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Case 21-10549-JTD Doc 423 Filed 06/08/21 Page 1 of 138 Case 21-10549-JTD Doc 423 Filed 06/08/21 Page 1 of 138 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 SC SJ Holdings LLC, et al.,1 Case No. 21-10549 (JTD) Debtors. (Jointly Administered) AFFIDAVIT OF SERVICE I, Franklin Castro, depose and say that I am employed by Stretto, the claims, noticing, and solicitation agent for the Debtors in the above-captioned cases. On June 4, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on the service list attached hereto as Exhibit I: Notice of (A) Confirmation Hearing with Respect to Amended Joint Chapter 11 Plan of Reorganization and (B) Related Objection Deadline (attached hereto as Exhibit A) Notice of Non-Voting Status with Respect to Unimpaired Classes (attached hereto as Exhibit B) Furthermore, on June 4, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on CLNC 2019-FL1 Funding LLC at 515 S. Flower Street, 44th Floor, Los Angeles, CA 90071: Notice of (A) Confirmation Hearing with Respect to Amended Joint Chapter 11 Plan of Reorganization and (B) Related Objection Deadline (attached hereto as Exhibit A) [Customized] Ballot for Class 3(A) SC SJ Prepetition Secured Loan Claims (attached hereto as Exhibit C) [Customized] Ballot for Class 3(B) FMT Prepetition Secured Loan Claims (attached hereto as Exhibit D) Amended Disclosure Statement with Respect to Amended Joint Chapter 11 Plan of Reorganization (Docket No. 391) _______________________________________ 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: SC SJ Holdings LLC (5141) and FMT SJ LLC (7200). The mailing address for both Debtors is 3223 Crow Canyon Road, Suite 300 San Ramon, CA 94583. Case 21-10549-JTD Doc 423 Filed 06/08/21 Page 2 of 138 Order (A) Approving Disclosure Statement; (B) Scheduling Hearing on Confirmation of Plan; (C) Establishing Deadlines and Procedures for (I) Filing Objection to Confirmation of Plan, (II) Claim Objections and (III) Temporary Allowance of Claims for Voting Purposes; (D) Determining Treatment of Claims for Notice, Voting and Distribution Purposes; (E) Setting Record Date; (F) Approving (I) Solicitation Packages and Procedures for Distribution, (II) Form of Notice of Hearing on Confirmation and Related Matters and (III) Forms of Ballots; (G) Establishing Voting Deadline and Procedures for Tabulation of Votes; and (H) Granting Related Relief (Docket No. 396, Pages 1-17) Pre-Addressed Business Reply Envelope Furthermore, on June 4, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on the service list attached hereto as Exhibit J: Notice of (A) Confirmation Hearing with Respect to Amended Joint Chapter 11 Plan of Reorganization and (B) Related Objection Deadline (attached hereto as Exhibit A) [Customized] Ballot for Class 4(B) FMT Prepetition Secured Loan Claims (attached hereto as Exhibit E) The Official Committee of Unsecured Creditors’ Vote “No” Recommendation (attached hereto as Exhibit F) Amended Disclosure Statement with Respect to Amended Joint Chapter 11 Plan of Reorganization (Docket No. 391) Order (A) Approving Disclosure Statement; (B) Scheduling Hearing on Confirmation of Plan; (C) Establishing Deadlines and Procedures for (I) Filing Objection to Confirmation of Plan, (II) Claim Objections and (III) Temporary Allowance of Claims for Voting Purposes; (D) Determining Treatment of Claims for Notice, Voting and Distribution Purposes; (E) Setting Record Date; (F) Approving (I) Solicitation Packages and Procedures for Distribution, (II) Form of Notice of Hearing on Confirmation and Related Matters and (III) Forms of Ballots; (G) Establishing Voting Deadline and Procedures for Tabulation of Votes; and (H) Granting Related Relief (Docket No. 396, Pages 1-17) Pre-Addressed Business Reply Envelope Furthermore, on June 4, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on the service list attached hereto as Exhibit K: Notice of (A) Confirmation Hearing with Respect to Amended Joint Chapter 11 Plan of Reorganization and (B) Related Objection Deadline (attached hereto as Exhibit A) Case 21-10549-JTD Doc 423 Filed 06/08/21 Page 3 of 138 Case 21-10549-JTD Doc 423 Filed 06/08/21 Page 4 of 138 Exhibit A Case 21-10549-JTD Doc 423 Filed 06/08/21 Page 5 of 138 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x : In re: : Chapter 11 : SC SJ HOLDINGS LLC, et al., : Case No. 21-10549 (JTD) : Debtors.1 : (Jointly Administered) : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x NOTICE OF (A) CONFIRMATION HEARING WITH RESPECT TO AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION AND (B) RELATED OBJECTION DEADLINE PLEASE TAKE NOTICE that, on May 26, 2021, the debtors and debtors-in-possession in the above- captioned cases (the “Debtors”) filed the Amended Joint Chapter 11 Plan of Reorganization (as amended, supplemented or otherwise modified, the “Plan”), pursuant to and as described in the Disclosure Statement with Respect to Amended Joint Chapter 11 Plan of Reorganization (as amended, supplemented or otherwise modified, the “Disclosure Statement”), with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). Capitalized terms used in this Notice which are not defined have the meanings set forth in the Plan. PLEASE TAKE FURTHER NOTICE that, on June 3, 2021, the Bankruptcy Court entered the Order (A) Approving Disclosure Statement; (B) Scheduling Hearing on Confirmation of Plan; (C) Establishing Deadlines and Procedures for (I) Filing Objections to Confirmation of Plan, (II) Claim Objections and (III) Temporary Allowance of Claims For Voting Purposes; (D) Determining Treatment of Claims for Notice, Voting and Distribution Purposes; (E) Setting Record Date; (F) Approving (I) Solicitation Packages and Procedures for Distribution, (II) Form of Notice of Hearing on Confirmation and Related Matters and (III) Forms of Ballots; (G) Establishing Voting Deadline and Procedures for Tabulation of Votes; And (H) Granting Related Relief [Docket No. 396] (the “Solicitation Procedures Order”), thereby approving the Disclosure Statement [Docket No. 391]. PLEASE TAKE FURTHER NOTICE that, pursuant to the Solicitation Procedures Order, a hearing (the “Confirmation Hearing”) will be held before the Honorable John T. Dorsey, United States Bankruptcy Court for the District of Delaware, 5th Floor, Courtroom No. 5, 824 North Market Street, Wilmington, Delaware 19801, on July 15, 2021 at 11:00 a.m. (ET) or as soon thereafter as counsel can be heard, to consider the entry of an order confirming the Plan within the meaning of section 1129 of the Bankruptcy Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”). The Confirmation Hearing may be continued from time to time by way of announcement of such continuance in open court, without further notice to parties in interest. PLEASE TAKE FURTHER NOTICE that responses and objections, if any, to confirmation of the Plan (each, a “Plan Confirmation Objection”) must (i) be made in writing; (ii) comply with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware; (iii) state the name and address of the objecting party and the nature and amount of any claim or interest asserted by such party against the Debtors, their estates or property; (iv) state with particularity the legal and factual bases and nature of any objection to the Plan; and (v) be filed with the Bankruptcy Court, and served on the following, so as to be received on or before 4:00 p.m. (ET) on July 2, 2021: (a) the Debtors, 3223 Crow Canyon Road, Suite 300, San Ramon, CA 94583 (Attn: Neil Demchick, CRO; [email protected]); (b) counsel to the Debtors, (i) Pillsbury Winthrop Shaw Pittman LLP, 1200 Seventeenth Street NW, Washington, DC 20036, Attn: Patrick J. Potter ([email protected]), Jonathan Doolittle ([email protected]), and Rahman Connelly ([email protected]), and (ii) Cole Schotz P.C., 500 Delaware Avenue Suite 1410, Wilmington, DE 19801, Attn: Justin Alberto ([email protected]) and Patrick J. Reilley ([email protected]); (c) counsel to the DIP Lender, 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: SC SJ Holdings LLC (5141) and FMT SJ LLC (7200). The mailing address for both Debtors is 3223 Crow Canyon Road, Suite 300 San Ramon, CA 94583. 62358/0001-40854898v1 Case 21-10549-JTD Doc 423 Filed 06/08/21 Page 6 of 138 LimNexus LLP, 1000 N. West Street Ste. 1200, Wilmington, DE 19801, Attn: Steven Kortanek ([email protected]); (d) counsel to the Prepetition Secured Lender, (i) Gibson, Dunn & Crutcher LLP, 333 South Grand Ave., Los Angeles, CA 90071-3197, Attn: Jeffrey C. Krause ([email protected]) and Michael Neumeister ([email protected]), (ii) Morrison Nichols Arsht & Tunnell LLP, 1201 N. Market Street, 16th Floor, Attn: Derek C. Abbott ([email protected]); (e) U.S. Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Room 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Richard Schepacarter ([email protected]); and (f) counsel to the Official Committee of Unsecured Creditors, (i) Seward & Kissel LLP, One Battery Park Plaza, New York, New York 10004, Attn: John R. Ashmead ([email protected]), Robert J. Gayda ([email protected]), Catherine V. LoTempio ([email protected]), Andrew J. Matott ([email protected]) and (ii) Benesch, Friedlander, Coplan & Aronoff LLP, 1313 North Market Street, Suite 1201, Wilmington, Delaware 19801, Attn: Jennifer R. Hoover ([email protected]), Kevin M.
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