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PUBLIC NOTICE OF CHAPTER 11 AUCTION: Empire Generating Co, LLC

NOTICE OF BID PROCEDURES, AUCTION DATE AND SALE HEARING.

PLEASE TAKE NOTICE THAT:

1. On May 19, 2019, the above-captioned debtors and debtors in possession (the “Debtors”) filed the Debtors’ Motion for Entry of Orders (I)(A) Approving Bid Procedures Relating to the Sale of Substantially all the Assets of Empire Generating Co, LLC, or Interests in Empire Gen Holdings, LLC, (B) Establishing Procedures in Connection with the Assumption or Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (C) Approving Notice Procedures, (D) Approving Stalking Horse Bid Protections, and (E) Granting Related Relief (the “Bid Procedures Motion”);1 and (II)(A) Authorizing the Sale of Substantially all the Assets of Empire Generating Co, LLC, or Interests in Empire Gen Holdings, LLC, Free and Clear of Liens, Claims, Encumbrances, and Other Interests; (B) Approving the Assumption of Certain Executory Contracts and Unexpired Leases Related Thereto; and (C) Granting Related Relief [Docket No. 6] (the “Sale Motion;” together with the Bid Procedures Motion, the “Motion”) with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

2. By order dated June 10, 2019, the Bankruptcy Court approved the Bid Procedures Motion (the “Bid Procedures Order”).

3. The Debtors are seeking bids for (i) all of the issued and outstanding membership interests of Empire Gen Holdings, LLC owned by TTK Empire (the “Interests”), which indirectly owns all of the issued and outstanding membership interests of Empire Generating Co, LLC, or, alternatively (ii) all or substantially all of the assets of Empire Generating Co, LLC (the “Assets”). The proposed sale will be free and clear of any and all liens, claims and encumbrances pursuant to section 363 of the Bankruptcy Code.

4. All interested parties are invited to submit a Written Offer to purchase the Interests or Assets in accordance with the terms and conditions of the Bid Procedures attached as Exhibit 1 to the Bid Procedures Order. The deadline to submit a Written Offer (the “Bid Deadline”) is July 3, 2019 at 5:00 p.m. (prevailing Eastern Time).

5. Prior to the Bid Deadline, a Potential Bidder that desires to purchase the Interests or Assets shall deliver its Written Offer in accordance with the Bid Procedures.

6. Pursuant to the Bid Procedures Order, in the event that the Debtors receive one or more Qualified Bids by the Bid Deadline (other than the Stalking Horse Bid), the Debtors shall conduct an Auction to determine the highest and otherwise best bid with respect to the Interests or Assets. The Auction shall commence at 10:00 a.m. (prevailing Eastern Time) on July 8, 2019 at the offices of Hunton Andrews Kurth LLP, 200 Park Avenue, New York, NY 10166, or at such other place and time as the Debtors shall notify all parties in interest attending the Auction. If no Qualified Bids are received by the Bid Deadline other than the Stalking Horse Bid, the Debtors shall seek approval of the Stalking Horse Bid at the Sale Hearing.

7. Objections, if any, to the Sale of the Interests or Assets, as applicable, to any Successful Bidder and/or the other relief requested in the Motion, other than the relief approved in the Bid Procedures Order, must be in writing and filed with the Court on or before June 26, 2019 at 5:00 p.m. (prevailing Eastern Time), provided that objections solely stemming from the identity of the Successful Bidder (if different than the Stalking Horse Bidder) may be filed at any time prior to the commencement of the Sale Hearing.

8. The Sale Hearing shall be conducted by the Bankruptcy Court on July 19, 2019, at 10:00 a.m. (prevailing Eastern Time), or on such other date as the Bankruptcy Court may direct. Requests for a copy of the Purchase Agreement or for any other information concerning the Motion or the Sale should be directed, by written request, to the Debtors’ counsel at the contact information listed below and in the Bid Procedures.

Dated: June 10, 2019
New York, New York

Peter S. Partee, Sr.
Robert A. Rich
Michael S. Legge
HUNTON ANDREWS KURTH LLP
200 Park Avenue
New York, New York 10166
(212) 309-1000
ppartee@huntonak.com
rrich2@huntonak.com
mlegge@huntonak.com

Proposed Counsel for Debtors and Debtors-in-Possession

– and –

Michael P. Richman
STEINHILBER SWANSON LLP
122 West Washington Avenue, Suite 850
Madison, Wisconsin 53703-2732
(608) 709-5998
mrichman@steinhilberswanson.com

Proposed Co-Counsel for Debtors and Debtors-in-Possession

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