Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 1 of 30
`
`
`
`In re:
`
`IMERYS TALC AMERICA, INC., et al.,1
`
`
`Debtors.
`
`IN THE UNITED STATES BANKRUPTCY COURT
`FOR THE DISTRICT OF DELAWARE
`
`
` Chapter 11
`
`Case No. 19-10289 (LSS)
`
`(Jointly Administered)
`
`
`Chapter 11
`
`Case No. 21-10398 (LSS)
`
`
`
`
`
`In re:
`
`CYPRUS MINES CORPORATION,2
`
`
`Debtor.
`
`
`
`
`JOINT STIPULATION OF FACTS
`
`Imerys Talc America, Inc., Imerys Talc Vermont, Inc., Imerys Talc Canada Inc., and
`
`Imerys Talc
`
`Italy, S.p.A.
`
`(collectively,
`
`the “Imerys Debtors”),
`
`the debtors and
`
`debtors-in-possession in the above-captioned cases jointly administered under Case No. 19-10289
`
`(LSS) (the “Imerys Cases”), and Cyprus Mines Corporation (the “Cyprus Debtor”), the debtor
`
`and debtor-in-possession in the above-captioned case administered under Case No. 21-10398
`
`(LSS) (the “Cyprus Case”), along with the undersigned insurers, hereby stipulate to the following
`
`undisputed facts for purposes of the hearing on confirmation of the Second Joint Plan of
`
`Reorganization of Imerys Talc America, Inc. and Its Debtor Affiliates Under Chapter 11 of the
`
`Bankruptcy Code [Imerys D.I. 6732] (including all exhibits thereto and as may be amended,
`
`
`1 The Imerys Debtors in these cases, along with the last four digits of each Imerys Debtor’s federal tax
`identification number (to the extent applicable), are: Imerys Talc America, Inc. (6358), Imerys Talc
`Vermont, Inc. (9050), Imerys Talc Canada Inc. (6748), and Imerys Talc Italy S.p.A. The Imerys North
`American Debtors’ address is 100 Mansell Court East, Suite 300, Roswell, Georgia 30076. Imerys Talc
`Italy S.p.A.’s address is Via Nazionale 121 Porte, 10060 Turin, Italy.
`
`2 The last four digits of the Cyprus Debtor’s taxpayer identification number are 0890. The Cyprus Debtor’s
`address is 333 North Central Avenue, Phoenix, AZ 85004.
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 2 of 30
`
`
`
`modified, or supplemented, the “Imerys Plan”) and the Modified First Amended Plan of
`
`Reorganization of Cyprus Mines Corporation Under Chapter 11 of the Bankruptcy Code [Cyprus
`
`D.I. 3067] (including all exhibits thereto and as may be amended, modified, or supplemented, the
`
`“Cyprus Plan”).3
`
`1.
`
`On February 13, 2019 (the “Imerys Petition Date”), Imerys Talc America, Inc.
`
`(“ITA”), Imerys Talc Vermont, Inc. (“ITV”), and Imerys Talc Canada Inc. (“ITC” and,
`
`collectively with ITA and ITV, the “Imerys North American Debtors”) filed voluntary petitions
`
`for relief under chapter 11 of the Bankruptcy Code, to address current and future claims and
`
`lawsuits alleging bodily injury purportedly caused by talc sold by the Imerys Debtors.
`
`2.
`
`On February 11, 2021 (the “Cyprus Petition Date”), the Cyprus Debtor filed a
`
`voluntary petition for relief under chapter 11 of the Bankruptcy Code, to address current and future
`
`claims and lawsuits alleging bodily injury purportedly caused by talc sold by the Cyprus Debtor
`
`or its former subsidiaries.
`
`The Cyprus Debtor’s Corporate History
`
`Cyprus Mines Corporation (“CMCNY”) was formed as a New York corporation
`
`A.
`
`3.
`
`in 1916.
`
`4.
`
`In 1964, CMCNY acquired 100% of the stock of Sierra Talc Company, which
`
`operated a talc business.
`
`5.
`
`In 1965, CMCNY acquired Southwestern Talc Company and formed two
`
`wholly-owned subsidiaries, CMC-Sierra Corporation and United Clay Mines Corporation.
`
`6.
`
`CMC-Sierra Corporation held title to a facility in Ghent, Belgium that processed
`
`crude talc.
`
`
`3
`Capitalized terms used but not defined in this Stipulation have the meanings ascribed to such terms
`under the Imerys Plan or the Cyprus Plan, as appropriate.
`
`
`
`- 2 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 3 of 30
`
`
`
`7.
`
`CMCNY merged the assets of Sierra Talc Company with United Clay Mines
`
`Corporation to form United Sierra Corporation (“United Sierra”).
`
`8.
`
`For the entirety of its existence, United Sierra mined clays and talc from various
`
`properties across the United States that were owned by its parent, CMCNY.
`
`9.
`
`United Sierra principally sold its products to the pulp and paper, paint, ceramic,
`
`plastic, rubber, cosmetic, and agricultural industries via sales that were handled by CMCNY’s
`
`sales force and a network of qualified distributors.
`
`10.
`
`In 1974, CMCNY changed the name of United Sierra to Cyprus Industrial Minerals
`
`Company and changed the name of CMC-Sierra Corporation to Cyprus Industrial Minerals
`
`Corporation.
`
`11.
`
`In 1974, CMCNY created another wholly-owned subsidiary, Cyprus Georesearch
`
`Company.
`
`12.
`
`In 1978, CMCNY dissolved Cyprus Industrial Minerals Company and operated its
`
`businesses as a division. Cyprus Industrial Minerals Corporation and Cyprus Georesearch
`
`Company remained wholly-owned subsidiaries of CMCNY at that time.
`
`13.
`
`In 1979, Cyprus Georesearch Company acquired the assets, but not the liabilities,
`
`of Charles Mathieu, Inc., an importer and distributor of cosmetic talc.
`
`14.
`
`In April 1979, Standard Oil Company (Indiana) created Amoco CYM Corporation,
`
`a Delaware corporation and wholly-owned subsidiary, for the sole and express purpose of
`
`acquiring CMCNY.
`
`15.
`
`16.
`
`In September 1979, CMCNY merged with and into Amoco CYM Corporation.
`
`Amoco CYM Corporation, as the surviving entity, then changed its name to Cyprus
`
`Mines Corporation, which is the Cyprus Debtor in the Cyprus Case.
`
`17.
`
`The Cyprus Debtor supplied talc to J&J between December, 1979 and March, 1980.
`
`
`
`- 3 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 4 of 30
`
`
`
`18.
`
`In 1980, Standard Oil Company (Indiana) contributed the stock of the Cyprus
`
`Debtor to Amoco Minerals Company, a wholly-owned subsidiary of Standard Oil Company
`
`(Indiana).
`
`19.
`
`In 1985, Standard Oil Company (Indiana) changed its name to Amoco Corporation,
`
`and Amoco Minerals Company changed its name to Cyprus Minerals Company.
`
`20.
`
`Amoco Corporation thereafter spun off Cyprus Minerals Company as an
`
`independent company, with the Cyprus Debtor remaining as a subsidiary of Cyprus Minerals
`
`Company.
`
`21.
`
`On January 6, 1989, the Cyprus Debtor and Johnson & Johnson entered into a stock
`
`purchase agreement (the “1989 SPA”), pursuant to which the Cyprus Debtor acquired all of the
`
`stock of Windsor Minerals, Inc.
`
`22. Windsor Minerals, Inc. operated talc mines in Vermont and historically supplied
`
`talc to Johnson & Johnson for use in baby powder.
`
`23.
`
`In connection with the 1989 SPA, Windsor Minerals, Inc. entered into a supply
`
`agreement (the “1989 SA”), pursuant to which it continued to supply talc to Johnson & Johnson.
`
`24.
`
`The Cyprus Debtor renamed Windsor Minerals, Inc. as Cyprus Windsor Minerals
`
`Corp. (“Windsor”).
`
`25. Windsor supplied Johnson & Johnson with talc between 1989 and 1992.
`
`26.
`
`The Cyprus Debtor itself never supplied talc to Johnson & Johnson except for a
`
`limited period between December 1979 and March 1980.
`
`27.
`
`The 1989 SPA and 1989 SA contained indemnification obligations in favor of the
`
`Cyprus Debtor and its affiliates by Johnson & Johnson for historical talc products as well as those
`
`sold by Windsor under the 1989 SA.
`
`
`
`- 4 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 5 of 30
`
`
`
`28.
`
`In June 1992, the Cyprus Debtor sold its talc-related assets to RTZ America Inc.
`
`(later known as Rio Tinto America, Inc.) through a two-step process.
`
`29.
`
`First, the Cyprus Debtor transferred its talc-related assets and liabilities (subject to
`
`minor exceptions), including its stock in Windsor, to a newly formed subsidiary of the Cyprus
`
`Debtor now named ITA (formerly Cyprus Talc Corporation) pursuant to that certain Agreement of
`
`Transfer and Assumption, dated June 5, 1992, (as amended, the “1992 ATA”). Second, the Cyprus
`
`Debtor sold the stock of Cyprus Talc Corporation to Rio Tinto pursuant to that certain Stock
`
`Purchase Agreement, dated June 5, 1992 (as amended, the “1992 SPA”).
`
`30.
`
`Paragraph 4 of the 1992 ATA provides that Cyprus Talc Corporation (the entity
`
`now known as ITA):
`
`shall assume and shall perform, pay, and discharge all of the
`liabilities or obligations, whether known or unknown, contingent or
`otherwise primarily relating to the Transferred Assets, including,
`without limitation, liabilities and obligations, whether known or
`unknown, contingent or otherwise arising out of the transactions or
`events occurring on or prior to the Closing and relating primarily to
`the Transferred Assets.
`
`31.
`
`At the time of the 1992 transaction, the Cyprus Debtor or its subsidiaries had more
`
`than 500 employees and operated approximately eight talc mines in the United States.
`
`32.
`
`Subsequent to the sale of its business in 1992, the Cyprus Debtor and its subsidiaries
`
`no longer mined or supplied talc.
`
`33.
`
`Shortly after the 1992 SPA, Rio Tinto merged Cyprus Talc Corporation with Rio
`
`Tinto’s existing subsidiary, Luzenac America, Inc. As the surviving corporation, Cyprus Talc
`
`Corporation then changed its name to Luzenac America, Inc.
`
`34.
`
`In 1993, Cyprus Minerals Company, the Cyprus Debtor’s then-parent, merged with
`
`AMAX Inc. to form Cyprus Amax Minerals Corporation (“CAMC”).
`
`
`
`- 5 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 6 of 30
`
`
`
`35.
`
`In 1999, Phelps Dodge Corporation, a holding company for various mining
`
`properties and operations, acquired CAMC.
`
`36.
`
`Freeport-McMoRan Inc. (“Freeport”) purchased Phelps Dodge Corporation (and
`
`indirectly CAMC) in 2007.
`
`37.
`
`Cyprus Minerals Company (and CAMC) never had any talc operations, including
`
`mining, milling, distributing or selling talc.
`
`38.
`
`The Cyprus Debtor is a Delaware corporation and a wholly-owned subsidiary of
`
`CAMC, which is an indirect subsidiary of Freeport.
`
`B.
`
`Imerys Debtors’ Corporate History
`
`39. Mircal S.A. (“Mircal”) is incorporated under the laws of France and has its
`
`headquarters in France.
`
`40. Mircal S.A. is a subsidiary of Imerys S.A.
`
`41.
`
`Imerys S.A. is incorporated under the laws of France and has its headquarters in
`
`France.
`
`42.
`
`The Imerys Group is a French multinational corporation comprised of more than
`
`200 affiliated entities directly and indirectly owned by Imerys S.A.
`
`43.
`
`On August 1, 2011, Mircal S.A. and Rio Tinto America Inc. entered into an
`
`agreement whereby each and every legal entity related to Rio Tinto’s talc business as of 2011 was
`
`sold to the Imerys Group.
`
`44.
`
`In that agreement, Mircal S.A. had the right to assign its obligation to purchase each
`
`entity to another member of its corporate family. For example, the obligation to purchase Luzenac
`
`America, Inc. (now ITA) was assigned to an entity known as Imerys Talc US Holding Limited
`
`(now named Imerys Minerals Holding Limited). Despite the diversity of the acquisition structure,
`
`
`
`- 6 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 7 of 30
`
`
`
`however, a member of the Imerys Group of companies acquired the stock of each and every legal
`
`entity listed on the below chart (collectively, the “Stock Purchase Transaction”).
`
`45.
`
`Through the Stock Purchase Transaction, the Imerys group of companies acquired
`
`all of the stock of all then-existing talc-related companies owned by Rio Tinto entities. More
`
`specifically, Mircal S.A. acquired the right to purchase each of the entities shown in the chart
`
`below from Rio Tinto Talc Limited, which Mircal S.A. could (and did) assign to other Imerys
`
`group entities. Each of the entities shows in the right hand column of the chart (Current Name) is
`
`the same entity as shows in the left hand column of the chart (Name as Acquired):
`
`Name as Acquired
`
`Current Name
`
`Luzenac America, Inc.
`
`Luzenac, Inc.
`
`Rio Tinto Talc Limited
`
`Luzenac Australia Pty Limited
`
`Luzenac NV
`
`Luzenac Canfield, Inc.
`
`1.
`
`2.
`
`3.
`
`4.
`
`5.
`
`Imerys Talc America, Inc.
`
`Imerys Talc Canada, Inc.
`
`Imerys Talc UK Holding Limited
`
`Imerys Talc Australia Pty Ltd.
`
`Imerys Talc Belgium
`
`6.
`Imerys Talc Ohio, Inc. (June 30, 2013
`– merged into Imerys Talc America, Inc.)
`
`Nihon Mistron Co., Ltd.
`
`7.
`
`Imerys Specialties Japan Co., Ltd.
`
`U.S. Talc Company
`
`8.
`Inc.
`Delaware,
`Talc
`Imerys
`(December 31, 2015 – merged into Imerys
`Talc America, Inc.)
`
`Windsor Minerals, Inc.
`
`9.
`
`Imerys Talc Vermont, Inc.
`
`Luzenac Western Source Corp.
`
`10.
`Imerys Talc California, Inc. (June 30,
`2013 – merged into Imerys Talc Vermont, Inc.)
`
`Luzenac Europe SAS
`
`Talc de Luzenac France SAS
`
`Deutsche Borax GmbH
`
`Luzenac Suomi OY
`
`Naintsch Mineralwerke GmbH
`
`Sociedad Espanola de Talcos S.A.
`
`11.
`
`12.
`
`13.
`
`14.
`
`15.
`
`16.
`
`Imerys Talc Europe
`
`Imerys Talc Luzenac France
`
`lmerys Talc Germany GmbH
`
`Imerys Talc Finland OY
`
`Imerys Talc Austria GmbH
`
`Imerys Talc Spain, S.A.
`
`Luzenac Micro Milling Limited
`
`17. August 2, 2016 - dissolved
`
`Luzenac Sierra S.A. de CV
`
`Luzenac Val Chisone S.p.A.
`
`18.
`
`19.
`
`Imerys Talc Mexico. S.A. de C.V.
`
`Imerys Talc Italy S.p.A.
`
`1.
`
`2.
`
`3.
`
`4.
`
`5.
`
`6.
`
`7.
`
`8.
`
`9.
`
`10.
`
`11.
`
`12.
`
`13.
`
`14.
`
`15.
`
`16.
`
`17.
`
`18.
`
`19.
`
`
`
`- 7 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 8 of 30
`
`
`
`46.
`
` Pursuant to the Stock Purchase Transaction, ownership of each of the entities
`
`above transferred from a Rio Tinto entity to Mircal S.A. (for all of the above entities except for
`
`Luzenac America, Inc.) and to Imerys Talc US Holding Limited (for Luzenac America, Inc.).
`
`47. Mircal remains the direct parent entity of ITC and Mircal Italia S.p.A. is the
`
`majority owner of ITI.
`
`48.
`
`49.
`
`Today, Imerys USA, Inc. is the direct parent of Imerys Talc America, Inc.
`
`Prior to the Imerys Petition Date, the operations of the Imerys North American
`
`Debtors included talc mines, plants, and distribution facilities located in: Montana (Yellowstone,
`
`Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario,
`
`Canada (Timmins, Penhorwood, and Foleyet).
`
`50.
`
`On the Imerys Petition Date, the Imerys North American Debtors’ top customers in
`
`the personal care/cosmetic sector were manufacturers of baby powder (50% of personal care sales),
`
`makeup (30% of personal care sales), and soap (20% of personal care sales).
`
`51.
`
`The Imerys North American Debtors were historically the sole supplier of cosmetic
`
`talc to J&J.
`
`52.
`
`A majority of the pending Talc Personal Injury Claims allege injuries based on use
`
`of cosmetic products containing talc, though some claims also allege injuries based on exposure
`
`to talc in an industrial setting.
`
`C.
`
` ITI Background
`
`53.
`
`ITI is in the business of mining, processing, selling, and/or distributing talc to a
`
`variety of end markets.
`
`54.
`
`ITI’s talc operations include a talc mine in Rodoretto, Italy and a plant and office
`
`in Porte, Italy. Talc that is mined in Rodoretto is sent to the plant in Porte where it is processed,
`
`
`
`- 8 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 9 of 30
`
`
`
`refined into various talc products, and packaged for distribution. The office in Porte houses ITI’s
`
`general management administrative operations.
`
`55.
`
`56.
`
`ITI sells its talc through internal sales channels as well as third-party distributors.
`
`ITI’s gross revenue and net profit in 2024 was approximately $19.9 million and
`
`$250,000, respectively.4
`
`57.
`
`Though a portion of ITI’s revenues were previously generated from ITI’s talc sales
`
`to the United States for cosmetic/personal care applications, ITI stopped selling talc to the United
`
`States by the end of 2020.
`
`58.
`
`ITI continues to mine, process, and distribute talc, utilizing a core group of
`
`executives and personnel.
`
`59.
`
`ITI currently employs approximately 87 full-time employees and two part-time
`
`employees.
`
`D.
`
`Sale of Imerys North American Debtors Assets and Purchases of Properties
`
`60. When the Imerys Debtors commenced their bankruptcy cases, they had an ongoing
`
`talc mining, production, and distribution business.
`
`61.
`
`62.
`
`Following the bankruptcy filing, the Imerys Debtors sold their talc operating assets.
`
`The Imerys North American Debtors sold substantially all of their assets to Magris
`
`Resources Canada Inc. pursuant to the Asset Purchase Agreement (the “Asset Purchase
`
`Agreement”) approved by the Bankruptcy Court on November 17, 2020 [Imerys D.I. 2539]
`
`(the “Sale”).
`
`63.
`
`The purchase price consisted of: (i) $223,000,000 in cash consideration, and (ii) the
`
`assumption of the Assumed Liabilities (as defined in the Asset Purchase Agreement).
`
`
`4 These amounts were converted from Euros to Dollars as of February 28, 2025.
`
`
`
`- 9 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 10 of 30
`
`
`
`64.
`
`65.
`
`The Sale closed on February 17, 2021 [Imerys D.I. 3103].
`
`As a result of the Sale, the Imerys North American Debtors are no longer in the
`
`business of mining, processing, or distributing talc.
`
`66.
`
`The Imerys Debtors have since used the funds from that sale to pay for the
`
`administration of the case. Since the sale closed, professional fees have exceeded $120 million.
`
`67.
`
`On May 14, 2021, the Imerys Debtors sought authorization to acquire operating
`
`businesses that were “self-sufficient businesses with limited operating expenses and minimal need
`
`for direct involvement from Debtors’ management.”5
`
`68.
`
`On July 29, 2021, the Imerys North American Debtors filed a motion seeking
`
`authorization to pursue and effectuate the purchase of properties located in Lyndonville, Vermont
`
`(the “Lyndonville Property”) and Johnson, Vermont (the “Johnson Property” and, together with
`
`the Lyndonville Property, the “Purchased Properties”) [Imerys D.I. 3881].
`
`69.
`
`The Lyndonville Property is subject to an existing triple-net lease that requires the
`
`tenant to pay taxes, utilities, common area maintenance, insurance, and certain repair and
`
`maintenance costs.
`
`70.
`
`The Johnson Property is subject to an existing absolute triple-net lease that requires
`
`the tenant to pay taxes, utilities, common area maintenance, insurance, and certain repair and
`
`maintenance costs.
`
`71.
`
`The leases on the Lyndonville Property and the Johnson Property are with DG
`
`Retail, LLC, which operates a Dollar General store on each of the premises. The tenant’s
`
`obligations under the leases are guaranteed by Dollar General Corporation.
`
`
`5 Danner Declaration, Imerys D.I. 3561-4, at ¶ 8.
`
`
`
`- 10 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 11 of 30
`
`
`
`72.
`
`On August 24, 2021, the Bankruptcy Court authorized the Imerys North American
`
`Debtors to purchase the Purchased Properties [Imerys D.I. 3961], and shortly thereafter the Imerys
`
`North American Debtors finalized the purchase of the Purchased Properties, with the Lyndonville
`
`Property being purchased for $4,200,000 and the Johnson Property being purchased for
`
`$2,030,476.
`
`73.
`
`The Imerys Debtors described the purchase of these businesses as undertaken to
`
`“provide a stable ongoing income stream for the benefit of the Debtors and their estates.”6
`
`74.
`
`The Imerys Debtors acknowledged that the acquisition of additional assets was
`
`motivated in part to “help address certain expressed objections to [a prior version of the] Plan,
`
`specifically whether the Debtors can satisfy the so-called ‘ongoing business’ requirement of
`
`section 524(g) of the Bankruptcy Code.”7
`
`75.
`
`The Imerys Debtors’ purchase of two Vermont properties related to Dollar General
`
`stores for $6.2 million does not relate to Imerys’ previous talc-mining business.
`
`76.
`
`ITV believed it would earn annual rental income from these properties in the
`
`amounts of $252,141 at one property and $111,676 at the other.
`
`77.
`
`In approving the sale, the Court’s order preserved Imerys Plan objections as to
`
`whether the Imerys Plan (or any later amended or new Chapter 11 plan) satisfied the requirements
`
`of section 1129, 524(g), and 1141(d) of the Bankruptcy Code.
`
`
`6 Motion for Entry of an Order (I) Approving Notice Procedures, (II) Authorizing Acquisitions and (III)
`Granting Related Relief [Imerys D.I. 3561] at ¶ 21. The Imerys Debtors also stated that their purpose in
`buying these properties was to test “generat[ing] a reliable stream of revenue in excess of what the Sale
`proceeds are currently generating” in interest-bearing bank accounts. See Danner Declaration attached to
`Debtors’ Motion For Entry Of Order Authorizing Debtors To Pursue and Effectuate Purchase of Properties
`Located In Lyndonville, Vermont And Johnson, Vermont, Imerys D.I. 3881-3 at ¶ 7.
`
`7 Danner Declaration, Imerys D.I. 3561-4 at ¶ 32.
`
`
`
`- 11 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 12 of 30
`
`
`
`E.
`
`Claims History Regarding the Debtors
`
`78.
`
`Prior to the applicable Petition Date, ITA, ITV, and the Cyprus Debtor were named
`
`as defendants in personal injury and wrongful death actions seeking recovery for damages
`
`allegedly caused by exposure to products manufactured and distributed by others using talc sold
`
`by the Imerys Debtors, the Cyprus Debtor, or their former subsidiaries.
`
`79.
`
`Plaintiffs generally asserted three types of Talc Personal Injury Claims against one
`
`or more of the Imerys Debtors and the Cyprus Debtor: (1) claims alleging epithelial ovarian
`
`cancer, fallopian tube cancer, or primary peritoneal cancer; (2) claims alleging mesothelioma; and
`
`(3) claims alleging respiratory cancers.
`
`80.
`
`All of the Talc Personal Injury Claims against the Imerys Debtors are based on the
`
`same underlying product—namely, talc allegedly mined, milled, distributed, or sold by the Imerys
`
`Debtors or one of the Imerys Debtors’ predecessors.
`
`81.
`
` The Imerys Debtors have at all times maintained that the talc they supplied (or
`
`their subsidiaries or predecessors supplied) was safe and that exposure to the Imerys Debtors’ talc
`
`products has not caused any personal injuries. The Imerys Debtors also asserted that government
`
`agencies, regulatory and scientific bodies, and peer-reviewed studies have confirmed the safety of
`
`their talc, that the Talc Claims against them are “entirely without merit,”8 and vigorously defended
`
`them pre-petition.
`
`82.
`
`All of the Talc Personal Injury Claims against the Cyprus Debtor are based on the
`
`same underlying product—namely, talc allegedly mined, milled, distributed, or sold by the Cyprus
`
`Debtor or one of the Cyprus Debtor’s former subsidiaries.
`
`
`8 Picard Decl. at ¶ 8. See also id., ¶ 37 (“the [Imerys] Debtors maintain that their talc is safe, that the OC
`Claims and the Mesothelioma Claims are entirely without medical or scientific merit, and that exposure to
`their talc products has not caused any personal injuries”). They continue to do so to this day. See Van Meter
`2025 Dep. Tr. at 34:1-3 (describing Imerys Debtors’ belief that their products “were safe.”).
`
`
`
`- 12 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 13 of 30
`
`
`
`83.
`
`The Cyprus Debtor has at all times maintained that the talc it supplied (or its
`
`subsidiaries or predecessors supplied) was safe and that exposure to the Cyprus Debtor’s talc
`
`products has not caused any personal injuries.
`
`84.
`
`Pre-petition, the Imerys North American Debtors defended against both ovarian
`
`cancer claims and mesothelioma claims. 2,823 claims were dismissed in the tort system pre-
`
`petition. Imerys settled and paid 74 claims. The Imerys North American Debtors paid $32 million
`
`to resolve claims pre-petition.
`
`85.
`
`In 2014, the number of suits filed against the Imerys North American Debtors
`
`involving claims alleging ovarian cancer or related gynaecological diseases arising as a result of
`
`talc exposure (“OC Claims”) began to increase.
`
`86.
`
`As of the Imerys Petition Date, there were approximately 14,710 pending lawsuits
`
`asserting OC Claims and approximately 870 pending lawsuits asserting claims alleging respiratory
`
`cancers or other asbestos-related diseases arising as a result of talc exposure (“Mesothelioma
`
`Claims”) against one or more of the Imerys North American Debtors.
`
`87.
`
`The Imerys North American Debtors historically supplied and at times were the
`
`sole supplier of talc to J&J, and have been routinely named as a co-defendant with J&J in litigation
`
`related to the Talc Personal Injury Claims.
`
`88.
`
`The lawsuits filed against the Imerys North American Debtors also routinely name
`
`third parties including J&J and others.
`
`89.
`
`As of the Imerys Petition Date, the Imerys North American Debtors had won three
`
`defense verdicts from juries in lawsuits asserting OC Claims, as follows:
`
`•
`
`•
`
`•
`
`Swann v. Johnson & Johnson, Case No. 1422-CC09326-01 (Mo. Cir. Ct. 2017).
`
`Estate of Fox v. Johnson & Johnson, 539 S.W.3d 48, 50 (Mo. App. 2017).
`
`Ristesund v. Johnson & Johnson, 558 S.W.3d 77 (Mo. App. 2018).
`
`
`
`- 13 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 14 of 30
`
`
`
`90.
`
`The Fox and Ristesund juries rendered defense verdicts in favor of the Imerys North
`
`American Debtors while awarding plaintiffs’ verdicts against J&J.
`
`91.
`
`The Imerys North American Debtors and J&J have also successfully defended
`
`against certain Mesothelioma Claims, including:9
`
`•
`
`•
`
`•
`
`•
`
`Herford v. Johnson & Johnson et al., Case No. BC646315 (Cal. Super., Los
`Angeles Cty.)
`
`Rimondi v. BASF Catalysts LLC, Case No. L002912-17 (N.J. Super., Law Div.,
`Middlesex Cty.))
`
`Fong v. Johnson & Johnson, Case No. BC675449 (Cal. Super., Los Angeles Cty)
`
`Alfaro v. Imerys Talc America Inc., 2017 WL 3668610, at *9 (Cal. App. Aug. 25,
`2017).
`
`92.
`
`Before the Imerys Petition Date, the Imerys North American Debtors suffered two
`
`plaintiffs’ OC verdicts in Missouri in cases in which J&J was also named as a defendant. Both
`
`cases were on appeal as of the Imerys Petition Date.
`
`93.
`
`In one case, Slemp, the judgment based on the jury’s verdict was reversed on appeal
`
`because the court lacked personal jurisdiction over the Imerys North American Debtors.10
`
`94.
`
`In another, Giannecchini, the jury’s verdict was reversed on appeal for lack of
`
`personal jurisdiction with regard to J&J, but the court did not rule on the Imerys North American
`
`Debtors’ appeal because of the automatic stay.11
`
`95.
`
`The Imerys North American Debtors won at least 11 summary judgment motions
`
`against plaintiffs asserting Mesothelioma Claims. The Imerys North American Debtors also
`
`
`9 After the Imerys North American Debtors filed for bankruptcy, they were removed as defendants in
`various Mesothelioma Claims due to the automatic stay.
`
`10 Slemp v. Johnson & Johnson, 589 S.W.3d 92 (Mo. App. 2019).
`
`11 Order, Giannecchini v. Johnson & Johnson, Case No. ED 105443 (Mo. Cir. Ct. June 18, 2019).
`
`
`
`- 14 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 15 of 30
`
`
`
`obtained defense verdicts, following trial, in two cases asserting Mesothelioma Claims (and, in a
`
`third, obtained dismissal with prejudice during trial).
`
`96.
`
`On or about December 9, 2015, Cheryl Booker, individually and as successor-in-
`
`interest of Richard Booker (the “Booker Claimants”) filed an action in the Superior Court of
`
`California, County of Alameda (the “CA State Court”) against ITA for negligence and strict
`
`product liability in connection with exposure to industrial talc, including a claim for punitive
`
`damages. On December 14, 2017, the CA State Court entered a judgment in favor of the Booker
`
`Claimants in the amount of $11,723,196, including $271,196 in costs (the “Booker Judgment”).
`
`97.
`
`On March 7, 2018, ITA appealed the Booker Judgment in the Court of Appeal of
`
`the State of California, First Appellate District, Division 3 (the “CA Appellate Court”), seeking
`
`complete reversal or reversal and remand of the Booker Judgment for failure to establish
`
`exposure/causation, errors in the verdict form, and erroneous successor liability. Separately, on
`
`April 2, 2018, ITA brought a second appeal to challenge the award of costs with respect to the
`
`Booker Judgment (collectively, the “Booker Appeals”).
`
`98.
`
`During the course of the Imerys Cases, the automatic stay was modified to permit
`
`the Booker Appeals to proceed to final judgment. On December 2, 2019, the Booker Claimants
`
`filed their response to the appellants’ opening brief. On May 11, 2020, ITA filed its reply brief,
`
`and on December 9, 2020, oral argument was held. On December 11, 2020, the CA Appellate
`
`Court affirmed the judgment of the CA State Court.
`
`99.
`
`Although the Cyprus Debtor asserts that its talc did not cause the diseases alleged,
`
`in tort system litigation, plaintiffs retained experts to testify on causation issues in contradiction to
`
`defense experts. In contested talc cases litigated in the tort system, plaintiffs’ expert witnesses
`
`have contended that scientific evidence supports the existence of a causal relationship between
`
`
`
`- 15 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 16 of 30
`
`
`
`exposure to talc and ovarian cancer, mesothelioma, and lung cancer. In those cases, defendants’
`
`expert witnesses contend that there is no such causal link.
`
`F.
`
`The Cyprus Debtor’s Defense of Claims
`
`100. Cyprus contends that as of January 29, 2021, it had been named as a defendant in
`
`approximately 427 Talc Personal Injury Claims in the tort system.
`
`101. By a letter agreement dated July 21, 2016, CAMC and ITA agreed to the terms by
`
`which ITA accepted the tender of 46 Talc Personal Injury Claims from CAMC.
`
`102. On September 22, 2016, CAMC and ITA agreed to a more extensive protocol for
`
`CAMC to tender all Talc Personal Injury Claims cases to ITA on an ongoing basis, titled
`
`“Procedures for Tender of Cyprus Amax Minerals Company (‘CAMC’) Talc Cases to Imerys Talc
`
`America, Inc. (‘IMERYS’)” (the “CAMC Tender Protocol”).
`
`103. On October 10, 2017, Cyprus and ITA agreed that “the terms of the letter agreement
`
`between CAMC and Imerys dated July 21, 2016, and the terms of the Procedures for Tender of
`
`Cyprus Amax Minerals Company (‘CAMC’) Talc Cases to Imerys Talc America, Inc. (‘Imerys’)
`
`dated September 22, 2016, are hereby amended to expressly include and apply to [the Cyprus
`
`Debtor] in addition to CAMC.”
`
`104. From July 2016 until the Imerys Petition Date, ITA handled the defense of Talc
`
`Personal Injury Claims on Cyprus’s behalf.
`
`105. On the Imerys Petition Date, ITA rescinded its acceptance of tender of Talc
`
`Personal Injury Claims.
`
`106. As of the Cyprus Petition Date, the Cyprus Debtor, CAMC, or both the Cyprus
`
`Debtor and CAMC were defendants in approximately 940 Talc Personal Injury Claims filed in
`
`state and federal courts in 24 states. The Cyprus Debtor, in particular, was a defendant in
`
`approximately 440 cases.
`
`
`
`- 16 -
`
`
`
`

`

`Case 19-10289-LSS Doc 7421 Filed 04/19/25 Page 17 of 30
`
`
`
`107. Approximately 95% of Talc Personal Injury Claims pending against the Cyprus
`
`Debtor or CAMC or both as of the Cyprus Petition Date involved allegations that the plaintiffs in
`
`those claims had developed mesothelioma or lung cancer. The remaining Talc Personal Injury
`
`Claims against the Cyprus Debtor or CAMC or both involved allegations that the plaintiffs in those
`
`claims had developed ovarian cancer.
`
`108. Prior to the Cyprus Petition Date, Plaintiffs asserting OC Claims against the Cyprus
`
`Debtor generally alleged that they developed epithelial ovarian cancer, fallopian tube cancer, or
`
`primary peritoneal cancer as a result of their use of certain cosmetic products, primarily J&J body
`
`powders (which were historically comprised almost entirely of talc) for feminine hygiene
`
`purposes. Historically, plaintiffs asserted that talc itself causes ovarian cancer, even absent any
`
`allegations that the talc contained in the body powder was contaminated with trace amounts of
`
`asbestos. Beginning in 2017, however, some plaintiffs asserting OC Claims against the Cyprus
`
`Debtor began to assert that their personal injuries also were caused by alleged trace asbestos
`
`contamination of the talc.
`
`109. The Teresa Leavitt case in 2019 in Alameda County, California, which alleged a
`
`claim for recovery for mesothelioma, was the only case against the Cyprus Debtor that went to
`
`verdict. In that case, the jury entered a verdict in favor of the plaintiff and assigned a 2% portion
`
`of liability to the Cyprus Debtor. Following the verdict, an insurer