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) Liquidating Debtors. )
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Objection Deadline: October 22, 2011 at 4:00 p.m. EST Hearing Date: November 16, 2011 at 3:00 p.m. EST
LIQUIDATING DEBTORS MOTION OF ORDER DEEMING CERTAIN CLAIMS SATISFIED AND CERTAIN CLAIMS PARTIALLY SATISFIED
The above-captioned liquidating debtors (the "Liquidating Debtors") hereby move (the "Motion") the Court for the entry of an order, pursuant to section 105(a) of title 11 of the United States Code (the "Bankruptcy Code") holding that the claims listed on Exhibits A and B attached hereto have been satisfied by payment of the amount owed to the claimants holding those claims and that the claims listed on Exhibit C attached hereto have been partially satisfied by payment of part of the amount owed to the claimants holding those claims. In support of the Motion, the Liquidating Debtors respectfully state as follows
Jurisdiction
This Court has jurisdiction over this Objection pursuant to 28 U.S.C. 157 and 1334. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief sought herein are 102 and 105.
The Liquidating Debtors in these cases, along with the last four digits of each of the Liquidating Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); and Pacific Energy Alaska Operating LLC (7021).
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Background 2. On March 9, 2009 (the "Petition Date"), the Liquidating Debtors and
various affiliated companies (together with the Liquidating Debtors, the "Debtors") commenced their cases by filing voluntary petitions for relief under chapter lithe Bankruptcy Code (the "Chapter 11 Cases"). No trustee or examiner was appointed in any of the Chapter 11 Cases and the Debtors operated their businesses as debtors in possession during their Chapter ii Cases. The Chapter 11 Cases were jointly administered for procedural purposes only. 3. The Debtors Plan of Liquidation was confirmed by order of this Court
entered on December 15, 2010 and the Plan of Liquidation became effective on December 23, ,I1EI 4. On May 5, 2009, the Court entered the Order (a) Fixing the Procedures
and Deadlines to File Proofs of Claim, (b) Approving the Form and Manner of Notice of Bar Dates, and (c) Granting Related Relief (Docket No. 277) ("Bar Date Order"). The Bar Date Order established the bar dates of (i) June 23, 2009 for claims arising prior to the Petition Date, which includesadministrative expenses against the Debtors estates arising under Bankruptcy Code 503(b)(9), and (ii) September 8, 2009 for claims of any Governmental Unit arising before the Petition Date. 5. On May 9, 2009, the Debtors claims and noticing agent served (i) a
"Notice of Bar Date for Filing Proofs of Claim" that was approved by the Court in the Bar Date Order, and (ii) a proof of claim form on all parties listed on the Debtors creditor matrix. (Affidavit of Service, filed May 14, 2009 at Docket No. 308.)
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Relief Requested and Basis for Such Relief 6. Each of the claims listed on Exhibits A and B attached hereto (the "Fully
Satisfied Claims") have previously been satisfied by payments made by the Debtors or the Liquidating Debtors, as the case may be, in the full amount of what was actually owed on the Fully Satisfied Claims. Further each of the claims listed on Exhibit C attached hereto (the "Partially Satisfied Claims") have previously been satisfied in part by the payments made by the Debtors or the Liquidating Debtors, as the case may be, in the amount set forth on Exhibit C. 7. Because the Fully Satisfied Claims have been satisfied, they are no longer
obligations of the Liquidating Debtors. Further, because the Partially Satisfied Claims have been paid in part, they are only obligations of the Liquidating Debtors to the extent they remain unpaid. In order to prevent any possibility of double payment, the Liquidating Debtors request that the Court enter an order holding that all of the Fully Satisfied Claims (see Exhibits A and B attached hereto) have been satisfied in full and that the Partially Satisfied Claims (see Exhibit C attached hereto) have been satisfied in part and are reduced to the amount remaining due as set forth on Exhibit C. Reservation of Rights 8. To the extent the relief requested herein is not granted as to any Fully
Satisfied Claim or Partially Satisfied Claim, the Liquidating Debtors expressly reserve the right to objection to such claims on any grounds that the Liquidating Debtors deem appropriate. No Previous Request 9. this or any other Court. No previous request for the relief set forth herein has been made to
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WHEREFORE, the Liquidating Debtors respectfully request that the Court enter its order deeming each of the claims listed on Exhibits A and B hereto to be satisfied and no longer an obligation of the Liquidating Debtors and each of the claims listed on Exhibit C hereto to be partially satisfied and only an obligation of the Liquidating Debtors in the remaining amounts due as set forth on Exhibit C hereto and granting such additional relief as is just.. Dated: September_, 2011 PACHULSKJ STANG ZIEHL & JONES LLP
Is! Scotta E.McFarland Ira D. Kharasch (CA Bar No. 109084) Maxim B. Litvak (CA Bar No. 215852) James B. OrNeill (Bar No. 4042) Scotta E. McFarland (Bar No. 4184) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharasch@pszjlaw.com mlitvak@pszyjlaw.com joneill@pszyjlaw.com smcfarland@pszjlaw.com
Counsel for Liquidating Debtors
DOCS_LA:244261.3 68773-003
) ) Liquidating Debtors. )
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Objection Deadline: October 22, 2011, 2011 at 4:00 p.m. ET Hearing Date: November 16, 2011 at 3:00 p.m. ET
NOTICE OF LIQUIDATING DEBTORS MOTION OF ORDER DEEMING CERTAIN CLAIMS SATISFIED AND CERTAIN CLAIMS PARTIALLY SATISFIED TO: (a) the Office of the United States Trustee; (b) persons who have filed the claims that are the subject of this Motion; and (d) those persons who have requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure. On September 22, 2011, the above-captioned liquidating debtors (the "Liquidating Debtors") in the above-captioned cases filed the attached Motion for Order
Deeming Certain Claims Satisfied and Certain Claims Partially Satisfied (the "Motion")
pursuant to sections 105(a) of title 11, United States Code, which requests the entry of an order holding that the claims listed on Exhibits A and B attached to the Motion have been satisfied by previous payment of the amounts owed the claimants and that the claims listed on Exhibit C have been partially satisfied by previous partial payment of the amounts owed the claimants. Objections and other responses to the relief requested in the Motion, if any, must be in writing and be filed with the Bankruptcy Court no later than 4:00 p.m. Eastern Time on October 22, 2011.
The Liquidating Debtors in these cases, along with the last four digits of each of the Liquidating Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); and Pacific Energy Alaska Operating LLC (7021).
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Any objections or other responses to the Motion, if any, must also be served, so that they are received not later than October 22, 2011 at 4:00 p.m. Eastern Time, upon: (i) the Liquidating Debtors counsel, (A) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica Blvd., 11th Floor, Los Angeles, California 90067-4100, Attn: Scotta E. McFarland (email: smcfarland@pszjlaw.com) and (B) Pachuiski Stang Ziehl & Jones LLP, 919 N. Market St., 17th Floor, Wilmington, Delaware 19801, Attn: James A. ONeill (email: joneillpszjlaw.com ). A HEARING ON THE MOTION WILL BE HELD BEFORE THE HONORABLE KEVIN J. CAREY, CHIEF UNITED STATES BANKRUPTCY JUDGE, 824 MARKET STREET, 5TH FLOOR, COURTROOM 5, WILMINGTON, DELAWARE 19801, ON NOVEMBER 16,2011 AT 3:00 P.M., ET. If you file a response to the Motion, you should be prepared to argue that response at the hearing. You need not appear at the hearing if you do not oppose the relief requested in the Motion. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING.
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Each claimant who has filed a claim that is subject to the Motion is receiving a copy of the Motion. Each claimant should read the Motion and should review the exhibits attached thereto, which lists all claims subject to the Motion. Dated: September 22, 2011 PACHULSKI STANG ZIEHL & JONES LLP
Is! Scotta E. McFarland Ira D. Kharasch (CA Bar No. 109084) Maxim B. Litvak (CA Bar No. 215852) James E. ONeill (Bar No. 4042) Scotta E. McFarland (Bar No. 4184) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: 302/652-4100 Facsimile: 310/652-4400 Email: ikharaschpszjlaw.com mlitvakpszyjlaw.com jonei11pszyjlaw.com smcfarland@pszjlaw.com
Counsel for Liquidating Debtors
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EXHIBIT "A"
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PAID
Name of Claimant
Comment
Payment Authority
S6251
$180.00
Paid pursuant to Order (I) approving sale of the debtors Beta assets free and clear of all liens, claims, encumbrances and other interests pursuant to sections 363(b), (f) and (m) of the bankruptcy code, (II) assuming and assigning certain executory contracts and unexpired leases: and (Ill) granting related relief (Docket No. 1239) Payment for Post petition invoice. Schedule incorrect.
S6963
$12,144.00
Paid pursuant to Order (1) authorizing the debtors to pay certain prepetition taxes and regulatory fees in the ordinary course of business and (II) authorizing banks and financial institutions to honor and process checks and transfers related thereto (Docket No. 38)
Name of Claimant
Comment
Payment Authority
Paid pursuant to Order (1) authorizing the debtors to pay certain prepetition taxes and regulatory fees in the ordinary course of business and (II) authorizing banks and financial institutions to honor and process checks and transfers related thereto (Docket No. 38)
C23
Franchise Tax Board Special Procedures Attn: Fred Heltzel, Bankruptcy Manager P.O. Box 2952 Sacramento, CA 95812-2952
$1,555.96
Paid pursuant to Order confirming first amended chapter 11 plan of liquidation for Pacific Energy Resources Ltd., et al., as modified (Docket No. 2086)
S6440
Hughes Network Systems P.O. Box 96874 Chicago, IL 60693-6874 Hyster Capital NMHG Financial Services P.O. Box 643749 Pittsburgh, PA 15264-3749
$681.30
Paid by employee
n/a
S6073
$1,453.46
Paid pursuant to Order (I) approving sale of the debtors Beta assets free and clear of all liens, claims, encumbrances and other interests pursuant to sections 363(b), (f) and (m) of the bankruptcy code, (II) assuming and assigning certain executory contracts and unexpired leases: and (Ill) granting related relief (Docket No. 1239)
Name of Claimant
Comment
Payment Authority
Kern County Treasurer-Tax Collector Attn: Linda Delgado P.O. Box 579 Bakersfield, CA 93302-0579
Paid pursuant to Order confirming first amended chapter 11 plan of liquidation for Pacific Energy Resources Ltd., et al., as modified (Docket No. 2086)
S6658
Landmark Square Co. LLC P.O. Box 56798 Los Angeles, CA 90074-6798
$8,094.66
Paid pursuant to Order (I) approving sale of the debtors Beta assets free and clear of all liens, claims, encumbrances and other interests pursuant to sections 363(b), (f) and (m) of the bankruptcy code, (II) assuming and assigning certain executory contracts and unexpired leases: and (Ill) granting related relief (Docket No. 1239)
C450
Long Beach City Controller c/o Gary Anderson 333 West Ocean Boulevard, 6th Floor Long Beach, CA 90802
$2,009.49
S6858
LS 111 West Ocean Co. LLC P.O. Box 56798 Los Angeles, CA 90074-6798
$988.00
n/a
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Schedule(S#) Claim(C#)
56660
Name of Claimant
Claim Amount
$14,989.00
Comment
Payment Authority
C491
Pitney Bowes Global Financial Services Attn: Eva Milanowski Pitney Bowes Inc. 27 Waterview Drive Shelton, CT 06484
$327.82
Paid pursuant to Order confirming first amended chapter 11 plan of liquidation for Pacific Energy Resources Ltd., et al., as modified (Docket No. 2086)
S6870
$1,218,994.63
S6127
$5,866.51
Paid pursuant to Order (I) approving sale of the debtors Beta assets free and clear of all liens, claims, encumbrances and other interests pursuant to sections 363(b), (f) and (m) of the bankruptcy code, (II) assuming and assigning certain executory contracts and unexpired leases: and (Ill) granting related relief (Docket No. 1239) Paid pursuant to Order authorizing, but not requiring, the payment of prepetition claims or critical vendors (Docket No. 39)
Schedule(S#) Claim(C#)
S6129
Name of Claimant
Claim Amount
$15,523.18
Comment
Payment Authority
S6470
$236,317.92
Paid pursuant to Order (I) approving sale of the debtors Beta assets free and clear of all liens, claims, encumbrances and other interests pursuant to sections 363(b), (f) and (m) of the bankruptcy code, (II) assuming and assigning certain executory contracts and unexpired leases: and (Ill) granting related relief (Docket No. 1239)
S6341
$84.77
Paid pursuant to Order (I) approving sale of the debtors Beta assets free and clear of all liens, claims, encumbrances and other interests pursuant to sections 363(b), (f) and (m) of the bankruptcy code, (II) assuming and assigning certain executory contracts and unexpired leases: and (Ill) granting related relief (Docket No. 1239)
Name of Claimant
Comment
Payment Authority
56142
$127.94
Paid check#8409 5/20/09 to Andrews Kurth LLP. Andrews Kurth LLP pays vendor
EXHIBIT "B"
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DOCS_LA:245054. 1 68773-003
Name of Claimant
Comment
Payment Authority
Paid pursuant to Order authorizing, but not requiring, the payment of prepetition claims or critical vendors (Docket No. 39)
S6701
$11,705.21
Paid pursuant to Conditional order (A) vacating this courts abandonment order in part for certain Alaska assets and (B) authorizing the debtors to sell certain Alaska assets (Docket No. 1157) and, paid pursuant to Notice of (I) effective date of conditional order (A) vacating this courts abandonment order in part for certain Alaska assets and (B) authorizing the debtors to sell certain Alaska assets and (II) closing on sale agreement (Docket No. 1211)
S5864
Cook Inlet Region, Inc. do Royalty Distributors,lnc. P.O. Box 24116 Tempe, AZ 85285
$52,662.54
Paid pursuant to Conditional order (A) vacating this courts abandonment order in part for certain Alaska assets and (B) authorizing the debtors to sell certain Alaska assets (Docket No. 1157) and, paid pursuant to Notice of (I) effective date of conditional order (A) vacating this courts abandonment order in part for certain Alaska assets and (B) authorizing the debtors to sell certain Alaska assets and (II) closing on sale agreement (Docket No. 1211)
S4271
Minerals Management Service Alaska OCS Region 3801 Centerpoint Drive, Suite 500 Anchorage, AK 99503
$2,956.77
Paid pursuant to Conditional order (A) vacating this courts abandonment order in part for certain Alaska assets and (B) authorizing the debtors to sell certain Alaska assets (Docket No. 1157) and, paid pursuant to Notice of (I) effective date of conditional order (A) vacating this courts abandonment order in part for certain Alaska assets and (B) authorizing the debtors to sell certain Alaska assets and (II) closing on sale agreement (Docket No. 1211)
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C178
Rim Alaska Archives Attn: Jonathan C. Kaplan 1300 West 56th Avenue #14 Anchorage, AK 99518
$769.10
Paid pursuant to Order confirming first amended chapter 11 plan of liquidation for Pacific Energy Resources Ltd., et al., as modified (Docket No. 2086)
S4284
$9,131.00
Paid pursuant to Order (1) authorizing the debtors to pay certain prepetition taxes and regulatory fees in the ordinary course of business and (II) authorizing banks and financial institutions to honor and process checks and transfers related thereto (Docket No. 38)
C190
Sweeneys Clothing Attn: Michael Sweeney 35081 Spur Highway Soldotna, AK 99669
$300.00
Paid pursuant to Order confirming first amended chapter 11 plan of liquidation for Pacific Energy Resources Ltd., et al., as modified (Docket No. 2086)
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EXHIBIT "C"
EXHIBIT C PERL
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Schedule(S#) Claim(C#)
Name of Claimant
Claim Amount
Payment Amount
Comment
Payment Authority
S6034
B.O.P. Products, LLC P.O. Box 692172 Houston, TX 77269-2172 Beecher Carlson Master Trust P.O. Box 933216 Atlanta, GA 31193-3216
$ 12,036.50
$ 11,400.00
$ 636.5
S6037
$ 128,990.87
$ 102,475.72
$ 26,515.15
Insurance broker Paid check#8592 6/10/2009 $26,515.15 and paid check#7999 3/18/09 $75,960.57
Paid pursuant to Order granting debtors the authority to (1) make payments pursuant to a prepetition insurance premium financing agreement, (2) enter into new premium financing agreements and pay related brokers fees (Docket No. 44)
56122
$ 24,871.51
$ 9,949.11
$ 14,922.40
DOCS_LA:245057. 1 68773-003
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PACIFIC ENERGY RESOURCES LTD., et al.,
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Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered) Related Docket No. ORDER GRANTING LIQUIDATING DEBTORS MOTION OF ORDER DEEMING CERTAIN CLAIMS SATISFIED AND CERTAIN CLAIMS PARTIALLY SATISFIED Upon consideration of the Liquidating Debtors Motion for Order Deeming
Liquidating Debtors
Certain Claims Satisfied and Certain Claim Partially Satisfied ("Motion")2 wherein the
Liquidating Debtors requested the entry of an order holding that the claims listed on Exhibits A and B attached to the Motion have been satisfied and that the claims listed on Exhibit C attached to the Motion have been partially satisfied in the amounts set forth in said Exhibit C, and it appearing that due and proper notice of the Motion has been given to all parties entitled to receive notice thereof; and it further appearing that the relief requested in the Motion is appropriate; IT IS HEREBY ORDERED, ADJUDGED AND DECREED that: 1. 2. The Motion is sustained in its entirety; All claims listed in Exhibits A and B to the Motion are deemed satisfied
The Liquidating Debtors in these cases, along with the last four digits of each of the Liquidating Debtors federal tax identification number, are: Pacific Energy Resources Ltd. (3442); Pacific Energy Alaska Holdings, LLC (tax I.D. # not available); and Pacific Energy Alaska Operating LLC (7021). 2 Undefined capitalized terms used herein shall have the meanings ascribed to such terms in the Motion.
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3.
All claims listed in Exhibit C to the Motion are deemed satisfied in the
amount shown as paid on Exhibit C and are obligations of the Liquidating Debtors only in the remaining amounts due as set forth in Exhibit C. 4. The Court shall retain jurisdiction to hear and determine all matters arising
Dated:
.2011
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