Case 20-10755-BLS Doc 489 Filed 08/03/20 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 RAVN AIR GROUP, INC. et al.,1 Case No. 20-10755 (BLS) Debtors. (Jointly Administered) Re: Dkt. Nos. 197 & 295 CERTIFICATION OF COUNSEL REGARDING PROPOSED ORDER APPROVING THE DEBTORS' MOTION FOR THE (A) SALE OF CERTAIN ACQUIRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS, (B) THE ASSUMPTION AND ASSIGNMENT OF CERTAIN CONTRACTS, AND (C) PAYMENT OF BID PROTECTIONS, IF APPLICABLE On May 14, 2020, the debtors and debtors in possession in the above-captioned chapter 11 cases (the “Debtors”) filed the Debtors’ Motion for Orders (I)(A) Authorizing and Approving the Bidding Procedures, (B) Approving Procedures Related to the Assumption of Certain Executory Contracts and Unexpired Leases, (C) Approving the Notice Procedures, (D) Authorizing Entry Into One or More Stalking Horse Agreements, and (E) Setting a Date for the Sale Hearing; and (II) Authorizing and Approving (A) the Sale of Certain Assets Free and Clear Of All Liens, Claims, Encumbrances and Interests, (B) the Assumption and Assignment of Certain Contracts, and (C) Payment of Bid Protections, If Applicable [Docket No. 197] (the “Sale Motion”)2 with the United States Bankruptcy Court for the District of Delaware (the “Court”). 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s U.S. tax identification number are as follows: Ravn Air Group, Inc. (3047), Ravn Air Group Holdings, LLC (5356), JJM, Inc. (4858), HoTH, Inc. (9957), Peninsula Aviation Services, Inc. (6859), Corvus Airlines, Inc. (7666), Frontier Flying Service, Inc. (8091), and Hageland Aviation Services, Inc. (2754). The notice address for all of the Debtors is 4700 Old International Airport Road, Anchorage, AK 99502. 2 Capitalized terms used, but not otherwise defined herein shall have the meanings given to them in the Sale Motion. 146484.01601/123656969v.1 Case 20-10755-BLS Doc 489 Filed 08/03/20 Page 2 of 4 On June 3, 2020, the Court entered the Order (A) Authorizing and Approving the Bidding Procedures, (B) Approving Procedures Related to The Assumption of Certain Executory Contracts and Unexpired Leases, (C) Approving the Notice Procedures, (D) Authorizing Entry Into One or More Stalking Horse Agreements, and (E) Setting a Date for the Sale Hearing [Docket No. 295], which, among other things, set a final hearing on the Sale Motion (the “Sale Hearing”) for July 9, 2020 at 11:00 a.m. (Prevailing Eastern Time) before the Court. At the Sale Hearing, the Court approved the sale of, among other things, eleven (11) lots of the Debtors’ assets to the purchasers set forth in the Notice of Successful Bidders and Back-Up Bidders at Auction [Docket. No. 430] and the Debtors informed the Court that the Debtors would submit one or more separate proposed sale orders seeking approval of the sale of the various asset lots. Prior to the Sale Hearing, the Debtors filed a proposed sale order for Lots 2-9 and 12 [Docket. No. 427] (the “Initial Proposed Sale Order”). The Court has already entered four sale orders with respect to the sale to Wright Air Service, Inc. [Docket No. 437], the sale to Bering Air, Inc. and Tatonduk Outfitters Limited, dba Everts Air Cargo and Everts Air Alaska [Docket No. 457], the sale to Grant Aviation, Inc [Docket No. 467], and the sale to Riverside Apartment, LLC and YR-Leasing, LLC [Docket No. 468]. Attached hereto as Exhibit 1 is the proposed form of sale order (the “Proposed Sale Order”) with respect to the sale of certain assets of the Debtors to FLOAT ALASKA LLC (the “Buyer”). A dispute has recently arisen with Wexford Capital LP and Kalinin Holdings, Inc. d/b/a Alaska Seaplanes (the “Wexford/Alaska Seaplane Bidders”) regarding the Debtors’ designation of the Buyer’s bid as the Successful Bid. See Statement of the Wexford/Alaska Seaplane Bidders Regarding Bid Position [Docket No. 485]. The Debtors maintain that, despite the alleged 2 146484.01601/123656969v.1 Case 20-10755-BLS Doc 489 Filed 08/03/20 Page 3 of 4 grievances contained in the Wexford/Alaska Seaplane Bidders’ “statement”, the proposed sale to the Buyer is the product of good-faith and arms-length negotiations between the Debtors and the Buyer. The Debtors adhered to the Bidding Procedures at all times. Furthermore, the Debtors submit that the Proposed Sale Order is appropriate and consistent with the Court’s ruling at the Sale Hearing. The Proposed Sale Order reflects comments received from counsel for Alaska Airlines and the United States Government. But for certain modifications regarding successor liability and other issues, the Proposed Sale Order is substantially similar to the Initial Proposed Sale Order previously reviewed by Counsel for the Official Committee of Unsecured Creditors appointed in these chapter 11 cases, counsel for the DIP Agent, and the Office of the United States Trustee. A redline reflecting the differences between the Initial Proposed Sale Order and the Proposed Sale Order is attached hereto as Exhibit 2. Counsel for the Buyer has consented to the entry of the Proposed Sale Order. WHEREFORE, the Debtors respectfully request entry of the Proposed Sale Order attached hereto as Exhibit 1 at the earliest convenience of the Court, notwithstanding the complaints of the Wexford/Alaska Seaplane Bidders. 3 146484.01601/123656969v.1 Case 20-10755-BLS Doc 489 Filed 08/03/20 Page 4 of 4 Dated: August 3, 2020 BLANK ROME LLP Wilmington, Delaware /s/ Victoria Guilfoyle Victoria A. Guilfoyle (No. 5183) Stanley B. Tarr (No. 5535) Jose F. Bibiloni (No. 6261) 1201 N. Market Street, Suite 800 Wilmington, Delaware 19801 Telephone: (302) 425-6400 Facsimile: (302) 425-6464 Email: [email protected] [email protected] [email protected] -and- KELLER BENVENUTTI KIM LLP Tobias S. Keller (pro hac vice) Jane Kim (pro hac vice) Thomas B. Rupp (pro hac vice) 650 California Street, Suite 1900 San Francisco, California 94108 Telephone: (415) 496-6723 Facsimile: (650) 636-9251 Email: [email protected] [email protected] [email protected] Attorneys for Debtors and Debtors-in-Possession 4 146484.01601/123656969v.1 Case 20-10755-BLS Doc 489-1 Filed 08/03/20 Page 1 of 35 EXHIBIT 1 Case 20-10755-BLS Doc 489-1 Filed 08/03/20 Page 2 of 35 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) RAVN AIR GROUP, INC., et al.,1 ) Case No. 20-10755 (BLS) ) Debtors. ) (Jointly Administered) ) ) Re. Docket Nos. 197 & 295 ORDER APPROVING THE DEBTORS' MOTION FOR THE (A) SALE OF CERTAIN ACQUIRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS, (B) THE ASSUMPTION AND ASSIGNMENT OF CERTAIN CONTRACTS, AND (C) PAYMENT OF BID PROTECTIONS, IF APPLICABLE, WITH RESPECT TO THE SALE TO FLOAT SHUTTLE, INC. OR ITS ASSIGNEE Upon the motion (the “Sale Motion”) of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) for entry of an order (this “Sale Order”) Authorizing and Approving (A) the Sale of Certain Acquired Assets Free and Clear of All Liens, Claims, Encumbrances and Interests, (B) the Assumption and Assignment of Certain Contracts, and (C) Payment of Bid Protections, if Applicable (collectively, the “Transaction”), pursuant to that certain Asset Purchase Agreement (the “APA”)2 attached to this Sale Order as Exhibit 1; and this Court having entered an order on June 3, 2020 [Docket No. 295] (the “Bid Procedures Order”) approving, among other things, the proposed form of notice of the Sale Hearing; and the Debtors having determined, that FLOAT Shuttle, Inc. or its assignee (the “Buyer”) has submitted the highest or otherwise best bid for those certain Acquired Assets, as defined in the APA (including, 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s U.S. tax identification number are as follows: Ravn Air Group, Inc. (3047), Ravn Air Group Holdings, LLC (5356), JJM, Inc. (4858), HoTH, Inc. (9957), Peninsula Aviation Services, Inc. (6859), Corvus Airlines, Inc. (7666), Frontier Flying Service, Inc. (8091), and Hageland Aviation Services, Inc. (2754). The notice address for all of the Debtors is 4700 Old International Airport Road, Anchorage, AK 99502. 2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Sale Motion, the APA, or the Bid Procedures Order, as applicable. Case 20-10755-BLS Doc 489-1 Filed 08/03/20 Page 3 of 35 without limitation, those assets set forth on Exhibit A to the APA); and upon adequate and sufficient notice of the Sale Motion and all other related transactions contemplated thereunder and in this Sale Order; and all interested parties having been afforded an opportunity to be heard with respect to the Sale Motion and all relief related thereto; and the Court having reviewed and considered the Sale Motion and all relief related thereto and any objections thereto; and upon the full record in support of the relief requested by the Debtors in the Sale Motion; and this Court having jurisdiction over this matter; and this Court having determined that it may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Sale Motion in this district is proper; and it further appearing that the legal and factual bases set forth in the Sale Motion and at the Sale Hearing establish just cause for the relief granted herein; and it appearing that the relief requested in the Sale Motion is in the best interests of the Debtors, their estates, their creditors, and all other parties in interest; and upon the full record of these chapter 11 cases and all other pleadings and proceedings, including the Sale Motion; and after due deliberation thereon, and good and sufficient cause appearing therefor, THE COURT HEREBY FINDS THAT:3 I.