Case 1-12-40783-cec Doc 2 Filed 02/05/12 Entered 02/05/12 18:38:38 James H.M. Sprayregen, P.C. Jonathan S. Henes, P.C. Christopher T. Greco KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -and- Ryan B. Bennett (pro hac vice pending) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Proposed Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) GLOBAL AVIATION HOLDINGS INC. ) Case No. 12-__________ ( ) ) Debtor. ) ) Tax I.D. No. 20-4222196 ) ) ) In re: ) Chapter 11 ) GLOBAL AVIATION VENTURES SPV LLC ) Case No. 12-__________ ( ) ) Debtor. ) ) Tax I.D. No. 43-1984672 ) ) Case 1-12-40783-cec Doc 2 Filed 02/05/12 Entered 02/05/12 18:38:38 ) In re: ) Chapter 11 ) GLOBAL SHARED SERVICES, INC. ) Case No. 12-__________ ( ) ) Debtor. ) ) Tax I.D. No. 32-0331692 ) ) ) In re: ) Chapter 11 ) NEW ATA ACQUISITION INC. ) Case No. 12-__________ ( ) ) Debtor. ) ) Tax I.D. No. 20-4221985 ) ) ) In re: ) Chapter 11 ) NEW ATA INVESTMENT INC. ) Case No. 12-__________ ( ) ) Debtor. ) ) Tax I.D. No. 20-4222109 ) ) ) In re: ) Chapter 11 ) NORTH AMERICAN AIRLINES, INC. ) Case No. 12-__________ ( ) ) Debtor. ) ) Tax I.D. No. 33-0358792 ) ) ) In re: ) Chapter 11 ) WORLD AIR HOLDINGS, INC. ) Case No. 12-__________ ( ) ) Debtor. ) ) Tax I.D. No. 20-2121036 ) ) 2 Case 1-12-40783-cec Doc 2 Filed 02/05/12 Entered 02/05/12 18:38:38 ) In re: ) Chapter 11 ) WORLD AIRWAYS, INC. ) Case No. 12-__________ ( ) ) Debtor. ) ) Tax I.D. No. 94-1358276 ) ) ) In re: ) Chapter 11 ) WORLD AIRWAYS PARTS COMPANY, ) Case No. 12-__________ ( ) LLC ) ) Debtor. ) ) Tax I.D. No. 43-1984672 ) ) DEBTORS’ MOTION FOR ENTRY OF AN ORDER DIRECTING JOINT ADMINISTRATION OF THEIR RELATED CHAPTER 11 CASES Global Aviation Holdings Inc. (“Global Aviation”) and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), respectfully represent: Background 1. The Debtors are leading providers of customized military, cargo, passenger and commercial charter global air transportation services. Notably, the Debtors are the largest commercial provider of air transportation for the United States Military. The Debtors operate their businesses through their two airlines: World Airways, based in Peachtree City, Georgia, and North American Airlines, based at JFK International Airport in Jamaica, Queens. The Debtors operate a diverse fleet of cargo and passenger aircraft, employ approximately 1,800 employees and have annual revenues of more than $1 billion. 3 Case 1-12-40783-cec Doc 2 Filed 02/05/12 Entered 02/05/12 18:38:38 2. Recently, notwithstanding its industry leading position, the Debtors have encountered various financial and operational hurdles, due in part to a decreased demand for military cargo and passenger services. In an effort to facilitate a comprehensive restructuring of the Debtors’ businesses, on the date hereof (the “Commencement Date”), each of the Debtors commenced cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Concurrently with the filing of this motion, the Debtors have requested procedural consolidation and joint administration of these chapter 11 cases. No request for the appointment of a trustee or examiner has been made in these chapter 11 cases, and no committees have been appointed or designated. 3. A detailed description of the Debtors and their businesses, and the facts and circumstances supporting this motion and the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of William A. Garrett, Executive Vice President and Chief Financial Officer of Global Aviation Holdings Inc., in Support of First Day Pleadings (the “First Day Declaration”), filed contemporaneously herewith. Jurisdiction 4. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). 5. Venue is proper in this District pursuant to 28 U.S.C. § 1408. 6. The bases for the relief requested herein are section 101(2) of the Bankruptcy Code and Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). Relief Requested 7. By this motion, the Debtors request entry of an order, substantially in the form attached hereto as Exhibit A (the “Order”), directing joint administration of these chapter 11 4 Case 1-12-40783-cec Doc 2 Filed 02/05/12 Entered 02/05/12 18:38:38 cases for procedural purposes only. The Debtors request that this Court maintain one file and one docket for all of the jointly administered cases under the case number assigned to Global Aviation Holdings Inc., and that these cases be administered under the following consolidated caption: UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) GLOBAL AVIATION HOLDINGS INC., et al.,1 ) Case No. 12-__________ ( ) ) Debtors. ) Jointly Administered ) 8. The Debtors also request that an entry be made on the docket of each of the Debtors’ chapter 11 cases, other than Global Aviation Holdings Inc., that is substantially similar to the following: An order has been entered in accordance with Rule 1015(b) of the Federal Rules of Bankruptcy Procedure directing the joint administration of the chapter 11 cases of: Global Aviation Holdings Inc.; Global Aviation Ventures SPV LLC; Global Shared Services, Inc.; New ATA Acquisition Inc.; New ATA Investment Inc.; North American Airlines, Inc.; World Air Holdings, Inc.; World Airways, Inc.; and World Airways Parts Company, LLC. All further pleadings and other papers shall be filed in, and all further docket entries shall be made in, Case No. 12-_______ ( ). 9. The Debtors also seek authority to file the monthly operating reports required by the Operating Guidelines and Reporting Requirements for Debtors in Possession and Trustees, issued by the United States Trustee for Region 2 (the “U.S. Trustee”), on a consolidated basis 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal taxpayer- identification number, include: Global Aviation Holdings Inc. (2196); Global Aviation Ventures SPV LLC (4672); Global Shared Services, Inc. (1692); New ATA Acquisition Inc. (1985); New ATA Investment Inc. (2109); North American Airlines, Inc. (8792); World Air Holdings, Inc. (1036); World Airways, Inc. (8276); and World Airways Parts Company, LLC (4672). The Debtors’ corporate address in this district is North American Airlines, Building 141, Federal Circle, JFK International Airport, Jamaica, New York 11430. The Debtors’ service address at their corporate headquarters is 101 World Drive, Peachtree City, Georgia 30269. 5 Case 1-12-40783-cec Doc 2 Filed 02/05/12 Entered 02/05/12 18:38:38 but intend to track and break out disbursements on a debtor-by-debtor basis in each monthly operating report. Basis for Relief 10. As set forth in the First Day Declaration, the Debtors operate as an integrated business with common ownership and control. Global Aviation is the direct or indirect parent of each of the other 8 Debtors. Additionally, each of the 9 affiliated Debtor entities is directly liable for, or a guarantor of, the approximately $244 million in outstanding secured funded debt obligations that the Debtors seek to restructure as part of these chapter 11 cases. As a result, many of the motions, hearings and orders that will arise in these cases will affect each and every Debtor. Supporting Authority 11. As set forth in the First Day Declaration, Bankruptcy Rule 1015(b) provides that if “two or more petitions are pending in the same court by or against . a debtor and an affiliate, the court may order a joint administration of the estates.” 12. As set forth in the First Day Declaration, the 9 Debtors in these chapter 11 cases are “affiliates” as that term is defined in section 101(2) of the Bankruptcy Code. Specifically, Global Aviation directly or indirectly owns more than 20 percent of the outstanding voting securities of each of the other 8 Debtors. The Debtors also share significant debt obligations that they seek to restructure as part of these chapter 11 cases. Accordingly, the Bankruptcy Code and the Bankruptcy Rules authorize the Court to grant the relief requested herein. 13. Moreover, joint administration of these chapter 11 cases will reduce fees and costs by avoiding duplicative filings, objections and hearings, and will also allow the United States Trustee and all parties in interest to monitor these chapter 11 cases with greater ease and efficiency. Furthermore, joint administration will not adversely affect the Debtors’ respective 6 Case 1-12-40783-cec Doc 2 Filed 02/05/12 Entered 02/05/12 18:38:38 constituencies because the motion requests only administrative, not substantive, consolidation of the Debtors’ estates. For example, any creditor may still file a claim against a particular Debtor or its estate (or against multiple Debtors and their respective estates), intercompany claims among the Debtors will be preserved and the Debtors will maintain separate records of assets and liabilities. Parties in interest will therefore not be harmed by the relief requested, but, instead, will benefit from the cost savings associated with the joint administration of these chapter 11 cases. Accordingly, the Debtors submit that the joint administration of these chapter 11 cases is in the best interests of their estates, their creditors and all other parties in interest. 14. Joint administration of interrelated chapter 11 cases is routinely approved by courts in this jurisdiction under similar circumstances and is generally non-controversial.