forgings, LLC (9285) (Greenwood ); and US Tool & Engineering, LLC (6450). The location of the Debtors headquarters and the service address for each Debtor is: Revstone Industries, LLC, et al., c/o Huron Consulting Group Inc., 900 Wilshire Drive, Suite 270, Troy, MI 48084, Attn: John C. DiDonato, Chief Restructuring Officer. 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the attached Stipulation.
Case 12-13262-BLS Doc 2398-1 Filed 03/21/16 Page 3 of 10 appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and sufficient cause appearing therefor; it is hereby ORDERED, ADJUDGED, AND DECREED that: 1. The Stipulation attached hereto as Exhibit 1 is approved. 2. Within thirty (30) days of the execution of the Stipulation, the Trust shall dismiss the Adversary Proceeding with prejudice. 3. This Court shall retain jurisdiction to hear and determine all matters related to and/or arising from the implementation and/or interpretation of this order. 4. Notwithstanding any Bankruptcy Rule to the contrary, this order shall take effect immediately upon signature. Dated: March, 2016 The Honorable Brendan L. Shannon Chief United States Bankruptcy Judge 2
Case 12-13262-BLS Doc 2398-1 Filed 03/21/16 Page 4 of 10 Exhibit 1 Stipulation WCSR 35769237v1
Case 12-13262-BLS Doc 2398-1 Filed 03/21/16 Page 5 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: REVSTONE INDUSTRIES, LLC, et al., 1 Debtors. Chapter 11 Case No. 12-13262 (BLS) Jointly Administered REVSTONE/SPARA LITIGATION TRUST, Plaintiff, v. SCHOELLER ARCA SYSTEMS, LLC, Defendant. Adv. Proc. No. 15-51338 (BLS) STIPULATION BY AND BETWEEN THE REVSTONE/SPARA LITIGATION TRUST AND SCHOELLER ARCA SYSTEMS, INC. This stipulation (the Stipulation ) is made and entered into among the following parties (collectively, the Parties ), by and through their respective counsel: the Revstone/Spara Litigation Trust ( Trust or Plaintiff ), on behalf of Revstone Industries, LLC ( Debtor or Revstone ) and Schoeller Arca Systems, Inc. ( Schoeller or the Defendant ). RECITALS WHEREAS, on September 16, 2009, Schoeller and the Debtor entered into a Commitment Agreement (the Commitment Agreement ). The Commitment Agreement provided that (i) Revstone was purchasing Palm Plastics, Ltd. ( Palm ), (ii) the closing of such sale was estimated to take place on October 15, 2009, (iii) Schoeller had advanced to Palm approximately $6 million in loans as of October 15, 2009, (iv) upon the closing of the sale of 1 The Debtors in these Chapter 11 Cases and the last four digits of each Debtor s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613) ( Spara ); Greenwood Forgings, LLC (9285) (Greenwood ); and US Tool & Engineering, LLC (6450). The location of the Debtors headquarters and the service address for each Debtor is: Revstone Industries, LLC, et al., c/o Huron Consulting Group Inc., 900 Wilshire Drive, Suite 270, Troy, MI 48084, Attn: John C. DiDonato, Chief Restructuring Officer. DOCS_LA:284109.1 73864-001
Case 12-13262-BLS Doc 2398-1 Filed 03/21/16 Page 6 of 10 Palm to Revstone, the loans would be repaid to Schoeller, and (v) in the interim period, until the sale, Schoeller would continue to advance funds to Palm. WHEREAS, on December 3, 2012 (the Petition Date ), the Debtor commenced its bankruptcy case under chapter 11 of the Bankruptcy Code. WHEREAS, on June 17, 2013, Schoeller filed claim number 174 seeking a general unsecured claim against Revstone in the amount of $15,015,392.40 (the Schoeller Claim ) for breach of the Commitment Agreement, among other things; WHEREAS, on February 12, 2015, the Second Omnibus Objection (Substantive) of the Official Committee of Unsecured Creditors of Revstone Industries, LLC (the Committee ) to Claims Pursuant to Bankruptcy Code Sections 105 and 502 and Rule 3007 of the Federal Rules of Bankruptcy Procedure [Bankruptcy Docket No. 1972] was filed (the Objection ) seeking to disallow the Schoeller Claim. On February 25, 2015, the Defendant filed the Response of Schoeller Arca Systems, Inc. to the Objection [Bankruptcy Docket No. 1995] (the Response ). On April 17,2015, the Committee filed its Preliminary Reply to the Response [Bankruptcy Docket No. 2112]; WHEREAS, the Debtors Joint Chapter 11 Plan of Reorganization [Bankruptcy Docket No. 1941] (the Plan ), was confirmed by order of this Court on March 23, 2015 [Bankruptcy Docket No. 2067] (the Confirmation Order ) and was effective on June 24, 2015 [Bankruptcy Docket No. 2222]. WHEREAS, on September 16, 2015, the Trust defensively commenced this adversary proceeding against the Defendant, captioned Revstone/Spara Litigation Trust v. Schoeller Arca Systems, LLC, Adv. No. 15-51338 (BLS) (Bankr. D. Del.) (the Adversary Proceeding ); and -2-
Case 12-13262-BLS Doc 2398-1 Filed 03/21/16 Page 7 of 10 WHEREAS, in the complaint (the Complaint ) commencing the Adversary Proceeding, the Trust sought to avoid, on behalf of the Debtor and its estate, Revstone s purported commitment to pay $6,000,000, plus interest, arising from the Commitment Agreement; WHEREAS, the Defendant was granted an extension to answer or otherwise file a responsive pleading to the Complaint through and including January 29, 2016; and WHEREAS, the Parties have agreed to resolve the disputes in the Adversary Proceeding, the Schoeller Claim, and the Objection on the terms set forth herein. STIPULATION The Parties hereby stipulate and agree as follows: 1. The Schoeller Claim shall be reduced and allowed as a general unsecured claim in the amount of $2,100,000.00 and shall be paid pari passu with other allowed general unsecured claims in the Revstone bankruptcy case, in the same manner and at the same time as such other unsecured claims are paid in accordance with the Debtors Joint Chapter 11 Plan of Reorganization [Bankruptcy Docket No. 1941] (the Plan ), the order confirming the Plan [Bankruptcy Docket No. 2067], and any orders from the Court interpreting the Plan. The allowed Schoeller Claim shall not be subject to further objection, adjustment, disallowance, reduction or setoff. The Trust is authorized to direct that the claims register reflect the allowance of the Schoeller Claim in the amount of $2,100,000.00. 2. Except as set forth herein, neither Schoeller nor any other entity or person through or on behalf of Schoeller shall have any claims in any of the Debtors bankruptcy cases and any such claim(s) that have been filed shall be deemed satisfied and/or shall be withdrawn. -3-
Case 12-13262-BLS Doc 2398-1 Filed 03/21/16 Page 8 of 10 3. Within thirty (30) days of the execution of this Stipulation, the Trust will dismiss the Adversary Proceeding with prejudice. 4. The Parties agree that this Stipulation may not be varied in its terms by an oral agreement, representation, or otherwise, except by an instrument in writing of subsequent date hereof executed by each of the Parties. 5. The Parties acknowledge that this Stipulation constitutes the entire agreement between them with respect to the subject matter hereof, and all prior agreements, negotiations, and understandings with respect to the subject matter hereof are merged into this Stipulation. No representative or agent of any party hereto has any authority to make any representation or promise not contained in this Stipulation, and each of the Parties hereto acknowledges that it has not executed this Stipulation in reliance upon any such representation or promise. 6. This Stipulation shall be governed by the laws of the State of Delaware, and shall be construed and interpreted in accordance with its laws, notwithstanding its conflict of laws principles or any other rule, regulation, or principle that would result in the application of any other state s law. 7. Each of the Parties represents that it is legally competent to execute this Stipulation and each of the Parties warrants that the execution and delivery of this Stipulation by the undersigned officers or attorneys of the Parties has been duly authorized. 8. Notwithstanding any prior order of the Bankruptcy Court or any of the applicable rules of procedure, this Stipulation shall become effective immediately upon the execution of this Stipulation. 9. The Parties specifically reserve their rights to enforce the terms and conditions of this Stipulation. -4-
Case 12-13262-BLS Doc 2398-1 Filed 03/21/16 Page 9 of 10 10. This Stipulation shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, and affiliates, and all other entities and individual persons seeking to claim and/or defend through the rights of the Parties. 11. This Stipulation may be executed and delivered in separate identical counterparts and by facsimile or Adobe.pdf, each of which shall constitute an original and of which together shall constitute one and the same Stipulation. 12. This Stipulation has been negotiated at arm s-length between persons knowledgeable in the matters dealt herein. Accordingly, any rule of law that would require interpretation of any ambiguities in this Stipulation against the party that has drafted it does not apply, and is hereby expressly waived by each party. 13. The Court shall retain jurisdiction to hear and determine all matters arising from the implementation or interpretation of this Stipulation 14. The Parties further stipulate that each of them shall bear his, her or its own attorneys fees, costs and other expenses in connection with the Objection, the Response, the Reply and the Adversary, together with any pleadings or communications related thereto, including the settlement of same. 15. The Parties further stipulate and agree that nothing in this Stipulation shall affect, waive or release any claims or causes of action, if any, that Schoeller may have against (i) George S. Hofmeister, (ii) Jeffrey Owen, (iii) any non-debtor entity which owns (partially or wholly), is related to, or is affiliated with Palm Plastics, Ltd., including but not limited to Palm Plastics Holdings, LLC, (iv) Ascalon Enterprises, LLC., (v) Megan G. Hofmeister Irrevocable Trust, the Scott R. Hofmeister Irrevocable Trust, and the Jamie S. Hothieister Irrevocable Trust (collectively, the "Children s Trusts"), and (vi) any other non-debtor individual or entity. -5-
Case 12-13262-BLS Doc 2398-1 Filed 03/21/16 Page 10 of 10 Date: March 21, 2016 MORRIS JAMES LLP /s/ Carl N. Kunz Carl N. Kunz, III (Del. Bar No. 3201) 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Telephone: (302) 888-6811 Facsimile: (302) 571-1750 E-mail: ckunz@morrisjames.com Counsel to Schoeller Arca Systems, Inc. Dated: March 21, 2016 WOMBLE CARLYLE SANDRIDGE & RICE, LLP /s/ Morgan L. Patterson Mark L. Desgrosseilliers (Del. Bar No. 4083) Matthew P. Ward (Bar No. 4471) Morgan L. Patterson (Del. Bar No. 5388) Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, Delaware 19801 Telephone: (302) 252-4337 Facsimile: (302) 661-7738 E-mail: mdesgrosseilliers@wcsr.com E-mail: maward@wcsr.com E-mail: mpatterson@wcsr.com Counsel to the Revstone/Spara Litigation Trust -6-