You're viewing Docket Item 1258 from the case Dewey Ranch Hockey, LLC. View the full docket and case details.

Download this document:




IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF ARIZONA

Case No. 2:09-bk-09488-RTBP
(Jointly Administered)
Chapter 11

In re:
DEWEY RANCH HOCKEY, LLC,
COYOTES HOLDINGS, LLC,
COYOTES HOCKEY, LLC and
ARENA MANAGEMENT GROUP, LLC,

Debtors.

This filing applies to:
? All Debtors


? Specified Debtors

DISCLOSURE STATEMENT

WITH RESPECT TO PLAN OF LIQUIDATION BY

THE CITY OF GLENDALE

Dated: June 16, 2010

FENNEMORE CRAIG, P.C.
Cathy L. Reece
Nicolas B. Hoskins
3003 North Central Avenue
Suite 2600
Phoenix, Arizona 85012-2913
Telephone:
Facsimile:
Email:

(602) 916-5000
(602) 916-5999
[email protected]
[email protected]

BROWN RUDNICK LLP
William R. Baldiga
Cheryl B. Pinarchick
One Financial Center
Boston, Massachusetts 02111
(617) 856-8200
Telephone:
Facsimile:
(617) 289-0420
[email protected]
Email:
[email protected]

Counsel for the City of Glendale

THIS IS NOT A SOLICITATION FOR ACCEPTANCE OR REJECTION OF THE
PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL A
DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY
COURT.

THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT
HAS NOT BEEN APPROVED BY THE COURT.

****NOTICE****

THIS DISCLOSURE STATEMENT CONTAINS INFORMATION SUPPLEMENTARY
TO THE PLAN AND IS NOT INTENDED TO TAKE THE PLACE OF THE PLAN.
CREDITORS AND EQUITY INTEREST HOLDERS ARE ADVISED TO STUDY THE
PLAN CAREFULLY TO DETERMINE THE PLAN’S IMPACT ON THEIR CLAIMS
OR EQUITY INTERESTS. THE INFORMATION CONTAINED HEREIN HAS NOT
BEEN SUBJECT TO A CERTIFIED AUDIT. ALTHOUGH GREAT EFFORT WAS
TAKEN TO ENSURE THE ACCURACY OF THIS DISCLOSURE STATEMENT AND
THE ACCOMPANYING PLAN, NEITHER THE PLAN PROPONENT NOR ITS
PROFESSIONALS CAN WARRANT OR REPRESENT THAT THE INFORMATION
CONTAINED HEREIN AND THEREIN IS WITHOUT INACCURACIES OR ERRORS.

THIS DISCLOSURE STATEMENT AND THE PLAN ARE THE ONLY DOCUMENTS
CONTAINING INFORMATION THAT HAVE BEEN AUTHORIZED TO BE
DISTRIBUTED TO CREDITORS AND EQUITY INTEREST HOLDERS. CREDITORS
AND EQUITY INTEREST HOLDERS SHOULD NOT RELY ON REPRESENTATIONS
OTHER THAN THOSE SET FORTH IN THE DISCLOSURE STATEMENT OR THE
PLAN IN CONSIDERING WHETHER TO ACCEPT OR REJECT THE PLAN.

THE PLAN PROPONENT STRONGLY URGES YOU TO READ THIS DISCLOSURE
STATEMENT BECAUSE IT CONTAINS A SUMMARY OF THE PLAN AND
IMPORTANT INFORMATION CONCERNING THE DEBTORS’ HISTORY AND
OPERATIONS. THE DISCLOSURE STATEMENT ALSO PROVIDES INFORMATION
REGARDING ALTERNATIVES TO THE PLAN.
A COPY OF THE PLAN
ACCOMPANIES THIS DISCLOSURE STATEMENT. THE DESCRIPTION OF THE
PLAN IN THIS DISCLOSURE STATEMENT SUMMARIZES ONLY CERTAIN
PROVISIONS OF THE PLAN AND IS NOT, NOR IS IT INTENDED TO BE, A
COMPLETE DESCRIPTION OF THE PLAN. THE PLAN SHOULD BE READ
CAREFULLY AND INDEPENDENTLY OF THIS DISCLOSURE STATEMENT. YOU
SHOULD CONSULT YOUR OWN COUNSEL AND/OR FINANCIAL ADVISOR IN
CONNECTION WITH YOUR CLAIM AGAINST OR EQUITY INTEREST IN THE
DEBTORS AND THE TREATMENT ACCORDED YOUR CLAIM(S) OR EQUITY
INTEREST(S) UNDER THE PLAN.

THIS DISCLOSURE STATEMENT MAY NOT BE RELIED UPON FOR ANY
PURPOSES OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN, AND
NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN ADMISSION OF ANY
FACT OR LIABILITY BY ANY PARTY OR BE ADMISSIBLE IN ANY PROCEEDING
INVOLVING THE DEBTORS’ ESTATES, THE LIQUIDATING TRUST OR ANY
OTHER PARTY. NO REPRESENTATIONS BY ANY PERSON CONCERNING THE
DEBTORS (PARTICULARLY AS TO THEIR BUSINESS OPERATIONS, OR THE
VALUE OF THEIR PROPERTIES) ARE AUTHORIZED BY THE PLAN PROPONENT
OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT AND SHOULD
NOT BE RELIED ON BY YOU IN ARRIVING AT YOUR DECISION.

TABLE OF CONTENTS

Page

ARTICLE I Introduction................................................................................................................. 1

1.01

Summary of Treatment of Claims and Interests Under the Plan. ................................ 1

ARTICLE II Historical Information ............................................................................................... 7

2.01

2.02

Description of the Debtors’ Business........................................................................... 7

Prepetition Ownership and Capital Structure of the Debtors Prior to the
Chapter 11 Cases.......................................................................................................... 8

2.03

Events Leading to the Chapter 11 Filing.................................................................... 11

ARTICLE III The Debtors’ Chapter 11 Bankruptcy Cases.......................................................... 11

3.01

3.02

3.03

3.04

3.05

Brief Explanation of Chapter 11. ............................................................................... 11

Commencement of the Chapter 11 Cases. ................................................................. 12

Appointment and Dissolution of a Creditors’ Committee. ........................................ 12

Significant Events During the Chapter 11 Cases. ...................................................... 12

Monthly Financial Reports......................................................................................... 15

ARTICLE IV General Information on Confirmation Procedure and Voting............................... 15

4.01

4.02

4.03

Purpose of Disclosure Statement. .............................................................................. 15

Voting On the Plan..................................................................................................... 16

Plan Confirmation Process......................................................................................... 17

ARTICLE V The Plan of Liquidation .......................................................................................... 19

5.01

5.02

5.03

5.04

Plan Objectives........................................................................................................... 19

Overview of the Plan.................................................................................................. 19

Administrative Claims, Priority Tax Claims, and Professional Fee Claims.............. 20

Classification and Treatment of Claims and Interests................................................ 21

ARTICLE VI Implementation of the Plan.................................................................................... 25

i

6.01

6.02

6.03

6.04

6.05

6.06

6.07

6.08

6.09

6.10

6.11

6.12

6.13

6.14

6.15

6.16

6.17

Implementation on the Effective Date. ...................................................................... 25

Creation of Liquidating Trust..................................................................................... 25

Vesting and Transfer of Assets to the Liquidating Trust. .......................................... 27

The Liquidating Trustee............................................................................................. 27

Compensation of Liquidating Trustee........................................................................ 27

Prosecution and Settlement of Litigation Claims....................................................... 28

Liquidating Trust Oversight Board. ........................................................................... 28

Continuation of Bankruptcy Injunction or Stays. ...................................................... 29

Substantive Consolidation.......................................................................................... 29

Allocation of Proceeds. .............................................................................................. 29

Full and Final Satisfaction. ........................................................................................ 29

Administration Pending Effective Date. .................................................................... 29

Closing of Chapter 11 Cases...................................................................................... 29

Permanent Injunction. ................................................................................................ 30

No Discharge.............................................................................................................. 30

Dissolution of the Debtors. ........................................................................................ 30

Cancellation of Documents........................................................................................ 30

ARTICLE VII Provisions Governing Distributions ..................................................................... 30

7.01

7.02

7.03

7.04

7.05

7.06

7.07

Method of Distributions Under the Plan .................................................................... 30

Disputed Claim Reserves. .......................................................................................... 31

Disputed Payments..................................................................................................... 32

Unclaimed Distributions. ........................................................................................... 32

Setoffs. ....................................................................................................................... 32

Minimum Distributions.............................................................................................. 32

Final Distribution. ...................................................................................................... 33

ii

ARTICLE VIII Effects of Confirmation of the Plan .................................................................... 33

ARTICLE IX Executory Contracts and Leases; Benefit Plans .................................................... 34

9.01

9.02

9.03

9.04

Rejection of Contracts and Leases. ............................................................................ 34

Bar Date for Filing Proofs of Claim Relating to Executory Contracts and
Unexpired Leases Rejected Pursuant to the Plan....................................................... 35

Retiree Benefits.......................................................................................................... 35

Employee Benefit Plans. ............................................................................................ 35

ARTICLE X Disputed, Contingent and Unliquidated Claims and Interests ................................ 35

10.01 Objections to and Resolution of Claims and Equity Interests.................................... 35

10.02

Estimation of Claims or Interests............................................................................... 36

ARTICLE XI Retention of Jurisdiction........................................................................................ 36

11.01

Jurisdiction of Bankruptcy Court............................................................................... 36

11.02

Retention of Non-Exclusive Jurisdiction by the Bankruptcy Court........................... 37

ARTICLE XII Best Interests Test................................................................................................. 37

ARTICLE XIII Feasibility of the Plan.......................................................................................... 39

ARTICLE XIV Risk Factors ........................................................................................................ 39

ARTICLE XV Certain Federal Income Tax Consequences......................................................... 41

ARTICLE XVI Alternatives to the Plan....................................................................................... 43

ARTICLE XVII Miscellaneous Provisions .................................................................................. 44

17.01

Successors and Assigns.............................................................................................. 44

17.02

Effectuating Documents and Further Transactions.................................................... 44

17.03

Exemption from Transfer Taxes ................................................................................ 44

17.04 Amendment, Modification, Withdrawal or Failure of the Plan ................................. 44

17.05

Post-Effective Date Fees and Expenses of Professionals and of Winding up
the Estates................................................................................................................... 45

17.06

Payment of Statutory Fees. ........................................................................................ 45

iii

17.07 Dissolution of the Creditors’ Committee and of the Liquidating Trust

Oversight Board. ........................................................................................................ 45

17.08

Courts of Competent Jurisdiction............................................................................... 45

17.09

Binding Effect. ........................................................................................................... 46

17.10

Reservation of Rights................................................................................................. 46

17.11

Section 1146 Exemption. ........................................................................................... 46

17.12

Further Assurances..................................................................................................... 46

17.13

Filing of Additional Documents................................................................................. 46

17.14

Plan Supplement......................................................................................................... 47

17.15 Withholding and Reporting Requirements................................................................. 47

17.16 Headings..................................................................................................................... 47

17.17

Inconsistency.............................................................................................................. 47

17.18

Severability. ............................................................................................................... 47

17.19 Waiver of Ten Day Stay............................................................................................. 47

17.20 Governing Law........................................................................................................... 48

17.21

Exemptions from Securities Laws Registration and Considerations ......................... 48

ARTICLE XVIII Recommendation and Conclusion.................................................................... 48

iv

Exhibit A

The Plan

EXHIBITS

Exhibit B

Notice Fixing Time For Casting Ballots, Deadline for Objections and Hearing on
Confirmation

Exhibit C

[Proposed] Order Approving the Disclosure Statement

Exhibit D

Ballot

Exhibit E

Liquidating Trust Agreement

Exhibit F

Identification and Curriculum Vitae of the Liquidating Trustee

Exhibit G

Initial Members of the Liquidating Trust Oversight Board

v

ARTICLE I
Introduction

The City of Glendale, an Arizona municipal corporation (the “Plan Proponent” or “City”)
proposes the Plan, as it may be modified or amended from time to time, for the resolution of
Litigation Claims, the distribution of value to Holders of Claims and Equity Interests, and the
efficient and cost effective resolution of all administrative matters relating to these Chapter 11
cases. This Disclosure Statement is submitted pursuant to section 1125 of the Bankruptcy Code
in connection with the solicitation of acceptances or rejections of the Plan. Simultaneously with
the filing of this Disclosure Statement, the Plan Proponent is filing the Plan that is discussed and
described in this Disclosure Statement.

Each of Coyotes Hockey, LLC (“Coyotes Hockey”) and Arena Management Group, LLC
(“Arena Management”, and together with Coyotes Hockey, the “Debtors”) filed its voluntary
Chapter 11 bankruptcy petition under Title 11 of the United States Code (the “Bankruptcy
Code”) in the United States Bankruptcy Court for the District of Arizona (the “Bankruptcy
Court”) on May 5, 2009 (the “Petition Date”), the same day the Debtors’ affiliates, Coyotes
Holdings, LLC (“Holdings”) and Dewey Ranch Hockey, LLC (“Dewey”), filed voluntary
Chapter 11 petitions, commencing these jointly-administered cases.

This solicitation is being conducted to obtain sufficient acceptances of the Plan and
contains information relevant to a decision to accept or reject the Plan. This Disclosure
Statement has been approved by the Bankruptcy Court as containing adequate information within
the meaning of section 1125(a) of the Bankruptcy Code. The Plan addresses the assets and
liabilities of the Debtors only; it does not address the assets and liabilities of Holdings or Dewey.

All capitalized terms used in this Disclosure Statement (“Disclosure Statement”) that are
not defined herein but that are defined in Article I of the Joint Chapter 11 Plan of Liquidation (as
attached hereto as Exhibit A, the “Plan”) shall have the meanings ascribed to such terms by the
Plan and such definitions are incorporated herein by reference.

1.01

Summary of Treatment of Claims and Equity Interests Under the Plan.

Set forth below is a table summarizing the classification and treatment of Claims and

Equity Interests under the Plan.

DESCRIPTION CLASS

CLASS TREATMENT
UNDER THE PLAN

% RECOVERY

Administrative Claims

100%

as

(ii)

on

and

Allowed Administrative Claims
shall be paid in full in Cash (i)
when
such
Administrative Claims become
due and owing by their ordinary
course
the
Effective Date, or (iii) if the
Administrative Claim is not
allowed as of
the Effective
Date, 30 days after the date on
which
such Administrative

terms,

AMOUNT OF

CLAIM
[TBD]

DESCRIPTION CLASS

CLASS TREATMENT
UNDER THE PLAN

% RECOVERY

AMOUNT OF

CLAIM

100%

[TBD]

100%

[TBD]

100%

[TBD]

Priority Tax Claims

Class 1a: Secured Claims
(Coyotes Hockey)

Class 1b: Secured Claims
(Arena Management)

(ii)

a return of

Claim becomes an Allowed
Administrative Claim.
Allowed Priority Tax Claims
shall be paid in full in Cash on
the latest of (i) the Effective
Date, (ii) 30 days after the date
on which such Priority Tax
Claim becomes an Allowed
Priority Tax Claim and (iii) the
date on which an Allowed
Priority Claim would be due
and payable in the ordinary
course of business.
Each Holder of an Allowed
Secured Claim against Coyotes
Hockey shall receive,
in full
and final satisfaction thereof,
either (i) Cash in an amount
equal to such Allowed Secured
Claim,
its
Collateral, or (iii) such other
treatment as shall satisfy the
requirements of section 1124(2)
of the Bankruptcy Code, on the
later of the Effective Date or
the date such Secured Claim
becomes an Allowed Secured
Claim, or as soon thereafter as
practicable, unless the Holder
of an Allowed Secured Claim
agrees to a different treatment
thereof.
Each Holder of an Allowed
Secured Claim against Arena
Management shall receive,
in
full
satisfaction
thereof, either (i) Cash in an
amount equal to such Allowed
Secured Claim, (ii) a return of
its Collateral, or (iii) such other
treatment as shall satisfy the
requirements of section 1124(2)
of the Bankruptcy Code, on the
later of the Effective Date or
the date such Secured Claim
becomes an Allowed Secured
Claim, or as soon thereafter as
practicable, unless the Holder
of an Allowed Secured Claim
agrees to a different treatment
thereof.

and

final

2

DESCRIPTION CLASS

CLASS TREATMENT
UNDER THE PLAN

% RECOVERY

AMOUNT OF

CLAIM
[TBD]

100%

Class 2a: Other Priority
Claims
(Coyotes Hockey)

Class 2b: Other Priority
Claims
(Arena Management)

in

2a
and

equal

to

amount

Each Holder of an Allowed
Priority Claim against Coyotes
shall
Hockey in Class
receive,
full
final
satisfaction thereof, Cash (i) in
an
such
Allowed Other Priority Claim,
(ii) in such amounts and on
such other terms as may be
agreed between the Holder of
the Other Priority Claim and
the Liquidating Trustee; or (iii)
with respect
to any Allowed
Other Priority Claim other than
a Priority Tax Claim,
in
accordance with the terms of
the particular agreement under
which
such Other Priority
Claim arose, on the later of the
Effective Date or the date such
Other Priority Claim becomes
an Allowed Other Priority
Claim, or as soon thereafter as
practicable, unless the Holder
of an Allowed Other Priority
Claim agrees
to a different
treatment thereof.
Each Holder of an Allowed
Priority Claim against Arena
Management in Class 2b shall
receive,
final
satisfaction thereof, Cash (i) in
an
such
Allowed Other Priority Claim,
(ii) in such amounts and on
such other terms as may be
agreed between the Holder of
the Other Priority Claim and
the Liquidating Trustee; or (iii)
with respect
to any Allowed
Other Priority Claim other than
a Priority Tax Claim,
in
accordance with the terms of
the particular agreement under
which
such Other Priority
Claim arose, on the later of the
Effective Date or the date such
Other Priority Claim becomes
an Allowed Other Priority
Claim, or as soon thereafter as
practicable, unless the Holder
of an Allowed Other Priority
Claim agrees
to a different

amount

equal

to

in

full

and

3

100%

[TBD]

DESCRIPTION CLASS

CLASS TREATMENT
UNDER THE PLAN

% RECOVERY

AMOUNT OF

CLAIM

[TBD]

[TBD]

[TBD]

[TBD]

[TBD]

[TBD]

Class 3a: General Unsecured
Claims
(Coyotes Hockey)

Class 3b: General Unsecured
Claims
(Arena Management)

Class 4a: NHL Subordinated
Claims
(Coyotes Hockey)

Unsecured

(i)

Unsecured

treatment thereof.
Each Holder of an Allowed
General
Claim
against Coyotes Hockey in
Class 3a shall receive, in full
and final satisfaction thereof,
one or more Distributions of
Coyotes Hockey Available
Cash in an amount equal to its
Pro Rata Share of
the
Coyotes Hockey Available
Cash remaining after payment
in full of, or adequate reserve
for, Allowed Administrative
Claims, Allowed Priority Tax
Claims, and all Allowed Claims
or Disputed Claims in Classes 1
and 2, and (ii) the Tier One
Trust Beneficial Interests.
Each Holder of an Allowed
General
Claim
against Arena Management in
Class 3b shall receive, in full
and final satisfaction thereof,
one or more Distributions of
Arena Management Available
Cash in an amount equal to its
Pro Rata Share of (i) the Arena
Management Available Cash
remaining after payment in full
of, or adequate reserve for,
Allowed
Administrative
Claims, Allowed Priority Tax
Claims, and all Allowed Claims
or Disputed Claims in Classes 1
and 2, and (ii) the Tier One
Trust Beneficial Interests.
Each Holder of an Allowed
NHL
Claim
against Coyotes Hockey in
Class 4a shall receive, in full
and final satisfaction thereof,
one or more Distributions of
Coyotes Hockey Available
Cash in an amount equal to its
Pro Rata Share of
the
Coyotes Hockey Available
Cash remaining after payment
in full of, or adequate reserve
for, Allowed Administrative
Claims, Allowed Priority Tax
Claims, and all Allowed Claims

Subordinated

(i)

4

DESCRIPTION CLASS

CLASS TREATMENT
UNDER THE PLAN

% RECOVERY

AMOUNT OF

CLAIM

Class 4b: NHL Subordinated
Claims
(Arena Management)

Class 5a: Equity Interests
(Coyotes Hockey)

Beneficial

however,

Cash may

Subordinated

or Disputed Claims in Classes 1
and 2, and (ii) the Tier One
Interests;
Trust
provided,
no
Available
be
distributed to an Allowed NHL
Subordinated Claim unless and
until all Allowed Non-Moyes
General Unsecured Claims
to
receive Distributions equal
the Face Amount of
such
Allowed Non-Moyes General
Unsecured Claims.
Each Holder of an Allowed
NHL
Claim
against Arena Management in
Class 4b shall receive, in full
and final satisfaction thereof,
one or more Distributions of
Arena Management Available
Cash in an amount equal to its
Pro Rata Share of (i) the Arena
Management Available Cash
remaining after payment in full
of, or adequate reserve for,
Allowed
Administrative
Claims, Allowed Priority Tax
Claims, and all Allowed Claims
or Disputed Claims in Classes 1
and 2, and (ii) the Tier One
Trust
Interests;
no
provided,
Available
be
distributed to an Allowed NHL
Subordinated Claim unless and
until all Allowed Non-Moyes
General Unsecured Claims
to
receive Distributions equal
the Face Amount of
such
Allowed Non-Moyes General
Unsecured Claims.
Each Holder of an Allowed
in Coyotes
Equity
Hockey in Class
shall
more
receive
Distributions
Coyotes
Hockey Available Cash in an
amount equal to its Pro Rata
the Coyotes
Share
Hockey
Cash
remaining after payment in full
of, or adequate reserve for,

(i)
Available

however,

Cash may

Beneficial

of

Interest

5a

or

one

of

5

[TBD]

[TBD]

[TBD]

[TBD]

DESCRIPTION CLASS

CLASS TREATMENT
UNDER THE PLAN

% RECOVERY

AMOUNT OF

CLAIM

[TBD]

[TBD]

[TBD]

[TBD]

Class 5b: Equity Interests
(Arena Management)

Classes 6a and 6b:
Intercompany Claims
(Coyotes Hockey and Arena
Management)

of

(i)

or

of

one

Interest

Allowed
Administrative
Claims, Allowed Priority Tax
Claims, and all Allowed Claims
or Disputed Claims in Classes 1
– 4, and (ii) the Tier Two Trust
Beneficial Interests.
Each Holder of an Allowed
Equity
in Arena
Management in Class 5b shall
more
receive
Distributions
Arena
Management Available Cash in
an amount equal to its Pro Rata
Share
the Arena
Management Available Cash
remaining after payment in full
of, or adequate reserve for,
Allowed
Administrative
Claims, Allowed Priority Tax
Claims, and all Allowed Claims
or Disputed Claims in Classes 1
– 4, and (ii) the Tier Two Trust
Beneficial Interests.
Each Allowed Intercompany
Claim against the Debtors shall,
at
the sole discretion of the
Liquidating Trustee, receive the
following treatment:
(i) be
unimpaired under the Plan and,
pursuant to section 1124 of the
Bankruptcy Code,
legal,
equitable and contractual rights
as to an Allowed Intercompany
Claim shall be fully reinstated
and retained, (ii) be paid in
accordance with
terms
under which such Allowed
Intercompany Claim arose, (iii)
receive such other treatment as
may be agreed upon in writing
by the Holder of such Claim;
provided that such agreed upon
treatment may not provide the
Holder of such Claim with a
return having a present value as
of the Effective Date that
is
greater than the amount of such
Allowed Intercompany Claim,
or (iv) be canceled and be of no
further force or effect.

all

the

6

ARTICLE II

Historical Information

2.01 Description of the Debtors’ Business.

Coyotes Hockey is a Delaware limited liability company based in Glendale, Arizona that
owned and operated the Phoenix Coyotes professional hockey team (the “Phoenix Coyotes”),
which is a member of the Pacific Division of the Western Conference of the National Hockey
League (the “NHL”). The NHL is a professional ice hockey league composed of 30 teams in
North America. It is the premier professional ice hockey league in the world and one of North
America’s major professional sports leagues.

Arena Management is a Delaware limited liability company based in Glendale, Arizona

that was formed to operate and manage the Jobing.com Arena (described below).

The Phoenix Coyotes were founded in 1972 as the Winnipeg Jets of the World Hockey
Association (the “WHA”). The Winnipeg Jets were the most successful team in the short-lived
WHA, winning three Avco World Trophies, the WHA’s championship trophy, and making the
finals five out of the WHA’s seven seasons. The NHL and WHA competed for players and fans
until the WHA folded in 1979 as part of an agreement under which four of the remaining six
WHA teams, including the Winnipeg Jets, entered the NHL as expansion teams.

In October 1995, the Winnipeg Jets were purchased by American businessmen Richard
Burke and Steven Gluckstern. Mr. Burke and Mr. Gluckstern relocated the team to Phoenix,
Arizona and renamed the team the “Phoenix Coyotes.”
In 1997, Mr. Burke purchased Mr.
Gluckstern’s interest in the Phoenix Coyotes.

From the commencement of the 1996–1997 season until December 2003, the Phoenix
Coyotes played their home games in the America West Arena in downtown Phoenix (now US
Airways Arena). This location was a state-of-the-art basketball facility, but its small size made it
grossly inadequate for a professional hockey organization. Poor sight lines for hockey games
(more than 4,000 seats had obstructed views of the on-ice play) hurt ticket sales, and this—
combined with an unfavorable lease that had the Phoenix Coyotes turning over a sizeable portion
of its ticket revenues to the Phoenix Suns professional basketball team—resulted in financial
woes for the Phoenix Coyotes.

Mr. Burke sold the Phoenix Coyotes in 2001 to Phoenix-area real estate developer Steven
Ellman, with Wayne Gretzky as a part-owner and Managing Partner. Mr. Ellman was successful
in attracting new investors, the largest of whom was Jerry Moyes, the founder and Chief
Executive Officer of Phoenix-based trucking company Swift Transportation Co., Inc. With
significant financial support from Mr. Moyes,
the Phoenix Coyotes were able to obtain
additional bank financing and the commitment of the City to build a new hockey arena. In this
regard, the Phoenix Coyotes played their first game in the new Glendale Arena (the “Arena”),
which has since been renamed “Jobing.com Arena,” on December 27, 2003. Pursuant to
agreements with the City, Coyotes Hockey committed to play 30 hockey seasons at the Arena
while Arena Management was charged with various managerial responsibilities with regard to
the Arena.

7

Until September 2006, Steven Ellman and Jerry Moyes were co-owners of the Westgate
City Center Development, a suburban shopping and entertainment development that includes
Arena. In September 2006, Jerry Moyes entered into an agreement with Steven Ellman, that left
Mr. Ellman and certain of his affiliates in control of the Westgate City Center Development, and
ultimately, through various affiliated entities, left Mr. Moyes and his wife Vickie Moyes as
super-majority owners of the Phoenix Coyotes.

Coyotes Hockey is owned by a handful of investors, the foremost of whom (in terms of
ownership percentage and dollars invested) are ultimately Jerry and Vickie Moyes. Hockey Hall
of Fame member Wayne Gretzky also owns a portion of Coyotes Hockey, and, until shortly
before the start of the 2009-2010 season, was the team’s head coach.

2.02

Prepetition Ownership and Capital Structure of the Debtors Prior to the Chapter 11
Cases.

a.

Prepetition Debt

As of the Petition Date, Coyotes Hockey was the borrower as to two significant secured
debts. Coyotes Hockey borrowed approximately $75,000,000 from SOF Investments, L.P.,
White Tip Investments, LLC, and Donatello Investments, LLC (collectively, “SOF”). The loans
from SOF were secured by a perfected security interest in substantially all Coyotes Hockey’s
assets. Coyotes Hockey also owed the NHL approximately $23.7 million as of the Petition Date
for periodic advances made to Coyotes Hockey beginning in November 2008, and approximately
$13.3 million as of the Petition Date under a February 2009 letter agreement. All loans from the
NHL were secured by a perfected security interest in substantially all of the assets of Coyotes
Hockey.
In connection with the NHL’s loans to Coyotes Hockey, SOF agreed to subordinate
their security interest in Coyotes Hockey’s assets to the NHL’s security interest in Coyotes
Hockey’s assets to the extent of any amounts loaned by the NHL to Coyotes Hockey.

In its schedules and statement of financial affairs, Coyotes Hockey listed approximately
$159,800,000 in unsecured debt obligations, comprising trade debt of approximately
$52,300,000 and two substantial obligations to insiders:
(a) a debt of approximately
$100,000,000 to Jerry Moyes, the ultimate super-majority owner of Coyotes Hockey and its
affiliates, for unsecured loans made to Coyotes Hockey to fund operating losses (the “Moyes
Claim”); and (b) a claimed debt of approximately $7,500,000 to Wayne Gretzky, the Phoenix
Coyote’s former head coach and minority owner of Coyotes Hockey,
for employment
compensation (the “Gretzky Claim”). The City and the Creditors’ Committee have objected to
the allowance and priority of both the Moyes Claim and the Gretzky Claim on various bases,
including that those Claims should be equitably subordinated under section 510(c) of the
Bankruptcy Code and that the Moyes Claim is properly characterized as equity, not debt.
Coyotes Hockey has not taken a formal position as to the allowance or priority of the Moyes
Claim or the Gretzky Claim, and initially assigned to the Creditors’ Committee all causes of
action with respect to Moyes and the Moyes Affiliates (as more particularly defined in the Plan,
the “Insider Claims”) pursuant to a stipulated order entered by the Bankruptcy Court on
September 23, 2009. Following the purchase of the Claims of the Creditors’ Committee’s
members in connection with the Sale (described below), the Creditors’ Committee assigned the
Insider Claims back to Coyotes Hockey for the limited purpose of holding such Insider Claims

8

until they could be transferred to a Liquidating Trustee or other independent party pursuant to a
Chapter 11 plan or Chapter 7 proceeding.

As of the Petition Date, Arena Management did not have any debt other than general
unsecured debt in the amount of approximately $33,808,387.99, which amount includes an
intercompany payable to Coyotes Hockey in the amount of $29,302,475.00.

b.

Equity

Coyotes Hockey is a Delaware limited liability company, whose majority member is
Coyotes Holdings, LLC. Arena Management is a Delaware limited liability company, wholly
owned by Coyotes Holdings, LLC. The organizational structure of the Debtors and their
affiliates is reflected in the following chart:

9

Jerry and Vickie Moyes

(Jerry and Vickie Moyes are co-trustees and beneficiaries of The Jerry and Vickie

Moyes Family Trust)

Jerry Moyes Owns 99% of Coyotes Holdings MemberCo., LLC
Vickie Moyes owns 1% of Coyotes Holdings MemberCo, LLC

The Jerry and Vickie Moyes

Family Trust

Coyotes Holdings MemberCo,

LLC

owns 75.14% of Coyotes Holdings,

LLC

owns 24.86% of Coyotes Holdings,

LLC

Coyotes Holdings, LLC

is the Managing Member and owner of 91.79% of the Units of Coyote Hockey, LLC

is the Managing Member and 100% owner of Arena Management Group, LLC

and

Hunter
½ Class
A Unit

Breslow

IRS
A Unit

Breslow
1 Class
A Unit

Wikert
1 Class
A Unit

0.7463%

1.4925%

1.4925%

1.4925%

Lake
Street
1 Class
A Unit
0.7463%

Gretzky
1 Class
A Unit

1.4925%

Arena Management Group, LLC

Coyotes Hockey, LLC

Dewey Ranch Hockey, LLC

Jerry Moyes is the Manager
and Coyotes Hockey, LLC is

the sole Member

10

2.03 Events Leading to the Chapter 11 Filing.

The Phoenix Coyotes have never operated at a profit in any year since relocating from
Winnipeg, Manitoba (where they played as the Winnipeg Jets) for the 1996 season. Since
moving from the America West Arena (now US Airways Center) in downtown Phoenix to the
Arena in Glendale, the Phoenix Coyotes’ operating losses continued, posting negative EBITDA
of $21,870,000 for the 2005-2006 season, negative $29,511,000 for 2006-2007, and negative
$21,727,000 for the 2007-2008 season.

On or about September 2008, Moyes determined that he was unwilling to continue to
provide financial support to the Debtors to maintain the operation of the Phoenix Coyotes hockey
team. Although the NHL provided secured funding as outlined above, there was no certain
source of future funding for the Debtors and the NHL could discontinue funding at any time.
The Debtors attempted to market the Debtors for sale or other capital infusion by hiring the
Scudder Law Firm, P.C. (the “Scudder Firm”) to identify and contact strategic investors that may
be interested in purchasing the Debtors’ assets or investing in the organization. Although the
Scudder Firm had no previous experience selling sports teams, the Scudder Firm provided
interested investors and purchasers with information regarding the Debtors to assist them with
their evaluation of the Debtors’ business. The Scudder Firm received and evaluated proposals
from interested purchasers and investors, the descriptions of which were filed under seal.

The Debtors were contacted by PSE Sports & Entertainment, L.P. (“PSE”), which is an
acquisition vehicle owned by Jim Balsille, a Canadian millionaire and founder of Research In
Motion (the maker of the Blackberry communication devices) as a potential buyer. Coyotes
Hockey and PSE entered into an asset purchase agreement dated May 5, 2009, under which PSE
agreed to purchase substantially all of Coyotes Hockey’s assets in the context of a Chapter 11
bankruptcy for an aggregate purchase price of $212.5 million. This sale also contemplated the
relocation of the Phoenix Coyotes to Hamilton, Ontario in time to begin the 2009-2010 hockey
season in October 2009. The Debtors commenced this jointly administered Chapter 11 Case to
effectuate the proposed sale to PSE under the PSE asset purchase agreement and relocate the
Phoenix Coyotes to Hamilton, Ontario.

ARTICLE III

The Debtors’ Chapter 11 Bankruptcy Cases

3.01 Brief Explanation of Chapter 11.

The commencement of a Chapter 11 case creates an estate that is comprised of all of the

legal and equitable interests of the debtor as of the filing date.

The confirmation of a plan of reorganization or liquidation is the principal objective of a
Chapter 11 case. A Chapter 11 plan sets forth the means for satisfying claims against and
interests in a debtor. Confirmation of a plan by the Bankruptcy Court makes the plan binding
upon the debtor, any issuer of securities under the plan, any person or entity acquiring property
under the plan, and any creditor of or interest holder in the debtor, whether or not such creditor
or interest holder (a) is impaired under or has accepted the plan or (b) receives or retains any

11

property under the plan. Subject to certain limited exceptions and other than as provided in the
plan itself or the confirmation order, the confirmation order discharges the debtor from any debt
that arose prior to the date of confirmation of the plan and substitutes therefor the obligations
specified under the confirmed plan.

3.02 Commencement of the Chapter 11 Cases.

The Debtors’ Chapter 11 Cases were assigned to the Honorable Redfield T. Baum,
United States Bankruptcy Judge for the District of Arizona. Since the Petition Date, the Debtors
have operated as debtors-in-possession under sections 1107 and 1108 of the Bankruptcy Code.
The Debtors hired Squire, Sanders & Dempsey, L.L.P. as their general bankruptcy counsel and
Bryan Cave, LLP as special conflicts counsel.

3.03 Appointment of a Creditors’ Committee.

On May 21, 2009, the Office of the United States Trustee (the “U.S. Trustee”) appointed
the Creditors’ Committee to represent the interests of the unsecured creditors. The Creditors’
Committee’s members were comprised of the following: (i) Clear Channel Radio, (ii) Climatic
Building Technologies Group, LLC, (iii) Coyotes Ice, LLC, (iv) Landcorp Property Maintenance
I, Inc. and (v) Maintenance Mart. Following the purchase of the Claims of the Creditors’
Committee’s members in connection with the Sale (described below), the Creditors’ Committee
became a largely defunct committee.

3.04

Significant Events During the Chapter 11 Cases.

a.

Asset Sale

Substantially all the activity in these Chapter 11 Cases since the Petition Date was
devoted to an extensive sale process for the purchase and sale, under section 363 of the
Bankruptcy Code, of substantially all the Debtors’ assets (the “Sale Process”).

The Sale Process began shortly after the Petition Date, when the Debtors filed a motion
with the Bankruptcy Court seeking approval of certain procedures designed to solicit bids for a
sale of the Phoenix Coyotes (a “Sale”) competing with a “stalking horse” offer of approximately
$212.5 million in cash by PSE. The Debtors’ proposed sale procedures—and ultimate goal of a
Sale to PSE—met with immediate and profound opposition from, among other parties, the NHL
and the City. Among many other arguments, the NHL argued that Coyotes Hockey could not
sell the Phoenix Coyotes to a proposed buyer that had not been approved as an owner in
accordance with a vote of the other NHL team owners and under the terms of the NHL’s
constitution and bylaws and that any such approval was not possible within the deadlines
required under the terms of PSE’s proposed purchase. The City argued, among other things, that
Coyotes Hockey’s agreement with the City—the Arena Management, Use, and Lease Agreement
(the “AMULA”) – could not be rejected as an executory contract under section 365 of the
Bankruptcy Code and that Coyotes Hockey could not sell its assets to a purchaser that would
relocate the team without violating specific performance provisions of the AMULA or incurring
a debt of many hundreds of millions of dollars.

12

Without

resolving the issues pertaining to the AMULA, on June 15, 2009,

the
Bankruptcy Court ruled that it could not approve a sale of the Phoenix Coyotes to PSE in
accordance with the PSE offer on the record before it. Specifically, the Bankruptcy Court ruled,
among other things, that the record did not establish that a bona fide dispute existed under
section 363 of the Bankruptcy Code to sell the assets free and clear of the NHL’s interests.
Moreover, the Bankruptcy Court ruled that it likely could not force the NHL to make a decision
on Coyotes Hockey’s and PSE’s relocation application prior to the June 29, 2009, deadline
imposed under the PSE asset purchase agreement. The Bankruptcy Court, therefore, denied the
Debtors’ efforts to sell Coyotes Hockey’s assets to PSE and relocate the Phoenix Coyotes
without prejudice.

Notwithstanding that ruling, Coyotes Hockey negotiated with PSE a revised bid to
purchase its assets, renewed its motion to sell its assets to PSE, and sought to further develop the
record before the Bankruptcy Court to establish, among other things, a bona fide dispute under
section 363 of the Bankruptcy Code. The Debtors and the NHL engaged in a disputed process to
have the Bankruptcy Court approve alternative sale procedures that would permit potential
buyers to again submit competing bids for the Phoenix Coyotes. The NHL prevailed, and the
Bankruptcy Court limited the initial round of bid solicitation to only those potential buyers who
would agree to keep the Phoenix Coyotes in Glendale. After the completion of that initial round,
no party had submitted a qualified, unconditional bid to purchase the Phoenix Coyotes and keep
the team in Glendale. Under the procedures adopted by the Bankruptcy Court, the Debtors were
permitted at that point to solicit bids from any potential purchasers, including those that, like
PSE, would relocate the team out of Glendale.

Ultimately, only two qualified bidders agreed to pursue a purchase of the Phoenix
Coyotes: PSE, which would relocate the team to Hamilton, Ontario, and the NHL. The NHL’s
bid would have satisfied all secured debt either by credit bid (for its own secured debt) or cash
(of approximately $80 million, to satisfy SOF’s secured debt), and would have paid, in cash,
substantially all unsecured claims against the Debtors other than the Moyes Claim and the
Gretzky Claim. The NHL’s bid was characterized generally as being worth approximately $140
million, while PSE’s bid was characterized as being worth approximately $212.5 million, but
ultimately included a conditional offer to purchase the City’s claims for up to $50 million. By
the time the Bankruptcy Court had scheduled an evidentiary hearing to consider the competing
bids, the NHL’s owners had voted to reject Balsille’s application to be approved as an owner,
and the NHL argued that PSE’s bid could not be approved because the NHL’s interest in
protecting its membership parameters as a private organization could not be adequately
protected.

The Bankruptcy Court conducted a lengthy evidentiary hearing on the competing bids
and issued its ruling on September 30, 2009. The Bankruptcy Court ruled that the NHL had a
non-monetary interest in maintaining the integrity of its private membership, that such an interest
was not compensable by the payment of a “relocation fee” or other remuneration, and that the
interest could not be adequately protected as required under section 363(e) of the Bankruptcy
Code. Accordingly, the Bankruptcy Court held that it could not approve the PSE bid and
rejected that bid with prejudice. The Bankruptcy Court also found that the NHL bid unfairly and
unjustifiably discriminated between similarly-situated unsecured claims—the NHL bid would
have paid trade claims in full while leaving nothing for the Moyes Claim and the Gretzky Claim,

13

among other discriminatory effects—and rejected the NHL bid without prejudice, expressly
inviting the NHL to amend its bid to correct the infirmities the Bankruptcy Court identified.

At a hearing conducted in the Bankruptcy Court on October 26, 2009,

the NHL
announced the terms of a revised bid to purchase the Debtors’ assets after lengthy and detailed
consultation with the Debtors, the Creditors’ Committee, the City and Jerry Moyes, represented
by his own, separate counsel. The revised NHL bid proposed to purchase or pay substantially all
(in number) of the Debtors’ prepetition unsecured creditors, and pay the secured prepetition debt
and secured postpetition debtor-in-possession financing debt owed to the NHL and SOF. The
revised bid also proposed that the NHL and the Debtors enter into a transition services agreement
and a partial lease assignment agreement under which the NHL will operate the Phoenix Coyotes
and pay the Debtors’ obligations under substantially all of its executory contracts and the
AMULA for a period of time to allow the NHL to market the Phoenix Coyotes. This would
effectively allow the NHL to solicit bids to purchase the Debtors’ assets and keep the Phoenix
Coyotes in Glendale, while at the same time leave open the possibility of a relocation of the
Phoenix Coyotes (and rejection of executory contracts and the AMULA) if the NHL cannot find
a Glendale purchaser before June 30, 2010.

The revised NHL bid is valued at approximately $128,382,121, which amount includes
the payment of approximately $13.3 million to the Debtors’ Estates to satisfy professional
administrative claims and the allowed unsecured claims of creditors the NHL did not purchase or
pay for under the revised NHL bid (effectively the Moyes Claim, the Gretzky Claim, certain of
the City’s claims and potential rejection damages claims if certain executory contracts or
unexpired leases are rejected by the Debtors on or after June 30, 2010).

On November 2, 2009, the Bankruptcy Court entered an order approving the revised
NHL bid, as further amended and described in that order, and the NHL closed the Sale the same
day, wiring approximately $13.3 million in cash into the Debtors’ estates.

As a part of the NHL sale transaction, each of Coyotes Hockey and Arena Management
committed itself not to assume or reject any executory contract or unexpired lease, including the
AMULA, until June 30, 2010, so that the NHL could continue to market the Phoenix Coyotes for
sale to a buyer that will keep the team in Glendale. If such a buyer is found, the NHL will direct
the Debtors to assume and assign some or all of the Glendale-related executory contracts and
unexpired leases, including the AMULA (possibly, as amended under agreement between the
buyer and the City). If such a buyer cannot be found by June 30, 2010—the approximate date of
the end of the 2009-2010 NHL season—the NHL will likely pursue a sale of the team to a buyer
that will relocate the team out of the Glendale area, necessitating a rejection of substantially all
Glendale-related executory contracts and unexpired leases, including the AMULA.

Following the closing of the Sale, the Debtors’ Estates consist of approximately $13.3
million and certain limited non-liquid assets, including causes of action under Chapter 5 of the
Bankruptcy Code and the Insider Claims (as discussed below), not purchased by the NHL in the
Sale. The Holdings and Dewey estates have essentially no debts and no assets and may
ultimately be liquidated under Chapter 7 of the Bankruptcy Code. The debts and assets of those
estates are not the subject of the Plan.

14

b.

Insider Claims

The Insider Claims, which are comprised of causes of action against Moyes and the
Moyes Affiliates, were transferred to the Creditor’s Committee pursuant to a stipulated order on
September 23, 2009 because of a conflict of interest resulting from Jerry Moyes’ control over the
Debtors.
In connection with the sale of the Debtors’ assets to the NHL, the NHL Entities
purchased the Claims of the Creditor’s Committee’s members. As a result, the Creditors’
Committee did not investigate or pursue the Insider Claims. Prior to dissolution of the Creditor’s
Committee, the Insider Claims were transferred back to the Debtors pursuant to a stipulated
order entered by the Court on May 7, 2010. Notwithstanding the transfer of the Insider Claims
to the Debtors, the Debtors acknowledged and agreed that they would not settle or otherwise
resolve the Insider Claims but rather would maintain the “status quo” and hold the Insider
Claims until such claims could be transferred to a Liquidating Trustee or another independent
party. Under the terms of the Plan, the Insider Claims would be transferred by the Debtors to the
Liquidating Trustee on the Effective Date.

c.

Conversion Motion

On December 3, 2009, the City filed a motion seeking to convert these Chapter 11 Cases
to cases under Chapter 7 of the Bankruptcy Code (the “Conversion Motion”). The Conversion
Motion was filed in order to reduce the cost administrating the Debtors’ estates and to ensure that
the Insider Claims were investigated and pursued by an independent party.

3.05 Monthly Financial Reports.

Monthly financial reports have been filed by the Debtors for each month beginning in

May 2009 through and including March 2010.

General Information on Confirmation Procedure and Voting

ARTICLE IV

4.01

Purpose of Disclosure Statement.

The Bankruptcy Code requires the provisions of this Disclosure Statement to all Holders
of Claims and Equity Interests in the Debtors entitled to vote upon the Plan pursuant to section
1125 of the Bankruptcy Code to enable such Holders of Claims and Equity Interests to make an
informed judgment concerning the Debtors’ solicitation of acceptances of the Plan. After notice
and a hearing conducted on _______________, the Bankruptcy Court by Final Order dated
_________________, approved this Disclosure Statement as containing “adequate information”
(as defined in section 1125(a) of the Bankruptcy Code) of a kind, and in sufficient detail, to
enable a hypothetical reasonable investor typical of the Holders of Claims against and Equity
Interests in the Debtors to make an informed judgment in voting to accept or reject the Plan.
Approval of this Disclosure Statement by the Bankruptcy Court, however, does not constitute a
recommendation to accept or reject the Plan.

15

4.02 Voting On the Plan.

a.

Who May Vote.

Pursuant to section 1126 of the Bankruptcy Code, only the Holders of Claims or Equity
Interests in Classes that are Impaired by the Plan may vote on the Plan. Holders of Claims or
Equity Interests not Impaired by the Plan are deemed to accept the Plan and do not have the right
to vote on the Plan. Administrative Claims and Priority Tax Claims are not generally classified
for purposes of voting or receiving Distributions under the Plan. In this case, Holders of Claims
in the following Classes are entitled to vote to accept or reject the Plan: Class 3a, Class 3b, Class
4a, Class 4b, Class 5a and Class 5b. This Disclosure Statement is being distributed for
the Equity Interest Holders and parties-in-interest
informational purposes to all Creditors,
without regard to their right to vote.
If you are entitled to vote to accept or reject the Plan, a
Ballot is enclosed for the purpose of voting.

b.

Eligibility.

In order to vote on the Plan, a Creditor must have timely filed or been assigned a timely
filed proof of claim, unless its Claim is listed on the Debtors’ Schedules and is not identified as
disputed, unliquidated, or contingent or has been objected to prior to the Confirmation Hearing.
Creditors having an Allowed Claim in more than one Class may vote in each Class in which they
hold a separate Claim by casting a Ballot in each Class. The Bar Date set by the Bankruptcy
Court for filing proofs of claim for general claims was August 14, 2009.

c.

Binding Effect.

Whether a Creditor votes on the Plan or not, such person will be bound by the terms of
the Plan if the Plan is confirmed by the Bankruptcy Court. Unless a Ballot is completed and
returned in accordance with approved Bankruptcy Court procedures, a Creditor will not be
included in the vote for purposes of accepting or rejecting the Plan or for purposes of
determining the number of Persons voting on the Plan.

d.

Procedure/Voting Deadlines.

In order for your vote to count, you must complete, date, sign and properly mail the
enclosed Ballot (please note that envelopes have been included with the Ballot) to the following:

[ATTORNEY NAME]

[ADDRESS]

Pursuant to Federal Rule of Bankruptcy Procedure 3017, the Bankruptcy Court ordered
that original Ballots for the acceptance or rejection of the Plan must be received by mail or
overnight delivery to the address set forth above on or before ________p.m., MST on
_________________ (the “Voting Deadline”). Facsimile or electronically submitted Ballots
will not be counted. A form of the Ballot is attached hereto as Exhibit B. Once you have
delivered your Ballot, you may not change your vote, except for cause shown to the Bankruptcy
Court after notice and hearing.

16

Any Ballot received that is incomplete in any way shall be deemed to be cast as follows:

(i)

Ballots received that do not evidence the amount or evidence an incorrect
amount of such Creditor’s Claim shall be completed or corrected, as the case may be,
based upon the following hierarchy: (i) the claim amount temporarily Allowed by Court
order for voting purposes pursuant to Bankruptcy Rule 3018; (ii) the amounts of any
timely filed proofs of Claim which have not been objected to prior to the Voting
Deadline; and (iii) the claim amount listed on the Schedules if no proof of Claim has been
filed by such Creditor, and counted as a vote to accept or reject the Plan;