In re Allied Consolidated Industries, Inc.

569 B.R. 284, 2017 Bankr. LEXIS 1906
CourtUnited States Bankruptcy Court, N.D. Ohio
DecidedJune 19, 2017
DocketCASE NUMBER 16-40675 (Substantively Consolidated)
StatusPublished
Cited by1 cases

This text of 569 B.R. 284 (In re Allied Consolidated Industries, Inc.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. Ohio primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Allied Consolidated Industries, Inc., 569 B.R. 284, 2017 Bankr. LEXIS 1906 (Ohio 2017).

Opinion

MEMORANDUM OPINION OVERRULING OBJECTION OF UNITED STATES STEEL CORPORATION TO CONFIRMATION OF SECOND AMENDED JOINT PLAN OF REORGANIZATION

Kay Woods, United States Bankruptcy Judge

On May 2, 2017, Debtors and Debtors-in-Possession Allied Consolidated Industries, Inc., Allied Erecting & Dismantling Co., Inc., Allied Industrial Scrap, Inc. (“AIS”), and Allied-Gator, Inc. (“AGI”) (collectively, “Debtors”) and the Official Committee of Unsecured Creditors (“Committee”) jointly filed Second Amended Joint Plan of Reorganization Proposed by the Debtor and the Official Committee of Unsecured Creditors (“Joint Plan”) (Doc. 356). On May 31, 2017, United States Steel Corporation (“U. S. Steel”) filed Objection of United States Steel Corporation to Confirmation of Second Amended Joint Plan of Reorganization (“Objection”) (Doc. 364), which is presently before the Court.

The Court held a hearing to consider confirmation of the Joint Plan on June 7, 2017, which hearing was continued to and concluded on June 14, 2017 (“Confirmation Hearing”). At the Confirmation Hearing, the Court heard the testimony of (i) John K. Lane of Inglewood Associates, LLC, Crisis Manager for the Debtors and proposed “Creditor Trustee”1; and (ii) Michael R. Ramun, Sales and Marketing Manager for AGI. The Court admitted into evidence Joint Exhibits 1 through 19 and U. S. Steel Exhibit 8. Upon conclusion of the Confirmation Hearing, the Court orally approved confirmation of the Joint Plan and overruled the Objection. The Court enters this Memorandum Opinion and accompanying Order tp memorialize its overruling of the Objection.2

This Court has jurisdiction pursuant to 28 U.S.C. § 1334 and General Order No. 2012-7 entered in this district pursuant to 28 U.S.C. § 157(a). Venue in this Court is proper pursuant to 28 U.S.C. §§ 1391(b), 1408, and 1409. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(L). The following constitutes the Court’s findings of fact and conclusions of law pursuant to Federal Rule of Bankruptcy Procedure 7052.

I. BACKGROUND

On April 13, 2016, the Debtors filed voluntary petitions pursuant to chapter 11 of Title 11. The Debtors’ cases were substantively consolidated on July 11, 2016 (see Doc. 123).

[287]*287On March 9, 2017, the Debtors and the Committee jointly filed (i) First Joint Plan of Reorganization Proposed by the Debtor and the Official Committee of Unsecured Creditors (Doc. 313); ■ and (ii) First Disclosure Statement for Joint Plan of Reorganization Proposed by the Debtor and the Official Committee of Unsecured Creditors (Doc. 314). A hearing to consider approval of the Joint Disclosure Statement was scheduled for April 25, 2017 (“Disclosure Hearing”) (see Doc. 317).

The day prior to the Disclosure Hearing, the Debtors and the Committee jointly filed (i) First Amended Joint Plan of Reorganization Proposed by the Debtor and the Official Committee of Unsecured Creditors (Doc. 345); and (ii) Amended First Disclosure Statement for Joint Plan of Reorganization Proposed by the Debtor and the Official Committee of Unsecured Creditors (“Joint Disclosure Statement”) (Doc. 346).

At the Disclosure Hearing, the Court conditionally approved the Joint Disclosure Statement as modified on the record. The Court directed the Debtors and the Committee to file a second amended joint plan of reorganization and a second amended joint disclosure statement to incorporate the changes to those documents conditionally approved by the Court at the Disclosure Hearing.

On May 2, 2017, the Debtors and the Committee jointly filed (i) the Joint Plan; and (ii) Amended Second Disclosure Statement for Joint Plan of Reorganization Proposed by the Debtor and the Official Committee of Unsecured Creditors (“Final Joint Disclosure Statement”) (Doc. 357). On that same date, the Court entered Order (a) Approving Second Amended Disclosure Statement for Second Amended Joint Chapter 11 Plan of Reorganization; (b) Setting Deadline for Return of Ballots; (c) Setting Confirmation Hearing; and (d) Setting Deadline for Objection to Confirmation of the Proposed Second Amended Joint Chapter 11 Plan of Reorganization (Doc. 358), in which the Court, inter alia, approved the Final Joint Disclosure Statement and scheduled a hearing to consider confirmation of the Joint Plan on June 7, 2017.

On May 31, 2017, U. S. Steel filed its Objection, and, on June 6, 2017, the Committee filed Official Committee of Unsecured Creditors’ Response to Objection of United States Steel Corporation to Confirmation of Second Amended Joint Plan of Reorganization (Doc. 369).

On June 1, 2017, the Debtors filed Ballot Tabulation Report (Doc. 366), in which the Debtors represented that 42 of 43 voting creditors accepted the Joint Plan. Specifically, Classes 1, 3, 4, 5, 6, and 7 voted in favor of the Joint Plan. Class 2, consisting only of U. S. Steel, voted to reject the Joint Plan.

At the June 7, 2017 Confirmation Hearing, the following parties appeared: (i) Andrew W. Suhar, Esq., Melissa M. Macejko, Esq., and Joseph R. Macejko, Esq. on behalf of the Debtors; (ii) Frederic P. Schwieg, Esq. on behalf of the Committee; (iii) Charles M. Oellermann, Esq., Michael R. Gladman, Esq., and David M. Belczyk, Esq. on behalf of U. S. Steel; (iv) Amy L. Good, Esq. on behalf of Daniel M. McDer-mott, United States Trustee for Region 9 (“UST”); (v) Harry A. Readshaw, Esq., on behalf (a) Eckert Seamans Cherin & Mel-lot, LLC, (b) Nadler Nadler & Burdman Co., LPA, and (c) Anness Gerlach & Williams, Inc. (collectively, the “Professionals”); (vi) Scott A. Norcross, Esq. on behalf of Norfolk Southern Railway Co. (“Norfolk Southern”); and (vii) Jonathan K. Schoenike, Esq. on behalf of Michael D. Ramun.

At the June 14, 2017 Confirmation Hearing, the following parties appeared: (i) Mr. [288]*288Suhar and Ms. Macejko on behalf of the Debtors; (ii) Mr. Schwieg on behalf of the Committee; (iii) Messrs. Oellermann, Gladman, and Belczyk on behalf of U. S. Steel; (iv) Ms. Good on behalf of the UST; (v) R. Scott Heasley, Esq. on behalf of Norfolk Southern; and (vi) Mr. Schoenike on behalf of Michael D. Ramun.

II. ANALYSIS

The Objection contains several discrete objections to the Joint Plan. Two objections asserted by U. S. Steel have been resolved by agreement and modification on the record at the Confirmation Hearing: (i) the Debtors have agreed to use language offered by U. S. Steel to modify certain alleged contradictory and/or ambiguous provisions of the Joint Plan; and (ii) the Debtors have agreed that the “Fairless Agreements” would be rejected rather than assumed.3 The remaining objections can be summarized, as follows:

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Bluebook (online)
569 B.R. 284, 2017 Bankr. LEXIS 1906, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-allied-consolidated-industries-inc-ohnb-2017.