RE:Objection to Stalking Horse Bid End of page 5, in full, in context
"2. The Debtors are authorized, pursuant to sections 105(a) and 363(b) of the Bankruptcy Code, to enter into and perform under the Stalking Horse Agreement with respect to the Stalking Horse Bid Protections and related termination provisions. The Stalking Horse Agreement shall be binding and enforceable on the Debtors’ estates and the parties thereto in accordance with and subject to its terms, including as they relate to the Stalking Horse Bidding Procedures and related termination provisions, and subject to entry of the Sale Order. For the avoidance of doubt, the form of the Sale Order and Canadian Recognition Sale Order (each as defined in the Stalking Horse Agreement) are not being approved under this Order; such orders Case 24-50566-hlb Doc 574 Entered 08/21/24 08:58:57 Page 5 of 8 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shall be subject to the applicable objection deadlines in their respective proceedings, including, particularly with respect to the Sale Order, the Sale Objection Deadline. 3. Pursuant to sections 105(a), 363, 503, and 507 of the Bankruptcy Code, the Stalking Horse Bid Protections are hereby approved in their entirety. The Stalking Horse Bid Protections shall be earned and payable to the Stalking Horse Bidder in accordance with the terms of and subject to the conditions set forth in the Stalking Horse Agreement. The Debtors are authorized to pay the Stalking Horse Bid Protections to the Stalking Horse Bidder in accordance with the terms of, and subject to the conditions set forth in, the Stalking Horse Agreement, without the need for further order of this Court.
and this at the beginning, it was accepted, the court declaring their jurisdiction in the matter.
"ORDER APPROVING (I) THE DESIGNATION OF THE STALKING HORSE BIDDER AND (II) THE PROPOSED BID PROTECTIONS Upon the Notice of Designation of Stalking Horse Bidder [ECF No. 510] (the “Stalking Horse Notice”) filed by the above-captioned debtors and debtors in possession (collectively, the “Debtors”) in the above-captioned chapter 11 cases (these “Chapter 11 Cases”) pursuant to this Court’s Order (I) Approving Auction and Bidding, Noticing, and Assumption and Assignment Procedures; (II) Scheduling Certain Dates and Deadlines With Respect Thereto; (III) Approving Form Notice to be Provided to Interested Parties; and (IV) Granting Related Relief [ECF No. 434] (the “Bidding Procedures Order”),2 which approved the proposed marketing, auction, and bidding procedures annexed as Exhibit A to the Bidding Procedures Order (the “Bidding Procedures”), pursuant to which the Debtors will solicit and select the highest and otherwise best offer(s) for a sale or disposition of all or substantially all of the Debtors’ assets (the “Assets”) or any portion 1 The Debtors in these chapter 11 cases and the last four digits of their registration numbers in the jurisdiction in which they are organized are: Nevada Copper, Inc. (1157) (Nevada); Nevada Copper Corp. (5323) (British Columbia); 0607792 B.C. Ltd. (2524) (British Columbia); Lion Iron Corp. (2904) (Nevada); NC Farms LLC (0264) (Nevada); and NC Ditch Company LLC (4396) (Nevada). 2 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Bidding Procedures Order. __________________________________________________________________ Entered on Docket August 21, 2024 Case 24-50566-hlb Doc 574 Entered 08/21/24 08:58:57 Page 1 of 8 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 thereof (collectively, the “Sale”); and upon the Declaration of Zul Jamal in Support of Debtors’ Notice of Designation of Stalking Bidder [ECF No. 512] (the “Stalking Horse Declaration”); and upon the record of the hearing held on July 19, 2024, on the Debtors’ motion seeking approval of the Bidding Procedures Order, dated June 20, 2024 [ECF No. 145] (the “Bidding Procedures Motion”), and all proceedings before the Court; and the Court having reviewed and considered the request set forth in in the Stalking Horse Notice; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY FOUND, CONCLUDED, AND DETERMINED THAT: A. The findings and conclusion set forth herein constitute the Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent that any of the following findings of fact constitute conclusions of law, and to the extent that any of the following conclusions of law constitute findings of fact, they are adopted as such. B. This Court has jurisdiction to consider and approve the designation of the Stalking Horse Agreement (as defined herein) as the Stalking Horse Bid and provision of the Stalking Horse Bid Protections (as defined herein) in accordance with 28 U.S.C. §§ 157 and 1334. C. Venue of this case is proper pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). D. As set forth in the Stalking Horse Notice, in accordance with the Bidding Procedures, with the consent of the DIP Lenders, the Debtors have (i) designated Southwest Critical Materials LLC as the Stalking Horse Bidder (as such term is defined in the Bidding Procedures) (the “Stalking Horse Bidder”), (ii) entered into the Asset Purchase Agreement, by and among Nevada Copper Corp. and Nevada Copper, Inc., as sellers, and the Stalking Horse Bidder, as buyer, substantially in the form attached to the Stalking Horse Notice as Exhibit 1, for the purchase of the Purchased Assets (as defined in the Stalking Horse Agreement) (the “Stalking Horse Agreement”) and designated the Stalking Horse Agreement as the Stalking Horse Bid (as Case 24-50566-hlb Doc 574 Entered 08/21/24 08:58:57 Page 2 of 8 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 such term is defined in the Bidding Procedures) (the “Stalking Horse Bid”), and (iii) agreed to provide the Stalking Horse Bidder with certain bid protections as set forth in the Stalking Horse Agreement consisting of (i) an expense reimbursement by the Debtors for reasonable and documented out-of-pocket expenses incurred by the Stalking Horse Bidder in an amount not to exceed $1,250,000 in the aggregate or (ii) a Break-Up Fee equal to three percent (3%) of the Purchase Price, or $3,840,000, which is inclusive of any reimbursement of expenses incurred in connection with the sale transaction (the “Stalking Horse Bid Protections”). The Stalking Horse Bid Protections will be payable to the Stalking Horse Bidder in accordance with the terms of and subject to the conditions set forth in the Stalking Horse Agreement."