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Case 14-12384-LSS

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In re:


Reorganized Debtors.

Chapter 11

Case No. 14-12384 (LSS)

Jointly Administered

Hearing Date: February 19, 2015 at 11:30 a.m. (ET) Objection Deadline: February 11, 2015 at 4:00 p.m. (ET)


LDK Solar Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.

(as reorganized, each a “Reorganized Debtor” and, collectively, the “Reorganized Debtors”, and

prior to the Effective Date, each a “Debtor” and, collectively, the “Debtors”), 2 by and through

their undersigned counsel, hereby submit this motion (this “Motion”) pursuant to section 350(a)

of title 11 of the United States Code (the “Bankruptcy Code”), rule 3022 of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”) and rule 3022-1 of the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”), for entry of a final decree, substantially in the form attached

hereto as Exhibit A (the “Proposed Order”), closing these cases (these “Chapter 11 Cases”). In

further support of this Motion, the Reorganized Debtors respectfully represent as follows:

1 The Reorganized Debtors in these chapter 11 cases, along with the last four digits of each Reorganized Debtor’s federal tax identification number, are: LDK Solar Systems, Inc. (2944); LDK Solar USA, Inc. (0488); and LDK Solar Tech USA, Inc. (3978). The mailing address for each Reorganized Debtor is 1290 Oakmead Parkway, Suite 306, Sunnyvale, California 94805.

2 Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Plan (as defined below).

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1. The Bankruptcy Court has jurisdiction to consider this matter pursuant to

28 U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference from the United

States District Court for the District of Delaware, dated as of February 29, 2012. Venue is

proper before this Bankruptcy Court pursuant to 28 U.S.C. §§ 1408 and 1409. This matter is a

core proceeding pursuant to 28 U.S.C. § 157(b)(2). 3

2. The statutory and legal predicates for the relief requested herein are

section 350(a) of the Bankruptcy Code, Bankruptcy Rule 3022, and Local Rule 3022-1.


3. On October 21, 2014 (the “Petition Date”), each of the Debtors filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. On October 22, 2014, the

Bankruptcy Court entered an order consolidating the Debtors’ chapter 11 cases for procedural

purposes only pursuant to Bankruptcy Rule 1015(b) and Local Rule 1015-1 [Docket No. 26].

4. On November 21, 2014, the Bankruptcy Court entered the Order

(I) Approving (A) the Disclosure Statement, (B) the Solicitation of Votes and Voting Procedures,

and (C) the Form of Account Holder Letter and Ballot; and (II) Confirming the Debtors’ Joint

Prepackaged Plan of Reorganization [Docket No. 84] (the “Confirmation Order”). Pursuant to

the Confirmation Order, the Bankruptcy Court, among other things, confirmed the Joint

Prepackaged Plan of Reorganization for LDK Solar Systems, Inc., LDK Solar USA, Inc. and

LDK Solar Tech USA, Inc. (the “Plan”), a copy of which is attached to the Confirmation Order as

Exhibit A.

3 The Reorganized Debtors consent, pursuant to Local Rule 9013-1(f), to the entry of a final order by the Bankruptcy Court in connection with this Motion to the extent that it is later determined that the Bankruptcy Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution.



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5. On December 11, 2014, the Reorganized Debtors filed the Notice of

(I) Effective Date of the Joint Prepackaged Plan of Reorganization For LDK Solar Systems, Inc.,

LDK Solar USA, Inc. and LDK Solar Tech USA, Inc. and (II) Bar Date for Certain Claims

[Docket No. 92] (the “Effective Date Notice”). The Effective Date Notice provided notice that,

among other things, on December 10, 2014 (the “Effective Date”), the Plan became effective and

the Reorganized Debtors emerged from bankruptcy protection.

6. As evidenced by the Affidavit of Service [Docket No. 95], filed on

December 18, 2014 the Effective Date Notice was served on all of the Reorganized Debtors’

known creditors, equity interest holders, the Office of the United States Trustee (the “U.S.

Trustee”), and all parties requesting notice under Bankruptcy Rule 2002. The Effective Date

Notice announced, among other things, the entry of the Confirmation Order, the occurrence of

the Effective Date of the Plan, and the establishment of January 9, 2015 as the bar date (the

“Administrative Expense Claims Bar Date”) for filing applications for the allowance of

compensation or reimbursement of expenses incurred by any Professional retained in these

Chapter 11 Cases.

7. As evidenced by the Affidavit of Publication Regarding Notice of

(I) Effective Date of the Joint Prepackaged Plan of Reorganization For LDK Solar Systems, Inc.,

LDK Solar USA, Inc. and LDK Solar Tech USA, Inc. and (II) Bar Date for Certain Claims

[Docket No. 100], filed on December 30, 2014, the Effective Date Notice was published on

December 19, 2014 in The Wall Street Journal (Global Edition).

8. Since the Effective Date, the Reorganized Debtors have, among other

things, been performing their obligations and responsibilities under the Plan. Given the progress

in implementing the Plan since the Effective Date, including, without limitation, cancelling the



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Senior Notes and making distributions to Senior Notes Guarantee Claims, the Reorganized

Debtors have determined that each of these Chapter 11 Cases should be closed. The Chapter 11

Cases are as follows:

Name of Debtor

Case Number

LDK Solar Systems, Inc.


LDK Solar Tech USA, Inc.


LDK Solar USA, Inc.



9. Pursuant to this Motion, the Reorganized Debtors seek entry of the

Proposed Order closing these Chapter 11 Cases, without prejudice to the Reorganized Debtors’

right to seek to reopen these Chapter 11 Cases at a later time should the need to reopen these

Chapter 11 Cases arise.


10. Section 350(a) of the Bankruptcy Code provides that “[a]fter an estate is

fully administered and the court has discharged the trustee, the court shall close the case.” 11

U.S.C. § 350(a). Bankruptcy Rule 3022 provides that “[a]fter an estate is fully administered in a

chapter 11 reorganization case, the court, on its own motion or on motion of a party in interest,

shall enter a final decree closing the case.” Fed. R. Bankr. P. 3022. Finally, Local Rule 3022-1

states that “[u]pon written motion, a party in interest may seek the entry of a final decree at any

time after the confirmed plan has been fully administered provided that all required fees due

under 28 U.S.C. § 1930 have been paid.” Del. L. Bankr. R. 3022-1(a).

11. Neither the Bankruptcy Code nor the Bankruptcy Rules define the term

“fully administered.” The Advisory Committee Note to the 1991 amendment to Bankruptcy

Rule 3022 provides a list of six factors that a court may consider in determining whether an



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estate has been fully administered for final decree purposes. The six factors are: (a) whether the

order confirming the plan has become final; (b) whether deposits required by the plan have been

distributed; (c) whether the property proposed by the plan to be transferred has been transferred;

(d) whether the debtor or the successor of the debtor under the plan has assumed the business or

the management of the property dealt with by the plan; (e) whether payments under the plan have

commenced; and (f) whether all motions, contested matters, and adversary proceedings have

been finally resolved. See Advisory Committee Note to Fed. R. Bankr. P. 3022.

12. Courts have frequently applied the six factors set forth in the Advisory

Committee Note in determining whether a case has been fully administered. See, e.g., In re

Kliegl Bros. Univ. Elec. Stage Lighting Co., Inc., 238 B.R. 531, 542 (Bankr. E.D.N.Y. 1999)

(using the six factor test to deny the debtor’s contention that estate was fully administered in part

because no provision had not been made for administrative claims); In re Mold Makers, Inc., 124

B.R. 766, 768 (Bankr. N.D. Ill. 1990); In re SLI, Inc., Case No. 02-12608 (WS), 2005 Bankr.

LEXIS 1322, at *5 (Bankr. D. Del. June 24, 2005) (denying motion for final decree because an

appeal of the confirmation order was still pending); In re Ball, Case No. 06-1002 (PMF), 2008

Bankr. LEXIS 1532 at *6 (Bankr. N.D. W. Va. May 23, 2008). Courts employ these factors as a

guide to determine whether a case is fully administered, although each of the factors need not be

present in order for a court to enter a final decree. See Walnut Assocs. v. Saidel, 164 B.R. 487,


(E.D. Pa. 1994); Mold Makers, 124 B.R. at 768; In re JMP-Newcor Int’l, Inc., 225 B.R. 462,


(Bankr. N.D. Ill. 1998) (finding that case was fully administered despite pending adversary


13. Taking the foregoing factors into account, it is evident that the Chapter 11

Cases have been fully administered. First, the fourteen (14) day stay of the Confirmation Order



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provided under Bankruptcy Rule 3020(e) was waived by the Bankruptcy Court. See

Confirmation Order ¶ 39. The time period within which to appeal the Confirmation Order

expired on December 5, 2014. Accordingly, the Confirmation Order is final and unable to be

appealed. Second, because all classes of claims under the Plan are unimpaired, other than the

class receiving a distribution under the Scheme, the Debtors did not establish a prepetition claims

process and there are not prepetition claims remaining to be resolved. 4 With the exception of the

final fee applications filed by the Reorganized Debtors’ retained Professionals relating to their

services during these Chapter 11 Cases (the “Fee Applications”), no Administrative Expense

Claims were submitted or filed. Third, the Scheme Supervisors (as defined in the Scheme) are in

the process of making the required distributions to Holders of Senior Notes Guarantee Claims in

connection with the Scheme. Fourth, the Reorganized Debtors have assumed the business and

management of the Debtors’ property under the Plan. Lastly, with the exception of the Fee

Applications (which will be heard by the Bankruptcy Court at the hearing on this Motion), there

4 Proofs of claim have been filed in these Chapter 11 Cases by JPMorgan Chase Bank, N.A. [Claim No. 1] and the U.S. Customs and Border Protection [Claim No. 2] (such claims, the “Filed Claims”). Because all Claims under the Plan are unimpaired except for those Claims in Class C (Senior Notes Guarantee Claims), which Class the Holders of the Filed Claims are not a part of, the Reorganized Debtors believe that the Filed Claims do not need to be reconciled or resolved in connection with these Chapter 11 Cases. The Reorganized Debtors will resolve such Filed Claims in the ordinary course of business, outside of bankruptcy, in an appropriate non-bankruptcy forum, and the claimants and the Reorganized Debtors will retain all claims, rights and defenses with respect to the subject matter and the merits of such Filed Claims. The Reorganized Debtors propose that any failure to object to the Filed Claims in these Chapter 11 Cases by the date of the entry of the Proposed Order or by the expiration of any deadline set forth in the Plan for objecting to claims or interests (including, but not limited to, section 8.1 of the Plan) shall not result in the Filed Claims being deemed Allowed (as such term is defined in the Plan).

The first and final Fee Applications for allowance of compensation and reimbursement of expenses filed by Sidley Austin LLP [Docket No. 102], Young Conaway Stargatt & Taylor, LLP [Docket No. 103] and Epiq Bankruptcy Solutions, LLC [Docket No. 104] are set to be heard by the Court on February 19, 2015, which is the same date as the requested hearing on this Motion. If approved at that hearing, such Fee Applications would no longer be pending at the time this Motion is considered. However, even in the event that one or more of the Fee Applications remains under consideration following the February 19, 2015 hearing, the Plan will have been substantially consummated and all activity in the cases resolved but for such Fee Application(s). Under such circumstances, closure of these Chapter 11 Cases would be appropriate notwithstanding any pending Fee Application(s).



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are no unresolved motions, contested matters or adversary proceedings pending in these Chapter

11 Cases.

14. Even if additional action is required by the Bankruptcy Court, the

Proposed Order annexed hereto provides for the Bankruptcy Court to retain jurisdiction over

these Chapter 11 Cases in the event that the Reorganized Debtors or any other party in interest

seeks to reopen any of the Chapter 11 Cases for cause. The retention of jurisdiction by the

Bankruptcy Court for such purpose is appropriate. See 28 U.S.C. § 1334(b) (granting courts

“related to” jurisdiction); Pacor, Inc. v. Higgins, 743 F.2d 984 (3d Cir. 1985) (providing

definition of “related to” for jurisdictional purposes). In any event, if necessary, “[a] case may

be reopened in the court in which such case was closed to administer assets, to accord relief to

the debtor, or for other cause.” 11 U.S.C. § 350(b); see also In re Gates Cmty. Chapel of

Rochester, Inc., 212 B.R. 220, 224 (Bankr. W.D.N.Y. 1997) (“the entry of a final decree in no

way completely deprives the court of jurisdiction to reopen the case, enforce or interpret an

Order or determine a pertinent issue”). Moreover, the Bankruptcy Court shall retain exclusive

jurisdiction over all matters arising out of, and relating to, these Chapter 11 Cases and the Plan to

the fullest extent permitted by law, including, among other things, exclusive jurisdiction to hear

and determine the Fee Applications. See Confirmation Order ¶ 43 (describing the Bankruptcy

Court’s retention of jurisdiction for the purposes set forth in Article XI of the Plan). Therefore,

granting the relief requested herein would not foreclose the possibility of completing additional

administration of any of these Chapter 11 Cases should the need arise.

15. Notwithstanding any applicability of Bankruptcy Rules 6004(h), 7062,

9014 or otherwise, the Reorganized Debtors request that the order granting the relief requested

herein shall be immediately effective and enforceable upon its entry.



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16. The Reorganized Debtors filed a monthly operating report on December

19, 2014 [Docket No. 98]. The Reorganized Debtors will comply with all obligations regarding

the filing of any additional monthly reports, if necessary, the post-confirmation report and the

payment of fees due and payable pursuant to 28 U.S.C. § 1930. Accordingly, all fees and

expenses arising from the administration of the Chapter 11 Cases will be paid in accordance with

Local Rule 3022-1(a) and 28 U.S.C. § 1930.


17. In addition to the foregoing, the Reorganized Debtors request entry of an

order terminating all services performed by Epiq Bankruptcy Solutions, LLC (“Epiq”) pursuant

to (i) the Order Appointing Epiq Bankruptcy Solutions, LLC as Claims and Noticing Agent

Pursuant to 28 U.S.C. § 156(c), § 105(a) of the Bankruptcy Code; Bankruptcy Rule 2002(f) and

Local Rule 2002-1(f) [Docket No. 27], and (ii) the Order Authorizing the Employment and

Retention of Epiq Bankruptcy Solutions, LLC as Administrative Advisor for the Debtors

Pursuant to Sections 327(a), 328 and 330 of the Bankruptcy Code and Bankruptcy Rules 2014(a)

and 2016, Nunc Pro Tunc to the Petition Date [Docket No. 76] (together, the “Epiq Orders”),

and pursuant the terms of the Standard Services Agreement between Epiq and LDK Solar Co.,

Ltd. (the “Engagement Agreement”) with respect to these Chapter 11 Cases.

18. Upon termination, and except as otherwise provided herein, Epiq shall

have no further obligations (arising out of the Epiq Orders, the Engagement Agreement or

otherwise) to the Bankruptcy Court, the Debtors, the Reorganized Debtors, or any other party-in-

interest with respect to the services subject of the Epiq Orders. However, Epiq may, but is not

obligated to, continue to provide any other services that may be requested by the Reorganized




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19. In accordance with Local Rule 2002-1(f)(ix), within thirty (30) days of

entry of the Proposed Order, Epiq (or the Reorganized Debtors, as applicable) will (a) forward to

the Clerk of the Bankruptcy Court an electronic version of all imaged claims; (b) upload the

creditor mailing list into CM/ECF; and (c) docket a final claims register (which need be only one

combined register for the Debtors, containing the claims filed in all cases, filed only in the lead

case, Case No. 14-12384 (LSS)). Epiq will further box and transport all original claims to the

Philadelphia Records Center, 14470 Townsend Road, Philadelphia, Pennsylvania 19154 and

docket a completed SF-135 Form indicating the accession and location numbers of the archived


20. Should Epiq receive any mail regarding the Reorganized Debtors or the

Debtors after entry of the Proposed Order, Epiq will collect and forward such mail to the

Reorganized Debtors, as soon as is practicable, at the following address (or such other address as

may be subsequently provided by the Reorganized Debtors to Epiq): LDK Solar USA, Inc., c/o

Jack Lai, 1290 Oakmead Parkway, Suite 306, Sunnyvale, California 94805.


21. Pursuant to Local Rule 3022-1(c), the debtors will file a final report on or

before fourteen (14) days prior to the hearing on this Motion.


22. Notice of this Motion has been provided to (i) the Reorganized Debtors,

(ii) the Debtors’ largest unsecured creditors on a consolidated basis, (iii) the United States

Trustee for the District of Delaware, (iv) the holders of the Filed Claims, and (v) all parties who

have filed a notice of appearance in these Chapter 11 Cases and have requested notice pursuant

to Bankruptcy Rule 2002, in accordance with Local Rules 2002-1(b) and 9013-1. In light of the



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nature of the relief requested herein, the Reorganized Debtors submit that no other or further

notice is necessary.

[remainder of page left intentionally blank]



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WHEREFORE, the Reorganized Debtors respectfully request entry of the

Proposed Order, substantially in the form attached hereto, (i) closing each of these Chapter 11

Cases, and (ii) granting such other and further relief as the Bankruptcy Court deems just and


Dated: Wilmington, Delaware January 28, 2015


SIDLEY AUSTIN LLP Larry J. Nyhan Jessica C.K. Boelter Matthew G. Martinez Geoffrey M. King One South Dearborn Street Chicago, Illinois 60603 Telephone: (312) 853-7000 Facsimile: (312) 853-7036



/s/ Ian J. Bambrick

Robert S. Brady (No. 2847) Edmon L. Morton (No. 3856) Maris J. Kandestin (No. 5294) Ian J. Bambrick (No. 5455) Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253