Case No. 04-51957.United States Bankruptcy Court, W.D. Louisiana, Lafayette-Opelousas Division.
April 22, 2005
ADAMS REESE, L.L.P., John M. Duck (#5104), Lisa Merz Hedrick (#26421), New Orleans, LA, Counsel for H. Kenneth Lefoldt, Jr., Chapter 11 Trustee,
HELLER, DRAPER, HAYDEN, PATRICK HORN, L.L.C. William H. Patrick III (#10359), Tristan E. Manthey (#24539), New Orleans, Louisiana, and KING, LeBLANC BLAND, P.L.L.C., Henry A. King (#7393), Timothy S. Madden (#21733), New Orleans, LA, Counsel for Counsel for Newpark Resources, Inc., Newpark Holdings, Inc., and Soloco, L.L.C.
GORDON, ARATA, McCOLLAM, DUPLANTIS EAGAN, L.L.P., Louis M. Phillips (#10505), Brandon A. Brown (#25592), Baton Rouge, LA, Counsel for OLS Consulting Services, Inc.
TAYLOR, PORTER, BROOKS PHILLIPS L.L.P. Brett P. Furr (#17572), Andrée Matherne Cullens (#23212), Baton Rouge, LA, Counsel for Bank One, N.A.,
REED SMITH, LLP, Eric A. Schaffer (PA #30797), Nicholas R. Pagliari (PA # 87877), Pittsburgh, PA, Counsel for J.P. Morgan Trust Company, N.A.,
DEBAILLON MILEY, Paul N. DeBaillon (# 4778), Lafayette, LA, Counsel for Ores Paul Seaux, Lucile P. Seaux, and Kenneth Paul Seaux.
FINDINGS OF FACT AND CONCLUSIONS OF LAW SUPPORTING AGREED ORDER (1) APPROVING TRUSTEE’S SETTLEMENT AND RELEASE OF CLAIMS OF THE ESTATE UNDER STOCK PURCHASE AGREEMENT PURSUANT TO BANKRUPTCY RULE 9019 AND (2) DISMISSING CHAPTER 11 CASE
GERALD SCHIFF, Chief Judge, Bankruptcy
THE COURT, having considered the Joint Motion for Order (1) Approving Trustee’s Settlement and Release of Claims of the Estate under Stock Purchase Agreement Pursuant to Bankruptcy Rule 9019 and (2) Dismissing Chapter 11 Case (the “Motion”) filed by H. Kenneth Lefoldt, Jr., Trustee of the Chapter 11 Bankruptcy Estate of The Loma Company, LLC (the “Trustee”), Newpark Resources, Inc. (“Newpark”), Newpark Holdings, Inc., Soloco, L.L.C., OLS Consulting Services, Inc., Bank One, N.A., Ores Paul Seaux, Lucile P. Seaux and Kenneth Paul Seaux, issues the following FINDINGS OF FACT AND CONCLUSIONS OF LAW SUPPORTING AGREED ORDER (1) APPROVING
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TRUSTEE’S SETTLEMENT AND RELEASE OF CLAIMS OF THE ESTATE UNDER STOCK PURCHASE AGREEMENT PURSUANT TO BANKRUPTCY RULE 9019 AND (2) DISMISSING CHAPTER 11 CASE;
(1) the Notice of Hearing on Joint Motion for Order (1) Approving Trustee’s Settlement and Release of Claims of the Estate under Stock Purchase Agreement Pursuant to Bankruptcy Rule 9019 and (2) Dismissing Chapter 11 Case (the “Notice”) provided to the parties set forth on the certificate of service attached to the Notice was sufficient and proper pursuant to Federal Rule of Bankruptcy Procedure 2002;
(2) the settlement of the claims of the Estate and grant of releases by the Estate to Ores Paul Seaux, Lucile P. Seaux and Kenneth Paul Seaux, their affiliates, insiders, successors, and assigns, and OLS Consulting Services, Inc., in connection with the settlement of claims contained in the Stock Purchase Agreement is fair and equitable and in the best interest of the Estate;
(3) the settlement meets all requirements for the approval of settlements under Federal Rule of Bankruptcy Procedure 9019;
(4) the conditions to the dismissal of the Chapter 11 case, set forth in the Motion, including (a) satisfaction of the conditions to the Stock Purchase Agreement, (b) the consummation of the transactions contemplated therein, and (c) payment of the administrative expenses of the Estate by Newpark, have been satisfied; and
(5) the dismissal of the Debtor’s Chapter 11 case shall not effect that certain Trust Indenture dated May 1, 1998 (the “Indenture”), the Floating Rate Option Notes (the “Notes”) issued under the Indenture, the Reimbursement Agreement dated as of May 1, 1998 (as amended, the “Reimbursement Agreement”), or the Irrevocable Letter of Credit dated as of May 28, 1998 (as amended, the “Letter of Credit”); the Indenture, Notes, Reimbursement Agreement, Letter of Credit, and all related documents, shall remain in full force and effect in accordance with their terms after the Chapter 11 case is dismissed; and
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(6) the dismissal of the Debtor’s Chapter 11 case is in the best interest of the Debtor, the Estate, and the creditors and is proper pursuant to 11 U.S.C. § 305.
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SUPPLEMENTAL TO OPINION — USE TO ASSIST IN TEXT SEARCH ONLY THE COURT, having considered the Joint Motion for Order (1) Approving Trustee’s Settlement and Release of Claims of the Estate under Stock Purchase Agreement Pursuant to Bankruptcy Rule 9019 and (2) Dismissing Chapter 11 Case (the “Motion”) filed by H. Kenneth Lefoldt, Jr., Trustee of the Chapter 11 Bankruptcy Estate of The Loma Company, LLC (the “Trustee”), Newpark Resources, Inc. (“Newpark”), Newpark Holdings, Inc., Soloco, L.L.C., OLS Consulting Services, Inc., Bank One, N.A., Ores Paul Seaux, Lucile P. Seaux and Kenneth Paul Seaux, issues the following FINDINGS OF FACT AND CONCLUSIONS OF LAW SUPPORTING AGREED ORDER (1) APPROVING TRUSTEE’S SETTLEMENT AND RELEASE OF CLAIMS OF THE ESTATE UNDER STOCK PURCHASE AGREEMENT PURSUANT TO BANKRUPTCY RULE 9019 AND (2) DISMISSING CHAPTER 11 CASE;
(1) the Notice of Hearing on Joint Motion for Order (1) Approving Trustee’s Settlement and Release of Claims of the Estate under Stock Purchase Agreement Pursuant to Bankruptcy Rule 9019 and (2) Dismissing Chapter 11 Case (the “Notice”) provided to the parties set forth on the certificate of service attached to the Notice was sufficient and proper pursuant to Federal Rule of Bankruptcy Procedure 2002;
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(2) the settlement of the claims of the Estate and grant of releases by the Estate to Ores Paul Seaux, Lucile P. Seaux and Kenneth Paul Seaux, their affiliates, insiders, successors, and assigns, and OLS Consulting Services, Inc., in connection with the settlement of claims contained in the Stock Purchase Agreement is fair and equitable and in the best interest of the Estate;
(3) the settlement meets all requirements for the approval of settlements under Federal Rule of Bankruptcy Procedure 9019;
(4) the conditions to the dismissal of the Chapter 11 case, set forth in the Motion, including (a) satisfaction of the conditions to the Stock Purchase Agreement, (b) the consummation of the transactions contemplated therein, and (c) payment of the administrative expenses of the Estate by Newpark, have been satisfied; and
(5) the dismissal of the Debtor’s Chapter 11 case shall not effect that certain Trust Indenture dated May 1, 1998 (the “Indenture”), the Floating Rate Option Notes (the “Notes”) issued under the Indenture, the Reimbursement Agreement dated as of May 1, 1998 (as amended, the “Reimbursement Agreement”), or the Irrevocable Letter of Credit dated as of May 28, 1998 (as amended, the “Letter of Credit”); the Indenture, Notes, Reimbursement Agreement, Letter of Credit, and all related documents, shall remain in full force and effect in accordance with their terms after the Chapter 11 case is dismissed; and
(6) the dismissal of the Debtor’s Chapter 11 case is in the best interest of the Debtor, the Estate, and the creditors and is proper pursuant to 11 U.S.C. § 305.