mew Doc 2578 Filed 02/16/18 Entered 02/16/18 12:17:29 Main Document Pg 1 of 7

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1 Pg 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In Re: : : Bankruptcy No mew WESTINGHOUSE ELECTRIC COMPANY LLC, : et al. : Chapter 11 : Debtors 1 : (Jointly Administered) : Hearing Date and Time: February 27, 2018 at 11:00 AM (EST) Objection Deadline and Time: February 20, 2018 at 4:00 PM (EST) MOTION OF SOUTHWORTH-MILTON, INC. FOR ABANDONMENT OF DEBTORS INTEREST IN PROPERTY PURSUANT TO 11 U.S.C. 554 Southworth-Milton, Inc. ( Milton Cat ) by its undersigned counsel, hereby files this motion pursuant to section 554 of title 11 of the United States Code (the Bankruptcy Code ), Rule 6007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the Southern District of New York (the Local Rules ), seeking an Order abandoning the above-captioned 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 (2348), 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). The Debtors principal offices are located at 1000 Westinghouse Drive, Cranberry Township, Pennsylvania

2 Pg 2 of 7 debtors and debtors in possessions (the Debtors ) interest in two (2) Standby Diesel Generators and two (2) Diesel Fuel Transfer Oil Packages that were manufactured and stored at the request of the Debtors (the Motion ), authorizing Milton Cat to sell the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages, and to apply any proceeds from the disposition thereof to Milton Cat s allowed administrative expense claim. Simultaneously herewith, Milton Cat has filed a motion for the allowance of an administrative claim for manufacturing the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages subsequent to March 29, 2017 (the Petition Date ) and a motion for relief from the automatic stay pursuant to 11 U.S.C. 362(d)(1) and (2). In support of this Motion, Milton Cat respectfully states as follows: JURISDICTION 1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and Venue is proper in this district pursuant to 28 U.S.C and This is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A) & (O). 2. The relief sought with this Motion is based upon section 554 of the Bankruptcy Code, and Bankruptcy Rule BACKGROUND 3. Milton Cat is an authorized Caterpillar dealer, which sells and distributes Caterpillar equipment and other equipment, including custom designed and built generators and ancillary equipment, with its office located at 100 Quarry Drive, Milton, MA Debtor WECTEC Global Project Services, Inc. f/k/a Stone & Webster, Inc. issued Purchase Orders MS40.01 and MS40.01 to Milton Cat on October 18, 2011 for the design, manufacture, delivery, and installation of Standby Diesel Generators (the Standby Diesel Generators ) and Purchase Orders MS07.01 and MS07.01 on April 22, Page 2 of 7

3 Pg 3 of for the design, manufacture, delivery, and installation of Diesel Fuel Oil Transfer Packages (the Diesel Fuel Oil Transfer Packages ) (collectively, the Contracts ), related to the construction of V.C. Summer New Nuclear Project Units 2 and 3 (the Project ). 5. After the Petition Date, Milton Cat was instructed by the Debtors and by South Carolina Electric and Gas Company ( SCE&G ) and Santee Cooper (collectively, the Project Owners ) to continue designing and manufacturing the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages. See Exhibit 1, Joel Levandowski s Affidavit (the Levandowski Affidavit ). 6. Milton Cat was prepared to deliver the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages in late July 2017, and began preparing the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages for delivery to the Project. 7. Milton Cat was advised on August 1, 2017, that the Debtors and the Project Owners were terminating the Project and was instructed not to ship the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages. 8. On September 26, 2017, Milton Cat informed the Debtors, via correspondence, that the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages were being moved to storage and would begin accruing storage fees on October 1, The Standby Diesel Generators and Diesel Fuel Oil Transfer Packages have accrued storage fees from October 1, 2017 through the February 28, 2018 in the total amount of $43,875, and storage fees continue to accrue at a rate of $ per diem beginning on March 1, Debtors have failed to pay Milton Cat for the Standby Diesel Generators or the Diesel Fuel Oil Transfer Packages, designed and manufactured pursuant to the Contracts, and for Page 3 of 7

4 Pg 4 of 7 post-petition storage fees in the total amount of $43,875 as of February 28, 2018, with fees continuing to accrue at the rate of $ per diem beginning March 1, RELIEF REQUESTED 11. Milton Cat is prepared to take all steps necessary to liquidate the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages (i.e. negotiating scrap value, handling, delivery, and collection) and credit the net proceeds received against its allowed administrative claim. In summary, in this Motion, Milton Cat is seeking an Order granting the following relief: (a) Abandonment of Debtors and the estate s interest in the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages and the proceeds thereof; and, (b) Authorization for Milton Cat to sell these items and apply the net proceeds to reduce its allowed administrative claim. BASIS FOR RELIEF U.S.C. 554(b) provides that on request of a party in interest and after notice and a hearing, the court may order the trustee to abandon any property of the estate that is burdensome to the estate or that is of inconsequential value and benefit to the estate. 13. The Debtors have no use for the Standby Diesel Generators or the Diesel Fuel Oil Transfer Packages, as the Project Owners have abandoned the Project and the Debtors have ceased working on the Project. But for use at the Project, there is no other use for these items, and their only value is in the scrap market. 14. The abandonment of the Debtors and estate s interest in the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages will benefit all parties interested in these items, as it will allow Milton Cat to sell these goods and credit Debtors account against what Milton Cat is owed for post-petition goods and services. Page 4 of 7

5 Pg 5 of Further, the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages are burdensome to the estate because Milton Cat continues to accrue storage fees for these goods, which continues to increase Milton Cat s administrative claim against the estate. 16. The burdensome nature on the estate of the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages was evidently contemplated by Debtors in their Motion of Debtors Pursuant To 11 U.S.C. 363, 554 and 105(a) For Entry of An Order Approving Procedures For the Sale, Transfer, or Abandonment of Certain Property (the Sale and Abandonment Motion ) (Doc 2105): [I]n certain cases, however, the costs associated with the sale of such property may exceed the proceeds that would be generated from such sales. For example, it may be prohibitively costly to retrieve and transport certain equipment, components, or materials for sale. In other instances, certain goods, equipment, components, or other property may either only be partially assembled or fabricated, or may have been specifically designed for the VC Summer Project, and may not have an alternate use. Consequently, the Debtors may be unable to repurpose such property in their operations or otherwise locate a buyer for such property. Without the ability to abandon such illiquid property, the associated maintenance, retrieval, and/or storage costs for such property would be burdensome to the Debtors estates. Sale and Abandonment Motion, 37. [A]bandonment Procedures are necessary to the efficient administration of the Debtors estates because they provide the Debtors with a mechanism by which they can: (1) stop the accrual of burdensome expenses associated with maintaining certain illiquid assets; and (2) minimize expenditures of estate resources that may result from the challenges involved in attempting to obtain and/or sell illiquid assets that are of inconsequential value to the Debtors estates and/or carry no market value. Sale and Abandonment Motion, The Standby Diesel Generators and Diesel Fuel Oil Transfer Packages have no value other than their use in the Project or as scrap. The Project has been abandoned, and the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages have been abandoned by the Project Owners. Page 5 of 7

6 Pg 6 of As a result, the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages only have scrap value, and Milton Cat is the most qualified entity to sell these goods and has a strong financial incentive to do it properly and efficiently. 19. Milton Cat is willing to take on the burden of selling the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages, provided the Court authorizes the abandonment of the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages and the proceeds from the sale, and allows Milton Cat to apply the net proceeds to reduce Milton Cat s allowed administrative claim. 20. Milton Cat agrees to hold any net proceeds in excess of its allowed administrative claim pending further order of the Court regarding those proceeds. WHEREFORE, Milton Cat respectfully requests that the Court enter an order: (i) Authorizing the abandonment of the Standby Diesel Generators and Diesel Fuel Oil Transfer Packages and the sales proceeds by the Debtors and the bankruptcy estate; (ii) Authorizing Milton Cat to sell these goods and apply the net proceeds received to its allowed administrative claim; (iii) Authorizing Milton Cat to hold any net proceeds in excess of its allowed administrative claim pending further order of the Court; and (iv) Granting any such additional relief as the Court deems just and proper. Page 6 of 7

7 Pg 7 of 7 RESPECTFULLY SUBMITTED on this the 13 th day of February, BEAL, LLC /s/ Michael M. Beal Michael M. Beal, Esq. (USDC #1253) Adam J. Floyd, Esq. (USDC #10749) 1301 Gervais Street, Ste (29201) PO Box Columbia, SC (803) Counsel for Southworth-Milton, Inc. Page 7 of 7

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