SC1:3258578.3
Hearing Date: July 2, 2012 at 2:30 p.m. (Eastern Time)Objection Deadline: June 25, 2012 at 4:00 p.m. (Eastern Time)
Andrew G. DietderichMichael H. TorkinMark U. SchneidermanJill C. GadwoodSULLIVAN & CROMWELL LLP125 Broad StreetNew York, New York 10004Telephone: (212) 558-4000Facsimile: (212) 558-3588Counsel to the Debtors and Debtors in Possession
UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK
In re:EASTMAN KODAK COMPANY,
et al.
,
1
Debtors.)))))))Chapter 11Case No. 12-10202 (ALG)(Jointly Administered)
NOTICE OF DEBTORS’ M
OTION FOR ORDERS (I) (A) CONDITIONALLYAUTHORIZING THE SALE OF PATENT ASSETS FREE ANDCLEAR OF CLAIMS AND INTERESTS, (B) ESTABLISHING ACOMPETITIVE BIDDING PROCESS AND (C) APPROVING THE NOTICEPROCEDURES AND (II) AUTHORIZING THE SALE OF PATENT ASSETSFREE AND CLEAR OF CLAIMS AND INTERESTSPLEASE TAKE NOTICE
that, on January 19, 2012 (the “
Petition Date
”),
Eastman Kodak Company, Inc. and certain of its affiliates, as debtors and debtors in possession
(collectively, the “
Debtors
”) filed voluntary petitions for relief under
chapter 11 of title 11 of the
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: Eastman Kodak Company (7150); Creo Manufacturing America LLC (4412); Eastman Kodak International Capital Company, Inc. (2341); Far East Development Ltd. (2300); FPC Inc. (9183); Kodak (NearEast), Inc. (7936); Kodak Americas, Ltd. (6256); Kodak Aviation Leasing LLC (5224); Kodak ImagingNetwork, Inc. (4107); Kodak Philippines, Ltd. (7862); Kodak Portuguesa Limited (9171); Kodak Realty, Inc.(2045
)
; Laser-Pacific Media Corporation (4617); NPEC Inc. (5677); Pakon, Inc. (3462); and Qualex Inc.
(6019). The location of the Debtors’ corporate headquarters is: 343 State Street, Rochester, NY 14650.
12-10202-alg Doc 1361 Filed 06/11/12 Entered 06/11/12 20:22:52 Main DocumentPg 1 of 160
2
SC1:3258578.3
United States Code, in the United States Bankruptcy Court for the Southern District of New
York (the “
Bankruptcy Court
”).
PLEASE TAKE FURTHER NOTICE
that on June 11, 2012, the Debtors filedthe
Motion for Orders (1) (A) Conditionally Authorizing the Sale of Patent Assets Free and Clear of Claims and Interests, (B) Establishing a Competitive Bidding Process and (C) Approving the Notice Procedures and (II) Authorizing the Sale of Patent Assets Free and Clear of Claims and Interests
(the “
Motion
”).
2
PLEASE TAKE FURTHER NOTICE
that a hearing (the
“
Conditional SaleHearing
”) will be held before the Honorable Allan L. Gropper, United States Bankruptcy Judge,
on
July 2, 2012 at 2:30 p.m. (ET)
, or on such other date as the Bankruptcy Court maydetermine, in the United States Bankruptcy Court for the Southern District of New York, One
Bowling Green, New York, NY 10004, to consider entry of an order (the “
Conditional SaleOrder
”), among other things, approving Bidding Procedures for the conduct of a competitive process for the sale (the “
Sale
”) of all or
any portion of the patents, patent applications and otherassets listed on Exhibit B
to the Motion (the “
Digital Imaging Patent Assets
”) and authorizing
the Debtors to sell all or any portion of the Digital Imaging Patent Assets to one or moreSuccessful Bidder(s) free and clear of Claims and Interests (other than Permitted Encumbrances),
subject to the Bidding Procedures and to the Bankruptcy Court’s entry of the Final Sale Order.
PLEASE TAKE FURTHER NOTICE
that pursuant to the Motion, the Debtorsare seek
ing a determination that (a) subject to the terms of the Debtors’ proposed Conditional
Sale Order and the Bidding Procedures, holders of Claims or Interests who do not object or whohave withdrawn their objections to the Motion will be deemed to have consented to the proposed
2
Capitalized terms used but not otherwise defined herein are to be given the meanings ascribed to them in theMotion.
12-10202-alg Doc 1361 Filed 06/11/12 Entered 06/11/12 20:22:52 Main DocumentPg 2 of 160
3
SC1:3258578.3
Sale pursuant to section 363(f)(2) of the Bankruptcy Code and (b) all holders of Claims andInterests are adequately protected for the purposes of section 363(e) of the Bankruptcy Codebecause their Claims and Interests, if any, either will be assumed by the Successful Bidder(s) as aPermitted Encumbrance or will attach to the proceeds of the Sale, in the same order of priorityand with the same validity, force and effect that such Claim or Interest holders had before theSale, subject to any rights, claims and defenses of the Debtors, their estates, or any other party ininterest, as applicable, or as otherwise provided in the Conditional Sale Order.
PLEASE TAKE FURTHER NOTICE
that the Debtors are seeking adetermination that (a) the Di
gital Imaging Patent Assets are property of the Debtors’ estates andvalid title thereto is vested in the Debtors’ estates within the meaning of section 541(a) of the
Bankruptcy Code; (b) except for the license agreements listed on Exhibit C to the Motion, noDebtor is a party to any contract (written or oral) under which it is a licensor of rights tointellectual property (as defined in section 101 of the Bankruptcy Code) relating to the DigitalImaging Patent Assets and (c) no person has an interest in the Digital Imaging Patent Assets as aco-owner for purposes of section 363(h) of the Bankruptcy Code.
PLEASE TAKE FURTHER NOTICE
that the Motion may be obtained (i) from
the Debtors’ Notice, Claims and Balloting Agent, Kurtzman Carson Consultants, LLC (a) a
t itswebsite at http://www.kccllc.net/kodak
, by clicking on the “Court Documents” link, (b) by
writing to kodakinfo@kccllc.com or (c) calling (888) 249-2721 or (ii) for a fee via PACER athttps://ecf.nysb.uscourts.gov/ .
PLEASE TAKE FURTHER NOTICE
that any responses or objections to theMotion must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and theLocal Rules of the Bankruptcy Court, and shall be filed with the Bankruptcy Court electronically
by registered users of the Bankruptcy Court’s case filing system (the User’s Manual for the
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Kodak Patent Auction Procedures Motion
Eastman Kodak motion to set up confidential bidding procedure for its patent auction, in which the bankrupt film pioneer acknowledges trouble drawing in a lead bidder.
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