Case KG Doc 143 Filed 04/27/18 Page 1 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. Debtors.

Transcription

1 Case KG Doc 143 Filed 04/27/18 Page 1 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: VER TECHNOLOGIES HOLDCO LLC, et al., 1 Debtors. Case No (KG) (Jointly Administered) Objection Deadline: April 27, 2018 at 4:00 p.m. Hearing Date: May 4, 2018 at 1:30 p.m. Re: Docket No. 10 RESPONSE OF FTF PARTIES TO DEBTORS MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (I) AUTHORIZING THE DEBTORS TO PAY PREPETITION CLAIMS OF CERTAIN FOREIGN VENDORS, SHIPPERS, LIEN CLAIMANTS, AND 503(B)(9) CLAIMANTS; AND (II) GRANTING RELATED RELIEF New FTF, Inc. ( FTF ), REVV Property, LLC ( REVV ), Ruberta Property, LLC ( Ruberta ), FAAST Leasing San Francisco, LLC ( FAAST SF ), FAAST Leasing San Diego, LLC ( FAAST SD ), FAAST Leasing Louisiana, LLC ( FAAST LA ), FAAST Leasing Texas, LLC ( FAAST TX ), FAAST Leasing Florida, LLC ( FAAST FL ), FAAST Leasing Arizona, LLC ( FAAST AZ ), FAAST Leasing Tennessee, LLC ( FAAST TN ), and FAAST Leasing Georgia, LLC ( FAAST GA and, together with the foregoing, the FTF Parties ), by and through their undersigned counsel, hereby respond to Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to Pay Prepetition Claims of Certain Foreign Vendors, 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: VER Technologies HoldCo LLC (7239); CPV Europe Investments LLC (2533); FAAST Leasing California, LLC (7857); Full Throttle Films, LLC (0487); Maxwell Bay Holdings LLC (3433); Revolution Display, LLC (6711); VER Finco, LLC (5625); VER Technologies LLC (7501); and VER Technologies MidCO LLC (7482). The location of the Debtors service address is: 757 West California Avenue, Building 4, Glendale, California 91203

2 Case KG Doc 143 Filed 04/27/18 Page 2 of 14 Shippers, Lien Claimants, and 503(b)(9) Claimants; and (II) Granting Related Relief (the Motion ) [D.I. 10]. In support thereof, the FTF Parties state as follows: INTRODUCTION 1. Brothers Vincent Dundee III and Scott Dundee spent more than thirty years building Full Throttle Films, Inc. brick-by-brick from a small California rental company into the world s preeminent audio and visual equipment rental company. In December 2014, the brothers sold their thriving business to private equity firm Catterton Partners. Within little more than two years after the transaction, Catterton Partners and its management team managed to cripple the company by disregarding the advice of knowledgeable industry professionals, over-expanding the company into new markets, burdening the company with more than $700,000,000 in new debt, and ostracizing clients, employees, and management through a series of misguided initiatives. 2. With the company in shambles, Catterton sought to extricate itself from its nearbillion dollar blunder by negotiating an exit strategy namely, the sale of the company to Production Resource Group through a chapter 11 bankruptcy case. The commencement of the debtors chapter 11 bankruptcy cases, however, has not curbed Catterton s bad judgment. To the contrary, Catterton is now attempting to double-down on the same conduct that ruined the oncesuccessful enterprise incurring additional debt at reprehensible costs, depleting the funds of the estate by accruing substantial professional fees and secured creditor claims, and showing utter disregard for the basic equitable principles of bankruptcy by seeking to pay favored creditors in full to the detriment of similarly situated creditors, including the FTF Parties. 3. The Motion at bar is an archetypal example of the complete disregard for the fundamental equality of treatment principles that govern every bankruptcy case, including these - 2 -

3 Case KG Doc 143 Filed 04/27/18 Page 3 of 14 that Catterton and the Debtors (defined infra) voluntarily commenced. More precisely, through the Motion, Catterton and the Debtors seek to establish a procedure devoid of transparency and Court oversight. Rather, under the Motion, the Debtors are authorized to choose, in their sole and absolute discretion (as there is no proposed procedure to review whether the Debtors actually followed the vague proposed criteria ), which prepetition unsecured creditors are going to get paid in full immediately, far in advance what is likely to be mere cents on the dollar return to all other unsecured creditors when these chapter 11 cases are concluded. 4. The payment of prepetition debt outside of a plan is an extraordinary measure to be employed if, and only if, payment of a claim which arose prior to reorganization is essential to the continued operation of the [debtor] during reorganization.... See In re Lehigh & N.E.R. Co., 657 F.2d 570, 581 (3d Cir. 1981) (emphasis added). The Debtors have presented insufficient evidence demonstrating that the payment of any prepetition claim is essential to the reorganization. To the contrary, the Debtors seek unfettered license to decide what creditors to pay and how much to pay them. Where is the Court s oversight and transparency in the Debtors proposal? Missing entirely, in complete disregard for the governing law. This must not be condoned. The Court should not permit more misguided judgments by existing management to bypass the scrutiny that is needed and required. 5. In order to preserve the assets of the estate and ensure proper compliance with controlling precedent with respect to critical vendor requests, the FTF Parties hereby respond to the Motion and request that the Court deny the Motion without prejudice, to permit the Debtors to make a proper showing of necessity for the payment of specifically-identified prepetition creditors and claims

4 Case KG Doc 143 Filed 04/27/18 Page 4 of 14 BACKGROUND A. Formation and Development of VER 6. In 1983, Vincent Dundee III and Scott Dundee (collectively, the Dundees ) established a small audio and video equipment rental company in California Full Throttle Films, Inc. (d/b/a Video Equipment Rentals (together with its affiliates, VER )), the predecessor to debtor VER Technologies HoldCo LLC and its debtor affiliates (collectively, the Debtors ), the debtors and debtors in possession in the above-captioned, jointly administered bankruptcy cases (collectively, the Bankruptcy Cases ). Over the three decades that followed, the Dundees grew VER through careful expansion and strategic acquisitions to meet the everexpanding and increasingly-sophisticated demands of their clientele, and, above all else, through the provision of unsurpassed service and support. Ultimately, the Dundees developed VER into a world leader in the audio and video equipment rental industry providing world-class products and services to thousands of customers globally, including some of the world s largest entertainers and production companies, and generating hundreds of millions of dollars in revenue annually. B. Catterton Acquisition of VER 7. In early 2014, VER entered into negotiations with L Catterton (f/k/a Catterton Partners) regarding Catterton s potential acquisition of VER. Thereafter, Catterton conducted expansive and thorough due diligence with the assistance of numerous legal and financial professionals over a period of nearly ten (10) months. Ultimately, VER and Catterton reached an agreement for Catterton to acquire VER through a multi-step process. In sum, the transaction took the form of a corporate restructuring through which the Debtors were formed to mirror the preexisting operational structure of VER and the purchase of the equity in a yet-to-be-formed - 4 -

5 Case KG Doc 143 Filed 04/27/18 Page 5 of 14 holding company (the Transaction ) namely, Video Equipment Rentals Holding, LLC (presently known as VER Technologies HoldCo, LLC ( VER HoldCo )). The Transaction culminated with the execution of a Unit Purchase Agreement (the UPA ) in December 2014, through which an affiliate of Catterton, CP-VER Holdings Inc., acquired approximately 92% of the equity interests in VER HoldCo from VER and the Dundees. 8. At the time, VER was a profitable, vibrant, well-known company that was a worldwide force in the video equipment rental business with annual EBITDA in excess of $100,000, The Transaction provided for all existing debts of VER to be paid in full and Catterton arranged for new financing for the acquisition. As consideration, the Dundees were paid cash and received less than 10 percent of the equity in the new company. To provide extra working capital for the new company s acquisition of additional equipment, the Dundees agreed to defer $30,000,000 of the purchase price by accepting an unsecured note with a maturity date in December The note presently has an unpaid principal balance of approximately $18,750, As part of the Transaction, the Dundees also deferred another $50,000,000 of the purchase price by agreeing to accept payment of the $50,000,000 plus interest upon the occurrence of a subsequent capital event, including, without limitation, the sale of the new company (i.e. VER HoldCo). This obligation is described in the UPA as preferred units in VER HoldCo, although the purported preferred units are not actual equity interests in VER Holdco. 11. Additionally, in association with the Transaction, REVV, Ruberta, FAAST SF, FAAST SD, FAAST LA, FAAST TX, FAAST FL, FAAST AZ, FAAST TN, and FAAST GA - 5 -

6 Case KG Doc 143 Filed 04/27/18 Page 6 of 14 (collectively, the Lessors ), entities owned and/or controlled by the Dundees, entered into a series of triple-net lease agreements (collectively, the Leases ) with one or more of the Debtors for the use and occupancy of certain improved parcels of commercial real property (collectively, the Leased Premises ) owned by the Lessors and located throughout the United States. The Debtors continue to use and occupy the Leased Premises in the operation of their business. 12. Following the consummation of the Transaction, Vincent Dundee III ( V. Dundee ) served in an advisory role and as a member of the board of directors of VER HoldCo. Despite that role, the new owners and operators sought little, if any, input from V. Dundee, and over time increasingly excluded him from board discussions depriving him of information about the Debtors and their operations. As a result, V. Dundee felt he had no choice but to resign from the board of directors of VER HoldCo. C. Post-Sale Management and Over-extension of VER 13. Pursuant to the Transaction, Catterton assumed control of the operations of the Debtors and installed a new management team at significant additional expense. Immediately thereafter, Catterton shifted away from the traditionally measured and profitable growth of VER, and took actions to alter the pre-transaction operations of the Debtors/VER. Against the advice of V. Dundee, the Debtors began paying Catterton s affiliates millions of dollars in fees for various activities, aggressively expanded into new, less profitable kinds of equipment, and enlarged the products and services offered by the Debtors. To facilitate the growth, the Debtors hired a large number of new employees to staff the newly-created divisions and incurred substantial debt to acquire approximately $238,000,000 in new rental equipment. 14. The expansion proved disastrous for the Debtors. The new market segments failed to generate sufficient revenues or profits to pay the increased costs associated with the new - 6 -

7 Case KG Doc 143 Filed 04/27/18 Page 7 of 14 loans and the expanded management and employee base, or justify the expenditures to acquire new equipment. Unsurprisingly, this all resulted in negative cash flow and diminishing profit margins. The expansion also placed the Debtors into competition with its own clients, which further diminished revenues as clients terminated long-standing business relationships with the Debtors/VER. The ramifications of the resulting deficits were further exacerbated by increased debt obligations incurred by the Debtors at Catterton s insistence to finance the ill-conceived expansion as well as the costs associated with the employment of numerous new professionals and consultants, including entities related to Catterton, to advise the Debtors management regarding the expansion strategy and operation of the Debtors, among other things. 15. In just over two years, the Debtors departure from the long-standing business model and practices of VER had irreparably harmed the Debtors operational capabilities, burdened the Debtors with more than $700,000,000 in debt (VER delivered the operation to Catterton free of all pre-closing debt), damaged client relationships and business opportunities, and created discord amongst the Debtors employees and management team. D. Efforts to Restructure the Debtors and their Obligations 16. In an effort to salvage the once-profitable business, in or about 2017, the Debtors began exploring options for the restructuring of the Debtors or a sale of the Debtors or their assets. As part of this process, the Debtors entered into discussions with, among others, Production Resource Group ( PRG ), a major competitor of the Debtors, and GSO Capital Partners ( GSO ), the primary lender under a secured prepetition term loan facility, which was then owed over $400 million by the Debtors. The months of discussions culminated with the execution of a Restructuring Support Agreement ( RSA ) among the Debtors, PRG, and GSO, as well as other interested parties, to facilitate the restructuring of the Debtors existing debt - 7 -

8 Case KG Doc 143 Filed 04/27/18 Page 8 of 14 facilities and, ultimately, a merger of the Debtors into PRG or a related entity via a chapter 11 plan of reorganization. See D.I. 19, at pp GSO is also a major lender to PRG. E. Commencement of Bankruptcy Cases and Motion 17. On April 5, 2018 (the Petition Date ), the Debtors commenced the Bankruptcy Cases, purportedly in accordance with the terms of the RSA. 18. On the Petition Date, the Debtors filed the Motion. [D.I. 10]. By and through the Motion, the Debtors seek authority to pay up to $5,725,000 to satisfy certain prepetition claims namely, (a) up to $725,000 to satisfy prepetition claims (collectively, the Foreign Vendor Claims ) of foreign vendors (collectively, the Foreign Vendors ), (b) up to $4,000,000 to satisfy prepetition claims (collectively, the Shipper Claims ) of domestic third-party servicers or carriers who are in possession of the Debtors property and who have or may assert a lien in such property under applicable law (collectively, the Shippers ), and (c) up to $1,000,000 to satisfy prepetition claims (collectively, the 503(b)(9) Claims and, together with the Foreign Vendor Claims and Shipper Claims, the Prepetition Claims ) owing to various domestic vendors who supplied goods to the Debtors within the 20-day period immediately preceding the Petition Date (collectively, the 503(b)(9) Claimants and, together with the Foreign Vendors and Shippers, the Prepetition Claimants ). In support of the relief requested, the Debtors filed the Declaration of Lawrence Young in Support of the Debtors Critical Vendor Motion and Foreign and Priority Vendor Motion (the Young Declaration ). [D.I.. 16]. The Debtors do not specifically identify any Prepetition Claims or Prepetition Claimants in the Motion or Young Declaration. [D.I. 10 & 16]

9 Case KG Doc 143 Filed 04/27/18 Page 9 of 14 RESPONSE A. Debtors Have Failed to Establish that the Payment of the Prepetition Claims is Essential to Reorganization 19. While not expressly authorized under the Bankruptcy Code (11 U.S.C. 101, et. seq.), courts in the Third Circuit have upheld the payment of certain prepetition claims in extraordinary circumstances under the necessity of payment doctrine and section 105(a) of the Bankruptcy Code. See, e.g., In re Lehigh & N.E.R. Co., 657 F.2d at 581 ( the necessity of payment doctrine, as it has developed since its original enunciation in Miltenberger..., teaches no more than, if payment of a claim which arose prior to reorganization is essential to the continued operation of the [debtor] during reorganization, payment may be authorized even if it is made out of corpus of the bankruptcy estate); see also In re Penn Central Transp. Co., 467 F.2d 100, 102 n.1 (3d Cir. 1972) (holding that the necessity of payment doctrine permits immediate payment of claims of creditors where those creditors will not supply services or material essential to the conduct of the business until their pre-reorganization claims have been paid ); see also In re Just for Feet, Inc., 242 B.R. 821, 824 (D. Del. 1999) ( courts have used their equitable power under section 105(a) of the Code to authorize the payment of pre-petition claims when such payment is deemed necessary to the survival of a debtor in a chapter 11 reorganization ). 20. Significantly, however, the sine qua non for the application of the necessity of payment doctrine is the possibility that the creditor will employ an immediate economic sanction, failing such payment. In re Lehigh & N.E.R. Co., 657 F.2d at 581. Accordingly, [t]o invoke the necessity of payment doctrine, a debtor must show that payment of the pre-petition claims is critical to the debtor s reorganization. In re Just for Feet, Inc., 242 B.R. at 826; see also In re Fin. News Network, Inc., 134 B.R. 732, 736 (Bankr. S.D.N.Y. 1991); see also In re - 9 -

10 Case KG Doc 143 Filed 04/27/18 Page 10 of 14 NVR L.P., 147 B.R. 126, 128 (Bankr. E.D. Va. 1992) (holding that proponent of the payment must show substantial necessity ); In re Eagle-Picher Indus., Inc., 124 B.R. 1021, 1023 (Bankr. S.D. Ohio 1991) (debtor must demonstrate the payment is necessary to avert a serious threat to the chapter 11 process ). To satisfy this requirement, the debtor must establish through the submission of competent evidence that the payment of specific prepetition claims is essential to the continued operation of the debtor. See In re Just for Feet, Inc., 242 B.R. at (denying in part without prejudice a motion to pay critical vendors due to the failure to identify and demonstrate the necessity of the goods and services provided by such creditors). 21. Here, the Debtors have failed to provide evidence required to justify the payment of any Prepetition Claims. Indeed, the Motion is utterly devoid of information or evidence to verify the purported Prepetition Claimants and alleged Prepetition Claims. [D.I. 10 & 16]. The Debtors fail to identify the purported Prepetition Claimants, the amount of the purported Prepetition Claims, or the relationship or business dealings between the Debtors and the alleged Prepetition Claimants. Id. The Debtors also fail to provide any justification or substantiation for the conclusion that the payment of any Prepetition Claims is critical or essential to the proposed restructuring or that the failure to pay any purported Prepetition Claims will result in the termination of services by the Prepetition Claimants. Id.; see In re Lehigh & N.E.R. Co., 657 F.2d at 581 ( the sine qua non for the application of the necessity of payment doctrine is the possibility that the creditor will employ an immediate economic sanction, failing such payment. ). The dearth of information is fatal to the relief requested in the Motion. 22. In fact, the Debtors have not even established there is a debt owing to any Shipper (which includes Lien Claimants, as defined in the Young Declaration). To the contrary, the Debtors merely suggest that debts may be owing to certain Shippers as of the Petition Date

11 Case KG Doc 143 Filed 04/27/18 Page 11 of 14 [D.I. 16, at 14 & 17] ( I believe that, as of the Petition Date, certain Shippers may have outstanding invoices for goods delivered to the Debtors before the Petition Date or for goods currently in transit and As of the Petition Date, certain vendors, including the Lien Claimants, may not have been paid for certain goods or services provided prepetition. (emphasis added)). 23. Furthermore, the Debtors have failed to establish that the Shippers will refuse to provide services or assert a lien in any asset absent payment once again merely suggesting the possibility (however remote) of this potential harm. D.I.. 16, at 15 & 17 ( If the Debtors do not pay the Shipping Claims on a timely basis,... the Shippers may assert possessory liens on the goods or Equipment currently in their possession and refuse to deliver or release such good until their invoices are paid. The Shippers may be unwilling to unilaterally part with goods in their possession... and Unless the Lien Claimants are paid for these outstanding prepetition amounts, I believe that the Lien Claimants may refuse to perform their ongoing obligations with the Debtor, may assert Miscellaneous Liens, or may refuse to release finished goods in their possession unless paid cash on delivery. (emphasis added)). Fear of a potential negative impact without substantiation for such apprehension does not establish that the payment of the associated debt is critical or essential to reorganization as is required to justify the extraordinary relief of paying certain prepetition claims ahead of similarly situated claimants. 24. The Motion, as it pertains to Foreign Vendors, is equally deficient. Indeed, rather than provide any relevant information, the Debtors merely propose criteria by which the Debtors intend to evaluate purported Foreign Vendor Claims. [D.I. 10 & 16]. The proposed procedure, however, fails to cure the deficiency of the request. The approval of payments to Foreign Vendors as critical vendors is not a decision that rests within the discretion of the Debtors. To the contrary, the Debtors must present sufficient evidence for the Court to determine whether

12 Case KG Doc 143 Filed 04/27/18 Page 12 of 14 payments to critical vendors are so critical or essential to warrant the granting of such extraordinary relief. In re Just for Feet, Inc., 242 B.R. at 826 ( the court must determine whether the payment of pre-petition claims of trade vendors in this case is critical to the Debtors reorganization (emphasis added)). Court approval is especially important in the instant case due to the utter lack of transparency in the proposed procedures, the Debtors abysmal track-record for the management of operational expenditures (which contributed to the degradation of the once-thriving company), the amount of potential Foreign Vendor payments at issue ($725,000 in addition to $14,700,000 requested to pay domestic critical vendors ), and the probable existence of obligations presently owing to entities owned and/or controlled by Catterton the controlling, majority member of VER HoldCo. 25. In sum, due to the dearth of essential information, the Court and creditors are left without any basis to conclude that the Prepetition Claims are so critical or essential to the reorganization that payment outside a plan under the necessity of payment doctrine is warranted and, as such, the Motion must be denied. B. Debtors have Failed to Establish the Financial Ability to Pay the Prepetition Claims and Maintain Business Operations 26. In addition to the failure to provide any substantiation for the requested relief, the Debtors have failed to demonstrate the financial ability to pay the Prepetition Claims. Chapter 11 is supposed to provide the debtor a brief respite to make changes in the business, rehabilitate and reorganize, not continue down the road that lead to chapter 11. Here, the Debtors seek authority to pay up to $19,725,000 in prepetition claims through the Motion and simultaneouslyfiled Debtors Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to Pay Certain Prepetition Claims of Critical Vendors and (II) Granting Related Relief [D.I. 14]. The Debtors, however, have failed to identify the changes and rehabilitation they are undertaking or

13 Case KG Doc 143 Filed 04/27/18 Page 13 of 14 to present any evidence supporting the conclusion that the Debtors are financially able to pay nearly $20,000,000 in prepetition claims. The debtors do not explain how they can afford these expenses, as well as the other initial expenses associated with the reorganization, including, without limitation, approximately $6,000,000 in fees associated with the debtor in possession loan facilities and approximately $14,000,000 of debt to GSO on account of the prepetition bridge loans, while maintaining operations pending confirmation of a plan. Absent an adequate showing of the ability to pay the first day expenditures and maintain operations, the payment of the Prepetition Claims, among other things, may prove far more detrimental than the nonpayment or delayed payment of such claims especially if alternative vendors are available, which is unclear since the Debtors have failed to identify or provide essential information regarding the Prepetition Claimants. CONCLUSION 27. WHEREFORE, the FTF Parties respectfully request that the Court enter an order (a) denying the Motion without prejudice or (b) continuing the hearing on the Motion to permit the Debtors to present evidence adequately identifying purported Prepetition Claimants and Prepetition Claims, justifying the payment of prepetition debts owing to the same, and establishing the financial capability to pay all first day obligations without harming the operational capabilities of the Debtors. Dated: April 27, 2018 /s/ Laurel D. Roglen Wilmington, Delaware Matthew G. Summers (No. 5533) Laurel D. Roglen (No. 5759) Ballard Spahr LLP 919 N. Market Street, 11th Floor Wilmington, DE Telephone: (302) Facsimile: (302) summersm@ballardspahr.com

14 Case KG Doc 143 Filed 04/27/18 Page 14 of 14 -and- Howard J. Weg* Michael T. Delaney* Robbins Kaplan LLP 2049 Century Park East Suite 3400 Los Angeles, CA Telephone: Facsimile: \ (*Admitted pro hac vice) Attorneys for CreditorsNEW FTF, INC., REVV Property, LLC, Ruberta Property, LLC, FAAST Leasing San Francisco, LLC, FAAST Leasing San Diego, LLC, FAAST Leasing Louisiana, LLC, FAAST Leasing Texas, LLC, FAAST Leasing Florida, LLC, FAAST Leasing Arizona, LLC, FAAST Leasing Tennessee, LLC, and FAAST Leasing Georgia, LLC

15 Case KG Doc Filed 04/27/18 Page 1 of 3 CERTIFICATE OF SERVICE I, Laurel D. Roglen, Esquire, do hereby certify that, on this 27th day of April, 2018, I caused a true and correct copy of the foregoing objection to be served on the parties listed on Exhibit A in the manner indicated thereon: Dated: April 27, 2018 Wilmington, Delaware /s/ Laurel D. Roglen Laurel D. Roglen, Esq. (No. 5759) BALLARD SPAHR, LLP

16 Case KG Doc Filed 04/27/18 Page 2 of 3 VIA HAND DELIVERY EXHIBIT A David L. Buchbinder, Esq. Office of the U.S. Trustee 844 King Street, Suite 2207 Lockbox 35 Wilmington, DE Domenic E. Pacitti, Esq. Morton Branzburg, Esq. Klehr Harrison Harvey Branzburg LLP 919 N. Market Street, Suite 1000 Wilmington, DE Christopher M. Samis, Esq. L. Katherine Good, Esq. Aaron H. Stulman, Esq. Whiteford, Taylor & Preston LLC The Renaissance Centre 405 North King Street, Suite 500 Wilmington, DE VIA FIRST CLASS MAIL VER Technologies Holdco LLC 757 West California Avenue, Building 4 Glendale, CA Joshua A. Sussberg, P.C. Christine Pirro, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY James H.M. Sprayregen, P.C. Ryan Blaine Bennett, Esq. Kirkland & Ellis LLP 300 North LaSalle Street Chicago, IL Morton Branzburg, Esq. Klehr Harrison Harvey Branzburg LLP 1835 Market Street, Suite 1400 Philadelphia, PA 19103

17 Case KG Doc Filed 04/27/18 Page 3 of 3 Andrew Gallo, Esq. Christopher L. Carter, Esq. Morgan, Lewis & Bockius LLP One Federal Street Boston, MA Jason J. Solomon, Esq. Alston & Bird LLP Bank of America Plaza 101 South Tryon Street, Suite 4000 Charlotte, NC Shana A. Elberg, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY Christopher M. Dressel, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive Chicago, IL Jeffrey Pawlitz, Esq. King & Spalding LLP 1185 Avenue of the Americas New York, NY Alan G. Tippie, Esq. Mark S. Horoupian, Esq. Victor A. Sahn, Esq. David S. Kupetz, Esq. SulmeyerKupetz, P.C. 333 South Hope Street, 35th Floor Los Angeles, CA Joseph T. Moldovan, Esq. Robert K. Dakisand, Esq. Morrison Cohen LLP 909 Third Avenue New York, NY