Case 18-10175-BLS Doc 176 Filed 03/28/18 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 RAND LOGISTICS, INC., et al., 1 Case No. 18-10175 (BLS Debtors. (Jointly Administered Obj. Deadline: April 11, 2018 at 4:00 p.m. (ET Hearing Date: April 18, 2018 at 11:00 a.m. (ET REORGANIZED DEBTORS MOTION FOR ENTRY OF FINAL DECREE CLOSING CERTAIN CHAPTER 11 CASES AND AMENDING CASE CAPTION Rand Logistics, Inc. and certain of its direct and indirect subsidiaries, as reorganized debtors in the above-captioned chapter 11 cases (collectively, the Reorganized Debtors, by and through their undersigned counsel, hereby file this motion (this Motion for entry of a final decree, substantially in the form attached hereto as Exhibit A, closing the chapter 11 cases of the direct and indirect subsidiaries of Rand Logistics, Inc. (the Closing Cases 2 and amending the caption of the remaining chapter 11 case of Rand Logistics, Inc., No. 18-10175 (BLS (the Remaining Case. In support of this Motion, the Reorganized Debtors respectfully state as follows: JURISDICTION The United States Bankruptcy Court for the District of Delaware (the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, and the Amended Standing Order of Reference from the United States District Court for the District of 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Rand Logistics, Inc. (5343; Lower Lakes Transportation Company (5364; Grand River Navigation Company, Inc. (5146; Black Creek Shipping Company, Inc. (5474; Rand LL Holdings Corp. (6352; Rand Finance Corp. (1847; and Black Creek Shipping Holding Company, Inc. (5313. The service address for each of the above Debtors is 333 Washington Street, Suite 201, Jersey City, NJ 07302. 2 The Closing Cases are as follows: Lower Lakes Transportation Company (No. 18-10176 (BLS; Grand River Navigation Company, Inc. (No. 18-10177 (BLS; Black Creek Shipping Company, Inc. (No. 18-10178 (BLS; Rand LL Holdings Corp. (No. 18-10179 (BLS; Rand Finance Corp. (No. 18-10180 (BLS; and Black Creek Shipping Holding Company, Inc. (No. 18-10181 (BLS.
Case 18-10175-BLS Doc 176 Filed 03/28/18 Page 2 of 8 Delaware, dated as of February 29, 2012. This matter is a core proceeding within the meaning of 11 U.S.C. 157(b(2, and the Reorganized Debtors consent pursuant to Local Rule 9013(f to entry of a final order by the Court in connection with this Motion to the extent that it is later determined that this Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. Venue of these cases and this Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory and legal bases for the relief sought herein are sections 105(a and 350(a of title 11 of the United States Code, 11 U.S.C. 101-1532 (the Bankruptcy Code, Rule 3022 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules and Rule 3022-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules. BACKGROUND On January 29, 2018 (the Petition Date, the Reorganized Debtors filed voluntary petitions for relief pursuant to chapter 11 of the Bankruptcy Code (the Cases. The above-captioned debtors (the Debtors operated their businesses and managed their properties as debtors in possession pursuant to sections 1107(a and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner was made in these Cases. No committee, official or otherwise, has been appointed. On January 31, 2018, the Court entered an order directing the Joint Administration of each of the Cases [Docket No. 38] (the Joint Administration Order. On January 30, 2018, the Reorganized Debtors filed their Joint Prepackaged Chapter 11 Plan of Reorganization [Docket No. 13] (the Plan and related disclosure statement [Docket No. 14] (the Disclosure Statement. On February 27, 2018, the 2
Case 18-10175-BLS Doc 176 Filed 03/28/18 Page 3 of 8 Court held a combined hearing on the Plan and Disclosure Statement and, on February 28, 2018, the Court entered an order approving the Disclosure Statement and confirming the Plan [Docket No. 156] (the Confirmation Order. The Plan went effective and was substantially consummated on March 1, 2018 (the Effective Date. No general bar date has been set in these Cases. There are, however, deadlines in place under the Plan and Confirmation Order with respect to the filing of certain administrative claims and rejection damages claims as well as for the filing of final fee applications by the Debtors or the Reorganized Debtors professionals. RELIEF REQUESTED By this Motion, the Reorganized Debtors seek, pursuant to section 350(a of the Bankruptcy Code, Bankruptcy Rule 3022 and Local Rule 3022-1, entry of a final decree closing each of the Closing Cases and leaving the Remaining Case open and modifying the caption of the Remaining Case to reflect that Rand Logistics, Inc. is the only remaining Reorganized Debtor with an open and pending bankruptcy case. The Reorganized Debtors propose that the new caption read as follows: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 RAND LOGISTICS, INC., 1 Case No. 18-10175 (BLS Reorganized Debtor. 1 The last four digits of the Reorganized Debtor s federal tax identification number are (5343. The service address for the Reorganized Debtor is 333 Washington Street, Suite 201, Jersey City, NJ 07302. 3
Case 18-10175-BLS Doc 176 Filed 03/28/18 Page 4 of 8 In addition, the Reorganized Debtors request authority to administer all motions, contested matters, adversary proceedings, and claims related to any of the Reorganized Debtors or the Debtors in the Closing Cases that remain or become open or active in the Remaining Case. As a result, the Reorganized Debtors also seek a waiver of the obligation to file a final report in the Closing Cases as described in Local Rule 3022-1(c. Instead, the Reorganized Debtors seek authority to file a consolidated final report for all Reorganized Debtors at the time that the Remaining Case is closed. BASIS FOR RELIEF Section 350(a of the Bankruptcy Code provides that [a]fter an estate is fully administered and the court has discharged the trustee, the court shall close the case. 11 U.S.C. 350(a. Bankruptcy Rule 3022, which implements section 350 of the Bankruptcy Code, further provides that [a]fter an estate is fully administered in a chapter 11 reorganization case, the court, on its own motion or on motion of a party in interest, shall enter a final decree closing the case. Fed. R. Bankr. P. 3022. In addition, Local Rule 3022-l(a provides that [u]pon written motion, a party in interest may seek the entry of a final decree at any time after the confirmed plan has been fully administered provided that all required fees due under 28 U.S.C. 1930 have been paid. D. Del. Bankr. Local Rule 3022-l (a. According to the 1991 Advisory Committee Notes to Bankruptcy Rule 3022 (the Committee Notes, factors that a court should consider in determining whether an estate has been fully administered include: (1 whether the order confirming the plan has become final; (2 whether deposits required by the plan have been distributed; (3 whether the property proposed by the plan to be transferred has been transferred; (4 whether the debtor or the successor of the debtor under the plan has assumed the business or the management of the property dealt with by the plan; (5 whether payments under the plan 4
Case 18-10175-BLS Doc 176 Filed 03/28/18 Page 5 of 8 have commenced; and (6 whether all motions, contested matters, and adversary proceedings have been finally resolved. Courts in this District and others have adopted the view that these factors are but a guide in determining whether a case has been fully administered, and not all factors need to be present before the case is closed. In re SLI Inc., No. 02-12608 (WS, 2005 WL 1668396, at *2 (Bankr. D. Del. June 24, 2005 (citing In re Mold Makers, Inc., 124 B.R. 766, 768-69 (Bankr. N.D. Ill. 1990; see also In re Omega Optical, Inc., 476 B.R. 157, 167 (Bankr. E.D. Pa. 2012. [A]ll of the factors in the Committee Notes need not be present before the Court will enter a final decree. Walnut Assocs. v. Saidel, 164 B.R. 487, 493 (E.D. Pa. 1994. With respect to the Closing Cases, all of the factors have been satisfied, making it appropriate for the Court to enter a final decree closing those cases. Among other things: (1 the Confirmation Order was entered by the Court and became final and nonappealable on February 28, 2018; (2 the Reorganized Debtors have emerged from chapter 11 as reorganized entities; (3 all property proposed to be transferred under the Plan has been transferred; (4 on and after the Effective Date, the Reorganized Debtors assumed the business and management of the property dealt with by the Plan; (5 there are no pending adversary proceedings in these cases and no contested matters that cannot be litigated and adjudicated in the Remaining Case; and (6 distributions to creditors in each class under the Plan are completed or will be completed in short order. Further, minimal activity with respect to claims administration is anticipated given that this was a prepackaged chapter 11 case and the confirmed Plan rendered unimpaired all allowed claims, including U.S. Trustee fees, that may not have yet received distributions. Therefore, the foregoing factors support closure of the Closing Cases. 5
Case 18-10175-BLS Doc 176 Filed 03/28/18 Page 6 of 8 In addition, all expenses arising from the administration of the Closing Cases, including court fees, United States Trustee fees, professional fees and expenses, have been paid or will be paid in the amounts due as soon as reasonably practicable after the closure of the Closing Cases, and the Reorganized Debtors will complete all remaining reports as required. 3 Closing the Closing Cases will not prejudice any party s rights, as such rights may be exercised in the Remaining Case. The cases this Motion seeks to close are simply unnecessary to the continued administration of the Debtors estates and related matters. The closure of such cases will allow the Reorganized Debtors to avoid unnecessarily incurring further fees to the U.S. Trustee on account of the Closing Cases. See 28 U.S.C. 1930(a(6 (requiring the payment of quarterly fees to the trustee. Finally, it is appropriate to waive the requirement of filing a final report for the Closing Cases under Local Rule 3022-1(c. The administration of assets and liabilities will occur in the Remaining Case in accordance with the provisions of the Plan and can be fully and fairly accounted for in the final report to be filed upon a request to close the Remaining Case. Consequently, filing a final report for each of the Closing Cases at this time would not be helpful to the U.S. Trustee, creditors, or other parties in interest. Relief similar to that requested herein has previously been granted by courts in this District. See, e.g., In re Altegrity, Inc., No. 15-10226 (LSS (Bankr. D. Del. March 19, 2018 [Docket No. 1604] (closing the cases of certain debtors and allowing for any further reporting to take place in the Remaining Cases; In re Source Home Entm't, LLC, No. 14-11553 (KG (Bankr. D. Del. June 22, 2015 [Docket No. 824] (same; In re Buffets Rests. Holdings, 3 The Reorganized Debtors anticipate filing a monthly operating report from the period from the Petition Date through February 28, 2018 for all Debtors, including those under the Closing Cases, in short order. 6
Case 18-10175-BLS Doc 176 Filed 03/28/18 Page 7 of 8 Inc., No. 12-10237 (MFW (Bankr. D. Del. Dec. 18, 2014 [Docket No. 1556] (same; In re Building Materials Holding Corp., No. 09-12074 (KJC (Bankr. D. Del. June 28, 2011 [Docket No. 1896] (same. In light of the foregoing, the Reorganized Debtors submit that ample justification exists for entry of a final decree closing the Closing Cases. NO PRIOR REQUEST No prior motion for the relief requested herein has been made to this or any other court. NOTICE Notice of this Motion has been provided to the Office of the United States Trustee for the District of Delaware any party that has requested notice pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the Reorganized Debtors respectfully submit that no further notice is required. [remainder of page intentionally left blank] 7
Case 18-10175-BLS Doc 176 Filed 03/28/18 Page 8 of 8 Dated: March 28, 2018 Wilmington, Delaware FOX ROTHSCHILD LLP By: /s/ Margaret M. Manning Jeffrey M. Schlerf (No. 3047 Margaret M. Manning (No. 4183 919 North Market St., Suite 300 Wilmington, DE 19801 Telephone: (302 654-7444 Facsimile: (302 463-4971 jschlerf@foxrothschild.com mmanning@foxrothschild.com -and- Thomas E Lauria (admitted pro hac vice WHITE & CASE LLP Southeast Financial Center 200 S. Biscayne Boulevard, Suite 4900 Miami, FL 33131 Telephone: (305 371-2700 Facsimile: (305 358-5744 tlauria@whitecase.com -and- Andrew T. Zatz (admitted pro hac vice Rashida J. Adams (admitted pro hac vice WHITE & CASE LLP 1221 Avenue of the Americas New York, NY 10020-1095 Telephone: (212 819-8200 Facsimile: (212 354-8113 azatz@whitecase.com rashida.adams@whitecase.com Attorneys for Reorganized Debtors 8
Case 18-10175-BLS Doc 176-1 Filed 03/28/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 RAND LOGISTICS, INC., et al., 1 Case No. 18-10175 (BLS Debtors. (Jointly Administered Obj. Deadline: April 11, 2018 at 4:00 p.m. (ET Hearing Date: April 18, 2018 at 11:00 a.m. (ET TO: THE U.S. TRUSTEE; AND ALL PERSONS AND ENTITIES THAT HAVE FILED A REQUEST FOR SERVICE OF FILINGS IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002 PLEASE TAKE NOTICE that Rand Logistics, Inc. and certain of its direct and indirect subsidiaries (collectively, the Reorganized Debtors have filed the attached Reorganized Debtors Motion For Entry of Final Decree Closing Certain Chapter 11 Cases and Amending Case Caption (the Motion with the United States Bankruptcy Court for the District of Delaware. PLEASE TAKE FURTHER NOTICE that any objections to the relief requested in the Motion must be filed on or before April 11, 2018, at 4:00 p.m. (ET (the Objection Deadline with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3 rd Floor, Wilmington, Delaware 19801 and served on the undersigned co-counsel to the Reorganized Debtors so as to be received on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT, IF ANY OBJECTIONS ARE FILED, A HEARING TO CONSIDER THE MOTION WILL BE HELD ON APRIL 18, 2018, AT 11:00 A.M. (ET BEFORE THE HONORABLE BRENDAN L. SHANNON IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 6 th FLOOR, COURTROOM #1, WILMINGTON, DELAWARE 19801. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE MOTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING. 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Rand Logistics, Inc. (5343; Lower Lakes Transportation Company (5364; Grand River Navigation Company, Inc. (5146; Black Creek Shipping Company, Inc. (5474; Rand LL Holdings Corp. (6352; Rand Finance Corp. (1847; and Black Creek Shipping Holding Company, Inc. (5313. The service address for each of the above Debtors is 333 Washington Street, Suite 201, Jersey City, NJ 07302.
Case 18-10175-BLS Doc 176-1 Filed 03/28/18 Page 2 of 2 Dated: March 28, 2018 Wilmington, Delaware FOX ROTHSCHILD LLP By: /s/ Margaret M. Manning Jeffrey M. Schlerf (No. 3047 Margaret M. Manning (No. 4183 919 North Market St., Suite 300 Wilmington, DE 19801 Telephone: (302 654-7444 Facsimile: (302 463-4971 jschlerf@foxrothschild.com mmanning@foxrothschild.com -and- Thomas E Lauria (admitted pro hac vice WHITE & CASE LLP Southeast Financial Center 200 S. Biscayne Boulevard, Suite 4900 Miami, FL 33131 Telephone: (305 371-2700 Facsimile: (305 358-5744 tlauria@whitecase.com -and- Andrew T. Zatz (admitted pro hac vice Rashida J. Adams (admitted pro hac vice WHITE & CASE LLP 1221 Avenue of the Americas New York, NY 10020-1095 Telephone: (212 819-8200 Facsimile: (212 354-8113 azatz@whitecase.com rashida.adams@whitecase.com Attorneys for Reorganized Debtors 2
Case 18-10175-BLS Doc 176-2 Filed 03/28/18 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 RAND LOGISTICS, INC., et al., 1 Case No. 18-10175 (BLS Debtors. (Jointly Administered Related D.I. No. In re: Chapter 11 LOWER LAKES TRANSPORTATION Case No. 18-10176 (BLS COMPANY, Debtor. In re: Chapter 11 GRAND RIVER NAVIGATION COMPANY, Case No. 18-10177 (BLS INC., Debtor. In re: Chapter 11 BLACK CREEK SHIPPING COMPANY, INC., Case No. 18-10178 (BLS Debtor. In re: Chapter 11 RAND LL HOLDINGS CORP., Case No. 18-10179 (BLS Debtor. 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, were: Rand Logistics, Inc. (5343; Lower Lakes Transportation Company (5364; Grand River Navigation Company, Inc. (5146; Black Creek Shipping Company, Inc. (5474; Rand LL Holdings Corp. (6352; Rand Finance Corp. (1847; and Black Creek Shipping Holding Company, Inc. (5313. The service address for each of the above Debtors is 333 Washington Street, Suite 201, Jersey City, NJ 07302.
Case 18-10175-BLS Doc 176-2 Filed 03/28/18 Page 2 of 5 In re: Chapter 11 RAND FINANCE CORP., Case No. 18-10180 (BLS Debtor. In re: Chapter 11 BLACK CREEK SHIPPING HOLDING Case No. 18-10181 (BLS COMPANY, Debtor. FINAL DECREE CLOSING CERTAIN CHAPTER 11 CASES AND AMENDING CASE CAPTION Upon consideration of the motion (the Motion 2 of the Reorganized Debtors for entry of a final decree (this Final Decree closing the chapter 11 cases of certain of the Reorganized Debtors and amending the case caption, all as more fully set forth in the Motion; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012, and Article IX of the Plan; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b(2, and that this Court may enter a Final Decree consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; and this Court having found that notice of and opportunity for a hearing on the Motion were appropriate and no other or further notice need be provided; and this Court having reviewed the Motion; and upon all of the proceedings had before this Court; and after due deliberation and 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion. 2
Case 18-10175-BLS Doc 176-2 Filed 03/28/18 Page 3 of 5 sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is hereby granted. 2. The cases of Lower Lakes Transportation Company (No. 18-10176 (BLS; Grand River Navigation Company, Inc. (No. 18-10177 (BLS; Black Creek Shipping Company, Inc. (No. 18-10178 (BLS; Rand LL Holdings Corp. (No. 18-10179 (BLS; Rand Finance Corp. (No. 18-10180 (BLS; and Black Creek Shipping Holding Company, Inc. (No. 18-10181 (BLS (collectively, the Closing Cases are hereby closed effective as of the date of the entry of this Final Decree. 3. The Closing Cases are hereby removed from the Joint Administration Order. The case of Rand Logistics, Inc., No. 18-10175 (BLS (the Remaining Case shall be the Remaining Case and shall remain open and shall be administered under the following amended caption: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 RAND LOGISTICS, INC., 1 Case No. 18-10175 (BLS Reorganized Debtor. 1 The last four digits of the Reorganized Debtor s federal tax identification number are (5343. The service address for the Reorganized Debtor is 333 Washington Street, Suite 201, Jersey City, NJ 07302. 3
Case 18-10175-BLS Doc 176-2 Filed 03/28/18 Page 4 of 5 4. Entry of this Final Decree is without prejudice to the rights of the Reorganized Debtors or any other party in interest to seek to reopen the Closing Cases. 5. The Reorganized Debtors shall complete any remaining quarterly reports as required with respect to the Closing Cases and pay all U.S. Trustee fees within thirty (30 days of the due date of such reports. 6. The final report for the Reorganized Debtors in the Closing Cases required under Local Rule 3022-1(c shall be included as part of a consolidated final report for all of the Reorganized Debtors and filed in connection with the closure of the Remaining Case. 7. The Clerk of the Court shall enter this Final Decree individually on the docket of each of the Closing Cases and thereafter such dockets shall be marked as Closed. 8. The Reorganized Debtors are authorized to take all actions that may be necessary to undertake the relief granted in this Final Decree. 9. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such motion and the requirements of Fed. R. Bankr. P. 6004(a and the Local Rules are satisfied by such notice. 10. All motions, contested matters, adversary proceedings, and claims related to any of the Reorganized Debtors or any of the Debtors in the Closing Cases, including, without limitation, any professional fee applications, that remain or become open or active (collectively, the Matters will be administered under the Remaining Case. Nothing in this final decree or the relief granted herein shall waive, limit, impair, enhance or affect in any way the respective rights, claims, interests, objections, and defenses of the parties to the Matters (including the Reorganized Debtors, which shall be preserved and may be asserted in the Remaining Case the same as if they had been asserted in the applicable Closing Cases. 4
Case 18-10175-BLS Doc 176-2 Filed 03/28/18 Page 5 of 5 11. The Court shall retain jurisdiction to hear and determine all matters arising from or relating to the implementation of this Final Decree and shall retain jurisdiction over the Closing Cases pursuant to Article IX of the Plan. 12. Notwithstanding the possible applicability of Rules 6004(h, 7062, or 9014 of the Bankruptcy Rules or otherwise, the terms and conditions of this Final Decree shall be immediately effective and enforceable upon its entry. Date: April, 2018 THE HONORABLE BRENDAN L. SHANNON UNITED STATES BANKRUPTCY JUDGE 5