Case 14-11916-HJB Doc # 2364 Filed 10/02/15 Desc Main Document Page 1 of 8 HEARING DATE AND TIME October 16, 2015 at 1000 a.m. (Eastern Time) OBJECTION DEADLINE October 9, 2015 at 400 p.m. (Eastern Time) UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE ---------------------------------------------------------------x In re GT ADVANCED TECHNOLOGIES INC., et al., Debtors. 1 ---------------------------------------------------------------x Chapter 11 Case No. 14-11916 (HJB) Jointly Administered DEBTORS MOTION REQUESTING ENTRY OF STIPULATION AND AGREED ORDER BY AND BETWEEN DEBTORS AND TERA XTAL TECHNOLOGY CORP. REGARDING WAIVER OF ADMINISTRATIVE EXPENSE CLAIM FOR STORAGE COSTS OF TEN ADVANCED SAPPHIRE FURNACES AND ABANDONMENT THEREOF PURSUANT TO BANKRUPTCY CODE SECTION 554 GT Advanced Technologies Inc. ( GT ) and its affiliated debtors as debtors in possession in the above-captioned cases (collectively, GTAT or the Debtors ) hereby submit this motion (the Motion ) for entry of the Stipulation and Agreed Order by and Among Debtors and Tera Xtal Technology Corp. Regarding Waiver of Administrative Expense Claim for Storage Costs of Ten Advanced Sapphire Furnaces and Abandonment Thereof Pursuant to Bankruptcy Code Section 554, a copy of which is attached hereto as Exhibit A (the Stipulation ). 2 In support of this Motion, GTAT respectfully represents RELIEF REQUESTED 1. GTAT requests entry of the Stipulation attached hereto as Exhibit A, pursuant to which (a) Tera Xtal Technology Corp. ( TXT ) agrees to waive its administrative expense claim 1 2 The Debtors, along with the last four digits of each debtor s tax identification number, as applicable, are GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), GT Advanced Equipment Holding LLC (8329), GT Equipment Holdings, Inc. (0040), Lindbergh Acquisition Corp. (5073), GT Sapphire Systems Holding LLC (4417), GT Advanced Cz LLC (9815), GT Sapphire Systems Group LLC (5126), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH 03054. Capitalized terms used but not defined in this Motion shall have the meanings ascribed to them in the Stipulation.
Case 14-11916-HJB Doc # 2364 Filed 10/02/15 Desc Main Document Page 2 of 8 for storage costs with respect to ten ASF furnaces currently located at its facility in Taiwan and (b) GTAT agrees to abandon these ten ASF furnaces to TXT. JURISDICTION AND VENUE 2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue is proper pursuant to 28 U.S.C. 1408 and 1409. 3. The statutory bases for the relief requested herein are sections 105 and 554 of the Bankruptcy Code. BACKGROUND General 4. On October 6, 2014 (the Petition Date ), GTAT commenced voluntary cases under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Hampshire (the Court ). GTAT continues to operate its businesses and manage its properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5. On October 14, 2014, the Office of the United States Trustee for the District of New Hampshire appointed an official committee of unsecured creditors (the Committee ) in these chapter 11 cases. 6. These chapter 11 cases have been consolidated for procedural purposes only and are jointly administered pursuant to Bankruptcy Rule 1015(b). 2
Case 14-11916-HJB Doc # 2364 Filed 10/02/15 Desc Main Document Page 3 of 8 GTAT Corp. s Relationship With TXT 7. In 2011, TXT agreed to purchase a total of 98 Advanced Sapphire Furnaces (the ASF Furnaces ) from GT Advanced Technologies Limited ( GT Hong Kong ) pursuant to three supply agreements (the Supply Agreements ). 8. In 2012, a dispute arose between GT Hong Kong and TXT with respect to (a) 30 ASF Furnaces that GT Hong Kong had delivered to TXT under the Supply Agreements and (b) 68 ASF Furnaces that GT Hong Kong had not yet delivered to TXT. This dispute was subsequently resolved by an arbitration award, dated August 12, 2014 (the Final Award ) issued by an arbitral tribunal (the Arbitral Tribunal ) under the auspices of the International Centre for Dispute Resolution (Case No. 50-20-1200-0829). 9. Among other things, the Final Award required GT Hong Kong to remove from TXT s facility in Hsinchu, Taiwan, at GT Hong Kong s cost, ten of the ASF Furnaces (the Ten ASF Furnaces ) that GT Hong Kong had previously delivered to TXT under the Supply Agreements. Following the issuance of the Final Award, GT Hong Kong and TXT entered into a settlement agreement, dated as of August 30, 2014 (the Settlement Agreement ), which, among other things, required GT Hong Kong to remove, at its sole cost and expense, the Ten ASF Furnaces from TXT s facility by December 31, 2014. As of the date hereof, GT Hong Kong has not removed the Ten ASF Furnaces from TXT s facility. 10. On May 20, 2015, TXT filed its motion [D.I. 1837] (the Administrative Expense Motion ) seeking the allowance and payment of administrative expense claims pursuant to section 503(b)(1) of the Bankruptcy Code in the aggregate amount of $3,789,963.00. In the Administrative Expense Motion, TXT asserts, among other things, that it is entitled to an administrative expense claim for the value of the storage, maintenance, utility service, and other 3
Case 14-11916-HJB Doc # 2364 Filed 10/02/15 Desc Main Document Page 4 of 8 related and consequential costs (collectively, the Storage Costs ) with respect to Ten ASF Furnaces. TXT asserts that the amount of the Storage Costs is no less than $239,000. In addition, in the Administrative Expense Motion, TXT asserts that it is entitled to an administrative expense claims for lost profits resulting from GT Hong Kong s alleged failure to provide current and compatible software licenses for the 20 ASFs (as defined in the Administrative Expense Motion) and provide the service necessary to render the software operational. 11. On June 4, 2015, GTAT and the Committee each filed objections [Docket Nos. 1883, 1884] to the Administrative Expense Motion, pursuant to which, among other things, GTAT and the Committee dispute the validity, amount, and priority of TXT s claim for the Storage Costs. 3 12. The Ten ASF Furnaces were previously found by the Arbitral Tribunal to be non-compliant with the Supply Agreements and are currently not functional. Stipulation With TXT 13. Following good faith, arm s-length negotiations, GTAT and TXT agreed to enter into the Stipulation. Under the Stipulation, GT Hong Kong agrees to abandon the Ten ASF Furnaces to TXT, in exchange for receiving a complete release from TXT with respect to any claims for Storage Costs with respect to the Ten ASF Furnaces. 14. Under the Stipulation, TXT reserves its rights to continue pursuing its claim for lost profits on account of GT Hong Kong s alleged failure to provide software licenses for the 20 ASFs (as defined in the Administrative Expense Motion), and GTAT and the Committee reserve all their rights and defenses in regard to such claims. 3 As per the scheduling order entered by the Court on September 16, 2015, discovery with respect to the Administrative Expense Motion must be concluded on or before November 6, 2015. 4
Case 14-11916-HJB Doc # 2364 Filed 10/02/15 Desc Main Document Page 5 of 8 BASIS FOR RELIEF REQUESTED 15. Bankruptcy Code section 554(a) provides that [a]fter notice and a hearing, the trustee may abandon any property of the estate that is burdensome to the estate or that is of inconsequential value and benefit to the estate. 11 U.S.C. 554(a). Courts give debtors in possession great deference to their decisions to abandon under section 554. See, e.g., In re Dilley, 378 B.R. 1, 7 (Bankr. D. Me 2007) ( A decision to abandon falls within a trustee's discretion under the business judgment test. ); In re Slack, 290 B.R. 282, 284 (Bankr. D.N.J. 2003) ( The trustee s power to abandon property is discretionary ); In re Vel Rey Props., Inc., 174 B.R. 859, 867 (Bankr. D.D.C. 1994) ( Clearly, the court should give deference to the trustee s judgment in such matters. ). 16. Unless the property is harmful to the public, once the debtors in possession have shown that the property is burdensome or of inconsequential value and benefit, the court should approve the abandonment. Vel Rey Props., 174 B.R. at 868. As another court articulated, it only needs to find that the debtors in possession made 1) a business judgment; 2) in good faith; 3) upon some reasonable basis; and 4) within the [debtors ] scope of authority. Slack, 290 B.R. at 284 (citing In re Fulton, 162 B.R. 539, 540 (Bankr. W.D. Mo. 1990); 5 Collier on Bankruptcy 554.02[4] 15th ed. rev. 2006)). 17. GTAT believes that the cost of de-installing, crating, removing, and restoring the Ten ASF Furnaces greatly outweighs any benefit that would be obtained from attempting to sell these ASF furnaces. Keeping the Ten ASF Furnaces at TXT s facility is also no realistic alternative, given that TXT intends to vacate the facility soon. Moreover, while GTAT disputes the validity, amount, and priority of TXT s claim for the Storage Costs, there can be no 5
Case 14-11916-HJB Doc # 2364 Filed 10/02/15 Desc Main Document Page 6 of 8 assurance that GTAT would ultimately prevail. In any event, GTAT would incur the cost of litigating this matter with TXT in the context of the Administrative Expense Motion. 4 18. Under these circumstances, GTAT has determined in its business judgment that it is appropriate to abandon the Ten ASF Furnaces to TXT in exchange for TXT waiving its administrative expense claim for the Storage Costs. Apple Inc. has also consented, in accordance with the terms of the Restated Adequate Protection and Settlement Agreement dated as of December 15, 2014 (the Apple Settlement Agreement ), to waive (to the extent necessary) the Apple Repayment Amount (as defined in the Apple Settlement Agreement) in connection with the abandonment of the Ten ASF Furnaces. 19. For all of these reasons, GTAT submits that entry of the Stipulation is in the best interest of its estates, creditors, and other parties in interest. NOTICE 20. Notice of this Motion has been provided by email, facsimile, or overnight courier to (a) the Office of the United States Trustee for Region 1, 1000 Elm Street, Suite 605 Manchester, NH 03101, Attn Geraldine L. Karonis; (b) Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178, Attn James S. Carr, Esq., counsel to the Committee; (c) the Internal Revenue Service, 1000 Elm St., 9th Floor Manchester, NH 03101, Attn District and Regional Directors; (d) U.S. Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549; (e) those parties who have formally filed requests for notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002; and (f) counsel to TXT. 4 While TXT s waiver of its claim for the Storage Costs will not resolve the Administrative Expense Motion in its entirety, it will substantially narrow the issues. 6
Case 14-11916-HJB Doc # 2364 Filed 10/02/15 Desc Main Document Page 7 of 8 NO PRIOR REQUEST 21. No previous request for the relief sought herein has been made by GTAT to this or any other court. [remainder of page intentionally left blank] 7
Case 14-11916-HJB Doc # 2364 Filed 10/02/15 Desc Main Document Page 8 of 8 WHEREFORE, GTAT respectfully requests that the Court approve the Stipulation attached hereto as Exhibit A. Dated October 2, 2015 /s/ G. Alexander Bongartz Luc A. Despins, Esq. Andrew V. Tenzer, Esq. James T. Grogan, Esq. (BNH07394) G. Alexander Bongartz (BNH07449) PAUL HASTINGS LLP Park Avenue Tower 75 East 55th Street, First Floor New York, New York 10022 Telephone (212) 318-6000 Facsimile (212) 319-4090 - and - Daniel W. Sklar, Esq. Holly J. Barcroft, Esq. NIXON PEABODY LLP 900 Elm Street Manchester, NH 03101-2031 Telephone (603) 628-4000 Facsimile (603) 628-4040 Co-Counsel for the Debtors and Debtors in Possession 8
Case 14-11916-HJB Doc # 2364-1 Filed 10/02/15 Desc Exhibit A - Stipulation Page 1 of 8 EXHIBIT A STIPULATION
Case 14-11916-HJB Doc # 2364-1 Filed 10/02/15 Desc Exhibit A - Stipulation Page 2 of 8 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE ---------------------------------------------------------------x In re GT ADVANCED TECHNOLOGIES INC., et al., Debtors. 1 ---------------------------------------------------------------x Chapter 11 Case No. 14-11916 (HJB) Jointly Administered Re Docket Nos. 1837 STIPULATION AND AGREED ORDER BY AND BETWEEN DEBTORS AND TERA XTAL TECHNOLOGY CORP. REGARDING WAIVER OF ADMINISTRATIVE EXPENSE CLAIM FOR STORAGE COSTS OF TEN ADVANCED SAPPHIRE FURNACES AND ABANDONMENT THEREOF PURSUANT TO BANKRUPTCY CODE SECTION 554 This stipulation and agreed order (the Stipulation ) is made and entered into by and among GT Advanced Technologies Inc. ( GT ) and its affiliated debtors as debtors in possession in the above-captioned cases (collectively, GTAT or the Debtors ) and Tera Xtal Technology Corp. ( TXT and, together with GTAT, the Parties ). The Parties hereby stipulate as follows RECITALS WHEREAS, on October 6, 2014 (the Petition Date ), GTAT commenced voluntary cases under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Hampshire (the Court ). WHEREAS, GTAT continues to operate its business and manage its properties as debtors in possession pursuant to sections 1107(a) and 1108 of title 11 of the United States Code (the 1 The Debtors, along with the last four digits of each debtor s tax identification number, as applicable, are GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), GT Advanced Equipment Holding LLC (8329), GT Equipment Holdings, Inc. (0040), Lindbergh Acquisition Corp. (5073), GT Sapphire Systems Holding LLC (4417), GT Advanced Cz LLC (9815), GT Sapphire Systems Group LLC (5126), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH 03054.
Case 14-11916-HJB Doc # 2364-1 Filed 10/02/15 Desc Exhibit A - Stipulation Page 3 of 8 Bankruptcy Code ). No request for the appointment of an examiner has been made in these chapter 11 cases. A motion to appoint a trustee has been denied. WHEREAS, on October 14, 2014, the Office of the United States Trustee for the District of New Hampshire appointed an official committee of unsecured creditors (the Committee ) in these chapter 11 cases. WHEREAS, in 2011, TXT agreed to purchase a total of 98 Advanced Sapphire Furnaces (the ASF Furnaces ) from GT Advanced Technologies Limited ( GT Hong Kong ) pursuant to three supply agreements (the Supply Agreements ). WHEREAS, in 2012, a dispute arose between GT Hong Kong and TXT with respect to (a) 30 ASF Furnaces that GT Hong Kong had delivered to TXT under the Supply Agreements and (b) 68 ASF Furnaces that GT Hong Kong had not yet delivered to TXT. WHEREAS, this dispute was subsequently resolved by an arbitration award, dated August 12, 2014 (the Final Award ) issued by an arbitral tribunal (the Arbitral Tribunal ) under the auspices of the International Centre for Dispute Resolution (Case No. 50-20-1200-0829). WHEREAS, among other things, the Final Award required GT Hong Kong to remove from TXT s facility in Hsinchu, Taiwan, at GT Hong Kong s cost, ten of the ASF Furnaces (the Ten ASF Furnaces ) that GT Hong Kong had previously delivered to TXT under the Supply Agreements. WHEREAS, following the issuance of the Final Award, GT Hong Kong and TXT entered into a settlement agreement, dated as of August 30, 2014 (the Settlement Agreement ), which, among other things, required GT Hong Kong to remove, at its sole cost and expense, the Ten ASF Furnaces from TXT s facility by December 31, 2014. 2
Case 14-11916-HJB Doc # 2364-1 Filed 10/02/15 Desc Exhibit A - Stipulation Page 4 of 8 WHEREAS, as of the date hereof, GT Hong Kong has not removed the Ten ASF Furnaces from TXT s facility. WHEREAS, on May 20, 2015, TXT filed its motion [D.I. 1837] (the Administrative Expense Motion ) seeking the allowance and payment of administrative expense claims pursuant to section 503(b)(1) of the Bankruptcy Code in the aggregate amount of $3,789,963.00 for, among other things, that it is entitled to an administrative expense claim for the value of the storage, maintenance, utility service, and other related and consequential costs (collectively, the Storage Costs ) with respect to Ten ASF Furnaces. WHEREAS, TXT asserts that the amount of the Storage Costs is no less than $239,000. WHEREAS, on June 4, 2015, GTAT and the Committee each filed objections [Docket Nos. 1883, 1884] to the Administrative Expense Motion, pursuant to which, among other things, GTAT and the Committee dispute the validity, amount, and priority of TXT s claim for the Storage Costs. WHEREAS, the Parties have reached agreement regarding TXT s claim for the Storage Costs and the disposition of the Ten ASF Furnaces. NOW THEREFORE, THE PARTIES HEREBY STIPULATE AND AGREE, AND UPON THE BANKRUPTCY COURT S APPROVAL, IT SHALL BE ORDERED AND BINDING ON ALL PARTIES IN INTEREST AS FOLLOWS 1. This Stipulation is effective as of the date this Stipulation is entered on the docket as so ordered by the Bankruptcy Court. Pending approval of this Stipulation by the Bankruptcy Court, each of the Parties agrees it is and will be bound by this Stipulation and waives any right to object to approval by the Bankruptcy Court. In the event that this Stipulation is not approved by the Bankruptcy Court, it will be null and void and have no force or effect 3
Case 14-11916-HJB Doc # 2364-1 Filed 10/02/15 Desc Exhibit A - Stipulation Page 5 of 8 whatsoever except as may be otherwise agreed in writing by the Parties. 2. Pursuant to section 554 of the Bankruptcy Code, GT Hong Kong hereby abandons the Ten ASF Furnaces to TXT. 3. TXT releases, remises, and forever discharges the Debtors and their current and former officers, directors, agents, attorneys, employees, affiliates, advisors, consultants, and members of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, claims, including, without limitation, all administrative expense claims, rights, damages, losses or liabilities of any kind or nature whatsoever, both at law or in equity, whether known or unknown, related to the Storage Costs with respect to the Ten ASF Furnaces. 4. The Administrative Expense Motion is hereby deemed modified such that it no longer seeks the allowance or payment of a claim for the Storage Costs with respect to the Ten ASF Furnaces, whether as an administrative expense claim or otherwise. 5. The Parties each represent and warrant that the undersigned is fully authorized and empowered to enter into this Stipulation on behalf of, and to bind, each Party as applicable, subject to the Court s approval. This Stipulation will constitute the entire agreement by and between the Parties regarding the matters addressed herein. No extrinsic or parole evidence may be used to vary any of the terms herein. All representations, warranties, inducements, and/or statements of intention made by the Parties are embodied in this Stipulation, and no Party relied upon, will be bound by, or will be liable for any alleged representation, warranty, inducement, or statement of intention that is not expressly set forth in this Stipulation. 6. The Parties each declare that their respective decisions in executing this Stipulation are not predicated on or influenced by any declaration or representation of the other Party, except as otherwise expressly provided herein. The Parties agree that they or their counsel 4
Case 14-11916-HJB Doc # 2364-1 Filed 10/02/15 Desc Exhibit A - Stipulation Page 6 of 8 have carefully read this Stipulation, and that they understand all of its terms and conditions, know its contents, and have signed below as their respective free and voluntary acts. 7. No modification, amendment or waiver of any of the terms or provisions of this Stipulation will bind any Party unless such modification, amendment or waiver is in writing, has been approved by the Court, and has been executed by a duly authorized representative of the Party against whom such modification, amendment or waiver is sought to be enforced. If any part of this Stipulation is held to be unenforceable by any court of competent jurisdiction, the unenforceable provision will be deemed amended to the least extent possible to render it enforceable and the remainder of this Stipulation will remain in full force and effect. 8. This Stipulation will be binding on the Parties from the date of its execution, but is expressly subject to and contingent upon its approval by the Court. If the Court does not approve this Stipulation, this Stipulation will be null and void. 9. It is hereby expressly agreed and understood that, except as specifically set forth in this Stipulation, (a) each Party reserves all of its rights, claims, liens, security interests, and causes of action, and the other Party reserves its defenses and objections thereto, and (b) nothing in this Stipulation will constitute any admission, acknowledgement, assumption of a duty, assumption, rejection or assignment of an executory contract, concession, discharge, release, relinquishment, or waiver of liability by either of the Parties. For the avoidance of doubt, TXT reserves all its rights to seek the allowance and payment of its purported claims for lost profits resulting from GT Hong Kong s alleged failure to provide current and compatible software licenses for the 20 ASFs (as defined in the Administrative Expense Motion) and provide the service necessary to render the software operational, as detailed in the Administrative Expense 5
Case 14-11916-HJB Doc # 2364-1 Filed 10/02/15 Desc Exhibit A - Stipulation Page 7 of 8 Motion. The Debtors and the Committee reserve all their rights and defenses in regard to such claims. 10. This Stipulation is for the sole benefit of the Parties and their respective successors and assigns (and, to the extent provided herein, affiliates) and nothing herein, express or implied, is intended to or will confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Stipulation. 11. This Stipulation may be executed in one or more counterparts and by facsimile or electronic copy, all of which will be considered effective as an original signature. 12. The Parties acknowledge that this Stipulation is the joint work product of both of the Parties and that, accordingly, in the event of ambiguities in this Stipulation, no inferences will be drawn against any Party on the basis of authorship of this Stipulation. 13. This Stipulation contains the entire agreement by and between the Parties, and all prior understandings or agreements with respect thereto, if any, are merged into this Stipulation. 14. This Stipulation will be governed by and construed in accordance with the Bankruptcy Code and the laws of the State of New Hampshire, without regard to the conflict of laws principles thereof. This Stipulation will be binding upon and inure to the benefit of the Parties and their respective successors, assignees, agents, attorneys and representatives. The Court will retain exclusive jurisdiction over any and all disputes arising out of or otherwise relating to this Stipulation. [Remainder of Page Intentionally Left Blank.] 6
Case 14-11916-HJB Doc # 2364-1 Filed 10/02/15 Desc Exhibit A - Stipulation Page 8 of 8 IN WITNESS WHEREOF and in agreement herewith, by and through the undersigned, the Parties have executed and delivered this Stipulation as of the date first set forth below. Dated October 2, 2015 /s/ G. Alexander Bongartz. Luc A. Despins Andrew V. Tenzer G. Alexander Bongartz (BNH07449) James T. Grogan (BNH07394) PAUL HASTINGS LLP Park Avenue Tower 75 East 55th Street, First Floor New York, New York 10022 Telephone (212) 318-6000 and Daniel W. Sklar, Esq. Holly J. Barcroft, Esq. NIXON PEABODY LLP 900 Elm Street Manchester, NH 03101-2031 Telephone (603) 628-4000 Facsimile (603) 628-4040 /s/ Michael A. Siedband. Robert J. Keach, Esq. Michael A. Siedband, Esq. BERNSTEIN, SHUR, SAWYER & NELSON, P.A. Portland, Maine 04104-5029 Telephone (207) 774-1200 Facsimile (207) 774-1127 and Han-Mei Tso OSHA LIANG, LLP Two Houston Center 909 Fannin, Suite 3500 Houston, TX 77010 Telephone (713) 228-8600 Facsimile (713) 228-8778 Co-Counsel for Tera Xtal Technology Corp. Co-Counsel to the Debtors and Debtors in Possession Dated October, 2015 Manchester, NH THE STIPULATION IS APPROVED. IT IS SO ORDERED HONORABLE HENRY J. BOROFF UNITED STATES BANKRUPTCY JUDGE 7
Case 14-11916-HJB Doc # 2364-2 Filed 10/02/15 Desc Notice of Hearing Page 1 of 2 HEARING DATE AND TIME October 16, 2015 at 1000 a.m. (Eastern Time) OBJECTION DEADLINE October 9, 2015 at 400 p.m. (Eastern Time) UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE ---------------------------------------------------------------x In re Chapter 11 GT ADVANCED TECHNOLOGIES INC., et al., Case No. 14-11916-HJB Debtors. 1 Jointly Administered ---------------------------------------------------------------x NOTICE OF HEARING ON DEBTORS MOTION REQUESTING ENTRY OF STIPULATION AND AGREED ORDER BY AND BETWEEN DEBTORS AND TERA XTAL TECHNOLOGY CORP. REGARDING WAIVER OF ADMINISTRATIVE EXPENSE CLAIM FOR STORAGE COSTS OF TEN ADVANCED SAPPHIRE FURNACES AND ABANDONMENT THEREOF PURSUANT TO BANKRUPTCY CODE SECTION 554 PLEASE TAKE NOTICE that a hearing on the Debtors Motion Requesting Entry of Stipulation and Agreed Order By and Between Debtors and Tera Xtal Technology Corp. Regarding Waiver of Administrative Expense Claim for Storage Costs of Ten Advanced Sapphire Furnaces and Abandonment Thereof Pursuant to Bankruptcy Code Section 554 (the Motion ) 2 will be held on October 16, 2015 at 1000 a.m. (Eastern Time) at the United States Bankruptcy Court, Courtroom 2, 1000 Elm Street, 11th Floor Manchester, NH 03101. PLEASE TAKE FURTHER NOTICE that objections or responses, if any, to the Motion must be in writing, shall conform to the Bankruptcy Rules and the Local Bankruptcy Rules, and shall be (a) filed with the Court on the docket of In re GT Advanced Technologies, Inc., Case No. 14-11916-HJB, and (b) served upon (i) the Clerk of the Bankruptcy Court, 1000 1 2 The Debtors, along with the last four digits of each debtor s tax identification number, as applicable, are GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), GT Advanced Equipment Holding LLC (8329), GT Equipment Holdings, Inc. (0040), Lindbergh Acquisition Corp. (5073), GT Sapphire Systems Holding LLC (4417), GT Advanced Cz LLC (9815), GT Sapphire Systems Group LLC (5126), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH 03054. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.
Case 14-11916-HJB Doc # 2364-2 Filed 10/02/15 Desc Notice of Hearing Page 2 of 2 Elm Street, Suite 1001, Manchester, NH 03101-1708; (ii) Paul Hastings LLP, 75 East 55th Street, New York, NY 10022, Attn Luc A. Despins, Esq., and 600 Travis Street, 58th Floor, Houston, TX 77002, Attn James T. Grogan, Esq., and Nixon Peabody LLP, 900 Elm Street, Manchester, NH 03101, Attn Daniel W. Sklar, Esq. and Holly J. Barcroft, Esq.; and (iii) Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178, Attn James S. Carr, Esq., so as to be received no later than October 9, 2015 at 400 p.m. (Eastern Time) (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that if no objections are timely filed and served with respect to the Motion, GTAT 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 offered to any party. Dated October 2, 2015 /s/ G. Alexander Bongartz. Luc A. Despins, Esq. Andrew V. Tenzer, Esq. James T. Grogan, Esq. (BNH07394) G. Alexander Bongartz (BNH07449) PAUL HASTINGS LLP Park Avenue Tower 75 East 55th Street, First Floor New York, New York 10022 Telephone (212) 318-6000 Facsimile (212) 319-4090 -and- Daniel W. Sklar, Esq. Holly J. Barcroft, Esq. NIXON PEABODY LLP 900 Elm Street Manchester, NH 03101-2031 Telephone (603) 628-4000 Facsimile (603) 628-4040 Co-Counsel for the Debtors and Debtors in Possession 2