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CHI-181958084
Voluntary Petition
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN.
(if more than one, state all):
27-2301797
Street Address of Debtor (No. & Street, City, State & Zip Code):
All Other Names used by the Joint Debtor in the last 8 years
(include married, maiden, and trade names):
Street Address of Joint Debtor (No. & Street, City, State & Zip Code):
ZIP CODE
ZIP CODE
ZIP CODE
Location of Principal Assets of Business Debtor (if different from street address above):
ZIP CODE
Nature of Business
(Form of Organization)
(Check one box.)
Chapter 15 Debtors
Chapter 11
Chapter 12
Chapter 13
Railroad
Stockbroker
Commodity Broker
Nature of Debts
Clearing Bank
Other
Tax-Exempt Entity
(Check Box, if applicable)
Chapter 11 Debtors
Filing Fee to be paid in installments (Applicable to individuals only). Must attach signed
application for the courts consideration certifying that the debtor is unable to pay fee except in
installments. Rule 1006(b). See Official Form 3A.
Check if:
Filing Fee waiver requested (Applicable to chapter 7 individuals only). Must attach signed
application for the courts consideration. See Official Form 3B.
Statistical/Administrative Information
Debtor estimates that funds will be available for distribution to unsecured creditors.
Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for
distribution to unsecured creditors.
5,00110,000
10,00125,000
25,00150,000
50,001100,000
Over
100,000
Estimated Assets (on a consolidated basis based upon most recent public filings)
$0 to
$50,000
$100,000,001 to
$500 million
$500,000,001 to
$1 billion
More than
$1 billion
Estimated Liabilities (on a consolidated basis based upon most recent public filings)
$0 to
$50,000
$100,000,001 to
$500 million
$500,000,001 to
$1 billion
More than
$1 billion
1-49
50-99
$50,001 to
$100,000
$50,001 to
$100,000
100-199
$100,001 to
$500,000
$100,001 to
$500,000
200-999
$500,001 to
$1 million
$500,001 to
$1 million
1,0005,000
$1,000,001 to $10,000,001 to
$10 million
$50 million
$1,000,001 to $10,000,001 to
$10 million
$50 million
$50,000,001 to
$100 million
$50,000,001 to
$100 million
Voluntary Petition
(This page must be completed and filed in every case)
All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than one, attach additional sheet)
Location
Case Number:
Date Filed:
Where Filed: None
N/A
N/A
Location
Case Number:
Date Filed:
Where Filed: N/A
N/A
N/A
Pending Bankruptcy Case Filed by any Spouse, Partner or Affiliate of this Debtor (If more than one, attach additional sheet)
Name of Debtor: See Schedule 1 Attached
Case Number: Pending
Date Filed: Date Hereof
District: Delaware
Relationship: Affiliate
Exhibit A
Judge:
Exhibit B
(To be completed if debtor is required to file periodic reports (e.g., forms 10K
and 10Q) with the Securities and Exchange Commission pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 and is requesting relief under
chapter 11.)
I, the attorney for the petitioner named in the foregoing petition, declare that I
have informed the petitioner that [he or she] may proceed under chapter 7, 11, 12,
or 13 of title 11, United States Code, and have explained the relief available under
each such chapter. I further certify that I delivered to the debtor the notice
required by 11 U.S.C. 342(b).
X
Date
Exhibit C
Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health
or safety?
No.
Exhibit D
(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)
Exhibit D completed and signed by the debtor is attached and made a part of this petition.
Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.
Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180
days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.
There is a bankruptcy case concerning debtors affiliate, general partner, or partnership pending in this District.
Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States
in this District, or has no principal place of business or assets in the United States but is a defendant in an action or
proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief
sought in this District.
Landlord has a judgment against the debtor for possession of debtors residence. (If box checked, complete the following.)
Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure
the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and
Debtor has included in this petition the deposit with the court of any rent that would become due during the 30-day period after the
filing of the petition.
Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. 362(1)).
FORM Bl, Pa
Signatures
Signature of a Foreign Representative
I declare under penalty of perjury that the information provided in this petition is
true and correct, that l am the foreign representative of a debtor in a foreign
proceeding, and that I am authorized to file this petition.
I request relief in accordance with chapter 15 oftitle II, United States Code.
Certified copies ofthe documents required by 1515 of title II are attached.
I request relief in accordance with the chapter of title II, United States
Code, specified in this petition.
X~S~ign
__a_ru_r_e_o~fo~~eb-to-r-.~~~------------------~------
. .
~(,{P~.; Attorney
June 25.2015
Date
*In a case in which 707(b)(4)(D) applies, this signature also constitutes a
certification that the attorney has no knowledge after an inquiry that the
information in the schedules is incorrect.
Social Security number {If the bankruptcy petition preparer is not an individual,
state the Social Security. number of the officer, principal, responsible person or
partner of the bankruptcy petition preparer.) (Required by 11 U.S.C. II 0.)
Address
The debtor requests relief in accordance with the chapter of title 11, United
x"'PW~
Signarure of Authorizel'lndividual
Date
Signature of bankruptcy petition preparer or officer, principal, responsible person,
or partner whose Social Security number is provided above.
Michael F. Doolan
Printed Name of Authorized Individual
Names and Social Security numbers of all other individuals who prepared or
assisted in preparing this document unless the bankruptcy petition prcparcr is not
an individual:
If more than one person prepared this document, attach additional sheets
conforming to the appropriate official form for each person.
SCHEDULE 1
A.
All Other Names Used by the Debtor in the last 8 years (including trade names):
None.
B.
Location of Principal Assets of Business Debtor (if different from street address):
Same as street address.
C.
Molycorp, Inc.
Industrial Minerals, LLC
Neo International Corp.
Magnequench, Inc.
Magnequench International, Inc.
Magnequench Limited
MCP Callco ULC
MCP Canada Holdings ULC
MCP Canada Limited Partnership
MCP Exchangeco Inc.
Molycorp Advanced Water Technologies, LLC
Molycorp Chemicals & Oxides, Inc.
Molycorp Luxembourg Holdings S. r.l.
Molycorp Metals & Alloys, Inc.
Molycorp Minerals, LLC
Molycorp Minerals Canada ULC
Molycorp Rare Metals Holdings, Inc.
Molycorp Rare Metals (Utah), Inc.
PP IV Mountain Pass Inc.
PP IV Mountain Pass II, Inc.
RCF IV Speedwagon Inc.
[If debtor is required to file periodic reports (e.g., forms 10K and 10Q) with the Securities and Exchange Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 and is requesting relief under chapter 11 of the Bankruptcy Code, this
Exhibit A shall be completed and attached to the petition.]
Molycorp, Inc.
Debtor
)
)
)
Chapter 11
a. Total assets
2,494,784,000.00
1,786,196,000.00
Approximate
number of
holders:
secured
unsecured
subordinated
secured
unsecured
subordinated
secured
unsecured
subordinated
secured
unsecured
subordinated
secured
unsecured
subordinated
278,032,526
Comments, if any:
Reset
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MOLYCORP, INC.
(a Delaware corporation)
CERTIFICATE OF RESOLUTION
I, Alexander D. Caldwell, Corporate Secretary and Vice President of
Administration of Molycorp, Inc., a Delaware corporation (the "Company"), do hereby
certify that: (a) I am the duly elected, qualified Corporate Secretary and Vice President
of Administration of the Company; (b) the following resolutions were duly adopted by the
Board of Directors of the Company, as of June 24, 2015, in accordance with the
requirements of applicable law; and (c) said resolutions have not been amended,
modified or rescinded and are in full force and effect as of the date hereof:
MOLYCORP, INC.
(a Delaware corporation)
Resolutions Adopted at the June 24, 2015
Meeting of the Board of Directors
Background
WHEREAS, Molycorp, Inc. (the "Company") is a Delaware corporation;
WHEREAS, the members of the Board of Directors of the Company (the "Board")
have evaluated the Company's alternatives in connection with a possible restructuring
and, based upon the information available to it at this time, and based upon the
recommendation of the Restructuring Committee of the Board, have determined that it
is in the best interests of the Company, and its stakeholders to (a) file a voluntary
petition for relief under Chapter 11 of Title 11 of the United States Code (the
"Bankruptcy Code") and undertake the other actions approved by these Resolutions;
(b) approve the restructuring support agreement (the Restructuring Support
Agreement), including the related restructuring term sheet (the "Restructuring Term
Sheet") attached as an exhibit to the Restructuring Support Agreement; (c) execute the
Restructuring Support Agreement in a form substantially consistent with the form
discussed with the Board of Directors; and (d) authorize counsel to (i) draft, file and
seek approval of a disclosure statement in the U.S. Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"), and (ii) draft, file, propose, solicit votes on and seek
confirmation of a plan of reorganization (each in a manner consistent with the
Restructuring Term Sheet and in accordance with the Restructuring Support Agreement
and the Bankruptcy Code);
WHEREAS, the Board has determined, based upon the recommendation of the
Restructuring Committee of the Board, that it is in the best interests of the Company for
each of the following direct and indirect subsidiaries of the Company to file a petition for
relief under Chapter 11 of the Bankruptcy Code:
their so acting; and that any and all such actions heretofore taken on behalf of the
Company in such respects contemplated thereby are hereby ratified, approved and
confirmed as the act and deed of the Company;
RESOLVED, that the Company is hereby authorized to approve the
Restructuring Support Agreement and the Restructuring Term Sheet; and the
proper officers of the Company are, and each of them acting alone hereby is, authorized
and directed, in the name and on behalf of the Company, to (a) execute the
Restructuring Support Agreement in a form substantially consistent with the form
discussed with the Board of Directors; and (b) authorize counsel to draft, file and seek
approval of a disclosure statement and to draft, file, propose, solicit votes on and seek
confirmation of a plan of reorganization, in each case, as necessary and as
contemplated by the Restructuring Term Sheet and in accordance with the
Restructuring Support Agreement and the Bankruptcy Code;
RESOLVED, that the Company is hereby authorized to enter into the Backstop
Agreement, the DIP Facility and the DIP Loan Documents on such terms as are
substantially consistent with the terms discussed with the Board of Directors and
perform all obligations and pay all fees contemplated thereunder;
RESOLVED, that the engagement by the Company of (a) AlixPartners LLP,
(b) Prime Clerk, LLC, (c) Jones Day, (d) Young, Conaway Stargatt & Taylor LLP and
(e) Miller Buckfire & Co., LLC is hereby ratified, adopted and approved in all respects;
RESOLVED, that Jones Day, Young Conaway Stargatt & Taylor LLP and any
additional co-counsel or special or local counsel selected by the Company, shall be, and
hereby are, authorized, empowered and directed to represent the Company, as debtor
and debtor in possession, in connection with any Chapter 11 case commenced by or
against it under the Bankruptcy Code;
RESOLVED, that any proper officer of the Company shall be, and each of them,
hereby is, authorized, directed and empowered, in the name and on behalf of the
Company, as debtor and debtor in possession, to negotiate, execute, deliver, and
perform on behalf of, and take such actions and execute, acknowledge, deliver and
verify such agreements, certificates, instruments, guaranties, notices and any and all
other documents as any proper officer of the Company may deem necessary or
appropriate to facilitate the transactions contemplated by the foregoing resolution, as
may be deemed necessary, desirable or appropriate;
Subsidiary Resolutions
RESOLVED, that the Company hereby authorizes and directs that each of the
Proposed Debtors file a petition for relief under chapter 11 of the Bankruptcy Code in
the Bankruptcy Court;
RESOLVED, that the Proposed Debtors and the Non-Debtor Guarantors are
hereby authorized, to the extent necessary and required under the applicable
agreements, to (a) approve the Restructuring Support Agreement and the Restructuring
Term Sheet; (b) execute the Restructuring Support Agreement in a form substantially
consistent with the form discussed with the Board of Directors; and (c) authorize
counsel to draft, file and seek approval of a disclosure statement and to draft, file,
propose, solicit votes on and seek confirmation of a plan of reorganization, in each case,
as necessary and as contemplated by the Restructuring Term Sheet and in accordance
with the Restructuring Support Agreement and the Bankruptcy Code;
RESOLVED, that the Proposed Debtors and the Non-Debtor Guarantors
Guarantors are hereby authorized, to the extent necessary and required under the
applicable agreements, to enter into the Backstop Agreement, the DIP Facility and the
DIP Loan Documents on such terms as are substantially consistent with the terms
discussed with the Board of Directors and perform all obligations and pay all fees
contemplated thereunder;
RESOLVED, that with respect to the three resolutions set forth immediately
above, any member of the Board and any proper officer of the Company, each acting in
their capacity of director, officer, manager or member of a Proposed Debtor or NonDebtor Guarantor, as applicable, is authorized to cause the Proposed Debtors and NonDebtor Guarantor to take the actions described above;
Additional Resolutions
RESOLVED, that all acts lawfully done or actions lawfully taken by any officer of
the Company or any professionals engaged by the Company in connection with the
Chapter 11 Case or any proceedings related thereto, or any matter related thereto, be,
and hereby are, adopted, ratified, confirmed and approved in all respects as the acts
and deeds of the Company;
RESOLVED, that any and all actions and transactions by the Board or any officer
for and on behalf and in the name of the Company with respect to any transactions
contemplated by the foregoing resolutions before the adoption of the foregoing
resolutions be, and they hereby are, ratified, authorized, approved, adopted and
consented to in all respects for all purposes; and
RESOLVED, that the Board and any proper officer of the Company hereby are
authorized and directed to certify and/or attest these resolutions, certificate of
incumbency and such other documents or instruments that the Corporate Secretary of
the Company may deem necessary or appropriate in connection with the foregoing
matters; provided, however, that such certification and/or attestation shall not be
required for any document, instrument or agreement to be valid and binding on the
Company.
Certificate of Resolution
Molycorp, Inc.
Chapter 11
Case No. 15-______ (____)
(Joint Administration Pending)
The Debtors are the following 21 entities (the last four digits of their respective taxpayer identification
numbers, if any, follow in parentheses): Molycorp, Inc. (1797); Industrial Minerals, LLC; Magnequench,
Inc. (1833); Magnequench International, Inc. (7801); Magnequench Limited; Molycorp Advanced Water
Technologies, LLC (1628); MCP Callco ULC; MCP Canada Holdings ULC; MCP Canada Limited
Partnership; MCP Exchangeco Inc.; Molycorp Chemicals & Oxides, Inc. (8647); Molycorp Luxembourg
Holdings S. r.l.; Molycorp Metals & Alloys, Inc. (9242); Molycorp Minerals Canada ULC; Molycorp
Minerals, LLC (4170); Molycorp Rare Metals Holdings, Inc. (4615); Molycorp Rare Metals (Utah), Inc.
(7445); Neo International Corp.; PP IV Mountain Pass, Inc. (1205); PP IV Mountain Pass II, Inc. (5361);
RCF IV Speedwagon Inc. (0845). Molycorp's United States headquarters is located at 5619 DTC Parkway,
Suite 1000, Greenwood Village, Colorado 80111.
Name of creditor
MP Environmental Services
Computershare Trust
Company of Canada
Nature of claim
2017 Notes
383,000,000.00
2016 Notes
206,500,000.00
2018 Notes
148,900,000.00
-1-
Indicate if
claim is
contingent,
unliquidated,
disputed or
subject to
setoff
Amount of claim
(if secured, also
state value of
security)
Trade
2,015,729.00
2017 Debentures
1,750,000.00
Trade
827,968.40
Trade
446,975.00
Trade
392,749.76
Name of creditor
EDF, Inc.
Pronto Constructors
NAI-181959986v5
Nature of claim
Indicate if
claim is
contingent,
unliquidated,
disputed or
subject to
setoff
Amount of claim
(if secured, also
state value of
security)
Trade
387,502.49
Trade
283,400.00
Trade
274,787.00
Trade
273,681.00
Trade
268,093.00
Trade
229,811.23
Trade
217,764.84
Name of creditor
NAI-181959986v5
Nature of claim
Indicate if
claim is
contingent,
unliquidated,
disputed or
subject to
setoff
Amount of claim
(if secured, also
state value of
security)
Trade
199,775.00
Trade
186,701.20
Trade
141,448.39
Trade
134,304.61
Trade
134,146.85
Trade
133,759.12
Trade
97,674.09
Name of creditor
Core-Rosion Products
GoodFellow Corp.
NAI-181959986v5
Nature of claim
Indicate if
claim is
contingent,
unliquidated,
disputed or
subject to
setoff
Amount of claim
(if secured, also
state value of
security)
Trade
94,654.37
Trade
93,442.20
Financial
Services
92,500.00
Trade
92,427.98
Trade
85,566.68
Financial
Services
82,000.00
Trade
80,674.89
Name of creditor
Alpha Explosives
NAI-181959986v5
Nature of claim
Indicate if
claim is
contingent,
unliquidated,
disputed or
subject to
setoff
Amount of claim
(if secured, also
state value of
security)
Trade
74,699.78
Trade
74,127.73
Trade
72,598.28
Trade
71,545.36
Trade
71,095.93
Trade
69,749.00
Trade
64,813.03
Name of creditor
Abatix Corp.
Rosemount Inc.
NAI-181959986v5
Nature of claim
Indicate if
claim is
contingent,
unliquidated,
disputed or
subject to
setoff
Amount of claim
(if secured, also
state value of
security)
Abatix Corp.
5530 Arville Street
Suite D
Las Vegas, NV 89118
Phone: (702) 795-1018
Email: kellybagley@abatix.com
Attn: Kelly Bagley
Weir Slurry Group, Inc.
1550 Airport Road
Gallatin, TN 37066
Phone: (608) 221-5816
Email:
Raedawn.lawrence@weirminerals.com
Attn: Rae Dawn Lawrence,
Jacobs Engineering Group, Inc.
333 East Wetmore Road
Suite 600
Tucscon, AZ 85705
Phone: (520) 917-5458
Email: Herbert.west@jacobs.com
Attn: Herbert West
Rosemount Inc.
8200 Market Boulevard
Chanhassen, MN 55317
Phone: (952) 906-8581
Email: Steve.meloche@emerson.com
Attn: Steve Meloche
Trade
62,655.37
Trade
60,273.08
Trade
60,164.95
Trade
59,901.68
Chapter 11
Debtors.
Signature: _Z
Michael F. Dooln
Executive Vice President and
Chief Financial Officer
The Debtors are the following 21 entities (the last four digits of their respective taxpayer identification
numbers, if any, follow in parentheses): Molycorp, Inc. (1797); Industrial Minerals, LLC; Magnequench,
Inc. (]833); Magnequench International, Inc. (7801); Magnequench Limited; Molycorp Advanced Water
Technologies, LLC (1628); MC? Calico ULC; MCP Canada Holdings ULC; MCP Canada Limited
Partnership; MCP Exchangeco Inc.; Molycorp Chemicals & Oxides, Inc. (8647); Molycorp Luxembourg
Holdings S. rI.; Molycorp Metals & Alloys, Inc. (9242); Molycorp Minerals Canada ULC; Molycorp
Minerals, LLC (4170); Molycorp Rare Metals Holdings, Inc. (4615); Molycorp Rare Metals (Utah), Inc.
(7445); Neo International Corp.; PP IV Mountain Pass, Inc. (1205); PP IV Mountain Pass 11, Inc. (5361);
RCF IV Speedwagon Inc. (0845). Molycorps United States headquarters is located at 5619 DTC Parkway,
Suite 1000, Greenwood Village, Colorado 80111.
Chapter 11
Case No. 15-______ (____)
(Joint Administration Pending)
In re
Chapter 1 1
MOLYCORP, INC.,
CaseNo. 15-
Debtor.
C__)
x
DECLARATION REGARDING CORPORATE OWNERSHIP STATEMENT
1, Michael F. Doolan, the Executive Vice President and Chief financial Officer of
the above-captioned debtor, declare under penalty of perjury that I have reviewed the foregoing
Corporate Ownership Statement and that it is true and correct to the best of my knowledge,
information and belief.
Signature:
-t
Michael F. Doolan
Executive Vice President and
Chief financial Officer