Relevant Document:Agenda
During the REMA debtors’ first day hearing, Judge David Jones granted all of the debtors’ requested first day relief, subject to minor modifications to certain orders. None of the motions before the court were contested, and all parties said that the process has been collaborative and constructive from the outset. Judge Jones indicated that he had not yet approved the debtors’ notice of complex cases, as he wanted to “make a tweak to the language” before entering an order, but that he had “no fundamental issue [with the motion] at all.”
Judge Jones granted the debtors’ scheduling motion, setting a confirmation hearing date for Nov. 1 at 4 p.m. ET with objections due by Oct. 29.
David Seligman of Kirkland & Ellis, on behalf of the debtors, provided the court with an overview of the case, describing how the NRG REMA debtors fit within the larger GenOn restructuring process. He noted that the debtors have already completed their solicitation process and have received votes from 100% of eligible claims to accept the debtors’ prepackaged plan. Additionally, Seligman announced that 92.5% of the holders of the pass-through trust certificates have signed up to an RSA, explaining that the remaining 7.5% have yet to be identified. Judge Jones asked Seligman whether the unidentified parties have been provided with adequate constructive notice, to which Seligman replied that the debtors have had “laser-like focus” on ensuring this is the case.
Next, Seligman explained that the REMA plan contemplated, broadly speaking, the rejection of two leveraged lease arrangements, the modification of the leveraged lease with the Shawville property and full payment of all general unsecured claims. Seligman noted that given the consensual nature of the restructuring and the fact that the regulatory process has already been put in motion,
“the debtors hope to emerge from bankruptcy before Thanksgiving.”
After admitting the
declaration of Mark A. McFarland into evidence, AnnElyse Gibbons of Kirkland presented the first day
“omnibus” motion, which would apply certain orders in the existing cases to the new cases. Gibbons highlighted that the debtors were not seeking any postpetition financing or a cash collateral order. Additionally, Gibbons stated that the debtors provided the motion to the U.S. Trustee well in advance of the bankruptcy filing and had a “constructive relationship with [the UST] throughout the process.” Gibbons noted that the UST supported the motion, and the UST’s suggested modification to the proposed order has been incorporated. Judge Jones opined that the debtors’ approach to the motion made “perfect sense from a practical perspective,” and he was “prepared to approve the motion” subject to the modification. He qualified that, however, adding that to the extent a party took issue with anything in the order, he would provide such a party with a subsequent opportunity to be heard on the matter.
Finally, W. Benjamin Winger of Kirkland presented the court with the debtors’ scheduling motion, which the court granted. Winger noted that the debtors would be submitting a revised confirmation notice with a modified third party release opt out notice after having coordinated with the UST and reaching an agreement on all issues in principle.
Kevin Epstein, on behalf of the UST noted that the parties would submit a revised order with the agreed-upon language, which Judge Jones said he would subsequently sign. Epstein also raised a procedural issue with respect to the debtors’ retention of Kirkland, and Judge Jones responded that he would allow any party to be heard should there be any objection raised.