Pg 1 of 9 Christopher Marcus, P.C. James H.M. Sprayregen, P.C. John T. Weber William A. Guerrieri (admitted pro hac vice KIRKLAND & ELLIS LLP Alexandra Schwarzman (admitted pro hac vice KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS LLP 601 Lexington Avenue KIRKLAND & ELLIS INTERNATIONAL LLP New York, New York 10022 300 North LaSalle Street Telephone: (212 446-4800 Chicago, Illinois 60654 Facsimile: (212 446-4900 Telephone: (312 862-2000 Facsimile: (312 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 Case No. 17-22770 (RDD Debtors. (Jointly Administered CERTIFICATE OF NO OBJECTION UNDER 28 U.S.C. 1746 REGARDING ENTRY OF AN ORDER APPROVING THE ABANDONMENT OF CERTAIN PROPERTY AND THE REJECTION OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES Pursuant to 28 U.S.C. 1746 and Rule 9075-2 of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules, the undersigned hereby certifies as follows: 1. On June 29, 2017, 21st Century Oncology Holdings, Inc. and its affiliated debtors in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors, filed the Debtors Motion For Entry of an Order (I Authorizing and Approving Procedures to Reject, Assume, or Assume and Assign Executory Contracts and Unexpired Leases and (II Granting Related Relief [Docket No. 160]. 1 Each of the Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of 21st Century Oncology Holdings, Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida 33907.
Pg 2 of 9 2. On July 25, 2017, the Court entered the Order (I Authorizing and Approving Procedures to Reject, Assume, or Assume and Assign Executory Contracts and Unexpired Leases and (II Granting Related Relief (the Procedures Order [Docket No. 261]. 3. On October 11, 2017, the Debtors filed the Notice of Rejection of Executory Contracts and/or Unexpired Leases (the Rejection Notice [Docket No. 516]. 4. The Debtors established an objection deadline of October 25, 2017 at 4:00 p.m. (prevailing Eastern Time (the Objection Deadline, for parties to object to the Debtors rejection of the leases described on the rejection schedule attached to the proposed form of order. 5. As of the filing of this certificate, more than forty-eight (48 hours have elapsed since the Objection Deadline and, to the best of my knowledge, no responsive pleading contesting the Rejection Notice has been (a filed with the Court on the docket of the abovecaptioned chapter 11 cases or (b served on the Debtors or their counsel. 2 6. Accordingly, the Debtors respectfully request that the Court enter the proposed order attached hereto as Exhibit 1. 2 On October 25, 2017, counsel to Gregory A. Mercurio Jr. and Biotechnology Integration and Management, LLC filed the Response of Gregory A. Mercurio, Jr. and Biotechnology Integration and Management, LLC to Notice of Rejection of Executory Contract and (I Request for Allowance of General Unsecured Claims and (II Allowance and Payment of Administrative Claim [Docket No. 566] (the Response. Counsel to the counterparty to the executory contract referenced in the Response has confirmed that the Response does not contest the Debtors rejection of such contract. Rather, the Response sets forth claims against the Debtors estates occasioned by such rejection and Mr. Mercurio and Biotechnology Integration and Management, LLC will assert such claims in accordance with the bar date order [Docket No. 253] and/or the procedures set forth in the plan [Docket No. 554], as applicable. 2
Pg 3 of 9 and belief. I declare that the foregoing is true and correct to the best of my knowledge, information, New York, New York Dated: October 31, 2017 /s/ Christopher Marcus, P.C. Christopher Marcus, P.C. John T. Weber KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212 446-4800 Facsimile: (212 446-4900 - and - James H.M. Sprayregen, P.C. William A. Guerrieri (admitted pro hac vice Alexandra Schwarzman (admitted pro hac vice KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312 862-2000 Facsimile: (312 862-2200 Counsel to the Debtors and Debtors in Possession
Pg 4 of 9 Exhibit 1 Proposed Order
Pg 5 of 9 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 Case No. 17-22770 (RDD Debtors. (Jointly Administered THIRD ORDER (A APPROVING THE REJECTION OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND (B SETTING REJECTION CLAIMS BAR DATE Pursuant to the order approving procedures for the rejection, assumption, or assumption and assignment of the Debtors executory contracts and unexpired leases, and granting related relief (the Procedures Order 2 [Docket No. 261]; and this Court having 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 Southern District of New York, dated December 1, 2016; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b(2; 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 the Debtors having properly filed and served a Rejection Notice to each applicable party as set forth in the Rejection Schedule, attached hereto as Exhibit A, in accordance with the terms of the Procedures Order; and no timely objections have been filed to the rejection of such Contracts and/or Leases; and due and proper notice of the Procedures Order and Rejection Notice having been provided to each applicable counterparty as set forth in the Rejection Schedule, and it appearing that no other 1 Each of the Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of 21st Century Oncology Holdings, Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida 33907. 2 Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Procedures Order.
Pg 6 of 9 notice need be provided; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The rejection of the Contracts and/or Leases as set forth in the Rejection Schedule is hereby approved. 2. Any claim against the Debtors arising from the rejection of the Contracts and/or Leases as set forth in the Rejection Schedule must be filed on or before, 2017 or such claim shall be deemed to be an untimely claim barred from a distribution in these chapter 11 cases. 3. The Debtors are authorized to take any action necessary to implement the terms of this Order and the rejection without further order from this Court. 4. The rejection of the Contracts and/or Leases as set forth in the Rejection Schedule shall be effective as of the Rejection Date. 5. This Court shall retain exclusive jurisdiction to resolve any dispute arising from or related to this Order. White Plains, New York Dated:, 2017 HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE 2
Pg 7 of 9 Exhibit A Rejection Schedule
Pg 8 of 9 Rejected Contracts and Leases Counterparty or other Affected Entity Debtor Description of Contract or Lease 1 Rejection Date Moodys Investors Service Inc. 21st Century Oncology Management Services, Inc. Ratings Services for Loan Facility 10/11/17 Configero LLC Financial Services of Southwest Florida, LLC Software Development 10/11/17 Medcom Solutions, Incorporated Financial Services of Southwest Florida, LLC Fee Schedule Consulting Services 10/11/17 The Coding Network Financial Services of Southwest Florida, LLC Outsourced Coding 10/11/17 Naples Pathology Associates, P.A. 21st Century Oncology, LLC Outsourced Pathology Services 10/11/17 Ikonisys, Inc. 21st Century Oncology, LLC Pathology Laboratory Services 10/11/17 Dan Thompson 21st Century Oncology, LLC Urology Practice Management Consulting 10/11/17 David Schiering 21st Century Oncology, Inc. Operational Business Consulting 10/11/17 Mohr Partners 21st Century Oncology Management Services, Inc. Lease Renewal Consulting Services 10/11/17 The Bryant Company 21st Century Oncology of South Carolina, LLC Lobbying Services in South Carolina 10/11/17 West Publishing Corporation, a Thomson Reuters Business 21st Century Oncology, Inc. Online Legal Researching Services 10/11/17 Dornaus, Madlyn 21st Century Oncology, Inc. Compliance Consulting Services 10/11/17 Radiation Therapy Alliance 21st Century Oncology Management Services, Inc. Lobbying Services 10/11/17 Biotechnology Integration & Management 21st Century Oncology Management Services, Inc. Veterans Affairs Consulting 10/11/17 1 The inclusion of a Contract or Lease on this list does not constitute an admission to the executory or non-executory nature of the Contract or Lease, or as to the existence or validity of any claims held by the counterparty or counterparties to such Contract or Lease.
Pg 9 of 9 Counterparty or other Affected Entity Debtor Description of Contract or Lease 1 Kroll Cyber Security, LLC 21st Century Oncology, Inc. Enterprise-Wide End-Point Information Security Threat Monitoring Services Rejection Date 10/11/17 Karen Mattocks 21st Century Oncology, Inc. Operational Consulting 10/11/17 Anne Rosenberg, M.D., FACS 21st Century Oncology of New Jersey, Inc. Consulting Physician Services 10/11/17 Randstad North America LP 21st Century Oncology Management Services, Inc. Provided Interim Controller 10/11/17 Payflex Systems US Inc. U.S. Cancer Care, Inc. Cobra Payment System 10/11/17 Stericycle Arizona Radiation Therapy Management Services, Inc. Medical Waste Services 10/11/17 CPR Courier 21st Century Oncology, LLC Pathology Laboratory Equipment 10/31/17