Order Confirming First Amended Chapter 11 Plan of Liquidation
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Entered on Docket November 22, 2016 EDWARD J. EMMONS, CLERK U.S. BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA 1 Gregory C. Nuti (CSBN 151754) Kevin W. Coleman (CSBN 168538) 2 Nuti Hart LLP 411 30th Street, Suite 408 3 Oakland, California 946609-7152 Signed and Filed: November 22, 2016 Telephone: 510-506-7152 4 [email protected] [email protected] 5 Attorneys for Debtor 6 PEEK, AREN’T YOU CURIOUS, INC.________________________________________ HANNAH L. BLUMENSTIEL 7 U.S. Bankruptcy Judge UNITED STATES BANKRUPTCY COURT 8 NORTHERN DISTRICT OF CALIFORNIA 9 SAN FRANCISCO DIVISION 10 In re: Case No. 16-30146 HLB 11 PEEK, AREN’T YOU CURIOUS, INC. Chapter 11 12 13 Debtor. 14 ORDER CONFIRMING FIRST AMENDED CHAPTER 11 PLAN OF 15 LIQUIDATION (October 6, 2016) 16 Plan Confirmation Hearing: Date: November 17, 2016 17 Time: 10:00 a.m. Place: Courtroom 19 18 450 Golden Gate Ave San Francisco, CA 19 Judge: Hon. Hannah Blumenstiel 20 21 22 23 24 25 26 27 28 Case: 16-30146 Doc# 243 Filed: 11/22/16 Entered: 11/22/16 12:53:52 Page 1 of ORDER CONFIRMING FIRST AMENDED CHAPTER 11 PLAN OF LIQUIDATION 22 1 At the above-referenced date and time (the “Confirmation Hearing”), the Court held a 2 hearing (“Confirmation Hearing”) to consider confirmation of the First Amended Chapter 11 3 Plan of Liquidation for Peek Aren’t You Curious, Inc. (October 6, 2016) (the “Plan”). The 4 appearances are noted on the record. 5 The Court, having considered and analyzed the terms of the Plan, the Memorandum of 6 Points and Authorities In Support of Confirmation, supporting declarations of Jason Klein and 7 Jung W. Song in support thereof; having found that notice of the Confirmation Hearing, the 8 solicitation procedures and balloting procedures to be proper and adequate under the 9 circumstance; and considering that no objection to confirmation of the Plan was filed by any 10 party in interest; and finding the requirements for confirmation set forth in 11 U.S.C. § 1129(a) 11 and § 1129(b) having been met as stated by the Court on the record pursuant to Federal Rule of 12 Civil Procedure 52(a) made applicable by Federal Rule of Bankruptcy Procedure 7052, which 13 findings of fact and conclusions of law are incorporated herein, and other good cause appearing: 14 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that, 15 1. The Plan, a copy of which is attached as Exhibit A, is confirmed in its entirety 16 according to its terms and conditions. 17 2. The Debtor is hereby authorized to take or cause to be taken all actions that may 18 be necessary to implement and effectuate the provisions of the Plan. 19 3. The terms of the Plan shall bind the Debtor, and any creditor or equity security 20 holder of Debtor, whether or not the Claim or interest of such creditor or equity security holder 21 is impaired under the Plan and whether or not such creditor or equity security holder has 22 accepted the Plan. 23 4. The automatic stay provision of 11 U.S.C. § 362(a) shall remain in full force and 24 effect following Confirmation of the Plan, and stay any person from taking any act, 25 commencing any suit, or enforcing any right, which has the effect of asserting, liquidating, or 26 enforcing any claim against any property of the Debtor that arose prior to entry of the 27 Confirmation Order. 28 Case: 16-30146 Doc# 243 Filed: 11/22/16 Entered:1 11/22/16 12:53:52 Page 2 of ORDER CONFIRMING FIRST AMENDED CHAPTER 11 PLAN OF LIQUIDATION 22 1 5. Pursuant to this Confirmation Order, on the Effective Date, all legal or equitable 2 interests of the Debtors in property held immediately prior to the Effective Date shall remain 3 with the Debtor to be distributed according the terms of the Plan. 4 6. Pursuant to Federal Rule of Bankruptcy Procedure 3020(c), the Debtor shall 5 promptly serve notice of entry of this Confirmation Order as provided in Federal Rule of 6 Bankruptcy Procedure 2002(f) to all creditors, equity security holders and other parties in 7 interest. 8 7. The failure to reference or discuss any particular provision of the Plan in this 9 Confirmation Order shall have no effect on the validity, binding effect and enforceability of 10 such provision, and such provision shall have the same validity, binding effect and 11 enforceability as every other provision of the Plan, including those referenced in this 12 Confirmation Order. 13 8. This Confirmation Order specifically authorizes the Debtor to pay the Allowed 14 Secured Claim of Texas Local Taxing Authorities Dallas County under the terms of the Plan 15 from the funds set aside for that purpose pursuant to this Court’s Order Granting Motion to 16 Approve Sale Free and Clear of Liens and Interests dated March 14, 2016 [Docket No. 148]. 17 18 Approved as to form and content: 19 Dated: November 18, 2016 20 21 /s/ Beth Weller Beth Weller 22 Capital Partner Dallas Bankruptcy 23 Linebarger Goggan Blair & Sampson, LLP 24 Attorneys at Law 25 **End of Order** 26 27 28 Case: 16-30146 Doc# 243 Filed: 11/22/16 Entered:2 11/22/16 12:53:52 Page 3 of ORDER CONFIRMING FIRST AMENDED CHAPTER 11 PLAN OF LIQUIDATION 22 1 2 EXHIBIT A 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case: 16-30146 Doc# 243 Filed: 11/22/16 Entered:3 11/22/16 12:53:52 Page 4 of ORDER CONFIRMING FIRST AMENDED CHAPTER 11 PLAN OF LIQUIDATION 22 1 Gregory C. Nuti (SB 151754) Kevin W. Coleman (SB 168538) 2 Christopher H. Hart (SB 184117) NUTI HART LLP 3 411 30TH Street, Suite 408 Oakland, CA 94609-3311 4 Telephone: 510-506-7152 Email: [email protected] 5 [email protected] [email protected] 6 Attorneys for Debtor, 7 PEEK, AREN’T YOU CURIOUS, INC. 8 UNITED STATES BANKRUPTCY COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10 SAN FRANCISCO DIVISION 11 In re: Case No.: 16-30146 HLB 12 PEEK, AREN’T YOU CURIOUS, INC., Chapter 11 13 Debtor. PEEK, AREN’T YOU CURIOUS, INC.’S FIRST AMENDED CHAPTER 11 PLAN 14 OF LIQUIDATION (October 6, 2016)1 15 Date: October 6, 2016 16 Time: 10:00 a.m. Place: 450 Golden Gate Avenue 17 Courtroom 19 San Francisco, CA 94102 18 Judge: Hon. Hannah L. Blumenstiel 19 20 21 22 23 24 25 26 27 28 1 The amendments made to the Plan are only those required to make the Plan conform to the Disclosure Statement as amended pursuant to the hearing approving the Disclosure Statement. -1- Case:CHAPTER 16-30146 11 PLAN OFDoc# LIQUIDATION 217243 Filed: 10/06/1611/22/16 Entered: 10/06/1611/22/16 18:29:3712:53:52 Page 15 of 1622 1 Peek, Aren’t You Curious, Inc. (“Peek” or “Debtor”) proposes this Chapter 11 Plan of 2 Liquidation (Dated August 25, 2016) (the “Plan”) pursuant to the provisions of Chapter 11 of the 3 U.S. Bankruptcy Code. The Disclosure Statement that accompanies this Plan contains a discussion 4 of the financial condition of Peek. Confirmation of the Plan is the culmination of the Chapter 11 5 process. Creditors should thoroughly review both the Plan and the accompanying Disclosure 6 Statement before deciding whether to accept or reject the Plan. 7 ARTICLE 1 - DEFINITIONS 8 Unless the context requires otherwise, the following definitions apply in this Plan: 9 1.1 “Administrative Claim” means a claim for any cost or expense of administration of 10 a kind specified in Section 503(b) of the Bankruptcy Code that is entitled to priority over general 11 unsecured claims under Section 507(a) of the Bankruptcy Code, including, without limitation, (i) any 12 actual or necessary costs and expenses of preserving the bankruptcy estate incurred on or after the 13 Petition Date and through and including the Effective Date of the Plan, (ii) any cure amounts that 14 must be paid in connection with the assumption of any executory contract or unexpired lease of Peek 15 under Section 365 of the Bankruptcy Code, (iii) fees payable to the court system or the U.S. Trustee 16 under Section 1930 of Title 28, United States Code, and (iv) allowed compensation for fees and 17 reimbursable expenses for legal and other services under Sections 330 and 331 of the Bankruptcy 18 Code, or otherwise allowed by the Bankruptcy Court under Section 503 of the Bankruptcy Code. 19 1.2 “Allowed Administrative Claim” means all or any portion of an Administrative 20 Claim that has either been (i) allowed by a Final Order or (ii) has not been objected to within the 21 time period established by the Plan or by an order of the Bankruptcy Court. 22 1.3 “Allowed Claim” means a claim against the Debtors in this Chapter 11 Case, other 23 than an Administrative Claim, as to which: 24 a. A proof of claim was (i) timely filed not later than the Claims Bar Date, or 25 any other applicable claim filing deadline, or (ii) deemed filed under 11 U.S.C. §1111(a), or (iii) filed late pursuant to an Order of the Bankruptcy 26 Court after notice and an opportunity for hearing appropriate in the 27 circumstances; and 28 -2- Case:CHAPTER 16-30146 11 PLAN OFDoc# LIQUIDATION 217243 Filed: 10/06/1611/22/16 Entered: 10/06/1611/22/16 18:29:3712:53:52 Page 26 of 1622 1 b.