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Exhibit B

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III. THE SECURITIES MEDIATION PROCEDURES 

The Securities Mediation Procedures are designed to consensually resolve Subordinated 

Securities Claims without the cost and expense of formal litigation or the need for claimants to hire 

attorneys or incur attorneys’ fees. 

The Securities Mediation Procedures create two separate processes for mandatory, nonbinding mediation: (i) the Abbreviated Mediation Process, presumptively for claims where the 

amounts at issue do not justify a more comprehensive mediation process; and (ii) the Standard 

Mediation Process, typically for larger claims. Each process involves specified procedures appropriate 

to the size of the claim at issue. The Reorganized Debtors, in their sole discretion, may designate a 

Subordinated Securities Claim for mandatory participation in either mediation process. 

The Abbreviated Mediation Process is described in Section III.A, below. The Standard 

Mediation Process is described in Section III.B below. For the avoidance of doubt, Section IV below 

applies to all aspects of the Securities ADR Procedures. 

A. The Abbreviated Mediation Process 

The Abbreviated Mediation Process is meant to be more efficient and less costly than formal 

mediation and briefing. The Abbreviated Mediation Process begins when the Reorganized Debtors, in 

their sole discretion, send a Subordinated Securities Claimant the following materials (collectively, 

the “Abbreviated Mediation Materials”): (i) notice that the Subordinated Securities Claim has been 

submitted to the Abbreviated Mediation Process (a “Notice of Abbreviated Mediation”); (ii) a copy 

of the Subordinated Securities Claimant’s applicable proof(s) of claim and; and (iii) a copy of these 

Securities ADR Procedures.1

1. The Notice of Abbreviated Mediation 

The Notice of Abbreviated Mediation shall provide the applicable Subordinated Securities 

Claimant with notice of the date, time, identity of the Mediator and a reference or link to the posted 

biographical information regarding the Mediator, and the estimated duration of the mediation (the 

                                                      

1

 For transferred claims, the Reorganized Debtors will also serve a copy of the Offer Materials on the 

transferee identified in the notice of transfer of claim. 

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“Abbreviated Mediation”) at least twenty-eight (28) days prior to the mediation date, unless 

otherwise agreed to by the parties. 

If the chosen date and/or time of the Abbreviated Mediation is not agreeable to the 

Subordinated Securities Claimant, the Subordinated Securities Claimant may so inform the Mediator 

(defined below) so that the parties, and the Mediator, may find a mutually agreeable date and time. 

All Abbreviated Mediations shall be conducted virtually via videoconference over Zoom. 

Subordinated Securities Claimants without videoconferencing capabilities may nevertheless 

participate in Abbreviated Mediation via telephonic conference. 

A Mediator conducting an Abbreviated Mediation shall be permitted to conduct up to five (5) 

Abbreviated Mediations concurrently on any given day. 

2. Appointment of Mediator 

The Reorganized Debtors will, upon notice, present to the Bankruptcy Court for approval a 

panel of qualified and experienced mediators (the “Panel of Mediators for Abbreviated 

Mediations”). As part of their submission(s), the Reorganized Debtors shall seek from each proposed 

Mediator and disclose information regarding any current or past work that the proposed Mediator has 

performed for, or on behalf of, the Debtors or Reorganized Debtors and their primary legal counsel 

(Weil, Gotshal & Manges LLP, Keller Benvenutti Kim LLP, or Cravath, Swaine & Moore LLP) in 

the past five years, and other potential conflicts, disclosed by the Mediator to the Reorganized Debtors, 

that, in the Mediator’s view, could create a reasonable inference of bias. The Reorganized Debtors 

will work with the Panel of Mediators for Abbreviated Mediations to develop a process of fair 

distribution of Abbreviated Mediations among the Mediators. The Reorganized Debtors will also post 

biographical information regarding each Mediator on Prime Clerk’s website. 

Following approval by the Bankruptcy Court of the Panel of Mediators for Abbreviated 

Mediations, the Reorganized Debtors shall be permitted to submit a notice for the addition of 

Mediators to the Panel of Mediators for Abbreviated Mediations without need for further Court Order. 

A person appointed as a Mediator must (i) be an impartial, neutral person, (ii) have no financial 

or personal interest in the proceedings or, except when otherwise agreed by the parties, in any related 

matter, and (iii) disclose any circumstances likely to create a reasonable inference of bias. In the event 

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a Mediator discloses any circumstances likely to create a reasonable inference of bias with respect to 

a particular Abbreviated Mediation, such Mediator shall withdraw from the assignment and shall be 

replaced prior to the commencement of the Abbreviated Mediation. 

3. Fees and Costs 

The Reorganized Debtors shall pay the Mediator’s fees and expenses. The parties shall each 

bear their own costs of the Abbreviated Mediation Process. 

4. Appearance at Abbreviated Mediation 

The Subordinated Securities Claimant and any counsel must appear at the Abbreviated 

Mediation. The Reorganized Debtors shall make all arrangements for the Abbreviated Mediation to 

be held over Zoom (or a similar web-based video interface) and/or telephone conference and advise 

the Subordinated Securities Claimant and any of the Subordinated Securities Claimant’s 

representatives of such arrangements. The Subordinated Securities Claimant shall make arrangements 

to ensure that the Subordinated Securities Claimant will be able to participate in the Abbreviated 

Mediation, including by ensuring a proper internet connection is available. If a Subordinated Securities 

Claimant that is a natural person has a hardship preventing that individual from attending an 

Abbreviated Mediation, the Reorganized Debtors, the Subordinated Securities Claimant, and the 

Mediator will meet and confer in good faith to resolve the issue and, if necessary, either party may ask 

the Bankruptcy Court for relief. 

If a person or entity, other than the Subordinated Securities Claimant, filed the Subordinated 

Securities Claim on behalf of the Subordinated Securities Claimant, that person or entity must also 

appear at the Abbreviated Mediation. If the Subordinated Securities Claimant is not a natural person, 

an authorized representative must appear at the Abbreviated Mediation (the “Authorized 

Representative”). Unless otherwise agreed by the Reorganized Debtors, the Authorized 

Representative must have complete (and not limited) authority to settle without reversion to others not 

attending the Abbreviated Mediation. 

5. Abbreviated Mediation Procedures 

Unless the parties agree otherwise, the following deadlines apply: 

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Twenty-one (21) days before the Abbreviated Mediation. The Reorganized Debtors must 

e-mail the Mediator and the Subordinated Securities Claimant the following: 

 A settlement offer (the “Abbreviated Mediation Settlement Offer”); and 

 A confidential background statement (the “Background Statement”). The 

Background Statement must not exceed five (5) pages. 

Seven (7) days before the Abbreviated Mediation. The Subordinated Securities Claimant 

may, but is not required to, e-mail the Mediator and the Reorganized Debtors with a response. For 

example, the Subordinated Securities Claimant may accept the Abbreviated Mediation Settlement 

Offer, in which case the Reorganized Debtors shall notify the Mediator and the Subordinated 

Securities Claimant that the Abbreviated Mediation Settlement Offer has been accepted and that the 

Subordinated Securities Claim(s) at issue will be paid promptly. 

If the Subordinated Securities Claimant rejects the Abbreviated Mediation Settlement Offer, 

the claimant may include the following: 

 A counteroffer to the Abbreviated Mediation Settlement Offer; and 

 A confidential response to the Background Statement (the “Response Statement”), 

which should include a short and plain statement of the facts and law upon which the 

Subordinated Securities Claimant relies for recovery and maintains entitle it to relief. 

The Subordinated Securities Claimant may, but is not required to, attach to the 

Response Statement exhibits, annexes, or other documents that the Subordinated 

Securities Claimant believes support its claim. The Response Statement must not 

exceed five (5) pages, excluding any attachments. 

If a Subordinated Securities Claimant rejects the Abbreviated Mediation Settlement Offer, but 

elects not to make a counteroffer, the Subordinated Securities Claimant or, if applicable, the 

Authorized Individual, shall come prepared with and be expected to make a counteroffer at the 

Abbreviated Mediation. 

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6. Termination of the Abbreviated Mediation 

The Abbreviated Mediation may only be terminated by the Mediator. Subject to Section IV.B, 

infra, either the Reorganized Debtors or the Subordinated Securities Claimant may request the 

Mediator to terminate the Abbreviated Mediation, and the Mediator shall do so if the Mediator believes 

an impasse has been reached with respect to the Subordinated Securities Claim(s) at issue and, in the 

judgment of the Mediator, there is no reasonable opportunity to settle the claim in mediation. 

7. Next Steps 

If any Subordinated Securities Claims is not settled through the Abbreviated Mediation 

Process, the Reorganized Debtors may (i) only with the written consent of the Subordinated Securities 

Claimant, designate the Subordinated Securities Claim(s) for the Standard Mediation Process, or (ii) 

seek to resolve the claim in the claims reconciliation and objection process before the Bankruptcy 

Court, including the Securities Omnibus Objection Procedures set forth in Securities Claims 

Procedures Order. 

The Reorganized Debtors reserve the right, at any time, to object to a Subordinated Securities 

Claim under section 502 of the Bankruptcy Code, consistent with Rule 3007 of the Federal Rules of 

Bankruptcy Procedure, as well as pursuant to the Securities Omnibus Objection Procedures set forth 

in the Securities Claims Procedures Order. 

 

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B. The Standard Mediation Process 

The Standard Mediation Process begins when the Reorganized Debtors send a Subordinated 

Securities Claimant the following materials (collectively, the “Standard Mediation Materials”): (i) 

notice that the Subordinated Securities Claim has been submitted to the Standard Mediation Process 

(a “Notice of Standard Mediation”); (ii) a copy of the Subordinated Securities Claimant’s applicable 

proof(s) of claim; and (iii) a copy of these Securities ADR Procedures.2

1. Notice of Standard Mediation 

The Reorganized Debtors shall provide the applicable Subordinated Securities Claimant with 

notice of the date, time, location, identity of the Mediator and a reference or link to the posted 

biographical information regarding the Mediator, and the estimated duration of the mediation (the 

“Standard Mediation”) at least forty-two (42) days prior to the mediation date (the “Standard 

Mediation Scheduling Notice”), unless otherwise agreed to by the parties. 

If the chosen date and/or time of the Standard Mediation is not agreeable to the Subordinated 

Securities Claimant, the Subordinated Securities Claimant may so inform the Mediator (defined 

below) so that the parties, and the Mediator, may find a mutually agreeable date and time. 

Absent further order from the Bankruptcy Court, all Standard Mediations shall be conducted 

virtually via videoconference over Zoom. Subordinated Securities Claimants without 

videoconferencing capabilities may nevertheless participate in Standard Mediation via telephonic 

conference. 

2. Appointment of Mediator 

The Reorganized Debtors will, upon notice, present to the Bankruptcy Court for approval a 

panel of qualified and experienced mediators for the Standard Mediations (the “Panel of Mediators 

for Standard Mediations”). As part of their submission(s), the Reorganized Debtors shall seek from 

each proposed Mediator and disclose information regarding any current or past work that the proposed 

Mediator has performed for, or on behalf of, the Debtors or Reorganized Debtors and other potential 

                                                      

2

 For transferred claims, the Reorganized Debtors will also serve a copy of the Offer Materials on the 

transferee identified in the notice of transfer of claim. 

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conflicts, disclosed by the Mediator to the Reorganized Debtors, that, in the Mediator’s view, could 

create a reasonable inference of bias. The Reorganized Debtors will work with the Panel of Mediators 

for Standard Mediations to develop a process of fair distribution of Standard Mediations among the 

Mediators. The Reorganized Debtors will also post biographical information regarding each Mediator 

on Prime Clerk’s website. 

Following approval by the Bankruptcy Court of the Panel of Mediators for Standard 

Mediations, the Reorganized Debtors shall be permitted to submit a notice for the addition of 

Mediators to the Panel of Mediators for Standard Mediations without need for further Court Order. 

A person appointed as a Mediator must (i) be an impartial, neutral person, (ii) have no financial 

or personal interest in the proceedings or, except when otherwise agreed by the parties, in any related 

matter, and (iii) disclose any circumstances likely to create a reasonable inference of bias. In the event 

a Mediator discloses any circumstances likely to create a reasonable inference of bias with respect to 

a particular Standard Mediation, such Mediator shall withdraw from the assignment and shall be 

replaced prior to the commencement of the Standard Mediation. 

3. Fees and Costs 

The Reorganized Debtors shall pay the mediator’s fees and expenses. The parties shall each 

bear their own costs of the Standard Mediation Process. 

4. Appearance at Standard Mediation 

The Subordinated Securities Claimant and any counsel must appear at the Standard Mediation. 

The Reorganized Debtors shall make all arrangements for the Standard Mediation to be held over 

Zoom (or a similar web-based video interface) and/or telephonic conference and advise the 

Subordinated Securities Claimant and any of the Subordinated Securities Claimant’s representatives 

of such arrangements. The Subordinated Securities Claimant shall make arrangements to ensure that 

the Subordinated Securities Claimant will be able to participate in the Standard Mediation, including 

by ensuring a proper internet connection is available. If a Subordinated Securities Claimant that is a 

natural person has a hardship preventing that individual from attending a Standard Mediation, the 

Reorganized Debtors, the Subordinated Securities Claimant, and the Mediator will meet and confer in 

good faith to resolve the issue and, if necessary, either party may ask the Bankruptcy Court for relief. 

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If a person or entity, other than the Subordinated Securities Claimant, filed the Subordinated 

Securities Claim on behalf of the Subordinated Securities Claimant, that person or entity must also 

appear at the Standard Mediation. If the Subordinated Securities Claimant is not a natural person, an 

authorized representative must appear at the Standard Mediation (the “Authorized Representative”).

 Unless otherwise agreed by the Reorganized Debtors, the Authorized Representative must 

have complete (and not limited) authority to settle without reversion to others not attending the 

Standard Mediation. 

5. Standard Securities Mediation Procedures 

Unless the parties agree otherwise, the following deadlines apply: 

Twenty-one (21) days before the Standard Mediation. The Subordinated Securities 

Claimant must e-mail the Mediator and the Reorganized Debtors the following: 

 A settlement demand (the “Settlement Demand”); and 

 A confidential pre-mediation statement (the “Opening Statement”). The Opening 

Statement must not exceed fifteen (15) pages, excluding any attachments, and identify 

each cause of action or theory the Subordinated Securities Claimant asserts, including 

a short and plain statement of the facts and law upon which the Subordinated Securities 

Claimant relies for recovery and maintains entitle it to relief. The Opening Statement 

shall include, as exhibits or annexes, all documents (or summaries of voluminous 

documents), affidavits, and other materials on which the Subordinated Securities 

Claimant relies. 

Seven (7) days before the Standard Mediation. The Reorganized Debtors must e-mail the 

mediator and the Subordinated Securities Claimant the following: 

 A response to the settlement demand (the “Settlement Demand Response”); and 

 A confidential response statement (the “Rebuttal Statement”). The Rebuttal 

Statement must not exceed fifteen (15) pages, excluding any attachments. 

If the Settlement Demand Response contains a counteroffer to the Settlement Demand, the 

Subordinated Securities Claimant or, if applicable, the Authorized Individual, shall come prepared 

with and be expected to make a counter-counteroffer at the Standard Mediation. 

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6. Mediators-Eyes-Only 

At the Mediator’s discretion and direction, the parties may submit additional, confidential 

letters or statements to the Mediator that will not be exchanged with each other, which shall receive 

“Mediator’s-eyes-only” treatment. 

7. Termination of the Standard Mediation 

The Standard Mediation may only be terminated by the Mediator. Subject to Section IV.B 

below, either the Reorganized Debtors or the Subordinated Securities Claimant may request the 

Mediator to terminate the Standard Mediation, and the Mediator shall do so if the Mediator believes 

an impasse has been reached with respect to the Subordinated Securities Claim(s) at issue and, in the 

judgment of the Mediator, there is no reasonable opportunity to settle the claim in mediation. 

8. Next Steps 

If any Subordinated Securities Claims is not settled through the Standard Mediation Process 

and the mediation is terminated by the Mediator, then the Subordinated Securities Claim shall be 

resolved through the claims reconciliation and objection process before the Bankruptcy Court, 

including the Securities Omnibus Objection Procedures set forth in Securities Claims Procedures 

Order. 

C. Extension of Claim Objection Deadline 

In the event that these Securities ADR Procedures have been invoked as to a Subordinated 

Securities Claim but have not resolved the Subordinated Securities Claim, the deadline to object to the 

Subordinated Securities Claim under Section 7.1 of the Plan shall be automatically extended until sixty 

(60) days after the termination of the Securities ADR Procedures. For the avoidance of doubt, this 

provision in no way shortens the deadline to object to Subordinated Securities Claims under Section 

7.1 of the Plan.

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