In re Idearc Inc.
| Citation | 423 B.R. 138 |
| Decision Date | 22 December 2009 |
| Docket Number | No. 09-31828 (BJH).,09-31828 (BJH). |
| Parties | In re IDEARC INC. et al., Debtors. |
| Court | United States Bankruptcy Courts. Fifth Circuit. U.S. Bankruptcy Court — Northern District of Texas |
Toby L. Gerber, Kristian W. Gluck, Ryan E. Manns, Fulbright & Jaworski L.L.P., Dallas, TX, Berry D. Spears, Anna Marie Mendez, Fulbright & Jaworski L.L.P., Austin, TX, for Debtors and Debtors-in-Possession.
FINDINGS OF FACT AND CONCLUSIONS OF LAW IN SUPPORT OF FIRST AMENDED JOINT PLAN OF REORGANIZATION OF IDEARC INC., ET AL., DEBTORS (AS MODIFIED)
On December 9 and 10, 2009, the Bankruptcy Court held hearings (collectively, the "Confirmation Hearing")1 to consider confirmation of the First Amended Joint Plan of Reorganization of Idearc Inc., et al., Debtors (As Modified) [Docket No. 1392] (the "November 19 Plan," as amended by the Modifications,2 the "Plan"), proposed by Idearc Inc. ("Idearc") and its affiliated debtors and debtors-in-possession (together with Idearc, the "Debtors").3 The Bankruptcy Court makes the following findings of fact and conclusions of law (the "Findings and Conclusions") in support of the Order confirming the Plan (the "Confirmation Order"):
1. The following record (the "Record") was established to support confirmation of the Plan:
(a) All documents identified on the Debtors' Second Amended Witness and Exhibit List filed on December 9, 2009 [Docket No. 1560] (the "Exhibit List"),4 including, without limitation, the September 10 Plan, the Disclosure Statement and all exhibits, schedules and attachments thereto and filed in connection therewith, and the Plan Supplement filed with the Bankruptcy Court on October 29, 2009 [Docket No. 1225] (), all of which were admitted into evidence without objection (b) The testimony at the Confirmation Hearing of (i) Scott Klein, Chief Executive Officer of the Debtors, (ii) Samuel D. Jones, Chief Financial Officer of the Debtors (Debtors' Ex. 175), (iii) Andrew Haber of Moelis & Company (Debtors' Ex. 174), (iv) Daniel Kamensky of Paulson & Co., Inc. (Debtors' Ex. 140), (v) John Bittner of Grant Thornton LLP (Debtors' Ex. 141) and (vi) Robert Q. Klamser of Kurtzman Carson Consultants LLC (Debtors' Ex. 173);
(c) The evidence in respect of the transmittal and service of the solicitation packages, all of which was filed with the Bankruptcy Court [Docket Nos. 1017, 1044] and admitted into evidence without objection;
(d) The evidence regarding tabulation of votes and supplemental Class 3 votes on the Plan which was filed with the Bankruptcy Court [Docket Nos. 1445, 1557] (the "Ballot Reports") and admitted into evidence without objection;
(e) The entire record of the Debtors' chapter 11 cases (the "Chapter 11 Cases") and the docket maintained by the Clerk of the Bankruptcy Court and/or Kurtzman Carson Consultants, LLC ("KCC"), its duly appointed agent, including, without limitation, all pleadings and other documents filed, all orders entered, and evidence and argument made, proffered, or adduced at the hearings held before the Bankruptcy Court during the pendency of these Chapter 11 Cases, as to all of which the Bankruptcy Court took judicial notice at the Confirmation Hearing;5
(f) The entire record of the adversary proceeding styled The Official Committee of Unsecured Creditors, on behalf of Idearc Inc. v. JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, Adv. Proc. No. 09-03248 (the "Adversary Proceeding") and the docket maintained by the Clerk of the Bankruptcy Court and/or its duly appointed agent, including, without limitation, all pleadings and other documents filed, all orders entered, and evidence and argument made, proffered, or adduced at the hearings and trial held before the Bankruptcy Court in connection with the Adversary Proceeding, as to all of which the Court took judicial notice at the Confirmation Hearing;
(g) The statements and argument of counsel on the record at the Confirmation Hearing, and all papers and pleadings filed with the Bankruptcy Court in support of, in opposition to, or otherwise submitted in connection with, confirmation of the Plan.
2. The evidence that was admitted into the Record in support of confirmation of the Plan and all related matters demonstrates, by a clear preponderance of the evidence, that the Plan is confirmable and should be confirmed.
3. The Plan satisfies all applicable requirements under title 11 of the United States Code (the "Bankruptcy Code") and the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and the Plan is in the best interests of the Debtors and their bankruptcy estates (the "Estates"), and supported by the Record, and therefore should be confirmed.
4. As presented at the Confirmation Hearing and as provided for herein, the consensual resolution of certain Objections and the Modifications satisfy all applicable requirements of the Bankruptcy Code and the Bankruptcy Rules and are in the best interests of the Debtors and their Estates and supported by the Record, and therefore should be approved. All objections to confirmation of the Plan, which were not withdrawn or resolved by agreement at or prior to the Confirmation Hearing should be overruled, or are otherwise disposed of, as set forth herein and in the Confirmation Order.
5. The findings and conclusions set forth herein constitute the Bankruptcy Court's findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. All findings of fact and conclusions of law announced by the Bankruptcy Court at the Confirmation Hearing and at the hearing conducted on December 21, 2009, at which the Bankruptcy Court announced its ruling on confirmation of the Plan, are hereby incorporated herein for all purposes to the extent not inconsistent herewith. To the extent that any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.
6. The Record amply supports confirmation of the Plan and the Bankruptcy Court will issue the Conformation Order confirming the Plan.
7. The Bankruptcy Court has subject matter jurisdiction to confirm the Plan pursuant to 28 U.S.C. §§ 157 and 1334. Venue is proper before the Bankruptcy Court pursuant to 28 U.S.C. §§ 1408 and 1409. Confirmation of the Plan is a core proceeding under 28 U.S.C. § 157(b)(2)(A), (L), (N) and (O).
8. On March 31, 2009 (the "Petition Date"), the Debtors each filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Chapter 11 Cases are being jointly administered under the above-styled case for procedural and administrative purposes only pursuant to Bankruptcy Rule 1015(b).
9. Since the Petition Date, the Debtors have continued to operate and manage their businesses as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
10. On September 8, 2009, the Debtors filed their Disclosure Statement With Respect to First Amended Joint Plan of Reorganization of Idearc Inc., et al., Debtors [As of September 8, 2009] [Docket No. 915].
11. On September 10, 2009, the Bankruptcy Court issued its Order (I) Approving The Disclosure Statement With Respect To First Amended Joint Plan Of Reorganization Of Idearc Inc., Et Al., Debtors (II) Approving Form Of Ballots And Proposed Solicitation And Tabulation Procedures For The First Amended Joint Plan Of Reorganization Of Idearc Inc., Et Al., Debtors; (III) Prescribing The Form And Manner Of Notice Thereof; (IV) Establishing Procedures For (A) Voting In Connection With The Plan Confirmation Process And (B) Temporary Allowance Of Claims Related Thereto; (V) Establishing Deadline For Filing Objections To The First Amended Joint Plan Of Reorganization Of Idearc Inc., Et Al., Debtors; And (VI) Scheduling A Hearing To Consider Confirmation Of The First Amended Joint Plan Of Reorganization Of Idearc Inc., Et Al., Debtors [Docket No. 940] (the "Disclosure Statement Order") approving the Disclosure Statement With Respect to First Amended Joint Plan of Reorganization of Idearc Inc., et al., Debtors [Docket No. 941] (the "Disclosure Statement") in accordance with section 1125 of the Bankruptcy Code and Bankruptcy Rules 3017 and 3018, and establishing certain deadlines relating to confirmation of the Plan.
12. On or before September 21, 2009, the Debtors mailed the Disclosure Statement and related solicitation materials to solicit votes for the First Amended Joint Plan of Reorganization of Idearc Inc., et al., Debtors [Docket No. 942] (the "September 10 Plan").
13. On November 18, 2009, the Bankruptcy Court approved the Debtors' entry into a Standby Purchase Agreement with Paulson & Co., Inc. ("Paulson"), pursuant to which Paulson agreed to provide a cash option to holders of Allowed Claims receiving shares of New Common Stock under the September 10 Plan [Docket No. 1386], and authorized the Debtors to make nonmaterial modifications to the September 10 Plan to implement the Paulson cash option. Shortly thereafter, on November 19, 2009, the Debtors filed the November 19 Plan, which incorporated certain non-material modifications to implement the Paulson cash option for creditors.
14. On August 4, 2009, the Official Committee of Unsecured Creditors (the "Committee") commenced the Adversary Proceeding against the Administrative Agent, seeking the following relief: (a) to avoid and preserve for the benefit of the Estates any liens on the Debtors' nearly 1200 copyrights and any receivables generated by the...
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