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Full title: Final Order Signed On 5/11/2021 Re: Authorizing The Debtors To Pay Prepetition Claims Of General Unsecured Creditors In The Ordinary Course Of Business (Related Doc # 21) .

Document posted on May 10, 2021 in the bankruptcy, 6 pages and 0 tables.

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Jointly Administered FINAL ORDER AUTHORIZING THE DEBTORS TO PAY PREPETITION CLAIMS OF GENERAL UNSECURED CREDITORS IN THE ORDINARY COURSE OF BUSINESS Upon the motion (the “Motion”)2 of Automotores Gildemeister SpA (“Gildemeister”) and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”), for entry of an order (this “Final Order”) authorizing, but not directing, the Debtors to continue prepetition business operations, policies, and programs, pay allowed prepetition claims of general unsecured creditors in the ordinary course of business, and for certain related relief, all as more fully set forth in the Motion; and due and sufficient notice of the Motion having been given under the particular circumstances, and it appearing that no other or further notice is necessary, and upon the Declaration of Eduardo Moyano Pursuant to Rule 1007-2 of the Local Bankruptcy Rules for the Southern District of New York in Support of First Day Motions and Applications (the “First Day Declaration”); and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and 1 The Debtors, together with each of the Debtor’s Chilean, Brazilian, and/or Uruguayan tax identification number, as applicable, are: Automotores Gildemeister SpA (79.649.140-K), AG Créditos SpA (76.547.689-5), Marc Leasing, S.A. the Amended Standing Order of Reference from the United States District Court for the Southern District of New York dated January 31, 2012; and the Court having determined that consideration of the Motion is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and the Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before the Court (the “Hearing”); and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Debtors are authorized, but not directed, to condition payment of Claims on an Operating Creditors’ maintenance or application of Customary Terms; provided, however, that any Operating Creditor that accepts payment pursuant to the authority granted in the Final Order agrees to supply goods and services to the Debtors post-petition on Customary Terms or on such other favorable term

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UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 Automotores Gildemeister SpA, et al.,1 Case No. 21-10685 (LGB) Debtors. Jointly Administered FINAL ORDER AUTHORIZING THE DEBTORS TO PAY PREPETITION CLAIMS OF GENERAL UNSECURED CREDITORS IN THE ORDINARY COURSE OF BUSINESS Upon the motion (the “Motion”)2 of Automotores Gildemeister SpA (“Gildemeister”) and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”), for entry of an order (this “Final Order”) authorizing, but not directing, the Debtors to continue prepetition business operations, policies, and programs, pay allowed prepetition claims of general unsecured creditors in the ordinary course of business, and for certain related relief, all as more fully set forth in the Motion; and due and sufficient notice of the Motion having been given under the particular circumstances, and it appearing that no other or further notice is necessary, and upon the Declaration of Eduardo Moyano Pursuant to Rule 1007-2 of the Local Bankruptcy Rules for the Southern District of New York in Support of First Day Motions and Applications (the “First Day Declaration”); and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and 1 The Debtors, together with each of the Debtor’s Chilean, Brazilian, and/or Uruguayan tax identification number, as applicable, are: Automotores Gildemeister SpA (79.649.140-K), AG Créditos SpA (76.547.689-5), Marc Leasing, S.A. (96.658.270-7), Fonedar S.A. (216288040014), Camur S.A. (216589740015), Lodinem S.A. (217115010014), Carmeister S.A. (96.630.690-7), Maquinaria Nacional S.A. (Chile) (96.812.980-5), RTC S.A. (89.414.100-K), Fortaleza S.A. (76.856.380-2), Maquinarias Gildemeister S.A. (78.862.000-8), Comercial Gildemeister S.A. (76.856.310-1), and Bramont Montadora Industrial e Comercial de Vehiculos S.A. (04.926.142/0002-16). The location of the corporate headquarters and the service address for Automotores Gildemeister SpA is: 11000 Avenida Las Condes Vitacura, Santiago, Chile. 2 Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Motion.

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the Amended Standing Order of Reference from the United States District Court for the Southern District of New York dated January 31, 2012; and the Court having determined that consideration of the Motion is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that the Court may enter a final order consistent with Article III of the United States Constitution; and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and the Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before the Court (the “Hearing”); and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED as set forth herein. 2. The Debtors are authorized but not directed, in their sole discretion, to continue their prepetition business operations, policies, and programs, and pay the prepetition amounts owed to Operating Creditors and Lien Creditors on account of Claims on a post-petition basis. 3. The Debtors are authorized, but not directed, to condition payment of Claims on an Operating Creditors’ maintenance or application of Customary Terms; provided, however, that any Operating Creditor that accepts payment pursuant to the authority granted in the Final Order agrees to supply goods and services to the Debtors post-petition on Customary Terms or on such other favorable terms as are acceptable to the Debtors; provided, further, that the Debtors’ inability to agree on Customary Terms shall not preclude them from paying the Claim of an Operating

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Creditor if the Debtors determine, in the reasonable exercise of their business judgment (and in consultation with counsel to the Ad Hoc Group of Consenting Noteholders, as such term is defined in the RSA, for Claims exceeding $100,000), that such payment is necessary to the Debtors’ operations. 4. If an Operating Creditor, after receiving payment on account of a Claim, ceases to provide Customary Terms or otherwise fails to perform under a contract with a Debtor, the Debtors, may, without further notice to or action, order or approval of the Bankruptcy Court, deem such payment to apply to post-petition amounts payable to such Operating Creditor. Such Operating Creditor shall then immediately repay to the Debtors any payments made to it on account of its Claims to the extent that such payments exceed the post-petition amounts then owing to such Operating Creditor, without the right of setoff or reclamation, it being the express intention of this Court to return the parties to the status quo in effect as of the date of entry of this Final Order with respect to all prepetition Claims if an Operating Creditor ceases to perform under any existing contract or other obligation the payments in respect of which were authorized pursuant to this Final Order. 5. All applicable banks and other financial institutions are authorized to rely on the Debtors’ direction in paying amounts under this Final Order. Furthermore, all applicable banks and other financial institutions are authorized to (i) honor any checks drawn against the Debtors’ accounts, but not cleared prior to the Petition Date, (ii) complete any fund transfer requests made but not completed prior to the Petition Date, and (iii) issue new post-petition checks and to make post-petition fund transfer requests to replace any prepetition checks and prepetition transfers to Operating Creditors that may be dishonored by the banks or financial institutions.

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6. Notwithstanding the relief granted in this Final Order and any actions taken pursuant to such relief, nothing in this Final Order shall be deemed: (a) an admission as to the validity, priority or amount of any claim against a Debtor entity; (b) a waiver of the Debtors’ or any party-in-interest’s right to dispute any claim on any grounds; (c) a promise or requirement to pay any claim; (d) an assumption or rejection of any executory contract or unexpired lease under Bankruptcy Code Section 365; (e) a waiver of the Debtors’ or any party-in- interest’s rights under the Bankruptcy Code or any other applicable law, (f) an admission as to the validity, priority, enforceability or perfection of any lien on, security interest in or other encumbrance on property of the Debtors’ estates; or (g) a concession by the Debtors that any liens (contractual, common law, statutory or otherwise) that may be satisfied pursuant to the relief granted in this Final Order are valid, and the rights of all parties in interest are expressly reserved to contest the extent, validity or perfection or seek avoidance of all such liens. 7. None of the Debtors, their officers, directors, attorneys, or agents will have any liability on account of any decision by the Debtors not to pay a Claim. 8. Nothing in this Motion or Final Order shall increase, reclassify, or elevate to administrative expense status or otherwise affect the Claims to the extent that they are not paid. 9. Nothing in the Motion or this Final Order, nor the Debtors’ actions in executing this Final Order, is intended or shall be construed as a modification or waiver of the Debtors’ rights with respect to goods or services requested or received from the Operating Creditors. This includes, but is not limited to, the Debtors’ rights to (i) cancel a purchase order (including outstanding orders); (ii) decline the acceptance of goods or services; (iii) return any defective, nonconforming, or unacceptable goods; or (iv) contest the amount of any invoice or claim.

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10. The entry of this Final Order is necessary to avoid immediate and irreparable harm to the Debtors under Bankruptcy Rule 6003(b). Thus, this Final Order shall be effective and enforceable immediately upon entry hereof. To the extent that this Final Order constitutes a use of property under Bankruptcy Code Section 363(b), the fourteen-day stay under Bankruptcy Rule 6004(h) is waived. 11. Notwithstanding any provision in the Federal Rules of Bankruptcy Procedure to the contrary, (i) the terms of this Final Order shall be immediately effective and enforceable upon its entry, (ii) the Debtors are not subject to any stay in the implementation, enforcement or realization of the relief granted in this Final Order, and (iii) the Debtors may, in their discretion and without further delay, take any action and perform any act authorized under this Final Order. 12. The authorization granted to the Debtors in this order are subject to the terms of any interim or final orders entered by the Court (in either case, the “DIP Orders”) approving the Debtors’ use of cash collateral and entry into that certain debtor in possession financing facility dated as of the closing thereof, among, inter alia, Acquiom Agency Services LLC as administrative agent, TMF Group New York, LLC as collateral agent, the lenders from time to time party thereto, and the Debtors as borrowers and guarantors thereof (the “DIP Credit Agreement”). In the event the relief granted herein or any action taken or proposed to be taken hereunder is inconsistent with the terms of the DIP Orders or the amounts detailed in the DIP Credit Agreement, the terms of the DIP Orders and DIP Credit Agreement shall control. The Debtors shall not be authorized to make any payments to the extent inconsistent with the DIP Orders or the DIP Credit Agreement and the Debtors’ payment of all Claims pursuant to this Final Order shall be subject to the Budget (as such term is defined in the DIP Orders) and any limitations or variances thereto contained in the DIP Documents (as defined in the DIP Orders).

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13. This Court shall retain exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, or enforcement of this Order. Dated: May 11, 2021 /s/ Lisa G. Beckerman____ New York, NY Honorable Lisa G. Beckerman United States Bankruptcy Judge

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