Case 21-10457-LSS Doc 318 Filed 06/03/21 Page 1 of 7
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
Chapter 11
Case No. 21-1p457 (LSS) MQBITV, INC., et al., Jointly Administered
Objection Deadline: June 28, 2p21 at 4:00 p.m. (ET) Hearing Date: July 12, 2021 at 2;00 p.m. (ET)
SIXTH OMNIBUS MOTION FOR ENTRY OF AN ORDER AUTHQRIZING DEBTORS TO REJECT CERTAIN EXECUTORY CQNTRACTS PURSUANT TO 11 U.S.C.. ~ 365, EFFECTIVE AS OF JUNE 3, 2021
THIS MOTION SEEKS TO REJECT CERTAIN EXECUTORY CONTRACTS. PARTIES RECEIVING THIS MOTION SHOULD LOCATE THEIR NAMES AND' EXECUTORY CONTRACTS ON EXHIBIT 1 TO THE ORDER ATTACHED TO THIS MOTION AS EXHIBIT A.
The above-captioned debtors and debtors in possession (collectively, the "Debtors") respectfully state the following in support of this motion (this "Motion"):
RELIEF REQUESTED
1. By this Motion, the Debtors request the entry of an order (the "Order"), substantially in the form attached hereto as Exhibit A, authorizing the rejection of the executory contracts (the "Rejected Contracts") set forth on Exhibit 1 to the Order, effective as of June 3,
2021 (the "Rejection Date").
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
' The Debtors in these chapter 11 cases and the last four digits of each Debtor's U.S. tax identification number are as follows: MobiTV, Inc. (2422) and MobiTV Service Corporation (8357). The Debtors' mailing address is 350 S. Grand Avenue, Suite 3000, Los Angeles, CA 90071.
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Standing Order of Reference from the United States District Court for the District of Delaware,
dated Febxuary 29, 2412. This matter is a core proceeding within the meaning of 28 U.$.C.
§ 157(b)(2), and the Debtors confirm their consent pursuant to Rule 9013-1(~ of the Local Rules
of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of
Delaware to the entry of a final order by the Court in connection with this Motion 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.
4. The statutory and rule predicates for the relief sought herein are sections
105(a) and 365(a) of Title 11 of the United States Code (the "Bankruptcy Code") and Federal
Rules of Bankruptcy Procedure 6006 and 6007.
RELEVANT BACKGROUND
A. General Case Background
5. The Debtors commenced these chapter 11 cases (the "Chapter 11 Cases") on
March 1, 2021 (the "Petition Date") by filing voluntary petitions for relief under chapter 11 of the
Bankruptcy Code. The Debtors continue to manage and operate their businesses as debtors in
possession under sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has
been appointed in these Chapter 11 Cases.
6. On March 15, 2021, the Office of the United States Trustee appointed
ATEME, Inc., BEAR Cloud Technologies Inc., and Loma Alta Holdings, Inc. as the members of the official committee of unsecured creditors (the "Committee").
7. Information regarding the Debtors' businesses and capital structure, as well as a description of the events precipitating the filing of these Chapter 11 Cases, is set forth in
Declaration of Teri Stevens in Support of Fist Day Motions [Docket No. 4].
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8. In order to manage their business and assets responsibly and economically,
the Debtors are cpntinuing their contract review and rejecting executory contracts that are na
longer needed by the Debtors and which are a burden on the Debtors and their estates. To that end,
the Debtors have identified certain executory contracts that the Debtors will not require to operate
their business going forward, that can be rejected as of the Rejection Date.
B. The Reiected Contracts
9. The Rejected Contracts consist of two contracts. The Court recently
approved the sale of substantially all of the Debtors' assets (the "Sale") to TiVo Corporation
("TiVo"). TiVo has determined it does not require the Rejected Contracts and the Debtors will no
longer need them post-closing of the Sale.
10. The Debtors have also determined that the Rejected Contracts2 do not provide any economic benefit to their estates. Additionally, the Debtors have determined, in their reasonable business judgment, that there is no net benefit that can be realized from any further
attempt to market and assign the Rejected Contracts. As a result, the cost to the Debtors of performing their obligations under the Rejected Contracts and incurring unnecessary administrative expenses, is burdensome. Rejection of the Rejected Contracts is thus in the best interests of the Debtors' estate and their creditors. Accordingly, the Debtors seek to reject the
Rejected Contracts as of the Rejection Date.
BASIS FOR RELIEF
11. Section 365(a) of the Bankruptcy Code provides that a trustee or debtor in possession, "subject to the court's approval, may ... reject any executory contract or unexpired lease of the debtor." 11 U.S.C. § 365(a); see also Univ. Med. Ctr. v. Sullivan (In re Univ, Med.
2 The Debtors reserve all rights with respect to the characterization of the Rejected Contracts, whether such Rejected Contracts have expired by their own terms or have been terminated or assigned prepetition, and any rejection or other damages that may be asserted. 3 DOGS LA:338210.1 Case 21-10457-LSS Doc 318 Filed 06/03/21 Page 4 of 7
Ctr.), 973 F.2d 1065, 1075 (3d Cir. 1992). "This prevision allows a trustee to relieve the
bankruptcy estate of burdensgme agreements which have not been completely performed."
Stewart Title Guar. Ca. v. Old Republic Nat'l Title Co., 83 F.3d 735, 741 (5th Cir. 1996) (citing In
re Muerexco PetNoleum, Inc., 15 F.3d 60, 62 (5th Cir. 1994)).
12. The decision to assume or reject an executory contract or unexpired lease is
a matter within the "business judgment" of the trustee. See NLRB v. Bildisco (In re Bildisco), 682
F.2d 72, 79 (3d Cir. 1982) ("The usual test for rejection of an executory contract is simply whether
rejection would benefit the estate, the `business judgment' test."); In re Taylor, 913 F.2d 102, 107
(3d Cir. 1990); see also In re Federal Mogul Global, Inc., 293 B.R. 124, 126 (D. Del. 2003); In re
HQ Global Holdings, 290. B.R. 507, 511 (Bankr. D. Del. 2003). The business judgment standard
mandates that a court approve a trustee's business decision unless the decision is the product of
bad faith, whim or caprice. See In re Trans World Airlines, Inc., 261 B.R. 103, 121 (Bankr. D.
Del. 2001); see also Summit Land Co. v. Allen (In ~e Summit Land Co.), 13 B,R. 310, 315 (Bankr.
D. Utah 198.1) (absent extraordinary- circumstances, court .approval of a debtor's decision to assume or reject an executory contract "should be granted as a matter of course").
13. Rejection of an executory contract or unexpired lease is appropriate where rejection of the contract would benefit the estate. See Sharon Steel Corp. v. Nat'l Fuel Gas
Distribution Corp. (In re Sharon Steel Copp.), 872 F.2d 36, 40 (3d Cir. 1989). The standard for rejection is satisfied when a trustee or debtor has made a business determination that rejection will benefit the estate. See- Commercial Fin. Ltd. v. Hawaii Dimensions, Inc. (In re Hawaii
Dimensions, Inc.), 47 B.R. 425, 427 (D. Haw. 1985) ("under the business judgment test, a court should approve a debtor's proposed rejection if such rejection will benefit the estate.")
14. If a trustee's or debtor's business judgment has been reasonably exercised, a court should approve the. assumption or rejection of an unexpired lease or executory contract. See,
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e.g., NLRB v. Bildiscp & Bildisco, 462 U.S. at 523 (19$4); In ~e Federal Mogul Glo~ial, Inc., 293
B.R. 124, 126 (D. Del. 2003).
15. In applying the business judgment standard, courts show great deference to the trustee's or debtor's decisions to reject. See e.g., NRLB V. Bildisco & Bildisco, 462 U.S. at 523
(1984); In re Federal Mogul Global, Inc., 293 B.R. 124, 126 (D. Del. 2003) (court should approve a debtor's decision to reject a contract unless that decision is the product of bad faith or a gross abuse of discretion); Summit Land Co. v. Allen (In re Summit Land Co.), 13 B.R. 310, 315 (Bankr.
D. Utah 1981) (absent extraordinary circumstances, court approval of a debtor's decision to assume or reject an executory contract "should be granted as a matter of course")
16. Pursuant to section 365(a) of the Bankruptcy Code, the Debtors seek to reject the Rejected Contracts effective as of the Rejection Date in order to avoid the possibility of incurring any additional expenses and costs related to the Rejected Contracts. See NLRB v.
Bildzsco & Bildisco, 46S U.S. 513, 530 (1984) (stating that rejection relates back to the petition date). Furthermore, a court may permit retrospective rejection to avoid unduly exposing a debtor's estate to unwarranted postpetition administrative or other expenses. See In re Amber's Stores, Inc.,
193 B.R. 819, 827. (N.D. Tex. 1996); see also In re Thinking Mach. Corp., 67 F.3d 1021, 1028 (1St
Cir. 1995) ("bankruptcy courts may enter retroactive orders of approval, and should do so when the balance of equities preponderates in favor of such remediation."); In re Jamesway Corp., 179
B.R. 33, 37-38 (S.D.N.Y. 1995) (affirming bankruptcy court's retroactive approval of lease rejection); see also In re CCI WiNeless, LLC, 297 B.R. 133, 140 (D. Col. 2003) (holding that a bankruptcy court "has authority under section 365(d)(3) to set the effective date of rejection at least as early as the filing date of the motion to reject").
17. The Debtors seek to reject the Rejected Contracts in accordance with principles of sound business judgment and the circumstances of these Chapter 11 Cases. The 5 DOCS LA:338210.1 Case 21-10457-LSS Doc 318 Filed 06/03/21 Page 6 of 7
Rejected Contracts are, and will continue to lie, a burden tp the Debtors' estates. The Rejected
Contracts np 1pnger provide any economic benefit to the Debtors' estates.
18. Additionally, the Debtors have determined, in their reasonable business judgment, that there is no net benefit that can be realized from any additional attempt to assign the
Rejected Contracts.3 As a result, the Debtors have determined that the cost to the Debtors of performing the Debtors' obligations under the Rejected Contracts and incurring unnecessary administrative expenses, is burdensome, and that rejection of the Rejected Contracts is thus in the best interests of the Debtors' estates and creditors. For all of the above reasons, the Debtors submit that rejection of the Rejected Contracts is in the best interests of the Debtors' estates and creditors, and other parties in interest.
19. The Debtors may have claims against the Counterparties arising under, or independently of, the Rejected Contracts. The Debtors do not waive such claims by the filing of this Motion or by the rejection of the Rejected Contracts.
NOTICE
20. The Debtors will provide notice of this Motion to: (i) the Office. of the
United States Trustee for the District of Delaware; (ii) counterparties to the Rejected Contracts;
(iii) counsel to the Committee; (iv) counsel to Ally Bank; and (v) those parties who have
requested notice pursuant to Bankruptcy Rule 2002. A copy of the Motion is also available on
the Debtors' case website at https://cases.stretto.com/MobiTV. The Debtors submit that no other
or further notice is necessary.
3 The Debtors reserve all of their rights with respect to the determination of whether any Rejected Contract has been or will have been terminated or breached. In either event, the Debtors do not believe that assumption of the Rejected Contracts is in the best interests of the Debtors' estates or -their creditors and thus seek to reject the Rejected Contracts pursuant to this Motion. 4 The Debtors continue to review their contract portfolio and will file additional motions if they determine that rejecting other contracts is in the estates' best interests. 6 DOGS LA:338210.1 Case 21-10457-LSS Doc 318 Filed 06/03/21 Page 7 of 7
NO PRIOR REQUEST
21. Nc~ previous request for the relief sought herein has been made to this or any other Court.
WHEREFORE, the Debtors respectfully request that the Court enter the- Order granting the relief requested herein and such other and further relief as the Court may deem proper.
Dated: June 3, 2021 PACHULSKI STANG ZIEHL &JONES LLP Wilmington, Delaware /s/Mary F. Caloway Debra I. Grassgreen (admitted pro hac vice) Jason H. Rosell (admitted pro hac vice) Mary F. Caloway (DE Bar No. 3059) 919 North Market Street, 17th Floor Wilmington, DE 19899-8705 Telephone: 302-652-~}100 Facsimile: 302-652-4400 Email: [email protected] [email protected] mcaloway@pszj law. com Counsel to the Debtors and Debtors in Possession
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~N THE UNITED STATES BANKRUPTCY CQURT FQR THE DISTRICT OF IaELAWARE
chapter 11 In re: Case No. 21-10457 (LSS) MOBITV, INC., et al., Jointly Administered Debtors. 1
Abjection Deadline: June 28, 2021 at 4:00 p.m. (ET) Hearing Hate: July 12, 2021 at 2:00 p.m. (ET)
NQTICE OF SIXTH OMNIBUS MOTIQN FQR ENTRY OF ORI}ER AUTHORIZING DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS PURSUANT TO 11 U.S.C. ~ 365, EFFECTIVE AS OF JUNE 3, 2021
PLEASE TAKE NOTICE that on June 3, 2p21, the above-captioned debtors and debtors in possession (the "Debtors") filed the Sixth Omnibus Motion for Entry of an Order
Authorizing Debtors to Reject Certain Executory Contracts Pursuant to 11 U.S.0 § 365,
Effective as of June 3, 2021 (the "Motion") with the United States Bankruptcy Court for the
District of Delaware (the "Court").
PLEASE TAKE FURTHER N~TICE that any responses to the Mption must be in writing and filed with the Clerk of the United States Bankruptcy Court for the District of
Delaware, 824 Market Street, Third Floor, Wilmington, Delaware 19801, and served upon the undersigned, so as to be received on or before 4:04 p.m. (Eastern Time) on June 28, 2021.
PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objectign upon: Counsel to the Debtors: (a) Pachulski Stang Ziehl &
Jones LLP, 150 California Street, 15th Floor, San Francisco, CA 94111, Attention: Debra
Grassgreen ([email protected]) and Jason Rosell ([email protected]); and (b)
1 The Debtors in these chapter 11 cases and the last four digits of each Debtor's U.S. tax identification number are as follows: MobiTV, Inc. (2422) and MobiTV Service Corpgration (8357). The Debtors' mailing address is 350 S. Grand Avenue, Suite 3000, ~.os Angeles, CA 90071. Case 21-10457-LSS Doc 318-1 Filed 06/03/21 Page 2 of 3
Pachulski Stang Ziehl &Jones LLF, 919 North Market Street, 17th Floor, Wilmington, DE
19801, Attention: Mary Caloway (mcaloway~a pszjlaw.cgm); The Office of the United States
Trustee for the District of Delaware: 844 King Street, Suite 2207, Wilmingtpn, DE 19801, Attn:
Benjamin A. Hackman ([email protected]); and Counsel to the Committee: Fox
Rothschild LLF, 919 N. Market Street, Suite 30Q, Wilmington, DE 198Q1, Attn: Seth Niederman
(sniederman~foxrothschild.com) and Michael Sweet ([email protected]) and Gordon
Gouveia ([email protected]).
PLEASE TAKE FURTHER NOTICE THAT, IF AN OBJECTION IS PRpPERLY
FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, A
HEARING WILL BE HELD QN JULY 12, 2p21 AT 2:00 P.M. (EASTERN TIME) BEFORE
THE HONORABLE LAURIE SELBER SILVERSTEIN, UNITED STATES BANKRUPTCY
JUDGE FOR THE DISTRICT OF ~ELAWAR,E, 824 MARKET STREET, COURT ROOM #2,
SIXTH FLOOR, WILMINGTON, DELAWARE- 19801. ONLY OBJECTIONS MADE IN
WRITING AND TIMELY FILED WILL BE CONSIDERED BY THE BANKRUPTCY
COURT AT SUCH HEARING.
IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT
MAY GRANT THE RELIEF DEMANDED BY THE MOTION WITHOUT FURTHER
NOTICE OR HEARING.
2 Case 21-10457-LSS Doc 318-1 Filed 06/03/21 Page 3 of 3
WHEREFQRE, the debtors respectfully request that the Court enter the Order, granting the relief .requested herein, and such ether relief as the Court deems appropriate under the circumstances.
Dated: June 3, 2021 PACHULSKI STANG ZIEHI., &JONES LLP Wilmingtpn, Delaware /s/Mary F. Caloway Debra I. Grassgreen (admitted pro hac vice) Jason H. Rosell (admitted pro hac vice) Mary F. Calpway (DE far No. 3059) 919 North Market Street, 17th Floor Wilmington, DE 19849-8705 Telephpne: 3 02-652-4100 Facsimile: 302-652-4400 Email: [email protected] [email protected] mcaloway@pszj law.com Counsel to the Debtors and Debtors in Possession
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EXHIBIT A
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11 In re: Casa Na. 21-10457 (LSS) MOBITV, INC., et al., Jointly Administered Debtors. 1 Related Docket No. _
ORDER AUTHpRIZING THE DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS PURSUANT TO 11 U.S.C. $ 365, EFFECTIVE AS OF JUNE 3, 2021
Upon consideration of the sixth omnibus motion (the "Motion")2 of the above- captioned debtors and debtors in possession (the "Debtors") for entry of an order, pursuant to section 365 of Title 11 of the United States Code (the "Bankruptcy Code"), authorizing the
Debtors to reject the contracts (the "Rejected Contracts") set forth in Exhibit 1 hereto; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334;
and it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. §§ 1408 and
1409; and adequate notice of the Motion having been given; and it appearing that no other notice
need be given; and after due deliberation and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT:
1. The Motion is GRANTED.
2. The Rejected Contracts listed on Exhibit 1 attached hereto are deemed
rejected effective as of June 3, 2021.
3. Within three (3) business days after entry- of this Order, the Debtors will
~ The Debtors in these chapter 11 cases and the last four digits of each Debtor's U.S. tax identification number are as follows: MobiTV, Inc. (2422) and MobiTV Service Corporation (8357). The Debtors' mailing address is 350 S. Grand Avenue, Suite 3000, Los Angeles, CA 90071_. 2 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Motion,
ROCS LA:338210.1 Case 21-10457-LSS Doc 318-2 Filed 06/03/21 Page 3 of 5
serve this Order on the ~ounterparties to each Rejected Contract.
4. The Counterparty for each Rejected Contract must file a claim under section S02 of the Bankruptcy Code or other claims in connection with such Rejected Contract or the rejection, breach or termination, of such Rejected Contract by the bar date for rejection damage claims set by the Court, failing which such claim or claims by the Counterparty shall be forever barred.
5. The Debtors reserve all- rights to contest any such claim and to contest the characterization of each Rejected Contract, as executory or not.
6. The Debtors do not waive any claims that the Debtors may have against the Counterparty to any Rejected Contract, whether or not such claims are related to such
Rejected Contract.
7. Notwithstanding the passible applicability of Rules 6004(g), 7062, or
9014 of the Federal Rules of Bankruptcy Procedure, or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry.
8. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion.
9. This Court shall retain jurisdiction with respect to all matters arising from or relating to the interpretation, implementation, or enforcement of this Order.
2 DOCS LA:338210,1 Case 21-10457-LSS Doc 318-2 Filed 06/03/21 Page 4 of 5
EXHIBIT 1 Rejected Contracts
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Counterparty pebtor Party Description of Contract Red Elephant Solutions LLP MobiTV, Inc. Consultancy Agreement dated July D2-706, Survey No. 17, Pune 23, 2018 Maharashtra 411018 India Oracle America, Inc. MobiTV, Inc. Invoice Number 44051264 related 500 Oracle Parkway to Oracle Order Number 5303648 Redwood City, CA 94065 and PO No. P00006254
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IN THE UNITED STATES BANKRUPTCY COURT FQR THE DISTRICT QF DELAWARE
Chapter 11 In re: Case No. 21-1Q457 (LSS) MOBITV, INC., et al.,l Jointly Administered Debtors.
CERTIFICATE QF SERVICE
I, Mary F. Caloway, hereby certify that on the 3rd day of June, 2021, I caused a
copy of the following documents) to be served on the individuals on the attached service lists)
in the manner indicated.
Notice of Sixth Omnibus Motion for Entry of an Order Authorizing Debtors to Reject Certain Executory Contracts Pursuant to 11 U.S.0 § 365, Effective as of June 3, 2p21; and
Sixth Omnibus Motion for Entry of an Qrder Authorizing Debtors to Reject Certain Executory Contracts Pursuant to 11 U.S.0 § 365, Effective as of June 3, 2021.
/s/Mary F. Caloway Mary F. Caloway (DE $ar No. 3059)
i The Debtors in these chapter 11 cases and the last fpur digits of each Debtor's U.S. tax identification number are as follows: MobiTV, Inc. (2422) and MobiTV Service Corporation (8357). The Debtors' mailing address is 1900 Powell Street, 9th Floor, Emeryville, CA 94608.
DOCS DE:233415.22 57391/001 Case 21-10457-LSS Doc 318-3 Filed 06/03/21 Page 2 of 9
MobiTV, Inc. —Sixth Lease Rejection Service List Case No. 21-1p457-LSS Document No. 234737 pl —First Class Mail O 1 —Foreign First Glass Mail
FIRST CLASS MAIL Oracle America, Inc. SOO Oracle Farkway Redwood City, CA 94065
FpREIGN FIRST CLASS MAIL Red Elephant Solutions LLF 72-706, Survey No. 17, Pune Maharashtra 411018 India
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MobiTv 2002 Service List FCM FIRST CLASS MAIL Case Nn. 21-10457 (LSS) State of Lpuisiana Document No. 233288v2 Dept of Revenue 23—FIRST C~,ASS MAIL E 17 Narth Third St 59—EMAILS Baton Rpuge, LA 7Q$Q2
FIRST CLASS MAIL (Counsel to the Debtor') State of Massachusetts Pachulski Stang Ziehl &Jones LLP Massachusetts Department of Revenue Mary F. Caloway, Esq. lOQ Cambridge Street 919 N. Market Street, 17th Floor Boston, MA Q2114 PO Box 87Q5 Wilmington, DE 19899 (Courier 19801) FIRST CLASS MAIL Email: [email protected] State of New Hampshire Department of Revenue Admin. FIRST CLASS MAIL Governor Hugh Gallen State Office Park Office of the United States Attorney for the 109 Pleasant Street District of Delaware Concord, NH 03301 c/o U.S. Attorney's Office Hercules Building FIRST CLASS MAIL 1313 N. Market Street State of Louisiana Wilmington. DE 19801 Office of the Attorney General 1885 N. Third St FIRST CLASS MAIL Baton Rouge, LA 70802 State of Georgia Office of The Attorney General FIRST CLASS MAIL 40 Capitol Sq. SW Securities &Exchange Commission Atlanta, GA 30334 Secretary of the Treasury 100 F Street, NE FIRST CLASS MAIL Washington, DC 20549 State of New Jersey Office of the Attorney General FIRST CLASS MAIL Richard J. Hughes Justice Complex State of Connecticut 25 Market St 8th Fl, West Wing Department of Revenue Services Trenton, NJ 08611 450 Columbus Blvd., Ste. 1 Hartford, CT 06103 FIRST CLASS MAIL State of Texas FIRST CLASS MAIL Office of the Attorney General Securities &Exchange Commission 300 W. 15th St New York Regional Office Austin, TX 78701 Attn: Andrew Calamari, Regional Director 200 Vesey Street Suite 40p New York, NY 10281-1022
DOGS DE233288.2 57391/002 Case 21-10457-LSS Doc 318-3 Filed 06/03/21 Page 4 of 9
FIRST CLASS MAIL FIRST CLAWS MAIL State of California State of New Yprk State Bpard of Equalization Deft. of Taxatign And Finance 45Q N Street, Mic: 121 Bankruptcy Section Sacramento, CA 94279-0121 PQ Box 5300 Albany, NY 12205-Q300 FIRST CLASS MAIL State of New York FIRST CLASS MAIL Office of The Attorney General State Af New Jersey The Capitol New Jersey Division of Taxation 2nd Floor Revenue Processing Center Albany, NY 1224 PO $ox 2$1 Trenton, NJ 08695-0281 FIRST CLASS MAIL State of Utah FIRST CLASS MAIL Utah State Tax Commission State of Oregon 210 North 1950 West Oregon Dept. of Revenue Salt Lake City, UT 84134-0700. FO Box 14730 Salem, OR 97309-0464 FIRST CLASS MAIL State of Georgia FIRST CLASS MAIL Georgia Department of Revenue State of Texas PO Box 740321 Texas Comptroller of Pub. Accounts Atlanta, GA 30374-Q321 PO Box 13528 Capitol Station FIRST CLASS MAIL Austin, TX 78711-3528 State of California State Board of Equalization FIRST CLASS MAIL California Department of Tax and Fee State of California Administration Office of The Attorney General PO Box 942879 PO Box 944255 Sacramento, CA 94279-6001 Sacramento, CA 94244-2550
FIRST CLASS MAIL ELECTRONIC MAIL State of Arizona (Counsel to the Debtor) Arizona Department of Revenue. Pachulski Stang Ziehl &Jones LLP PO Box 29085 Debra Grassgreen, Esq. Phoenix, AZ -85038 Max- Litvak, Esq. N. Hong, Esq. FIRST CLASS 1lfAIL Jason Rosell, Esq. State of California 150 California St., 15th Floor Franchise Tax Board San Francisco, CA 94.111-4500 PO Box 942857 Email: [email protected] Sacramento, CA 94257-0531 [email protected] nhong@pszj law.com [email protected]
DOGS DE:233288.2 57391/002 2 Case 21-10457-LSS Doc 318-3 Filed 06/03/21 Page 5 of 9
ELECTRONIC MAIL ELECTRQNIC MAIL Office of the iJnited States Trustee for the (Counsel to the Prepetition Lender Ally District of Delaware Bank) Benjamin A. Hackman, Esq. Richards, Layton &Finger, FA 844 King Street, Suite 2207 John H Knight, Esq. Lockbox 35 David T Queroli, Esq. Wilmington, DE 19801 One Rodney Square Email: [email protected] 920 North King Street Wilmington, DE 19$01 ELECTRONIC MAIL Email: knight@rl£com (Counsel to the DIP Lender, TVN Ventures, [email protected] LLC and T-Mobile USA, Inc.) Alston & $ird ELECTRONIC MAIL Will Sugden, Esq. (Counsel foN Silicon Valley Bank) Jacob Johnson, Esq. Morrison & Foerster LLP One Atlantic Center Alexander G. Rheaume, Esq. 1201 West Peachtree St., Suite X900 John Hancock Tower Atlanta, GA 30309 200 Clarendon Street, Floor 20 Email: [email protected] Boston; MA 02116 Jacob.j [email protected] Email: [email protected]
ELECTRONIC MAIL ELECTRONIC MAIL (Counsel to TVN VentuNes, LLC and T- (Counsel for Silicon Valley Bank) Mobile USA, Inc.) Morrison & Foerster LLP Young Conaway Stargatt &Taylor, LLP Benjamin Butterfield, Esq. Edman L. Morton, Esq. 250 West 55th Street Kenneth J. Enos, Esq. New York, NY 10019-9601 1000 North King Street Email: bbutterfield@mofo,com Wilmington, DE 19$01 Email: [email protected] ELECTRONIC MAIL [email protected] (Counsel for Silicon Valley Bank) bankfilings @ycst. com Ashby &Geddes, P.A: Gregory A. Taylor, Esq. ELECTR pNIC MAIL Katharina Earle, Esq. (Counsel tp the Prepetition LendeN Ally 500 Delaware Avenue, 8th Floor Bank) PO Box 11 SO McGuirewoods LLP Wilmington, DE 19899-1150 Kenneth E. Noble, Esq. Email: [email protected] Kristin C: Wigness, Esq. kearle@ashbyge ddes. com Ha Young Chung, Esq. 1251 Avenue of the Americas 20th Floor New York, NY 10020-1104 Email: [email protected] kwigness @mcguirewo o ds. com hchung@mcguirewoods. com
DOCS DE233288.2 57391/002 Case 21-10457-LSS Doc 318-3 Filed 06/03/21 Page 6 of 9
ELECTRQNIC MAIL ELECTRQNIC MAIL Delaware Office of the Attorney General State of Colorado Department of Justice Colorado department of Revenue Carvel State Office Building Taxation Division 820 N French Street 1375 Sherman St. Wilmington, ICE 19801 Denver, CQ 802Q3 Email: [email protected] Email: DOR [email protected]
ELECTRONIC MAIL ELECTRONIC MAIL Delaware Secretary of State State of Connecticut Division of Corporations Office of The Attorney General Franchise Tax 55 Elm St PO Box 898 Hartford, CT 06106 Dover, DE 19903 Email: [email protected] Email: [email protected] ELECTRONIC MAIL ELECTRONIC MAIL State of Kansas Delaware State Treasury Kansas Department of Revenue 820 Silver Lake Blvd. Scott State Office Building Suite 110 120 SE 10th Ave. Dover, DE 19904 Topeka, KS 66612-1 S 88 Email: [email protected] Email: KDOR [email protected]
ELECTRONIC MAIL ELECTRONIC MAIL G1obeCast America, Inc. State of Kansas Attn: Kathryn Chittenden Office of The Attorney .General 10525 West Washington Blvd. 120 S W 10Th Ave, 2nd Fl Culver City, CA 90232 Topeka KS 66612 Email: Email: [email protected] kathryn. chittenden@globecastna. com ELECTRONIC MAIL. ELECTRONIC MAIL State of Massachusetts State of Arizona Office of the Attorney General Office of The Attorney General 1 Ashburton Place, 20Th Floor 2005 N Central Ave Boston, MS 02108 Phoenix, AZ $5004 Email: ago@state:ma.us; Email: [email protected] Constituents [email protected]. gov
ELECTRONIC MAIL ELECTRONIC MAIL State of Colorado State of New Hampshire Office of The Attorney General .Office of The Attorney General Ralph L. Carr Judicial Building Nh Department Of Justice 1300 Broadway, lOt" Floor 33 Capitol St. Denver, CO 80203 Concord, NH 03301 Email: [email protected] Email: [email protected]
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ELECTRQNIC MAIL ELECTRQNIC MAIL State of Qregon (Counsel for Ateme) Oregon Dept of Revenue Steven G. Folard, Esq. 955 Center St NE Rppers Majeski FC Salem, OR 97301-2555 445 South Figueroa Street Email: [email protected] 30t" Flpor Los Angeles, CA 90071 ELECTRONIC MAIL Email: [email protected] State of Oregon Office of The Attorney General ELECTRONIC MAIL 1162 Court St. NE (Coz~nsel to Silicon Valley Bank) Salem, OR 973p1 Gregory A. Taylgr, Esq. Email: [email protected] Katharina Earle, Esq. Ashby &Geddes, P.A. ELECTRONIC MAIL 500 Delaware Avenue, 8th Floor Box 1150 State of Utah P.O. Wilmington, DE 19899-1150 Office of The Attorney General Email: [email protected]; Utah State Capitol Complex [email protected] 350 North State St 230 Salt Lake City, UT 84114 ELECTRONIC MAIL Email: [email protected] (Counsel to Silicon Valley Bank) Alex Rheaume, Esq: ELECTRONIC MAIL John Hancock Tower State of Utah Morrison & Foerster LLP Office of The Attorney General, 200 Clarendon Street, Floor 20 Sean D. Reyes, Esq. Boston, MA 02116 State Capitol, Room 236 Email, [email protected] Salt Lake City, UT 84114 ELECTRONIC MAIL Email: [email protected] (Counsel to Silicon Valley Bank) Benjamin Butterfield, E.sq. ELECTRONIC MAIL Morrison & Foerster LLP (Counsel foN ONacle America, Inc.). 250 West SSth Street Buchalter, a Professional Corporation New York, NY 10019-9601 Shawn M. Christianson, Esq. Email: [email protected] 55 .Second Street, 17th Floor San Francisco, CA 94105-3493 ELECTRONIC MAIL Email: [email protected] (Counsel to T-Mobile USA, Inc. and TVN Ventures, LLC) ELECTRONIC MA.~L Edmon L. Morton, Esq. (Counselfor Ateme) Kenneth J. Enos, Esq. Carl N. Kunz, Esq, Young Conaway Stargatt &Taylor, LLP Morris James LLP 1000 North King Street P.O. Box 2306 Wilmington, DE 19801 Wilmington, DE 19899-2306 Email: [email protected]; Email: [email protected] [email protected]; [email protected]
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ELECTRONIC MAIL ELECTRONIC MAIL (Counsel to T-Mobile USA, Inc. and TVN (Counsel to the Official Committee of Ventures, LLC) Unsecured Creditors) William S. Sugden, Esq. Seth A. Niederman, Esq. Jacob Johnson, Esq. Fax Rothschild LLP Alston &Bird LLP 919 North Market Street, Suite 300 One Atlantic Center Wilmington, DE 19899 1201 West Peachtree Street Email: [email protected] Suite 4900 Atlanta, GA 30309 ELECTRONIC MAIL Email: [email protected]; (Counsel tp the Official Comn2ittee of Jacob [email protected] Unsecured Creditors) Michael A. Sweet ELECTRONIC MAIL Fox Rothschild LLP (Counsel to Ally Bank) 325 California St., Suite 2200 Kenneth E. Noble, Esq. San Francisco, CA 94104-2670 Kristin C. Wigness, Esq. Email: [email protected] Ha Young Chung, Esq. Mcguirewoods LLP ELECTRONIC MAIL 1251 Avenue of the Americas 20th Floor (Counsel to the Official Committee of New York, NY 10020-1104 Unsecured Creditors) Email: [email protected]; Gordon E. Gouveia kwigness ~r mcguirewoods.com; Fox Rothschild LLP [email protected] 321 N. Clark St., Suite 1600 Chicago, IL 60654 ELECTRONIC MAIL Email: [email protected] (Counsel to Ally Bank) John H. Knight, Esq. ELECTRONIC MAIL David T. Queroli, Esq. (Counsel to Comcast Cable Communications Richards, Layton &Finger, P.A. Management, LLC) One Rodney Square Matthew G. Summers 920 North King Street Ballard Spahr LLP Wilmington, DE 19801 919 N. Market Street, 11th Floor Email: [email protected]; [email protected] Wilmington, Delaware 19801-3034 Email: [email protected] ELECTRONIC MAIL (Counsel to Oracle Amerzca, Inc.) ELECTRONIC MAIL Shawn M, Christianson, Esq. (Counsel for TiVo Corporation) Buchalter, a Professional Corporation Jody C. Barillare, Esq. 55 Second Street, 17th Floor Kelsey A. Bomar, Esq. San Francisco, CA 94105-3493 Morgan, Lewis & Bockius LLP Email: [email protected] 1201 N. Market Street, Suite 2201 Wilmington, DE 19801 Email:- [email protected]; kelsey.bomar@m organlewis.com
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ELECTRONIC MAID (Counsel for TiVp Cprporation) Craig A. Wolfe, Esq, Jason Alderson, Esq. Morgan Lewis & Bockius LLP 10.1 Park Avenue New York, NY 10178 Email: [email protected]; j ason.alderson@morganlewi s. com
ELECTRONIC MAIL (Counsel for NTT Global Data Centers America, Inc. f/kla Raging Wire Data Centers) Valerie Bantner Peo, Esq. Buchalter, a Professional Corporation 55 Second Street, 17th Floor San Francisco, CA 94105-3493 Email: [email protected]
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