Case 09-36379-PGH Doc 2873 Filed 04/19/16 Page 1 of 227 UNITED STATED BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA WEST PALM BEACH DIVISION www.flsb.uscourts.gov IN RE: PALM BEACH FINANCE PARTNERS, L.P., CASE NO. 09-36379-PGH PALM BEACH FINANCE II, L.P., CASE NO. 09-36396-PGH (Jointly Administered) Debtors. / NOTICE OF FILING OF: (I) FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER CONFIRMING THE SECOND AMENDED CHAPTER 11 PLAN OF LIQUIDATION DATED APRIL 8, 2016 [ECF NO. 3305] AND (II) SECOND AMENDED CHAPTER 11 PLAN OF LIQUIDATION [ECF NO. 3263] FILED IN CASE NO. 08- 45257, IN RE: PETTERS COMPANY, INC., ET AL., IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA Barry E. Mukamal, in his capacity as liquidating trustee (“Liquidating Trustee”) for the Palm Beach Finance Partners Liquidating Trust and the Palm Beach Finance Partners II Liquidating Trust, by and through undersigned counsel, files this Notice of Filing of: (i) Findings of Fact, Conclusions of Law and Order Confirming the Second Amended Chapter 11 Plan of Liquidation Dated April 8, 2016 [ECF No. 3305] and (ii) Second Amended Chapter 11 Plan of Liquidation [ECF No. 3263] Filed in Case No. 08-45257, In Re: Petters Company, Inc., et al., in the United States Bankruptcy Court for the District of Minnesota attached as Composite Exhibit A. Exhibit A is voluminous and to serve via U.S. Mail would be a significant expense to the estate. Accordingly, it is being made available via the Palm Beach website: http://www.palmbeachfinanceinfo.com/pleadings.shtml. Further, any party may contact undersigned counsel’s firm (Lisa Tannenbaum at [email protected]) to request a copy by e-mail. 1 LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363 {Firm Clients/4189/4189-1/01771516.DOC.} Case 09-36379-PGH Doc 2873 Filed 04/19/16 Page 2 of 227 CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing was served on April 19, 2016, via the Court’s Notice of Electronic Filing upon registered Users listed on the attached Exhibit 1, via U.S. Mail upon the parties listed on the attached Manual Notice List attached as Composite Exhibit 21, the Court’s Matrices in Case No. 09-36379-BKC-PGH and Case No. 09- 36396-BKC-PGH attached as Composite Exhibit 32, and those additional addresses set forth on Composite Exhibit 4. DATED: April 19, 2016. s/ Solomon B. Genet Solomon B. Genet, Esquire Florida Bar No. 617911 [email protected] MELAND RUSSIN & BUDWICK, P.A. 3200 Southeast Financial Center 200 South Biscayne Boulevard Miami, Florida 33131 Telephone: (305) 358-6363 Telecopy: (305) 358-1221 Attorneys for the Liquidating Trustee 1 “ADDL” means these additional parties served as a courtesy. See Composite Exhibit 4. “BAD” means that it is a known bad address; hence, no service by mail. “DUP” means that the address appears more than once on this exhibit and is only being served one time by mail. “INC” means that the Matrix contains an incomplete addresses; hence, no service by mail. “NEF” means that service was made by Notice of Electronic Filing as set forth on Exhibit 1 and is not being additionally served by mail. “NNR” means no notice is required. Examples are professionals retained. “PBFP” means that entity appears on both matrices and only being served once. 2 See footnote 1. 2 LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363 {Firm Clients/4189/4189-1/01771516.DOC.} Case 08-45257Case 09-36379-PGH Doc 3305 Filed Doc 04/15/16 2873 Filed Entered 04/19/16 04/15/16 Page 16:14:18 3 of 227 Desc Main Document Page 1 of 47 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MINNESOTA In re: Jointly Administered under Case No. 08-45257 Petters Company, Inc., et al. Debtors. Case No. 08-45257 (includes: Court File 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 FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER CONFIRMING THE SECOND AMENDED CHAPTER 11 PLAN OF LIQUIDATION DATED APRIL 8, 2016 ______________________________________________________________________________ WHEREAS, Douglas A. Kelley (“Kelley”), solely in his capacity as Chapter 11 Trustee1, Greenpond South, LLC, Ronald R. Peterson, solely in his capacity as the Chapter 7 Trustee of Lancelot Investors Fund, LP, et al.2, and Barry E. Mukamal, solely in his capacity as the Liquidating Trustee of the Palm Beach Finance Partners Liquidating Trust and the Palm Beach Finance II Liquidating Trust, collectively, the Plan Proponents, and as “proponent[s] of the plan” within the meaning of section 1129 1 Capitalized terms not defined herein shall have the meaning set forth in the Plan, a copy of which is attached hereto as Exhibit A. 2 Ronald R. Peterson is the duly-appointed Lancelot Trustee (as defined in the Plan) in affiliated bankruptcy cases venued in the Northern District of Illinois jointly administered as Case No. 08-28225. 1 NOTICE OF ELECTRONIC ENTRY AND COMPOSITE EXHIBIT A FILING ORDER OR JUDGMENT Filed and Docket Entry made on 04/15/2016 Lori Vosejpka, Clerk, By JRB, Deputy Clerk Case 08-45257Case 09-36379-PGH Doc 3305 Filed Doc 04/15/16 2873 Filed Entered 04/19/16 04/15/16 Page 16:14:18 4 of 227 Desc Main Document Page 2 of 47 of the Bankruptcy Code, filed the Second Amended Chapter 11 Plan of Liquidation dated April 8, 2016 (as such plan may be amended or modified from time to time, together with all addenda, exhibits, schedules, supplements, or attachments, if any, the “Second Amended Plan” or the “Plan”) [Docket No. 3263] which Second Amended Plan modified the Amended Chapter 11 Plan of Liquidation dated February 22, 2016 (the “First Amended Plan”). The Plan Proponents also filed the Amended Disclosure Statement in Support of the Amended Chapter 11 Plan of Liquidation dated February 22, 2016 (“Disclosure Statement”) [Docket No. 3131]; and WHEREAS, the Bankruptcy Court held hearings to approve the Disclosure Statement on February 17, 2017 and February 23, 2016 (collectively, the “Disclosure Statement Hearing”) after which it entered an order (the “Disclosure Statement Order”) [Docket No. 3142] on February 25, 2016, which, among other things, (i) approved the Disclosure Statement as containing adequate information under section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017; (ii) established April 12, 2016, at 9:30 a.m. (Central Time) as the date and time of the hearing pursuant to section 1129 of the Bankruptcy Code to consider Confirmation of the Plan (the “Confirmation Hearing”); (iii) approved the form and method of notice of the Confirmation Hearing (the “Confirmation Hearing Notice”); and (iv) established certain procedures for soliciting and tabulating votes with respect to the Plan; and WHEREAS, the Disclosure Statement, the First Amended Plan, the Disclosure Statement Order, the appropriate form of Ballot(s) and the Trustee’s transmittal notice and disclosure letter (collectively, the "Solicitation Package") were distributed by the Chapter 11 Trustee to the Holders of Claims and Interests and other parties in interest 2 Case 08-45257Case 09-36379-PGH Doc 3305 Filed Doc 04/15/16 2873 Filed Entered 04/19/16 04/15/16 Page 16:14:18 5 of 227 Desc Main Document Page 3 of 47 in accordance with the Disclosure Statement Order as set forth in the Certificates of Service filed with the Bankruptcy Court; and WHEREAS, the Chapter 11 Trustee, Lancelot Trustee, Palm Beach Liquidating Trustee and Ark Discovery II Trustee filed a joint motion requesting temporary allowance of claims for purposes of voting on the Second Amended Plan (the “Voting Motion”) [Docket No. 3160]. On March 22, 2016, the Bankruptcy Court entered the Order granting the Voting Motion which temporarily allowed the claims of Lancelot, the Palm Beach Liquidating Trustee and Ark Discovery II, LP for the purpose of voting to accept or reject the Second Amended Plan (the “Voting Order”) [Docket No. 3197]; and WHEREAS, the Chapter 11 Trustee filed a motion requesting temporary allowance of claims of Ritchie Capital Management, Ltd. for purposes of voting on the Second Amended Plan (the “Ritchie Voting Motion”) [Docket No. 3236]. On April 13, 2016, the Bankruptcy Court entered the Order granting the Ritchie Voting Motion which temporarily allowed the claims of Ritchie Capital Management, Ltd. for the purpose of voting on the Second Amended Plan (the “Ritchie Voting Order”) [Docket No. 3285]; and WHEREAS, on April 8, 2016, the Plan Proponents filed the Second Amended Plan, which includes their amendments to the First Amended Plan (the “Plan Amendment”). See Second Amended Plan [Docket No. 3263] and the Ballot Acceptance Motion [Docket No. 3264]; and WHEREAS, objections to confirmation of the Plan were filed and served by (i) John Stoebner, as Chapter 7 Trustee in the Polaroid bankruptcy cases, Bky No. 08-44617 3 Case 08-45257Case 09-36379-PGH Doc 3305 Filed Doc 04/15/16 2873 Filed Entered 04/19/16 04/15/16 Page 16:14:18 6 of 227 Desc Main Document Page 4 of 47 et al. [Docket No. 3241] (the “Stoebner Objection”), (ii) DZ Bank AG, Deutsche Zentral Genossenschaftsbank, Frankfurt am Main [Docket No.