Case 18-10836 Doc 1 Filed 04/05/18 Page 1 of 29 Fill in this information to identify the case: United States Bankruptcy Court for the: District of Delaware (State) Case number (if known): Chapter 11 Check if this is an amended filing Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 04/16 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 the case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 1. Debtor s Name VER Technologies LLC 2. All other names debtor used in the last 8 years VER Equipment Rentals LLC Flash Subsidiary Holdings, LLC Include any assumed names, trade names, and doing business as names 3. Debtor s federal Employer Identification Number (EIN) 47-2467501 4. Debtor s address Principal place of business 757 W. California Ave. Mailing address, if different from principal place of business Number Street Number Street Bldg. 4. Glendale CA 91203 City State Zip Code P.O. Box City State Zip Code Location of principal assets, if different from principal place of business Los Angeles County Number Street City State Zip Code 5. Debtor s website (URL) https://www.ver.com/ 6. Type of debtor Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) Partnership (excluding LLP) Other. Specify: Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1
Case 18-10836 Doc 1 Filed 04/05/18 Page 2 of 29 Debtor VER Technologies LLC Case number (if known) Name 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(53A)) 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. 80b-2(a)(11)) C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See http://www.uscourts.gov/four-digit-national-association-naics-codes. 5324 Commercial and Industrial Machinery and Equipment Rental and Leasing 8. Under which chapter of the Bankruptcy Code is the debtor filing? Check One: Chapter 7 Chapter 9 Chapter 11. Check all that apply: Chapter 12 Debtor s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,566,050 (amount subject to adjustment on 4/01/19 and every 3 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 operations, 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 1934. 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. 9. Were prior bankruptcy cases filed by or against the debtor within the last 8 years? If more than 2 cases, attach a separate list. No Yes. District When District When MM/DD/YYYY MM/DD/YYYY Case number Case number 10. Are any bankruptcy cases pending or being filed by a business partner or an affiliate of the debtor? List all cases. If more than 1, No Yes. Debtor See Rider 1 District District of Delaware Relationship Affiliate When 04/05/2018 04/04/2018 Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2
Case 18-10836 Doc 1 Filed 04/05/18 Page 3 of 29 Debtor VER Technologies LLC Case number (if known) Name attach a separate list. Case number, if known MM / DD / YYYY 11. 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? Number Street City State Zip Code Is the property insured? No Yes. Insurance agency Contact name Phone Statistical and administrative information 13. Debtor's estimation of available funds 14. Estimated number of creditors Check one: Funds will be available for distribution to unsecured creditors. After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors. 1-49 1,000-5,000 25,001-50,000 50-99 5,001-10,000 50,001-100,000 100-199 10,001-25,000 More than 100,000 200-999 15. Estimated assets $0-$50,000 $1,000,001-$10 million $500,000,001-$1 billion $50,001-$100,000 $10,000,001-$50 million $1,000,000,001-$10 billion $100,001-$500,000 $50,000,001-$100 million $10,000,000,001-$50 billion $500,001-$1 million $100,000,001-$500 million More than $50 billion Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3
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Case 18-10836 Doc 1 Filed 04/05/18 Page 5 of 29 Fill in this information to identify the case: United States Bankruptcy Court for the: District of Delaware (State) Case number (if known): Chapter 11 Check if this is an amended filing Rider 1 Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor On the date hereof, each of the entities listed below (collectively, the Debtors ) filed a petition in the United States Bankruptcy Court for the District of Delaware for relief under chapter 11 of title 11 of the United States Code. The Debtors have moved for joint administration of these cases under the case number assigned to the chapter 11 case of VER Technologies HoldCo LLC. VER Technologies HoldCo LLC CPV Europe Investments LLC FAAST Leasing California, LLC Full Throttle Films, LLC Maxwell Bay Holdings LLC Revolution Display, LLC VER Finco, LLC VER Technologies LLC VER Technologies MidCo LLC
Case 18-10836 Doc 1 Filed 04/05/18 Page 6 of 29 Fill in this information to identify the case: Debtor name VER Technologies HoldCo LLC, et al. United States Bankruptcy Court for the: District of Delaware 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 30 Largest Unsecured Claims and Are Not Insiders 12/15 A list of creditors holding the 30 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 30 largest unsecured claims. Name of creditor and complete mailing address, including zip code 1 2 3 4 5 6 ROE VISUAL CO LTD 3/F BLDG 7ZHONG YUNTAI COMPUS SHIYAN TOWN SHENZHEN CHINA AMERICAN EXPRESS CORPORATE CARDS ATTN LEGAL DEPARTMENT 200 VESEY STREET NEW YORK, NY 10080 HSBC CORPORATE CARD ATTN TEMESGEN HAILE 95 WASHINGTON ST, ATRIUM 5-SE BUFFALO, NY 14203 BARCO INC. 3059 PREMIERE PARKWAY SUITE 500 DULUTH GA 30097 LUXMAX NETWORKS CO., LTD. 1102 MEGA CENTER SK TECHNOPARK 190-1 SEONGNAM CITY 462-705 KOREA, REPUBLIC OF VAULT CO. GP FUND SOLUTIONS 12 CORNELL RD 1ST FLOOR LATHAM NY 12110 Name, telephone number, and email address of creditor contact T: 86-755 839-24892 F: 86-755-83924891 roe@roevisual.com T: 909-599-5207 F: 909-305-4808 randall.a.tymchak@aexp.c om T: 716-841-2454 F: 212-642-1869 temesgen.haile@us.hsbc. com T: (916) 471-6906 F: (916) 859-2515 T: (818) 519-3162 F: 82-31-776-2830 T: (518) 410-2696 F: 917-210-3647 jen@gpfundsolutions.com 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 Trade Payable $0 $0 $6,955,104 Credit Card Balance Credit Card Balance $0 $0 $3,854,675 $0 $0 $3,589,486 Trade Payable $0 $0 $3,107,293 Trade Payable $0 $0 $1,154,880 Trade Payable $0 $0 $939,987 Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims page 1
Case 18-10836 Doc 1 Filed 04/05/18 Page 7 of 29 Debtor VER Technologies HoldCo LLC, Case number (if known) Name of creditor and complete mailing address, including zip code 7 8 9 10 11 12 13 14 15 16 17 CHRISTIE DIGITAL SYSTEMS USA, INC. 10550 CAMDEN DRIVE CYPRESS CA 90630 VENABLE LLP 750 EAST PRATT STREET SUITE 900 BALTIMORE MD 21202 HANKIN, STEVEN M. 2731 OUTPOST DRIVE LOS ANGELES, CA 90068 TESH, SUSAN 5851 OAK KNOLLS ROAD SANTA SUSANA, CA 93063 CRANE SOLUTIONS, LLC CRANE SOLUTIONS, LLC 1500 RANKIN ROAD, SUITE 400 HOUSTON TX 77073 PRICEWATERHOUSE COOPERS LLP 601 S FIGUEROA ST, SUITE 900 LOS ANGELES, CA 90017 GREEN HIPPO MEDIA TECHNOLOGY INC. 425 E COLORADO ST SUITE 610 GLENDALE CA 91205 APIX, INC. 5F, NO 1, JINSHAN 7TH STREET EAST DIS. HSINCHU 30080 TAIWAN COLUMBUS MCKINNON CORPORATION 205 CROSSPOINT PARKWAY GETZVILLE NY 14068 SONY ELECTRONICS, INC. SONY ELECTRONICS, INC. - EQ 16530 VIA ESPRILLO SAN DIEGO CA 92127 FORWARD AIR, INC. 1915 SNAPPS FERRY RD, BUILDING N GREENEVILLE TN 37745 Name, telephone number, and email address of creditor contact T: (714) 236-8610 F: (714) 229-3185 jacqueline.dasilva@christi edigital.com T: (410) 528-2805 F: 410-244-7742 T: 203-422-7700 F: 203-422-7784 T: F: T: (281) 233-9490 F: 888-814-8916 info@cranesolutionsllc.co m T: 213-356-6000 F: 813-637-4444 T: (818) 239-4778 F: (818) 452-4374 kitty@green-hippo.com; us.sales@greenhippo.com T: 886-3-571-9828 F: 886-3-5773766 apix.sales@apix.com.tw T: (800) 888-0985 F: (330) 424-3126 roger.kurdys@cmworks.co m T: (858) 942-1308 F: 858-942-8186 T: (423) 636-7071 F: 423-783-9019 sgass@forwardair.com 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 Trade Payable $0 $0 $893,438 Trade Payable $0 $0 $690,935 Severance $0 $0 $475,000 Severance $0 $0 $425,000 Trade Payable $0 $0 $356,944 Trade Payable $0 $0 $319,602 Trade Payable $0 $0 $318,655 Trade Payable $0 $0 $316,906 Trade Payable $0 $0 $311,709 Trade Payable $0 $0 $298,560 Trade Payable $0 $0 $239,689 Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims page 2
Case 18-10836 Doc 1 Filed 04/05/18 Page 8 of 29 Debtor VER Technologies HoldCo LLC, Case number (if known) Name of creditor and complete mailing address, including zip code 18 19 20 21 22 23 24 25 26 27 28 29 HARTZ MOUNTAIN INDUSTRIES INC. 50 MEADOWLAND PARKWAY LLC 400 PLAZA DRIVE, PO BOX 1515 SECAUCUS NJ 07096-1515 TMB 527 PARK AVE SAN FERNANDO CA 91340 ULINE ATTN: ACCOUNTS RECEIVABLE 12575 ULINE DRIVE PLEASANT PRAIRIE, WI 53158 GROUP ONE LIMITED 70 SEA LANE FARMINGDALE NY 11735 OMNI LOGISTICS, INC. 15912 INTERNATIONAL PLAZA DR HOUSTON TX 77032-2439 SHI CORP 290 DAVIDSON AVE SOMERSET NJ 08873 TQL TOTAL QUALITY LOGISTICS 4289 IVY POINTE BLVD CINCINNATI OH 45245 BELTMANN INTEGRATED LOGISTICS 1225 GREENBRIAR DRIVE, STE M ADDISON IL 60101 SCHINDLER ELEVATOR CORPORATION 20 WHIPPANY ROAD MORRISTOWN NJ 07960 EVERTZ MICROSYSTEMS LTD. 5292 JOHN LUCAS DR BURLINGTON ON L7L 5Z9 CANADA AV STUMPFL AV STUMPFL USA CORP 960 INDUSTRIAL DRIVE UNIT # 3 ELMHURST IL 60126-1010 LECTROSONICS, INC. 561 LASER ROAD NE SUITE 102 RIO RANCHO NM 87124 Name, telephone number, and email address of creditor contact T: (201) 666-5717 F: 201-348-4358 jodi.spaloss@hartzmounta in.com T: (818) 899-8818 F: (818) 899-8813 zv@tmb.com T: (888) 884-6910 F: 800-520-3786 crcpayments@uline.com T: (631) 396-0184 F: (631) 396-0190 T: (817) 410-9225 F: (817) 410-9226 lrhoda@omnilogistics.com T: (732) 564-8030 F: (732) 805-9669 T: (513) 831-2600 F: 513-248-5347 jestep@tql.com T: (630) 576-5123 F: 866-719-3116 jillian.chrischilles@beltma nn.com T: (973) 397-6177 F: (973) 397-6390 uswebmaster@us.schindl er.com T: (905) 335-3700 x 427 F: (905) 335-0909 hbugai@evertz.com T: (800) 553-0961 F: (630) 359-0997 lorraine@avstumpflusa.co m T: (800) 821-1121 F: (505) 892-6243 ar@lectrosonics.com 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 Trade Payable $0 $0 $219,542 Trade Payable $0 $0 $218,977 Trade Payable $0 $0 $183,568 Trade Payable $0 $0 $181,267 Trade Payable $0 $0 $173,082 Trade Payable $0 $0 $165,055 Trade Payable $0 $0 $161,780 Trade Payable $0 $0 $160,400 Trade Payable $0 $0 $151,865 Trade Payable $0 $0 $146,322 Trade Payable $0 $0 $144,812 Trade Payable $0 $0 $139,970 Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims page 3
Case 18-10836 Doc 1 Filed 04/05/18 Page 9 of 29 Debtor VER Technologies HoldCo LLC, Case number (if known) Name of creditor and complete mailing address, including zip code 30 GALAXIA ELECTRONICS CO., LTD. C/O LEE & KO HANJIN BUILDING 63 NAMDAEMUN-RO, JUNG- GU SEOUL 04532 KOREA Name, telephone number, and email address of creditor contact T: +82-2-772-4000 F: +82-2-772-4001/2 mail@leeko.com 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 Litigation CUD $0 $0 Undetermined Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims page 4
Case 18-10836 Doc 1 Filed 04/05/18 Page 10 of 29 IN THE BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) VER TECHNOLOGIES LLC, ) Case No. 18- ( ) ) Debtor. ) ) LIST OF EQUITY SECURITY HOLDERS 1 Debtor Equity Holders Address of Equity Holder Percentage of Equity Held VER Technologies LLC VER Technologies 757 W. California Ave., Bldg. 4, MidCo LLC Glendale, CA 91203 100% 1 This list serves as the disclosure required to be made by the debtor pursuant to rule 1007 of the Federal Rules of Bankruptcy Procedure. All equity positions listed are as of the date of commencement of the chapter 11 case.
Case 18-10836 Doc 1 Filed 04/05/18 Page 11 of 29 IN THE BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) VER TECHNOLOGIES LLC, ) Case No. 18- ( ) ) Debtor. ) ) CORPORATE OWNERSHIP STATEMENT Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the following are corporations, other than a government unit, that directly or indirectly own 10% or more of any class of the debtor s equity interest: Shareholder Approximate Percentage of Shares Held VER Technologies MidCo LLC 100%
Case 18-10836 Doc 1 Filed 04/05/18 Page 12 of 29 IN THE BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) VER TECHNOLOGIES LLC ) Case No. 18- ( ) ) Debtor. ) ) CERTIFICATION OF CREDITOR MATRIX Pursuant to Rule 1007-2 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware, the above-captioned debtor and its affiliated debtors in possession (collectively, the Debtors ) 2 hereby certify that the Creditor Matrix submitted herewith contains the names and addresses of the Debtors creditors. To the best of the Debtors knowledge, the Creditor Matrix is complete, correct, and consistent with Debtors books and records. The information contained herein is based upon a review of the Debtors books and records as of the petition date. However, no comprehensive legal and/or factual investigations with regard to possible defenses to any claims set forth in the Creditor Matrix have been completed. Therefore, the listing does not, and should not, be deemed to constitute: (1) a waiver of any defense to any listed claims; (2) an acknowledgement of the allowability of any listed claims; and/or (3) a waiver of any other right or legal position of the Debtors. 2 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.
Case 18-10836 Doc 1 Filed 04/05/18 Page 13 of 29 Fill in this information to identify the case and this filing: Debtor Name VER Technologies LLC United States Bankruptcy Court for the: Case number (If known): District of Delaware (State) Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15 An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011. WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. 152, 1341, 1519, and 3571. Declaration and signature I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case. I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct: Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B) Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F) Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G) Schedule H: Codebtors (Official Form 206H) Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum) Amended Schedule Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims and Are Not Insiders (Official Form 204) Other document that requires a declaration List of Equity Security Holders, Corporate Ownership Statement, and Creditor Matrix. I declare under penalty of perjury that the foregoing is true and correct. Executed on 04/05/2018 04/02/2018 MM/ DD/YYYY Signature of individual signing on behalf of debtor Digby Davies Printed name Chief Executive Officer Position or relationship to debtor Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors
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