THE NEW YORK TIMES BUSINESSTHURSDAY, AUGUST 6, 2020 Y B3
VIRUS FALLOUTsquare totes of finished product
and 50-gallon drums of ingredi-
ents, sitting in a warehouse.
Mr. McDaniel is one of more
than 800 craft distillers across the
United States who leapt into ac-
tion to help in the first wave of the
pandemic, urged on by federal
agencies, but who are now hesi-
tant to invest more time and
money into those efforts. With de-
mand for sanitizer fluctuating,
distillers have faced unforeseen
costs and excess supplies that
they could not get rid of.
At the same time, the econom-
ics of the $3.2 billion craft bever-
age industry have deteriorated.
Craft distilleries are often fragile,
mom-and-pop operations with
fewer than a dozen employees and
their owners’ life savings invested
in the business. Now battered by
months of lost liquor sales, many
cannot afford to spend more on
making sanitizer when all they re-
ally want to do is get back to mak-
ing whiskey to survive.
Their conundrum shows how
life has become more complicated
as the pandemic has persisted.
What had been a no-brainer good
Samaritan decision to help local
communities and nurture a new
business has instead devolved
into a messy financial calculus as
the hardships of the crisis contin-
ue piling up.
“It feels a little bit like no good
deed is going unpunished right
now,” said Spencer Whelan, the di-
rector of the Texas Whiskey Asso-
ciation, a trade group represent-
ing some of the state’s distillers.
The hand sanitizer industry has
long been dominated by large
companies like Clorox and Gojo
Industries, the maker of Purell. As
registered drug manufacturers,
they are subject to rigorous Food
and Drug Administration inspec-
tions and reviews that allow them
to produce the disinfectant.
But the market was shaken up
in March when hand sanitizer be-
came scarce after being snapped
up by hospitals, emergency medi-
cal workers and profiteers. That
month, the F.D.A. and the Alcohol
and Tobacco Tax and Trade Bu-
reau issued temporary guidance
allowing businesses to start mak-
ing sanitizer without needing to
undergo the typical inspections
and oversight.
For distillers, it turned out that
making hand sanitizer was fairly
straightforward. They already
had the distilled spirits permits
needed to handle ethanol, the type
of alcohol used both for liquor and
as a sanitizer ingredient. They
also had the tanks, blending and
bottling equipment necessary for
production.
The prospect of replacing liquor
revenue with sanitizer sales
piqued the interest of Jonathan
Eagan, a co-owner of the Arizona
Distilling Company in Tempe. He
spent $50,000 on alcohol to
produce the disinfectant in the
spring, and said he quickly sold
enough of it to make up for two
months in lost liquor sales.
That money was crucial, given
that bars, restaurants and tours —
the distillers’ main sources of in-
come — were hobbled. In an April
survey of 118 distilleries in 35
states by the Distilled Spirits
Council, an advocacy organiza-
tion, respondents said 43 percent
of their employees had been laid
off and sales had plummeted 64
percent. Two-thirds said they did-
n’t expect to be able to stay open in
another six months.
But even as distillers ramped
up sanitizer production, that life-
line also started petering out. As
panic-buying of the disinfectant
leveled off and production among
larger companies stabilized, “the
business just kind of dried up” in
the last few weeks, said Mr. Ea-
gan.
Now as Arizona deals with new
virus cases, much of his remain-
ing 1,000 gallons of sanitizer has
sat idle. He blamed the changing
demand on the “vacillating” by of-
ficials over the pandemic’s sever-
ity and their “flip-flopping” over
which businesses could reopen —
and stay open.
“The bigger frustrating issue is
the fits and starts,” he said. “A lot
of these bars and restaurants
don’t know if they’re open today, if
they’re open tomorrow.”
To help distillers, advocacy
groups like the Distilled Spirits
Council have lobbied Congress to
provide economic relief. They also
want the F.D.A. to specify how
long it will allow sanitizer produc-
tion by distillers to continue, to
give the businesses some cer-tainty.
Some states, like California and
many of those in New England,
have also temporarily suspended
laws that prohibit distilleries from
directly shipping alcohol to con-
sumers. In states where those
rules haven’t been changed, some
distillers said their willingness to
make and donate hand sanitizer
during a crisis merited a reprieve
from the shipping restrictions.
Distillers “have absolutely done
their civic duty,” said Mr. McDan-
iel, who is also president of the
Florida Distillers’ Guild, an advo-
cacy group. Now “they’re all on
life support.”
For some distilleries weighing
whether to continue sanitizer pro-duction, the decision was easy: no
way.
Barry Butler, the owner of Tar-
pon Springs Distillery in Tarpon
Springs, Fla., had teamed up with
a nearby rum distillery to give
away about 15,000 gallons of sani-
tizer and had made $40,000 by
selling 10,000 gallons more. But
when demand plummeted in
June, he returned to producing
moonshine and ouzo, a Greek liq-
uor.
“It kept the lights on, it kept the
guys working and employed when
we were shut down for tours and
tasting,” Mr. Butler said of making
sanitizer. But “as a long-term eco-
nomic solution for a distillery, it’s
not a way to make money.”Mr. Butler said he dealt with
equipment problems, too. The
F.D.A.’s sanitizer guidelines re-
quire distillers to add a bittering
agent like the compound Bitrex to
ensure people don’t try to drink
the finished product.
Bitrex is so strong, Mr. Butler
said, that any distillery equipment
used to make sanitizer was ru-
ined. “Anything you use for that is
now dead forever,” he said, adding
that he threw away stainless steel
bottling hoses that had been con-
taminated.
Not all distillers have given up
on sanitizer. Matt Allen, co-owner
of Dark Door Spirits in Tampa,
said he also began making sani-
tizer in the spring and has sold
and given away at least 20,000
gallons to eight cities, 16 counties,
the Federal Aviation Administra-
tion and the Postal Service.
When demand declined, he be-
gan working to lock in contracts
with local hospitals to buy a guar-
anteed amount of product going
forward.
“We just need some sort of
gauge of long-term commitment,”
Mr. Allen said.
Mr. McDaniel’s St. Augustine
Distillery, which opened in 2014, is
known for its Florida cane vodka,
rum made from Florida molassesand a variety of bourbons, which
are aged for three or more years.
One of the state’s larger craft dis-
tilleries, it has attracted tens of
thousands of tourists every year
to its headquarters, which once
housed an ice manufacturing
plant.
The business, which initially
lost money, has been profitable
since the bourbon finished aging
nearly four years ago, Mr. McDan-
iel said. But when the pandemic
hit, the packed tasting room and
tours became just a memory. In
April, Mr. McDaniel slashed ad-
vertising and furloughed about 15
of his more than 45 employees.
“It’s terrifying,” he said.
Mr. McDaniel said his sanitizer
made enough to cover the cost of
what he donated and a little more.
In June, when demand dropped
off, he stopped making it.
St. Augustine Distillery is now
producing bourbon again — but it
is seeing only half its normal
amount of liquor sales.
“At the end of the day, our core
business is making really great al-
cohol,” Mr. McDaniel said. “To be
able to get back to business and
have demand for that and to sell it
profitably is what we’re all looking
for right now.”Distilleries Rethink
Switch to Sanitzers
As Demand Dries Up
FROM FIRST BUSINESS PAGE
Matt Allen in the Tampa, Fla., warehouse of Dark Door Spirits.
Battered by months of lost liquor sales, many craft distilleries that
answered the call to make sanitizer cannot afford to continue
because large brands like Purell have ramped up production.PHOTOGRAPHS BY EVE EDELHEIT FOR THE NEW YORK TIMES‘It feels a little bit
like no good deed is
going unpunished
right now.’
Spencer Whelan, the director of the
Texas Whiskey Association.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re BROOKS BROTHERS
GROUP,INC.,et al.,
Debtors.^1)
)
)Chapter 11
Case No.20–11785 (CSS)
(Jointly Administered)
NOTICE OF SALE, BIDDING, PROCEDURES, AUCTION
AND SALE HEARING
On July 15, 2020 Brooks Brothers Group, Inc. and certain of
its affiliates, as debtors and debtors in possession in the above-
captioned chapter 11 cases (collectively, the “Debtors”) filed with
the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”) a motion (D.I. No. 154) (the “Motion”)^2 for the
entry of an order (the “Bidding Procedures Order”): (i) approving
the Bidding Procedures, substantially in the form attached to the
Bidding Procedures Order asExhibit 1; (ii) authorizing the Debtors to
designate a stalking horse bidder; (iii) approving certain protections
for the stalking horse bidder; (iv) setting the deadline for potential
bidders to submit a proposal to purchase the Debtors’business (the“Bid
Deadline”),scheduling an auction (the“Auction”),and scheduling the
hearing with respect to the approval of the sale (the“Sale Hearing”);
(iv) authorizing and approving the form and manner of the Sale
Notice; (v) authorizing and approving the Cure Notice to the Contract
Counterparties regarding the Debtors’ potential assumption and
assignment of the Assigned Contracts and of the Debtors’ calculation
of the amount necessary to cure any defaults thereunder (the “Cure
Costs”); (vi) authorizing and approving procedures for the assumption
and assignment of the Assigned Contracts and the determination of
Cure Costs with respect thereto (collectively, the “Assumption and
Assignment Procedures”); and (vii) granting related relief. On July
23,2020,the Debtors filed a supplement to the Motion (D.I.No.204).
On August 3, 2020, the Bankruptcy Court entered the Bidding
Procedures Order (D.I. No. 285) approving, among other things, the
Bidding Procedures, which establishes the key dates and times related
the Auction and Sale Hearing. All interested bidders should carefully
read the Bidding Procedures Order and the Bidding Procedures in their
entirety.^3
Stalking Horse Bid.A binding stalking horse bid (the “Stalking
Horse Bid”) has been submitted by SPARC Group LLC (the “Stalking
Horse Bidder”). The Stalking Horse Bidder has executed an asset
purchase agreement (the “Stalking Horse Agreement”)^4 for the
purchase of substantially all of the Debtors’assets (the“Stalking Horse
Bid”). The Stalking Horse Bid is subject to higher or otherwise better
offers submitted in accordance with the terms and provisions of the
Bidding Procedures.
Important Dates and Deadlines- Bid Deadline. Any person or entity interested in participating
in the Auction for the sale of the Debtors’ business must submit a
Qualified Bid on or beforeAugust 6, 2020 at 4:00 p.m. (prevailing
Eastern Time)(the“Bid Deadline”). - Auction. If the Debtors receive more than one Qualified Bid
(in addition to the Stalking Horse Bid), the Debtors will conduct the
Auction, which has been scheduled forAugust 10, 2020 at 10:00
a.m. (prevailing Eastern Time)virtually pursuant to procedures to
be timely filed on the Bankruptcy Court’s docket, or such other, date,
time, and location as shall be timely communicated to all entities
entitled to attend the Auction. - Auction Objection and Sale Objection Deadlines.
Objections to the sale (a“Sale Objection”), including any objection to
the sale of the Debtors’business free and clear of all claims and interests
pursuant to section 363(f) of the Bankruptcy Code, must be (i) filed in
accordance with the Bidding Procedures, (ii) filed with the Bankruptcy
Court, and (iii) served on the Objection Notice Parties (as defined
herein) on or beforeAugust 8, 2020 at 11:59 p.m. (prevailing
Eastern Time)(the “Sale Objection Deadline”). Objections to (i)
the conduct of the Auction (if held), (ii) the Successful Bidder, (iii) the
Sale with the Successful Bidder (other than the Stalking Horse Bidder),
(iv) the adequate assurance of future performance of any Assigned
Contract, or (v) the Debtors’ proposed Cure Costs of any Assigned
Contract (collectively,“Supplemental Objections”) must be (i) filed in
accordance with the Bidding Procedures, (ii) filed with the Bankruptcy
Court, and (iii) served on the Objection Notice Parties (as defined
herein) on or beforeAugust 12, 2020 at 4:00 p.m. (prevailing
Eastern Time)(the“Supplemental Objection Deadline”). - Sale Hearing. A hearing to approve and authorize the sale
of the Debtors’ business to the Successful Bidder (which may be the
Stalking Horse Bidder) will be held before the Court on or before
August 14, 2020 at 10:00 a.m. (prevailing Eastern Time)or such
other date as determined by the Court.
Filing Objections.Sale Objections and Supplemental Objections,if
any,must (i) be in writing,(ii) state,with specificity,the legal and factual
bases thereof, (iii) comply with the Bankruptcy Code, Bankruptcy Rules,
and Local Rules, (iv) be filed with the Court by no later than the Sale
Objection Deadline,and (v) be served on (a) Brooks Brothers Group,Inc.,
346 Madison Avenue, New York, New York 10017 (Attn: Rachel Barnett,
Esq.); (b) proposed counsel for the Debtors,Weil, Gotshal & Manges LLP,
767 Fifth Avenue,New York,NY 10053 (Attn:Garrett Fail,Esq.,and David
J. Cohen, Esq.) and Richards, Layton & Finger, P.A., One Rodney Square,
920 N. King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins,
Esq. and Zachary I. Shapiro, Esq.); (c) counsel for the Stalking Horse
Bidder, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of
the Americas, New York, NY 10019 (Attn: Kelley A. Cornish (KCornish@
paulweiss.com), Edward T. Ackerman ([email protected]),
Brian Bolin ([email protected]), and Jeffrey L. Stricker (JStricker@
paulweiss.com)); (d) counsel to the Prepetition ABL Agent, Choate, Hall
& Stewart LLP, Two International Place, Boston, MA 02110 (Attn: Kevin
Simard, Esq. and Jonathan Marshall, Esq.); (e) proposed counsel for
the Committee, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park,
New York,NY 10036 (Attn:Meredith Lahaie,Esq.and Abid Qureshi,Esq.)
and 2001 K Street N.W.,Washington, DC 20006 (Attn: Kate Doorley, Esq.
and Julie A. Thompson, Esq.) and Troutman Pepper Hamilton Sanders
LLP, Hercules Plaza, Suite 5100, 1313 N. Market Street, P.O Box 1709,
Wilmington, DE 19899 (Attn: David B. Stratton, Esq., David M. Fournier,
Esq.and Evelyn J.Meltzer,Esq.);and (f) the United States Trustee for the
District of Delaware, 844 King Street, Suite 2207,Wilmington, Delaware
19801 (Attn: Richard Schepacarter, Esq.) (collectively, the “Objection
Notice Parties”).
Additional Information.The Bidding Procedures set forth the
requirements for becoming a Qualified Bidder and submitting a
Qualified Bid, and any party interested in making an offer to purchase
the Debtors’ business must comply with the Bidding Procedures. Only
Qualified Bids will be considered by the Debtors,in accordance with the
Bidding Procedures.
Any party interested in submitting a bid should contact the Debtors’
investment banker, PJ Solomon (Attn: [email protected]),
as soon as possible.
Copies of the Motion,the Bidding Procedures Order,and the Bidding
Procedures, as well as all related exhibits, including the Stalking Horse
Bid and all other agreements filed with the Court, may be obtained
free of charge at the website dedicated to the Debtors’chapter 11 cases
maintained by their claims and noticing agent, Prime Clerk, located at
One Grand Central Place, 60 East 42nd Street, Suite 1440, New York,
NY 10165, or can be requested by e-mail at brooksbrothersinfo@
primeclerk.com.
Reservation of Rights.Except as otherwise set forth herein
and in the Bidding Procedures, the Debtors reserve the right to, in
their reasonable business judgment, in a manner consistent with
their fiduciary duties and applicable law, and after consultation with
counsel to the Committee, to modify the Bidding Procedures; waive
terms and conditions set forth therein with respect to all Potential
Bidders; extend the deadlines set forth therein; announce at the
Auction modified or additional procedures for conducting the Auction;
alter the assumptions set forth therein; provided that the Debtors
shall not be authorized to make material modifications to the Bidding
Procedures without further order of the Court. The Debtors may provide
reasonable accommodations to any Potential Bidder(s) with respect
to such terms, conditions, and deadlines of the bidding and Auction
process to promote further bids on the Debtors’ business, in each case,
to the extent not materially inconsistent with the Bidding Procedures
and the Bidding Procedures Order and after consultation with counsel
to the Committee. All parties reserve their rights to seek Bankruptcy
Court relief with regard to the Auction, the Bidding Procedures, and
any related items (including, if necessary, to seek an extension of the
Bid Deadline).
FAILURE TO ABIDE BY THE BIDDING PROCEDURES, THE
BIDDING PROCEDURES ORDER, OR ANY OTHER ORDER OF THE
BANKRUPTCY COURT IN THESE CHAPTER 11 CASES MAY RESULT IN
THE REJECTION OF YOUR BID.
THE FAILURE OF ANY PERSON OR ENTITY TO FILE AND SERVE
AN OBJECTION INACCORDANCE WITH THE BIDDING PROCEDURES
ORDER BY THE SALE OBJECTION DEADLINE SHALL FOREVER BAR
SUCH PERSON OR ENTITY FROM ASSERTING ANY OBJECTION TO
THE MOTION, THE ORDER APPROVING THE SALE TRANSACTION,
THE PROPOSED SALE TRANSACTION, OR THE DEBTORS’
CONSUMMATION OF THE STALKING HORSE BID OR ANY OTHER
AGREEMENT EXECUTED BY THE DEBTORS AND A SUCCESSFUL
BIDDER AT THE AUCTION.
Dated: August 3, 2020, Wilmington, Delaware,/s/ Mark D. Collins,
RICHARDS, LAYTON & FINGER, P.A., Mark D. Collins (No. 2981), Zachary I.
Shapiro (No.5103),One Rodney Square,920 N.King Street,Wilmington,
Delaware 19801, Telephone: (302) 651-7700, Facsimile: (302) 651-
7701, E-mail: [email protected], [email protected] -and- WEIL, GOTSHAL
& MANGES LLP, Garrett A. Fail (admittedpro hac vice), David J. Cohen
(admittedpro hac vice), 767 Fifth Avenue, New York, New York 10153,
Telephone: (212) 310-8000, Facsimile: (212) 310-8007, E-mail: garrett.
[email protected], [email protected],Proposed Attorneys for Debtors
and Debtors in Possession(^1) The Debtors in these chapter 11 cases, along with the last four
digits of each Debtor’s federal tax identification number, as applicable,
are Brooks Brothers Group, Inc.(8883); Brooks Brothers Far East Limited
(N/A); BBD Holding 1, LLC (N/A); BBD Holding 2, LLC (N/A); BBDI,
LLC (N/A); Brooks Brothers International, LLC (N/A); Brooks Brothers
Restaurant, LLC (3846); Deconic Group LLC (0969); Golden Fleece
Manufacturing Group, LLC (5649); RBA Wholesale, LLC (0986); Retail
Brand Alliance Gift Card Services, LLC (1916); Retail Brand Alliance of
Puerto Rico, Inc. (2147); and 696 White Plains Road, LLC (7265). The
Debtors’ corporate headquarters and service address is 346 Madison
Avenue,New York,New York 10017. 2
Capitalized terms used but not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Motion or
Bidding Procedures,as applicable. 3
To the extent of any inconsistencies between the Bidding
Procedures and the summary descriptions of the Bidding Procedures
in this notice, the terms in the Bidding Procedures shall control in all
respects. 4
The Stalking Horse Agreement is attached asExhibit 4to the
Bidding Procedures Order.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS,HOUSTON DIVISION
In re:
COVIA HOLDINGS
CORPORATION,et al.,^1
Debtors.
)
)
)
)
Chapter 11
Case No.20-33295 (DRJ)
(Jointly Administered)
Re: Docket Nos.133,302
NOTICE OF DEADLINES FOR THE FILING OF PROOFS OF
CLAIM,INCLUDING REQUESTS FOR PAYMENTS UNDER
SECTION 503(B)(9) OF THE BANKRUPTCY CODE
THECLAIMSBARDATEISSEPTEMBER18,2020,
AT5:00P.M.,PREVAILINGCENTRALTIME
THEGOVERNMENTALCLAIMSBARDATEISDECEMBER26,
2020AT5:00P.M.,PREVAILINGCENTRALTIME
PLEASETAKENOTICEOFTHEFOLLOWING:
Deadlines for Filing Proofs of Claim. On August 3, 2020, the United
States Bankruptcy Court for the Southern District of Texas (the “Court”)
entered an order [Docket No. 302] (the “Bar Date Order”) establish-
ing certain deadlines for the filing of proofs of claim, including requests
for payment under section 503(b)(9) of the Bankruptcy Code (collec-
tively,“Proofs of Claim”), in the chapter 11 cases of the following debtors
and debtors in possession (collectively, the “Debtors”):DEBTOR, CASE
NO.:Fairmount Logistics, LLC, 20-33293; Wisconsin Specialty Sands, Inc.,
20-33294; Covia Holdings Corporation, 20-33295; Bison Merger Sub I,
LLC, 20-33296; Best Sand of Pennsylvania, Inc., 20-33297; FML Resin, LLC,
20-33298;Covia Specialty Minerals Inc.,20-33299; Best Sand Corporation,
20-33300; Black Lab LLC,20-33301;Covia Finance Company LLC,20-33302;
Construction Aggregates Corporation of Michigan, Inc., 20-33303; FML
Sand, LLC, 20-33304; Cheyenne Sand Corp., 20-33305; Self-Suspending
Proppant LLC, 20-33306; FML Terminal Logistics, LLC, 20-33307; Wedron
Silica Company, 20-33308; Shakopee Sand LLC, 20-33309; Fairmount
Minerals, LLC, 20-33310; Specialty Sands, Inc., 20-33311; West Texas
HousingLLC,20-33312;FairmountSantrolInc.,20-33313;WexfordSandCo.,
20-33314;FMSA,Inc.,20-33315;MineralVisions,Inc.,20-33316;Wisconsin
Industrial Sand Company L.L.C., 20-33317; Alpha Resins, LLC, 20-33318;
StandardSandCorporation,20-33319;TechniSand,Inc.,20-33320.
The Bar Dates. Pursuant to the Bar Date Order,allentities (except
governmental units), including individuals, partnerships, estates, and
trusts that have a claim or potential claim against the Debtors that arose
on or prior to June 29,2020 (the“Petition Date”),no matter how remote or
contingent such right to payment or equitable remedy may be,including
requests for payment under section 503(b)(9) of the Bankruptcy Code,
MUST FILE A PROOF OF CLAIM on or beforeSeptember 18, 2020, at
5:00 p.m., prevailing Central Time (the “Claims Bar Date”). Except
as expressly set forth in this notice and the Bar Date Order,the Claims Bar
Date applies to all types of claims against the Debtors that arose on or
prior to the Petition Date, including secured claims, unsecured priority
claims, and unsecured non-priority claims. Governmental entities that
have a claim or potential claim against the Debtors that arose on or prior
to the Petition Date, no matter how remote or contingent such right to
payment or equitable remedy may be, MUST FILE A PROOF OF CLAIM on
or beforeDecember 26, 2020, at 5:00 p.m., prevailing Central Time
(the “Governmental Bar Date”).All entities holding claims arising
from the Debtors’ rejection of executory contracts and unexpired leases
other than Railcar Leases (as defined in the Bar Date Order)are
required to file Proofs of Claim bythe date that is the later of (a) the
Claims Bar Date or the Governmental Bar Date,as applicable, and
(b) the date that is thirty (30) days following entry of the order
approving the Debtors’ rejection of the applicable executory
contract or unexpired lease (the “General Rejection Damages Bar
Date”). All entities holding claims arising from the Debtors’ rejection of
Railcar Leases (as defined in the Bar Date Order) are required to file Proofs
of Claim bythe date that is the later of (a) the Claims Bar Date or the
GovernmentalBarDate,as applicable,and(b)September27,2020,at
5:00 p.m., prevailing Central Time (the “Railcar Rejection Damages
Bar Date”).All entities holding claims affected by an amendment to the
Debtors’Schedules are required to file Proofs of Claim bythe later of (a)
the Claims Bar Date or the Governmental Bar Date,as applicable,and
(b) 5:00 p.m., prevailing Central Time, on the date that is twenty-
eight(28)daysfromthedateonwhichtheDebtorsmailnoticeofthe
amendment to the Schedules (the “Amended Schedules Bar Date,”
and together with the Claims Bar Date,the Governmental Bar Date,
the General Rejection Damages Bar Date, and the Railcar Rejection
DamagesBarDate,the“BarDates”).
ANY PERSON OR ENTITY WHO FAILS TO FILE A PROOF OF CLAIM,
INCLUDING ANY REQUEST FOR PAYMENT UNDER SECTION 503(B)
(9) OF THE BANKRUPTCY CODE ON OR BEFORE THE APPLICABLE BAR
DATESHALLNOTBETREATEDASACREDITORWITHRESPECTTOSUCH
CLAIM FOR THE PURPOSES OF VOTING AND DISTRIBUTION ON ANY
CHAPTER11PLAN.
Filing a Proof of Claim. Each Proof of Claim must be filed, including
supporting documentation, by either (i) electronic submission through
PACER (Public Access to Court Electronic Records at http://ecf.txsb.
uscourts.gov), (ii) electronic submission using the interface available on
the Claims and Noticing Agent’s website at http://cases.primeclerk.com/
Covia or (iii) if submitted through non-electronic means, by U.S. Mail or
other hand delivery system, so as to beactually receivedby the Claims
and Noticing Agent on or before the Claims Bar Date or the Governmental
Bar Date,or any other applicable Bar Date,at the following addresses:Ifby
First-Class Mail, Hand Delivery, or Overnight Mail:Covia Holdings
Corporation Claims Processing Center,c/o Prime Clerk LLC,850 3rd Avenue,
Suite412,Brooklyn,NewYork11232.
PROOFSOFCLAIMSUBMITTEDBYFACSIMILEORELECTRONIC
MAILWILLNOTBEACCEPTED.
ContentsofProofsofClaim. Each Proof of Claim must:(1) be written
in legible English; (2) include a claim amount denominated in United
States dollars; (3) clearly identify the Debtor against which the claim is
asserted (4) conform substantially with the Proof of Claim form provided
by the Debtors or Official Form 410;(5) be signed by the claimant or by an
authorized agent or legal representative of the claimant on behalf of the
claimant, whether such signature is an electronic signature or is ink; and
(6) include as attachments any and all supporting documentation on
which the claim is based.Pleasenotethat each Proof of Claim must state
a claim against only one Debtor and clearly indicate the specific Debtor
againstwhichtheclaimisasserted.
Electronic Signatures Permitted. Proofs of Claim signed
electronically by the claimant or an authorized agent or legal
representative of the claimant may be deemed acceptable for purposes of
claims administration. Copies of Proofs of Claim,or Proofs of Claim sent by
facsimile or electronic mail will not be accepted.Unless otherwise ordered
by the Court, any original document containing the original signature
of any party other than the party that files the Proof of Claim shall be
retained by the filing party for a period of not less than five (5) years after
the Debtors’ case is closed, and upon request, such original document
must be provided to the Court or other parties for review, pursuant to
the Administrative Procedures for the Filing, Signing, and Verifying of
DocumentsbyElectronicMeansinTexasBankruptcyCourts.
Section 503(b)(9) Requests for Payment. Any Proof of Claim
that asserts a right to payment arising under section 503(b)(9) of the
Bankruptcy Code must also:(1) include the value of the goods delivered to
and received by the Debtors in the twenty (20) days prior to the Petition
Date;(2) attach any documentation identifying the particular invoices for
which such 503(b)(9) claim is being asserted;and (3) attach documenta-
tion of any reclamation demand made to the Debtors under section 546(c)
oftheBankruptcyCode(ifapplicable).
Additional Information. If you have any questions regarding the
claims process and/or you wish to obtain a copy of the Bar Date Notice, a
proof of claim form or related documents you may do so by: (i) calling the
Debtors’ restructuring hotline at 877-606-3610; and/or (ii) visiting the
Debtors’restructuringwebsiteat:http://cases.primeclerk.com/Covia.
(^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
thelastfourdigitsoftheirtaxidentification,registration,orlikenumbersis
not provided herein. A complete list of such information may be obtained
on the website of the Debtors’claims and noticing agent at http://cases.
primeclerk.com/Covia. Thelocation of DebtorCoviaHoldingsCorporation’s
principal place of business and the Debtors’ service address is: 3 Summit
ParkDrive,Suite700,Independence,Ohio44131.
IN THE UNITED STATES BANKRUPTCY COURT FOR THE
SOUTHERN DISTRICT OF TEXAS, HOUSTON DIVISION
In re:
DENBURY RESOURCES INC.,
et al.,^1
Debtors.
)
)
)
)
Chapter 11
Case No.20-33801 (DRJ)
(Jointly Administered)
Re: Docket No.62
NOTICE OF DISCLOSURE PROCEDURES APPLICABLE TO
CERTAIN HOLDERS OF COMMON STOCK AND DISCLOSURE
PROCEDURES FOR TRANSFERS OF AND DECLARATIONS
OF WORTHLESSNESS WITH RESPECT TO COMMON STOCK
TO: ALL ENTITIES (AS DEFINED BY SECTION 101(15) OF THE
BANKRUPTCY CODE OR WITHIN THE MEANING OF TREASURY
REGULATION SECTION 1.382-3) THAT MAY HOLD BENEFICIAL
OWNERSHIP OF COMMON STOCK OF WHITING PETROLEUM
CORPORATION(THE“COMMONSTOCK”):
PLEASE TAKE NOTICEthat on July 30, 2020 (the “Petition Date”), the
above-captioned debtors and debtors in possession (collectively, the
“Debtors”), filed petitions with the United States Bankruptcy Court for the
Southern District of Texas (the “Court”) under chapter 11 of title 11 of the
United States Code (the“Bankruptcy Code”). Subject to certain exceptions,
section 362 of the Bankruptcy Code operates as a stay of any act to obtain
possession of property of or from the Debtors’estates or to exercise control
overpropertyoforfromtheDebtors’estates.
PLEASE TAKE FURTHER NOTICEthat on the Petition Date,the Debtors
filed theDebtors’ Emergency Motion for Entry of Interim and Final Orders (I)
Approving Notification and Hearing Procedures for Certain Transfers of and
DeclarationsofWorthlessnesswithRespecttoCommonStock,and(II)Granting
RelatedReliefDocketNo.10.
PLEASETAKEFURTHERNOTICEthatonJuly31,2020,theCourtentered
theFinal Order (I) Approving Notification and Hearing Procedures for Certain
Transfers of and Declarations ofWorthlessness with Respect to Common Stock,
and (II) Granting Related Relief[Docket No.62] (the“Order”) approving pro-
cedures for certain transfers of and declarations of worthlessness with
respect to Common Stock,set forth inExhibit 1attached to the Order (the
“Procedures”).^2
PLEASE TAKE FURTHER NOTICEthat, pursuant to the Order, a
Substantial Shareholder or entity who may become a Substantial
Shareholder may not consummate any purchase, sale, or other transfer of
Common Stock or Beneficial Ownership of Common Stock in violation of the
Procedures,and any such transaction in violation of the Procedures shall be
nullandvoidabinitio.
PLEASE TAKE FURTHER NOTICEthat, pursuant to the Order, the
Procedures shall apply to the holding and transfers of Common Stock or any
Beneficial Ownership therein by a Substantial Shareholder or someone who
maybecomeaSubstantialShareholder.
PLEASETAKEFURTHERNOTICEthatpursuanttotheOrder,a50-Percent
Shareholder may not claim a worthless stock deduction with respect to
Common Stock, or Beneficial Ownership of Common Stock, in violation of
the Procedures,and any such deduction in violation of the Procedures shall
benullandvoidabinitio,andthe50-PercentShareholdershallberequiredto
fileanamendedtaxreturnrevokingsuchproposeddeduction.
PLEASE TAKE FURTHER NOTICEthat upon the request of any entity,
the notice, claims, and solicitation agent for the Debtors, Epiq Corporate
Restructuring,LLC,will provide a copy of the Order and a form of each of the
declarations required to be filed by the Procedures in a reasonable period of
time. Such declarations are also available via PACER on the Court’s website
athttps://ecf.txsb.uscourts.gov for a fee, or free of charge by accessing the
Debtors’restructuringwebsiteathttps://dm.epiq11.com/Denbury.
PLEASE TAKE FURTHER NOTICE THAT FAILURE TO FOLLOW
THE PROCEDURES SET FORTH IN THE ORDER SHALL CONSTITUTE
A VIOLATION OF, AMONG OTHER THINGS, THE AUTOMATIC STAY
PROVISIONSOFSECTION362OFTHEBANKRUPTCYCODE.
PLEASE TAKE FURTHER NOTICE THAT ANY PROHIBITED PURCHASE,
SALE, OTHER TRANSFER OF, OR DECLARATION OF WORTHLESSNESS
WITH RESPECT TO COMMON STOCK, BENEFICIAL OWNERSHIP
THEREOF, OR OPTION WITH RESPECT THERETO IN VIOLATION OF THE
ORDER IS PROHIBITED AND SHALL BE NULL AND VOIDAB INITIOAND
MAY BE SUBJECT TO ADDITIONAL SANCTIONS AS THIS COURT MAY
DETERMINE.
PLEASE TAKE FURTHER NOTICEthat the requirements set forth in the
Orderareinadditiontotherequirementsofapplicablelawanddonotexcuse
compliancetherewith.
Houston,Texas,July 31,2020,/s/MatthewD.Cavenaugh,JACKSONWALKER
L.L.P.,Matthew D.Cavenaugh (TX Bar No. 24062656), Vienna F. Anaya
(TX Bar No. 24091225), Victoria Argeroplos (TX Bar No. 24105799), 1401
McKinney Street, Suite 1900, Houston,Texas 77010,Telephone: (713) 752-
4200, Facsimile: (713) 752-4221, Email: [email protected], vanaya@
jw.com, [email protected],Proposed Co-Counsel to the Debtors and
Debtors in Possession-and-KIRKLAND & ELLIS LLP, KIRKLAND & ELLIS
INTERNATIONAL LLP,Joshua A. Sussberg, P.C. (admittedpro hac vice),
Christopher Marcus, P.C. (admittedpro hac vice), Rebecca Blake Chaikin
(admittedpro hac vice), 601 Lexington Avenue, New York, New York 10022,
Telephone: (212) 446-4800, Facsimile: (212) 446-4900, Email: joshua.
[email protected], [email protected], rebecca.
[email protected] -and- David L. Eaton (admittedpro hac vice), 300
North LaSalle Street, Chicago, Illinois 60654, Telephone: (312) 862-2000,
Facsimile: (312) 862-2200, Email: [email protected],Proposed
Co-CounseltotheDebtorsandDebtorsinPossession 1
The Debtors in these chapter 11 cases, along with the last four dig-
its of each Debtor’s federal tax identification number, include: Denbury
ResourcesInc.(7835);DenburyAir,LLC(7621);DenburyBrookhavenPipeline
Partnership, LP (6322); Denbury Brookhaven Pipeline, LLC (6471); Denbury
Gathering & Marketing, Inc. (6150); Denbury Green Pipeline-Montana, LLC
(6443); Denbury Green Pipeline-North Dakota, LLC (7725); Denbury Green
Pipeline-Riley Ridge,LLC (2859);Denbury Green Pipeline-Texas,LLC (2301);
Denbury Gulf Coast Pipelines, LLC (0892); Denbury Holdings, Inc. (1216);
DenburyOnshore,LLC(7798);DenburyOperatingCompany(7620);Denbury
Pipeline Holdings, LLC (0190); Denbury Thompson Pipeline, LLC (0976);
Encore Partners GP Holdings, LLC (N/A); Greencore Pipeline Company, LLC
(9605); Plain Energy Holdings, LLC (0543). The location of Debtor Denbury
Resources Inc.’s principal place of business and the Debtors’service address
inthesechapter11casesis5320LegacyDrive,Plano,Texas75024. 2
Capitalized terms used but not otherwise defined herein have the
meaningsascribedtothemintheOrderortheMotion,asapplicable.
IN THE UNITED STATES BANKRUPTCY COURT FOR THE
SOUTHERN DISTRICT OF TEXAS, HOUSTON DIVISION
In re:
DENBURY RESOURCES INC.,
et al.,^1
Debtors.
)
)
)
)
Chapter 11
Case No.20-33801 (DRJ)
(Jointly Administered)
NOTICE OF COMMENCEMENT OF CHAPTER 11
BANKRUPTCY CASES AND HEARING ON THE
DISCLOSURE STATEMENT AND CONFIRMATION OF THE
JOINT CHAPTER 11 PLAN
TO: ALL HOLDERS OF CLAIMS, HOLDERS OF INTERESTS, AND
PARTIES IN INTEREST IN THE ABOVE-CAPTIONED CHAPTER
11CASES
PLEASE TAKE NOTICE THATon July 30,2020 (the“Petition Date”),
the above-captioned debtors and debtors in possession (collectively,
the “Debtors”) filed with the United States Bankruptcy Court for the
Southern District of Texas (the “Court”) the Debtors’Joint Chapter
11 Plan of Reorganization of Denbury Resources Inc. and Its Debtor
Affiliates[Docket No. 16] (as amended, supplemented, or otherwise
modified from time to time, the “Plan”) and proposed disclosure
statement [Docket No. 17] (as amended, supplemented, or other-
wise modified from time to time, the “Disclosure Statement”) pursu-
ant to sections 1125 and 1126(b) of title 11 of the United States Code,
11 U.S.C.§§ 101–1532 (the“Bankruptcy Code”). Copies of the Plan and
theDisclosureStatementmaybeobtaineduponrequestoftheDebtors’
proposedcounselattheaddressspecifiedbelowandareonfilewiththe
Clerk of the Court, 515 Rusk Street, Houston,Texas 77002, where they
are available for review between the hours of 8:00 a.m. to 5:00 p.m.,
prevailing CentralTime. The Plan and the Disclosure Statement also are
availableforinspectionforafeeonhttp://pacer.gov(accountrequired)
or free of charge on the Debtors’ restructuring website at https://
dm.epiq11.com/Denbury.^2
PLEASE TAKE FURTHER NOTICE THATa hearing (the“Combined
Hearing”) will be held before the Judge David R. Jones, United States
Bankruptcy Judge, in Room 400 of the United States Bankruptcy
Court,515 Rusk Street Houston,Texas 77002,onSeptember 2, 2020
at 2:00 p.m. prevailing Central Time, to consider the adequacy of
the Disclosure Statement, any objections to the Disclosure Statement,
confirmation of the Plan,any objections thereto,and any other matter
that may properly come before the Court. Please be advised that the
Combined Hearing may be continued from time to time by the Court
or the Debtors without further notice other than by such adjournment
beingannouncedinopencourtorbyanoticeofadjournmentfiledwith
theCourtandservedonotherpartiesentitledtonotice.
PLEASE TAKE FURTHER NOTICE THATobjections (each, an
“Objection”),if any,to the Plan or the Disclosure Statement must:(a) be
in writing;(b) comply with the Federal Rules of Bankruptcy Procedure
and the Bankruptcy Local Rules for the Southern District of Texas;
(c) state the name and address of the objecting party and the amount
and nature of the Claim or Interest beneficially owned by such entity or
individual; (d) state the legal or factual basis for such objections, and,
if practicable, a proposed modification to the Plan that would resolve
such objections; and (e) be filed with the Court (contemporaneously
with a proof of service) so as to beactually receivedno later than
August28at4:00p.m.prevailingCentralTime.
UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN
ACCORDANCE WITH THIS NOTICE IT MAY NOT BE CONSIDERED BY
THECOURT.
CRITICAL INFORMATION REGARDING OBJECTING TO THE
PLAN
ARTICLE VIII OF THE PLAN CONTAINS RELEASE, EXCULPATION,
AND INJUNCTION PROVISIONS, AND ARTICLE VIII.C CONTAINS A
THIRD-PARTYRELEASE. THUS,YOUAREADVISEDTOREVIEWAND
CONSIDER THE PLAN CAREFULLY BECAUSE YOUR RIGHTS MIGHT
BEAFFECTEDTHEREUNDER.
ALL HOLDERS OF CLAIMS OR INTERESTS THAT DO NOT (X)
VALIDLY OPT OUT OFTHE RELEASES CONTAINED INTHE PLAN,(Y)
FILEANOBJECTIONTOTHERELEASESCONTAINEDINTHEPLANBY
THE PLAN OBJECTION DEADLINE THAT IS NOT RESOLVED BEFORE
CONFIRMATION, OR (Z) TIMELY VOTE TO REJECT THE PLAN WILL
BEDEEMEDTOHAVEEXPRESSLY,UNCONDITIONALLY,GENERALLY,
INDIVIDUALLY, AND COLLECTIVELY CONSENTED TO THE RELEASE
ANDDISCHARGEOFALLCLAIMSANDCAUSESOFACTIONAGAINST
THEDEBTORSANDTHERELEASEDPARTIES.
YOU ARE ADVISED TO CAREFULLY REVIEW AND CONSIDER THE
PLAN,INCLUDING THE DISCHARGE,RELEASE,EXCULPATION,AND
INJUNCTION PROVISIONS IN ARTICLE VIII OF THE PLAN,AS YOUR
RIGHTSMIGHTBEAFFECTED.
(^1) The Debtors in these chapter 11 cases,along with the last four dig-
its of each Debtor’s federal tax identification number,include:Denbury
Resources Inc. (7835); Denbury Air, LLC (7621); Denbury Brookhaven
Pipeline Partnership, LP (6322); Denbury Brookhaven Pipeline, LLC
(6471); Denbury Gathering & Marketing, Inc. (6150); Denbury Green
Pipeline-Montana, LLC (6443); Denbury Green Pipeline-North Dakota,
LLC (7725); Denbury Green Pipeline-Riley Ridge, LLC (2859); Denbury
Green Pipeline-Texas, LLC (2301); Denbury Gulf Coast Pipelines, LLC
(0892); Denbury Holdings, Inc. (1216); Denbury Onshore, LLC (7798);
Denbury Operating Company (7620); Denbury Pipeline Holdings, LLC
(0190); Denbury Thompson Pipeline, LLC (0976); Encore Partners GP
Holdings, LLC (N/A); Greencore Pipeline Company, LLC (9605); Plain
Energy Holdings,LLC (0543). The location of Debtor Denbury Resources
Inc.’s principal place of business and the Debtors’ service address in
thesechapter11casesis5320LegacyDrive,Plano,Texas75024. 2
Capitalized terms used but not otherwise defined herein have the
meanings given to them in the Plan or the Disclosure Statement, as
applicable. The statements contained herein are summaries of the
provisions contained in the Plan and Disclosure Statement and do not
purport to be precise or complete statements of all the terms and pro-
visions of the Plan or documents referred therein. To the extent there
is a discrepancy between the terms herein and the Plan or Disclosure
Statement,thePlanorDisclosureStatement,asapplicable,shallgovern
and control. For a more detailed description of the Plan,please refer to
theDisclosureStatement.
Good friends
deserve extraordinary
journalism.