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Full title: Final Order Signed On 5/11/2021 Re:(A) Authorizing The Debtors Continuation Of Certain Factoring Arrangements And (B) Granting Related Relief (Related Doc # 18) .

Document posted on May 10, 2021 in the bankruptcy, 5 pages and 0 tables.

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E (collectively, the “Factoring Agreements”), including, without limitation, the sale of receivables covered by the Factoring Agreements to Eurocapital S.A., Factotal S.A. and Tanner Servicios Financieros S.A. (collectively, the “Factoring Providers”) free and clear of any and all liens, claims, interests or encumbrances (collectively, “Adverse Interests”), and (b) granting the Debtors such other and further relief as the Court deems just and proper; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States 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),District Court for the Southern District of New York dated January 31, 2012; and the Court having found that this 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 found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion was appropriate and no other notice need be provided; 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 the Court having entered the Interim Order (A) Authorizing the Debtors’ Continuation of Certain Factoring Arrangements and (B)Upon Gildemeister’s sale of Receivables to a Factoring Provider pursuant to the applicable Factoring Arrangement(s), all of Gildemeister’s right, title and interest in, to and under such Receivables shall be transferred to the applicable Factoring Provider free and clear of any Adverse Interests, with any such Adverse Interests (including for the avoidance of doubt, any DIP Liens as defined in the DIP Orders (as defined below)) to attach to the proceeds of such sale in the order of their priority, with the same force, effect and validity that they had immediately prior to such sale, subject to any rights, claims or defenses the Debtors may have with respect thereto.If any of the Debtors, and/or the agents under the Debtors’ DIP Credit Agreement, receives any proceeds of any of Debtors’ factore

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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 (A) AUTHORIZING THE DEBTORS’ CONTINUATION OF CERTAIN FACTORING ARRANGEMENTS AND (B) GRANTING RELATED RELIEF 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 a final order (this “Final Order”): (a) authorizing the Debtors to continue in the ordinary course of business the factoring arrangements set forth in the agreements attached to the Motion as Exhibits C through E (collectively, the “Factoring Agreements”), including, without limitation, the sale of receivables covered by the Factoring Agreements to Eurocapital S.A., Factotal S.A. and Tanner Servicios Financieros S.A. (collectively, the “Factoring Providers”) free and clear of any and all liens, claims, interests or encumbrances (collectively, “Adverse Interests”), and (b) granting the Debtors such other and further relief as the Court deems just and proper; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States 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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District Court for the Southern District of New York dated January 31, 2012; and the Court having found that this 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 found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion was appropriate and no other notice need be provided; 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 the Court having entered the Interim Order (A) Authorizing the Debtors’ Continuation of Certain Factoring Arrangements and (B) Granting Related Relief; 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 on a final basis to the extent set forth herein. 2. The Debtors are authorized, but not directed, to continue the factoring arrangements set forth in the Factoring Agreements (the “Factoring Arrangements”) in the ordinary course of business consistent with their prepetition practices. 3. Upon Gildemeister’s sale of Receivables to a Factoring Provider pursuant to the applicable Factoring Arrangement(s), all of Gildemeister’s right, title and interest in, to and under such Receivables shall be transferred to the applicable Factoring Provider free and clear of any Adverse Interests, with any such Adverse Interests (including for the avoidance of doubt, any DIP

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Liens as defined in the DIP Orders (as defined below)) to attach to the proceeds of such sale in the order of their priority, with the same force, effect and validity that they had immediately prior to such sale, subject to any rights, claims or defenses the Debtors may have with respect thereto. Any transfer of Receivables to a Factoring Provider pursuant to this paragraph 3 shall constitute a legal, valid, binding and effective transfer of such Receivables, and no such transfer shall be subject to avoidance under any provision of the Bankruptcy Code or otherwise. 4. Each Factoring Provider is deemed to be a good faith purchaser of the Receivables. Pursuant to section 363(m) of the Bankruptcy Code, if this Final Order is reversed or modified on appeal, such reversal or modification shall not affect the validity of any transfer of Receivables to any Factoring Provider pursuant to paragraph 3 of this Final Order. 5. The authorization granted to the Debtors in this order is 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 sales of Receivables pursuant to the Factoring Arrangements to the extent inconsistent with the DIP Orders or the DIP Credit Agreement and the Debtors’ sale of the Receivables under the Factoring Arrangements shall be subject to all limitations thereon contained in the DIP Documents (as defined in the DIP Orders).

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6. If any of the Debtors, and/or the agents under the Debtors’ DIP Credit Agreement, receives any proceeds of any of Debtors’ factored Receivables from the applicable Customer, then such party, as trustee of an express trust created for the benefit of the Factoring Provider that purchased such Receivables, shall hold such proceeds as the property of such Factoring Provider and shall immediately turn over such proceeds to such Factoring Provider in the original form received. 7. 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 amount of, basis for or validity of any claim against a Debtor entity under the Bankruptcy Code or other applicable nonbankruptcy law; (b) a waiver of the Debtors’ or any other party in interest’s right to dispute any claim on any grounds; (c) a promise or requirement to pay any claim; (d) an implication or admission that any particular claim is of a type specified or defined in the Motion or this Final Order or a finding that any particular claim is an administrative expense claim or other priority claim; (e) an authorization to assume, adopt or reject any agreement, contract or lease pursuant to section 365 of the Bankruptcy Code; (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; (g) a waiver or limitation of the Debtors’ or any other party in interest’s rights under the Bankruptcy Code or any other applicable law or (h) 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. 8. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Final Order in accordance with the Motion.

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9. Notwithstanding any provision in the Federal Rules of Bankruptcy Procedure to the contrary, (a) the terms of this Final Order shall be immediately effective and enforceable upon its entry, (b) the Debtors are not subject to any stay in the implementation, enforcement or realization of the relief granted in this Final Order and (c) the Debtors may, in their discretion and without further delay, take any action and perform any act authorized under this Final Order. 10. 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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