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Full title: Joinder of Mayr-Melnhof Holz Holding AG to Reply of Debtor and Official Committee of Unsecured Creditors in Support of the Joint Motion of Debtors and Official Committees of Unsecured Creditors for Entry of an Order Approving the Stipulation with Mayr-Melnhof Holz Holding AG and in Response to Objection of Carolina Sawmills, L.P.'s Thereto (related document(s)869, 906, 916) Filed by Mayr-Melnhof Holz Holding AG. (Glassman, Neil) (Entered: 08/09/2021)

Document posted on Aug 8, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

AND IN RESPONSE TO OBJECTION OF CAROLINA SAWMILLS, L.P.’S THERETO Mayr-Melnhof Holz Holding AG (“MMH”), by and through its undersigned counsel, hereby joins Klausner Lumber Two LLC, the debtor and debtor-in-possession (the “Debtor”) in the above-captioned chapter 11 case, and the official committee of unsecured creditors (the “Committee”), in their Reply of Debtor and Official Committee of Unsecured Creditors in Support of the Joint Motion of Debtors and Official Committees of Unsecured Creditors for Entry of an Order Approving the Stipulation with Mayr-Melnhof Holz Holding AG (the “Joint Reply”)Accordingly, MMH hereby requests that the Court (i) enter an order approving the Settlement Motion and settlements embodied therein which were reached by and among KL2, the Committee, Klausner Lumber One LLC (“KL1”), the official committee of unsecured creditors appointed in the KL1 bankruptcy case, and MMH with respect to MMH’s claims filed in the KL2 and KL1 bankruptcy cases and (ii) overrule the objection of Carolina Sawmills in its entirety.MMH incurred over $325,000 in qualified fees and expenses, but only $300,000 of those were reimbursed because of the terms of the asset purchase agreement between KL2 and MMH and the Court approved cap on such reimbursement.The prior receipt by MMH of the break-up fee and expense reimbursement is entirely irrelevant to MMH’s unsecured, loan-related claims against KL2 and KL1, the Settlement Motion and/or the settlements reached with KL2, KL1 and the two committees, which are now before the Court for approval.Carolina Sawmills failed to address the applicable standard for approving a settlement, (ii) there is no dispute that MMH provided millions of dollars 3 in loans prepetition on an unsecured basis that was received and used by KL2, and (iii) the settlement reduces MMH’s claim against KL2 by as much as approximately $2.4 million.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re Case No. 20-11518-KBO Klausner Lumber Two LLC, Hearing Date: August 11, 2021 at 10:00 a.m. Debtor.1 RE: D.I. 869, 906 and 916 JOINDER OF MAYR-MELNHOF HOLZ HOLDING AG TO REPLY OF DEBTOR AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS IN SUPPORT OF THE JOINT MOTION OF DEBTORS AND OFFICIAL COMMITTEES OF UNSECURED CREDITORS FOR ENTRY OF AN ORDER APPROVING THE STIPULATION WITH MAYR-MELHOG HOLZ HOLDING AG AND IN RESPONSE TO OBJECTION OF CAROLINA SAWMILLS, L.P.’S THERETO Mayr-Melnhof Holz Holding AG (“MMH”), by and through its undersigned counsel, hereby joins Klausner Lumber Two LLC, the debtor and debtor-in-possession (the “Debtor”) in the above-captioned chapter 11 case, and the official committee of unsecured creditors (the “Committee”), in their Reply of Debtor and Official Committee of Unsecured Creditors in Support of the Joint Motion of Debtors and Official Committees of Unsecured Creditors for Entry of an Order Approving the Stipulation with Mayr-Melnhof Holz Holding AG (the “Joint Reply”) [Dkt. No. 916], which was filed (i) in support of the Joint Motion of Debtors and Official Committee of Unsecured Creditors for Entry of an Order Approving the Stipulation with Mayr-Melnhof Holz Holding AG the (“Settlement Motion”) [Dkt. No. 869] and (ii) in response to Carolina Sawmills, L.P.’s (“Carolina Sawmills”) objection to the Settlement Motion [Dkt. No. 906]. 1 The last four digits of the Debtor’s federal EIN are 4897. The Debtor’s mailing address is P.O. Box C, Redding Ridge, CT 06876.

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1. MMH joins in, adopts and incorporates herein by reference, the points, authorities and arguments set forth and advanced in the Joint Reply. Accordingly, MMH hereby requests that the Court (i) enter an order approving the Settlement Motion and settlements embodied therein which were reached by and among KL2, the Committee, Klausner Lumber One LLC (“KL1”), the official committee of unsecured creditors appointed in the KL1 bankruptcy case, and MMH with respect to MMH’s claims filed in the KL2 and KL1 bankruptcy cases and (ii) overrule the objection of Carolina Sawmills in its entirety. In further support of MMH’s request, MMH makes the statements and arguments set forth below. 2. MMH extended pre-petition loans to KL2 and KL1 on an unsecured, joint and several basis and filed proofs of claim in both cases asserting claims in excess of $4.9 million against both debtors. The details of the loans, claims and settlements are described in the Settlement Motion and filed claims, as applicable. 3. MMH also served as the stalking horse bidder in the KL2 bankruptcy case. In approving MMH as the stalking horse, this Court also approved a break-up fee and expense reimbursement in favor of MMH in the event it was outbid at the KL2 auction [Dkt. No. 421]. 4. Following 25 rounds of bidding involving MMH and other bidders, MMH’s stalking horse bid of $30 million cash was bid up to $83.4 million in cash. MMH served as back-up bidder with a final bid of $82.9 million. In addition, MMH participated in the KL1 auction and served as the back-up bidder in that case after being outbid in the final round. See Declaration of J.T. Atkins in Support of the Sale of Substantially all of the Debtor’s Assets to Binder Beteiligungs AG, Acting through Binderholz Enfield LLC [Dkt. 504]. 2

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5. The records in the KL2 and KL1 cases demonstrate that MMH’s robust participation in both sale and auction processes drove significant value to the KL1 and KL2 estates, respectively. 6. MMH’s claims with respect to the pre-petition, unsecured loans it extended to KL1 and KL2 have no connection whatsoever to its role as stalking horse bidder or prior receipt of the break-up fee or expense reimbursement. There is no duplication of amounts and there is no “double dip” as asserted, without any basis or authority, by Carolina Sawmills who now seeks to conflate MMH’s loan-related claims with MMH’s prior receipt of stalking horse protections for Carolina Sawmills’ own benefit and gain. 7. MMH incurred over $325,000 in qualified fees and expenses, but only $300,000 of those were reimbursed because of the terms of the asset purchase agreement between KL2 and MMH and the Court approved cap on such reimbursement. Prior to payment, the breakdown of fees and expenses was shared with KL2 and its advisors, the Committee and its advisors, and the United States Trustee’s office, and none had an objection. Carolina Sawmills never requested this information, nor did it object at the time to the actual payment of the break-up fee and/or expense reimbursement to MMH. 8. The prior receipt by MMH of the break-up fee and expense reimbursement is entirely irrelevant to MMH’s unsecured, loan-related claims against KL2 and KL1, the Settlement Motion and/or the settlements reached with KL2, KL1 and the two committees, which are now before the Court for approval. The settlements were reached following lengthy, multi-party, arm’s-length negotiations and should be approved. 9. As stated in the Joint Reply, (i) Carolina Sawmills failed to address the applicable standard for approving a settlement, (ii) there is no dispute that MMH provided millions of dollars 3

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in loans prepetition on an unsecured basis that was received and used by KL2, and (iii) the settlement reduces MMH’s claim against KL2 by as much as approximately $2.4 million. 10. In addition, MMH would not have entered into the settlement if it did not bind all other parties-in-interest in the KL2 and KL1 bankruptcy cases. Therefore, if MMH’s claims are allowed in the KL2 and KL1 bankruptcy cases, Carolina Sawmills should not be able to retain rights to object later to MMH’s claims. 11. It is a condition to the settlement that it be approved in both the KL2 and KL1 cases. 12. MMH hereby reserves all rights to raise additional arguments at or prior to the hearing on the Settlement Motion. WHEREFORE, MMH respectfully requests that the Court (i) overrule the objection of Carolina Sawmills in its entirety, (ii) enter an order approving the Settlement Motion and settlements reached with KL2, KL1 and the committees, and (iii) grant such other and further relief as the Court deems just and proper. Remainder of page intentionally left blank. 4

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Dated: August 9, 2021 BAYARD, P.A. Wilmington, Delaware /s/ Neil B. Glassman Neil B. Glassman (No. 2087) 600 N. King Street, Suite 400 Wilmington, Delaware 19801 Phone: (302) 655-5000 Email: glassman@bayardlaw.com -and- Pieter Van Tol (admission pro hac vice pending) Christopher R. Bryant (admission pro hac vice pending) HOGAN LOVELLS US LLP 390 Madison Avenue New York, New York 10017 Telephone: (212) 918-3000 Attorneys for Mayr-Melnhof Holz Holding AG 5

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