Case 20-43597 Doc 1228 Filed 11/10/20 Entered 11/10/20 08 ...

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1 IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MISSOURI 2 In Re: ) Case No. 20-43597 3 ) St. Louis, Missouri BRIGGS & STRATTON CORPORATION, ) 4 ET AL., ) ) November 9, 2020 5 Debtors. ) 9:56 AM ) 6 _______________________________ ) 7 8 TRANSCRIPT OF HEARING RE: 1) MOTION OF DEBTORS PURSUANT TO 11 U.S.C. SECTION 1121(D) TO 9 EXTEND EXCLUSIVE PERIODS [DOCKET NO. 1151]. 2) MOTION OF DEBTORS FOR ORDER (I) AUTHORIZING USE, SALE, OR10 LEASE OF CERTAIN PROPERTY OF THE ESTATE, (II) ESTABLISHING PROCEDURES FOR DE MINIMIS ASSET SALES, AND (III) GRANTING11 RELATED RELIEF [DOCKET NO. 1124]. 3) MOTION OF DEBTORS FOR ENTRY OF ORDER (I) APPROVING12 DISCLOSURE STATEMENT; (II) ESTABLISHING NOTICE AND OBJECTION PROCEDURES FOR CONFIRMATION OF PLAN; (III) APPROVING13 SOLICITATION PACKAGES AND PROCEDURES FOR DISTRIBUTION THEREOF; (IV) APPROVING FORM OF BALLOTS AND ESTABLISHING PROCEDURES FOR14 VOTING ON PLAN; AND (V) GRANTING RELATED RELIEF [DOCKET NO. 1070].15 BEFORE THE HONORABLE BARRY S. SCHERMER UNITED STATES BANKRUPTCY COURT16 17 ECRO Jennifer Haven18 19 20 21 Transcription Services: eScribers, LLC22 7227 N. 16th Avenue Suite #20723 Phoenix, AZ 85020 (973) 406-225024 PROCEEDINGS RECORDED BY ELECTRONIC SOUND RECORDING.25 TRANSCRIPT PRODUCED BY TRANSCRIPTION SERVICE

Case 20-43597 Doc 1228 Filed 11/10/20 Entered 11/10/20 08:26:17 Main DocumentPg 1 of 45

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1 APPEARANCES: 2 For the Debtors: THOMAS H. RISKE, ESQ. ROBERT E. EGGMANN, ESQ. 3 CHRISTOPHER J. LAWHORN, ESQ. (Telephonically) 4 CARMODY MACDONALD P.C. 120 South Central Avenue 5 Suite 1800 St. Louis, MO 63105 6 DEBORA A. HOEHNE, ESQ. 7 (Telephonically) ELI BLECHMAN, ESQ. 8 (Telephonically) JANIEL MYERS, ESQ. 9 (Telephonically) WEIL, GOTSHAL & MANGES LLP10 767 Fifth Avenue New York, NY 1015311 Office of the United States SIRENA T. WILSON, ESQ.12 Trustee: UNITED STATES DEPARTMENT OF JUSTICE13 111 South 10th Street Suite 6.35314 St. Louis, MO 63102 15 For Continental Casualty Co. DAVID C. CHRISTIAN, II, ESQ. and Transportation Ins. Co.: DAVID CHRISTIAN ATTORNEYS16 LLC PO Box 912017 Mission, KS 66201 18 For U.S. Securities and SONIA A. CHAE, ESQ. Exchange Commission: (Telephonically)19 U.S. SECURITIES AND EXCHANGE COMMISSION20 175 West Jackson Street Suite 145021 Chicago, IL 60604 22 23 24 25



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1 THE COURT: Good morning. 2 IN UNISON: Good morning, Your Honor. 3 THE COURT: Today is November the 12th (sic), and we 4 have just a few matters in Briggs & Stratton, but each is 5 significant. Let's call the first matter to extend 6 exclusivity. 7 MR. RISKE: Good morning, Your Honor. For the 8 record, Tom Riske and Rob Eggmann, on behalf of the debtors. 9 THE COURT: Good morning. 10 MR. RISKE: And joined by counsel for Weil Gotshal on 11 the phone, as well as Mr. Lawhorn from our firm. I believe 12 Ms. Hoehne from the Weil firm will be handling the exclusivity 13 motion this morning, Your Honor. 14 THE COURT: Thank you. 15 I think you're on mute. 16 Let's try something on our end. 17 MR. RISKE: There she is. 18 THE CLERK: She's calling in now. 19 (Pause) 20 THE CLERK: Not on the call. 21 THE COURT: Not on the call? 22 THE CLERK: She's on video but not on the call. 23 THE COURT: Okay, so how do we get -- how do we tell 24 her to call in. You give her the number -- give it to me, and 25 if she can hear me --



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1 THE CLERK: Ms. Hoehne, I will email you the call-in 2 information. 3 THE COURT: We'll text her, not email her. 4 THE CLERK: Yeah, okay, I'll send her a message. 5 THE COURT: Okay. 6 THE CLERK: Thanks. I've got to get the call-in 7 information. 8 THE COURT: Oh. 9 (Pause) 10 THE COURT: Mr. Riske is not rushing us. We've got 11 all day. 12 MR. RISKE: I was going to say, I'm happy to handle 13 this matter as Ms. Hoehne sorts out the technical issues. 14 THE COURT: If this doesn't work, we're going to 15 blame Ms. Wilson anyway. 16 (Pause) 17 THE COURT: I believe the irony to this is I don't 18 think there's any opposition to it. 19 MR. RISKE: Yeah. 20 (Pause) 21 THE CLERK: I just sent her a message. 22 (Pause) 23 THE CLERK: We still can't hear you, ma'am. 24 THE COURT: Doesn't she appear -- oh, she doesn't -- 25 I see, she doesn't appear as having a microphone.



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1 THE CLERK: Right. 2 (Pause) 3 THE COURT: Who is presenting the approval of the 4 disclosure statement motion? 5 MR. RISKE: That was going to be Mr. Hoehne as well 6 as Mr. Blechman. 7 THE COURT: Okay, thank you. 8 It may be that people will feel less pressure if we 9 just adjourn for five or ten minutes. Why don't we do that -- 10 THE CLERK: Okay. 11 THE COURT: -- and see if she can join us. 12 MS. HOEHNE: Can anyone hear me in the courtroom now? 13 THE CLERK: Yes, we can. 14 MR. RISKE: Like magic. 15 MS. HOEHNE: Okay. I think -- I'm not quite sure 16 what I did this time to make it work, but I apologize for the 17 delay. I think I just managed to get a lucky break there. 18 THE COURT: I think you did quite well. If I had 19 been in your position, I wouldn't know what to do. 20 So the -- 21 MS. HOEHNE: Okay. 22 THE COURT: -- the motion to extend exclusivity, 23 please. 24 MS. HOEHNE: Yes, Your Honor. Debora Hoehne of Weil, 25 Gotshal & Manges on behalf of Briggs & Stratton Corporation



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1 and its affiliated debtors. 2 Your Honor, the debtors have requested a ninety-day 3 extension to prosecute their proposed plan to confirmation 4 without interruption. This would extend the exclusive filing 5 period to February 15th, 2021, and the exclusive solicitation 6 period to April 17th, 2021. 7 No party objected to the request for extension of 8 exclusivity. And we know Your Honor has read the papers. I'm 9 prepared to present a short summary on the primary points 10 supporting the motion, unless Your Honor would prefer to rule 11 on the papers. 12 THE COURT: I'm prepared to grant the motion. 13 MS. HOEHNE: Thank you, Your Honor. 14 THE COURT: But -- thank you. Send me a short order 15 on that, please. 16 Mr. Riske, the next matter is the sale and procedure 17 motion. 18 MR. RISKE: Yes, Your Honor. I believe Ms. Myers 19 will be presenting that motion -- 20 THE COURT: Thank you. 21 MR. RISKE: -- from Weil Gotshal. 22 THE COURT: Good morning, Ms. Myers. 23 MS. MYERS: Good morning, Your Honor. Janiel Myers 24 of Weil, Gotshal & Manges on behalf of the debtors. 25 The second item on the agenda, as you know, is the



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1 motion for authority to use, sell, or lease certain property 2 of the debtors' estates, and to establish procedures to sell 3 or transfer certain assets that are of relatively de minimis 4 value. 5 Your Honor, no party has objected to the requested 6 relief, and the debtors discussed and negotiated the limits 7 with the creditors' committee. I'm happy to give the Court a 8 short summary about specific assets subject to the motion or 9 the thresholds. Otherwise, if Your Honor has no further 10 questions, we ask that the motion be granted. 11 THE COURT: Unless you have something that is not in 12 your pleading, I'm prepared to grant this motion. 13 MS. MYERS: Thank you, Your Honor. 14 THE COURT: May I have an order, please? 15 MS. MYERS: Yes. 16 THE COURT: And the final matter is the approval of 17 the debtors' disclosure statement. Mr. Riske, who's going to 18 present that? 19 MR. RISKE: That will be Ms. Hoehne and Mr. Blechman. 20 THE COURT: Thank you. Ms. Hoehne and Mr. Plevin 21 (sic). 22 MS. HOEHNE: Thank you, Your -- thank you, Your 23 Honor. And I hope, again, that you can still hear me. 24 THE COURT: Yes. 25 MS. HOEHNE: Thank you. Today the debtors are



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1 seeking entry of an order approving the amended disclosure 2 statement, the revised version of which was filed on Friday, 3 November 6th, approving and establishing solicitation and 4 voting procedures, scheduling the confirmation hearing to 5 begin on December, 18th, 2020, and establishing notice and 6 objection procedures for confirmation of the amended plan. 7 The amended disclosure statement should be approved 8 for two primary reasons. First, the amended disclosure 9 statement contains adequate information for a hypothetical 10 investor to make an informed decision. Indeed, the debtors 11 here have made additional disclosure in the amended disclosure 12 statement, even beyond what we believe to be required for 13 adequate disclosure under Section 1125 to address the filed 14 objections. 15 And second, many of the objections are, in reality, 16 confirmation objections that are premature and not properly 17 before the Court at this hearing. 18 In addition -- I will get to this later -- but 19 significantly, no actual creditor filed an objection to the 20 disclosure statement. Rather, we received objections from two 21 governmental agencies, the SEC and the U.S. Trustee and from a 22 group of insurers of the company's asbestos claims. And we 23 believe, with respect to the insurers, we have resolved most 24 if not all of their disclosure objection, but that they may 25 reserve their confirmation-related objections. We're hopeful



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1 that we will be able to resolve those as well. 2 Your Honor, before we address changes to the document 3 and the remaining open issues, I would like to just begin with 4 a review of the filings for the Court and for the record, if 5 that is okay with Your Honor. 6 THE COURT: Yes. 7 MS. HOEHNE: Okay. On October 9th, 2020, the debtors 8 filed the initial plan at ECF number 1066, and the related 9 disclosure statement at ECF number 1067. Notice of the 10 disclosure statement and hearing was filed at ECF number 1068. 11 On October 10th, the debtor filed and served their 12 motion for approval of the disclosure statement, establishing 13 notice and confirmation procedures for confirmation of the 14 plan, and related matters, filed at ECF number 1070. And 15 there were some corrected versions filed at ECF numbers 1071 16 and 1072. 17 KCC, the debtors' claims and noticing agent filed an 18 affidavit of service at ECF number 1086. The disclosure 19 statement motion, disclosure statement, plan, and notice of 20 disclosure statement hearing were all served on the master 21 service list. In addition, the notice of disclosure statement 22 hearing was served on the full creditor matrix. 23 We shortened the notice period for creditors to file 24 objections to the disclosure statement by five days, to 25 twenty-three days. The debtors submit that there was cause to



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1 reduce the objection period, pursuant to Bankruptcy Rule 9060, 2 for the reasons described in the solicitation motion. That's 3 at docket number 1070, paragraph 25. 4 On Friday we filed a slightly revised plan at ECF 5 number 1211 and a related amended disclosure statement at ECF 6 number 1212, to address case updates, informal comments, and 7 filed objections. In the disclosure statement, in addition to 8 updated descriptions of the plan, we updated summaries of the 9 case activities since filing the initial disclosure statement, 10 along with additional disclosures that the PBGC requested in 11 connection with termination of the qualified pension plan and 12 the PBGC's claims in this case. 13 And regarding -- we also added information regarding 14 the debtors' insurance coverage and covered litigation and an 15 updated recovery analysis and litigation analysis, based on 16 updated estimations of the debtors' claims pool. 17 These changes are all reflected in the red-line filed 18 in the notice of filing of amended disclosure statement at ECF 19 number 1212. 20 The debtors' omnibus reply to objections was filed on 21 Friday at ECF number 1213. And lastly, the notice of filing 22 of amended exhibits to the disclosure statement approval 23 motion was filed at ECF number 1214. Certificates of service 24 for the filings on Friday were filed at docket number 1215. 25 That is the record, Your Honor. And if you would



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1 like, we received some informal comments to the disclosure 2 statement and plan from the PBGC, the U.S. Trustee, the 3 purchaser, and the SEC. We worked in good faith to reach a 4 resolution of these informal comments, so that we could narrow 5 the issues before the Court today. And we thank all the 6 parties for their cooperation in doing that. 7 Most of these comments are incorporated in the 8 amended plan and amended disclosure statement. I can walk the 9 Court through those changes as a high level, unless Your Honor 10 would prefer that I move on. 11 THE COURT: No, why don't you give us an overview of 12 the response you made to the limited objections or 13 suggestions. 14 MS. HOEHNE: Thank you, Your Honor. To resolve the 15 PBGC's informal comments, we added additional detail in the 16 disclosure statement regarding their claim stemming from 17 unfunded benefit liabilities -- excuse me -- and the 18 termination of the debtors' qualified pension plan, and also 19 the plan administrator's duty under the plan to store 20 documents and records of the qualified pension plan. 21 We also carved out from the release and exculpation 22 provisions in the plan any beach-of-fiduciary-duty claims 23 under liabilities arising under Title 1 of ERISA that the PBGC 24 may be entitled to bring against any nondebtor person or 25 entity, and also imposed the obligation on the plan



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1 administrator to retain pension plan records for a year after 2 the effective date. 3 To resolve the SEC's informal comments, in the plan, 4 we added a carve-out similar to the PBGC's for the SEC's 5 police and regulatory powers and for any claims, causes of 6 action, proceedings, or investigations by the SEC against any 7 nondebtor person or entity. 8 And I will note that there was a modification to the 9 negotiated language that didn't carry through into the filed 10 document that were submitted on Friday and which we have told 11 the SEC we will correct in the solicitation versions. And it 12 just concerns some of the -- there's a proviso at the end of 13 that carve-out that we need to just modify slightly. 14 We also excluded gross negligence from the releases 15 granted by holders of claims and interests. We limited the 16 exculpation provided in article 10.7 of the plan to post- 17 petition conduct, with respect to the purchase, sale, or 18 rescission of the purchase or sale of securities or assets of 19 the debtors. 20 We also added minor clarifying changes to the plan to 21 resolve the purchaser's (indiscernible) comments and concerns 22 mostly around clarifying the plan doesn't override the sale 23 order unless expressly provided in the plan or confirmation 24 order, that contracts between the purchaser and the debtors 25 will be assumed by the wind-down estate, and after the



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1 effective date, the wind-down estate will have all liability 2 for any remaining retirement benefit claims. 3 And we did also receive some comments from the U.S. 4 Trustee. In response, we clarified in the plan that payment 5 of the indenture trustee's fees and expenses were a predicate 6 of the global settlement, and provided additional statutory 7 authority for that. 8 We added conspicuous language in all caps and bold, 9 noting that the confirmation of the amended plan would bind 10 all creditors to the global settlement, whether or not the 11 creditors voted to accept the plan. 12 And we limited the scope of the exculpations to 13 estate fiduciaries, essentially removing the references to the 14 plan administrator and wind-down estate, which was cited in 15 the U.S. Trustee's filed objection. 16 So with those changes, Your Honor, we believe we've 17 resolved most of these -- we've resolved the PBGC, purchaser, 18 and SEC's comments. We believe we've resolved the U.S. 19 Trustee's objection to exculpation, although I believe they 20 may still want to be heard on that. 21 We may still be working through one remaining 22 informal comment from the U.S. Trustee pertaining to the 23 definition of "related parties" for purposes of exculpation. 24 And we may still need to have further discussions with the 25 U.S. Trustee on the changes around (audio interference) of the



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1 indenture trustee's fees and expenses and the global 2 settlement. 3 But these comments are ultimately issues for plan 4 confirmation, Your Honor, and we will continue to negotiate 5 that with the U.S. Trustee. 6 I can walk Your Honor through a black-line showing 7 where these changes were made later in my presentation, if you 8 would like. 9 THE COURT: Thank you. Does anyone wish to be 10 heard -- 11 MS. HOEHNE: I will -- 12 THE COURT: -- with respect to the matters covered by 13 Ms. Hoehne so far? Any hands raised? 14 THE CLERK: No, Judge. 15 THE COURT: No one wishes to be heard. 16 If you would, please proceed. 17 MS. HOEHNE: Your Honor, I neglected to mention that 18 the U.S. Trustee also provided informal comments to the 19 solicitation motion, to provide that non-ECF users can submit 20 objections to confirmation in writing with the Clerk of Court. 21 And that has been added to the form of order that we will 22 submit in connection with today's hearing. We sent that to 23 the U.S. Trustee beforehand, and it's also posted to the KCC 24 website. 25 THE COURT: Ms. Wilson, do you wish to respond to



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1 anything we've been told so far? Good morning, first of all. 2 MS. WILSON: Good morning, Your Honor. 3 Your Honor, I don't know if you want to take this up 4 now. I did want to go through our objections and responses 5 to -- if you want me to wait until she finishes, I can. Or I 6 can take that up now. 7 THE COURT: We'll call on you a second time a little 8 later. 9 MS. WILSON: Thank you. 10 THE COURT: Thank you. Does David Christian wish to 11 be heard? Mr. Christian, we cannot hear you. 12 MR. CHRISTIAN: Can you hear me now? 13 THE COURT: Yes, thank you. 14 MR. CHRISTIAN: Thank you, Your Honor. I think I was 15 muted in two separate spots. In any event, I represent 16 Continental Casualty Company and Transportation Insurance 17 Company. 18 THE COURT: Well, let me -- 19 MR. CHRISTIAN: I can speak -- 20 THE COURT: I'd like to get to that a little later, 21 along with the U.S. Trustee's formal objection. I think Ms. 22 Hoehne was telling us about less substantive objections or 23 limited objections. But -- 24 MR. CHRISTIAN: Thanks, Your Honor. 25 THE COURT: -- I promise I will call on you. Ms.



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1 Hoehne? 2 MR. CHRISTIAN: Thank you. 3 MS. HOEHNE: Yes, Your Honor. So I think that we 4 would turn to the formal objections, if that sounds right to 5 Your Honor. We were able to -- just as a status update, we 6 were not able to resolve the formal objections that the SEC 7 and U.S. Trustee raised with respect to the opt-out mechanism 8 for the third-party releases under the plan. 9 Although that is a confirmation issue, we are 10 prepared to address that issue today, and would ask the Court 11 to overrule those objections. And I think we'll hear from Mr. 12 Christian and Mr. Plevin, but based on discussions with the 13 objecting asbestos insurers over the weekend, we believe the 14 changes we made to the plan and disclosure statement have 15 resolved, as I said, most, if not all, of their disclosure- 16 related objections. 17 We think we agree in concept with how the plan should 18 work when it comes to insured claims, and we can continue to 19 work with them to address their issues. But we think we've 20 provided adequate disclosure in the disclosure statement, and 21 any remaining issues can be dealt with at confirmation. 22 And I do want to just say one more time, candidly, 23 Your Honor, no creditor has objected to the adequacy of the 24 disclosure statement, and no parties have objected to the 25 proposed solicitation procedures, other than the opt-out



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1 release mechanism, which we'll get to, or the deadlines 2 relating to the confirmation hearing or the proposed notice 3 and objection period in connection with confirmation. 4 I could give Your Honor a brief overview of the plan 5 or I'm happy to walk through black-lines that were submitted 6 with the amended plan and disclosure statement on Friday, or 7 we could take up the supporters or objectors to the plan; 8 whatever direction Your Honor wants to take now. 9 THE COURT: What I'd like to do is call on each of 10 the three objecting parties, and then have you respond to each 11 of them, if you don't mind. 12 MS. HOEHNE: Excellent, Your Honor. 13 THE COURT: I'd like to start with -- is it Ms. 14 Chae -- Ms. Chae from the SBA (sic)? 15 THE CLERK: She does need to unmute her line. 16 THE COURT: Good morning. 17 THE CLERK: Ms. Chae, please unmute your phone line. 18 MS. CHAE: Can you hear me now, Your Honor? 19 THE COURT: Yes, I can. Thank you. 20 MS. CHAE: Your Honor? 21 THE COURT: Yes. 22 MS. CHAE: Can you hear me now? 23 THE COURT: Yes, I can. 24 THE CLERK: She just muted herself. 25 THE COURT: What's our problem?



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1 THE CLERK: Your phone line is muted again, ma'am. 2 MS. CHAE: Can you hear me now, Your Honor? 3 THE CLERK: Yes, we can hear you. 4 MS. CHAE: I'm sorry. I apologize. 5 Your Honor, the debtors argued that the objections 6 are confirmation objections, but we believe that if the 7 debtors had intended to argue that the nondebtor third-party 8 releases in the plan were nonconsensual releases, that are 9 permissible under Master Mortgage, because exceptional 10 circumstances existed that justify their imposition, then we 11 would agree that approval of the releases is a confirmation 12 issue. 13 But because the debtors are seeking approval of an 14 opt-out process that's intended to establish implied consent 15 by shareholders and creditors, which the debtors will then 16 argue makes those releases to be permissible as to 17 shareholders and creditors who do not opt out, they no longer 18 need to satisfy the Master Mortgage standards. So in that 19 case, we think the issue should be decided now; because the 20 crux of the matter here, Your Honor, is whether the inclusion 21 of an opt-out election makes these releases consensual. And 22 as Your Honor knows from our brief, we think it does not. 23 It is our view that consent to nondebtor releases can 24 only be achieved if affected parties are given an opportunity 25 to provide affirmative and unambiguous consent by opting in to



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1 the releases. 2 Your Honor, the Commission appears regularly on the 3 issue of nondebtor third-party releases, because it's an 4 important one to public investors. It is especially important 5 here where shareholders are not represented, where 6 shareholders receive nothing under the plan, their interests 7 are canceled, and they can't vote. 8 Under this particular plan, creditors who vote to 9 accept the plan are deemed to consent to the releases, and the 10 releases are also binding on those who abstain from voting, 11 who vote to reject, and in the case of shareholders who are 12 deemed to reject if they do not opt out. We believe these 13 are, therefore, nonconsensual releases, because investor 14 silence or inaction in the form of a failure to opt out does 15 not constitute consent to third-party releases. 16 As we set forth in our brief, our view is supported 17 by basic contract principles, case law, and I would say, 18 really just plain common sense. 19 First, Your Honor, deeming consent to nondebtor 20 releases to be established by silence or inaction is 21 inconsistent with basic contract principles. Those principles 22 make clear that a failure to reject an offer does not 23 constitute an acceptance of that offer. Under Missouri law, 24 acceptance of an offer must be unequivocal in order for there 25 to be a binding agreement or contract.



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1 We recognize that there have been courts in this 2 district that have entered orders confirming plans containing 3 opt-out releases. With all due respect, we believe those 4 orders are not binding precedent. They're not binding on Your 5 Honor. And although we were not parties in those cases, we 6 believe perhaps some of those cases that have been cited by 7 the debtors in their brief may be factually distinguishable. 8 I would note in particular, Armstrong Energy involved 9 a company that was privately traded, where I think there were 10 only -- there were less than thirty holders of the stock. And 11 I think ninety-eight percent of the equity in Armstrong was 12 owned by one entity. So we weren't dealing with a case such 13 as this one, where the stock is publicly traded, where 14 thousands of shares continue to be traded here on the OTC 15 markets. This is a public company with thousands of 16 shareholders. 17 There are no recorded decisions in this district or 18 the Eighth Circuit that address this specific issue of whether 19 inclusion of an opt-out election renders plan releases 20 consensual. We therefore have looked to decisions in other 21 jurisdictions that we found to be instructive on the issue of 22 opt-out releases. 23 Courts such as the Delaware bankruptcy court in 24 Emerge Energy recently held, in 2020, that a failure to opt 25 out simply doesn't qualify as consent to third-party releases.



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1 That court recognized, in particular, that an opt-out election 2 in the notice is an artificially created requirement to 3 manufacture consent even where there is none. 4 The Chassix court, in the Southern District of New 5 York -- and as Your Honor can tell from our brief, we heavily 6 rely on Chassix and the reasoning in that case -- the Chassix 7 court also took the reasoning in the Emerge Energy case by 8 asserting that opt-out procedures are aimed at getting a far 9 broader set of third-party releases than could be obtained if 10 an opt-out (sic) process were used. And that's the simple 11 reason why an opt-out procedure is used. 12 And so when using opt-outs instead of an opt-in, the 13 debtor is relying on inattentiveness, inaction, and mistake on 14 the part of shareholders and creditors, that is inevitable, as 15 part of the voting process. 16 They're also relying on, in particular with respect 17 to thousands of retail investors, a lack of understanding of 18 the meaning and ramifications of the opt-out notice. Thus, 19 none of that manifests consent. 20 The Chassix court -- we heavily rely on Chassix -- 21 and other courts, like SunEdison, implicitly recognize that 22 there could be any number of reasons why a shareholder who's 23 not allowed to vote might fail to execute an opt-out, that has 24 nothing to do with consenting to the releases. Particularly 25 when the shareholder receives a notice that they're receiving



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1 nothing under a plan and that they can't vote, there's a very 2 good chance that a shareholder would pay no further attention, 3 that the shareholder's likely to assume that the notice 4 relates only to their interests with respect to the debtors, 5 and they have really no reason to think that the plan affects 6 their claims and rights against other parties who are not 7 debtors. 8 Finally, with respect to Chassix, Your Honor, the 9 Chassix court also recognized that it really just makes no 10 sense that a shareholder who's deemed to reject the plan or a 11 creditor who votes to reject a plan, would, at the same, time 12 consent to give up anything of value through third-party 13 releases contained in the plan. 14 The Chassix court also -- and I wanted to finally 15 note -- that the court, further reasoned that if a creditor 16 who votes to accept a plan was deemed to consent to third- 17 party releases that are contained in that plan, that by the 18 same logic, a creditor who votes to reject or a shareholder 19 who's deemed to reject, should also be presumed to have 20 rejected the plan (sic). 21 So by following that logic, Your Honor, we would ask 22 that if the Court accepts the debtors' position that a 23 creditor who votes to accept the plan is also accepting the 24 releases, that Your Honor similarly rule that any shareholder 25 or creditor who's deemed to reject the plan or votes to reject



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1 the plan should also be deemed to reject the releases, as 2 well. 3 So in conclusion, Your Honor, we believe the question 4 of what constitutes a consensual release has a pretty simple 5 and straightforward answer, especially where shareholders are 6 not represented, where they receive nothing under a plan, and 7 they simply cannot vote. Their consent to giving up their 8 ability to pursue legitimate claims against nondebtor parties 9 should be absolutely unambiguous and unequivocal. And we 10 believe that an opt-in is the only way to achieve that. 11 So we would respectfully request the debtors' motion 12 be denied unless the plan is revised to provide that impaired 13 creditors and interest-holders must opt in to the releases in 14 order to be bound by them. And that concludes my statements, 15 Your Honor. If you have any questions, I'd be happy to answer 16 them. 17 THE COURT: Thank you, Ms. Chae. Is it Ms. [Chay]? 18 Am I pronouncing your name correctly? 19 MS. CHAE: Yes, that's correct, Your Honor. 20 THE COURT: Ms. Chae, I do have a couple of 21 questions. First of all, your brief was -- your motion and 22 memorandum in support were excellent. Your presentation was 23 excellent. A couple of observations. 24 I don't feel bound by the decisions that you cited 25 that were in the debtors' reply. None of those cases were



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1 mine. This is the first opportunity that I've had to address 2 the deemed acceptance issue. 3 But I was listening to you carefully and I still 4 think even the small piece called the "deemed acceptance" is a 5 matter for confirmation. I think the disclosure statement 6 gives sufficient information under 1125(a), and I think even 7 the small strata of argument of the deemed acceptance is 8 really a confirmation issue. Would you give me a response to 9 that, please? 10 MS. CHAE: Your Honor, I suppose it is, recognizing 11 that the debtors, of course, take the full risk that Your 12 Honor decides that opt-out releases are not consensual, and 13 therefore they're subject to the Master Mortgage factors at 14 confirmation. 15 So I don't necessarily disagree with you, but we like 16 to bring the issue up at -- prior to solicitation, in order to 17 give the Court, really, an opportunity to give the debtors the 18 chance to make these releases consensual -- in our view, of 19 course -- by requiring an opt-in. 20 So I don't necessarily disagree with you that it is a 21 confirmation issue. 22 THE COURT: I read your objection, I think, early 23 last week. And my guess is that if the debtors wished to 24 change their position, they would have contacted you by now. 25 They did, it seems, most others, including the U.S. Trustee,



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1 I've heard; and they reached out to the insurance companies, 2 I've heard, as well as the informal issues raised by Ms. 3 Hoehne. 4 And while I appreciate the fact that you think it 5 should be before solicitation, I believe the issue goes to 6 1129 -- I think it's -- (a)(3). And I'm inclined to want to 7 preserve all of your objections and arguments for a 8 confirmation hearing. 9 MS. CHAE: I appreciate that, Your Honor. And 10 understood. 11 Also, I just would add that we do appreciate that the 12 debtors worked with us in resolving many of our comments. Ms. 13 Hoehne went through those changes. We just simply could not 14 reach agreement with respect to the issue of the opt-in/ 15 opt-out process. 16 THE COURT: And let me give you some food for 17 thought, as well as Ms. Hoehne. I'm looking at the ballot, 18 and there's -- not only does the disclosure statement seem to 19 deal with, address, and describe the deemed acceptance, but 20 the ballot itself has a separate paragraph explaining it, once 21 again. 22 So we'll take this up at confirmation. And I'll 23 reread some of the cases that you sent us. And I pledge to do 24 that for you. 25 MS. CHAE: Thank you, Your Honor.



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1 THE COURT: Thank you. 2 Ms. Hoehne, I suppose we -- what's your choice: the 3 insurance companies or Ms. Wilson and the U.S. Trustee? 4 THE CLERK: Please unmute your line. 5 MS. HOEHNE: Can Your Honor hear me? 6 THE COURT: Yes, I can now. 7 MS. HOEHNE: Thank you very much. Your Honor, I know 8 that Ms. Wilson also raised an objection to the opt-out, and I 9 don't know if she would like to be heard on this topic before 10 we respond to that, or if you would like to hear further from 11 us on this particular point. 12 But I do note that she -- that the U.S. Trustee's 13 Office raised a similar objection and would like to provide 14 her the opportunity to address the Court on it. 15 THE COURT: Sure. I think it makes more sense to me 16 to hear the objector first, and then the response by the 17 debtor. 18 Ms. Wilson, good morning. 19 MS. WILSON: Good morning, Your Honor. Sirena Wilson 20 on behalf of the Office of the U.S. Trustee. 21 Your Honor -- 22 THE COURT: So I guess the first thing I want to ask 23 you is -- you've heard my dialog with Ms. Chae. Why doesn't 24 it apply to your position? 25 MS. WILSON: It's out position that these matters are



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1 appropriately asserted at the disclosure stage for the 2 following reasons. One, because the approval of the form of 3 the solicitation and ballots are being sought, and the U.S. 4 Trustee objects to their current form. 5 And doing that at the disclosure stage is 6 appropriate, two, because this Court would have an opportunity 7 to evaluate the appropriateness of the provisions and whether 8 the proposed opt-out procedure should be modified before 9 solicitation goes out. 10 And three, to the extent that the Court found that 11 affirmative consent should be obtained through an opt-out 12 form, this matter would best be determined now. Raising these 13 issues at confirmation could add a burden to the estate, 14 considering the cost of resolicitation in a case this size in 15 the event Your Honor found that an opt-in was appropriate. 16 And while other remedies could be fashioned and 17 adjudicated at confirmation, for the judicial economy, to 18 address it now, would eliminate issues later on. 19 THE COURT: So let me put you on the spot and ask you 20 what language do you want in the disclosure statement that 21 isn't there now? 22 MS. WILSON: I believe additional language on two 23 parts. Additional language for the -- explaining -- working 24 through the exculpation clauses, additional language 25 explaining that portion of it, before the third-party



Colloquy 28

1 releases. 2 We prefer an opt-in. In the event the Court finds 3 that an opt-out is appropriate, we want to make sure that 4 there's copious language in bold font to make sure that the 5 parties are aware. 6 THE COURT: Okay. All right. 7 Well, see, it just seems to register what you said as 8 more of a confirmation issue at which time the debtor takes 9 the risk the plan won't be confirmed or negotiates with the 10 objector, in this case, the U.S. Trustee and the SBA (sic), to 11 address the issue at confirmation. We can always amend a -- 12 well, at confirmation. 13 It strikes me as strictly a matter of law. And I'm 14 not sure what other language you want specifically in there. 15 And although it may make Ms. Hoehne crazy, if you could 16 suggest what language you want, I suppose she could put in her 17 disclosure statement: although we don't agree, the U.S. 18 Trustee asserts the following. 19 But I think -- you've had an opportunity to talk to 20 Ms. Hoehne, haven't you -- 21 MS. WILSON: Yes, Your Honor. 22 THE COURT: -- or one of her colleagues? 23 MS. WILSON: Yes, Your Honor. 24 THE COURT: Well, I'm still struck by the fact that I 25 think that when I read the amended disclosure statement -- and



Colloquy 29

1 I have, even though it's lengthy and -- I'll just leave it at 2 lengthy -- I had the firm impression when I read it again that 3 this was a matter of law. 4 I'm inclined to ask you, as I asked Ms. Chae, to 5 present your objection at confirmation. I think there's 6 adequate information. 7 I appreciate that you'd rather have an opt-in than an 8 opt-out. That's not how it's written. But that doesn't 9 address the question of whether adequate information has been 10 provided. It has. And I'm going to treat your objection to 11 one for confirmation and hear you at that time. 12 MS. WILSON: Thank you, Your Honor. 13 THE COURT: Thank you, Ms. Wilson. 14 Ms. Hoehne, that leaves us with the insurance 15 companies? 16 MS. HOEHNE: Yes, Your Honor. Can you -- do I need 17 to unmute myself again or can you hear me? 18 THE COURT: I can hear you fine. 19 MS. HOEHNE: Perfect. Okay. Yes, Your Honor. So I 20 think, Your Honor would like also the debtors not to reply 21 substantively at this time and save our arguments for 22 confirmation; is that correct? 23 THE COURT: Yes. 24 MS. HOEHNE: Okay, perfect. So yes, the next topic 25 is the insurers, which I think -- as I mentioned earlier, Your



Colloquy 30

1 Honor, we sought to resolve through changes made to the plan 2 and disclosure statement, most of which are outlined or all of 3 which -- excuse me -- are outlined in Exhibit A that was 4 attached to our reply papers -- resolve most if not all of the 5 disclosure objections that the insurers raised. 6 So at this time -- and we had further discussions 7 with the insurers, and we do believe that there are adequate 8 disclosures on the matters that they raised in the disclosure 9 statement. We understand that they may be preserving 10 objections for confirmation, and they have proposed additional 11 changes to us, which we can continue to work through with 12 respect to the insurance neutrality provisions and making it 13 clear that the claimants' insurance -- insured claims -- 14 excuse me -- are required to exhaust insurance remedies in 15 paragraph -- in section 7.9 of the plan. 16 But I think at this time, I would turn it over to 17 counsel representing those insurers to tell the Court if what 18 I said is accurate. 19 THE COURT: Thank you. Mr. Christian, good morning, 20 again. If you would, please, present your objection. 21 MR. CHRISTIAN: Good morning, Your Honor. Can you 22 hear me all right? 23 THE COURT: I certainly can. 24 MR. CHRISTIAN: Good. Thank you. Your Honor, I 25 represent Continental Casualty Company and Transportation



Colloquy 31

1 Insurance Company, two of the asbestos insurers that filed a 2 disclosure statement objection. 3 We filed our objection, at this time, not in any 4 effort to hold the train up at the station, but rather because 5 we observed some ambiguities and inconsistencies about the 6 handling of insured claims and other issues of concern to us 7 in the plan and disclosure statement, and we thought it 8 appropriate to bring those to the debtors' attention and to 9 the Court's attention now, in case any of the revisions that 10 might be proposed by the debtor would require resolicitation. 11 We've had a number of conversations and proposed a 12 number of revisions to the documents to the debtors. And I 13 want to express my appreciation to Weil firm and to the Foley 14 & Lardner folks, who had engaged with us on these subject, 15 including late last night. 16 We've agreed on some revisions. We have some further 17 proposals to make to them. But I do think, at this point, we 18 and the debtors agree that any further revisions or 19 clarifications to the plan would not be in the nature of 20 requiring resolicitation, but they are really aimed at 21 eliminating ambiguities and providing clarifications so that 22 post-confirmation, both creditors and insurers and the plan 23 administrator know how insured asbestos claims are to be 24 handled. 25 And so my suggestion is that the disclosure statement



Colloquy 32

1 can be approved today, if that's the Court's inclination, or 2 later this week, and that we would continue to engage with the 3 debtors' professionals between now and the confirmation 4 hearing, reserving our confirmation objections, if we don't 5 get everything resolved. But it's hopeful that we can get 6 everything resolved between now and confirmation. 7 THE COURT: Mr. Christian, I appreciate your 8 approach. It is welcome. 9 Then I don't think we need a response other than do 10 you agree, Ms. Hoehne, with Mr. Christian's observations? 11 MS. HOEHNE: Debora Hoehne, Your Honor, once again. 12 Yes, yes, we do. And as I reiterated before, we feel that we 13 can continue our discussions with Mr. Christian, and Mr. 14 Plevin, and Mr. Factor's clients to hopefully resolve their 15 issues prior to confirmation. 16 THE COURT: Fine. Does anyone else wish to be heard 17 with respect to the adequacy of information provided in the 18 amended disclosure statement? 19 I'm told that no one has raised his or her hand. Oh, 20 yes, sir, Mr. Plevin? 21 THE CLERK: He didn't raise his hand. 22 THE COURT: Oh, you did not. Okay. 23 If that's the case, then, I'm prepared to approve the 24 amended disclosure statement as it provides adequate 25 information as defined in 1129(a)(1), and to permit the debtor



Colloquy 33

1 to proceed under (b), for solicitation. 2 Ms. Hoehne, would you please prepare an order 3 approving the disclosure statement and send it to counsel from 4 whom we've heard today that would include Ms. Wilson, Mr. 5 Christian, and Ms. Chae. If anyone else wishes to weigh in on 6 the order, please advise Ms. Hoehne, and she'll accommodate 7 you. Otherwise, may I have that as soon as possible? 8 MS. HOEHNE: Yes, Your Honor. Thank you very much. 9 THE COURT: Thank you. 10 Mr. Riske, what else can we do for the debtor today? 11 MR. RISKE: Nothing from me. I would just ask if Ms. 12 Hoehne has any updates for the Court on anything going on 13 behind the scenes or if we're done here today? 14 MS. HOEHNE: Your Honor, I would just briefly give 15 you an update on the claims process. The debtors received 16 approximately 2,500 claims in connection with the general bar 17 date. As you may recall, we have an administrative claim bar 18 date that is set for November 23rd, and then the bar date for 19 governmental units is not until January 19th. 20 As of the date of the amended disclosure statement, 21 the debtors estimate the total amount of general unsecured 22 claims to be around 748 million, which does not include 23 unliquidated litigation claims or rejection damages claims. 24 And we did file an omnibus motion to reject the contracts that 25 were not assumed and assigned to the purchaser.



Colloquy 34

1 The debtors' advisors are currently analyzing these 2 claims. We worked with the Clerk of Court to file on Friday, 3 a notice of satisfied claims. And we anticipate filing some 4 additional claims objections (audio interference) set forth in 5 the solicitation procedures to clean up the claims register in 6 connection with voting on the plan. 7 So there is a lot still happening. There's a lot of 8 work still to do. But we are happy that we think are headed 9 towards a -- hopefully we are headed towards a consensual 10 confirmation hearing, and effective date by the end of the 11 year. 12 THE COURT: Thank you. Now, I'm almost embarrassed 13 to bring up a petty matter, but I'll bring it up anyway. In 14 looking at the timeline for events in this case, we have a 15 December 16th deadline to file briefs in support of 16 confirmation and reply to objections. 17 I'd like to specify 3 p.m., because I looked at our 18 schedule. We need to be in a divisional office the following 19 day, and then we have the hearing shortly thereafter on 20 Friday, I believe. So if you could mark your calendar for 21 December 16 at 3 p.m. deadline, I would appreciate it. 22 MS. HOEHNE: Yes, Your Honor. And we'll also make 23 sure that change is reflected in the form of order submitted 24 to chambers. 25 THE COURT: Now, one last matter that is not



Colloquy 35

1 significant. When I looked at the exhibits to the motion of 2 debtors for entry of an order approving disclosure statement, 3 the exhibits are several forms of ballot and notice, many 4 pages of which are not numbered. And I just want to make sure 5 you number all the pages so that the recipient is satisfied 6 that he or she gets a complete set. 7 MS. HOEHNE: Yes, Your Honor. We will correct that 8 for the solicitation materials. 9 THE COURT: And you're not permitted to go to your 10 colleagues at Weil and say that this judge is the most petty 11 person I've met. 12 MS. HOEHNE: That would never happen, Your Honor. 13 THE COURT: Okay, Mr. Riske, one last chance. 14 Anything else? 15 MR. RISKE: Nothing. Thank you very much, Your 16 Honor. 17 THE COURT: Thank you all. We are adjourned. 18 (Whereupon these proceedings were concluded at 10:48 a.m.) 19 20 21 22 23 24 25



36

1 I N D E X 2 3 4 RULINGS: PAGE LINE Debtors' motion to extend exclusive 6 12 5 periods is granted. Debtors' motion authorizing use, sale 7 12 6 or lease of certain property and procedures for de minimis asset sales, 7 granted. Amended disclosure statement is 32 23 8 approved. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25



37

1 C E R T I F I C A T I O N 2 3 I, Penina Wolicki, the court-approved transcriber, do 4 hereby certify the foregoing is a true and correct transcript 5 from the official electronic sound recording of the 6 proceedings in the above-entitled matter. 7 8 9 November 10, 2020 ______________________________ ____________________10 PENINA WOLICKI (CET-569) DATE 11 AAERT Certified Electronic Transcriber 12 13 14 15 16 17 18 19 20 21 22 23 24 25


BRIGGS & STRATTON CORPORATION, et al. Case No. 20-43597 November 9, 2020

[

[Chay] (1) 23:17

A

a3 (1) 25:6ability (1) 23:8able (3) 9:1;16:5,6absolutely (1) 23:9abstain (1) 19:10accept (4) 13:11;19:9;22:16, 23acceptance (6) 19:23,24;24:2,4,7; 25:19accepting (1) 22:23accepts (1) 22:22accommodate (1) 33:6accurate (1) 30:18achieve (1) 23:10achieved (1) 18:24action (1) 12:6activities (1) 10:9actual (1) 8:19add (2) 25:11;27:13added (6) 10:13;11:15;12:4, 20;13:8;14:21addition (3) 8:18;9:21;10:7additional (9) 8:11;10:10;11:15; 13:6;27:22,23,24; 30:10;34:4address (12) 8:13;9:2;10:6; 16:10,19;20:18; 24:1;25:19;26:14; 27:18;28:11;29:9adequacy (2) 16:23;32:17adequate (7) 8:9,13;16:20;29:6, 9;30:7;32:24

adjourn (1) 5:9adjourned (1) 35:17adjudicated (1) 27:17administrative (1) 33:17administrator (3) 12:1;13:14;31:23administrator's (1) 11:19advise (1) 33:6advisors (1) 34:1affected (1) 18:24affects (1) 22:5affidavit (1) 9:18affiliated (1) 6:1affirmative (2) 18:25;27:11again (7) 7:23;18:1;25:21; 29:2,17;30:20;32:11against (4) 11:24;12:6;22:6; 23:8agencies (1) 8:21agenda (1) 6:25agent (1) 9:17agree (5) 16:17;18:11; 28:17;31:18;32:10agreed (1) 31:16agreement (2) 19:25;25:14aimed (2) 21:8;31:20allowed (1) 21:23almost (1) 34:12along (2) 10:10;15:21although (5) 13:19;16:9;20:5; 28:15,17always (1) 28:11ambiguities (2) 31:5,21amend (1) 28:11amended (16)

8:1,6,7,8,11;10:5, 18,22;11:8,8;13:9; 17:6;28:25;32:18, 24;33:20amount (1) 33:21analysis (2) 10:15,15analyzing (1) 34:1anticipate (1) 34:3apologize (2) 5:16;18:4appear (2) 4:24,25appears (1) 19:2apply (1) 26:24appreciate (6) 25:4,9,11;29:7; 32:7;34:21appreciation (1) 31:13approach (1) 32:8appropriate (4) 27:6,15;28:3;31:8appropriately (1) 27:1appropriateness (1) 27:7approval (7) 5:3;7:16;9:12; 10:22;18:11,13;27:2approve (1) 32:23approved (2) 8:7;32:1approving (4) 8:1,3;33:3;35:2approximately (1) 33:16April (1) 6:6argue (2) 18:7,16argued (1) 18:5argument (1) 24:7arguments (2) 25:7;29:21arising (1) 11:23Armstrong (2) 20:8,11around (3) 12:22;13:25;33:22article (1) 12:16artificially (1)

21:2asbestos (4) 8:22;16:13;31:1, 23asserted (1) 27:1asserting (1) 21:8asserts (1) 28:18assets (3) 7:3,8;12:18assigned (1) 33:25assume (1) 22:3assumed (2) 12:25;33:25attached (1) 30:4attention (3) 22:2;31:8,9audio (2) 13:25;34:4authority (2) 7:1;13:7aware (1) 28:5

B

ballot (3) 25:17,20;35:3ballots (1) 27:3Bankruptcy (2) 10:1;20:23bar (3) 33:16,17,18based (2) 10:15;16:12basic (2) 19:17,21beach-of-fiduciary-duty (1) 11:22beforehand (1) 14:23begin (2) 8:5;9:3behalf (4) 3:8;5:25;6:24; 26:20behind (1) 33:13benefit (2) 11:17;13:2best (1) 27:12beyond (1) 8:12bind (1) 13:9binding (4)

19:10,25;20:4,4black-line (1) 14:6black-lines (1) 17:5blame (1) 4:15Blechman (2) 5:6;7:19bold (2) 13:8;28:4both (1) 31:22bound (2) 23:14,24break (1) 5:17brief (6) 17:4;18:22;19:16; 20:7;21:5;23:21briefly (1) 33:14briefs (1) 34:15Briggs (2) 3:4;5:25bring (5) 11:24;24:16;31:8; 34:13,13broader (1) 21:9burden (1) 27:13

C

calendar (1) 34:20call (8) 3:5,20,21,22,24; 15:7,25;17:9called (1) 24:4call-in (2) 4:1,6calling (1) 3:18can (35) 3:25;5:11,12,13; 7:23;11:8;14:6,19; 15:5,6,12,19;16:18, 21;17:18,19,22,23; 18:2,3,23;21:5;26:5, 6;28:11;29:16,17,18; 30:11,21,23;32:1,5, 13;33:10canceled (1) 19:7candidly (1) 16:22caps (1) 13:8carefully (1)

Min-U-Script® eScribers, LLC | (973) [email protected] | www.escribers.net

(1) [Chay] - carefully



24:3carry (1) 12:9carved (1) 11:21carve-out (2) 12:4,13case (14) 10:6,9,12;18:19; 19:11,17;20:12;21:6, 7;27:14;28:10;31:9; 32:23;34:14cases (4) 20:5,6;23:25; 25:23Casualty (2) 15:16;30:25cause (1) 9:25causes (1) 12:5certain (2) 7:1,3certainly (1) 30:23Certificates (1) 10:23Chae (17) 17:14,14,17,18,20, 22;18:2,4;23:17,19, 20;24:10;25:9,25; 26:23;29:4;33:5chambers (1) 34:24chance (3) 22:2;24:18;35:13change (2) 24:24;34:23changes (11) 9:2;10:17;11:9; 12:20;13:16,25; 14:7;16:14;25:13; 30:1,11Chassix (8) 21:4,6,6,20,20; 22:8,9,14choice (1) 26:2Christian (14) 15:10,11,12,14,19, 24;16:2,12;30:19,21, 24;32:7,13;33:5Christian's (1) 32:10Circuit (1) 20:18circumstances (1) 18:10cited (3) 13:14;20:6;23:24claim (2) 11:16;33:17claimants' (1)

30:13claims (23) 8:22;9:17;10:12, 16;11:22;12:5,15; 13:2;16:18;22:6; 23:8;30:13;31:6,23; 33:15,16,22,23,23; 34:2,3,4,5clarifications (2) 31:19,21clarified (1) 13:4clarifying (2) 12:20,22clauses (1) 27:24clean (1) 34:5clear (2) 19:22;30:13CLERK (21) 3:18,20,22;4:1,4,6, 21,23;5:1,10,13; 14:14,20;17:15,17, 24;18:1,3;26:4; 32:21;34:2clients (1) 32:14colleagues (2) 28:22;35:10comment (1) 13:22comments (12) 10:6;11:1,4,7,15; 12:3,21;13:3,18; 14:3,18;25:12Commission (1) 19:2committee (1) 7:7common (1) 19:18companies (3) 25:1;26:3;29:15Company (6) 15:16,17;20:9,15; 30:25;31:1company's (1) 8:22complete (1) 35:6concept (1) 16:17concern (1) 31:6concerns (2) 12:12,21concluded (1) 35:18concludes (1) 23:14conclusion (1) 23:3

conduct (1) 12:17confirmation (37) 6:3;8:4,6,16;9:13, 13;12:23;13:9;14:4, 20;16:9,21;17:2,3; 18:6,11;24:5,8,14, 21;25:8,22;27:13,17; 28:8,11,12;29:5,11, 22;30:10;32:3,4,6, 15;34:10,16confirmation-related (1) 8:25confirmed (1) 28:9confirming (1) 20:2connection (5) 10:11;14:22;17:3; 33:16;34:6consensual (6) 18:21;20:20;23:4; 24:12,18;34:9consent (13) 18:14,23,25;19:9, 15,19;20:25;21:3,19; 22:12,16;23:7;27:11consenting (1) 21:24considering (1) 27:14conspicuous (1) 13:8constitute (2) 19:15,23constitutes (1) 23:4contacted (1) 24:24contained (2) 22:13,17containing (1) 20:2contains (1) 8:9Continental (2) 15:16;30:25continue (6) 14:4;16:18;20:14; 30:11;32:2,13contract (3) 19:17,21,25contracts (2) 12:24;33:24conversations (1) 31:11cooperation (1) 11:6copious (1) 28:4Corporation (1) 5:25corrected (1)

9:15correctly (1) 23:18cost (1) 27:14counsel (3) 3:10;30:17;33:3couple (2) 23:20,23course (2) 24:11,19COURT (96) 3:1,3,9,14,21,23; 4:3,5,8,10,14,17,24; 5:3,7,11,18,22;6:12, 14,20,22;7:7,11,14, 16,20,24;8:17;9:4,6; 11:5,9,11;14:9,12, 15,20,25;15:7,10,13, 18,20,25;16:10;17:9, 13,16,19,21,23,25; 20:23;21:1,4,7,20; 22:9,14,15,22;23:17, 20;24:17,22;25:16; 26:1,6,14,15,22; 27:6,10,19;28:2,6, 22,24;29:13,18,23; 30:17,19,23;32:7,16, 22;33:9,12;34:2,12, 25;35:9,13,17courtroom (1) 5:12courts (3) 20:1,23;21:21Court's (2) 31:9;32:1coverage (1) 10:14covered (2) 10:14;14:12crazy (1) 28:15created (1) 21:2creditor (8) 8:19;9:22;16:23; 22:11,15,18,23,25creditors (9) 9:23;13:10,11; 18:15,17;19:8; 21:14;23:13;31:22creditors' (1) 7:7crux (1) 18:20current (1) 27:4currently (1) 34:1

D

damages (1)

33:23date (7) 12:2;13:1;33:17, 18,18,20;34:10David (1) 15:10day (2) 4:11;34:19days (2) 9:24,25de (1) 7:3deadline (2) 34:15,21deadlines (1) 17:1deal (1) 25:19dealing (1) 20:12dealt (1) 16:21Debora (2) 5:24;32:11debtor (7) 9:11;21:13;26:17; 28:8;31:10;32:25; 33:10debtors (28) 3:8;6:1,2,24;7:6, 25;8:10;9:7,25; 12:19,24;18:5,7,13, 15;20:7;22:4,7; 24:11,17,23;25:12; 29:20;31:12,18; 33:15,21;35:2debtors' (13) 7:2,17;9:17;10:14, 16,20;11:18;22:22; 23:11,25;31:8;32:3; 34:1December (3) 8:5;34:15,21decided (1) 18:19decides (1) 24:12decision (1) 8:10decisions (3) 20:17,20;23:24deemed (11) 19:9,12;22:10,16, 19,25;23:1;24:2,4,7; 25:19deeming (1) 19:19defined (1) 32:25definition (1) 13:23Delaware (1) 20:23


(2) carry - Delaware



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E

earlier (1) 29:25

early (1) 24:22ECF (11) 9:8,9,10,14,15,18; 10:4,5,18,21,23economy (1) 27:17effective (3) 12:2;13:1;34:10effort (1) 31:4Eggmann (1) 3:8Eighth (1) 20:18election (3) 18:21;20:19;21:1eliminate (1) 27:18eliminating (1) 31:21else (4) 32:16;33:5,10; 35:14email (2) 4:1,3embarrassed (1) 34:12Emerge (2) 20:24;21:7end (3) 3:16;12:12;34:10Energy (3) 20:8,24;21:7engage (1) 32:2engaged (1) 31:14entered (1) 20:2entitled (1) 11:24entity (3) 11:25;12:7;20:12entry (2) 8:1;35:2equity (1) 20:11ERISA (1) 11:23especially (2) 19:4;23:5essentially (1) 13:13establish (2) 7:2;18:14established (1) 19:20establishing (3) 8:3,5;9:12estate (5) 12:25;13:1,13,14; 27:13

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F

fact (2) 25:4;28:24factors (1) 24:13

Factor's (1) 32:14factually (1) 20:7fail (1) 21:23failure (3) 19:14,22;20:24faith (1) 11:3far (3) 14:13;15:1;21:8fashioned (1) 27:16February (1) 6:5feel (3) 5:8;23:24;32:12fees (2) 13:5;14:1few (1) 3:4fiduciaries (1) 13:13file (4) 9:23;33:24;34:2, 15filed (19) 8:2,13,19;9:8,10, 11,14,15,17;10:4,7, 17,20,23,24;12:9; 13:15;31:1,3filing (5) 6:4;10:9,18,21; 34:3filings (2) 9:4;10:24final (1) 7:16Finally (2) 22:8,14finds (1) 28:2fine (2) 29:18;32:16finishes (1) 15:5firm (4) 3:11,12;29:2; 31:13first (8) 3:5;8:8;15:1; 19:19;23:21;24:1; 26:16,22five (2) 5:9;9:24Foley (1) 31:13folks (1) 31:14following (4) 22:21;27:2;28:18; 34:18

font (1) 28:4food (1) 25:16form (6) 14:21;19:14;27:2, 4,12;34:23formal (3) 15:21;16:4,6forms (1) 35:3forth (2) 19:16;34:4found (3) 20:21;27:10,15Friday (8) 8:2;10:4,21,24; 12:10;17:6;34:2,20full (2) 9:22;24:11further (8) 7:9;13:24;22:2,15; 26:10;30:6;31:16,18

G

general (2) 33:16,21gets (1) 35:6given (1) 18:24gives (1) 24:6giving (1) 23:7global (3) 13:6,10;14:1goes (2) 25:5;27:9Good (16) 3:1,2,7,9;6:22,23; 11:3;15:1,2;17:16; 22:2;26:18,19;30:19, 21,24Gotshal (4) 3:10;5:25;6:21,24governmental (2) 8:21;33:19grant (2) 6:12;7:12granted (2) 7:10;12:15gross (1) 12:14group (1) 8:22guess (2) 24:23;26:22

H

hand (2)


(3) delay - hand



32:19,21handle (1) 4:12handled (1) 31:24handling (2) 3:12;31:6hands (1) 14:13happen (1) 35:12happening (1) 34:7happy (5) 4:12;7:7;17:5; 23:15;34:8headed (2) 34:8,9hear (18) 3:25;4:23;5:12; 7:23;15:11,12; 16:11;17:18,22;18:2, 3;26:5,10,16;29:11, 17,18;30:22heard (10) 13:20;14:10,15; 15:11;25:1,2;26:9, 23;32:16;33:4hearing (11) 8:4,17;9:10,20,22; 14:22;17:2;25:8; 32:4;34:10,19heavily (2) 21:5,20held (1) 20:24herself (1) 17:24high (1) 11:9Hoehne (46) 3:12;4:1,13;5:5, 12,15,21,24,24;6:13; 7:19,20,22,25;9:7; 11:14;14:11,13,17; 15:22;16:1,3;17:12; 25:3,13,17;26:2,5,7; 28:15,20;29:14,16, 19,24;32:10,11,11; 33:2,6,8,12,14; 34:22;35:7,12hold (1) 31:4holders (2) 12:15;20:10Honor (74) 3:2,7,13;5:24;6:2, 8,10,13,18,23;7:5,9, 13,23;9:2,5;10:25; 11:9,14;13:16;14:4, 6,17;15:2,3,14,24; 16:3,5,23;17:4,8,12, 18,20;18:2,5,20,22;

19:2,19;20:5;21:5; 22:8,21,24;23:3,15, 19;24:10,12;25:9,25; 26:5,7,19,21;27:15; 28:21,23;29:12,16, 19,20;30:1,21,24; 32:11;33:8,14; 34:22;35:7,12,16hope (1) 7:23hopeful (2) 8:25;32:5hopefully (2) 32:14;34:9hypothetical (1) 8:9

I

impaired (1) 23:12implicitly (1) 21:21implied (1) 18:14important (2) 19:4,4imposed (1) 11:25imposition (1) 18:10impression (1) 29:2inaction (3) 19:14,20;21:13inattentiveness (1) 21:13inclination (1) 32:1inclined (2) 25:6;29:4include (2) 33:4,22including (2) 24:25;31:15inclusion (2) 18:20;20:19inconsistencies (1) 31:5inconsistent (1) 19:21incorporated (1) 11:7Indeed (1) 8:10indenture (2) 13:5;14:1indiscernible (1) 12:21inevitable (1) 21:14informal (8) 10:6;11:1,4,15;

12:3;13:22;14:18; 25:2information (9) 4:2,7;8:9;10:13; 24:6;29:6,9;32:17,25informed (1) 8:10initial (2) 9:8;10:9instead (1) 21:12instructive (1) 20:21insurance (9) 10:14;15:16;25:1; 26:3;29:14;30:12,13, 14;31:1insured (4) 16:18;30:13;31:6, 23insurers (9) 8:22,23;16:13; 29:25;30:5,7,17; 31:1,22intended (2) 18:7,14interest-holders (1) 23:13interests (3) 12:15;19:6;22:4interference (2) 13:25;34:4interruption (1) 6:4into (1) 12:9investigations (1) 12:6investor (2) 8:10;19:13investors (2) 19:4;21:17involved (1) 20:8irony (1) 4:17issue (15) 16:9,10;18:12,19; 19:3;20:18,21;24:2, 8,16,21;25:5,14; 28:8,11issues (11) 4:13;9:3;11:5; 14:3;16:19,21;25:2; 27:13,18;31:6;32:15item (1) 6:25

J

Janiel (1) 6:23January (1)

33:19join (1) 5:11joined (1) 3:10Judge (2) 14:14;35:10judicial (1) 27:17jurisdictions (1) 20:21justify (1) 18:10

K

KCC (2) 9:17;14:23knows (1) 18:22

L

lack (1) 21:17language (9) 12:9;13:8;27:20, 22,23,24;28:4,14,16Lardner (1) 31:14last (4) 24:23;31:15; 34:25;35:13lastly (1) 10:21late (1) 31:15later (6) 8:18;14:7;15:8,20; 27:18;32:2law (4) 19:17,23;28:13; 29:3Lawhorn (1) 3:11lease (1) 7:1leave (1) 29:1leaves (1) 29:14legitimate (1) 23:8lengthy (2) 29:1,2less (3) 5:8;15:22;20:10level (1) 11:9liabilities (2) 11:17,23liability (1) 13:1

likely (1) 22:3limited (4) 11:12;12:15; 13:12;15:23limits (1) 7:6line (4) 17:15,17;18:1; 26:4list (1) 9:21listening (1) 24:3litigation (3) 10:14,15;33:23little (2) 15:7,20logic (2) 22:18,21longer (1) 18:17looked (3) 20:20;34:17;35:1looking (2) 25:17;34:14lot (2) 34:7,7lucky (1) 5:17

M

ma'am (2) 4:23;18:1magic (1) 5:14makes (4) 18:16,21;22:9; 26:15making (1) 30:12managed (1) 5:17Manges (2) 5:25;6:24manifests (1) 21:19manufacture (1) 21:3many (3) 8:15;25:12;35:3mark (1) 34:20markets (1) 20:15master (4) 9:20;18:9,18; 24:13materials (1) 35:8matrix (1) 9:22


(4) handle - matrix



matter (11) 3:5;4:13;6:16; 7:16;18:20;24:5; 27:12;28:13;29:3; 34:13,25matters (5) 3:4;9:14;14:12; 26:25;30:8may (12) 5:8;7:14;8:24; 11:24;13:20,21,24; 20:7;28:15;30:9; 33:7,17meaning (1) 21:18mechanism (2) 16:7;17:1memorandum (1) 23:22mention (1) 14:17mentioned (1) 29:25message (2) 4:4,21met (1) 35:11microphone (1) 4:25might (2) 21:23;31:10million (1) 33:22mind (1) 17:11mine (1) 24:1minimis (1) 7:3minor (1) 12:20minutes (1) 5:9Missouri (1) 19:23mistake (1) 21:13modification (1) 12:8modified (1) 27:8modify (1) 12:13more (3) 16:22;26:15;28:8morning (14) 3:1,2,7,9,13;6:22, 23;15:1,2;17:16; 26:18,19;30:19,21Mortgage (3) 18:9,18;24:13most (8) 8:23;11:7;13:17;

16:15;24:25;30:2,4; 35:10mostly (1) 12:22motion (20) 3:13;5:4,22;6:10, 12,17,19;7:1,8,10, 12;9:12,19;10:2,23; 14:19;23:11,21; 33:24;35:1move (1) 11:10much (3) 26:7;33:8;35:15must (2) 19:24;23:13mute (1) 3:15muted (3) 15:15;17:24;18:1Myers (6) 6:18,22,23,23; 7:13,15myself (1) 29:17

N

name (1) 23:18narrow (1) 11:4nature (1) 31:19necessarily (2) 24:15,20need (7) 12:13;13:24; 17:15;18:18;29:16; 32:9;34:18neglected (1) 14:17negligence (1) 12:14negotiate (1) 14:4negotiated (2) 7:6;12:9negotiates (1) 28:9neutrality (1) 30:12New (1) 21:4next (2) 6:16;29:24night (1) 31:15ninety-day (1) 6:2ninety-eight (1) 20:11nonconsensual (2)

18:8;19:13nondebtor (7) 11:24;12:7;18:7, 23;19:3,19;23:8none (3) 21:3,19;23:25non-ECF (1) 14:19note (4) 12:8;20:8;22:15; 26:12notice (15) 8:5;9:9,13,19,21, 23;10:18,21;17:2; 21:2,18,25;22:3; 34:3;35:3noticing (1) 9:17noting (1) 13:9November (3) 3:3;8:3;33:18number (17) 3:24;9:8,9,10,14, 18;10:3,5,6,19,21,23, 24;21:22;31:11,12; 35:5numbered (1) 35:4numbers (1) 9:15

O

objected (4) 6:7;7:5;16:23,24objecting (2) 16:13;17:10objection (16) 8:6,19,24;10:1; 13:15,19;15:21; 17:3;24:22;26:8,13; 29:5,10;30:20;31:2,3objections (25) 8:14,15,16,20,25; 9:24;10:7,20;11:12; 14:20;15:4,22,23; 16:4,6,11,16;18:5,6; 25:7;30:5,10;32:4; 34:4,16objector (2) 26:16;28:10objectors (1) 17:7objects (1) 27:4obligation (1) 11:25observations (2) 23:23;32:10observed (1) 31:5obtained (2)

21:9;27:11October (2) 9:7,11offer (3) 19:22,23,24Office (3) 26:13,20;34:18omnibus (2) 10:20;33:24once (2) 25:20;32:11one (12) 13:21;14:15; 16:22;19:4;20:12, 13;27:2;28:22; 29:11;32:19;34:25; 35:13only (5) 18:24;20:10;22:4; 23:10;25:18open (1) 9:3opportunity (6) 18:24;24:1,17; 26:14;27:6;28:19opposition (1) 4:18opt (5) 18:17;19:12,14; 20:24;23:13opt-in (6) 21:12;23:10; 24:19;27:15;28:2; 29:7opt-in/ (1) 25:14opting (1) 18:25opt-out (20) 16:7,25;18:14,21; 20:3,19,22;21:1,8, 10,11,18,23;24:12; 25:15;26:8;27:8,11; 28:3;29:8opt-outs (1) 21:12order (13) 6:14;7:14;8:1; 12:23,24;14:21; 19:24;23:14;24:16; 33:2,6;34:23;35:2orders (2) 20:2,4OTC (1) 20:14others (1) 24:25Otherwise (2) 7:9;33:7out (9) 4:13;11:21;18:17; 19:12,14;20:25; 25:1;26:25;27:9

outlined (2) 30:2,3over (2) 16:13;30:16override (1) 12:22overrule (1) 16:11overview (2) 11:11;17:4owned (1) 20:12

P

pages (2) 35:4,5papers (3) 6:8,11;30:4paragraph (3) 10:3;25:20;30:15part (2) 21:14,15particular (5) 19:8;20:8;21:1,16; 26:11Particularly (1) 21:24parties (9) 11:6;13:23;16:24; 17:10;18:24;20:5; 22:6;23:8;28:5parts (1) 27:23party (3) 6:7;7:5;22:17Pause (6) 3:19;4:9,16,20,22; 5:2pay (1) 22:2payment (1) 13:4PBGC (4) 10:10;11:2,23; 13:17PBGC's (3) 10:12;11:15;12:4pension (4) 10:11;11:18,20; 12:1people (1) 5:8percent (1) 20:11Perfect (2) 29:19,24perhaps (1) 20:6period (5) 6:5,6;9:23;10:1; 17:3permissible (2)


(5) matter - permissible



18:9,16permit (1) 32:25permitted (1) 35:9person (3) 11:24;12:7;35:11pertaining (1) 13:22petition (1) 12:17petty (2) 34:13;35:10phone (3) 3:11;17:17;18:1piece (1) 24:4plain (1) 19:18plan (58) 6:3;8:6;9:8,14,19; 10:4,8,11;11:2,8,18, 19,19,20,22,25;12:1, 3,16,20,22,23;13:4,9, 11,14;14:3;16:8,14, 17;17:4,6,7;18:8; 19:6,8,9;20:19;22:1, 5,10,11,13,16,17,20, 23,25;23:1,6,12; 28:9;30:1,15;31:7, 19,22;34:6plans (1) 20:2pleading (1) 7:12please (10) 5:23;6:15;7:14; 14:16;17:17;24:9; 26:4;30:20;33:2,6pledge (1) 25:23Plevin (4) 7:20;16:12;32:14, 20pm (2) 34:17,21point (2) 26:11;31:17points (1) 6:9police (1) 12:5pool (1) 10:16portion (1) 27:25position (5) 5:19;22:22;24:24; 26:24,25possible (1) 33:7post- (1) 12:16

post-confirmation (1) 31:22posted (1) 14:23powers (1) 12:5precedent (1) 20:4predicate (1) 13:5prefer (3) 6:10;11:10;28:2premature (1) 8:16prepare (1) 33:2prepared (5) 6:9,12;7:12;16:10; 32:23present (4) 6:9;7:18;29:5; 30:20presentation (2) 14:7;23:22presenting (2) 5:3;6:19preserve (1) 25:7preserving (1) 30:9pressure (1) 5:8presumed (1) 22:19pretty (1) 23:4primary (2) 6:9;8:8principles (3) 19:17,21,21prior (2) 24:16;32:15privately (1) 20:9problem (1) 17:25procedure (3) 6:16;21:11;27:8procedures (7) 7:2;8:4,6;9:13; 16:25;21:8;34:5proceed (2) 14:16;33:1proceedings (2) 12:6;35:18process (5) 18:14;21:10,15; 25:15;33:15professionals (1) 32:3promise (1) 15:25pronouncing (1)

23:18properly (1) 8:16property (1) 7:1proposals (1) 31:17proposed (7) 6:3;16:25;17:2; 27:8;30:10;31:10,11prosecute (1) 6:3provide (4) 14:19;18:25; 23:12;26:13provided (7) 12:16,23;13:6; 14:18;16:20;29:10; 32:17provides (1) 32:24providing (1) 31:21provisions (3) 11:22;27:7;30:12proviso (1) 12:12public (2) 19:4;20:15publicly (1) 20:13purchase (2) 12:17,18purchaser (4) 11:3;12:24;13:17; 33:25purchaser's (1) 12:21purposes (1) 13:23pursuant (1) 10:1pursue (1) 23:8put (2) 27:19;28:16

Q

qualified (3) 10:11;11:18,20qualify (1) 20:25quite (2) 5:15,18

R

raise (1) 32:21raised (8) 14:13;16:7;25:2; 26:8,13;30:5,8;32:19

Raising (1) 27:12ramifications (1) 21:18Rather (3) 8:20;29:7;31:4reach (2) 11:3;25:14reached (1) 25:1read (4) 6:8;24:22;28:25; 29:2reality (1) 8:15really (6) 19:18;22:5,9;24:8, 17;31:20reason (2) 21:11;22:5reasoned (1) 22:15reasoning (2) 21:6,7reasons (4) 8:8;10:2;21:22; 27:2recall (1) 33:17receive (3) 13:3;19:6;23:6received (3) 8:20;11:1;33:15receives (1) 21:25receiving (1) 21:25recently (1) 20:24recipient (1) 35:5recognize (2) 20:1;21:21recognized (2) 21:1;22:9recognizing (1) 24:10record (3) 3:8;9:4;10:25recorded (1) 20:17records (2) 11:20;12:1recovery (1) 10:15red-line (1) 10:17reduce (1) 10:1references (1) 13:13reflected (2) 10:17;34:23

regarding (3) 10:13,13;11:16register (2) 28:7;34:5regularly (1) 19:2regulatory (1) 12:5reiterated (1) 32:12reject (11) 19:11,12,22;22:10, 11,18,19,25,25;23:1; 33:24rejected (1) 22:20rejection (1) 33:23related (5) 9:8,14;10:5;13:23; 16:16relates (1) 22:4relating (1) 17:2relatively (1) 7:3release (3) 11:21;17:1;23:4releases (29) 12:14;16:8;18:8,8, 11,16,21,23;19:1,3,9, 10,13,15,20;20:3,19, 22,25;21:9,24;22:13, 17,24;23:1,13;24:12, 18;28:1relief (1) 7:6rely (2) 21:6,20relying (2) 21:13,16remaining (4) 9:3;13:2,21;16:21remedies (2) 27:16;30:14removing (1) 13:13renders (1) 20:19reply (5) 10:20;23:25; 29:20;30:4;34:16represent (2) 15:15;30:25represented (2) 19:5;23:6representing (1) 30:17request (2) 6:7;23:11requested (3) 6:2;7:5;10:10


(6) permit - requested



require (1) 31:10required (2) 8:12;30:14requirement (1) 21:2requiring (2) 24:19;31:20reread (1) 25:23rescission (1) 12:18reserve (1) 8:25reserving (1) 32:4resolicitation (3) 27:14;31:10,20resolution (1) 11:4resolve (8) 9:1;11:14;12:3,21; 16:6;30:1,4;32:14resolved (7) 8:23;13:17,17,18; 16:15;32:5,6resolving (1) 25:12respect (11) 8:23;12:17;14:12; 16:7;20:3;21:16; 22:4,8;25:14;30:12; 32:17respectfully (1) 23:11respond (3) 14:25;17:10;26:10response (5) 11:12;13:4;24:8; 26:16;32:9responses (1) 15:4retail (1) 21:17retain (1) 12:1retirement (1) 13:2review (1) 9:4revised (3) 8:2;10:4;23:12revisions (4) 31:9,12,16,18Right (4) 5:1;16:4;28:6; 30:22rights (1) 22:6risk (2) 24:11;28:9RISKE (18) 3:7,8,10,17;4:10,

12,19;5:5,14;6:16, 18,21;7:17,19;33:10, 11;35:13,15Rob (1) 3:8rule (3) 6:10;10:1;22:24rushing (1) 4:10

S

sale (4) 6:16;12:17,18,22same (2) 22:11,18satisfied (2) 34:3;35:5satisfy (1) 18:18save (1) 29:21SBA (2) 17:14;28:10scenes (1) 33:13schedule (1) 34:18scheduling (1) 8:4scope (1) 13:12SEC (5) 8:21;11:3;12:6,11; 16:6second (3) 6:25;8:15;15:7SEC's (3) 12:3,4;13:18Section (2) 8:13;30:15securities (1) 12:18seeking (2) 8:1;18:13seem (1) 25:18seems (2) 24:25;28:7sell (2) 7:1,2send (3) 4:4;6:14;33:3sense (3) 19:18;22:10;26:15sent (3) 4:21;14:22;25:23separate (2) 15:15;25:20served (3) 9:11,20,22service (3) 9:18,21;10:23

set (5) 19:16;21:9;33:18; 34:4;35:6settlement (3) 13:6,10;14:2several (1) 35:3shareholder (6) 21:22,25;22:2,10, 18,24shareholders (8) 18:15,17;19:5,6, 11;20:16;21:14;23:5shareholder's (1) 22:3shares (1) 20:14short (3) 6:9,14;7:8shortened (1) 9:23shortly (1) 34:19showing (1) 14:6sic (6) 3:3;7:21;17:14; 21:10;22:20;28:10significant (2) 3:5;35:1significantly (1) 8:19silence (2) 19:14,20similar (2) 12:4;26:13similarly (1) 22:24simple (2) 21:10;23:4simply (3) 20:25;23:7;25:13Sirena (1) 26:19size (1) 27:14slightly (2) 10:4;12:13small (2) 24:4,7solicitation (13) 6:5;8:3;10:2; 12:11;14:19;16:25; 24:16;25:5;27:3,9; 33:1;34:5;35:8soon (1) 33:7sorry (1) 18:4sorts (1) 4:13sought (2) 27:3;30:1

sounds (1) 16:4Southern (1) 21:4speak (1) 15:19specific (2) 7:8;20:18specifically (1) 28:14specify (1) 34:17spot (1) 27:19spots (1) 15:15stage (2) 27:1,5standards (1) 18:18start (1) 17:13statement (42) 5:4;7:17;8:2,7,9, 12,20;9:9,10,12,19, 19,20,21,24;10:5,7,9, 18,22;11:2,8,16; 16:14,20,24;17:6; 24:5;25:18;27:20; 28:17,25;30:2,9; 31:2,7,25;32:18,24; 33:3,20;35:2statements (1) 23:14station (1) 31:4status (1) 16:5statutory (1) 13:6stemming (1) 11:16still (9) 4:23;7:23;13:20, 21,24;24:3;28:24; 34:7,8stock (2) 20:10,13store (1) 11:19straightforward (1) 23:5strata (1) 24:7Stratton (2) 3:4;5:25strictly (1) 28:13strikes (1) 28:13struck (1) 28:24subject (3)

7:8;24:13;31:14submit (3) 9:25;14:19,22submitted (3) 12:10;17:5;34:23substantive (1) 15:22substantively (1) 29:21sufficient (1) 24:6suggest (1) 28:16suggestion (1) 31:25suggestions (1) 11:13summaries (1) 10:8summary (2) 6:9;7:8SunEdison (1) 21:21support (2) 23:22;34:15supported (1) 19:16supporters (1) 17:7supporting (1) 6:10suppose (3) 24:10;26:2;28:16sure (7) 5:15;26:15;28:3,4, 14;34:23;35:4

T

talk (1) 28:19technical (1) 4:13telling (1) 15:22ten (1) 5:9termination (2) 10:11;11:18Thanks (2) 4:6;15:24thereafter (1) 34:19therefore (3) 19:13;20:20;24:13third- (1) 22:16third-party (8) 16:8;18:7;19:3,15; 20:25;21:9;22:12; 27:25thirty (1) 20:10


(7) require - thirty



though (1) 29:1thought (2) 25:17;31:7thousands (3) 20:14,15;21:17three (2) 17:10;27:10thresholds (1) 7:9Thus (1) 21:18timeline (1) 34:14Title (1) 11:23Today (8) 3:3;7:25;11:5; 16:10;32:1;33:4,10, 13today's (1) 14:22told (3) 12:10;15:1;32:19Tom (1) 3:8took (1) 21:7topic (2) 26:9;29:24total (1) 33:21towards (2) 34:9,9traded (3) 20:9,13,14train (1) 31:4transfer (1) 7:3Transportation (2) 15:16;30:25treat (1) 29:10Trustee (15) 8:21;11:2;13:4,22, 25;14:5,18,23;16:7; 24:25;26:3,20;27:4; 28:10,18trustee's (6) 13:5,15,19;14:1; 15:21;26:12try (1) 3:16turn (2) 16:4;30:16twenty-three (1) 9:25two (6) 8:8,20;15:15;27:6, 22;31:1

U

ultimately (1) 14:3unambiguous (2) 18:25;23:9under (13) 8:13;11:19,23,23; 16:8;18:9;19:6,8,23; 22:1;23:6;24:6;33:1understood (1) 25:10unequivocal (2) 19:24;23:9unfunded (1) 11:17UNISON (1) 3:2units (1) 33:19unless (5) 6:10;7:11;11:9; 12:23;23:12unliquidated (1) 33:23unmute (4) 17:15,17;26:4; 29:17unsecured (1) 33:21up (11) 15:3,6;17:7;22:12; 23:7;24:16;25:22; 31:4;34:5,13,13update (2) 16:5;33:15updated (4) 10:8,8,15,16updates (2) 10:6;33:12use (1) 7:1used (2) 21:10,11users (1) 14:19using (1) 21:12

V

value (2) 7:4;22:12version (1) 8:2versions (2) 9:15;12:11video (1) 3:22view (3) 18:23;19:16;24:18vote (6)

19:7,8,11;21:23; 22:1;23:7voted (1) 13:11votes (5) 22:11,16,18,23,25voting (4) 8:4;19:10;21:15; 34:6

W

wait (1) 15:5walk (3) 11:8;14:6;17:5wants (1) 17:8way (1) 23:10website (1) 14:24week (2) 24:23;32:2weekend (1) 16:13weigh (1) 33:5Weil (7) 3:10,12;5:24;6:21, 24;31:13;35:10welcome (1) 32:8weren't (1) 20:12What's (2) 17:25;26:2Whereupon (1) 35:18who's (5) 7:17;21:22;22:10, 19,25Wilson (16) 4:15;14:25;15:2,9; 26:3,8,18,19,19,25; 27:22;28:21,23; 29:12,13;33:4wind-down (3) 12:25;13:1,14wish (4) 14:9,25;15:10; 32:16wished (1) 24:23wishes (2) 14:15;33:5without (1) 6:4work (6) 4:14;5:16;16:18, 19;30:11;34:8worked (3) 11:3;25:12;34:2

working (2) 13:21;27:23writing (1) 14:20written (1) 29:8

Y

year (2) 12:1;34:11York (1) 21:5

1

1 (1) 11:2310.7 (1) 12:1610:48 (1) 35:181066 (1) 9:81067 (1) 9:91068 (1) 9:101070 (2) 9:14;10:31071 (1) 9:151072 (1) 9:161086 (1) 9:1810th (1) 9:111125 (1) 8:131125a (1) 24:61129 (1) 25:61129a1 (1) 32:251211 (1) 10:51212 (2) 10:6,191213 (1) 10:211214 (1) 10:231215 (1) 10:2412th (1) 3:315th (1) 6:516 (1) 34:2116th (1)

34:1517th (1) 6:618th (1) 8:519th (1) 33:19

2

2,500 (1) 33:162020 (3) 8:5;9:7;20:242021 (2) 6:5,623rd (1) 33:1825 (1) 10:3

3

3 (2) 34:17,21

6

6th (1) 8:3

7

7.9 (1) 30:15748 (1) 33:22

9

9060 (1) 10:19th (1) 9:7


(8) though - 9th


Case 20-43597 Doc 1228 Filed 11/10/20 Entered 11/10/20 08 ...

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