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Full title: Declaration in Support Declaration of Nat Wasserstein in Support of Joint Motion of Debtors and Official Committees of Unsecured Creditors for Entry of an Order Approving the Stipulation with Mayr-Melnhof Holz Holding AG Filed by Klausner Lumber One LLC. (Butz, Daniel) (Entered: 07/21/2021)

Document posted on Jul 20, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

After the KL2 Petition Date, MMH filed proof of claim number 90 (the “KL2 Claim”) against KL2 alleging an unsecured claim in the amount of $4,990,643.30 based upon, inter alia, loans extended by MMH to KL2, KL1, and certain of their non-debtor affiliates on a joint and several basis.After MMH filed the KL1 Claim and the KL2 Claim, it was my understanding with counsel that professionals for KL1, the KL1 Committee, KL2, and the KL2 Committee discussed the various issues concerning the KL1 Claim and KL2 Claim and it was agreed that the KL1 Committee and KL2 Committee would lead negotiations with MMH regarding the issues concerning the KL1 Claim and whether the Parties could achieve an amicable resolution of those issues with MMH. 13.I have been further advised that both the KL1 Committee and KL2 Committee also raised with MMH that the KL1 Claim and KL2 Claim, based on the underlying instruments giving rise to such claims, could be avoidable as constructively fraudulent transfers under sections 548 and 544 of the Bankruptcy Code. Based upon discussions with counsel, it is my understanding that MMH disputed the assertions raised by the KL1 Committee and KL2 Committee, but, nevertheless, with its own advisors and the advisors for KL1, the KL1 Committee, KL2, the KL2 Committee engaged in good faith, arm’s-length negotiations over several months to attempt to resolve the issues raised by KL1, the KL1 Committee, KL2 and KL2 Committee concerning the KL1 Claim and KL2 Claim.Based upon my discussions with counsel, it is my understanding that these negotiations between the Parties resulted in the Stipulation, which, among other things, provides for a consensual resolution of the issues that KL1, the KL1 Committee, KL2, and the KL2 Committee had with the KL1 Claim and the KL2 Claim without the time and expense of litigation.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 KLAUSNER LUMBER ONE LLC, Case No. 20-11033 (KBO) Debtor.1 In re: Chapter 11 KLAUSNER LUMBER TWO LLC, Case No. 20-11518 (KBO) Debtor.2 DECLARATION OF NAT WASSERSTEIN IN SUPPORT OFJOINT MOTION OF DEBTORS AND OFFICIAL COMMITTEES OF UNSECURED CREDITORS FOR ENTRY OF AN ORDER APPROVING THE STIPULATION WITH MAYR-MELNHOF HOLZ HOLDING AG I, Nat Wasserstein, being duly sworn, declare under penalty of perjury: 1. I submit this Declaration 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 “Motion”)3 to which this Declaration is attached. 2. This Declaration is intended to provide factual support for the proposed settlement by and among Klausner Lumber One LLC (“KL1”), the Official Committee of Unsecured Creditors of KL1 (the “KL1 Committee”), Klausner Lumber Two LLC (“KL2”), the Official Committee of Unsecured Creditors of KL2 (the “KL2 Committee”), and Mayr-Melnhof Holz 1 The last four digits of the federal EIN of Klausner Lumber One LLC is 9109, and its mailing address is Klausner Lumber One LLC, P.O. Box 878, Middleburg, VA 20118. 2 The last four digits of the federal EIN of Klausner Lumber Two LLC is 4897, and its mailing address is Klausner Lumber Two LLC, P.O. Box C, Redding Ridge, CT 06876. 3 Capitalized terms not specifically defined herein have the meanings ascribed to such terms in the Motion.

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Holding AG (“MMH”).4 The terms of such settlement are forth in that certain Stipulation attached to the Motion as Exhibit 1 (the “Stipulation”). 3. Except as otherwise indicated, all facts set forth in this declaration are based upon my personal knowledge of KL1’s operation and finances, information learned from my review of relevant documents, and information I have received from other members of KL1’s management team and KL1’s advisors. 4. I am over the age of 18 and authorized to submit this declaration (this “Declaration”) on behalf of KL1. If called to testify, I could and would competently testify to the facts and opinions as set forth in this Declaration. Background and Credentials 5. On May 1, 2020, I was appointed, and accepted the position, as an independent director of the Board of Directors of KL1. I have over twenty five (25) years’ of experience at the highest levels of business and complex finance. 6. As an independent director, I am an impartial member of KL1’s Board of Directors. 7. Prior to my appointment, I had no connections with KL1 or KL1’s management. 8. Separately from the rest of the Board of Directors, KL1’s advisors have kept me apprised of what is happening in the KL1 Chapter 11 Case by providing me with frequent updates about the progress of KL1’s efforts. 9. In my role as independent director, I am required to act as to any matters, which, pursuant to Delaware law, would require consideration, advice, consent, action, or other matters by a director which is independent of KL1, its insiders, or affiliates. 4 KL1, the KL1 Committee, KL2, the KL2 Committee, and MMH are referred to collectively as the “Parties”.

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Settlement Efforts 10. After the KL1 Petition Date, MMH filed proof of claim number 196 (the “KL1 Claim”) against KL1, amending and superseding proof of claim number 192, which amended and superseded claim number 32. The KL1 Claim alleges an unsecured claim in the amount of $4,978,689.89 based upon, inter alia, prepetition loans extended by MMH to KL1, KL2, and certain of their non-debtor affiliates on a joint and several basis. 11. After the KL2 Petition Date, MMH filed proof of claim number 90 (the “KL2 Claim”) against KL2 alleging an unsecured claim in the amount of $4,990,643.30 based upon, inter alia, loans extended by MMH to KL2, KL1, and certain of their non-debtor affiliates on a joint and several basis. 12. After MMH filed the KL1 Claim and the KL2 Claim, it was my understanding with counsel that professionals for KL1, the KL1 Committee, KL2, and the KL2 Committee discussed the various issues concerning the KL1 Claim and KL2 Claim and it was agreed that the KL1 Committee and KL2 Committee would lead negotiations with MMH regarding the issues concerning the KL1 Claim and whether the Parties could achieve an amicable resolution of those issues with MMH. 13. I have been advised that both the KL1 Committee and the KL2 Committee, through their respective counsel, contacted MMH and raised issues that they and KL1 and KL2, respectively, had regarding the KL1 Claim and the KL2 Claim, including the alleged duplicative nature of these claims against KL1 and KL2 and the inclusion of certain advances made by MMH to KL2 which were ncluded in the KL1 Claim and certain advances made by MMH to KL1 which were included in the KL2 Claim. 14. I have been further advised that both the KL1 Committee and KL2 Committee also raised with MMH that the KL1 Claim and KL2 Claim, based on the underlying instruments giving

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rise to such claims, could be avoidable as constructively fraudulent transfers under sections 548 and 544 of the Bankruptcy Code. 15. Based upon discussions with counsel, it is my understanding that MMH disputed the assertions raised by the KL1 Committee and KL2 Committee, but, nevertheless, with its own advisors and the advisors for KL1, the KL1 Committee, KL2, the KL2 Committee engaged in good faith, arm’s-length negotiations over several months to attempt to resolve the issues raised by KL1, the KL1 Committee, KL2 and KL2 Committee concerning the KL1 Claim and KL2 Claim. 16. Based upon my discussions with counsel, it is my understanding that these negotiations between the Parties resulted in the Stipulation, which, among other things, provides for a consensual resolution of the issues that KL1, the KL1 Committee, KL2, and the KL2 Committee had with the KL1 Claim and the KL2 Claim without the time and expense of litigation. 17. Prior to the date hereof, KL1’s professionals presented me with the terms of the Stipulation and advised me concerning the extent and scope of the Parties’ prior negotiations and the alternatives of not settling with MMH, including the costs and expenses to the estate associated with litigating with MMH , the time and delay associated with such litigation and the risks that the KL1 Claim could be allowed in full absent the settlement embodied in the Stipulation. 18. After consideration of the Stipulation and the alternatives to settlement, I believe the terms of the Stipulation are fair and reasonable. 19. The Stipulation avoids the unnecessary delays, uncertainty, and expense associated with litigation or a piecemeal resolution of the KL1 Claim and the KL2 Claim. 20. Moreover, the proposed Stipulation benefits KL1 by resolving one of the largest (if, not the largest) remaining unsecured claims at an amount that benefits all holders of allowed unsecured claims and helps to maximize returns to all holders of allowed unsecured claims.

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21. In sum, it is my professional opinion that entry into the Stipulation is a sound exercise of KL1’s business judgment. I declare under penalty of perjury under the laws of the State of Delaware that the foregoing is true and correct. Executed this 16th day of July, 2021. Nat Wasserstein

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