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United States Bankruptcy Court District of Minnesota Case 08-45257 Doc 1091 Filed 04/01/11 Entered 04/01/11 17:21:35 Desc Main Document Page 1 of 24 UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: Jointly Administered under Case No. 08-45257 Petters Company, Inc., et al., Court File No. 08-45257 Debtors. (includes: Court Files Nos.: Petters Group Worldwide, LLC; 08-45258 (GFK) PC Funding, LLC; 08-45326 (GFK) Thousand Lakes, LLC; 08-45327 (GFK) SPF Funding, LLC; 08-45328 (GFK) PL Ltd., Inc.; 08-45329 (GFK) Edge One LLC; 08-45330 (GFK) MGC Finance, Inc.; 08-45331 (GFK) PAC Funding, LLC; 08-45371 (GFK) Palm Beach Finance Holdings, Inc.) 08-45392 (GFK) Chapter 11 Cases Judge Gregory F. Kishel Douglas A. Kelley, in his capacity as the court-appointed Chapter 11 Trustee of Debtors Petters Company, Inc. and PL Ltd., Inc., Plaintiff, vs. ADV. NO. 10-04396 Westford Special Situations Master Fund, L.P.; Jury Trial Demanded et al., Defendants. THE EPSILON/WESTFORD DEFENDANTS’ RESPONSE TO THE TRUSTEE’S PROPOSED AGENDA FOR APRIL 5, 2011 Defendants Westford Special Situations Master Fund, L.P.; Westford Global Asset Management Ltd.; Westford Special Situations Fund Ltd.; Westford Special Situations Fund, L.P.; Westford Asset Management, LLC; Epsilon Global Master Fund, L.P.; Epsilon Global Case 08-45257 Doc 1091 Filed 04/01/11 Entered 04/01/11 17:21:35 Desc Main Document Page 2 of 24 Active Value Fund Ltd.; Epsilon Global Active Value Fund I-B Ltd.; Epsilon Global Active Value Fund, L.P.; Epsilon Global Master Fund II, L.P. a/k/a Epsilon Global Master Fund II, L.P., Sub 1; Epsilon Global Active Value Fund II-B Ltd.; Epsilon Global Active Value Fund II, L.P.; Epsilon Global Active Value Fund II-B, L.P.; Epsilon Global Asset Management Ltd.; Epsilon Investment Management, LLC; Epsilon Global Active Value Fund III Ltd.; Stafford Towne Ltd.; and Steve Goran Stevanovich (collectively, the “Epsilon/Westford Defendants”), hereby respectfully respond to Section II of the Trustee’s Proposed Agenda for the April 5, 2011 hearing (the “Proposed Agenda”) (Docket No. 1074) as follows: 1. Consolidation Motion. Section II(A) of the Trustee’s Proposed Agenda acknowledges that, on March 23, 2011, the Trustee filed a “Consolidated Motion” that seeks an order consolidating certain issues raised in motions to dismiss for briefing and hearing. The Epsilon/Westford Defendants intend to file a Response to the motion, which is due on or before April 15, 2011. The hearing on the Consolidation Motion is scheduled for April 20, 2011. 2. Anticipated Form of Trustee’s Responses to Motions to Dismiss. As a general matter, the Epsilon/Westford Defendants do not object to the Trustee filing an omnibus brief on certain common issues and separate briefs on individual issues. However, the Epsilon/Westford Defendants object to the proposal to the extent it seeks an order that would permit the Trustee to avoid addressing issues not identified in the Trustee’s “Omnibus Brief on Common Issues” or the issues listed in Appendix A. Whether the Trustee files an omnibus brief or otherwise, he is required to respond to each of the arguments raised in the Epsilon/Westford Defendants’ motions to dismiss. The Epsilon/Westford Defendants also believe that discussing this issue on April 5th is putting the cart before the horse. The parties will not know what issues, if any, will be consolidated and thus included in the omnibus brief versus the individual briefs until the Court 2 Case 08-45257 Doc 1091 Filed 04/01/11 Entered 04/01/11 17:21:35 Desc Main Document Page 3 of 24 rules on the Trustee’s motion for consolidation. Thus, the Epsilon/Westford Defendants propose that the discussion on Sections II(C) be postponed until the April 20 hearing. 3. Briefing Schedule. The Epsilon/Westford Defendants join in General Electric Capital Corporation’s proposed briefing schedule (see Docket No. 1084); i.e., the Trustee’s responses are due on or before April 22, 2011 and replies are due on or before May 6, 2011. The request for an extra week for the reply briefs is reasonable in light of the number of issues raised in the motions to dismiss and the time allotted for the Trustee’s response. 4. Hearing on Motions To Dismiss. Until the Court resolves the Trustee’s motion for consolidation, it is premature to decide the number of hearing days on the motions to dismiss and the issues that will be addressed at each hearing. Accordingly, the Epsilon/Westford Defendants propose that discussion of the hearings on the motions to dismiss be postponed until the April 20 hearing or after the Court issues a decision on the Consolidation Motion. Date: April 1, 2011 /s/ Robert T. Kugler Robert T. Kugler (# 0194116) Bryant D. Tchida (# 0314298) Peter J. Schwingler (# 0388909) [email protected] [email protected] [email protected] LEONARD, STREET AND DEINARD Professional Association 150 South Fifth Street, Suite 2300 Minneapolis, MN 55402 Telephone: (612) 335-1500 Facsimile: (612) 335-1657 Daniel E. Reidy Theodore T. Chung Tara A. Fumerton [email protected] [email protected] [email protected] 3 Case 08-45257 Doc 1091 Filed 04/01/11 Entered 04/01/11 17:21:35 Desc Main Document Page 4 of 24 JONES DAY 77 West Wacker Chicago, IL 60601 Telephone: (312) 782-3939 Facsimile: (312) 782-8585 Tobias S. Keller David C. Kiernan [email protected] [email protected] JONES DAY 555 California Street, 26th Floor San Francisco, CA 94101 Telephone: (415) 626-3939 Facsimile: (415) 875-5700 Attorneys For the Epsilon/Westford Defendants 4 Case 08-45257 Doc 1091 Filed 04/01/11 Entered 04/01/11 17:21:35 Desc Main Document Page 5 of 24 UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA In re: Jointly Administered under Case No. 08-45257 Petters Company, Inc., et al., Court File No. 08-45257 Debtors. (includes: Court Files Nos.: Petters Group Worldwide, LLC; 08-45258 (GFK) PC Funding, LLC; 08-45326 (GFK) Thousand Lakes, LLC; 08-45327 (GFK) SPF Funding, LLC; 08-45328 (GFK) PL Ltd., Inc.; 08-45329 (GFK) Edge One LLC; 08-45330 (GFK) MGC Finance, Inc.; 08-45331 (GFK) PAC Funding, LLC; 08-45371 (GFK) Palm Beach Finance Holdings, Inc.) 08-45392 (GFK) Chapter 11 Cases Judge Gregory F. Kishel Douglas A. Kelley, in his capacity as the court-appointed Chapter 11 Trustee of Debtors Petters Company, Inc. and PL Ltd., Inc., Plaintiff, vs. ADV. NO. 10-04396 Westford Special Situations Master Fund, L.P.; Jury Trial Demanded et al., Defendants. CERTIFICATE OF SERVICE Ma Xiong, of the City of Minneapolis, County of Ramsey, State of Minnesota, states that on April 1, 2011 she served the following documents: THE EPSILON/WESTFORD DEFENDANTS’ RESPONSE TO THE TRUSTEE’S PROPOSED AGENDA FOR APRIL 5, 2011 Case 08-45257 Doc 1091 Filed 04/01/11 Entered 04/01/11 17:21:35 Desc Main Document Page 6 of 24 upon the attached Service List via U.S. Mail to the addresses listed therein and electronically by Notice of Electronic Filing upon all parties who have requested service in these cases by filing the same via ECF with the Bankruptcy Court in the District of Minnesota. April 1, 2011 /e/ Ma Xiong Ma Xiong 2 Case 08-45257 Doc 1091 Filed 04/01/11 Entered 04/01/11 17:21:35 Desc Main Document Page 7 of 24 Service List Acorn Capital Group, LLC After the Second Millennium c/o Michael A. Rosow c/o Roger Perlman Winthrop & Weinstine, Suite 3500 4925 Collins Avenue 225 South Sixth Street Apt. 9J Minneapolis, MN 55402 Miami Beach, FL 33140-2740 ACG II, LLC Larry Chaij c/o Corporation Service Company 1950 Waterbury Lane (registered agent) Chattanooga, TN 37421 50 Weston Street Hartford, CT 06120 Larry Chaij c/o HarryMiller, Esq. ACG II, LLC 6918 Shallowford Road c/o Corporation Service Company Victorian Gardens Suite 100 (registered agent) Chattanooga, TN 37421 2711 Centerville Road, Suite 400 Wilmington, DE 19808 Russell Allanson 4053 Quantico Lane Putnam Green, LLC Plymouth, MN 55446 c/o Corporation Service Company (registered agent) Joseph W. Anthony 50 Weston Street Steven M. Pincus Hartford, CT 06120 Anthony Ostlund Baer & Louwagie PA 3600 Wells Fargo Center Putnam Green, LLC 90 South Seventh Street c/o Corporation Service Company Minneapolis, MN 55402 (registered agent) 2711 Centerville Road, Suite 400 Michael Alper Wilmington, DE 19808 209 E. Lakeshore Drive Unit 12E Stewardship Credit Arbitrage Fund, LLC Chicago, IL 60611 c/o Corporation Service Company (registered agent) B. Shane Barnes 50 Weston Street 33 South Sixth Street, Suite 4400 Hartford, CT 06120 Minneapolis, MN 55402 Stewardship Credit Arbitrage Fund, LLC Michelle Alton (Vlahos) c/o Corporation Service Company 905 Douglas Avenue (registered agent) Minneapolis, MN 55403 2711 Centerville Road, Suite 400 Wilmington, DE 19808 Stephen F. Grinnell GRAY, PLANT, MOOTY, Fred Johnson MOOTY & BENNETT, P.A. 10466 Larwin Avenue, #14 500 IDS Center Chatsworth, CA 91311 80 South 8th Street Actionwear International, S.L. Minneapolis, MN 55402 Marques de Cronella 08940 Cornella de Llobregat David E. Camarotto Barcelona, Spain Alan I Silver Bassford Remele 33 South Sixth Street, Suite 3800 Minneapolis, MN 55402-3707 3 Case 08-45257 Doc 1091 Filed 04/01/11 Entered 04/01/11 17:21:35 Desc Main Document Page 8 of 24 American Express Travel Related Services Lawrence R. King Company, Inc. David M. Wilk 200 Vesey Street Sarah E. Madsen New York, NY 10285 Cassandra F. Fortin 2800 Wells Fargo Place American Express Bank, FSB 30 East Seventh Street 4315 South 2700 West St. Paul, Minnesota 55101 Salt Lake City, UT 84184 Arrowhead Capital Management, LLC Stephen M.
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