Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 12/15

Transcription

1 Case Document 1 Filed in TXSB on 04/14/16 Page 1 of 4 Fill in this information to identify your case: United States Bankruptcy Court for the: SOUTHERN DISTRICT OF TEXAS Case number (if known) Chapter 11 Check if this an amended filing Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 12/15 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor's name and case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 1. Debtor's name Juniper GTL LLC 2. All other names debtor used in the last 8 years Include any assumed names, trade names and doing business as names 3. Debtor's federal Employer Identification Number (EIN) Debtor's address Principal place of business Mailing address, if different from principal place of business 3 Riverway, Suite 1050 Houston, TX Number, Street, City, State & ZIP Code Harris County P.O. Box, Number, Street, City, State & ZIP Code Location of principal assets, if different from principal place of business 950 Interstate 10 W Westlake, LA Number, Street, City, State & ZIP Code 5. Debtor's website (URL) 6. Type of debtor Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) Partnership Other. Specify: Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1

2 Debtor Juniper GTL LLC Case number (if known) Name Case Document 1 Filed in TXSB on 04/14/16 Page 2 of 4 7. Describe debtor's business A. Check one: Health Care Business (as defined in 11 U.S.C. 101(27A)) Single Asset Real Estate (as defined in 11 U.S.C. 101(51B)) Railroad (as defined in 11 U.S.C. 101(44)) Stockbroker (as defined in 11 U.S.C. 101(53AB)) Commodity Broker (as defined in 11 U.S.C. 101(6)) Clearing Bank (as defined in 11 U.S.C. 781(3)) None of the above B. Check all that apply Tax-exempt entity (as described in 26 U.S.C. 501) Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. 80a-3) Investment advisor (as defined in 15 U.S.C. 80a-3) C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See Under which chapter of the Bankruptcy Code is the Debtor filing? Check one: Chapter 7 Chapter 9 Chapter 11. Check all that apply: Debtor's aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,490,925 (amount subject to adjustment on 4/01/16 and every three years after that). The debtor is a small business debtor as defined in 11 U.S.C. 101(51D). If the debtor is a small business debtor, attach the most recent balance sheet, statement of operation, cash-flow statement, and federal income tax return or if all of these documents do not exist, follow the procedure in 11 U.S.C. 1116(1)(B). A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. 1126(b). The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and Exchange Commission according to 13 or 15(d) of the Securities Exchange Act of File the attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form. The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2. Chapter Were prior bankruptcy cases filed by or against the debtor within the last 8 No. Yes. years? If more than 2 cases, attach a separate list. District When Case number District When Case number 10. Are any bankruptcy cases pending or being filed by a business partner or an No Yes. affiliate of the debtor? List all cases. If more than 1, attach a separate list Debtor Relationship to you District When Case number, if known Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2

3 Debtor Juniper GTL LLC Case number (if known) Name Case Document 1 Filed in TXSB on 04/14/16 Page 3 of Why is the case filed in this district? Check all that apply: Debtor has had its domicile, 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. A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district. 12. Does the debtor own or have possession of any real property or personal property that needs immediate attention? No Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed. Why does the property need immediate attention? (Check all that apply.) It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety. What is the hazard? It needs to be physically secured or protected from the weather. It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options). Other Where is the property? Is the property insured? No Yes. Insurance agency Contact name Phone Number, Street, City, State & ZIP Code Statistical and administrative information 13. Debtor's estimation of available funds. Check one: Funds will be available for distribution to unsecured creditors. After any administrative expenses are paid, no funds will be available to unsecured creditors. 14. Estimated number of creditors ,000-5, ,000 10,001-25,000 25,001-50,000 50, ,000 More than100, Estimated Assets $0 - $50,000 $50,001 - $100,000 $100,001 - $500,000 $500,001 - $1 million $1,000,001 - $10 million $10,000,001 - $50 million $50,000,001 - $100 million $100,000,001 - $500 million $500,000,001 - $1 billion $1,000,000,001 - $10 billion $10,000,000,001 - $50 billion More than $50 billion 16. Estimated liabilities $0 - $50,000 $50,001 - $100,000 $100,001 - $500,000 $500,001 - $1 million $1,000,001 - $10 million $10,000,001 - $50 million $50,000,001 - $100 million $100,000,001 - $500 million $500,000,001 - $1 billion $1,000,000,001 - $10 billion $10,000,000,001 - $50 billion More than $50 billion Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3

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5 Case Document 1-1 Filed in TXSB on 04/14/16 Page 1 of 2 Fill in this information to identify the case: Debtor name JUNIPER GTL LLC United States Bankruptcy Court for the: SOUTHERN District of TEXAS (State) Case number (If known): Check if this is an amended filing Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders 12/15 A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 20 largest unsecured claims. Name of creditor and complete mailing address, including zip code Name, telephone number, and address of creditor contact Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed Amount of unsecured claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured Deduction for value of collateral or setoff Unsecured claim 1 RICHARD CONSTRUCTION, INC. 750 PEARL STREET BEAUMONT, TX MIKE KRAUTZ (409) MIKE.KRAUTZ@RIG-RDS.COM $17,559,718 unknown $17,559,718 2 RICHARD DESIGN SERVICES, INC. 750 PEARL STREET BEAUMONT, TX MIKE KRAUTZ (409) MIKE.KRAUTZ@RIG-RDS.COM $6,932,796 3 PARFAB FIELD SERVICES, LLC E. 590 ROAD INOLA, OK ALVIN MOORE (918) AMOORE@PARFABUSA.COM $3,372,377 unknown $3,372,377 4 J.P MORGAN VENTURES ENERGY CORPORATION 383 MADISON AVE., 10TH FLOOR NEW YORK, NY ANTHONY LICATA (212) EBMS.SETTLEMENTS.BMTH@J PMORGAN.COM INVESTMENT BANKING FEE D $2,500,000 5 HEATEC, INC 5200 WILSON ROAD CHATTANOOGA, TN ADRIANO DOS SANTOS (423) ASANTOS@HEATEC.COM $922,660 6 YORK INTERNATIONAL, JOHNSON CONTROLS 100 CV AVENUE WAYNESBORO, PA BOB FAHEY (717) ROBERT.F.FAHEY@JCI.COM $658,990 7 WESCO DISTRIBUTION, INC NORTH ROYAL LANE, SUITE 100 IRVING, TX HEATHER R. KIMMEL (972) (972) HKIMMEL@WESCO.COM $541,875 unknown $541,875 8 SPX COOLING TECHNOLOGIES 7401 WEST 129TH STREET OVERLAND PARK, KS ERIC LERDAHL (913) ERIC.LERDAHL@SPX.COM $514, Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims page 1

6 Case Document 1-1 Filed in TXSB on 04/14/16 Page 2 of 2 JUNIPER GTL LLC Debtor Case number (if known) Name Name of creditor and complete mailing address, including zip code Name, telephone number, and address of creditor contact Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed Amount of unsecured claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured Deduction for value of collateral or setoff Unsecured claim 9 CLAY & DOMINGUE, LLC 4755 EAST NAPOLEAN SULPHUR, LA CASEY JONES (337) CJONES@CLAYANDDOMINGU E.COM $471,670 unknown $471, AMERICAN TANK AND VESSEL, INC 1005 GOVERNMENT ST. MOBILE, AL JUSTIN CUTTS (251) JBCUTTS@ATVMOB.COM $458,366 unknown $458, YOKOGAWA CORP. OF AMERICA WEST AIRPORT BLVD. SUGAR LAND, TX MIKE TAYLOR (281) MIKE.TAYLOR@US.YOKOGAW A.COM $368, WHOLESALE ELEC. SUPPLY CO GULF FREEWAY HOUSTON, TX GWEN BOUZIGARD (713) EXT 272 GBOUZIGARD@WHOLESALEE LECTRIC.COM $341,036 unknown $341, LAYNE CHRISTENSEN CO. 202 WEST LOUISIANA AVENUE RAYNE, LA DAVID MECHE (337) DAVID.MECHE@LAYNE.COM $328, SMITH TANK & EQUIPMENT CO. P.O. BOX 2014 TYLER, TX JAMES W. BLAIR, JR. (903) JB1@SMITHTANK.COM $312,508 unknown $312, SMITHCO ENGINEERING INC. P.O. BOX 2014 TYLER, TX SCOTT EDWARDS (918) SEDWARDS@SMITHCO-ENG.C OM $269, REVAK ENGINEERING 20 BAY HARBOR DRIVE LA PORTE, TX LYNN REVAK (281) LAREVAK@COMCAST.NET $239, LINDE ENGINEERING N. AM W SAM HOUSTON PKWY SOUTH SUITE 425 HOUSTON, TX ALFREDO GIBBS (281) ALFREDO.GIBBS@LINDE-LE.C OM $196, APACHE INDUSTRIAL SERVICES 315 ELLENDER ST. SULPHUR, LA DAVID B PATRICK (337) DDORRIS@APACHEIP.COM DPATRICK@APACHEIP.COM $192,581 unknown $192, Shroff & Associates (Engineers) Pvt. Ltd. B-401, CENTAUR HOUSE, SHANTINAGAR, VAKOLA PIPELINE ROAD, SANTACRUZ (E) Pankaj Shroff Pankaj.Shroff@shroffindia.com $169, Pyramid Instrumentation & Electrical Corporation 1400 Woodloch Forest Drive, Ste. 410 The Woodlands, TX Randal Wichuk (346) RWichuk@ptwenergy.com $153, Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims page 2

7 Case Document 1-2 Filed in TXSB on 04/14/16 Page 1 of 1 United States Bankruptcy Court Southern District of Texas In re Juniper GTL LLC Case No. Debtor(s) Chapter 11 CORPORATE OWNERSHIP STATEMENT (RULE ) Pursuant to Federal Rule of Bankruptcy Procedure and to enable the Judges to evaluate possible disqualification or recusal, the undersigned counsel for Juniper GTL LLC in the above captioned action, certifies that the following is a (are) corporation(s), other than the debtor or a governmental unit, that directly or indirectly own(s) 10% or more of any class of the corporation's(s') equity interests, or states that there are no entities to report under FRBP : New Source Fuels 3 Riverway Suite 1050 Houston, TX None [Check if applicable] April 13, 2016 Date /s/ Mark W. Wege Mark W. Wege TX Signature of Attorney or Litigant Counsel for Juniper GTL LLC King & Spalding LLP 1100 Louisiana Suite 4000 Houston, TX (713) Fax:(713) Software Copyright (c) Best Case, LLC - Best Case Bankruptcy

8 Case Document 1-3 Filed in TXSB on 04/14/16 Page 1 of 5 JUNIPER GTL LLC a Delaware limited liability company WRITTEN CONSENT OF THE BOARD OF MANAGERS The undersigned, being the sole member of the Board of Managers (the Board ) of Juniper GTL LLC, a Delaware limited liability company (the Company ), by the execution of this written consent (this Consent ), hereby approves, consents to and adopts the following resolutions and actions therein authorized as the act of the Board by written consent, effective as of April 13, 2016 (the Effective Date ), such approval, consent, and adoption to have the same force and effect as if a meeting of the Board had been duly called and held: WHEREAS, the Board has reviewed information regarding (i) the Company s assets, liabilities, and liquidity, (ii) the strategic alternatives available to the Company, and (iii) the potential impacts of the foregoing on the Company s business and ability to complete its facility in Westlake, LA; and WHEREAS, the Board has reviewed and evaluated the financing and restructuring alternatives available to the Company, including, (i) an equity or debt (including debtor in possession) financing; (ii) a reorganization; (iii) a sale of certain assets of the Company; (iv) seeking relief under chapter 7 or chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) and the filing of a voluntary petition pursuant to one of those chapters; and (v) any other strategic alternatives available to the Company (collectively, the Options ); WHEREAS, the Board has the power and authority to approve any of the Options or any other strategic alternative available to the Company; WHEREAS, the Board has reviewed and approved the Company entering into that certain Stalking Horse and DIP Financing Support Agreement (together with all exhibits thereto, the Support Agreement ), dated as of March 13, 2016 by and among (a) Juniper, (b) Westlake GTL LLC ( Westlake ) and (c) Richard Design Services, Inc. and Richard Construction Inc. ( RCI ). WHEREAS, the Support Agreement contemplates Juniper filing a voluntary chapter 11 petition under chapter 11 of the Bankruptcy Code and provides for (a) a sale of substantially all of Juniper s assets pursuant to Bankruptcy Code section 363 to Westlake and RCI, subject to higher or better offers and (b) post-petition debtor-in-possession financing in an aggregate principal amount of not more than $3.0 million (the DIP Facility ). WHEREAS, the Board has determined that a sale of substantially all of the Company s assets as set forth in the Support Agreement, including the DIP Facility and the Company s filing of a voluntary chapter 11 petition is in the best interests of the Company, its creditors, and other interested parties.

9 Case Document 1-3 Filed in TXSB on 04/14/16 Page 2 of 5 NOW, THEREFORE, BE IT: RESOLVED, that the President, Chief Restructuring Officer and Secretary of the Company (the CRO ) hereby is authorized and empowered on behalf of, and in the name of, the Company to execute, verify, and certify a petition under chapter 11 of the Bankruptcy Code and all other petitions, motions, pleadings, applications, exhibits, schedules, lists, papers, instruments, or documents contemplated under the Support Agreement. The CRO is further authorized to take any and all actions the CRO deems necessary or proper to obtain such relief under the provisions of the Bankruptcy Code, and to cause the same to be filed in the United States Bankruptcy Court for the Southern District of Texas, at such time as the CRO shall determine, consistent with the Company s obligations under the Support Agreement; and RESOLVED, that any lawful act heretofore taken by the Company to file a petition under chapter 11 of the Bankruptcy Code is, in all respects approved, adopted, ratified and confirmed as an act of Company. IN WITNESS WHEREOF, the undersigned, being the sole member of the Board of the Company, hereby executes this Consent as of the Effective Date. BOARD: DAVID RUSH

10 Case Document 1-3 Filed in TXSB on 04/14/16 Page 3 of 5 NEW SOURCE FUELS, LLC a Delaware limited liability company WRITTEN CONSENT OF THE BOARD OF MANAGERS The undersigned, being all of the members of the Board of Managers (the Board ) of New Source Fuels, LLC, a Delaware limited liability company (the Company ), by the execution of this written consent (this Consent ), hereby approve, consent to and adopt the following resolutions and actions therein authorized as the act of the Board by written consent, effective as of April 11, 2016 (the Effective Date ), such approval, consent, and adoption to have the same force and effect as if a meeting of the Board had been duly called and held: WHEREAS, the Company is the sole member of Juniper GTL LLC, a Delaware limited liability company ( Juniper ); WHEREAS, David Rush is the President, Chief Restructuring Officer and Secretary of Juniper (the CRO ); WHEREAS, the Board has reviewed information provided by the CRO regarding (i) Juniper s assets, liabilities, and liquidity, (ii) the strategic alternatives available to Juniper, and (iii) the potential impacts of the foregoing on Juniper s business and ability to complete its facility in Westlake, LA; and WHEREAS, the Board has reviewed and evaluated the financing and restructuring alternatives available to Juniper, including, (i) an equity or debt (including debtor in possession) financing; (ii) a reorganization; (iii) a sale of certain assets of Juniper; (iv) seeking relief under chapter 7 or chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) and the filing of a voluntary petition pursuant to one of those chapters; and (v) any other strategic alternatives available to the Company (collectively, the Options ); WHEREAS, the Board has the power and authority to approve any of the Options or any other strategic alternative available to Juniper; WHEREAS, the Board has reviewed and approved Juniper entering into that certain Stalking Horse and DIP Financing Support Agreement (together with all exhibits thereto, the Support Agreement ), dated as of March 13, 2016 by and among (a) Juniper, (b) Westlake GTL LLC ( Westlake ) and (c) Richard Design Services, Inc. and Richard Construction Inc. ( RCI ). WHEREAS, the Support Agreement contemplates Juniper filing a voluntary chapter 11 petition under chapter 11 of the Bankruptcy Code and provides for (a) a sale of substantially all of Juniper s assets pursuant to Bankruptcy Code section 363 to Westlake and RCI, subject to higher or better offers and (b) post-petition debtor-in-possession financing in an aggregate principal amount of not more than $3.0 million (the DIP Facility ).

11 Case Document 1-3 Filed in TXSB on 04/14/16 Page 4 of 5 WHEREAS, the Board has determined that a sale of Juniper s assets as set forth in the Support Agreement, including the DIP Facility and Juniper s filing of a voluntary chapter 11 petition is in the best interests of Juniper, its creditors, and other interested parties. NOW, THEREFORE, BE IT: RESOLVED, that the CRO hereby is authorized and empowered on behalf of, and in the name of, Juniper to execute, verify, and certify a petition under chapter 11 of the Bankruptcy Code and all other petitions, motions, pleadings, applications, exhibits, schedules, lists, papers, instruments, or documents, including any documents contemplated under the Support Agreement. The CRO is further authorized to take any and all actions the CRO deems necessary or proper to obtain such relief under the provisions of the Bankruptcy Code, and to cause the same to be filed in the United States Bankruptcy Court for the Southern District of Texas, at such time as the CRO shall determine, consistent with Juniper s obligations under the Support Agreement; and RESOLVED, that any lawful act heretofore taken by Juniper to file a petition under chapter 11 of the Bankruptcy Code is, in all respects approved, adopted, ratified and confirmed as an act of Juniper authorized by the Company. [Signature Page Follows]

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