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Full title: Motion to Approve Compromise Motion of Litigation Trustee For Approval of Settlement and Compromise Pursuant to Federal Rule of Bankruptcy Procedure 9019 filed by Scott A Ziluck on behalf of Donna H. Lieberman, as Litigation Trustee of Miami Metals Litigatoin Trust with hearing to be held on 7/1/2021 at 11:00 AM at Courtroom 701 (SHL) Responses due by 6/24/2021,. (Attachments: # 1 Exhibit Exhibit A- Proposed Order # 2 Exhibit Exhibit B- Settlement Agreement) (Ziluck, Scott) (Entered: 06/04/2021)

Document posted on Jun 3, 2021 in the bankruptcy, 13 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Debtors and the Senior Lenders asserted, and Deb Schott disputes, that Deb Schott’s business relationship with the Debtors was governed by the Debtors’ Standard Terms and General Operating Conditions (the “Standard Terms”).Trust shall be authorized to make a pro rata distribution to Deb Schott from the 503(b)(9) Fund (as defined in the Plan) on account of the Allowed 503(b)(9) Claim; and (iii) all other claims of Deb Schott shall be disallowed; and (iv) the Litigation Trust shall be authorized to instruct the claims agent, Donlin Recano & Company, Inc., to enter the Allowed 503(b)(9) Claim in the claims register and to expunge all other Deb Schott claims from the claims register (including the Upon the Effective Date, Deb Schott, on behalf of itself and each Deb Schott Entity, hereby irrevocably waives, releases and discharges all Claims against each Trust/Lender Entity based in whole or in part upon any act or omission, transaction, or occurrence with respect to the Standard Terms, the Without this settlement, the Litigation Trustee, Deb Schott and the Senior Lenders (as applicable) will incur costs in litigating Deb Schott’s Customer Statement, as well as issues related to Deb Schott’s Reclamation Demand and Proofs of Claim.Claim, thereby reducing the pool of administrative expense claims asserted against the Debtors under section 503(b)(9) of the Bankruptcy Code, and eliminates all other Deb Schott claims.

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HALPERIN BATTAGLIA BENZIJA, LLP 40 Wall Street, 37th Floor New York, New York 10001 Telephone: (212) 765-9100 Facsimile: (212) 765-0964 Scott A. Ziluck, Esq. sziluck@halperinlaw.net Counsel for the Litigation Trustee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------- X : Chapter 11 In re: : Case No. 18-13359 (SHL) MIAMI METALS I, INC.,1 : Debtor. : -------------------------------------- X NOTICE OF HEARING ON APPROVAL OF SETTLEMENT AND COMPROMISE PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 9019 PLEASE TAKE NOTICE that Donna H. Lieberman, in her capacity as the litigation trustee of the Miami Metals Litigation Trust (the “Litigation Trustee”), by and through her undersigned counsel, hereby files this Motion for Approval of Settlement and Compromise Pursuant to Federal Rule of Bankruptcy Procedure 9019 (the “Motion”) seeking approval of the settlement agreement entered into by and among the Litigation Trustee, the Senior Lenders (as defined in the Motion) and Deb Schott, Inc. d/b/a Poplar Jewelry and Pawn (“Deb Schott”). PLEASE TAKE FURTHER NOTICE that a hearing on the Motion in the above-captioned case will be held before the Honorable Sean H. Lane, United States Bankruptcy Judge 1 The last four digits of the Debtor's federal tax identification number are 3194. The chapter 11 cases of Miami Metals I, Inc.’s affiliates have been either dismissed or closed.

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in the United States Bankruptcy Court for the Southern District of New York, telephonically, on July 1, 2021 at 11:00 a.m. (Prevailing Eastern Time) (the “Hearing”), or as soon thereafter as counsel may be heard. PLEASE TAKE FURTHER NOTICE that the Bankruptcy Court has entered General Order M-543 in order to protect public health, and in recognition of the national emergency that was declared by the President of the United States on March 13, 2020, the Bankruptcy Court has ordered all hearings to be conducted telephonically. If you wish to appear at, or attend, the hearing, please refer to the Bankruptcy Judge’s guidelines for telephonic appearances at www.nysb.uscourts.gov and make arrangement with Court Solutions LLC at (646) 760-4600 or https://court-solutions.com/. PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion (the “Objections”) must: (i) be made in writing, (ii) state with particularity the grounds therefore, (iii) be filed in accordance with the electronic filing procedures for the United States Bankruptcy Court for the Southern District of New York, with proof of service, with a courtesy copy delivered by mail or email to the Chambers of the Honorable Sean H. Lane, One Bowling Green New York, New York 10004; and (iv) served upon (a) Donna H. Lieberman, Esq. and Scott Ziluck, Halperin Battaglia Benzija, LLP, 40 Wall Street, 37th Floor, New York, New York 10005, dlieberman@halperinlaw.net and sziluck@halperinlaw.net; (b) counsel to the Senior Lenders, Luskin Stern & Eisler LLP, 50 Main Street, Suite 1640, White Plains, NY 10606 (Attn: Michael Luskin, Esq., luskin@lsellp.com and Alex Talesnick, Esq., talesnick@lsellp.com); (c) counsel to Deb Schott, Green & Sklarz LLC, One Audubon, 3rd Floor, New Haven, Connecticut 06511 (Attn: Kellianne Baranowsky, kbaranowsky@gs-lawfirm.com); (d) the Office of the United States Trustee for the Southern District of New York, U.S. Federal Office

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Building, 201 Varick Street, Suite 1006, New York, New York 10014 (Attn: Shannon Scott, Esq.); and (e) any party who requested service of pleadings in these chapter 11 cases after January 7, 2020; so as to be received no later than 5:00 p.m. (prevailing Eastern Time) on June 24, 2021 (the “Objection Deadline”). PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served with respect to the Motion, the Litigation Trustee may, on or after the Objection Deadline, submit to the Bankruptcy Court an order substantially in the form of the proposed order annexed to the Motion, which order may be entered with no further notice or opportunity to be heard. Dated: June 4, 2021 New York, New York HALPERIN BATTAGLIA BENZIJA, LLP By:___/s/ Scott A. Ziluck_________ 40 Wall Street, 37th Floor New York, New York 10001 Telephone: (212) 765-9100 Facsimile: (212) 765-0964 Scott A. Ziluck, Esq. sziluck@halperinlaw.net Counsel to the Litigation Trustee

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HALPERIN BATTAGLIA BENZIJA, LLP 40 Wall Street, 37th Floor New York, New York 10001 Telephone: (212) 765-9100 Facsimile: (212) 765-0964 Scott A. Ziluck, Esq. sziluck@halperinlaw.net Counsel for the Litigation Trustee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------- X : Chapter 11 In re: : Case No. 18-13359 (SHL) : MIAMI METALS I, INC.,1 : Debtor. -------------------------------------- X MOTION OF LITIGATION TRUSTEE FOR APPROVAL OF SETTLEMENT AND COMPROMISE PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 9019 TO THE HONORABLE SEAN H. LANE, UNITED STATES BANKRUPTCY JUDGE: Donna H. Lieberman, in her capacity as the litigation trustee of the Miami Metals Litigation Trust (the “Litigation Trustee”), by and through her undersigned counsel, hereby files this Motion for Approval of Settlement and Compromise pursuant to Federal Rule of Bankruptcy Procedure 9019 (the “Motion”), seeking entry of an order substantially in the form annexed hereto as Exhibit A (the “Proposed Order”), approving the Settlement Agreement (the “Settlement Agreement”) by and among the Litigation Trustee, the Senior Lenders (as defined 1 The last four digits of the Debtor's federal tax identification number are 3194. The chapter 11 cases of Miami Metals I, Inc.’s affiliates have been either dismissed or closed.

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below) and Deb Schott, Inc. d/b/a Poplar Jewelry and Pawn (“Deb Schott”), a copy of which is attached hereto as Exhibit B. In support thereof, the Litigation Trustee respectfully states: BACKGROUND 1. On November 2, 2018 and November 21, 2018 (the “Petition Dates”), Miami Metals I, Inc. (f/k/a Republic Metals Refining Corporation) and certain of its affiliates (collectively, the “Debtors”) commenced chapter 11 cases (the “Chapter 11 Cases”) under title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”). 2. Coöperatieve Rabobank U.A., New York Branch, Brown Brothers Harriman & Co., Bank Hapoalim B.M., Mitsubishi International Corporation, ICBC Standard Bank Plc, Techemet Metal Trading LLC and Hain Capital Investors Master Fund, Ltd. (collectively, the “Senior Lenders”) are each party to a credit agreement, master netting agreement or lease agreement with the Debtors entered into prior to the Petition Dates with the obligations thereunder secured by valid and perfected liens on substantially all of the Debtors’ assets, including the Debtors’ inventory and the Debtors’ cash. 3. Numerous of the Debtors’ customers (including Deb Schott) objected to the Debtors’ cash collateral stipulations with the Senior Lenders on the basis that certain of the Debtors’ precious metal inventory and the cash proceeds from the sale of the same were property of such customers rather than property of the Debtors’ estates, giving rise to a dispute (the “Ownership Dispute”) concerning the ownership of such assets. The adjudication of the Ownership Dispute is governed by uniform procedures approved by the Bankruptcy Court (as amended, the “Uniform Procedures”) [Docket Nos. 395, 913 and 1516]. 4. The Debtors and the Senior Lenders asserted, and Deb Schott disputes, that Deb Schott’s business relationship with the Debtors was governed by the Debtors’ Standard Terms

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and General Operating Conditions (the “Standard Terms”). 5. Deb Schott asserted that it retained ownership to the precious metals it delivered to the Debtors (the “Disputed Materials”) and that such metals and the proceeds thereof are not property of the Debtors’ estates. 6. The Debtors and the Senior Lenders asserted that the Debtors own the Disputed Materials and that such materials and the proceeds thereof were property of the Debtors’ estates as of the Petition Dates and are subject to the liens of the Senior Lenders. 7. On November 19, 2018, Deb Schott delivered a letter making a reclamation demand to the Debtors (the “Reclamation Demand”) [Docket No. 111]. 8. On January 18, 2019, Deb Schott filed its Customer Statement of Claimed Ownership Interest and Claims by Deb Schott, Inc. (the “Initial Customer Statement”) [Docket No. 475] pursuant to the Uniform Procedures which asserted, among other things, Deb Schott’s ownership claim to the Disputed Materials (the “Ownership Claim”). 9. On March 11, 2019, Deb Schott filed an amendment to the Initial Customer Statement [Docket No. 748] (the “Supplemental Customer Statement” and together with the Initial Customer Statement, the “Customer Statement”). 10. On April 11, 2019, Deb Schott filed (i) proof of claim no. 356 against Miami Metals VII LLC (f/k/a RMC2, LLC) (“RMC2”) asserting a $136,227.31 unsecured claim; (ii) proof of claim no. 357 against Miami Metals II, Inc. (f/k/a Republic Metals Corporation) asserting a $136,227.31 unsecured claim; and (iii) proof of claim no. 358 against RMC2 asserting a $136,227.31 administrative expense claim under section 503(b)(9) of the Bankruptcy Code (collectively, the “Proofs of Claim”). 11. On April 11, 2019, the Bankruptcy Court entered an order [Docket No. 1262]

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granting Deb Schott an allowed $136,227.00 administrative expense claim under section 503(b)(9) of the Bankruptcy Code contingent upon the disposition of the Ownership Claim (the “Contingent 503(b)(9) Claim”). 12. On April 19, 2019, the Debtors and the Senior Lenders filed a joint motion for summary judgment (the “MSJ”) [Docket No. 937] seeking, among other things, to dismiss the Customer Statement as a “Bucket 1” ownership claim. 13. On August 9, 2019, the Bankruptcy Court issued its Memorandum of Decision granting the MSJ in part. 14. On December 23, 2019, the Bankruptcy Court entered an order [Docket No. 1668] (the “Confirmation Order”) confirming the Second Amended Joint Chapter 11 Plan of Liquidation of the Debtors (the “Plan”), and the Plan became effective on January 7, 2020 (the “Plan Effective Date”). 15. Pursuant to an Escrow Agreement effective December 30, 2019 the sum of $136,228 was deposited into escrow with Bank Leumi USA (the “Escrow Agent”) pending the outcome of the Ownership Claim (the “Escrow”). 16. On the Plan Effective Date, in accordance with the Plan, the Confirmation Order and a Litigation Trust Agreement (the “Trust Agreement”), all of the Debtors’ claims and rights against third parties, including avoidance actions under chapter 5 of the Bankruptcy Code, were transferred and became vested in the Litigation Trust and the Litigation Trustee was appointed. 17. Pursuant to the terms of the Plan and Trust Agreement, the Litigation Trustee has the exclusive authority to maintain, prosecute, settle, dismiss, abandon, or otherwise dispose of such aforementioned claims and causes of action. In addition, any settlement that involves the resolution of a Title Property Claim (as defined in the Plan) such as the Ownership Claim must

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be approved by the Court. 18. In addition, the Litigation Trust holds certain funds earmarked for distribution (on a pro rata basis) to holders of allowed 503(b)(9) claims. Pending the resolution of the outcome of the Ownership Claim, the Litigation Trust has reserved funds representing 10.5% of the amount of the Deb Schott 503(b)(9) claim, that being the percentage distribution from the 503(b)(9) fund. (The percentage was calculated by dividing the amount in the fund by the aggregate of allowed 503(b)(9) claims and unresolved 503(b)(9) claims.) JURISDICTION AND VENUE 19. The Court has jurisdiction over this Motion 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 January 31, 2012 and Section 13.1 of the Plan. 20. This is a core proceeding pursuant to 28 U.S.C. § 157(b) and venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 21. The Court has authority to grant the relief request in this Motion pursuant to section 105(a) of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure. RELIEF REQUESTED 22. By this motion, the Litigation Trustee seeks the entry of an order, pursuant to section 105 of the Bankruptcy Code and Bankruptcy Rule 9019, authorizing and approving the Settlement Agreement, including but not limited to the following material terms:2 (a) Ownership Dispute. Upon the Effective Date: (i) the Reclamation Demand, the Customer Statement and the Ownership Claim shall be deemed immediately withdrawn with prejudice; 2 Interested parties should refer to the Settlement Agreement for a complete recitation of its terms. Except as otherwise noted herein, capitalized terms from the Settlement Agreement are incorporated by reference herein.

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(ii) the Escrow Agent shall be authorized and directed to release $6,811.35 to Deb Schott in immediately available funds from the Escrow; and (iii) the Escrow Agent shall be authorized and directed to release $129,415.65 to the Senior Lenders in immediately available funds from the Escrow. (b) Allowed 503(b)(9) Claim. Upon the Effective Date: (i) the Contingent 503(b)(9) Claim shall be reduced to $129,415.65 and shall constitute an allowed administrative expense claim against the Debtors under section 503(b)(9) of the Bankruptcy Code (the “Allowed 503(b)(9) Claim”); (ii) the Litigation Trust shall be authorized to make a pro rata distribution to Deb Schott from the 503(b)(9) Fund (as defined in the Plan) on account of the Allowed 503(b)(9) Claim; and (iii) all other claims of Deb Schott shall be disallowed; and (iv) the Litigation Trust shall be authorized to instruct the claims agent, Donlin Recano & Company, Inc., to enter the Allowed 503(b)(9) Claim in the claims register and to expunge all other Deb Schott claims from the claims register (including the Proofs of Claim and any other claims scheduled by the Debtors). (c) Mutual Releases. (i) Upon the Effective Date, the Litigation Trustee, on behalf of the Litigation Trust, and the Senior Lenders, each on behalf of itself, its respective successors and assigns and each of their respective affiliates, subsidiaries, employees, directors, officers, members, agents, advisors or counsel (each in their capacity as such) (collectively, the “Trust/Lender Entities”), hereby irrevocably waives, releases and discharges all claims, obligations, suits, judgments, remedies, damages, demands, debts, rights, causes of action, and liabilities that the Trust/Lender Entities have, may have or are entitled to assert, whether known or unknown, liquidated or unliquidated, fixed or contingent, foreseen or unforeseen, matured or unmatured, in law, equity, or otherwise, including, without limitation, all claims under chapter 5 of the Bankruptcy Code and state fraudulent conveyance, fraudulent transfer and other similar state laws (each, a “Claim”), against Deb Schott, and each of its affiliates, subsidiaries, employees, directors, officers, members, agents, advisors and counsel (each in their capacity as such) (collectively, the “Deb Schott Entities”), based in whole or in part upon any act or omission, transaction, or occurrence with respect to the Standard Terms and the Disputed Materials;

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provided, however, that the foregoing shall not release or discharge (i) any obligations arising under and pursuant to the Settlement Agreement, or (ii) any claims relating to any breach of the obligations arising under and pursuant to the Settlement Agreement. (ii) Upon the Effective Date, Deb Schott, on behalf of itself and each Deb Schott Entity, hereby irrevocably waives, releases and discharges all Claims against each Trust/Lender Entity based in whole or in part upon any act or omission, transaction, or occurrence with respect to the Standard Terms, the Disputed Materials, the Ownership Dispute, the Secured Credit/Lease Documents, the Prepetition Obligations, the Prepetition Liens and the Cash Collateral Motion; provided, however, that the foregoing shall not release or discharge (i) any obligations arising under and pursuant to the Settlement Agreement, (ii) the Allowed 503(b)(9) Claim or (iii) any claims relating to any breach of the obligations arising under and pursuant to the Settlement Agreement. BASIS FOR RELIEF REQUESTED 23. Section 105(a) of the Bankruptcy Code provides, in pertinent part, that “[t]he court may issue any order . . . necessary or appropriate to carry out the provisions of [the Bankruptcy Code].” In turn, Rule 9019(a) provides that “[o]n motion by the [debtor-in-possession] and after notice and a hearing, the court may approve a compromise or settlement.” Fed. R. Bankr. P. 9019(a). “The decision of whether to approve a proposed settlement lies within the sound discretion of the bankruptcy court.” In re Stanwich Fin. Servs. Corp., 377 B.R. 432, 436 (Bankr. D. Conn. 2007) (citing In re Adelphia Commc’ns Corp., 327 B.R. 143, 159 (Bankr. S.D.N.Y. 2005)). However, compromises are favored in bankruptcy. In re Adelphia Commc’ns Corp., 361 B.R. 337, 349 (S.D.N.Y. 2007); In re Key3Media Group, Inc., 336 B.R. 87, 93 (Bankr. D. Del. 2005). The Court should approve a compromise when it is fair and equitable, and in the best interests of the estate. In re Liu, 166 F.2d 1200 (2d Cir. 1998). 24. The Second Circuit has summarized the factors that a court must consider when deciding whether a settlement falls above or below the lowest point in the range of reasonableness, as follows: (1) the balance between the litigation’s possibility of success and the

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settlement’s future benefits; (2) the likelihood of complex and protracted litigation, “with its attendant expense, inconvenience and delay,” including the difficulty in collecting on the judgment; (3) “the paramount interests of the creditors,” including each affected class’s relative benefits “and the degree to which creditors either do not object to or affirmatively support the proposed settlement”; (4) whether other parties in interest support the settlement; (5) the “competency and experience of counsel” supporting, and “[t]he experience and knowledge of the bankruptcy court judge” reviewing, the settlement; (6) “the nature and breadth of releases to be obtained by officers and directors”; and (7) “the extent to which the settlement is the product of arms’ length bargaining.” Motorola, Inc. v. Official Comm. of Unsecured Creditors (In re Iridium Operating LLC), 478 F.3d 452, 462 (2d Cir. 2007) (quoting In re WorldCom, Inc., 347 B.R. 123, 137 (Bankr. S.D.N.Y. 2006)). 25. The factors militate in favor of approving the Settlement Agreement with Deb Schott. 26. Without this settlement, the Litigation Trustee, Deb Schott and the Senior Lenders (as applicable) will incur costs in litigating Deb Schott’s Customer Statement, as well as issues related to Deb Schott’s Reclamation Demand and Proofs of Claim. The interests of the creditors are served by the reduction of administrative expenses. Moreover, the results of any litigation, particularly one as complex as the Ownership Dispute with Deb Schott, are uncertain. While the Senior Lenders believe that they would prevail in the Ownership Dispute, there are substantial risks associated with litigating the Ownership Dispute with Deb Schott to its conclusion (including potentially through any appeals). 27. The Litigation Trustee, Deb Schott and the Senior Lenders are each represented by sophisticated counsel, all of whom performed detailed analyses on the claims released as part

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of the Settlement Agreement and were involved in the negotiation of the settlement terms underlying the Settlement Agreement. 28. The Settlement Agreement is the result of arm’s length bargaining and the product of voluntary and independent negotiations by and among the Litigation Trustee, Deb Schott and the Senior Lenders. No special relationships among the parties exist. Upon information and belief, neither the parties, nor their counsel, are related or affiliates of the other. 29. The Settlement Agreement is in the best interest of the Litigation Trust,, creditors and interested parties because the Settlement Agreement reduces and liquidates the Contingent 503(b)(9) Claim, thereby reducing the pool of administrative expense claims asserted against the Debtors under section 503(b)(9) of the Bankruptcy Code, and eliminates all other Deb Schott claims. 30. Finally, the Senior Lenders and Deb Schott, as the economic interest holders to the Ownership Dispute litigation, support approval of the Settlement Agreement. 31. Accordingly, the Litigation Trustee respectfully requests that the Court grant this Motion and approve the Settlement Agreement. WAIVER OF MEMORANDUM 32. Since the statutory provisions and authorities relied upon in support of this Motion are set forth herein, the Litigation Trustee respectfully submits that this Motion satisfies the requirement of Rule 9013-1(a) of the Local Bankruptcy Rules of the Southern District of New York. NO PRIOR REQUEST 33. No prior motion for the relief requested herein has been made to this Court or any other court.

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CONCLUSION WHEREFORE, for the reasons set forth above, Litigation Trustee respectfully requests that the Court enter an Order in substantially in the form attached hereto as Exhibit A (i) approving the Settlement Agreement and (ii) granting such other and further relief as requested herein or as the Court otherwise deems necessary and appropriate. Dated: June 4, 2021 New York, New York HALPERIN BATTAGLIA BENZIJA, LLP 40 Wall Street, 37th Floor New York, New York 10001 Telephone: (212) 765-9100 Facsimile: (212) 765-0964 Scott A. Ziluck, Esq. sziluck@halperinlaw.net Counsel to the Litigation Trustee

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