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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF IOWA

In Re:

NATURAL PORK PRODUCTION II,
LLP,

Debtor and Debtor in Possession.

PO Box 468
Harlan, IA 51537

EIN: 03-0480873
____________________________________

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Case No.: 12-02872-als11

Chapter 11

Hon. Anita L. Shodeen

ORDER GRANTING DEBTOR’S
MOTION TO PROCEED WITH
LIQUIDATION OF ROMANIAN
INVESTMENT

Date Entered On Docket

June 12, 2013

This matter having come before the Court on the Debtor’s Motion For Order Authorizing Debtor

To Proceed with Liquidation of Romanian Investment [Docket Item 396] (the “Sale Motion”).

No timely objections were filed to the Sale Motion. Debtor’s Exhibits 1 and 2 submitted prior to

hearing are received. The Court has reviewed the Motion, documents attached to the proposed

order, and the admitted exhibits identified in the Debtor’s Exhibit List filed at docket number

423.1 Based upon the foregoing, the Court FINDS that:

1.

This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334. Venue in this district 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). The statutory predicates for relief sought herein

include Bankruptcy Code §§ 105(a), 363, and Bankruptcy Rules 2002, 6004, 6006 and 9006.

2.

This Sale Order constitutes a final and appealable order within the meaning of 28

U.S.C. § 158(a). To the extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the

Federal Rules of Civil Procedure, made applicable by Bankruptcy Rule 7054, the Court

1 Although other documents were translated, for some reason, the appraisal performed related to the facility was not
translated. Consequently, the Court can only rely upon the representations contained in the Debtor’s Sale Motion as
to the value of the subject property.

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expressly finds there is no just reason for delay in the implementation of this Sale Order, and

expressly directs entry of judgment as set forth herein.

3.

As evidenced by the certificates of service filed with the Court, proper, timely,

adequate and sufficient notice of the Sale Motion has been provided in accordance with

Bankruptcy Rules 2002, 6004, 9006, 9007, 9008 and 9014. Such notice was sufficient and

appropriate under the circumstances. No other or further notice of the Sale Motion is necessary

or shall be required.

4.

A reasonable opportunity to object or be heard regarding the requested relief has

been afforded to all interested parties.

5.

The Debtor’s Schedule B(13) discloses the Debtor holds all the outstanding and

issued shares and/or other equity interests in a Romanian business entity legally described as S.C.

Natural Porc Production Olt, S.R.L. and commonly referred to as Natural Porc Production Olt

(hereinafter referred to as “NPPOS”).

6.

NPPOS has advised the Debtor that it desires to sell its Ipotesti Farm, which

represents substantially all of its assets, to S.C. Agrikilti S.R.L, dba Carmistin (“Carmistin”). To

that end, on April 22, 2013, the Debtor authorized NPPOS to execute a Promissory Sale Purchase

Agreement (“Pre-Contract”), whereby Carmistin proposes to purchase the Ipotesti Farm for

approximately €500,000.00 (Euros), plus VAT (Value Added Tax), plus assumption of several of

NPPOS’s liabilities, including resolution of several tax, financial, legal and environmental

obligations that have an approximate value of €58,000.00. A true and exact copy of the complete

Pre-Contract is attached hereto as Exhibit “A” and is incorporated by reference herein.

7.

To facilitate initiation of the sale process, on April 16, 2013 the Debtor, by and

through Lawrence Handlos, its Sole Managing Partner, in its capacity as the Sole Shareholder of

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NPPOS, formally resolved in writing to sell the Ipotesti Farm to Carmistin and empower Ms.

Cristiana-Luminita Popa, to act on behalf of NPPOS in execution of the Pre-Contract and take those

other actions in furtherance of the sale of the Ipotesti Farm. A true and exact copy of the Resolution

is attached hereto as Exhibit “B” and is incorporated by reference herein.

8.

Because the Debtor herein is a Debtor and Debtor in Possession in a reorganization

case before this Court, a condition of the Pre-Contract requires an Order of this Court confirming

that the Debtor has the authority, as the sole equity interest holder of NPPOS, to authorize NPPOS

to sell substantially all of its assets, namely the Ipotesti Farm.

9.

The Debtor has demonstrated compelling circumstances and sufficient sound

business judgment and justification to authorize NPPOS to enter into the Pre-Contract and to

proceed to a Sale Purchase Agreement resulting in the sale of the Ipotesti Farm.

10.

The Debtor has full power and authority to authorize NPPOS to execute the Pre-

Contract and proceed to a Sale Purchase Agreement and any and all other documents

contemplated thereby, and the authorizations of the Debtor to NPPOS have been duly and validly

authorized by all necessary action of the Debtor. No consents or approvals other than those

provided for in the Pre-Contract are required for the Debtor to proceed with authorizing NPPOS

to sell the Ipotesti Farm.

11.

Time is of the essence in consummating the transactions contemplated herein, and

in order to maximize the value to the Debtor’s bankruptcy estate, it is essential that the sale of

the Ipotesti Farm occur promptly, and within the time constraints set forth in the Pre-Contract.

Accordingly, there is cause to lift the stays contemplated by Bankruptcy Rules 6004 and 6006.

IT IS HEREBY ORDERED that:

1.

The Sale Motion is granted.

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2.

The Debtor is authorized to liquidate its investment in NPPOS, by instructing

NPPOS to sell its sole asset, the Ipotesti Farm, and to execute all necessary documents and

instruments and take all the requisite actions under applicable Romanian law, to consummate a

final Sale Purchase Agreement.

3.

The stays contemplated by Bankruptcy Rules 6004 and 6006 are lifted.

/s/ Anita L. Shodeen
Judge, U.S. Bankruptcy Court

Respectfully submitted,

/s/ Jeffrey D. Goetz
Jeffrey D. Goetz, Esq., IS #9999366
Bradshaw Fowler Proctor & Fairgrave, P.C.
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
515/246-5817
515/246-5808 FAX
[email protected]

General Reorganization Counsel for
Natural Pork Production II, LLP,
Debtor and Debtor in Possession

Parties receiving this Order from the Clerk of Court:
Electronic Filers in this Chapter Case

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