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1 Case Document 619 Filed in TXSB on 05/27/16 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS CORPUS CHRISTI DIVISION In re: Chapter 11 SHERWIN ALUMINA COMPANY, LLC, et al., 1 Case No Debtors. (Jointly Administered) David R. Jones DEBTORS MOTION FOR ENTRY OF AN ORDER AUTHORIZING REJECTION OF CERTAIN EXECUTORY CONTRACTS THIS MOTION SEEKS ENTRY OF AN ORDER THAT MAY ADVERSELY AFFECT YOU. IF YOU OPPOSE THE MOTION, YOU SHOULD IMMEDIATELY CONTACT THE MOVING PARTY TO RESOLVE THE DISPUTE. IF YOU AND THE MOVING PARTY CANNOT AGREE, YOU MUST FILE A RESPONSE AND SEND A COPY TO THE MOVING PARTY. YOUR RESPONSE MUST STATE WHY THE MOTION SHOULD NOT BE GRANTED. IF YOU DO NOT FILE A TIMELY RESPONSE, THE RELIEF MAY BE GRANTED WITHOUT FURTHER NOTICE TO YOU. IF YOU OPPOSE THE MOTION AND HAVE NOT REACHED AN AGREEMENT, YOU MUST ATTEND THE HEARING. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT MAY CONSIDER EVIDENCE AT THE HEARING AND MAY DECIDE THE MOTION AT THE HEARING. A HEARING WILL BE CONDUCTED ON THIS MATTER ON JUNE 22, 2016, AT 11:00 A.M., PREVAILING CENTRAL TIME, IN COURTROOM 400, 4TH FLOOR, UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS, 515 RUSK AVENUE, HOUSTON, TEXAS REPRESENTED PARTIES SHOULD ACT THROUGH THEIR ATTORNEY. The above-captioned debtors and debtors in possession (collectively, the Debtors ) respectfully state as follows in support of this motion (this Motion ): 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, are: Sherwin Alumina Company, LLC (2376); and Sherwin Pipeline, Inc. (9047). The debtors service address is: 4633 Highway 361, Gregory, Texas KE

2 Case Document 619 Filed in TXSB on 05/27/16 Page 2 of 7 Relief Requested 1. The Debtors seek entry of an order, substantially in the form attached hereto as Exhibit A, authorizing the Debtors to reject the executory contracts identified on Exhibit 1 annexed to Exhibit A (collectively, the Contracts ), effective nunc pro tunc to the date hereof. Jurisdiction, Venue, and Procedural Background 2. The United States Bankruptcy Court for the Southern District of Texas (the Court ) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue is proper pursuant to 28 U.S.C and The bases for the relief requested herein are sections 105(a) and 365(a) of title 11 of the United States Code (the Bankruptcy Code ) and rule 6006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ). Contracts to Be Rejected 6. In connection with their restructuring efforts, the Debtors, with the assistance of their advisors, have analyzed their executory contracts and unexpired leases. As a result of this analysis, the Debtors determined, in a sound exercise of their business judgment, that the Contracts are unnecessary and burdensome to the estates and that it is, therefore, appropriate for the Debtors to reject the Contracts, effective nunc pro tunc to the date hereof. a. Cytec Contract. Sherwin Alumina Company, LLC and Cytec Industries Inc. ( Cytec ) are parties to a supply agreement, dated as of October 1, 2011 (as amended, the Cytec Contract ), regarding the sale and purchase of HX flocculant. The Cytec Contract requires the Debtors to purchase all of their HX flocculant requirements exclusively from Cytec. The Cytec Contract also contains off-market price and payment terms. Following a competitive bidding process, the Debtors have identified viable replacement HX flocculant suppliers that have proposed to provide HX flocculant to the Debtors on better terms than Cytec. Accordingly, the Debtors have determined that it is appropriate to reject the Cytec Contract. b. Nalco Contract. Sherwin Alumina Company, LLC and Nalco Company are party to a supply agreement, dated as of January 1, 2010 (as amended, 2

3 Case Document 619 Filed in TXSB on 05/27/16 Page 3 of 7 the Nalco Contract ), regarding the sale and purchase of certain chemicals and other materials related to the Debtors alumina production business. The Debtors have determined that the Nalco Contract is burdensome to the estates and that it is appropriate to reject the Cytec Contract. Basis for Relief 7. Section 365(a) of the Bankruptcy Code provides that a debtor subject to the court s approval, may... reject any executory contract or unexpired lease of the debtor. 11 U.S.C. 365(a). This provision allows a trustee to relieve the bankruptcy estate of burdensome agreements which have not been completely performed. Stewart Title Guar. Co. v. Old Republic Nat l Title Ins. Co., 83 F.3d 735, 741 (5th Cir. 1996) (citing In re Murexco Petrol., Inc., 15 F.3d 60, 62 (5th Cir. 1994)). 8. The Debtors rejection of an executory contract or unexpired lease is governed by the business judgment standard. See, e.g., In re Mirant Corp., 378 F.3d 511, 526, n.5 (5th Cir. 2004); Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1309 (5th Cir. 1985). As such, it is appropriate for a debtor to reject an executory contract if the debtor has determined in its business judgment that rejection of the contract maximizes stakeholder value. See In re Pisces Energy, LLC, No (KKB), 2009 WL , at *6 (Bankr. S.D. Tex. Dec. 21, 2009) ( Transposed to the bankruptcy context, the [business judgment] rule as applied to a bankrupt s decision to reject an executory contract because of perceived business advantage requires that the decision be accepted by courts unless it is shown that the bankrupt s decision was one taken in bad faith or in gross abuse of the bankrupt s retained business discretion. (quoting Lubrizol Enters., Inc. v. Richmond Metal Finishers, Inc., 756 F.2d 1043, 1047 (4th Cir. 1985))). 9. Here, the proposed rejection of the Contracts represents a sound exercise of the Debtors business judgment. Absent rejection, the Contracts will impose ongoing obligations on 3

4 Case Document 619 Filed in TXSB on 05/27/16 Page 4 of 7 the Debtors and their estates that will unnecessarily drain the Debtors resources. Accordingly, the Debtors respectfully submit that rejection of the Contracts is appropriate. Nunc Pro Tunc Relief Is Appropriate 10. Although section 365 of the Bankruptcy Code does not address whether a bankruptcy court may apply rejection retroactively, courts have held that a bankruptcy court may, in its discretion, authorize rejection retroactively to a date prior to entry of an order authorizing such rejection where the balance of equities favors such relief. See, e.g., In re Thinking Machs. Corp., 67 F.3d 1021, (1st Cir. 1995) (stating rejection under section 365(a) does not take effect until judicial approval is secured, but the approving court has the equitable power, in suitable cases, to order a rejection to operate retroactively ). 11. Here, the balance of equities favor rejection of the Contracts, effective nunc pro tunc to the date hereof, to permit the Debtors to avoid further unnecessary administrative expenses related to the Contracts. Moreover, the Debtors submit that such relief will not prejudice the non-debtor parties to the Contracts because, contemporaneously with the filing of this Motion, the Debtors will cause notice of this Motion to be served on each such party, thereby allowing each a sufficient opportunity to respond accordingly. Furthermore, courts in this district have authorized rejection of executory contracts on a nunc pro tunc basis. See, e.g., In re HII Techs., Inc., No (DRJ) (Bankr. S.D. Tex. Oct. 14, 2015) (granting rejection of executory contracts nunc pro tunc to petition date); In re Buccaneer Res., LLC, No (DRJ) (Bankr. S.D. Tex. June 10, 2014) (same). 2 Accordingly, Debtors respectfully submit that it is appropriate for the Court to authorize the rejection of the Contracts, effective nunc pro tunc to the date hereof. 2 Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Motion. Copies of these orders are available upon request of the Debtors counsel. 4

5 Case Document 619 Filed in TXSB on 05/27/16 Page 5 of 7 Reservation of Rights 12. Nothing contained herein is intended or shall be construed as: (a) an admission as to the amount of, basis for, or validity of any claim against the Debtors under the Bankruptcy Code or other applicable nonbankruptcy law; (b) a waiver of any party s rights to dispute any claim; (c) an assumption, adoption, or rejection of any agreement, contract, or lease under section 365 of the Bankruptcy Code, other than as set forth herein with regard to the Contracts; (d) an admission as to the validity, enforceability, or perfection of any lien on, security interest in, or other encumbrance on property of the Debtors estates; or (e) a waiver of any claims or causes of action which may exist against any entity. Notice 13. The Debtors will provide notice of this Motion to the following parties or their respective counsel (if known): (a) the United States Trustee for the Southern District of Texas; (b) any party that is required to receive service pursuant to Order Granting Complex Chapter 11 Bankruptcy Case Treatment [Docket No. 77]; (c) the non-debtor parties to the Contracts; (d) the lender under the Debtors prepetition secured credit facility; (e) the official committee of unsecured creditors appointed in these chapter 11 cases; and (f) any other party that has requested notice pursuant to Bankruptcy Rule The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. No Prior Request 14. No prior request for the relief sought in this Motion has been made to this or any other court. [Remainder of page intentionally left blank] 5

6 Case Document 619 Filed in TXSB on 05/27/16 Page 6 of 7 WHEREFORE, the Debtors respectfully request that the Court enter the order, substantially in the form attached hereto as Exhibit A, granting the relief requested and such other relief as the Court deems appropriate under the circumstances. Respectfully Submitted, Dated: May 27, 2016 /s/ Joshua A. Sussberg Christopher Marcus, P.C. (admitted pro hac vice) Joshua A. Sussberg, P.C. (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: (212) Facsimile: (212) and - James H.M. Sprayregen, P.C. (admitted pro hac vice) Gregory F. Pesce (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) and - Zack A. Clement (TX Bar No ) ZACK A. CLEMENT PLLC 3753 Drummond Houston, Texas Telephone: (832) Counsel for the Debtors and Debtors in Possession

7 Case Document 619 Filed in TXSB on 05/27/16 Page 7 of 7 Certificate of Service I certify that on May 27, 2016, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Joshua A. Sussberg

8 Case Document Filed in TXSB on 05/27/16 Page 1 of 5 Exhibit A Proposed Order

9 Case Document Filed in TXSB on 05/27/16 Page 2 of 5 IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS CORPUS CHRISTI DIVISION In re: Chapter 11 SHERWIN ALUMINA COMPANY, LLC, et al., 1 Case No Debtors. (Jointly Administered) David R. Jones ORDER AUTHORIZING REJECTION OF CERTAIN EXECUTORY CONTRACTS (Docket No. ) Upon the motion (the Motion ) 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors ) for entry of an order (this Order ) authorizing the Debtors to reject the Contracts, effective nunc pro tunc to the date the Debtors filed the Motion, all as more fully set forth in the Motion; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and that this Court 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 Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest; and this Court having found that the Debtors notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, are: Sherwin Alumina Company, LLC (2376); and Sherwin Pipeline, Inc. (9047). The debtors service address is: 4633 Highway 361, Gregory, Texas Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

10 Case Document Filed in TXSB on 05/27/16 Page 3 of 5 therein at a hearing before this Court (the Hearing ); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is granted as set forth herein. 2. The Contracts identified on Exhibit 1 attached hereto and all related amendments and supplements thereto are hereby rejected effective as of May 27, Nothing contained in this Order is intended or shall be construed as: (a) an admission as to the amount of, basis for, or validity of any claim against the Debtors under the Bankruptcy Code or other applicable nonbankruptcy law; (b) a waiver of any party s rights to dispute any claim; (c) an assumption, adoption, or rejection of any agreement, contract, or lease under section 365 of the Bankruptcy Code, other than as set forth herein with regard to the Contracts; (d) an admission as to the validity, enforceability, or perfection of any lien on, security interest in, or other encumbrance on property of the Debtors estates; or (e) a waiver of any claims or causes of action which may exist against any entity 4. Notice of the Motion as provided therein shall be deemed good and sufficient, and the requirements of the Local Rules of the United States Bankruptcy Court for the Southern District of Texas are satisfied by such notice. 5. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062, 9014 or otherwise, the terms and conditions of this Final Order shall be immediately effective and enforceable upon its entry. 6. All time periods set forth in this Final Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 2

11 Case Document Filed in TXSB on 05/27/16 Page 4 of 5 7. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion. 8. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. Dated:, 2016 Corpus Christi, Texas THE HONORABLE DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE 3

12 Case Document Filed in TXSB on 05/27/16 Page 5 of 5 Exhibit 1 Contracts 1 Non-Debtor Party Debtor Date of Contract Cytec Industries Inc. Sherwin Alumina LLC October 1, 2011 Nalco Company Sherwin Alumina LLC January 1, The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory nature of the Contract, or as to the existence or validity of any claims held by any applicable non-debtor party.

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