Case 14-11952 Doc 551 Filed 06/10/16 Page 1 of 7

In re: * * * * * *

The following is the report of payments made pursuant to the Plan, confirmed by this Court on December 8, 2014.

TOTAL DISTRIBUTION (11,749,009.19)$

PERCENTAGE OF CLAIMS PAID OR PROPOSED TO BE PAID TO THEGENERAL CLASS OF UNSECURED CREDITORS WITHIN THE PLAN 18.66%

A. Gross Cash Receipt 14,154,565.62

Paid Proposed Total

B. Priority Payments of Expenses ofAdministration Other Than OperatingExpenses:

1. Trustee’s commission (if any) - - -

2. Fee and expenses, Trustee’s counsel - - -

C. Other Professional Fees and Expenses:

1. Fees and expenses, Accountants (149,582.62) (41,021.31) (190,603.93)

2. Fees and expenses, Auctioneers and Appraisers - - -

3. Fees and expenses, Attorneys for Debtor (1,330,338.21) (180,175.57) (1,510,513.78)

4. Other professional fees (specify) (597,304.58) (31,523.56) (628,828.14)

5. Taxes, fines, penalties, etc. - (8,900.00) (8,900.00)

6. Other expenses of administration (mustbe itemized: includes bond premiums,settlement costs, other expenses) (60,210.58) (6,500.00) (66,710.58)

7. Total (2,405,556.43)

Reorganized Debtor. (Chapter 11)

* * * * * * * * * * * * * * * * * * * * * * * * * * * *

CHAPTER 11 FINAL REPORT AND MOTION FOR FINAL DECREE

UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF MARYLAND

(Baltimore Division)

Case No. 14-11952-DERCapital Trust Holdings, Inc.(f/k/a First Mariner Bancorp),

Case 14-11952 Doc 551 Filed 06/10/16 of 7

D. Payment to creditors: (totals under eachcategory sufficient)

1. Payments to secured creditors - - -

2. Payments to priority creditors (88,000.00) - (88,000.00)

3. Payments to unsecured creditors (10,811,009.19) (850,000.00) (11,661,009.19)

4. Payments to equity security holders - - -

E. Other payments: (including surpluspayments to debtor) - - -

F. TOTAL DISTRIBUTION (11,749,009.19)

2

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3 KE 36377372.16

The Responsible Person hereby avers that all provisions of the Plan have been substantially consummated. Wherefore, the Responsible Person, having fully administered this estate, prays for entry of a Final Decree.

DATE: June 10, 2016

/s/ Brad Weiland

Brad Weiland, Esquire (admitted pro hac vice) David R. Seligman, P.C., Esquire (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected]

[email protected]

Co-Counsel to the Responsible Person

-and-

Joel I. Sher, Bar No. 00719 Daniel J. Zeller, Bar No. 28107 SHAPIRO SHER GUINOT & SANDLER 250 W. Pratt Street, Suite 2000 Baltimore, MD 21201 (410) [email protected]@shapirosher.com

Co-Counsel for the Responsible Person

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CERTIFICATE OF SERVICE

I HEREBY CERTIFY on this 10th day of June, 2016, copies of the foregoing were served

on the parties listed by first-class mail, unless said party is a registered CM/ECF participant and the

Notice of Electronic Filing indicates that Notice was electronically mailed to said party and by first-

class mail, postage prepaid, on the attached Service List.

Robert T. Schmidt, Esquire Yekaterina Chernyak, Esquire KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 AVENUE OF THE AMERICAS NEW YORK, NY 10036

James A. Vidmar, Jr., Esquire YUMKAS, VIDMAR, SWEENEY & MULRENIN, LLC 10211 Wincopin Circle, Suite 500 Columbia, MD 21044

Counsel to Reorganized Debtor

Edward P. Zujkowski, Esquire Thomas Angelo Pitta, Esquire EMMET MARVIN & MARTIN LLP 120 Broadway New York, New York 10271 Counsel for Bank of New York Mellon, Indenture Trustee

Andrew I. Silfen, Esquire Jeffrey Neil Rothleder, Esquire ARENT FOX LLP ARENT FOX LLP 1675 Broadway 1717 K Street, N.W. New York, New York 10019 Washington, D.C. 20036 Counsel for Wilmington Trust Company, Indenture Trustee

Eric Schaffer, Esquire Jared Roach, Esquire REED SMITH LLP 225 Fifth Avenue Pittsburgh, Pennsylvania 15222 Counsel for Wells Fargo Bank, N,A., Indenture Trustee

Gerard R. Vetter, Esquire Edmund A. Goldberg, Esquire OFFICE OF THE UNITED STATES TRUSTEE 101 W. Lombard St., Ste. 2625 Baltimore, MD 21201

/s/ Daniel J. Zeller Daniel J. Zeller

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SERVICE LIST

First Mariner Bank Attn: Joseph F. Howard Sr. Vice President, General Counsel 1501 South Clinton Street Baltimore, Maryland 21224

The Bank of New York, Trustee f/b/o Mariner Capital Trustee II Attn: Corporate Trust Administration 200 White Clay Center Drive White Clay Center, Route 273 Newark, Delaware 19711

Wells Fargo Bank, NA, Trustee f/b/o Mariner Capital Trust III Attn: Corporate Trust Administration 919 Market Street, Suite 700 Wilmington, Delaware 19801

The Bank of New York, Trustee f/b/o Mariner Capital Trustee IV Attn: Corporate Trust Administration 200 White Clay Center Drive White Clay Center, Route 273 Newark, Delaware 19711

Wells Fargo Bank, NA, Trustee f/b/o Mariner Capital Trust VI Attn: Corporate Trust Administration 919 Market Street, Suite 700 Wilmington, Delaware 19801

Wilmington Trust Company, Trustee f/b/o Mariner Capital Trust V Attn: Corporate Trust Administration Rodney Square N 1100 N. Market Street Wilmington, Delaware 19890

Wilmington Trust Company, Trustee f/b/o Mariner Capital Trust VII Attn: Corporate Trust Administration Rodney Square N 1100 N. Market Street Wilmington, Delaware 19890

Internal Revenue Service P.O. Box 7346 Philadelphia, PA 19101

IRS Special Procedures, Insolvency Unit 31 Hopkins Plaza, Room 1150 Baltimore, Maryland 21201

Federal Deposit Insurance Corp. Attn: Julie Howland 350 Fifth Avenue New York, NY 10118

Federal Reserve Bank of Richmond Attn: Richard Gilbert 701 East Byrd Street Richmond, VA 23219

Comptroller of Maryland Compliance Division 110 Carroll Street Annapolis, Maryland 21411

Arent Fox LLP Attention: Andrew I. Silfen 1675 Broadway New York, New York 10019

Arent Fox LLP Attention: Jeffrey N. Rothleder 1717 K Street, N.W. Washington, D.C. 20036

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Cadwalader Wickersham & Taft LLP Attention: Andrew Lom One World Financial Center New York, New York 10281

Cohen & Company Financial Mgmt LLC Attention: Peter Addai, as Manager for Alesco Preferred Funding I, L Cira Centre, 2929 Arch Street, 17th Fl. Philadelphia, Pennsylvania 19104

Commission of Financial Regulation Attn: Mark Kaufman, Commissioner 500 North Calvert Street, Suite 401 Baltimore, Maryland 21202

Covington & Burling LLP Attention: Michael P. Reed 1201 Pennsylvania Avenue, NW Washington, D.C. 20004

Emmet, Marvin & Martin, LLP Attention: Edward Zujkowski and Thomas Pitta 120 Broadway 32nd Floor New York, New York 10271

Eton Park Capital Management L.P 399 Park Avenue, 10th Floor New York, New York 10022

Lawrence J. Yumkas, Esquire Counsel for Debtor Yumkas, Vidmar & Sweeney, LLC 10211 Wincopin Circle, Suite 500 Columbia, Maryland 21044

Gary R. Bronstein, Esquire Joel Rappoport, Esquire Kilpatrick Townsend & Stockton LLP 607 14th Street, NW Suite 900 Washington, D.C. 20005-2018

David R. Seligman, Esquire Jeffrey Gettleman, Esquire Kirkland & Ellis LLP 300 North LaSalle Chicago, Illinois 60654

Reed Smith LLP Attention: Eric Schaffer/Jared Roach 225 Fifth Avenue Pittsburgh, Pennsylvania 15222

Sandler O’Neill & Partners LP Attention: Edward S. Stein 1251 Avenue of the Americas, 6th Floor New York, New York 10020

Skadden Arps Attention: Brian D. Christiansen 1440 New York Avenue, N.W. Washington, D.C. 20005

Trapeza CDO II, LLC Attention: Carolyn Thagard 441 Vine Street, Suite 1300 Cincinnati, Ohio 45202

Wachtell, Lipton, Rosen & Katz Attention: Richard K. Kim 51 West 52nd Street New York, New York 10019

Robert T. Schmidt, Esquire Yekaterina Chernyak, Esquire Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036

Jan I. Berlage, Esquire Gohn, Hankey & Stichel, LLP 201 North Charles Street, Suite 2101 Baltimore, Maryland 21201

Edmund A. Goldberg, Esquire Office of U.S. Trustee 101 West Lombard Street, Suite 2625 Baltimore, Maryland 21201

Thomas Angelo Pitta, Esquire Emmet Marvin & Martin LLP 120 Broadway New York, New York 10271

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Jeffrey Neil Rothleder, Esquire Arent Fox LLP 1717 K Street NW Washington, D.C. 20036

Martin H. Schreiber, II, Esquire Law Office of Martin H Schreiber II, LLC 3600 Clipper Mill Road, Suite 201 Baltimore, Maryland 21211

Dennis J. Shaffer, Esquire Whiteford Taylor Preston, LLP 7 Saint Paul Street Baltimore, Maryland 21202-1636

Richard Wasserman, Esquire Venable LLP 750 East Pratt Street, Suite 900 Baltimore, Maryland 21202

Andrew M. Weiner, Esquire Reed Smith LLP 1301 K Street NW Suite 1100 - East Tower Washington, D.C. 20005

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KE 36377372.16

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND


In re: * Capital Trust Holdings, Inc. (f/k/a First Mariner Bancorp), * Case No. 14-11952-DER

Reorganized Debtor. * (Chapter 11)

* * * * * * * * * * * * *

MEMORANDUM IN SUPPORT OF CHAPTER 11 FINAL REPORT AND MOTION FOR FINAL DECREE

Kenneth L. Tepper, in his capacity as the Responsible Person1 for the estate of Capital

Trust Holdings, Inc. (f/k/a First Mariner Bancorp) (the “Reorganized Debtor, and before the

Effective Date, the “Debtor”), files this memorandum in support of his motion (the “Motion”)

seeking entry of a final decree (the “Final Decree”), substantially in the form attached hereto as

Exhibit A, closing the above-captioned chapter 11 case (the “Chapter 11 Case”). In support of

the Motion, the Responsible Person respectfully states as follows:

INTRODUCTION

Since his appointment as of the Effective Date, the Responsible Person has worked with

the Reorganized Debtor’s professionals and other stakeholders to expeditiously and efficiently

resolve open claims and other matters in the Chapter 11 Case. Over the past 16 months, the

Responsible Person has successfully resolved—consensually where possible and through court

order where required2—all material open points in the Chapter 11 Case and now stands ready,

pending entry of the Final Decree, to make a final distribution to creditors. All told, distributions

1 Capitalized terms not defined herein shall have the meaning ascribed to them in the Second Amended Chapter 11 Plan of Liquidation of Capital Trust Holdings, Inc. (f/k/a First Mariner Bancorp) (the “Plan”) [Docket No. 390].

2 The Responsible Person filed and prosecuted 3 omnibus claims objections to resolve approximately 38 claims. See Docket Nos. [424, 426, and 427].

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2 KE 36377372.16

to creditors in the Chapter 11 Case will approach nearly $12 million in cash, more than double

the initial stalking horse bid for the Debtor’s sole asset: all of the shares of First Mariner Bank.

With the affairs of the Reorganized Debtor’s estate substantially complete, now is the

time to bring the Chapter 11 Case to an end. The Responsible Person has concluded his work

resolving the estate and is ready to make a final distribution to creditors.

JURISDICTION

1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334, and Article X.P of the Plan. This matter is a core proceeding pursuant to 28 U.S.C. § 157.

2. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory bases for the relief requested herein are section 350 of title 11 of the

United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Rule 3022 of the Federal

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 3022-1 of the Local Rules of

the United States Bankruptcy Court for the District of Maryland (the “Local Rules”).

RELIEF REQUESTED

4. The Reorganized Debtor respectfully requests that the Court enter the Final

Decree, substantially in the form attached hereto as Exhibit A, closing the Chapter 11 Case.

BACKGROUND

5. On February 10, 2014, the Debtor filed a voluntary petition for relief under

chapter 11 of the Bankruptcy Code. During the pendency of this case prior to confirmation,

the Debtor operated its business and managed its property as debtor in possession

pursuant to section 1107(a) and 1108 of the Bankruptcy Code. No party-in-interest

requested the appointment of a trustee or examiner in the Chapter 11 Case.


3 KE 36377372.16

6. On February 12, 2014, the United States Trustee for Region Four

(the “U.S. Trustee”) appointed the Official Committee of Unsecured Creditors of First Mariner

Bancorp (the “Committee”) pursuant to section 1102 of the Bankruptcy Code [Docket No. 31].

The Committee consisted of: (a) Eton Park Capital Management L.P. as Manager of

Sparrow Creek I, LLC, Sparrow Creek II, LLC, Sparrow Creek III, LLC, and Sparrow Creek

IV, LLC; (b) Trapeza Capital Management, LLC as Collateral Manager for Trapeza CDO II,

LLC.; and (c) Cohen & Company Financial Management, LLC as Manager for Alesco Preferred

Funding I, Ltd.

7. On April 20, 2014 the Court approved the Debtor’s sale of its primary asset, First

Mariner Bank, pursuant to section 363 of the Bankruptcy Code [Docket No. 189].

8. Approximately eight months later, on December 8, 2014, the Debtor filed the

Plan, on December 8, 2014, the Court entered an order confirming the Plan [Docket No. 393],

and on December 9, 2014, the Plan became effective (the “Effective Date”). Upon the Effective

Date, the Debtor was dissolved and the Equity Interests in the Debtor were cancelled and

terminated. The Debtor’s interests and rights in any property (including the proceeds of the sale

of First Mariner Bank) remained in the estate and were vested in the Reorganized Debtor. As set

forth in Article V.C of the Plan, the Plan Oversight Committee was appointed to oversee the

activities of the Reorganized Debtor, and the Responsible Person was appointed to perform

various duties and obligations as set forth in Article V.C of the Plan.

9. More specifically, under the Plan, the Responsible Person was appointed to

liquidate any remaining assets of the Reorganized Debtor and to make all distributions

contemplated under the Plan. Since his appointment, the Responsible Person has taken steps to


4 KE 36377372.16

resolve outstanding claims against the Reorganized Debtor through consensual means where

possible and by objections where necessary.

10. Over the past year, the Responsible Person has also investigated and reviewed

potential causes of action the Reorganized Debtor’s estate may have against third-parties,

including certain of the Debtor’s former directors and officers, necessitating the periodic

extension of the Reorganized Debtor’s ability to object to claims filed by such individuals. [See

Docket Nos. 457, 496, 527, 533, 537, 542, and 549.] After due inquiry, however, the

Responsible Person has determined not to pursue claims against the D&O Claimants3 and not to

object to the D&O Claimants’ claims (the “D&O Claims”) so as to preserve the rights of the

D&O Claimants with respect to insurance for the Debtor’s directors and officers pursuant to

Article XII.B of the Plan (“D&O Insurance”). The Responsible Person believes this presents the

most cost-efficient and expeditious resolution of the D&O Claims, as objecting to the D&O

Claims will incur additional litigation expenses with no hope of enhancing recoveries to the

Reorganized Debtor’s stakeholders. Accordingly, the Proposed Final Decree contemplates that

all rights of the D&O Claimants with respect to D&O Insurance will remain in full force and

effect and shall be fully preserved upon the closing of the Chapter 11 Case. Preservation of the

D&O Claimants’ subrogation rights and allowing the D&O Claimants’ contingent claims will

not prejudice the estate, nor will it impose any further liability on the estate because the Debtor’s

indemnification obligations are covered by the D&O Insurance.

3 “D&O Claimants” means Claimants Anirban Basu (Proof of Claim No. 21); Barry B. Bondroff (Proof of Claim

No. 22); John Brown, III (Proof of Claim No. 23); Robert L. Caret (Proof of Claim No. 24); Joseph Cicero (Proof of Claim No. 25); Gregory A. Devou (Proof of Claim No. 26); Mark Keidel (Proof of Claim No. 27); George H. Mantakos (Proof of Claim No. 28); John J. Oliver Jr. (Proof of Claim No. 29); Patricia L. Schmoke (Proof of Claim No. 30); Paul Susie (Proof of Claim No. 31); Hector Torres (Proof of Claim No. 32); John McDaniel (Proof of Claim No. 34); and Edwin F. Hale Sr. (Proof of Claim No. 35), and the estate of Michael R. Watson (Proof of Claim No. 33).


5 KE 36377372.16

11. As of the date of this Motion, all motions, contested matters, and adversary

proceedings in the Chapter 11 Case have been finally resolved, and all distributions to creditors

under the Plan have been completed or will be made shortly.4 Additionally, all applicable fees to

date, including U.S. Trustee fees, have been satisfied.5 Thus, there are no further actions to be

taken under the Plan or that require the Chapter 11 Case to remain open. Filed

contemporaneously herewith is the Responsible Person’s Chapter 11 Final Report And Motion

for Final Decree, in satisfaction of Local Rule 3022-1(c), which also includes his certification of

full administration in satisfaction of Local Rule 3022-1(b).

12. In light of the foregoing, the Reorganized Debtor submits that the Estate has been

substantially consummated and respectfully requests that the Chapter 11 Case be closed and the

Final Decree entered. The proposed Final Decree will relieve the Court, the U.S. Trustee, and

the Reorganized Debtor of the administrative burdens related to the Chapter 11 Case, and will

allow the Reorganized Debtor to avoid incurring further quarterly fees under 28 U.S.C. § 1930.

BASIS FOR RELIEF

13. Section 350(a) of the Bankruptcy Code provides that “[a]fter an estate is fully

administered and the court has discharged the trustee, the court shall close the case.”

11 U.S.C. § 350(a). Bankruptcy Rule 3022, which implements section 350 of the Bankruptcy

Code, further provides that “[a]fter an estate is fully administered in a chapter 11 reorganization

case, the court, on its own motion or on motion of a party in interest, shall enter a final decree

closing the case.” Fed. R. Bankr. P. 3022.

4 The Responsible Person will make a final distribution to creditors as soon as reasonable practicable after entry

of the Final Decree.

5 The U.S. Trustee will receive a check for any final outstanding fees at the time of the hearing on the Motion.


6 KE 36377372.16

14. The term “fully administered” is not defined by either the Bankruptcy Code or the

Bankruptcy Rules. Pursuant to Local Rule 3022-1(a), however, “A Chapter 11 plan will be

deemed fully administered under Federal Bankruptcy Rule 3022:

(1) after the completion of the following: (A) six (6) months have elapsed after the entry of a final

order of confirmation that has become nonappealable;

(B) the deposits required by the plan have been distributed;

(C) the property proposed by the plan to be transferred has been transferred;

(D) the debtor or the successor of the debtor under the plan has assumed the business or the management of the property dealt with by the plan;

(E) payments under the plan have commenced; and

(F) all motions, contested matters, and adversary proceedings have been finally resolved[.]”

15. The Reorganized Debtor’s estate has been fully administered in the Chapter 11

Case, making it appropriate for the Court to enter the Final Decree. The Confirmation Order

became final and non-appealable approximately 16 months ago, all deposits or property

proposed to be distributed or transferred by the Plan have been distributed or transferred, and the

Responsible Person has assumed control and has distributed substantially all of the remaining

assets of the Reorganized Debtor.6 Payments on account of the plan have commenced, all

motions, contested matters, and adversary proceedings filed in the Chapter 11 Case have been

finally resolved, and with the entry of the Final Decree, the Responsible Person will make a final

6 All distributions by the Responsible Person are included in the Final Report filed contemporaneously herewith.

As noted previously, the Reorganized Debtor shall make a final distribution as soon as reasonably practicable after entry of the Final Decree.


7 KE 36377372.16

distribution from the Reorganized Debtor’s estate and take steps to wind down the Reorganized

Debtor.

16. The preservation of rights to the D&O Insurance policies by the D&O Claimants

does not prevent the the Court from entering a final decree closing the case. The 1991 Advisory

Committee Notes accompanying Federal Bankruptcy Rule 3022 clarify that “[t]he court should

not keep the case open only because of the possibility that the court's jurisdiction may be

invoked in the future.” Fed. R. Bankr. P. 3022 Advisory Committee Notes; cited in In re Gould,

437 B.R. 34, 37 (Bankr. D. Conn. 2010). The Editors’ Comment to Rule 3022 further provides

that Rule 3022 permits “the court to determine that an estate is fully administered and should be

closed even though payments or other activities involving the debtor and its creditors might

continue.” Fed. R. Bankr. P. 3022 ed. cmt.; cited in Gould, 537 B.R. at 37–38. The Gould court

specifically referred to the entry of a final decree as “essentially an administrative task”

concluding the case for record keeping purposes which delineates on the docket that the case is

closed. See Gould, 437 B.R. at 38; citing In re Kliegl Bros. Universal Elec. Stage Lighting Co.,

Inc., 238 B.R. 531, 541 (Bankr. E.D.N.Y. 1999); In re Fibermark, Inc., 369 B.R. 761, 767

(Bankr. D. Vt. 2007). Accordingly, since the preservation of the D&O Claimants’ rights with

respect to the D&O Insurance does not prevent the Court from issuing a final decree, and the

Reorganized Debtor’s estate has met all requirements of Bankruptcy Rule 3022 and Local Rule

3022-1, the Responsible Person submits that the Reorganized Debtor’s Estate has been fully

administered within the meaning of section 350(a) of the Bankruptcy Code.

17. Therefore, the Responsible Person respectfully requests that this Court enter the

Final Decree closing the Chapter 11 Case.


8 KE 36377372.16

NOTICE

18. Pursuant to Local Bankruptcy Rule 3022-1, the Responsible Person has provided

notice of this Motion to: (a) the Office of the U.S. Trustee; (b) the twenty largest unsecured

creditors; and (c) any persons who have filed a request for notice in the Chapter 11 Case

pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the Responsible

Person respectfully submits that no other or further notice is necessary.

NO PRIOR REQUEST

19. No prior motion for the relief requested herein has been made to this or any other

court.

[Remainder of Page Intentionally Left Blank]


9 KE 36377372.16

For the foregoing reasons, the Reorganized Debtor respectfully requests that the Court

(a) enter a Final Decree, substantially in the form attached hereto as Exhibit A, closing the

Chapter 11 Case, and (b) grant such other and further relief as the Court deems just and

equitable.

Brad Weiland, Esquire (admitted pro hac vice) David R. Seligman, P.C., Esquire (admitted pro hac vice) KIRKLAND & ELLIS LLP

300 North LaSalle Chicago, Illinois 60654

Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected]

[email protected] Co-Counsel to the Responsible Person

-and-

Joel I. Sher, Bar No. 00719

Daniel J. Zeller, Bar No. 28107 SHAPIRO SHER GUINOT & SANDLER

250 W. Pratt Street, Suite 2000 Baltimore, MD 21201 (410) 385-202

[email protected] [email protected]

Co-Counsel to the Responsible Person

Dated: June 10, 2016 Respectfully Submitted, /s/ Brad Weiland


KE 36377372.16

Exhibit A

Proposed Final Decree


KE 36377372.16





* * * * * * * * * * * * *

FINAL DECREE CLOSING THE CHAPTER 11 CASE

Upon the Motion1 of the Responsible Person for the entry of a Final Decree closing the

above-captioned bankruptcy case; and the Court having found that the Court has jurisdiction

over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and the Court having found that this is a

core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of this

proceeding and the Motion in this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and

the Court having found that the Reorganized Debtor’s estate has been fully administered within

the meaning of section 350 of the Bankruptcy Code; and the Reorganized Debtor having

provided appropriate notice under the circumstances of the Motion and the opportunity for a

hearing on the Motion, and that no other or further notice is required; and after due deliberation

and sufficient cause appearing therefore, it is HEREBY ORDERED AND DECREED:

1 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.


KE 36377372.16

1. The above-captioned bankruptcy case shall be closed as provided in section 350

of the Bankruptcy Code and Bankruptcy Rule 3022, effective as of the date this Final Decree is

entered.

2. The Clerk of the Court shall enter this Final Decree on the docket of the Chapter

11 Case and such docket thereafter shall be marked as closed.

3. This Final Decree is without prejudice to the rights of the Reorganized Debtor or

any other party in interest to seek to reopen the Chapter 11 Case for good cause shown.

4. The Reorganized Debtor is authorized to take all actions necessary to effectuate

the relief granted pursuant to this Final Decree in accordance with the Motion.

5. Notwithstanding anything herein to the contrary, all rights of the D&O Claimants

with respect to D&O Insurance are preserved in full and nothing herein shall be construed to

adversely affect the subrogation rights of the D&O Claimants with respect to the D&O

Insurance. For the avoidance of doubt, preservation of the D&O Claimants’ subrogation rights

shall not impose any further liability on the estate.

6. Notwithstanding Bankruptcy Rules 6004(h), 7062, or 9014, the terms and

conditions of this Final Decree shall be immediately effective and enforceable upon its entry.

7. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Final Decree.

END OF ORDER


KE 36377372.16





* * * * * * * * * * * * *

FINAL DECREE CLOSING THE CHAPTER 11 CASE

Upon the Motion1 of the Responsible Person for the entry of a Final Decree closing the

above-captioned bankruptcy case; and the Court having found that the Court has jurisdiction

over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and the Court having found that this is a

core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of this

proceeding and the Motion in this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and

the Court having found that the Reorganized Debtor’s estate has been fully administered within

the meaning of section 350 of the Bankruptcy Code; and the Reorganized Debtor having

provided appropriate notice under the circumstances of the Motion and the opportunity for a

hearing on the Motion, and that no other or further notice is required; and after due deliberation

and sufficient cause appearing therefore, it is HEREBY ORDERED AND DECREED:

1 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.


KE 36377372.16

1. The above-captioned bankruptcy case shall be closed as provided in section 350

of the Bankruptcy Code and Bankruptcy Rule 3022, effective as of the date this Final Decree is

entered.

2. The Clerk of the Court shall enter this Final Decree on the docket of the Chapter

11 Case and such docket thereafter shall be marked as closed.

3. This Final Decree is without prejudice to the rights of the Reorganized Debtor or

any other party in interest to seek to reopen the Chapter 11 Case for good cause shown.

4. The Reorganized Debtor is authorized to take all actions necessary to effectuate

the relief granted pursuant to this Final Decree in accordance with the Motion.

5. Notwithstanding anything herein to the contrary, all rights of the D&O Claimants

with respect to D&O Insurance are preserved in full and nothing herein shall be construed to

adversely affect the subrogation rights of the D&O Claimants with respect to the D&O

Insurance. For the avoidance of doubt, preservation of the D&O Claimants’ subrogation rights

shall not impose any further liability on the estate.

6. Notwithstanding Bankruptcy Rules 6004(h), 7062, or 9014, the terms and

conditions of this Final Decree shall be immediately effective and enforceable upon its entry.

7. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Final Decree.

END OF ORDER


Case 14-11952 Doc 551 Filed 06/10/16 Page 1 of 7

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