mew Doc 3698 Filed 07/31/18 Entered 07/31/18 17:36:37 Main Document Pg 1 of 7

Transcription

1 Pg 1 of 7 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Gary T. Holtzer Robert J. Lemons Garrett A. Fail David N. Griffiths Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 WESTINGHOUSE ELECTRIC COMPANY Case No (MEW) LLC, et al., Debtors. 1 (Jointly Administered) x NOTICE OF ASSUMPTION AND PARTIAL WITHDRAWAL OF OMNIBUS MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 365(a) AND 105(a) FOR ENTRY OF ORDER AUTHORIZING DEBTORS TO (I) ENTER INTO SERVICES AGREEMENT WITH VOGTLE OWNERS, (II) ASSUME AND ASSIGN CERTAIN EXECUTORY CONTRACTS TO VOGTLE OWNERS, (III) ASSUME AND AMEND CERTAIN EXECUTORY CONTRACTS, AND (IV) REJECT THE VOGTLE EPC CONTRACT 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, if any, are Westinghouse Electric Company LLC (0933), CE Nuclear Power International, Inc. (8833), Fauske and Associates LLC (8538), Field Services, LLC (2550), Nuclear Technology Solutions LLC (1921), PaR Nuclear Holding Co., Inc. (7944), PaR Nuclear, Inc. (6586), PCI Energy Services LLC (9100), Shaw Global Services, LLC (0436), Shaw Nuclear Services, Inc. (6250), Stone & Webster Asia Inc. (1348), Stone & Webster Construction Inc. (1673), Stone & Webster International Inc. (1586), Stone & Webster Services LLC (5448), Toshiba Nuclear Energy Holdings (UK) Limited (N/A), TSB Nuclear Energy Services Inc. (2348), WEC Carolina Energy Solutions, Inc. (8735), WEC Carolina Energy Solutions, LLC (2002), WEC Engineering Services Inc. (6759), WEC Equipment & Machining Solutions, LLC (3135), WEC Specialty LLC (N/A), WEC Welding and Machining, LLC (8771), WECTEC Contractors Inc. (4168), Stone & Webster, Inc. d/b/a WECTEC Global Project Services Inc. (8572), WECTEC LLC (6222), WECTEC Staffing Services LLC (4135), Westinghouse Energy Systems LLC (0328), Westinghouse Industry Products International Company LLC (3909), Westinghouse International Technology LLC (N/A), and Westinghouse Technology Licensing Company LLC (5961). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania WEIL\ \2\

2 Pg 2 of 7 WHEREAS, on June 23, 2017, Westinghouse Electric Company LLC ( WEC ) and certain debtor affiliates (the Debtors ) filed the Motion of Debtors Pursuant to 11 U.S.C. 363(b), 365(a) and 105(a) for Authority to (I) Enter into Services Agreement with Vogtle Owners, (II) Assume and Assign Certain Executory Contracts to Vogtle Owners, (III) Assume and Amend Certain Executory Contracts, and (IV) Reject the Vogtle EPC Contract [ECF No. 769] (the Motion ). Pursuant to the Motion, the Debtors sought to, among other things (i) assume and assign to Georgia Power Company ( GPC, and together with the other joint owners, the Vogtle Owners ) the executory contracts related to that certain Engineering, Procurement and Construction Agreement, dated as of April 8, 2008 (as amended from time to time, the Vogtle EPC ) by and among WEC, WECTEC, and the Vogtle Owners, listed on Exhibit C annexed thereto (the Assigned Contracts ), and (ii) assume the executory contracts related to the Vogtle EPC listed on Exhibit D annexed thereto (the Assumed Contracts ). Limited objections to the Motion were filed that focused exclusively on the proposed assumption and/or assignment of particular executory contracts. WHEREAS, on July 20, 2017, the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ) entered an Order Pursuant to 11 U.S.C. 363(b), 365(a), and 105(a) Authorizing Debtors to (I) Enter Into Services Agreement with Vogtle Owners, (II) Assume and Assign Certain Executory Contracts to Vogtle Owners, (III) Assume and Amend Certain Executory Contracts, and (IV) Reject the Vogtle EPC Contract [ECF No. 954] (the Order ). The Order granted the relief sought in the Motion with respect to the assumption and/or assignment of certain executory contracts that were not subject to a pending objection. Objections relating solely to the assumption of specific Assumed Contracts or the assumption and assignment of specific Assigned Contracts remained outstanding and were adjourned. As of the date hereof, certain of the Assumed Contracts and Assigned Contracts that the Debtors sought to assume and/or assign pursuant to the Motion have not been assumed and/or WEIL\ \2\

3 Pg 3 of 7 assigned by the Debtors because (i) such contracts remain the subject of a pending objection, or (ii) such contracts are Assumed Contracts and the Debtors have not received the contract counterparties consent to amend such contracts. On March 28, 2018, the Bankruptcy Court entered its Findings of Fact, Conclusions of Law, and Order Confirming Modified Second Amended Joint Plan of Reorganization [ECF No. 2988]. PLEASE TAKE NOTICE THAT the Debtors no longer desire to seek the assumption of the executory contracts listed on Exhibit 1 annexed hereto pursuant to the Motion. Accordingly, with the consent of the Vogtle Owners, the Debtors hereby withdraw the Motion with respect to the contracts listed on Exhibit 1 hereto. PLEASE TAKE FURTHER NOTICE THAT the Debtors desire to assume the executory contracts listed on Exhibit 2 annexed hereto notwithstanding the fact the Debtors and GPC have not executed an amendment with the applicable counterparty. Accordingly, as authorized by paragraph 10 of the Order, the Debtors hereby give notice of the assumption of the contracts listed on Exhibit 2 hereto. Dated July 31, 2018 New York, New York /s/ Garrett A. Fail Gary T. Holtzer Robert J. Lemons Garrett A. Fail David N. Griffiths WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Attorneys for Debtors and Debtors in Possession WEIL\ \2\

4 Pg 4 of 7 Exhibit 1 Withdrawn Contracts

5 Pg 5 of 7 Westinghouse Electric Company LLC Line # AP Contract ID Contract ID / PO Number Contract ID 2 / SAP PO Number Debtor Counterparty Contract Description WSPM WECTEC Global Project Services Inc ATLAS COPCO COMPRESSORS LLC As built documentation package WSPM WECTEC Global Project Services Inc ATLAS COPCO COMPRESSORS LLC As built documentation package WSPM WECTEC Global Project Services Inc CB&I LAURENS INC Increase in PO Value WSPM WECTEC Global Project Services Inc CB&I LAURENS INC Miscellaneous Debits required WSPM WECTEC Global Project Services Inc CB&I LAURENS INC Re fabricate spool SV3 DWS PL C WSPM Stone & Webster Construction Inc CB&I LAURENS INC Fabrication of R365 Module WSPM WECTEC Global Project Services Inc CB&I LAURENS INC Transferring funds from WSPM WECTEC Global Project Services Inc CB&I LAURENS INC Piping Fabrication WSPM WECTEC Global Project Services Inc CB&I LAURENS INC Funds added remaining lines WSPM WECTEC Global Project Services Inc CB&I LAURENS INC Accounting Adjustmen WSPM WECTEC Global Project Services Inc CB&I LAURENS INC C I Pipe Fabricati WSPM WECTEC Global Project Services Inc CB&I LAURENS INC DDP Jobsite WSPM WECTEC Global Project Services Inc CB&I LAURENS INC C I ASME III Pipin C WSPM Stone & Webster Construction Inc CB&I LAURENS INC Pipe Spools WSPM WECTEC Global Project Services Inc CB&I LAURENS INC Escalation & other GPA Cost WSPM WECTEC Global Project Services Inc CB&I LAURENS INC Debit WSPM WECTEC Global Project Services Inc CB&I LAURENS INC C I Fabricated WSPM WECTEC Global Project Services Inc CB&I LAURENS INC Credit Line for multiple invoices J C WSPM Stone & Webster Construction Inc CB&I LAURENS INC Carbon Steel Pipe WSPM WECTEC Global Project Services Inc CB&I LAURENS INC Debit Line for Multiple Invoice WVG WECTEC Global Project Services Inc CB&I LAURENS INC DELIVERY MILESTONES OP TRANS

6 Pg 6 of 7 Exhibit 2 Assumed Contracts

7 Pg 7 of 7 Westinghouse Electric Company LLC Line # AP Contract ID Contract ID / PO Number Debtor Counterparty Contract Description Westinghouse Electric Company LLC ABB INC Neutral Grounding Transformer Westinghouse Electric Company LLC ALFA LAVAL ME3B Vogtle vacuum re rate Westinghouse Electric Company LLC GARDNER DENVER INC Liquid Ring Vacuum Pumps (WLS Degasifier Vacuum Pumps) Westinghouse Electric Company LLC HAYWARD TYLER PUMP CO First Pump Test Charges Westinghouse Electric Company LLC HYUNDAI HEAVY INDUSTRIES SPARE PARTS FOR START UP & COMMISSIONING Westinghouse Electric Company LLC SENIOR FLEXONICS PATHWAYS SV3 Pen,Bellows Exp Joint,SGS,P Westinghouse Electric Company LLC SENTRY EQUIPMENT CORP One Time Engineering & Testing Cost Westinghouse Electric Company LLC SENTRY EQUIPMENT CORP CHANGE NOTICE ITEMS WITH QUALITY Westinghouse Electric Company LLC SENTRY EQUIPMENT CORP Change Notice 1 RDL Updates Westinghouse Electric Company LLC SIEMPELKAMP NUCLEAR SERVICES Support,Recombiner,H2,Passive, Autocat