IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., EIN: 23-2948309 Debtor.

In re: FASTSHIP ATLANTIC, INC., EIN: 23-2990980 Debtor. In re: THORNYCROFT, GILES & CO., INC., EIN: 23-2991142 Debtor. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 12-10968 (BLS)

Chapter 11 Case No. 12-10970 (BLS)

Chapter 11 Case No. 12-10971(BLS)

MOTION FOR ORDER DIRECTING JOINT ADMINISTRATION OF CASES UNDER BANKRUPTCY RULE 1015(b) FastShip, Inc. (FSI), FastShip Atlantic, Inc. (FSA) and Thornycroft, Giles & Co., Inc. (TGC, together with FSI and FSA, the Debtors and each individually, a Debtor), debtors and debtors in possession in the above-captioned chapter 11 cases, hereby move (the Motion) this Court for entry of an order under Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) consolidating, for procedural purposes only, and providing for joint administration of their separate chapter 11 cases. A proposed order is attached hereto as Exhibit A. In support of this Motion, the Debtors respectfully represent1 as follows:

The facts supporting the Motion are set forth in the Declaration of Roland K. Bullard, II in Support of Chapter 11 Petitions and Requests for First Day Relief (the Bullard Declaration), filed concurrently herewith.

JURISDICTION AND VENUE 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334.

This is a core proceeding under 28 U.S.C. 157(b)(2). The venue of the Debtors chapter 11 cases and this Motion are proper pursuant to 28 U.S.C. 1408 and 1409. Section 105(a) of Title 11 (the Bankruptcy Code) of the United States Code and Bankruptcy Rule 1015(b) provide the statutory predicate for the relief sought herein. BACKGROUND 2. Simultaneously herewith (the Petition Date), the Debtors filed with this Court

voluntary petitions for relief under chapter 11 of the Bankruptcy Code. Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors are continuing to operate their businesses and manage their property and assets as debtors in possession. No trustee, examiner or committee of creditors has yet been appointed in any of the Debtors chapter 11 cases. 3. The Debtors are composed of three interrelated entities, each of which is a Delaware

corporation. FSI was formed in 1997. Shortly thereafter FSA and TGC were merged into, and then became, wholly-owned subsidiaries of FSI. 4. The Debtors are privately held companies that have sought to raise seed capital to

implement a business plan using patented ship technology to revolutionize international freight transportation. The new ships would provide service speeds three times faster than traditional sea freight with previously unheard-of reliability. On a door-to-door basis, the resulting service would be comparable to airfreight at half the cost. 5. TGC holds U.S. and international patents for its unique design (the Design) for a

ship that operates at high speeds carrying heavy loads of freight in open-ocean conditions in virtually any weather. The Debtors believe the Design will be of significant commercial and military 2

value, particularly in a world of expanding trade, global manufacturing, and just-in-time supplychain methods. 6. For many years, the Debtors focused their efforts on creating the first commercial

service using the Design to demonstrate the value of the new technology in commercial use. To this end, the Debtors developed a business plan for a freight service on the North Atlantic trade route, which business plan required the Debtors to build four ships using the Design with specialized cargo-handling systems calling on dedicated terminals in Philadelphia, Pennsylvania and Cherbourg, France. 7. In order to construct the ships and fully fund the business plan, the Debtors sought to

raise $2 billion in financing. During the period from 1998 to 2008, the Debtors were close to raising the necessary capital to launch the business plan on three occasions, but were unable to close on the required financing because of political and markets setbacks. 8. The combination of deal fatigue and the collapse of the global economy in 2008-2009

forced the Debtors to abandon their original commercial business plan. 9. At the same time that hope for the commercial business plan faded, the U.S. Navy

entered into a contract to build a new class of high speed combat vessels, the first of which was built and delivered at a cost of $650 million. The Debtors believe that the design of this vessel infringes on TGCs patents. As a result, the Debtors believe a strong claim exists against the U.S. government for patent infringement. The Debtors attempted to reach a negotiated settlement with the U.S. government by filing an administrative claim in April 2008. Fully two years later, the U.S. government summarily denied the Debtors claim on what the Debtors, and their technical advisors, believe to be meritless grounds.

10.

Through the bankruptcy process, the Debtors will create a liquidating trust to pursue

and monetize the patent infringement litigation against the U.S. government and distribute the proceeds of such action to their creditors in an orderly fashion. RELIEF REQUESTED 11. By this Motion, the Debtors, pursuant to Bankruptcy Rule 1015(b) and Local

Rule 1015-12, seek entry of an order directing joint administration of the chapter 11 cases for procedural purposes only. Specifically, the Debtors request that the Court maintain one file and one docket for all of the chapter 11 cases under the case of FSI and that the chapter 11 cases be administered under the following caption: In re: FASTSHIP, INC., et al., Debtors.
2

) ) ) ) )

Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

12.

The Debtors also request the Court to direct that an entry be made on the docket of

each of the Debtors chapter 11 cases, other than FSI, to reflect the joint administration of the chapter 11 cases, that is substantially similar to the following: An order has been entered, in accordance with Bankruptcy Rule 1015(b) and Local Rule 1015-1, directing joint administration of the chapter 11 cases of Fastship, Inc. All further pleadings and other papers shall be filed in, and all further docket entries shall be made in, Case No. 12-10968.

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: Fastship, Inc. (8309), Fastship Atlantic, Inc. (0980) and Thornycroft, Giles & Co., Inc. (1142). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

BASIS FOR RELIEF 13. Bankruptcy Rule 1015(b) provides that, if two or more petitions are pending in the

same court by or against a debtor and an affiliate, the court may order a joint administration of the estates. Local Rule 1015-1 clarifies the standard for determining when joint administration is appropriate, providing that joint administration may be ordered upon the filing of a motion for joint administration pursuant to Fed. R. Bankr. P. 1015, supported by an affidavit, declaration or verification, which establishes that the joint administration of two or more cases pending in this Court under title 11 is warranted and will ease the administrative burden for the Court and the parties. 14. The Bankruptcy Code defines affiliate to mean, among other things: [an] entity that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor . . .[or] [a] corporation 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by the debtor, or by an entity that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor . . . 11 U.S.C. 101(2). 15. Joint administration is warranted because the Debtors are affiliates of one another,

as that term is defined in section 101(2) of the Bankruptcy Code, because FSA and TGC are wholly owned subsidiaries of FSI. 16. The Debtors anticipate that each of the Chapter 11 Cases will proceed on the same

timetable and that most of the notices, applications, motions, other pleadings, and orders filed in these cases will affect all of the Debtors. The joint administration of the Chapter 11 Cases will allow the Clerk of the Court to use a single general docket for these Cases rather than maintaining and 5

updating 3 different dockets. Similarly, joint administration will eliminate the need for duplicative notices, applications, and orders, allowing the Debtors, their creditors and other parties in interest to file one pleading in a consolidated case rather than several pleadings in the Debtors three individual cases, to combine and streamline service of those pleadings and other notices on creditors and other parties in interest, and to monitor the Chapter 11 Cases by reviewing one docket rather than three separate dockets. 17. In summary, joint administration will reduce the number of documents that must be

prepared and filed in connection with the Chapter 11 Cases, reduce the administrative burden of coordinating these cases, and reduce the monitoring burden that these cases will impose on the Court, the Clerk of the Court, the United States Trustee, and all other parties in interest. 18. The rights of the respective creditors of the Debtors will not be adversely affected by

the proposed joint administration of these cases because the rights of each creditor against the respective estates will be preserved. The Motion neither seeks substantive consolidation of the Debtors estates, nor seeks to change the relative rights and remedies of creditors against any of the individual Debtors. Thus, the substantive rights of parties in interest will not be prejudiced or otherwise negatively affected by the entry of an order directing the procedural joint administration of the Chapter 11 Cases. 19. Accordingly, the Debtors have met the requirements of Bankruptcy Rule 1015(b) and

Local Rule 1015-1, and request the immediate entry of an order providing for the joint administration of the Chapter 11 Cases pursuant to Bankruptcy Rule 1015(b) and Local Rule 1015-1.

NOTICE 20. No trustee, examiner, or creditors committee has been appointed in these chapter 11

cases. Notice of this Motion has been given to: (a) the United States Trustee for this region, (b) the Debtors twenty largest unsecured creditors; and (c) the DIP Lender. In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is required. WHEREFORE, the Debtors respectfully request that the Court enter an order consolidating for procedural purposes only, and providing for the joint administration of, their respective chapter 11 cases under Bankruptcy Rule 1015(b). Dated: March 20, 2012 Respectfully submitted, BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP By: /s/ Raymond H. Lemisch Raymond H. Lemisch, Esquire (No. 4204) Jennifer E. Smith, Esquire (No. 5278) 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 (302) 442-7010 (Telephone) (302) 442-7012 (Facsimile) rlemisch@beneschlaw.com jsmith@beneschlaw.com -andKari Coniglio, Esquire (OH 0081463) 200 Public Square 2300 BP Tower Cleveland, OH 44114 (216) 363-4500 (Telephone) (216) 363-4588 (Facsimile) kconiglio@beneschlaw.com Proposed Counsel for FastShip, Inc., FastShip Atlantic, Inc. and Thornycroft, Giles & Co., Inc., Debtors and Debtors in Possession 7

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EXHIBIT A

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., EIN: 23-2948309 Debtor. In re: FASTSHIP ATLANTIC, INC., EIN: 23-2990980 Debtor. In re: THORNYCROFT, GILES & CO., INC., EIN: 23-2991142 Debtor. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 12-10968 (BLS)

Re: Docket No. ___

Chapter 11 Case No. 12-10970 (BLS)

Re: Docket No. ___

Chapter 11 Case No. 12-10971 (BLS)

Re: Docket No. ___

ORDER DIRECTING JOINT ADMINISTRATION OF CASES UNDER BANKRUPTCY RULE 1015(b) Upon consideration of the motion (the Motion) of FastShip, Inc. (FSI), FastShip Atlantic, Inc. (FSA) and Thornycroft, Giles & Co., Inc. (TGC, together with FSI and FSA, the Debtors and each individually, a Debtor), the debtors and debtors in possession in the above-captioned chapter 11 cases, for an order administratively consolidating their respective chapter 11 cases for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules); the Court having reviewed the Motion and having heard the statements of counsel for the Debtors in support thereof and the relief requested therein; the Court finds that: (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, and that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); (b) the

granting of the Motion is in the best interests of the Debtors, their estates and creditors, and that, absent such relief, the Debtors efforts to reorganize may be materially impaired; (c) proper and adequate notice has been given and that no other or further notice is necessary; and (d) the legal and factual bases set forth in the Motion establish just cause for the relief herein granted; IT IS HEREBY ORDERED THAT: 1. 2. The Motion is granted; The above-captioned chapter 11 cases are hereby consolidated for procedural

purposes only and shall be jointly administered in accordance with Bankruptcy Rule 1015(b) and Local Rule 1015-1; 3. The caption for the jointly administered cases shall read as follows: IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., 1 Debtors. ) ) ) ) ) Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

4. A docket entry shall be made in each of the Debtors cases substantially as follows: An order (the Consolidation Order) has been entered in accordance with Bankruptcy Rule 1015(b) and Local Rule 1015-1 directing the procedural consolidation and joint administration of the chapter 11 cases listed below. The docket in Case No. 12-10968 (BLS) should be consulted for all matters affecting this case. The following chapter 11 cases have been consolidated pursuant to the Consolidation Order: FASTSHIP, INC. FASTSHIP ATLANTIC, INC. THORNYCROFT, GILES & CO., INC.
1

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309), FastShip Atlantic, Inc. (0980) and Thornycroft, Giles & Co., Inc. (1142). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

5.

A combined service list shall be used for the jointly administered cases, and

combined notices shall be sent to creditors of the Debtors estates. 6. 7. Separate claims registers for each of the Debtors shall be maintained. Any deviation from the procedures and requirements of this Order shall be only

by order of the Court. 8. This Court shall retain jurisdiction with respect to all matters arising from or

relating to the interpretation or implementation of this Order.

Dated:

, 2012 Wilmington, Delaware

BRENDAN L. SHANNON United States Bankruptcy Judge

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