HTML Document View

Full title: Certification of Counsel Regarding Order Approving Stipulation Between New Dairy Opco, LLC and The City of Winter Haven, Florida (related document(s)621, 801, 918) Filed by New Dairy OpCo, LLC. (Attachments: # 1 Exhibit A - Proposed Order) (Murley, Lucian) (Entered: 05/13/2021)

Document posted on May 12, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

621, 801 and 918 CERTIFICATION OF COUNSEL REGARDING ORDER APPROVING STIPULATION BETWEEN NEW DAIRY OPCO, LLC AND THE CITY OF WINTER HAVEN, FLORIDA New Dairy Opco, LLC and its affiliates (collectively, “New Dairy”), by and through its undersigned counsel, hereby certifies as follows: 1. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: BDC Inc. (1509); BDC Holdings, LLC (8504); ND, LLC (9109); BDC of Alabama, LLC (5598); BDC of Cincinnati, LLC (1334); BTC of Cincinnati, LLC (3462); BDC of Florida, LLC (5168); BDC of Kentucky, LLC (7392); BDC of Louisiana, LLC (4109); BDC of Madisonville, LLC (7310); BDC of Ohio, LLC (2720); BTC of Ohio, LLC (7837); BDC of South Carolina, LLC (0963); BDC of Texas, LLC (5060); CAS, LLC (9109); GSSD, LLC (9109); NDHT, LLC (7480); and BDC of Madisonville Sub, LLC (0314).On December 15, 2020, the Court entered the Findings of Fact, Conclusions of Law and Order Approving and Confirming the Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation of Borden Dairy Company and Its Affiliated Debtors [D.I. 1331], whereby the Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation of Borden Dairy Company and Its Affiliated Debtors [D.I. 1321] (including all exhibits and supplements thereto, and as modified or amended from time to time, the “Plan”) was confirmed.After an exchange of information and arm’s-length negotiations, the Parties have determined that it is in the best interests of all Parties to resolve any and all claims and disputes regarding the Asserted Liens, the Objections (to the extent not previously overruled or rendered moot), and payment obligations of New Dairy for Services provided to both the Debtors and New Dairy through and including February 4, 2021. A proposed form of order approving the Stipulation is attached hereto as Exhibit A (the “Proposed Order”) and the Stipulation is attached as Exhibit 1 to the Proposed Order.

List of Tables

Document Contents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 BDC Inc., et al., Case No.: 20-10010 (CSS) Debtors.1 (Jointly Administered) Re Docket Nos. 621, 801 and 918 CERTIFICATION OF COUNSEL REGARDING ORDER APPROVING STIPULATION BETWEEN NEW DAIRY OPCO, LLC AND THE CITY OF WINTER HAVEN, FLORIDA New Dairy Opco, LLC and its affiliates (collectively, “New Dairy”), by and through its undersigned counsel, hereby certifies as follows: 1. On January 5, 2020, the above-captioned debtors (the “Debtors”) filed voluntary petitions for relief under title 11 of the United States Code. 2. The City of Winter Haven, Florida (the “City”, and collectively with New Dairy, the “Parties”) has provided utilities services including, without limitation, sewage and waste water treatment (the “Services”) to certain real property owned by the Debtors (the “Real Property”). 3. The City asserted liens against the Real Property for the unpaid pre-petition Services pursuant to chapter 159, Florida Statutes (the “Asserted Liens”). 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: BDC Inc. (1509); BDC Holdings, LLC (8504); ND, LLC (9109); BDC of Alabama, LLC (5598); BDC of Cincinnati, LLC (1334); BTC of Cincinnati, LLC (3462); BDC of Florida, LLC (5168); BDC of Kentucky, LLC (7392); BDC of Louisiana, LLC (4109); BDC of Madisonville, LLC (7310); BDC of Ohio, LLC (2720); BTC of Ohio, LLC (7837); BDC of South Carolina, LLC (0963); BDC of Texas, LLC (5060); CAS, LLC (9109); GSSD, LLC (9109); NDHT, LLC (7480); and BDC of Madisonville Sub, LLC (0314). The location of the Debtors’ service address is: 2807 Allen Street, Box 833, Dallas, TX 75204-4062.

1

4. On April 23, 2020, the City filed a Notice of Perfection, Maintenance and Continuation of Statutory Lien of the City of Winter Haven, Pursuant to 11 U.S.C. § 546(b)(2) [D.I. 544]. 5. On May 14, 2020, the Debtors filed a Notice of Possible Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with Sale (the “Cure Notice”) [D.I. 621] and listed the City on Exhibit A to the Cure Notice among contracts that may be assumed and assigned in connection with a sale of the Debtors’ assets. 6. The Debtors conducted an auction commencing on June 4, 2020 through June 13, 2020, and determined, in their business judgment, that New Dairy was the successful bidder pursuant to the Court-approved bidding procedures. 7. The City filed multiple objections and joinders seeking to preserve their rights in the Asserted Liens with respect to: (i) the Debtors’ bidding procedures [D.I. 623]; (ii) cure amounts owed in connection with the possible assumption and assignment of contracts [D.I. 801]; (iii) the Debtors’ auction of its assets [D.I. 859]; and (iv) the Debtors’ request for authority to obtain post-petition financing [D.I. 949] (collectively, the “Objections”). 8. On June 26, 2020, the Court entered its Order Authorizing and Approving (I) the Sale of Substantially All of the Debtors’ Assets Free and Clear of Liens, Claims, Rights, Encumbrances, and Other Interests; (II) the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and (III) Granting Related Relief (the “Sale Order”) [D.I. 918]. 9. The Sale Order provided, among other things, that: (i) objections to cure costs that remained unresolved as of the sale hearing were adjourned, Sale Order ¶ 43; and (ii) the City’s rights under its Asserted Liens were preserved pending allowance of the City’s claims, Sale Order ¶ 56.

2

10. On December 15, 2020, the Court entered the Findings of Fact, Conclusions of Law and Order Approving and Confirming the Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation of Borden Dairy Company and Its Affiliated Debtors [D.I. 1331], whereby the Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation of Borden Dairy Company and Its Affiliated Debtors [D.I. 1321] (including all exhibits and supplements thereto, and as modified or amended from time to time, the “Plan”) was confirmed. Pursuant to Section 9.3 of the Plan, the “Wind-Down Administrator” was appointed as the sole representative of the Post-Effective Date Debtors. 11. After an exchange of information and arm’s-length negotiations, the Parties have determined that it is in the best interests of all Parties to resolve any and all claims and disputes regarding the Asserted Liens, the Objections (to the extent not previously overruled or rendered moot), and payment obligations of New Dairy for Services provided to both the Debtors and New Dairy through and including February 4, 2021. The Parties have entered into a stipulation (the “Stipulation”) memorializing the agreement between the Parties. 12. A proposed form of order approving the Stipulation is attached hereto as Exhibit A (the “Proposed Order”) and the Stipulation is attached as Exhibit 1 to the Proposed Order. The Proposed Order and the Stipulation were shared with the Wind-Down Administrator and the Office of the United States Trustee, and neither object to entry of the Proposed Order.

3

WHEREFORE, the undersigned counsel respectfully requests that the Court enter the Proposed Order, substantially in the form attached hereto as Exhibit A, approving the Stipulation. Dated: May 13, 2021 SAUL EWING ARNSTEIN & LEHR LLP /s/ Lucian B. Murley Lucian B. Murley (DE Bar No. 4892) 1201 North Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6898 luke.murley@saul.com Counsel to New Dairy Opco, LLC

4