Local Rule 6004. SALE MOTIONS IN CHAPTER 11 CASES

(a) Applicability of rule. Except as otherwise provided in these local rules, this rule applies to motions filed in chapter 11 cases to sell property of the estate under 11 U.S.C. § 363(b) ("sale motions") and motions seeking approval of sale, bid or auction procedures in anticipation of or in conjunction with a sale motion.

(b) Sale Motions. Except as otherwise provided in these local rules, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, or an order of the court, all sale motions must include the following information, or include a declaration of counsel stating why such information has not been provided:

(1) A copy of the proposed purchase agreement, or a form of such agreement substantially similar to the one the debtor reasonably believes it will execute in connection with the proposed sale;

(2) A list of all lien holders with an interest in the property to be sold under the sale motion;

(3) A copy of a proposed form of sale order;

(4) A request, if necessary, for the appointment of a consumer privacy ombudsman under 11 U.S.C. § 332.

(5) The sale motion must highlight material terms, and shall indicate the location of any such provision in the proposed form of order or purchase agreement.

(6) In any non-individual chapter 11 case, subsections (A) through (O) are presumptively material.

(A) If the proposed sale is to an insider, as defined in 11 U.S.C. ยง 101, the sale motion must:

(i) Identify the insider; and,

(ii) Describe the insider's relationship to the debtor.

(B) If a proposed buyer has discussed or entered into any agreements with management or key employees regarding compensation or future employment, the sale motion must disclose the material terms of any such agreements.

(C) The sale motion must highlight any provisions pursuant to which an entity is being released or claims against any entity are being waived or otherwise satisfied.

(D) The sale motion must disclose whether an auction is contemplated, and highlight any provision in which the debtor has agreed not to solicit competing offers for the property subject to the sale motion or to otherwise limit the marketing of the property.

(E) The sale motion must highlight any deadlines for the closing of the proposed sale or deadlines that are conditions to closing the proposed transaction.

(F) The sale motion must highlight whether the proposed purchaser has submitted or will be required to submit a good faith deposit and, if so, the conditions under which the deposit may be forfeited.

(G) The sale motion must highlight any provision pursuant to which a debtor is entering into any interim agreements or arrangements with the proposed purchaser, such as interim management arrangements (which, if out of the ordinary course, also must be subject to notice and a hearing under 11 U.S.C. § 363(b)), and the terms of the agreements.

(H) The sale motion must highlight any provision pursuant to which a debtor proposes to release sale proceeds on or after the closing without further court order, or to provide for a definitive allocation of sale proceeds.

(I) The sale motion must highlight any provision seeking to have the sale declared exempt from taxes under 11 U.S.C. § 1146(a), and the type of tax (e.g., recording tax, stamp tax, use tax, or capital gains tax) for which the exemption is sought. It is not sufficient to refer simply to "transfer" taxes and the state or states in which the affected property is located.

(J) If the debtor proposes to sell substantially all of its assets, the sale motion must highlight whether the debtor will retain, or have reasonable access to, its books and records to enable it to administer its bankruptcy case.

(K) The sale motion must highlight any provision pursuant to which the debtor seeks to sell or otherwise limit any rights to pursue avoidance claims under Chapter 5 of Title 11 of the United States Code.

(L) The sale motion must highlight any provision limiting the proposed purchaser's successor liability.

(M) The sale motion must highlight any provision by which the debtor seeks to sell property free and clear of a possessory leasehold interest, license or other right.

(N) The sale motion must highlight any terms with respect to credit bidding pursuant to 11 U.S.C. § 363(k).

(O) The sale motion must highlight any provision whereby the debtor seeks relief from the fourteen (14) day stay imposed by Fed. R. Bankr. P. 6004(h).