Cadle Co. II, Inc. v. PC Liquidation Corp.

383 B.R. 856, 2008 U.S. Dist. LEXIS 44621
CourtDistrict Court, E.D. New York
DecidedFebruary 1, 2008
DocketBankruptcy No. 05-89022-288; No. CV-07-0018(SJF)
StatusPublished
Cited by13 cases

This text of 383 B.R. 856 (Cadle Co. II, Inc. v. PC Liquidation Corp.) is published on Counsel Stack Legal Research, covering District Court, E.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cadle Co. II, Inc. v. PC Liquidation Corp., 383 B.R. 856, 2008 U.S. Dist. LEXIS 44621 (E.D.N.Y. 2008).

Opinion

OPINION & ORDER

FEUERSTEIN, District Judge.

Appellant Cadle Company II, Inc. (Ca-dle), an unsecured creditor of the bankruptcy estate of PC Liquidation Corp., fik/a Photocircuits Corporation (the Debt- or), appeals from an order of the United States Bankruptcy Court for the Eastern District of New York (the Bankruptcy Court) dated November 13, 2006, which overruled its objections to the Debtor’s Third Amended Disclosure Statement (the Disclosure Statement) and confirmed the Debtor’s Third Amended Plan of Liquidation (the Plan) in the Chapter 11 bankruptcy proceeding In re PC Liquidation Corp., f/k/a Photocircuits Corporation, Bankruptcy Court No. 05-89022-288 (the PC Liquidation bankruptcy).

I. BACKGROUND

The Debtor was in the business of manufacturing printed circuit boards. Cadle is an unsecured creditor of the Debtor.

At the end of July 2004, Stairway Capital Management, L.P. (Stairway) acquired the Debtor’s secured credit facility and, according to Cadle, imposed $5.1 million in fees on the Debtor in exchange for Stairway’s forbearance in liquidating the Debtor’s assets in satisfaction of Stairway’s secured debt. Pursuant to certain Settlement Orders approved by the Bankruptcy Court in the PC Liquidation bankruptcy and a related bankruptcy proceeding in March 2006, the Debtor’s estate, [860]*860and all other parties in interest, released any and all claims they might have had against Stairway and others for, inter alia, fraudulent conveyance and lender liability (the Settlements).

On October 14, 2005, the Debtor filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the PC Liquidation bankruptcy). On February 6, 2006, the Bankruptcy Court authorized the sale of substantially all of the Debtor’s assets to American Pacific Financial Corp. (AMPAC) pursuant to an Asset Purchase Agreement (APA) entered into between the Debtor and AMPAC. The Bankruptcy Court entered an Amended Sale Order (the Sale Order) on February 23, 2006 pursuant to Section 363 of the Bankruptcy Code. On March 29, 2006, the Debtor consummated the sale of substantially all of its assets to AMPAC pursuant to the APA and Sale Order. According to Cadle, the Sale left the Debtor “a shell with no business to reorganize and approximately enough remaining assets to satisfy the allowed claims of its administrative creditors * * * and little if any money to pay unsecured creditors * * *, who stand to receive, at most * * * slightly more than one penny on the dollar.” (Appellant’s Brief [App. Brf.], p. 4).

On August 21, 2006, the Debtor filed its Third Amended Disclosure Statement (the Disclosure Statement) 1 which provided information concerning the Debtor’s business, its pre-petition hardships and its post-petition activities, as well as a description of the Debtor’s Confirmed Plan, (Disclosure Statement, pp. 5-11), accompanied by the Debtor’s Third Amended Plan (the Plan) and a copy of the Liquidating Trust Agreement. In addition, the Disclosure Statement, inter alia, (1) advised unsecured creditors that confirmation of the Plan did not assure them a distribution on unsecured claims, (Disclosure Statement, pp. 5, 33); (2) included the Debtor’s analysis of a hypothetical liquidation of the Debtor under Chapter 7 of the Bankruptcy Code and a comparison of those hypothetical results to the Debtor’s proposed distribution under the Plan, (Disclosure Statement, pp. 26-27, 32); (3) described the Settlements, the potential claims settled thereby, the likelihood of success if those claims were litigated, the nature of Cadle’s appeals from the Settlement Orders and the impact of the Settlements upon the Debtor’s financial condition and the Plan (Disclosure Statement, pp. 12-18); and (4) discussed formation of the Liquidation Trust and the duties of the Liquidation Trustee, including his duties relating to the litigation of claims belonging to the Debtor, (Disclosure Statement, pp. 19-20).

The Plan implements a set of procedures for the purpose of liquidating the Debtor’s remaining assets. Specifically, the Plan, inter alia, creates a Liquidation Trust; appoints a Liquidation Trustee to collect on the Debtor’s remaining assets, fix creditor claims and pursue causes of action for the benefit of the estate; and provides for a Post-Confirmation Committee. Following a voting period from September 19, 2006 until October 20, 2006, the unsecured creditors voted in favor of the Plan seventy-eight (78) to six (6).

On October 19, 2006, Cadle filed its objections to the Disclosure Statement and Plan, including: (1) that the unsecured creditors had relied upon inadequate information contained in the Disclosure Statement, insofar as they were not told that they could reject the Plan and liquidate the Debtor’s remaining assets through the appointment of an independent Chapter 7 [861]*861trustee or about the nature of Cadle’s contentions on its appeals of the Settlement Orders; (2) that the Plan violates Bankruptcy Code § 1129(a)(1) because the Disclosure Statement and Plan were promulgated after the liquidation of the Debtor’s worldng assets was already complete and, thus, no further purpose remained for keeping the case under Chapter 11 as opposed to Chapter 7;2 (3) that the Plan violates § 1129 of the Bankruptcy Code because it improperly provides for third party releases; and (4) that the Plan violates Bankruptcy Code § 1129(a) (7) because it fails to provide the unsecured creditors of the Debtor with an amount on account of their claims that is not less than the amount such creditors would receive were the Debtor liquidated under Chapter 7.

Following a Confirmation Hearing on October 26, 2006, the Bankruptcy Court overruled Cadle’s objections finding, inter alia, that “the information that Cadle is asking [for] in such elaborate detail is [not] necessary to advise the creditors whether they should vote to accept the plan or not.” (Transcript of October 26, 2006 Hearing [10/26/06 TJ, p. 15). The Bankruptcy Court further found that “more attention could have been paid to the disclosure statement in describing the position of Ca-dle,” (10/26/06 T., p. 16), but that “taking the longer view from a standpoint of prudence and pragmatism, I don’t know that there’s really any significant benefit from [trying to reach some consensual text with Cadle regarding the parties’ respective litigation positions].” (10/26/06 T., p. 31). In sum, the Bankruptcy Court stated that nothing “would be gained by making the parties rewrite the disclosure statement.” (10/26/06 T., p. 51).

In addition, with respect to Cadle’s contention that the case should be converted to a Chapter 7, as opposed to a Chapter 11, case, the Bankruptcy Court stated that it was “an awfully close case * * *, and you know that I was leaning toward a conversion to Chapter 7, and I’m still not all that satisfied that an 11 is going to be less expensive than a 7, but I thought that given the amount of effort that had been expended, given the ability to put the breaks on some of the mounting litigation costs, pending the approval of the plan and disclosure statement, that I could narrow that gap.” (10/26/06 T., p. 17).

Free access — add to your briefcase to read the full text and ask questions with AI

Related

In re Budd Co.
550 B.R. 407 (N.D. Illinois, 2016)
In re Fiorano Tile Imports, Inc.
517 B.R. 409 (E.D. New York, 2014)
In re Cumba
505 B.R. 110 (D. Puerto Rico, 2014)
Columbus Steel Castings Co. v. Transp. & Transit Assocs., L.L.C.
2014 Ohio 272 (Ohio Court of Appeals, 2014)
In re Fuentes
504 B.R. 731 (D. Puerto Rico, 2014)
In re W.R. Grace & Co.
475 B.R. 34 (D. Delaware, 2012)
In Re Boylan International, Ltd.
452 B.R. 43 (S.D. New York, 2011)
In Re Babayoff
445 B.R. 64 (E.D. New York, 2011)

Cite This Page — Counsel Stack

Bluebook (online)
383 B.R. 856, 2008 U.S. Dist. LEXIS 44621, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cadle-co-ii-inc-v-pc-liquidation-corp-nyed-2008.