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Judge Allan Gropper's opinion

Judge Allan Gropper's opinion

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Published by DealBook
Judge Allan Gropper's opinion in the bankruptcy case of Tronox v. Kerr-McGee, et al.
Judge Allan Gropper's opinion in the bankruptcy case of Tronox v. Kerr-McGee, et al.

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Categories:Types, Business/Law
Published by: DealBook on Dec 16, 2013
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12/28/2013

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -----------------------------------------------------------------x In re Chapter 11 TRONOX INCORPORATED, et al., Case No. 09-10156 (ALG) (Confirmed Cases) Debtors. -----------------------------------------------------------------x TRONOX INCORPORATED, et al., Plaintiffs, - against - Adv. Proc. No. 09-1198 (ALG) KERR MCGEE CORPORATION, et al., Defendants. -----------------------------------------------------------------x THE UNITED STATES OF AMERICA, Plaintiff-Intervenor, - against – TRONOX, INC., et al. Defendants. -----------------------------------------------------------------x
MEMORANDUM OF OPINION, AFTER TRIAL
A P P E A R A N C E S: KIRKLAND & ELLIS LLP
Counsel to the Anadarko Litigation Trust
300 North LaSalle Chicago, Illinois 60654 By: David J. Zott, Esq. Andrew A. Kassof, Esq. Jeffrey J. Zeiger, Esq.
09-01198-alg Doc 622 Filed 12/12/13 Entered 12/12/13 16:30:01 Main Document Pg 1 of 166
 
 
2 PREET BHARARA UNITED STATES ATTORNEY
Counsel for the United States of America
86 Chambers Street  New York, New York 10007 By: Robert William Yalen, Esq. Joseph A. Pantoja, Esq. WEIL, GOTSHAL & MANGES LLP
Co-Counsel to Anadarko Petroleum Corporation and the Kerr-McGee Corporation Defendants
 767 Fifth Avenue  New York, New York 10153 By: Richard A. Rothman, Esq. Bruce S. Meyer, Esq. BINGHAM McCUTCHEN LLP
Co-Counsel to Anadarko Petroleum Corporation and the Kerr-McGee Corporation Defendants
 2020 K Street, NW Washington, DC 20006 By: Thomas R. Lotterman, Esq. Duke K. McCall III, Esq. -and- 355 South Grand Avenue, Suite 4400 Los Angeles, California 90071 By: James J. Dragna, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP
Co-Counsel to Anadarko Petroleum Corporation and the Kerr-McGee Corporation Defendants
 1999 Avenue of the Stars, 39
th
 Floor Los Angeles, California 90067 By: Kenneth N. Klee, Esq. David M Stern, Esq. WINSTON & STRAWN LLP
Co-Counsel to Anadarko Petroleum Corporation and the Kerr-McGee Corporation Defendants
 1111 Louisiana Street, 25
th
 Floor Houston, TX 77002-5242 By: Melaine Gray, Esq. Lydia Protopapas, Esq. Jason W. Billeck, Esq.
09-01198-alg Doc 622 Filed 12/12/13 Entered 12/12/13 16:30:01 Main Document Pg 2 of 166
 
 
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ALLAN L. GROPPER UNITED STATES BANKRUPTCY JUDGE
 On January 12, 2009, Tronox Incorporated and 14 of its affiliates (the “Debtors”) filed for protection under chapter 11 of the Bankruptcy Code. On November 30, 2010, they confirmed a First Amended Joint Plan of Reorganization (the “Plan”) which, among other things, created the Anadarko Litigation Trust (the “Trust”) to pursue certain claims that three of the Debtors had brought against Anadarko Petroleum Corporation (“Anadarko”) and several of Anadarko’s subsidiaries, including Kerr McGee Corporation (collectively, “Kerr McGee” or “Defendants”). The beneficiaries of the Trust are public and private entities that have claims against the Debtors for damages for environmental response costs and tort liabilities. These include the United States, eleven states, the Navajo Nation, four environmental response trusts, and a trust for the benefit of tort plaintiffs. The Trust beneficiaries have agreed on an allocation of the recovery in this lawsuit, if there is a recovery. The amended complaint (the “Complaint”) was initially filed by three of the Debtors: Tronox Incorporated, a holding company created in 2005 to hold the stock of the other members of the group; Tronox Worldwide LLC, which is the successor to Kerr-McGee Corporation, formed in 1929 and sometimes called hereafter “Old Kerr McGee;” and Tronox LLC, formerly known as Kerr-McGee Chemical LLC, which is the successor to Old Kerr-McGee’s chemical  business.
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 The Complaint charges that these three entities were left with 70 years and billions of dollars of legacy environmental and tort liabilities when the oil and gas assets of the group were
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In addition to the complaint pursued by the Trust, the United States filed a complaint-in-intervention against Kerr McGee in its own name under the Federal Debt Procedure Act (“FDCPA”). 28 U.S.C. §§ 3304 and 3306. Since the claims in both complaints are substantially identical, and since the United States is a plaintiff in the Trust’s action and has agreed to a distribution of any proceeds recovered on the Trust’s complaint, the FDCPA complaint will be referred to hereafter only where the rights of the United States may be materially different from those of the other Plaintiffs. The term “Plaintiffs” will include the Trust, suing on behalf of the Debtors’ estates and seeking a recovery on behalf of a subset of creditors, and the United States.
09-01198-alg Doc 622 Filed 12/12/13 Entered 12/12/13 16:30:01 Main Document Pg 3 of 166

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