Case KJC Doc 1098 Filed 11/20/15 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

Transcription

1 Case KJC Doc 1098 Filed 11/20/15 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CORINTHIAN COLLEGES, INC., et al., 1 Debtors. Chapter 11 Case Nos (KJC), et seq. Hearing Date: December 10, 2015 at 1:00 p.m. Objection Deadline: December 3, 2015 at 4:00 p.m. QUALITY INVESTMENT PROPERTIES SACRAMENTO, LLC S MOTION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503(b)(1)(A) Quality Investment Properties Sacramento, LLC ( QTS ), by and through its undersigned counsel, pursuant to 11 U.S.C. 105(a) and 503(b)(1)(A), respectfully moves the Court to enter an Order allowing QTS a priority administrative expense claim against the Debtors estates in the amount of $31, and directing payment thereof as requested herein. In support of this Motion, QTS respectfully states as follows: INTRODUCTION 1. After the Debtors bankruptcy cases were filed, QTS continued to provide valuable services to the Debtors by providing power, connectivity and safely and securely storing the Debtors servers and related equipment at its Sacramento, California data center. QTS s data centers provide customers with fully-redundant, high-density power and cooling capacities and integrated UPS systems linked by site-wide security and fire protection systems in order to 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Corinthian Colleges, Inc. (7312), Corinthian Schools, Inc. (0525), Rhodes Colleges, Inc. (7311), Florida Metropolitan University, Inc. (7605), Corinthian Property Group, Inc. (2106), Titan Schools, Inc. (3201). Career Choices, Inc. (1425), Sequoia Education, Inc. (5739), ETON Education, Inc. (3608), Ashmead Education, Inc. (9120), MJB Acquisition Corporation (1912), ECAT Acquisition, Inc. (7789), Pegasus Education, Inc. (2336), Grand Rapids Educational Center, Inc. (2031), Rhodes Business Group, Inc. (6709); Everest College Phoenix, Inc. (6173), CDI Education USA, Inc. (0505), SP PE VII-B Heald Holdings Corp. (0115), SD III-B Heald Holdings Corp. (9707), Heald Capital LLC (6164), Heald Real Estate, LLC (4281), Heald Education, LLC (1465), Heald College, LLC (9639), QuickStart Intelligence Corporation (5665) and Socle Education, Inc. (3477). The Debtors corporate headquarters is at 6 Hutton Centre Drive, Suite 400, Santa Ana, California

2 Case KJC Doc 1098 Filed 11/20/15 Page 2 of 7 provide secure, dependable infrastructure. QTS provided those storage and data services pursuant to a Master Space Agreement. Maintaining a secure environment for the Debtors IT equipment and applications is obviously a top priority and QTS benefited the estate and its creditors by providing those services, which resulted in costs that were both actual and necessary for the preservation of the Debtors estates. For these reasons, and others set forth below, QTS respectfully asks the Court to enter an order allowing QTS an administrative expense claim in the amount of $31,306.10, and directing payment in accordance with the terms of the confirmed Plan. JURISDICTION 2. The statutory basis for the relief sought herein is 11 U.S.C. 503(b). The Court has jurisdiction over QTS s Motion pursuant to 28 U.S.C. 157(b) and 1334(b), this is a core proceeding under 28 U.S.C. 157(b)(2), and the Court constitutes the proper venue both for this proceeding and for QTS s Motion pursuant to 28 U.S.C and BACKGROUND 3. On May 4, 2015 (the Petition Date ), Corinthian Colleges, Inc. and its affiliated debtors (collectively, the Debtors ) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors thereafter continued in possession of their respective properties pursuant to sections 1107 and 1108 of the Bankruptcy Code. 4. Both prior to and following the Petition Date, QTS provided power, connectivity and a secure location for the Debtors IT equipment and applications and safely and securely stored the Debtors servers and related equipment at its data center. QTS provided those services pursuant to a Master Space Agreement dated February 4, 2014 (the Agreement, which includes an addendum to the Agreement that is not attached for proprietary reasons), attached hereto as 2

3 Case KJC Doc 1098 Filed 11/20/15 Page 3 of 7 Exhibit A. QTS continued to provide such services during the pendency of the Debtors bankruptcy cases. 5. This Agreement was rejected by the Debtors pursuant to the order dated June 30, 2015 (D.I. 505). While the order provided for rejection nunc pro tunc to June 2, 2015, it did so based on the Debtors assertion that such relief was appropriate because contract counterparties, including QTS will not be unduly prejudiced if the Executory Contracts are rejected nunc pro tunc because the Debtors have advised them of their intent to reject the Executory Contracts. (D.I. 378) QTS, however, was not made aware of the Debtors intent to reject the contract until after the motion to reject was filed on June 9, Accordingly, QTS requests allowance of an administrative expense through and including June 8, QTS continued to provide such services during the pendency of the Debtors bankruptcy cases both before and after the Debtors sought to reject the Agreement. Specifically, in the period following the Petition Date to the date the motion to reject the Agreement was filed, QTS provided $21, worth of services to the Debtors pursuant to the Agreement. See Invoice # SAC-INV06754 dated April 28, 2015 attached hereto as Exhibit B (QTS provided $16, in services from May 5, 2015 through and including May 31, 2015); and Invoice # SAC-INV06865 dated May 27, 2015 attached hereto as Exhibit C (QTS provided $5, in services from June 1 through and including June 8). 7. Additionally, until August 19, 2015, QTS safely and securely stored a considerable amount of the Debtor s servers and related IT equipment. That equipment took up valuable space and resources that QTS could have re-sold to other customers. QTS attempted to contact the Debtors and its Chief Restructuring Officer multiple times to facilitate the removal of the Debtors equipment post-rejection. However, it took considerable time to facilitate its 3

4 Case KJC Doc 1098 Filed 11/20/15 Page 4 of 7 removal and the Debtors equipment was ultimately not removed from QTS s data center until August 19, 2015 more than two months after the Debtors sought to reject the Agreement. During that time period, QTS nevertheless stored the Debtors servers and IT equipment at its data center facility in Sacramento, California, providing an additional $8, worth of services that were both actual and necessary for the preservation of the Debtors estates. See e.g., Exhibit B (per diem value of storage space is $124.00, and QTS continued to store the Debtors equipment from June 9, 2015 through August 19, 2015 (71 days), providing an additional $8, of value to the Debtors estates). 8. Lastly, as the Debtors Chief Restructuring Officer is aware, QTS s representatives assisted the Chief Restructuring Officer s representative with the removal of the equipment on August 19, QTS submits an additional modest administrative expense of $1, is appropriate for the labor and assistance QTS supplied to the Debtors representative in recovering the servers and other IT equipment from QTS s data center. See Invoice # SAC- INV07509 dated August 24, 2015 attached hereto as Exhibit D ($1, for services rendered to facilitate the Debtors equipment removal on August 19). QTS s assistance provided further value to the estate, and QTS believes this modest expense is reasonable under the circumstances. ARGUMENT 9. QTS is entitled to an administrative expense claim in the amount of $31, pursuant to section 503 of the Bankruptcy Code. Section 503 states, in relevant part: (b) After notice and a hearing, there shall be allowed administrative expenses, other than claims allowed under section 502(f) of this title, including 11 U.S.C. 503(b)(1)(A). (1)(A) the actual, necessary costs and expenses of preserving the estate... 4

5 Case KJC Doc 1098 Filed 11/20/15 Page 5 of Administrative expense priority is available to contract parties when the debtor enjoys the benefits of the contract pending assumption or rejection. In re ID Liquidation One, LLC, 503 B.R. 392, 399 (Bankr. D. Del. 2013) (citations omitted). See also In re Goody s Family Clothing Inc., 610 F.3d 812, 817 (3rd Cir. 2010) ( Post-petition obligations are ordinarily given payment priority as administrative expenses so long as such obligations are deemed to be actual, necessary expenses of preserving the estate ). The test to determine whether a party is entitled to allowance of an administrative expense claim pursuant to Section 503(b)(3) is whether the efforts of the applicant resulted in an actual and demonstrable benefit to the debtor s estate and the creditors. See, e.g., In re AM Intern., Inc., 203 B.R. 898, 904 (D. Del. 1996) (citing Lebron v. Mechem Financial, Inc., 27 F.3d 937, 944 (3rd Cir. 1994) (citations omitted)). 11. In instances where a debtor-in-possession elects to continue to receive benefits from the other party to an executory contract pending a decision to reject or assume a contract, the debtor-in-possession is obligated to pay for the reasonable value of those services. NLRB v. Bildisco & Bildisco, 465 U.S. 513, 531 (1984) (noting that the reasonable value of those services often is the amount specified in the applicable contract). See also ID Liquidation One, 503 B.R. at 399 ( Pending assumption or rejection, a debtor must pay the reasonable value of the services received and, there is a presumption that the contract terms and rate represent the reasonable value of the services or goods provided under the contract ). 5

6 Case KJC Doc 1098 Filed 11/20/15 Page 6 of Additionally, QTS is entitled to an administrative expense following the rejection of the Agreement where the Debtors continued to utilize QTS s secure storage space and services, and assisted the Debtors representative with the removal of the substantial servers and related IT equipment. See, e.g., In re DVI, Inc., 308 B.R. 703, 708 (Bankr. D. Del. 2004) (where holdover lessee continued to use premises post-rejection, a benefit has been conferred upon the estate which constitutes an administrative expense under section 503(b) ). It cannot be disputed that the safety and security of the Debtors servers and other IT equipment is an actual, necessary cost and expense and that QTS s services benefited the estate and its creditors by keeping the servers and other IT equipment in a secure and controlled environment until the Debtors chose to retrieve it. QTS is entitled to an administrative expense based on the fair market value of the post-rejection storage as well as the costs of assisting the Debtors representative with the equipment s removal. 13. Based on the foregoing, QTS is entitled to an allowed priority administrative expense claim against the Debtors estate in the amount of $31, WHEREFORE, QTS respectfully requests that this Court enter an order, substantially in the form attached hereto, allowing QTS s Administrative Expense Claim as an administrative 6

7 Case KJC Doc 1098 Filed 11/20/15 Page 7 of 7 expense in the amount of $31, under 503(b) of the Bankruptcy Code, directing payment to QTS pursuant to the terms of the confirmed Plan, and granting such further relief as this Court deems just and proper. Dated: November 20, 2015 Wilmington, Delaware Respectfully submitted, HILLER & ARBAN, LLC /s/ Adam Hiller Adam Hiller (DE No. 4105) Brian Arban (DE No. 4511) 1500 North French Street, 2nd Floor Wilmington, Delaware (302) telephone ahiller@hillerarban.com -and- Edwin H. Caldie, Esquire Amanda K. Schlitz, Esquire Stinson Leonard Street LLP 150 South Fifth Street, Suite 2300 Minneapolis, MN (612) amanda.schlitz@stinson.com Attorneys for Quality Investment Properties Sacramento, LLC 7

8 Case KJC Doc Filed 11/20/15 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CORINTHIAN COLLEGES, INC., et al., 1 Debtors. Chapter 11 Case Nos (KJC), et seq. Hearing Date: December 10, 2015 at 1:00 p.m. Objection Deadline: December 3, 2015 at 4:00 p.m. NOTICE OF MOTION TO: All parties listed on the Certificate of Service. Quality Investment Properties Sacramento, LLC has filed the attached Motion for Allowance and Payment of Administrative Expenses Claim Pursuant to 11 U.S.C. 503(b)(1)(A), which seeks the following relief: Allowance of an administrative expense claim in the amount of $31, You are required to file a response to the Motion on or before December 3, 2015 at 4:00 p.m. At the same time, you must also serve a copy of the response upon the following persons: Adam Hiller, Esquire Brian Arban, Esquire Hiller & Arban, LLC 1500 North French Street, 2nd Floor Wilmington, DE Edwin H. Caldie, Esquire Amanda K. Schlitz, Esquire Stinson Leonard Street LLP 150 South Fifth Street, Suite 2300 Minneapolis, MN PLEASE TAKE FURTHER NOTICE that the movant will present the Motion on December 10, 2015, 1:00 p.m. Eastern Time before the Honorable Kevin J. Carey, United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 5th Floor, Courtroom No. 5, Wilmington, Delaware The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Corinthian Colleges, Inc. (7312), Corinthian Schools, Inc. (0525), Rhodes Colleges, Inc. (7311), Florida Metropolitan University, Inc. (7605), Corinthian Property Group, Inc. (2106), Titan Schools, Inc. (3201). Career Choices, Inc. (1425), Sequoia Education, Inc. (5739), ETON Education, Inc. (3608), Ashmead Education, Inc. (9120), MJB Acquisition Corporation (1912), ECAT Acquisition, Inc. (7789), Pegasus Education, Inc. (2336), Grand Rapids Educational Center, Inc. (2031), Rhodes Business Group, Inc. (6709); Everest College Phoenix, Inc. (6173), CDI Education USA, Inc. (0505), SP PE VII-B Heald Holdings Corp. (0115), SD III-B Heald Holdings Corp. (9707), Heald Capital LLC (6164), Heald Real Estate, LLC (4281), Heald Education, LLC (1465), Heald College, LLC (9639), QuickStart Intelligence Corporation (5665) and Socle Education, Inc. (3477). The Debtors corporate headquarters is at 6 Hutton Centre Drive, Suite 400, Santa Ana, California

9 Case KJC Doc Filed 11/20/15 Page 2 of 2 IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE RELIEF REQUESTED IN THE MOTION MAY BE GRANTED BY THE COURT WITHOUT FURTHER NOTICE OR HEARING. Dated: November 20, 2015 Wilmington, Delaware Respectfully submitted, HILLER & ARBAN, LLC /s/ Adam Hiller Adam Hiller (DE No. 4105) Brian Arban (DE No. 4511) 1500 North French Street, 2nd Floor Wilmington, Delaware (302) telephone ahiller@hillerarban.com -and- Edwin H. Caldie, Esquire Amanda K. Schlitz, Esquire Stinson Leonard Street LLP 150 South Fifth Street, Suite 2300 Minneapolis, MN (612) amanda.schlitz@stinson.com Attorneys for Quality Investment Properties Sacramento, LLC

10 Case KJC Doc Filed 11/20/15 Page 1 of 15 Exhibit A

11 DocuSign Envelope ID: 458F786E AC-A4E5-694C772186A5 Case KJC Doc Filed 11/20/15 Page 2 of 15 02/04/14

12 DocuSign Envelope ID: 458F786E AC-A4E5-694C772186A5 Case KJC Doc Filed 11/20/15 Page 3 of 15

19 Case KJC Doc Filed 11/20/15 Page 10 of 15 Exhibit B

20 Case KJC Doc Filed 11/20/15 Page 11 of 15 Invoice SAC-INV06754 Date 4/28/2015 Page 1 Data Centers Powered by People Bill To: Corinthian Colleges Inc PO Box Santa Ana, CA Please Remit to: Quality Technology Services Sacramento II, LLC. PO Box Cleveland, Ohio Finance Charge % Service Date Terms PO Number 0.00% 05/01/ /31/2015 RECEIPT Work Order # Description Qty Rate Amount CORINCOLL.SAC.01R Space: Cage 05/01/2015 to 05/31/ $ $3, CORINCOLL.SAC.01R Power: 208V 30A Primary 05/01/2015 to 17 $ $10, /31/2015 CORINCOLL.SAC.01R Connectivity: IP Bandwidth 05/01/2015 to 20 $ $ /31/2015 CORINCOLL.SAC.01R Connectivity: Bandwidth Overage 05/01/ $ $0.00 to 05/31/2015 CORINCOLL.SAC.01R Space: Office Space 05/01/2015 to 05/31/ $ $ CORINCOLL.SAC.01R Site Operations: Remote Hands & Eyes 1 $ 0.00 $ /01/2015 to 05/31/2015 CORINCOLL.SAC.01R Connectivity: IP Address 05/01/2015 to 256 $ 1.00 $ /31/2015 CORINCOLL.SAC.01R Holdover Fee 05/01/2015 to 05/31/ $ 15, $3, Account and payment inquiries, please ARDept@qtsdatacenters.com Billing inquiries, please Billing@qtsdatacenters.com Subtotal $18, Sales Tax $0.00 Total $18,751.25

21 Case KJC Doc Filed 11/20/15 Page 12 of 15 Exhibit C

22 Case KJC Doc Filed 11/20/15 Page 13 of 15 Invoice SAC-INV06865 Date 5/27/2015 Page 1 Data Centers Powered by People Bill To: Corinthian Colleges Inc PO Box Santa Ana, CA Please Remit to: Quality Technology Services Sacramento II, LLC. PO Box Cleveland, Ohio Finance Charge % Service Date Terms PO Number 1.50% 06/01/ /30/2015 RECEIPT Work Order # Description Qty Rate Amount CORINCOLL.SAC.01R Space: Cage 06/01/2015 to 06/30/ $ $3, CORINCOLL.SAC.01R Power: 208V 30A Primary 06/01/2015 to 17 $ $10, /30/2015 CORINCOLL.SAC.01R Connectivity: IP Bandwidth 06/01/2015 to 20 $ $ /30/2015 CORINCOLL.SAC.01R Connectivity: Bandwidth Overage 06/01/ $ $0.00 to 06/30/2015 CORINCOLL.SAC.01R Space: Office Space 06/01/2015 to 06/30/ $ $ CORINCOLL.SAC.01R Site Operations: Remote Hands & Eyes 1 $ 0.00 $ /01/2015 to 06/30/2015 CORINCOLL.SAC.01R Connectivity: IP Address 06/01/2015 to 256 $ 1.00 $ /30/2015 CORINCOLL.SAC.01R Holdover Fee 06/01/2015 to 06/30/ $ 15, $3, Account and payment inquiries, please ARDept@qtsdatacenters.com Billing inquiries, please Billing@qtsdatacenters.com Subtotal $18, Sales Tax $0.00 Total $18,751.25

23 Case KJC Doc Filed 11/20/15 Page 14 of 15 Exhibit D

24 Dat a Cent ers Powered by Peopl e Case KJC Doc Filed 11/20/15 Page 15 of 15 Invoice Date Page Invoice SAC-INV /24/ Bill To: Corinthian Colleges Inc PO Box Santa Ana CA Please Remit to: Quality Technology Services Sacramento II, LLC. PO Box Cleveland, Ohio Finance Charge % Service Date Terms PO Number 0.00% 8/24/2015-8/24/2015 RECEIPT Work Order # Description Facilities- Custom One Time charge Qty 4.00 Rate Amount $ $ DCO - Custom One Time charge 7.00 $ $ Security Services Custom - One Time charge 3.00 $ $ Account and payment inquiries, please ARDept@qtsdatacenters.com Billing inquiries, please Billing@qtsdatacenters.com Subtotal Sales Tax Total $1, $0.00 $1,170.00

25 Case KJC Doc Filed 11/20/15 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CORINTHIAN COLLEGES, INC., et al., 1 Debtors. Chapter 11 Case Nos (KJC), et seq. ORDER GRANTING QUALITY INVESTMENT PROPERTIES SACRAMENTO, LLC'S MOTION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503(b)(1)(A) UPON CONSIDERATION OF the Motion for Allowance and Payment of Administrative Expense Claim (the Motion ) filed by Quality Investment Properties Sacramento, LLC ( QTS ) pursuant to 11 U.S.C. 105(a) and 503(b)(1)(A); the Court having considered the Motion, the record in this case and the arguments presented at any hearing conducted in connection with the Motion; the Court finds that (a) any responses to the Motion have either been withdrawn or are hereby denied on the merits; (b) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (c) this is a core proceeding pursuant to 28 U.S.C. 157(b); (d) the Court may enter a final order consistent with Article III of the United States Constitution; (e) venue of this Motion is proper pursuant to 28 U.S.C and 1409; (f) notice of the Motion was sufficient under the circumstances and no other or further notice 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Corinthian Colleges, Inc. (7312), Corinthian Schools, Inc. (0525), Rhodes Colleges, Inc. (7311), Florida Metropolitan University, Inc. (7605), Corinthian Property Group, Inc. (2106), Titan Schools, Inc. (3201). Career Choices, Inc. (1425), Sequoia Education, Inc. (5739), ETON Education, Inc. (3608), Ashmead Education, Inc. (9120), MJB Acquisition Corporation (1912), ECAT Acquisition, Inc. (7789), Pegasus Education, Inc. (2336), Grand Rapids Educational Center, Inc. (2031), Rhodes Business Group, Inc. (6709); Everest College Phoenix, Inc. (6173), CDI Education USA, Inc. (0505), SP PE VII-B Heald Holdings Corp. (0115), SD III-B Heald Holdings Corp. (9707), Heald Capital LLC (6164), Heald Real Estate, LLC (4281), Heald Education, LLC (1465), Heald College, LLC (9639), QuickStart Intelligence Corporation (5665) and Socle Education, Inc. (3477). The Debtors corporate headquarters is at 6 Hutton Centre Drive, Suite 400, Santa Ana, California

26 Case KJC Doc Filed 11/20/15 Page 2 of 2 need to be given; and (g) the legal and factual bases set forth in the Motion establish cause for the relief granted herein. Therefore, it is HEREBY ORDERED as follows: 1. The Motion is GRANTED. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Motion. 2. QTS is determined to hold an allowed priority administrative claim against the Debtors estates in the amount of $31, ( Allowed Administrative Claim ). 3. The Debtors shall satisfy the Allowed Administrative Claim no later than the date on which payment of other allowed administrative claims is made in these Chapter 11 cases. 4. This Court shall retain jurisdiction to interpret and/or enforce this Order to the extent necessary or appropriate. Dated:, 2015 THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE 2

27 Case KJC Doc Filed 11/20/15 Page 1 of 1 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on November 20, 2015, I caused a true and correct copy of the foregoing Motion for Allowance and Payment of Administrative Expenses to be served, via firstclass mail, postage prepaid, upon the parties listed on the attached matrix. Dated: November 20, 2015 /s/ Adam Hiller Wilmington, Delaware Adam Hiller (DE No. 4105) HILLER & ARBAN, LLC 1500 North French Street, 2nd Floor Wilmington, Delaware (302) telephone Attorneys for Quality Investment Properties Sacramento, LLC

28 Case KJC Doc Filed 11/20/15 Page 1 of 1 Mark D. Collins, Esq. Michael J. Merchant, Esq. Marisa A. Terranova, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 N. King Street Wilmington, Delaware Bennett S. Silverberg, Esq. Brown Rudnick LLP Seven Times Square New York, NY Frederick Rosner, Esq. The Rosner Law Group LLC 824 N Market Street, Suite 810 Wilmington, DE Rust Consulting/Omni Bankruptcy 5955 DeSoto Avenue Suite 100 Woodland Hills, CA Timothy Jay Fox, Jr., Esq. Office of the United States Trustee U.S. Department of Justice 844 King Street, Suite 2207 Lockbox #35 Wilmington, DE Richard L. Schepacarter, Esq. Office of the United States Trustee U. S. Department of Justice 844 King Street, Suite 2207 Lockbox #35 Wilmington, DE Chistopher A. Ward, Esq. Polsinelli PC 222 Delaware Ave, Suite 1101 Wilmington, DE Scott F. Gautier, Esq Robins Kaplan LLP 2049 Century Park East, Suite 3400 Los Angeles, CA 90067