Frank L. Kurtz
So Ordered.
______
Bankruptcy Judge
Chapter 11
FINDINGS OF FACT AND
CONCLUSIONS OF LAW RE:
CONFIRMATION OF FIRST
AMENDED PLAN OF
REORGANIZATION
This matter came on for hearing upon the First Amended Plan of Reorganization that was filed by Entertainment Concepts LLC (the "Debtor") on December 14, 2012. The Court considered the comments of counsel, and the records and files herein, including the following:
■ First Amended Disclosure Statement
[Docket No. 99];
■ First Amended Plan Of Reorganization [Docket No. 125]; ■ Order Granting Conditional Approval of First Amended Disclosure Statement And Setting Confirmation Deadlines [Docket No. 104];
■ Notice Of Hearing On Amended Disclosure Statement And Confirmation Of Plan Of Reorganization, Time For Objecting To Amended Disclosure Statement Or Plan Of Reorganization, Time For Filing Ballots [Docket No. 105];
■ List Classifying Claims And Interests [Docket No. 103];
■ Motion to Dismiss or Convert Chapter 11 Proceeding and Objection to Confirmation of Chapter 11 Plan [Docket No. 108, Docket No. 109, and Docket No. 110];
■ Report Of Balloting [Docket No. 121];
■ Ballot Summary [Docket No. 121-1];
■ Objection to Confirmation of Chapter 11 Plan [Docket No. 122]; and
■ Declaration Of Matthew Goodwin In Support Of Confirmation Of First Amended Plan Of Reorganization [Docket No. 126].
Based on the foregoing, the Court enters the following FINDINGS OF FACT:
1. The Debtor filed a First Amended Disclosure Statement (the "Disclosure Statement") and a First Amended Plan Of Reorganization (the "Plan") on October 22, 2012 and December 14, 2012.
2. On November 1, 2012, following appropriate notice, the Court entered an Order Approving First Amended Disclosure Statement And Setting Confirmation Hearing (the "Order").
3. The Debtor transmitted the Disclosure Statement, the Plan, and related materials to the Master Mailing List on November 1, 2012.
4. The Plan contains no unusual classifications of claims or interest. Similar claims are classified together, and are treated equally within each class. The Plan provides the same treatment for each claim or interest within a particular class.
5. The Debtor did not solicit acceptances or rejections of the Plan except as authorized by the Order.
6. The Debtor's Plan proposes to pay secured and priority claims in full, and to pay general unsecured creditors in full, as set forth in the Plan.
7. The Plan has been proposed in good faith and not by any means forbidden by law.
8. The compensation of Davidson Backman Medeiros PLLC and Jeff Kavadias CPA, PC for services rendered through the Confirmation Date will be subject to Court approval after notice and hearing. Davidson Backman Medeiros PLLC and Jeff Kavadias CPA, PC will be employed after confirmation at their normal and usual hourly rates, plus reimbursement for expenses.
9. The Debtor will continue operating its business. There will be no other insiders employed or retained after reorganization, other than those that have been previously disclosed. The continuance in office of such individuals is consistent with the interests of creditors and equity security holders and with public policy.
10. The Plan provides for no rate changes after confirmation of the Plan with any governmental regulatory commission with jurisdiction over the rates of the Debtor.
11. The United States of America, Internal Revenue Service (the "IRS"), by and through Rolf H. Tangvald, Assistant U.S. Attorney, filed a Motion to Dismiss or Convert Chapter 11 Proceeding and Objection to Confirmation of Chapter 11 Plan on November 6, 2012 under Docket No. 108, Docket No. 109, and Docket No. 110. The IRS and the Debtor have resolved the objection and the motions filed by the IRS based on the treatment of the claims of the IRS as set forth in the Plan, as indicated by the signature of the attorney for the IRS on the Order Approving Disclosure Statement and Confirming Plan of Reorganization filed herewith (the "Confirmation Order").
12. Columbia State Bank (the "CSB"), by and through Alexander Klienberg, filed an Objection to Confirmation of Chapter 11 Plan on December 5, 2012 under Docket No. 122. CSB and the Debtor have resolved the objection filed by CSB based on the treatment of the claims of CSB as set forth in the Plan, as indicated by the signature of the attorney for CSB on the Confirmation Order.
13. No other objections to confirmation of the Plan were filed.
14. Class 2 and Class 3 under the Plan are impaired. All voting Class 3 claimants will have voted to accept the Plan upon entry of the Confirmation Order, resulting in acceptance of the Plan by one hundred percent (100%) by amount and one hundred percent (100%) by number of those claimants that voted. Only Class 3 claimants under the Plan voted.
15. According to the Declaration of Matthew Goodwin and the Liquidation Analysis, creditors will receive a greater distribution under the Plan than would be received if the assets of the Debtor were liquidated by a Chapter 7 Trustee or by any other means.
16. The Plan provides for the financial reorganization of the Debtor. Confirmation of the Plan is not likely to be followed by the need for further financial reorganization of the Debtor.
17. The Plan provides for payment of administrative claims upon allowance by the Court.
18. The Plan provides for payment of all U.S. Trustee fees when due, through the closing of the case.
19. The Debtor sponsors no retiree benefits.
20. The Debtor is a limited liability company debtor engaged in business.
Based on the foregoing FINDINGS OF FACT, the Court enters the following CONCLUSIONS OF LAW:
1. The Plan has been accepted in writing by the creditors and equity security holders whose acceptance is required by law; and
2. The provisions of Chapter 11 have been complied with; the Plan has been proposed in good faith and not by means forbidden by law; and
3. Each holder of a claim or interest has accepted the Plan or will receive or retain under the Plan, property of a value, as of the Effective Date of the Plan, that is not less than the amount that such holder would receive or retain if the Debtor were liquidated under Chapter 7 of the Code on such date, or the Plan does not discriminate unfairly, and is fair and equitable with respect to each class of claims or interests that are impaired under the Plan and has not accepted the Plan; and
4. All payments made or promised by the Debtor by a person issuing securities or acquiring property under the Plan or by any other person for services or for costs and expenses in, or in connection with, the Plan and incident to the case, have been fully disclosed to the Court and are reasonable or, if to be fixed after confirmation of the Plan, will be subject to approval of the Court; and
5. The identity, qualifications, and affiliations of the persons who are to be directors or officers, if any, of the Debtor after confirmation of the Plan have been fully disclosed, and the appointment of such persons to such offices or the continued appointment of such persons to such offices, or their continuance therein, is equitable and consistent with the interests of the creditors and equity security holders and with public policy; and
6. The identity of any insider that will be employed or retained by the Debtor and their compensation has been fully disclosed; and
7. Confirmation of the Plan is not likely to be followed by the need for further financial reorganization of the Debtor; and
8. The Plan shall be substantially consummated pursuant to 11 U.S.C. § 1101(2) upon assumption by the Debtor of the management of the property dealt with under the Plan, upon full payment of all administrative expenses, and upon the conclusion of all adversary and contested matters.
End of Order
Presented by: DAVIDSON BACKMAN MEDEIROS PLLC ________________________
Bruce K. Medeiros, WSBA No. 16380
Attorney for Entertainment Concepts LLC