JURISDICTION AND VENUE

Transcription

1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AR BROADCASTING HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No (BLS) (Joint Administration Pending) DEBTORS' MOTION FOR ORDER AUTHORIZING THE DEBTORS TO FILE (I) CONSOLIDATED LIST OF CREDITORS AND (II) CONSOLIDATED LIST OF DEBTORS' TOP THIRTY (30) CREDITORS The above-captioned debtors and debtors in possession (collectively, the "Debtors"), by and through their undersigned counsel, hereby submit this Motion for Order Authorizing the Debtors to File (i) Consolidated List of Creditors and (ii) Consolidated List of Debtors' Top Thirty (30) Creditors (the "Motion"). In support of the Motion, the Debtors rely on the Declaration of Linda A. Hill In Support of Debtors' Chapter 11 Petitions and First Day Pleadings (the "Hill Declaration"), filed contemporaneously with this Motion, and respectfully state as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and Venue of the above-captioned bankruptcy cases (the "Cases") and this Motion are proper in this District pursuant to 28 U.S.C and This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. The statutory predicates for the relief sought herein are sections 105(a) and 521(a)(1) of the Bankruptcy Code, 28 U.S.C. 156(c), Bankruptcy Rule 1007, and Local Rule (a). 1 The Debtors in these Chapter 11 Cases are: AR Broadcasting Holdings, Inc. [0989], AR Broadcasting, LLC [6353] and AR Licensing, LLC [0743]. The location of the Debtors' corporate headquarters and the service address for all Debtors is: AR Broadcasting Holdings, Inc., 3280 Peachtree Road, Suite 2300, Atlanta, Georgia { W )

2 FACTUAL BACKGROUND 3. On the date hereof (the "Petition Date"), the Debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Court"). 4. The Debtors have continued in the possession of their property and have continued to operate and manage their business as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5. No trustee, examiner or committee has been appointed in any of the Debtors' chapter 11 cases. 6. AR Broadcasting Holdings, Inc. ("AR Holdings") owns all of the equity of AR Broadcasting, LLC ("StickCo") and StickCo owns all the equity of AR Licensing, LLC ("StickCo Licensing"). 7. StickCo currently operate four radio stations: (i) KHJK-FM (formerly KIOL-FM) and KFNC-FM in Houston, TX, and (ii) KMJK-FM and KCHZ-FM in Kansas City, MO-KS (collectively, the "Radio Stations" and individually, each a "Radio Station"). 8. On or about January 27, 2011, the Debtors, their lenders, and Media Parent (as defined in the Prepackaged Plan) entered into that certain Restructuring Support Agreement (as amended, the "Restructuring Support Agreement"). The Restructuring Support Agreement sets forth the terms upon which the Debtors' lenders and Media Parent would support the restructuring of the obligations of Debtor AR Broadcasting, LLC under the prepetition loan documents (the "Restructuring"), which includes both material terms of a plan of reorganization and post-restructuring contractual arrangements with Media Parent governing the management of the Radio Stations. { W } 2

3 9. Pursuant to the Restructuring Support Agreement and in furtherance of the Restructuring, the Debtors prepared the Debtors' Prepackaged Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code, dated October 28, 2011, as the same may be amended from time to time (the "Prepackaged Plan"). On October 28, 2011, the Debtors commenced solicitation of the Prepackaged Plan from holders of Class 2 Prepetition Credit Facility Claim holders, the only impaired class entitled to vote on the Plan. Every member of this class voted to accept the Prepackaged Plan as set forth in the Affidavit of Service and Vote Certification of Michelle M. Dero filed contemporaneously herewith. Further, Media Parent, holder of the Class 6 Holdings Equity Interests, supports the Prepackaged Plan. All allowed unsecured claims will be paid in full under the Prepackaged Plan. 10. A more detailed overview of the company and the reasons for the commencement of these chapter 11 cases is set forth in the Hill Declaration filed contemporaneously herewith and incorporated herein by reference. RELIEF REQUESTED 11. By this Motion, the Debtors respectfully request that this Court enter an order authorizing the Debtors to file (i) a consolidated list of creditors and (ii) a consolidated list of the Debtors' thirty (30) largest non-insider unsecured ereditors. 2 BASIS FOR RELIEF REQUESTED A. Consolidated List of Creditors 12. Local Rule (a) provides that in a voluntary chapter 11 case, the debtor must file "a list containing the name and complete address of each creditor in such format 2 In connection with this request, the Debtors also request authority to submit one declaration under Bankruptcy Rule 1008 verifying the validity of the consolidated list of creditors and one declaration verifying the Consolidated Top 30 List (as defined below). ( W ) 3

4 as directed by the Clerk's Office Procedures." However, the Clerk's Office procedures do not require the Debtors to upload a formatted creditor matrix where the Debtors have more than 200 creditors, as is the case here. 13. The Debtors have identified hundreds of entities to which notice of certain proceedings in these cases must be provided. The Debtors presently maintain various computerized lists of the names and addresses of their respective creditors that are entitled to receive notices and other documents in these Cases. The Debtors believe that the information, as maintained in computer files (or those of their agents), may be consolidated and utilized efficiently to provide interested parties with notices and other similar documents, as contemplated by Local Rule Accordingly, by this Motion, the Debtors seek authority to file the lists on a consolidated basis, identifying their creditors and equity security holders, in the format or formats currently maintained in the ordinary course of the Debtors' businesses. 14. The Debtors believe that filing the lists in the format or formats currently maintained in the ordinary course of the Debtors' business will be sufficient to promptly provide notices to all parties. B. Consolidated Lists of Debtors' Top Thirty (30) Non-Insider Unsecured Creditors 15, Under Bankruptcy Rule 1007(d), a Chapter 11 debtor must file with its voluntary petition a list setting forth the names, addresses, and claim amounts of the creditors. excluding insiders, that hold the thirty (30) largest unsecured claims in the debtor's case (the "Top 30 List"). This Top 30 List is primarily used by the Office of the United States Trustee (the "UST") to evaluate the types and amounts of unsecured claims against the debtor and thus ) VV ) 4

5 identify potential candidates to serve on an official committee of unsecured creditors appointed in the case pursuant to section 1102 of the Bankruptcy Code.' 16. The Debtors submit that a single consolidated list of their combined thirty (30) largest non-insider unsecured creditors in these Cases would be more reflective of the body of unsecured creditors that have the greatest stake in these Cases than separate lists for each of the Debtors. Therefore, the Debtors respectfully request authorization to file a single consolidated list of their thirty (30) largest non-insider unsecured creditors in these Cases (the "Consolidated Top 30 List"). Similar relief has been granted in other chapter 11 cases in this district and in other jurisdictions. See, e.g., In re Summit Business media Holding Company, et al., Case No (JPW) (Bankr. D. Del. January 28, 2011); In re Movie Gallery, Inc. et al., Case No (SSM) (Bankr. E.D. Va. Oct. 18, 2007). NOTICE AND NO PRIOR REQUEST 17. No trustee, examiner or creditors' committee has been appointed in these chapter 11 cases. Notice of this Motion has been given to: (a) the United States Trustee; (b) the Debtors' thirty (30) largest unsecured creditors on a consolidated basis, as identified in their Chapter 11 petitions; (c) counsel to the Media Parent; and (d) counsel to the Prepetition Agent. Notice of this Motion and any order entered hereon will be served in accordance with Local Rule (m). In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is necessary. 3 "The purpose of the separate list of 30 largest creditors required by this provision in the rules is to enable the clerk to identify members and the court to appoint immediately an unsecured creditors' committee in compliance with I I U.S.C. 1102(a)(1)." In re Dandy Doughboy Donuts, Inc., 66 B.R. 457, 458 (Bankr. S.D. Fla. 1986); see also 9 COLLIER ON BANKRUPTCY (Lawrence P. King, et al., eds., 15th ed. 2001) ("[T]he larger [unsecured creditor] list and information about the claims of the creditors on the list enables the United States Trustee to determine the different types of claims existing in order to assure that a fully representative committee is appointed."). { W } 5

6 18. No prior request for the relief sought in this Motion has been made to this or any other Court. WHEREFORE, the Debtors respectfully request that this Court enter an order (i) granting the relief requested herein; and (ii) granting such other and further relief as this Court may deem necessary and proper. Dated: November 17, 2011 Wilmington, Delaware LANDIS RATH & COBB LLP A r- ; G. Landis (No. 3407) William E. Chipman, Jr. (No. 3818) J. Landon Ellis (No. 4852) 919 Market Street, Suite 1800 Wilmington, Delaware Telephone: (302) Facsimile: (302) landis@lrclaw.com chipman@lrclaw.com ellis@lrclaw.com Proposed Counsel to Debtors and Debtors-in-Possession ( W ) 6

7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AR BROADCASTING HOLDINGS, INC., et al., 1 Debtors. Chapter 11 Case No (BLS) (Joint Administration Pending) ORDER AUTHORIZING THE DEBTORS TO FILE (I) CONSOLIDATED LIST OF CREDITORS AND (II) CONSOLIDATED LIST OF DEBTORS' TOP THIRTY (30) CREDITORS Upon the Debtors' Motion for an Order Authorizing the Debtors to File (i) Consolidated List of Creditors and (ii) Consolidated List of Debtors' Top Thirty (30) Creditors (the "Motion"); 2 and upon the Hill Declaration; and it appearing that the relief requested is in the best interests of the Debtors' estates, their creditors and other parties in interest; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that this Motion is a core proceeding pursuant to 28 U.S.C. 157(b); and it appearing that venue of this proceeding and this Motion in this District is proper pursuant to 28 U.S.C and 1409; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and due and proper notice of this Motion having been provided; and after due deliberation and sufficient cause appearing therefor; it is hereby: and it is further ORDERED that the Motion is GRANTED as set forth herein; and it is further ORDERED that the Debtors are authorized to file a consolidated list of creditors; ' The Debtors in these Chapter 11 Cases are: AR Broadcasting Holdings, Inc. [0989], AR Broadcasting, LLC [6353] and AR Licensing, LLC [0743]. The location of the Debtors' corporate headquarters and the service address for all Debtors is: AR Broadcasting Holdings, Inc., 3280 Peachtree Road, Suite 2300, Atlanta, Georgia Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Motion. { W }

8 and it is further ORDERED that the Debtors are authorized to file a Consolidated Top 30 List; ORDERED that the Debtors are authorized to file one declaration under Bankruptcy Rule 1008 in connection with the consolidated list of creditors and the Consolidated Top 30 List; and it is further ORDERED that the Debtors are hereby authorized and empowered to take such actions as may be necessary and appropriate to implement the terms of this Order; and it is further ORDERED that the terms and conditions of this Order shall be immediately effective and enforceable upon its entry; and it is further ORDERED that this Court shall retain jurisdiction with respect to all matters relating to the interpretation or implementation of this Order. Dated: November, 2011 Wilmington, Delaware THE HONORABLE BRENDAN L. SHANNON UNITED STATES BANKRUPTCY JUDGE { W ) 2