In the United States Bankruptcy Court
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17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Pg 1 of 12 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : In re: : Chapter 11 : METRO NEWSPAPER ADVERTISING : Case No. 17-22445 (RDD) SERVICES, INC., : : : Debtor. : CERTIFICATION OF CATHERINE NOWNES-WHITAKER OF RUST CONSULTING/OMNI BANKRUPTCY WITH RESPECT TO SOLICITATION AND TABULATION OF VOTES WITH RESPECT TO THE DEBTOR’S PLAN OF LIQUIDATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE Catherine Nownes-Whitaker, being duly sworn, deposes and says under penalty of perjury as follows: 1. I am an employee of Rust Consulting/Omni Bankruptcy (“Rust/Omni”), the Court-appointed noticing, claims and balloting agent for the above-captioned debtor and debtor-in-possession (collectively, the “Debtor”). Pursuant to the Court’s Order Authorizing the Employment and Retention of Rust Consulting/Omni Bankruptcy as Administrative Agent for the Debtor and Debtor in Possession Nunc Pro Tunc to the Petition Date entered on October 30. 2017, Rust/Omni has been retained to perform services in this case as noticing, claims and balloting agent. Such services include the tabulation of votes to accept or reject the Debtor’s Second Amended Chapter 11 Liquidating Plan. I am authorized to submit this certification on behalf of Rust/Omni. Unless otherwise stated in this certification, I have personal knowledge of the facts hereinafter set forth, and if called as a witness, could and would testify completely thereto. __________________________________ 17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Pg 2 of 12 2. Unless the context indicates otherwise, capitalized terms used herein but not defined shall have the definitions set forth in the Plan. 3. Except for services rendered as the noticing and claims agent, Rust/Omni has no relationship or affiliation with the Debtor and is not a creditor of the Debtor. 4. Rust/Omni has considerable experience in tabulating the ballots of creditors and interest holders with respect to Chapter 11 plans. 5. Pursuant to the terms of the Order Approving Debtor’s Second Amended Disclosure Statement, Fixing Time For Filing Acceptances or Rejections of Debtor’s Second Amended Chapter 11 Liquidating Plan and Scheduling Hearing to Consider Confirmation of Debtor’s Second Amended Chapter 11 Liquidating Plan, entered on November 14, 2017 (the “Solicitation Procedures Order”), the Debtor was instructed to solicit and tabulate votes from holders of all claims entitled to vote on the Plan in accordance with specified voting procedures (the “Solicitation Procedures”). 6. As specified in the Solicitation Procedures Order, the record date for purposes of the solicitation of votes (the “Voting Record Date”) on the Plan was November 14, 2017. I supervised the tabulation performed by Rust/Omni on behalf of the Debtor in connection with the Plan pursuant to the Solicitation Procedures Order. 7. I certify that, in accordance with the Solicitation Procedures Order, each holder of a voting claim, that were entitled to vote as of the Voting Record Date was mailed a Solicitation Package (as such term is defined in the Solicitation Procedures Order). See Certificate of Service, sworn to on November 21, 2017 [Docket No. 146]. 8. All completed ballots were required to be transmitted (a) by mail to Rust Consulting/Omni Bankruptcy, 5955 DeSoto Avenue, Suite 100, Woodland Hills, CA 91367 c/o 952452.3 12/15/17 -2- 17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Pg 3 of 12 Metro Newspaper Balloting so as to be received by Omni no later than 4:00 p.m. (Prevailing Eastern Time) on December 15, 2017 (the “Voting Deadline”). 9. Ballots returned by mail, or overnight courier, were received by Rust/Omni personnel at Rust/Omni’s offices in Woodland Hills, California. Upon receipt of the envelopes containing ballots, Rust/Omni followed the following procedures: As ballots were received they were date-stamped and then opened. Each ballot was then reviewed and the key data was entered into balloting system including (a) the creditor’s name, addresses (if modified), phone number (if provided), date received, class and claim amount; and (b) whether the creditor voted to accept or reject the Plan. After such data entry took place, an entry specialist would review each original ballot and compare it with the data captured for such ballot, as reflected in Rust/Omni’s computer database. Any errors detected in Rust/Omni’s records would be corrected. In accordance with the Solicitation Procedures, disqualifying errors with respect to a ballot – for example, the failure of a ballot to be signed or failure to indicate acceptance or rejection of the Plan – would be captured in Rust/Omni’s computer database. 10. All properly executed ballots received by Rust/Omni prior to the Voting Deadline were tabulated in accordance with the process described above, and in accordance with the Solicitation Procedures and the Solicitation Procedures Order. Rust/Omni is in possession of each such ballot received, and copies of such ballots are available for review. 952452.3 12/15/17 -3- 17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Pg 4 of 12 11. The following table summarizes the results of Rust/Omni’s tabulation of timely and properly executed ballots: Class 3 – General Unsecured Claims Result Ballots 91 votes accepting the Plan Received 12 votes rejecting the Plan Accept Acceptance 88.35% in number of votes accepting the Plan 71.71% in dollar amount accepting the Plan ($4,095,303.31) Rejection 11.65% in number of votes rejecting the Plan 28.29% in dollar amount rejecting Plan ($1,615,636.36) 12. Detailed lists of all ballots received that are the subject of this Certification are set forth at Exhibit A hereto. Exhibit A list, inter alia, (a) the ballots received by the Voting Deadline; (b) the name of each creditor voting; (c) whether such creditor voted to accept or reject the Plan; (d) the amount of such creditor’s claim for tabulation purposes; and (e) in the event a ballot was not counted for failure to comply with the Solicitation Procedures, a summary of the reason(s) why. 13. To the best of my knowledge, information and belief, Rust/Omni complied with all applicable requirements of the Solicitation Procedures Order, the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure with respect to the solicitation and tabulation of votes on the Plan. 952452.3 12/15/17 -4- 17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Pg 5 of 12 17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Pg 6 of 12 EXHIBIT A 17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Debtor: Metro Newspaper Advertising Services, Inc. Pg 7 of 12 Case No. 17-22445 Claims Ballot Detail Results Class 3 - Allowed General Unsecured Claims Class Summary Voting Outcome: Accepted Total Received Total Valid Accepted Rejected Invalid # Votes: 110 103 91 12 7 Vote %: 88.35% 11.65% Amt: $5,710,939.67 $4,095,303.31 $1,615,636.36 Amt %: 71.71% 28.29% Date Tabulated Granted Creditor Ballot # Clm Sch Received Vote Amount Releases Vote Comment ADIRONDACK DAILY ENTERPRISE 66 C-227 12/7/2017 $324.00 Accept AFRICAN-AMERICAN NEWS & ISSUES 29 C-24 11/29/2017 $15,000.00 Accept Claimant wrote in $14,788.00 as ballot amount but is tabulated at claim amount. AMBOY GUARDIAN 54 C-363 12/4/2017 $765.00 Accept AMERICAN EXPRESS TRAVEL RELATED SERVICES 84 C-460 12/11/2017 $1,535.84 Accept COMPANY INC. BANGOR DAILY NEWS 43 S-2237 12/4/2017 $16,368.56 Accept Claimant wrote in $28,725.45 as ballot amount but is tabulated at scheduled amount. No claim has been filed BAY TIMES 36 S-2211 12/4/2017 $728.08 Accept Claimant wrote in $90.22 as ballot amount but is tabulated at scheduled amount. No claim has been filed BEVERLY HILLS COURIER, LLC 108 C-208 12/15/2017 $7,190.38 Reject BOISE WEEKLY 26 C-65 11/28/2017 $1,770.46 Accept Claimant wrote in $1,823.98 as ballot amount but is tabulated at claim amount. BOSTON GLOBE 109 C332 12/15/2017 $384,844.12 Reject CAPE GIRARDEAU SE MISSOURIAN 111 S-2071 12/15/2017 $22,373.52 Accept Claimant wrote in $26,041.56 as ballot amount but is tabulated at scheduled amount. No claim has been filed CARROLL COUNTY COMET 21 S-2058 11/28/2017 $525.00 Accept Claimant wrote in $537.10 as ballot amount but is tabulated at scheduled amount. No claim has been filed CATHOLIC DIOCESE OF EVANSVILLE 46 C-706 12/4/2017 $576.00 Accept CECIL WHIG 37 S-2036 12/4/2017 $488.64 Accept Claimant wrote in $$2,753.79 as ballot amount but is tabulated at scheduled amount. No claim has been filed Friday, December 15, 2017 17-22445 - Page 1 of 6 RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Debtor: Metro Newspaper Advertising Services, Inc. Pg 8 of 12 Case No.