17-10751-mew Doc 867 Filed 07/11/17 Entered 07/11/17 15:53:25 Main Document Pg 1 of 3 GIBBONS P.C. One Pennsylvania Plaza, 37 th Floor New York, New York 10119-3701 Telephone: (212) 613-2000 Facsimile: (212) 290-2018 Karen A. Giannelli Brett S. Theisen Attorneys for Georgia Waste Systems, Inc. dba Waste Management UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Hearing Date and Time: July 18, 2017 @ 11:00 a.m. EST Objection Deadline: July 11, 2017 @ 4:00 p.m. EST In re: WESTINGHOUSE ELECTRIC COMPANY LLC, et al., Debtors. 1 Chapter 11 Case No. 17-10751 (MEW) (Jointly Administered) GEORGIA WASTE SYSTEMS, INC. S LIMITED OBJECTION TO MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 363(b), 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 ( Debtors ), 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), 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). 2553648.1 099998-00013
17-10751-mew Doc 867 Filed 07/11/17 Entered 07/11/17 15:53:25 Main Document Pg 2 of 3 Georgia Waste Systems, Inc. dba Waste Management ( Waste Management ), by its undersigned counsel, hereby files this limited objection to the Motion of Debtors Pursuant to 11 U.S.C. 363(b), 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 (the Motion ). In support of its limited objection, Waste Management respectfully states the following: 1. Waste Management entered into a March 12, 2012, contract with Debtor Stone & Webster Construction Inc. (the Waste Management Contract ), pursuant to which Waste Management is performing services at the Vogtle Electric Generating Plant. 2. The Motion seeks this Court s approval of the Debtors assumption of certain executory contracts pursuant to 11 U.S.C. 365(a). 3. The Motion identifies and includes Waste Management contracts to be assumed, but does not provide a cure cost as required by 11 U.S.C. 365(a). 4. The Debtors agent has informed counsel for Waste Management that Waste Management was listed in the Motion in error, and further that the Debtors intend to reject the Waste Management Contract. Debtors intend to amend the Motion accordingly, but the amendment will not be filed on the Court s docket until after the deadline to object to the Motion. 5. Debtor Stone & Webster Construction Inc. presently owes Waste Management $363,570.70 for pre-petition services rendered under the Waste Management Contract, and no less than $169,578.37 for post-petition services rendered as of June 25, 2017, under the Waste Management Contract (the Waste Management Cure Costs ). 2 2553648.1 099998-00013
17-10751-mew Doc 867 Filed 07/11/17 Entered 07/11/17 15:53:25 Main Document Pg 3 of 3 6. Waste Management objects to the Motion to the extent it seeks authority to assume the Waste Management Contract without paying the Waste Management Cure Costs, plus any other costs of all additional services rendered to date under the Waste Management Contract. Debtors must be required to pay the Waste Management Cure Costs, plus any other costs of all additional services rendered by Waste Management through the date of assumption. Reservation of Rights 7. Waste Management expressly reserves its right to amend this limited objection and to seek further relief from this Court as appropriate. WHEREFORE, Waste Management respectfully requests that the Court sustain this limited objection and grant Waste Management such additional relief as it deems just and fitting under the circumstances. Date: July 11, 2017 New York, New York /s/ Brett S. Theisen Karen A. Giannelli Brett S. Theisen GIBBONS P.C. One Pennsylvania Plaza, 37 th Floor 250 West 34 th Street New York, New York 10119-3701 Telephone: (212) 613-2000 Facsimile: (212) 290-2018 E-mail: kgiannelli@gibbonslaw.com E-mail: btheisen@gibbonslaw.com Attorneys for Georgia Waste Systems, Inc. dba Waste Management 3 2553648.1 099998-00013
17-10751-mew Doc 867-1 Filed 07/11/17 Entered 07/11/17 15:53:25 Certificate of Service Pg 1 of 3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: WESTINGHOUSE ELECTRIC COMPANY LLC, et al., Debtors, 1 Chapter 11 Case No. 17-10751 (MEW) (Jointly Administered) CERTIFICATE OF SERVICE OF GEORGIA WASTE SYSTEMS, INC. S LIMITED OBJECTION TO MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 363(b), 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 The undersigned, Brett S. Theisen, attorney for Georgia Waste Systems, Inc. dba Waste Management ( Waste Management ), hereby certifies that on July 11, 2017, the Georgia Waste Systems, Inc. s Limited Objection to Motion of Debtors Pursuant to 11 U.S.C. 363(b), 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 was filed electronically via ECF and will be served electronically to the 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), 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). 2553655.1 099998-00013
17-10751-mew Doc 867-1 Filed 07/11/17 Entered 07/11/17 15:53:25 Certificate of Service Pg 2 of 3 parties that are registered or otherwise entitled to receive electronic notices in these jointlyadministered chapter 11 cases pursuant to ECF filing procedures in this District, and served by United States First Class Mail to the parties listed on the attached Service List. /s/ Brett S. Theisen Brett S. Theisen 2553655.1 099998-00013
17-10751-mew Doc 867-1 Filed 07/11/17 Entered 07/11/17 15:53:25 Certificate of Service Pg 3 of 3 Service List Gary T. Holtzer Robert J. Lemons Garrett A. Fail Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Counsel for the Debtors Office of the U.S. Trustee U.S. Federal Office Building 201 Varick Street, Room 1006 New York, NY 10014 Martin J. Biennenstock Proskauer Rose LLP Eleven Times Square New York, NY 10036 Counsel for Creditor Committee, Statutory Unsecured Claimholders' Committee Of Westinghouse Electric Company LLC, et. al Albert Togut Kyle Ortiz Togut, Segal & Segal LLP One Penn Plaza, Ste. 3335 New York, NY 10119 Counsel to Debtor Toshiba Nuclear Energy Holdings (UK) Limited Van C. Durrer II Annie Z. Li Skadden, Arps, Slate, Meagher & Flom LLP 300 S. Grand Ave., Ste. 3400 Los Angeles, CA 90071 Counsel to Toshiba Corp. Zulfiqar Bokhari Latham & Watkins LLP 330 N. Wabash Ave., Ste. 2800 Chicago, IL 60611 Counsel to the Debtors prepetition agent under that certain Second Amended and Restated Credit Agreement, dated as of October 7, 2009 (as amended) Fredric Sosnick Ned S. Schodek Shearman & Sterling LLP 599 Lexington Ave. New York, NY 10022 Counsel to the agents and letter of credit issuer under the Debtors proposed DIP Facility Jeffrey D. Saferstein Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Ave. of the Americas New York, NY 10019-6064 Counsel to the lenders under the Debtors proposed DIP Facility Kurtzman Carson Consultants 2335 Alaska Avenue El Segundo, CA 90245 Claims and Noticing Agent 2553655.1 099998-00013