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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) Pacific Energy Resources Ltd., et al.,1 ) Debtors.

) ___________________________________ ) Official Committee of Unsecured ) Creditors, on behalf of Chapter 11 estates ) of Pacific Energy Resources Ltd., et al., ) ) Plaintiff, ) v. ) ) Safety Tek Industries, Inc. f/d/b/a Safety ) Tek Industries, LLC, ) ) Defendant. ) ___________________________________ ) In re: Chapter 11 Case No. 09-10785 (KJC) (Jointly Administered)

Adversary Proceeding No. 10-[

] (KJC)

COMPLAINT For its Complaint against Safety Tek Industries, Inc. f/d/b/a Safety Tek Industries, LLC (Defendant), the Official Committee of Unsecured Creditors, on behalf of the Chapter 11 estates of Pacific Energy Resources Ltd., et al. (the Committee or Plaintiff), alleges as follows: FACTUAL BACKGROUND 1. On March 9, 2009 (the Petition Date), the above-captioned debtors (the

Debtors) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (as amended, the Bankruptcy Code).

The Debtors in these cases are: Pacific Energy Resources Ltd.; Petrocal Acquisition Corp.; Pacific Energy Alaska Holdings, LLC; Carneros Acquisition Corp; Pacific Energy Alaska Operating LLC; Carneros Energy, Inc.; and Gotland Oil, Inc.

2. Committee. 3.

On March 19, 2009, the Office of the United States Trustee appointed the

On April 5, 2010, the Committee filed the Motion Of The Committee: (i) For

Standing To Pursue Causes Of Action Belonging To Debtors Estates Arising Under Chapter 5 Of The Bankruptcy Code; And (ii) For Approval Of Procedures And Authority Governing Settlement Of Chapter 5 Causes Of Action. The Court granted the relief requested in this Motion on April 19, 2010, pursuant to which the Committee was granted standing and authority, among other things, to prosecute, litigate and compromise causes of action belonging to the Debtors bankruptcy estates that arise under Chapter 5 of the Bankruptcy Code and other applicable law. JURISDICTION AND VENUE 4. This Court has jurisdiction over the parties and the subject matter of this

proceeding pursuant to 28 U.S.C. 157 and 1334. 5. 6. 7. This action is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue of this action is proper in this district pursuant to 28 U.S.C. 1409(a). The statutory bases for the relief requested in this Complaint are 11 U.S.C.

502(d), 544, 547, 548 and 550 and Rules 3007 and 7001 of the Federal Rules of Bankruptcy Procedure. GENERAL ALLEGATIONS 8. On or within 90 days before the petition date, which is the period from

December 10, 2008 to March 9, 2009 (the Preference Period), one or more of the Debtors made one or more transfers of an interest in Debtors property totaling not less than the amounts set forth on Exhibit A, or $82,107.50 in the aggregate, consisting of the payments to or for the benefit of Defendant on the dates and in the amounts set forth on Exhibit A (the transfers -2-

identified on Exhibit A, together with all other transfers to or for the benefit of Defendant of property in which Debtors have or had an interest are referred to as the Transfers).2 9. Plaintiff has made one or more demands for payment from Defendant. COUNT 1 (Avoidance of Preferential Transfers - 11 U.S.C. 547) 10. Plaintiff repeats and realleges the allegations contained above in all prior

paragraphs, as though fully set forth at length herein. 11. All of the Transfers were transfers of property, or an interest in property, of one or

more of the Debtors. 12. The Transfers were made or perfected by one or more of the Debtors to or for the

benefit of the Defendant. 13. 14. The Transfers were made on or within ninety (90) days before the Petition Date. Defendant was a creditor of one or more of the Debtors at the time of each of the

Transfers. At the time of each of the Transfers, Defendant had a right to payment on account of an obligation owed to Defendant by one or more of the Debtors. 15. The Transfers were each made for or on account of an antecedent debt owed by

one or more of the Debtors to the Defendant before each of the Transfers were made. 16. The Transfers were made while the Debtors were insolvent. During the

Preference Period, the sum of Debtors debts exceeded the value of their assets. Pursuant to 11 U.S.C. 547(f), the Debtors are presumed to be insolvent during the 90 days preceding the filing of their petitions.
Exhibit A reflects Plaintiffs current knowledge of the transfers made to Defendant during the Preference Period. During the course of this proceeding, Plaintiff may learn, through discovery or otherwise, of additional transfers made to Defendant during the Preference Period. It is Plaintiffs intention to avoid and recover all Transfers, whether identified on Exhibit A or not.
2

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17.

As of the Petition Date, Debtor Pacific Energy Alaska Holdings, Inc. had $0.00 in

assets and $521,663,471.42 in liabilities. Upon information and belief, this balance of assets vs. liabilities was roughly the same during the Preference Period. 18. As of the Petition Date, Debtor San Pedro Bay Pipeline Company had

$4,710,182.60 in assets and $393,918,235.60 in liabilities. Upon information and belief, this balance of assets vs. liabilities was roughly the same during the Preference Period. 19. As of the Petition Date, Debtor Carneros Acquisition Corp. had $14,728,066.20 in

assets and $397,646,298.29 in liabilities. Upon information and belief, this balance of assets vs. liabilities was roughly the same during the Preference Period. 20. As of the Petition Date, Debtor Carneros Energy, Inc. had $14,728,066.20 in

assets and $394,432,573.83 in liabilities. Upon information and belief, this balance of assets vs. liabilities was roughly the same during the Preference Period. 21. As of the Petition Date, Debtor Pacific Energy Resources, Ltd. had

$202,870,798.06 in assets and $456,801,640.65 in liabilities. Upon information and belief, this balance of assets vs. liabilities was roughly the same during the Preference Period. 22. As of the Petition Date, Debtor Pacific Energy Alaska Operating, Inc. had

$40,478,160.29 in assets and $642,025,512.35 in liabilities. Upon information and belief, this balance of assets vs. liabilities was roughly the same during the Preference Period. 23. As of the Petition Date, Debtor Petrocal Acquisition Corp. had $15,762,848.59 in

assets and $392,446,864.24 in liabilities. Upon information and belief, this balance of assets vs. liabilities was roughly the same during the Preference Period.

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24.

As of the Petition Date, Debtor Gotland Oil, Inc. had $400.00 in assets and

$392,843,511.56 in liabilities. Upon information and belief, this balance of assets vs. liabilities was roughly the same during the Preference Period. 25. The Transfers enabled the Defendant to receive more than the Defendant would

have received if: (a) the Debtors chapter 11 cases were cases under chapter 7 of the Bankruptcy Code, (b) the Transfers had not been made and (c) the Defendant had received payment of its debt to the extent provided by the provisions of title 11 of the United States Code. 26. Each of the Transfers constitutes an avoidable preference within the meaning of

11 U.S.C. 547. 27. Accordingly, Plaintiff is entitled to an order and judgment against the Defendant

avoiding the Transfers under 11 U.S.C. 547. COUNT 2 (To Avoid Fraudulent Transfers 11 U.S.C. 548) 28. Plaintiff repeats and realleges the allegations contained above in all prior

paragraphs as though fully set forth at length herein. 29. The Debtors whose property or whose interest in property was transferred in the

Transfers received less than a reasonably equivalent value in exchange for such Transfers. 30. The Transfers were made (a) at a time when Debtors were engaged or were about

to engage in a business and transactions for which the remaining assets of Debtors were unreasonably small in relation to the business and transactions, (b) at a time when Debtors intended to incur, or believed or should reasonably have believed that they would incur, debts beyond their ability to pay as they became due, (c) at a time when Debtors were insolvent or (d) with the result that Debtors became insolvent as a result of such Transfer(s).

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31.

Accordingly, each of the Transfers should be avoided and set aside as fraudulent

under 11 U.S.C. 548. COUNT 3 (Avoidance of Fraudulent Transfers Pursuant to the Uniform Fraudulent Transfers Act, the Uniform Fraudulent Conveyances Act, and 11 U.S.C. 544) 32. Plaintiff repeats and realleges the allegations contained above in all prior

paragraphs, as though fully set forth at length herein. 33. The Debtors whose property or whose interest in property was transferred in the

Transfers received less than a reasonably equivalent value in exchange for such Transfers. 34. The Transfers were made (a) at a time when Debtors were engaged or were about

to engage in a business and transactions for which the remaining assets of Debtors were unreasonably small in relation to the business and transactions, (b) at a time when Debtors intended to incur, or believed or should reasonably have believed that they would incur, debts beyond their ability to pay as they became due, (c) at a time when Debtors were insolvent or (d) with the result that Debtors became insolvent as a result of such Transfer(s). 35. Upon information and belief, at all times relevant to this Complaint, there were

actual creditors of Debtors with allowable unsecured claims who could avoid the Transfers under applicable state law. 36. Accordingly, each of the Transfers should be avoided and set aside as fraudulent

under 11 U.S.C. 544(b)(1) and applicable state law. COUNT 4 (For Recovery of Property - 11 U.S.C. 550) 37. Plaintiff repeats and realleges the allegations contained above in all prior

paragraphs, as though fully set forth at length herein.

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38.

Plaintiff is entitled to avoid the Transfers described above and on Exhibit A

pursuant to 11 U.S.C. 547. 39. Plaintiff is entitled to avoid the Transfers described above and on Exhibit A

pursuant to 11 U.S.C. 548. 40. Plaintiff is entitled to avoid the Transfers descried above and on Exhibit A

pursuant to 11 U.S.C. 544 and applicable non-bankruptcy law. 41. The Defendant was the initial transferee of the Transfers, the intermediate or

mediate transferee of the initial transferee of the Transfers, or the person for whose benefit the Transfers were made. 42. Pursuant to 11 U.S.C. 550(a), Plaintiff is entitled to recover from Defendant an

amount to be determined at trial that is not less than the sum of the Transfers, plus interest to the date of payment and the costs of this action. COUNT 5 (Disallowance of Claim - 11 U.S.C. 502(d)) 43. Plaintiff repeats and realleges the allegations contained above in all prior

paragraphs, as though fully set forth at length. 44. Defendant is the transferee of Transfers by one or more of the Debtors avoidable

under 11 U.S.C. 544, 547, 548 and/or applicable non-bankruptcy law, which are recoverable from Defendant under 11 U.S.C. 550. 45. Pursuant to 11 U.S.C. 502(d), in the event that Defendant is liable for any

avoidable Transfers, any claims held by the Defendant against the Debtors must be disallowed unless Defendant pays the amount of the Transfers and recoverable property to Plaintiff.

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RESERVATION OF RIGHTS 46. Plaintiff reserves the right to bring all other claims or causes of action that

Plaintiff might have against Defendant, on any and all grounds, as allowed under the law or in equity. Additionally, Plaintiff has not completed its review and analysis of proofs of claims filed in Debtors bankruptcy cases. Therefore, nothing contained in this Complaint shall be construed as a waiver of Plaintiffs right to object to any proof of claim filed by the Defendant. Accordingly, Plaintiff reserves the right to object, on any and all grounds, to any proof of claim asserted by the Defendant. For such objections to claims (other than as stated herein), a separate notice will be given and a separate hearing will be scheduled. WHEREFORE, Plaintiff requests entry of a judgment in its favor against Defendant as follows: (a) (b) For avoidance and recovery of the Transfers, or the value thereof; For disallowance of Defendants Claims pursuant to 11 U.S.C. 502(d)

unless the amount of the judgments for avoidance of Transfers are paid to Plaintiff; (c) For pre- and post-petition interest on the amounts owed by Defendant to

the full extent allowed under applicable law at the highest legal rate;

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(d) (e)

For all costs under applicable law; and For such other and further relief as is just and proper. Respectfully submitted,

Dated: August 24, 2010 Wilmington, DE

/s/ James C. Carignan PEPPER HAMILTON LLP David B. Stratton (No. 960) James C. Carignan (No. 4230) Michael J. Custer (No. 4843) John M. Schanne, Jr. (No. 5260) Hercules Plaza, Suite 5100 1313 N. Market Street P.O. Box 1709 Wilmington, DE 19899-1709 (302) 777-6500 Francis J. Lawall, Esq. Nina M. Varughese, Esq. 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 (215) 981-4000 Counsel to the Official Committee of Unsecured Creditors

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EXHIBIT A Safety Tek Industries, Inc. f/d/b/a Safety Tek Industries, LLC Check Date 12/22/2008 12/24/2008 1/8/2009 1/14/2009 1/21/2009 . Check/Wire Number 7338 7390 7433 7570 7640 Check Amount $31,907.50 $10,040.00 $15,060.00 $10,040.00 $15,060.00