Case hdh11 Doc 665 Filed 07/31/18 Entered 07/31/18 14:02:59 Page 1 of 5

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1 Case hdh11 Doc 665 Filed 07/31/18 Entered 07/31/18 14:02:59 Page 1 of 5 Jay J. Madrid, SBT # Thomas C. Cronin, Pro Hac Vice Dorsey & Whitney LLP Cronin & Co., LTD 300 Crescent Court, Suite N. LaSalle St., 20 th Floor Dallas, Texas Chicago, Illinois madrid.jay@dorsey.com tcc@cronincoltd.com Tel: , Fax: Tel: , Fax: Bradley K. Staubus, Pro Hac Vice Rebecca L. Petereit, SBT # Esposito & Staubus, LLP Vinson & Elkins LLP 7055 Veterans Boulevard, Unit B 2001 Ross Avenue, Suite 3700 Burr Ridge, Illinois Dallas, Texas bks@eslaw500.com rpetereit@velaw.com Tel: ; Fax: Tel: Fax: COUNSEL FOR DEFENDANTS: MONROE CAPITAL MANAGEMENT ADVISORS LLC; MONROE CAPITAL PARTNERS FUND LP; MONROE CAPITAL CORPORATION; MONROE CAPITAL PARTNERS FUND LLC; TPP HOLDINGS, LLC; AND TPP OPERATING, INC. IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re: TPP ACQUISITION, INC., d/b/a The Picture People, Debtor. Chapter 11 Case No HDH-11 MONROE CAPITAL MANAGEMENT ADVISORS, LLC S OBJECTION CONCERNING LIQUIDATION TRUST S FINAL WIND-DOWN RESERVE ACCOUNTING Monroe Capital Management Advisors, LLC, Monroe Capital Partners Fund LP, Monroe Capital Corporation, Monroe Capital Partners Fund, LLC, and TPP Operating, Inc. (collectively, the Monroe Claimants ) hereby submit this Objection concerning that certain Notice of Filing of Final Wind-Down Reserve Accounting [Dkt. No. 662] (the Final Wind Down Accounting ), filed July 10, 2018, by the Liquidation Trustee for the Liquidation Trust for TPP Acquisition, Inc. (the Liquidation Trustee ). 1

2 Case hdh11 Doc 665 Filed 07/31/18 Entered 07/31/18 14:02:59 Page 2 of 5 1. The Monroe Claimants object to the Final Wind Down Reserve Accounting on the basis that there is a discrepancy of approximately $65,000 that must be included in the Wind Down Reserve and, therefore, returned to the Monroe Claimants. 2. On April 19, 2016, Robert D. Albergotti, sent a letter to counsel for the Liquidation Trustee providing, in part, an accounting of the Wind Down Reserve. (Exhibit 1). The accounting attached as Exhibit A to the April 19, 2017 letter indicates an ending cash balance as of April 13, 2017 of $576,747. This includes $65,000 that was collected from the return of utility deposits. These funds would ultimately fund the Wind Down Reserve that is the subject of the Final Wind Down Accounting. 3. On June 26, 2017, Stuart Noyes, the Chief Restructuring Officer of TPP Acquisition, Inc. sent a letter to Fifth Third Bank requesting that the remaining balance of the TPP Acquisition, Inc., Operating Account be wired to the Liquidating Trustee at JP Morgan Chase into the account ending in (Exhibit 2). The Monroe Claimants are not aware of the actual date and amount that was wired to the Liquidating Trustee. These funds were used to fund the Wind Down Reserve. 4. On October 20, 2017, the Liquidating Trustee filed his quarterly report for the third quarter ending September 30, [Dkt. No. 631]. The quarterly report indicates total cash receipts and ending cash balance of $564, However, the quarterly report does not attach bank statements for the accounting ending in 2887, the account which the Wind Down Reserve funds were wired, including the date and exact amount of the wire transfer. 2

3 Case hdh11 Doc 665 Filed 07/31/18 Entered 07/31/18 14:02:59 Page 3 of 5 5. The actual amount of the wire transfer from the TPP Acquisition, Inc. Operating Account into the account ending in 2887 should be the starting balance for the Wind Down Reserve. 6. On September 29, 2017, the Liquidating Trustee filed a Notice of Filing of Wind-Down Reserve Accounting. [Dkt. No. 627]. Exhibit A to Docket No. 627 provides a starting balance for the Wind Down Reserve of $500,039. However, this amount is not consistent with either the ending cash balance of $576,747 provided by Mr. Albergotti or the quarterly report filed by the Liquidating Trustee as Docket No The discrepancy appears to be the return of the utility deposits. If the Wind Down Reserve was used to fund certain utility deposits for the Debtor and those utility deposits were since refunded to the Liquidating Trustee, those funds must be returned to the Monroe Claimants as part of the Wind Down Reserve. 8. The Final DIP Order [Dkt. No. 230] and the Confirmation Plan [Dkt. No. 548] provide that the Wind Down Reserve may only be used to pay allowed claims consistent with the DIP Budget. Also, pursuant to the TPP Sale Order and the Confirmation Plan, the Liquidating Trustee is required to return all amounts of the Wind Down Cash not used according to the DIP Budget. Article IV.A of the Plan provides upon payment in full of all unpaid Allowed Claims identified in the DIP Budget up to the amounts identified in the DIP Budget, the Debtor or Liquidation Trustee, as applicable, shall promptly transfer any remaining cash held in the Wind-Down Reserve, if any, to the [Monroe Claimants] [Dkt. No. 548; p. 31 of 120] 9. Therefore, the Monroe Claimants would request that the Liquidating Trustee provide an account of the Wind Down Reserve funds which includes the initial wire transfer 3

4 Case hdh11 Doc 665 Filed 07/31/18 Entered 07/31/18 14:02:59 Page 4 of 5 into account ending in 2887 as well as an accounting of any utility deposits that may have been refunded to the Debtor or Liquidating Trustee. MONROE CAPITAL MANAGEMENT ADVISORS LLC; MONROE CAPITAL PARTNERS FUND LP; MONROE CAPITAL CORPORATION; AND TPP OPERATING, INC. By its Attorneys, DORSEY & WHITNEY LLP By: /s/ Jay J. Madrid 300 Crescent Court, Suite 400 Dallas, Texas madrid.jay@dorsey.com Tel: , Fax: Thomas C. Cronin, Pro Hac Vice Cronin & Co., LTD 120 N. LaSalle Street, 20 th Floor Chicago, Illinois tcc@cronincoltd.com Tel: , Fax: Bradley K. Staubus, Pro Hac Vice Esposito & Staubus, LLP 7055 Veterans Boulevard, Unit B Burr Ridge, Illinois bks@eslaw500.com Tel: ; Fax: Rebecca L. Petereit, SBT # Vinson & Elkins LLP 2001 Ross Avenue, Suite 3700 Dallas, Texas Tel: Fax: rpetereit@velaw.com 4

5 Case hdh11 Doc 665 Filed 07/31/18 Entered 07/31/18 14:02:59 Page 5 of 5 CERTIFICATE OF SERVICE The undersigned hereby certifies that on this 31st day of July, 2018, true and correct copies of this document were electronically mailed to counsel and electronically served by the Court s ECF system on parties entitled to notice thereof. /s/ Bradley K. Staubus 5

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Case hdh11 Doc 10 Filed 09/02/16 Entered 09/02/16 07:53:12 Page 1 of 13

Case hdh11 Doc 10 Filed 09/02/16 Entered 09/02/16 07:53:12 Page 1 of 13 Case 16-33437-hdh11 Doc 10 Filed 09/02/16 Entered 09/02/16 07:53:12 Page 1 of 13 Robert D. Albergotti State Bar No. 009790800 Ian T. Peck State Bar No. 24013306 Jarom J. Yates State Bar No. 24071134 HAYNES