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In the United States Bankruptcy Court for the District of Delaware

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In the United States Bankruptcy Court for the District of Delaware Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 1 of 16 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) CARBONLITE HOLDINGS LLC, et al.,1 ) Case No. 21-10527 (JTD) ) Debtors. ) (Jointly Administered) ) Objection Deadline: April 21, 2021 at 4:00 p.m. (ET) ) Hearing Date: May 13, 2021 at 1:00 p.m. (ET) DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF JEFFERIES LLC AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO 11 U.S.C. §§ 327(a) AND 328(a), NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING CERTAIN TIME-KEEPING REQUIREMENTS The above-captioned debtors and debtors in possession (collectively, the “Debtors”) respectfully state as follows in support of this application (this “Application”):2 Relief Requested 1. The Debtors seek entry of an order, substantially in the form attached hereto as Exhibit A, authorizing the Debtors to retain and employ Jefferies LLC (“Jefferies”) as their investment banker, nunc pro tunc to the Petition Date, pursuant to the terms and subject to the conditions of that certain engagement letter between Jefferies and the Debtors dated January 12, 2021, a copy of which is annexed as Exhibit 1 to Exhibit A attached hereto 1 The Debtors in these chapter 11 cases (these “Cases”), along with the last four digits of each Debtor’s federal tax identification number, are: CarbonLite Holdings LLC (8957); CarbonLite Industries LLC (3596); CarbonLite P Holdings LLC (8957); CarbonLite P LLC (5453); CarbonLite PI Holdings LLC (8957); CarbonLite Pinnpack LLC (8957); CarbonLite Recycling Holdings LLC (8957); CarbonLite Sub-Holdings, LLC (8957); Pinnpack P, LLC (8322); CarbonLite Recycling LLC (3727); and Pinnpack Packaging LLC (9948). The address of the Debtors’ corporate headquarters is 10250 Constellation Blvd., Los Angeles, CA 90067. 2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ Cases, are set forth in greater detail in the Declaration of Brian Weiss in Support of Debtors’ Chapter 11 Petitions and First Day Relief [Docket No. 13] (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), on March 8, 2021 (the “Petition Date”). Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 2 of 16 (the “Engagement Letter”);3 and (b) waiving and modifying certain of the time-keeping requirements of Bankruptcy Rule 2016(a), any guidelines (the “Trustee Guidelines”) of the United States Trustee and any other guidelines regarding submission and approval of fee applications. The Engagement Letter describes: (a) the various services that the Debtors seek Jefferies to perform on their behalf during these Cases; and (b) the terms and conditions of Jefferies’ proposed engagement by the Debtors. In support of this Application, the Debtors respectfully submit the declaration of Richard Morgner, Managing Director and Co-Head of Restructuring at Jefferies (the “Morgner Declaration”), attached hereto as Exhibit B, and respectfully state the following in support of this Application: Jurisdiction and Venue 2. The United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. The Debtors confirm their consent, pursuant to rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), to the entry of a final order by the Court in connection with this Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 3 Capitalized terms not defined here shall have the meanings set forth in the Engagement Letter. 2 Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 3 of 16 4. The statutory bases for the relief requested herein are sections 327(a), 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2002-1, 2014-1, 2016-2(h) and 9013-1. Background 5. The Debtors are on the forefront of processing post-consumer recycled polyethylene terephthalate (“rPET”) plastic products and producing high-quality rPET and polyethylene terephthalate (“PET”) beverage and food packaging products. As of the Petition Date, the Debtors operate three facilities at which they process PET bottles and flake into rPET pellets, which are later incorporated into other products and packaging. The Debtors also operate PinnPack, which processes the rPET and PET into high-quality thermoformed tubs, bowls, domes, and clamshell packaging for food applications. 6. On the Petition Date, each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in these Cases. 7. On March 23, 2021, the Office of the United States Trustee appointed the following members to the Official Committee of Unsecured Creditors (the “Committee”) pursuant to section 1102(a)(1) of the Bankruptcy Code: (i) Niagara Bottling, LLC; (ii) Everrank Investment Group, Inc.; (iii) Bantam Materials International (iv) Replenysh, Inc.; (v) rPlanet Earth Los Angeles LLC; (vi) Bayan Plastics LLC; and (vii) Exact Staff, Inc. See Docket No. 118. 3 Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 4 of 16 Jefferies’ Qualifications and the Need for Jefferies’ Services 8. The Debtors submit this Application because of their need to retain a qualified investment banker to assist them in the critical tasks associated with guiding the Debtors through these Cases. The Debtors believe that their retention of an investment banker is necessary and appropriate to enable them to evaluate the financial and economic issues raised by the Debtors’ chapter 11 proceedings, successfully consummate a restructuring, and to effectively carry out their duties as debtors in possession. 9. The Debtors selected Jefferies as their investment banker in these Cases based upon Jefferies’ extensive experience in matters involving complex financial restructurings and Jefferies’ excellent reputation for the services that it has rendered in chapter 11 cases on behalf of debtors and creditor constituencies throughout the United States. Jefferies, moreover, has been engaged by the Debtors since January 12, 2021, and, as a result, is familiar with the Debtors’ corporate and capital structure, management, and business operations. In addition, Jefferies advised the Debtors prior to the Petition Date regarding, among other things, preparation for these Cases. The Debtors thus believe that Jefferies is both well qualified and uniquely able to advise the Debtors in these Cases. 10. As set forth in the Morgner Declaration, Jefferies is a full-service investment banking firm, with approximately 3,900 employees in more than 30 offices around the world. Jefferies and its senior professionals have extensive expertise providing investment banking services to financially distressed companies, creditors, committees, equity holders, asset purchasers, and other constituencies in reorganization proceedings and complex financial restructurings, both in and out of court. Jefferies and its professionals are providing or have provided investment banking, financial advisory, and other services in connection with the 4 Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 5 of 16 following recent cases, among others: In re Mallinckrodt plc, Case No. 20-12522 (JTD) (Bankr. D. Del. Jan. 13, 2021); In re Bouchard Transportation Co,. Inc., Case No. 20-34682 (DRJ) (Bankr. S.D. Tex. Jan. 14, 2021); In re Valaris plc, Case No. 20-34114 (MI) (Bankr. S.D. Tex. Nov. 04, 2020); In re Dura Automotive Systems, LLC, Case No. 19-12378 (KBO) (Bankr. D. Del. Dec. 3, 2019); In re Synergy Pharmaceuticals Inc., Case No. 18-14010 (JLG) (Bankr. S.D.N.Y. Mar. 7, 2019); In re Westmoreland Coal Company, Case No. 18-35672 (DRJ) (Bankr. S.D. Tex. Dec. 6, 2018); In re Mission Coal Company, LLC, Case No. 18-04177-TOM11 (Bankr. N.D. Ala. Nov. 30, 2018); In re Claire’s Stores, Inc. Case No. 18-10584 (MFW) (Bankr. D. Del. Aug. 3, 2018); In re Gibson Brands, Inc., Case No. 18-11025 (CSS) (Bankr. D. Del. June 6, 2018); In re iHeartMedia, Case No. 18-31274 (MI) (Bankr. S.D. Tex. May 30, 2018); In re Armstrong Energy, Inc., Case No. 17-47541-659 (Bankr. E.D. Mo. Jan. 16, 2018); In re Real Industry, Inc., Case No. 17-12464 (KJC) (Bankr. D. Del. Dec. 19, 2017); In re Goodman Networks, Inc., Case No. 17-31575 (MI) (Bankr. S.D. Tex. Apr. 20, 2017); In re BCBG Max Azria Global Holdings, LLC, Case No. 17-10466 (SCC) (Bankr. S.D.N.Y. Mar. 29, 2017); In re Peabody Energy Corp., Case No. 16-42529 (BSS) (Bankr. E.D. Mo. June 17, 2016); In re Aspect Software Parent, Inc., No. 16-10597 (MFW) (Bankr. D. Del. Apr. 21, 2016); In re Sundevil Power Holdings, LLC, No. 16-10369 (KJC) (Bankr. D. Del. Apr. 7, 2016); In re Arch Coal, Inc., Case No. 16-40120 (TFE) (Bankr. E.D. Mo. Mar. 21, 2016); In re Alpha Natural Res., Inc., No. 15-33896 (KRH) (Bankr.
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