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Full title: Stipulation By Westmoreland Coal Company and Ohio Department of Taxation. Does this document include an agreed order or otherwise request that the judge sign a document? Yes. (Filed By Westmoreland Coal Company ).(Related document(s):3153 Objection to Claim) (Anaya, Vienna) (Entered: 01/26/2021)

Document posted on Jan 25, 2021 in the bankruptcy, 8 pages and 0 tables.

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THE OHIO DEPARTMENT OF TAXATION AND RELATED MATTERS Jeffrey S. Stein, the Plan Administrator for the WLB Liquidating Trust (the “WLB Plan Administrator”) in the above-captioned cases, and the Ohio Department of Taxation (“Ohio DOT,” and together, with the WLB Plan Administrator, the “Parties”) hereby enter into this stipulation and order (this “Stipulation and Agreed Order”) as follows: WHEREAS, the sale contemplated under the Buckingham Sale Order (the “Buckingham Sale”), which included the sale of substantially all of the assets of Debtor Buckingham Coal Company, LLC (“Buckingham”), closed on February 11, 2019 (the “Closing Date”); WHEREAS, on March 2, 2019, the Bankruptcy Court entered the Order Confirming the Amended Joint Chapter 11 Plan of Westmoreland Coal Company and Certain of Its Debtor Affiliates (the “Confirmation Order”)[ECF No. 1608]; WHEREAS, as of the WLB Effective Date, the WLB Debtors irrevocably transferred all of their rights, title, and interest in and to the Liquidating Trust Assets (as defined in the WLB Plan) to the WLB Liquidating Trust and executed the WLB Liquidating Trust Agreement, appointing Jeffrey S. Stein as the WLB Plan Administrator and Cullen D. Speckhart as the WLB Claims Administrator (the “WLB Claims Administrator”) of the WLB Liquidating Trust; WHEREAS, pursuant to the WLB Plan and the WLB Liquidating Trust Agreement, the WLB Plan Administrator supervises and administers the resolution, settlement, and/or payment of all allowed claims against the WLB Debtors’ Estates other than the general unsecured claims, the administration, resolution, settlement and payment of which is within the purview of the WLB Claims Administrator, as more fully set forth therein; WHEREAS, on April 8, 2019, the Ohio DOT filed Proof of Claim No. 63-1 (DRC Claim No. 1357) against Debtor Buckingham on the claims register in Case No. 18-35675 in the total amount of $154,952.06 (the “Ohio Claim”), of which (i) $48,266.32 was asserted as a priority unsecured claim under 11 U.S.C. § 507(a) for estimated use taxes and interest due from October 1, 2015 through October 9, 2018 (the “Priority Claim”); and (ii) $106,685.74 was asserted as a general unsecured claim for estimated use taxes, interest, and penalties, from October 1, 2012 through September 30, 2015 and penalties from October 1, 2015 through October 9, 2018 (the “General Unsecured Claim”); WHEREAS, on October 13, 2020, the WLB Plan Administrator filed the WLB Plan Administrator’s Amended Objection to Proof of Claim No.The WLB Plan Administrator hereby agrees to pay to the Ohio DOT the amount of $6,500.00, on or before seven (7) days from entry of this Stipulation and Agreed Order (the “Claim Settlement Payment”) on the docket in these cases, in full and final satisfaction of the Priority Claim portion of the Ohio Claim (DRC Claim No. 1357) and all amounts due or potentially due to Ohio DOT by the WLB Plan Administrator or the WLB Debtors. Except as provided in paragraph

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § WESTMORELAND COAL COMPANY, et al.1 § Case No. 18-35672 (DRJ) § Debtors. § (Jointly Administered) § Re: ECF No. 3153 STIPULATION AND AGREED ORDER RESOLVING WLB PLAN ADMINISTRATOR’S OBJECTION TO AND THE PROOF OF CLAIM NO. 63-1 (DRC CLAIM NO. 1357) FILED BY THE OHIO DEPARTMENT OF TAXATION AND RELATED MATTERS Jeffrey S. Stein, the Plan Administrator for the WLB Liquidating Trust (the “WLB Plan Administrator”) in the above-captioned cases, and the Ohio Department of Taxation (“Ohio DOT,” and together, with the WLB Plan Administrator, the “Parties”) hereby enter into this stipulation and order (this “Stipulation and Agreed Order”) as follows: WHEREAS, on October 9, 2018 (the “Petition Date”), the WLB Debtors2 and the WMLP Debtors3 (collectively, with the WLB Debtors, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). These chapter 11 1 Due to the large number of debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the debtors and the last four digits of their tax identification, registration, or like numbers is not provided herein. A complete list of such information may be obtained on the website of the claims and noticing agent in these chapter 11 cases at www.donlinrecano.com/westmoreland. Westmoreland Coal Company's service address for the purposes of these chapter 11 cases is 9540 South Maroon Circle, Suite 300, Englewood, Colorado 80112. 2 “WLB Debtors” means all Debtors except for Westmoreland Resources GP, LLC, Westmoreland Resource Partners, LP (“WMLP”), and WMLP’s subsidiaries (collectively with WMLP, the “WMLP Debtors,” and together with the WLB Debtors, the “Debtors”). 3 Specifically, the WMLP Debtors are: (a) WMLP; (b) Westmoreland Kemmerer, LLC; (c) Oxford Mining Company, LLC; (d) Harrison Resources, LLC; (e) Oxford Mining Company-Kentucky, LLC; (f) Daron Coal Company, LLC; (g) Oxford Conesville, LLC; and (h) Westmoreland Kemmerer Fee Coal Holdings, LLC.

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cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b) [ECF No. 71]; WHEREAS, on October 18, 2018, the United States Trustee for the Southern District of Texas (the “U.S. Trustee”) appointed an official committee of unsecured creditors pursuant to § 1102 of the Bankruptcy Code (the “Committee”) [ECF No. 206]; WHEREAS, the Bankruptcy Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334, this matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2), and venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409; WHEREAS, on February 5, 2019, the Bankruptcy Court entered the Order Approving Joint Expedited Motion of the WLB Debtors and the WMLP Debtors for Entry of an Order (I) Approving the Sale of (A) Substantially All of the Assets of Oxford Mining Company, LLC, and Certain of Its Subsidiaries and (B) the Buckingham Mine (II) Authorizing the Assumption and Assignment of Executory Contracts and Unexpired Leases in Connection Therewith and (III) Granting Related Relief, Including Approval of the Related Sale Process [ECF No. 1289] (the “Buckingham Sale Order”); WHEREAS, the sale contemplated under the Buckingham Sale Order (the “Buckingham Sale”), which included the sale of substantially all of the assets of Debtor Buckingham Coal Company, LLC (“Buckingham”), closed on February 11, 2019 (the “Closing Date”); WHEREAS, on March 2, 2019, the Bankruptcy Court entered the Order Confirming the Amended Joint Chapter 11 Plan of Westmoreland Coal Company and Certain of Its Debtor Affiliates (the “Confirmation Order”) [ECF No. 1561] confirming WLB Debtors’ plan (the “WLB Plan”);

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WHEREAS, on March 15, 2019, the effective date of the WLB Plan occurred (the “Effective Date”) [ECF No. 1608]; WHEREAS, as of the WLB Effective Date, the WLB Debtors irrevocably transferred all of their rights, title, and interest in and to the Liquidating Trust Assets (as defined in the WLB Plan) to the WLB Liquidating Trust and executed the WLB Liquidating Trust Agreement, appointing Jeffrey S. Stein as the WLB Plan Administrator and Cullen D. Speckhart as the WLB Claims Administrator (the “WLB Claims Administrator”) of the WLB Liquidating Trust; WHEREAS, pursuant to the WLB Plan and the WLB Liquidating Trust Agreement, the WLB Plan Administrator supervises and administers the resolution, settlement, and/or payment of all allowed claims against the WLB Debtors’ Estates other than the general unsecured claims, the administration, resolution, settlement and payment of which is within the purview of the WLB Claims Administrator, as more fully set forth therein; WHEREAS, on April 8, 2019, the Ohio DOT filed Proof of Claim No. 63-1 (DRC Claim No. 1357) against Debtor Buckingham on the claims register in Case No. 18-35675 in the total amount of $154,952.06 (the “Ohio Claim”), of which (i) $48,266.32 was asserted as a priority unsecured claim under 11 U.S.C. § 507(a) for estimated use taxes and interest due from October 1, 2015 through October 9, 2018 (the “Priority Claim”); and (ii) $106,685.74 was asserted as a general unsecured claim for estimated use taxes, interest, and penalties, from October 1, 2012 through September 30, 2015 and penalties from October 1, 2015 through October 9, 2018 (the “General Unsecured Claim”); WHEREAS, on October 13, 2020, the WLB Plan Administrator filed the WLB Plan Administrator’s Amended Objection to Proof of Claim No. 63-1 (DRC Claim No. 1357) Filed by

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the Ohio Department of Taxation (the “Objection”) [ECF No. 3153], whereby the WLB Plan Administrator objected to the Ohio Claim; WHEREAS, the Ohio DOT filed its Response of Ohio Department of Taxation to Amended Objection to Proof of Claim No. 63-1 (DRC Claim No. 1357) Filed by the Ohio Department of Taxation (the “Response”) [ECF No. 3183] to the Objection and its Amended Response of Ohio Department of Taxation to Amended Objection to Proof of Claim No. 63-1 (DRC Claim No. 1357) Filed by the Ohio Department of Taxation (the “Amended Response”) [ECF No. 3185]; and WHEREAS, the WLB Plan Administrator and the Ohio DOT have agreed to resolve the Objection, the Priority Claim portion of the Ohio Claim, and related matters as provided herein. NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated into this Stipulation and Agreed Order, the Parties hereby stipulate and agree as follows: 1. The WLB Plan Administrator hereby withdraws the Objection. 2. The WLB Plan Administrator hereby agrees to pay to the Ohio DOT the amount of $6,500.00, on or before seven (7) days from entry of this Stipulation and Agreed Order (the “Claim Settlement Payment”) on the docket in these cases, in full and final satisfaction of the Priority Claim portion of the Ohio Claim (DRC Claim No. 1357) and all amounts due or potentially due to Ohio DOT by the WLB Plan Administrator or the WLB Debtors. 3. Upon issuance of the Claim Settlement Payment, the Ohio DOT shall be deemed to have withdrawn the Priority Claim portion of the Ohio Claim (DRC Claim No. 1357) with prejudice. 4. The Priority Claim portion of the Ohio Claim (DRC Claim No. 1357) is hereby disallowed.

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5. Except as provided in paragraph 6, the Ohio DOT hereby waives and releases any claim, demand, or cause of action, whether known or known, including but not limited to, any general unsecured claim, administrative claim, or priority claim, whether filed or not, against any of the WLB Debtors, the WLB Liquidating Trust, and the WLB Plan Administrator. 6. The Parties agree that nothing in this Stipulation and Agreed Order addresses or affects the General Unsecured Claim portion of the Ohio Claim. This Stipulation and Agreed Order solely resolves the Priority Claim portion of the Ohio Claim (DRC Claim No. 1357) and any liabilities due or potentially due to the Ohio DOT from the Petition Date through the February 11, 2019. 7. The Clerk of the Court is authorized and directed to update the claims register maintained in these chapter 11 cases to reflect the relief granted in this Stipulation and Agreed Order. 8. Except as otherwise provided herein, nothing in this Stipulation and Agreed Order, nor any actions taken pursuant hereto, shall be deemed: (a) an admission as to the validity of any prepetition claim against any Debtor entity; (b) a waiver of any Party’s right to dispute any prepetition claim on any grounds; (c) a request or authorization to assume any prepetition agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; or (d) a waiver of the Debtors’ rights or the WLB Plan Administrator’s rights under the Bankruptcy Code or any other applicable law. 9. Neither this Stipulation and Agreed Order, nor any actions taken pursuant hereto, shall constitute evidence admissible against the Parties in any action or proceeding other than one to enforce the terms of this Stipulation and Agreed Order.

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10. The terms and conditions of this Stipulation and Agreed Order shall be immediately effective and enforceable upon entry by the Bankruptcy Court. 11. This Stipulation and Agreed Order is intended by the Parties to be binding upon their successors, agents, assigns, including bankruptcy trustees and estate representatives, and any parent, subsidiary, or affiliated entity of the Parties. 12. The undersigned hereby represent and warrant that they have full authority to execute this Stipulation and Agreed Order on behalf of the respective parties and that the respective parties have full knowledge of, and have consented to, this Stipulation and Agreed Order. 13. This Stipulation and Agreed Order constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, and understandings, both written and oral, among the Parties with respect thereto. 14. This Stipulation and Agreed Order shall not be modified, altered, amended or supplemented except by a writing executed by the Parties or their authorized representatives. 15. The Bankruptcy Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Stipulation and Agreed Order, and the Parties hereby consent to such jurisdiction to resolve any disputes or controversies arising from or related to this Stipulation and Order. IT IS SO ORDERED. Signed: __________, 2021 Houston, Texas DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE

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IN WITNESS WHEREOF, the Parties, by their authorized counsel, executed this Stipulation and Agreed Order as of the date written below. Dated: January 26, 2021 Jackson Walker LLP 1401 McKinney Street, Suite 1900 Houston, Texas 77010 (713) 752-4200 – Main Telephone (713) 752-4221 – Main Facsimile /s/ Vienna F. Anaya Matthew D. Cavenaugh State Bar No. 24062656 Direct Dial: (713) 752-4284 Email: mcavenaugh@jw.com Jennifer F. Wertz State Bar No. 2407282 100 Congress Avenue, Suite 1100 Austin, Texas 78701 Direct Dial: (512) 236-2247 Email: jwertz@jw.com Vienna F. Anaya State Bar No. 24091225 2323 Ross Avenue, Suite 600 Dallas, Texas 75201 Direct Dial: (214) 953-6047 Email: vanaya@jw.com COUNSEL TO THE WLB PLAN ADMINISTRATOR

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Dated: January 26, 2021 Dave Yost (0056290) Ohio Attorney General /s/ Amy K. Kaufman Amy K. Kaufman (0073837) (admitted pro hac vice) Senior Assistant Attorney General Collections Enforcement 150 East Gay Street, 21st Floor Columbus, Ohio 43215 Telephone: (614) 728-4324 Facsimile: (614) 752-9070 Email: amy.kaufman@ohioattorneygeneral.com COUNSEL FOR THE OHIO DEPARTMENT OF TAXATION