Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 1 of 16
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) In re: ) Chapter 11 ) CARBONLITE HOLDINGS LLC, et al.,1 ) Case No. 21-10527 (JTD) ) Debtors. ) (Jointly Administered) ) Objection Deadline: April 21, 2021 at 4:00 p.m. (ET) ) Hearing Date: May 13, 2021 at 1:00 p.m. (ET)
DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF JEFFERIES LLC AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO 11 U.S.C. §§ 327(a) AND 328(a), NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING CERTAIN TIME-KEEPING REQUIREMENTS
The above-captioned debtors and debtors in possession (collectively, the “Debtors”) respectfully state as follows in support of this application (this “Application”):2
Relief Requested
1. The Debtors seek entry of an order, substantially in the form attached hereto as
Exhibit A, authorizing the Debtors to retain and employ Jefferies LLC (“Jefferies”) as their investment banker, nunc pro tunc to the Petition Date, pursuant to the terms and subject to the conditions of that certain engagement letter between Jefferies and the Debtors dated January 12,
2021, a copy of which is annexed as Exhibit 1 to Exhibit A attached hereto
1 The Debtors in these chapter 11 cases (these “Cases”), along with the last four digits of each Debtor’s federal tax identification number, are: CarbonLite Holdings LLC (8957); CarbonLite Industries LLC (3596); CarbonLite P Holdings LLC (8957); CarbonLite P LLC (5453); CarbonLite PI Holdings LLC (8957); CarbonLite Pinnpack LLC (8957); CarbonLite Recycling Holdings LLC (8957); CarbonLite Sub-Holdings, LLC (8957); Pinnpack P, LLC (8322); CarbonLite Recycling LLC (3727); and Pinnpack Packaging LLC (9948). The address of the Debtors’ corporate headquarters is 10250 Constellation Blvd., Los Angeles, CA 90067. 2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ Cases, are set forth in greater detail in the Declaration of Brian Weiss in Support of Debtors’ Chapter 11 Petitions and First Day Relief [Docket No. 13] (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), on March 8, 2021 (the “Petition Date”).
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 2 of 16
(the “Engagement Letter”);3 and (b) waiving and modifying certain of the time-keeping
requirements of Bankruptcy Rule 2016(a), any guidelines (the “Trustee Guidelines”) of the
United States Trustee and any other guidelines regarding submission and approval of fee
applications. The Engagement Letter describes: (a) the various services that the Debtors seek
Jefferies to perform on their behalf during these Cases; and (b) the terms and conditions of
Jefferies’ proposed engagement by the Debtors. In support of this Application, the Debtors
respectfully submit the declaration of Richard Morgner, Managing Director and Co-Head of
Restructuring at Jefferies (the “Morgner Declaration”), attached hereto as Exhibit B, and
respectfully state the following in support of this Application:
Jurisdiction and Venue
2. The United States Bankruptcy Court for the District of Delaware (the “Court”)
has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended
Standing Order of Reference from the United States District Court for the District of Delaware,
dated February 29, 2012. The Debtors confirm their consent, pursuant to rule 7008 of the
Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and rule 9013-1(f) of the Local
Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the
District of Delaware (the “Local Rules”), to the entry of a final order by the Court in connection
with this Application to the extent that it is later determined that the Court, absent consent of the
parties, cannot enter final orders or judgments in connection herewith consistent with Article III
of the United States Constitution.
3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3 Capitalized terms not defined here shall have the meanings set forth in the Engagement Letter. 2
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 3 of 16
4. The statutory bases for the relief requested herein are sections 327(a), 328(a) of
the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2002-1, 2014-1,
2016-2(h) and 9013-1.
Background
5. The Debtors are on the forefront of processing post-consumer recycled
polyethylene terephthalate (“rPET”) plastic products and producing high-quality rPET and
polyethylene terephthalate (“PET”) beverage and food packaging products. As of the Petition
Date, the Debtors operate three facilities at which they process PET bottles and flake into rPET
pellets, which are later incorporated into other products and packaging. The Debtors also operate
PinnPack, which processes the rPET and PET into high-quality thermoformed tubs, bowls,
domes, and clamshell packaging for food applications.
6. On the Petition Date, each of the Debtors filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code. The Debtors are operating their business and managing their
properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code. No request for the appointment of a trustee or examiner has been made in these Cases.
7. On March 23, 2021, the Office of the United States Trustee appointed the
following members to the Official Committee of Unsecured Creditors (the “Committee”)
pursuant to section 1102(a)(1) of the Bankruptcy Code: (i) Niagara Bottling, LLC; (ii) Everrank
Investment Group, Inc.; (iii) Bantam Materials International (iv) Replenysh, Inc.; (v) rPlanet
Earth Los Angeles LLC; (vi) Bayan Plastics LLC; and (vii) Exact Staff, Inc. See Docket No.
118.
3
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 4 of 16
Jefferies’ Qualifications and the Need for Jefferies’ Services
8. The Debtors submit this Application because of their need to retain a qualified investment banker to assist them in the critical tasks associated with guiding the Debtors through these Cases. The Debtors believe that their retention of an investment banker is necessary and appropriate to enable them to evaluate the financial and economic issues raised by the Debtors’ chapter 11 proceedings, successfully consummate a restructuring, and to effectively carry out their duties as debtors in possession.
9. The Debtors selected Jefferies as their investment banker in these Cases based upon Jefferies’ extensive experience in matters involving complex financial restructurings and
Jefferies’ excellent reputation for the services that it has rendered in chapter 11 cases on behalf of debtors and creditor constituencies throughout the United States. Jefferies, moreover, has been engaged by the Debtors since January 12, 2021, and, as a result, is familiar with the Debtors’ corporate and capital structure, management, and business operations. In addition, Jefferies advised the Debtors prior to the Petition Date regarding, among other things, preparation for
these Cases. The Debtors thus believe that Jefferies is both well qualified and uniquely able to
advise the Debtors in these Cases.
10. As set forth in the Morgner Declaration, Jefferies is a full-service investment
banking firm, with approximately 3,900 employees in more than 30 offices around the world.
Jefferies and its senior professionals have extensive expertise providing investment banking
services to financially distressed companies, creditors, committees, equity holders, asset
purchasers, and other constituencies in reorganization proceedings and complex financial
restructurings, both in and out of court. Jefferies and its professionals are providing or have
provided investment banking, financial advisory, and other services in connection with the
4
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 5 of 16
following recent cases, among others: In re Mallinckrodt plc, Case No. 20-12522 (JTD) (Bankr.
D. Del. Jan. 13, 2021); In re Bouchard Transportation Co,. Inc., Case No. 20-34682 (DRJ)
(Bankr. S.D. Tex. Jan. 14, 2021); In re Valaris plc, Case No. 20-34114 (MI) (Bankr. S.D. Tex.
Nov. 04, 2020); In re Dura Automotive Systems, LLC, Case No. 19-12378 (KBO) (Bankr. D.
Del. Dec. 3, 2019); In re Synergy Pharmaceuticals Inc., Case No. 18-14010 (JLG) (Bankr.
S.D.N.Y. Mar. 7, 2019); In re Westmoreland Coal Company, Case No. 18-35672 (DRJ) (Bankr.
S.D. Tex. Dec. 6, 2018); In re Mission Coal Company, LLC, Case No. 18-04177-TOM11
(Bankr. N.D. Ala. Nov. 30, 2018); In re Claire’s Stores, Inc. Case No. 18-10584 (MFW) (Bankr.
D. Del. Aug. 3, 2018); In re Gibson Brands, Inc., Case No. 18-11025 (CSS) (Bankr. D. Del. June
6, 2018); In re iHeartMedia, Case No. 18-31274 (MI) (Bankr. S.D. Tex. May 30, 2018); In re
Armstrong Energy, Inc., Case No. 17-47541-659 (Bankr. E.D. Mo. Jan. 16, 2018); In re Real
Industry, Inc., Case No. 17-12464 (KJC) (Bankr. D. Del. Dec. 19, 2017); In re Goodman
Networks, Inc., Case No. 17-31575 (MI) (Bankr. S.D. Tex. Apr. 20, 2017); In re BCBG Max
Azria Global Holdings, LLC, Case No. 17-10466 (SCC) (Bankr. S.D.N.Y. Mar. 29, 2017); In re
Peabody Energy Corp., Case No. 16-42529 (BSS) (Bankr. E.D. Mo. June 17, 2016); In re Aspect
Software Parent, Inc., No. 16-10597 (MFW) (Bankr. D. Del. Apr. 21, 2016); In re Sundevil
Power Holdings, LLC, No. 16-10369 (KJC) (Bankr. D. Del. Apr. 7, 2016); In re Arch Coal, Inc.,
Case No. 16-40120 (TFE) (Bankr. E.D. Mo. Mar. 21, 2016); In re Alpha Natural Res., Inc., No.
15-33896 (KRH) (Bankr. E.D. Va. Oct. 16, 2015); In re Patriot Coal Corp., No. 15-32450
(KLP) (Bankr. E.D. Va. July 9, 2015).
5
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 6 of 16
Scope of Services
11. Subject to the Court’s approval, the Debtors anticipate that Jefferies will perform the following investment banking services, among others, pursuant to the Engagement Letter, as mutually agreed upon by Jefferies and the Debtors and as appropriate:4
(a) assisting and advising the Debtors in connection with any possible M&A Transaction;
(b) assisting and advising the Debtors in connection with any potential Financing;
(c) assisting and advising the Debtors in implementing a Restructuring;
(d) becoming familiar with, to the extent Jefferies deems appropriate, and analyzing the business, operations, assets, financial condition, and prospects of the Debtors;
(e) advising the Debtors on the current state of the “restructuring market”;
(f) assisting and advising the Debtors in examining and analyzing any potential or proposed Restructuring;
(g) assisting and advising the Company in evaluating and analyzing a Restructuring, including the value of the securities or debt instruments, if any, that may be issued in any such Restructuring; and
(h) rendering such other financial advisory services as may from time to time be agreed upon by the Debtors and Jefferies.
12. The Debtors do not believe that the services to be rendered by Jefferies will be duplicative of the services performed by any other professional, and Jefferies will work together
with the other professionals retained by the Debtors to minimize and avoid duplication of
services.
Professional Compensation
13. The Debtors and Jefferies have conducted negotiations with the DIP Lenders
regarding modifications to terms of the Engagement Letter since its execution. As set forth more
4 To the extent there is any inconsistency between this summary of the services set forth in the Engagement Letter and the terms of the Engagement Letter, the terms of the Engagement Letter shall control. 6
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 7 of 16
fully in the Engagement Letter, Jefferies and the Debtors have agreed on the following terms of compensation and expense reimbursement (the “Fee and Expense Structure”):5
(a) Monthly Fee. A monthly fee (the “Monthly Fee”) equal to $100,000 payable in advance on each monthly anniversary of the execution of the Engagement Letter. Following the payment of four Monthly Fees under the Engagement Letter, 50% of all Monthly Fees actually paid to Jefferies shall be credited, to the extent previously paid, once against the Transaction Fee, if any, payable to Jefferies by the Debtors.
(b) M&A Transaction Fee. Upon the closing of an M&A Transaction, a fee equal to 3.0% of Transaction Value (as defined in the Engagement Letter) of the applicable M&A Transactions(s). For the avoidance of doubt, an M&A Transaction excludes any transaction that includes a credit bid made pursuant to section 363(k) of the Bankruptcy Code (a “Credit Bid Transaction”).
(c) Credit Bid Transaction Fee. Upon the closing of a Credit Bid Transaction, a fee (the “Credit Bid Transaction Fee”) equal to (i) in a credit bid for the assets of the “CA Debtors” Jefferies earns $1.323 million, plus 0.8% of the amount by which the credit bid exceeds $101.8 million, (ii) in a credit bid for the assets of the “PA Debtors” Jefferies earns $933,000, plus 0.8% of the amount by which the credit bid exceeds $71.8 million, and (iii) in a credit bid for the assets of the “TX Debtors” Jefferies earns $594,000, plus 0.8% of the amount by which the credit bid exceeds $45.8 million.
(d) Restructuring Fee. A fee in an amount equal to 1.3% of the aggregate liabilities of the applicable Debtor(s) that are subject to any Restructuring; provided, however, any unsecured or secured liabilities that are the subject of a Credit Bid Transaction (including any deficiency claims) that is consummated prior to or in connection with a liquidating plan shall not be included in the calculation of such Restructuring Fee. The Restructuring Fee will be payable upon consummation of a Restructuring, including, without limitation, upon the effective date of a confirmed plan of reorganization pursuant to chapter 11 of the Bankruptcy Code, whether or not through the use of cramdown procedures.
(e) Debt Fee. Promptly upon the closing of each Financing involving Debt Instruments, a fee equal to 2.25% of the gross cash proceeds received or to be received by the Debtors (including any committed amounts or the amount available under any Debt Instruments, but excluding the amount of any indebtedness that is (i) refinanced or “rolled up” under a new Instrument with any existing lender and/or (ii) directly or indirectly assumed, refinanced,
5 To the extent there is any inconsistency between the summary of the Fee and Expense Structure set forth in this Application and the Fee and Expense Structure as set forth in the Engagement Letter, the terms of the Engagement Letter shall control except for the modifications set forth in the Order. 7
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 8 of 16
retired or extinguished in connection with any M&A Transaction) under such Debt Instruments; provided, however, the Debt Fees, with respect to the debtor in possession financing sought to be approved pursuant to the DIP Motions filed at Docket Nos. 11 and 16, shall be equal to 1.5% of the gross cash proceeds received or to be received by the Debtors (including any committed amounts or the amount available under any Debt Instruments, but excluding the amount of any indebtedness that is (i) refinanced or “rolled up” under a new Instrument with any existing lender and/or (ii) directly or indirectly assumed, refinanced, retired or extinguished in connection with any M&A Transaction) in connection with such debtor in possession financing.
(f) Equity Securities Fee. Promptly upon the closing of each Financing involving Equity Securities, a fee in an amount equal to 4.0% of the aggregate gross proceeds received or to be received by the Debtors from the sale of such Equity Securities; provided, however, no Equity Securities Fee shall be payable on account of any portion of gross proceeds received or to be received by or from the Debtors’ existing equity securities holders.
(g) Expenses. In addition to any fees that may be paid to Jefferies under the Engagement Letter, whether or not any Transaction occurs, the Debtors will reimburse Jefferies, promptly upon receipt of an invoice therefor, for all out- of-pocket expenses (including reasonable and documented fees and expenses of counsel, and the reasonable and documented fees and expenses of any other independent experts retained by Jefferies) incurred by Jefferies and its designated affiliates in connection with its engagement with the Debtors.
For the avoidance of doubt, more than one type of fee and multiple fees of each type may be paid to Jefferies pursuant to the Engagement Letter.6
14. During the pendency of these Cases, Jefferies shall apply to the Court for the
allowance of compensation for professional services rendered and reimbursement of expenses in
accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the
Local Rules and any other applicable procedures and orders of the Court and consistent with the
proposed compensation arrangement set forth in the Engagement Letter.
15. The Debtors believe that the Fee and Expense Structure set forth in the
Engagement Letter is reasonable. The Fee and Expense Structure appropriately reflects the
6 The Engagement Letter also contains a certain Break-Up Fee, however, Jefferies and the Debtors do not believe such Break-Up Fee will arise during these Cases.
8
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 9 of 16
nature of the services to be provided by Jefferies and the fee structures typically utilized by
leading investment banking firms of similar stature to Jefferies for comparable engagements,
both in and out of court. The Fee and Expense structure is consistent with Jefferies’ normal and
customary billing practices for cases of this size and complexity that require the level of scope and services outlined herein. Moreover, the Fee and Expense Structure is reasonable in light of:
(a) industry practice; (b) market rates charged for comparable services both in and out of the chapter 11 context; (c) Jefferies’ substantial experience with respect to investment banking services; and (d) the nature and scope of work to be performed by Jefferies in these Cases. In particular, the Debtors believe that the Fee and Expense Structure creates a proper balance between fixed monthly fees and contingency fees. Similar fixed and contingency fee arrangements have been approved and implemented in other recent large chapter 11 cases. See, e.g., In re Mallinckrodt plc, Case No. 20-12522 (JTD) (Bankr. D. Del. Jan. 13, 2021)
(authorizing Jefferies’ retention as investment banker); In re Bouchard Transportation Co,. Inc.,
Case No. 20-34682 (DRJ) (Bankr. S.D. Tex. Jan. 14, 2021) (same); In re Valaris plc, Case No.
20-34114 (MI) (Bankr. S.D. Tex. Nov. 04, 2020) (same); In re Dura Automotive Systems, LLC,
Case No. 19-12378 (KBO) (Bankr. D. Del. Dec. 3, 2019) (same); In re Westmoreland Coal
Company, Case No. 18-35672 (DRJ) (Bankr. S.D. Tex. Dec. 6, 2018) (same); In re Mission Coal
Company, LLC, Case No. 18-04177-TOM11 (Bankr. N.D. Ala. Nov. 30, 2018) (same); In re
Claire’s Stores, Inc. Case No. 18-10584 (MFW) (Bankr. D. Del. Aug. 3, 2018) (same); In re
Gibson Brands, Inc., Case No. 18-11025 (CSS) (Bankr. D. Del. June 6, 2018) (same); In re iHeartMedia, Case No. 18-31274 (MI) (Bankr. S.D. Tex. May 30, 2018) (same).7
7 Because of the voluminous nature of the orders cited herein, they are not attached to this Application. Copies of these orders, however, are available on request. 9
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 10 of 16
16. Consistent with its ordinary practice and the practice of investment bankers in
other chapter 11 cases whose fee arrangements are not hours-based, Jefferies does not maintain contemporaneous time records or provide or conform to a schedule of hourly rates for its professionals. Given the foregoing and that Jefferies’ compensation is based on fixed fees, the
Debtors request that, notwithstanding anything to the contrary in the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules, any order of this Court, or any other guidelines regarding the submission and approval of fee applications, Jefferies’ professionals be excused from maintaining time records as set forth in Bankruptcy Rule 2016(a) and the Trustee Guidelines in connection with the services to be rendered pursuant to the Engagement Letter. Jefferies will nonetheless maintain reasonably detailed summary time records in one-half hour increments, which records shall indicate the total hours incurred by each professional for each day and provide a brief description of the nature of the work performed. Courts in other large chapter 11 cases have excused flat-fee professionals from time-keeping requirements under similar circumstances. See, e.g., In re Mallinckrodt plc, Case No. 20-12522 (JTD) (Bankr. D. Del. Jan.
13, 2021) (requiring Jefferies only to keep reasonably detailed summary time records in one-half hour increments while indicating the total hours incurred by each professional for each day and briefly describing the nature of the work performed); In re Bouchard Transportation Co,. Inc.,
Case No. 20-34682 (DRJ) (Bankr. S.D. Tex. Jan. 14, 2021) (same); In re Valaris plc, Case No.
20-34114 (MI) (Bankr. S.D. Tex. Nov. 04, 2020) (same); In re Dura Automotive Systems, LLC,
Case No. 19-12378 (KBO) (Bankr. D. Del. Dec. 3, 2019) (same); In re Westmoreland Coal
Company, Case No. 18-35672 (DRJ) (Bankr. S.D. Tex. Dec. 6, 2018) (same); In re Mission Coal
Company, LLC, Case No. 18-04177-TOM11 (Bankr. N.D. Ala. Nov. 30, 2018) (same); In re
Claire’s Stores, Inc. Case No. 18-10584 (MFW) (Bankr. D. Del. Aug. 3, 2018) (same); In re
10
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 11 of 16
Gibson Brands, Inc., Case No. 18-11025 (CSS) (Bankr. D. Del. June 6, 2018) (same); In re
iHeartMedia, Case No. 18-31274 (MI) (Bankr. S.D. Tex. May 30, 2018) (same).8
Indemnification of Jefferies
17. As part of the overall compensation payable to Jefferies under the terms of the
Engagement Letter, the Engagement Letter provides for certain indemnification obligations to
Jefferies and its affiliates, and each of their respective officers, directors, managers, members,
partners, employees and agents, and any other controlling persons, to the fullest extent lawful,
from and against any claims, liabilities, losses, damages, costs and expenses, as incurred, related
to or arising out of or in connection with Jefferies’ services under the Engagement Letter.9
Such terms of indemnification, as modified by the Order, reflect the qualifications and limits on such terms that are customary for investment bankers such as Jefferies in chapter 11 cases. See, e.g., See, e.g., In re Mallinckrodt plc, Case No. 20-12522 (JTD) (Bankr. D. Del. Jan. 13, 2021)
(approving similar indemnification provisions); In re Bouchard Transportation Co,. Inc., Case
No. 20-34682 (DRJ) (Bankr. S.D. Tex. Jan. 14, 2021) (same); In re Valaris plc, Case No. 20-
34114 (MI) (Bankr. S.D. Tex. Nov. 04, 2020) (same); In re Dura Automotive Systems, LLC,
Case No. 19-12378 (KBO) (Bankr. D. Del. Dec. 3, 2019) (same); In re Westmoreland Coal
Company, Case No. 18-35672 (DRJ) (Bankr. S.D. Tex. Dec. 6, 2018) (same); In re Mission Coal
Company, LLC, Case No. 18-04177-TOM11 (Bankr. N.D. Ala. Nov. 30, 2018) (same); In re
Claire’s Stores, Inc. Case No. 18-10584 (MFW) (Bankr. D. Del. Aug. 3, 2018) (same); In re
8 Because of the voluminous nature of the orders cited herein, they are not attached to this Application. Copies of these orders, however, are available on request.
9 To the extent there is any inconsistency between the summary of the indemnification provisions set forth in this Application and the indemnifications set forth in Schedule A to the Engagement Letter, the terms of the Engagement Letter shall control.
11
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 12 of 16
Gibson Brands, Inc., Case No. 18-11025 (CSS) (Bankr. D. Del. June 6, 2018) (same); In re
iHeartMedia, Case No. 18-31274 (MI) (Bankr. S.D. Tex. May 30, 2018) (same).10
Jefferies’ Disinterestedness
18. Jefferies has informed the Debtors that as of the date hereof, except as set forth in the Morgner Declaration: (a) Jefferies has no connection with the Debtors, their creditors, equity security holders or other parties in interest in these Cases; (b) Jefferies does not have or represent any entity having an interest adverse to the interests of the Debtors’ estates or of any class of creditors or equity security holders; and (c) Jefferies (i) is not a creditor, equity security holder or an insider of the Debtors and (ii) is not or was not, within two years before the Petition Date, a director, officer, or employee of any of the Debtors. In addition, none of the Jefferies professionals expected to assist the Debtors in these Cases are related or connected to any United
States Bankruptcy Judge for the District of Delaware, the United States Trustee for the District of
Delaware, any person employed in the office of the United States Trustee for the District of
Delaware, any United States Bankruptcy Judge for the District of Delaware, the United States
Trustee for the District of Delaware (the “U.S. Trustee”), or any person employed in the office of
the U.S. Trustee.
19. During the 90-day period prior to the commencement of these Cases, Jefferies
was paid in the ordinary course certain expense reimbursements totaling $5,000 on March 5,
2021.11
10 Because of the voluminous nature of the orders cited herein, they are not attached to this Application. Copies of these orders, however, are available on request.
11 Approximately $3,000 in expense reimbursements were unpaid as of the Petition Date. Jefferies waives any right to collect said expense reimbursements.
12
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 13 of 16
20. The Debtors have been advised that Jefferies has agreed not to share with any other person or firm the compensation to be paid for professional services rendered in connection with these Cases in accordance with section 504(a) of the Bankruptcy Code.
21. Based on the foregoing, the Debtors believe that Jefferies is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code.
Basis for Relief
22. The Debtors seek entry of an order authorizing them to retain and employ
Jefferies pursuant to sections 327 and 328(a) of the Bankruptcy Code. Section 327(a) of the
Bankruptcy Code provides, in relevant part, that the Debtors, with the Court’s approval, “may employ one or more attorneys, accountants … or other professional person.” Section 328(a) of the Bankruptcy Code provides, in relevant part, that the Debtors, with the Court’s approval,
“may employ or authorize the employment of a professional person under section . . . 327 . . . on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.”
23. Given the numerous issues that Jefferies may be required to address in performing its services for the Debtors pursuant to the Engagement Letter, Jefferies’ commitment to the variable time requirements and effort necessary to address all such issues as they arise, and the market prices for Jefferies’ services for engagements of this nature, the Debtors submit that the terms and conditions of the Engagement Letter are fair, reasonable and market-based under the standards set forth in section 328(a) of the Bankruptcy Code. The Debtors also believe that the
Fee and Expense Structure appropriately reflects (a) the nature and scope of Jefferies’ services,
(b) Jefferies’ substantial experience with respect to investment banking services and (c) the fee
13
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 14 of 16
structures typically utilized by Jefferies and other investment banks, which do not bill their clients on an hourly basis, in bankruptcy or otherwise.
24. As set forth above, and notwithstanding approval of the Engagement Letter under
section 328(a) of the Bankruptcy Code, Jefferies intends to apply for compensation for
professional services rendered and reimbursement of expenses incurred in connection with these
Cases, subject to the Court’s approval and in compliance with the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any other applicable procedures
and orders of this Court, with certain limited modifications as set forth herein. Notwithstanding
the foregoing, Jefferies agrees that the U.S. Trustee may review Jefferies’ compensation under
section 330 of the Bankruptcy Code.
25. In light of the foregoing, the Debtors submit that the retention of Jefferies is in the
best interest of the estates, their creditors, and all parties in interest in these Cases. Jefferies has
extensive experience in matters involving complex financial restructurings and an excellent
reputation for the services that it has rendered in chapter 11 cases on behalf of debtors and
creditor constituencies throughout the United States. The Debtors therefore submit that they
have satisfied the requirements of the Bankruptcy Code and the Bankruptcy Rules to support
entry of an order authorizing the Debtors to retain and employ Jefferies in these Cases on the
terms described herein and in the Engagement Letter.
Notice
26. The Debtors have provided notice of this application to the following parties or
their respective counsel: (a) the Office of the United States Trustee for the District of Delaware;
(b) counsel to the DIP Term Agent, DIP Term Lenders, and Prepetition Term Secured Parties;
(c) counsel to the DIP ABL Lender and Prepetition ABL Secured Parties; (d) counsel to the
14
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 15 of 16
TX/PA DIP Agents and Prepetition Trustees; (e) counsel to the Committee; and (f) all parties who file a request for service of notices under Bankruptcy Rule 2002
27. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given.
No Prior Request
28. No prior request for the relief sought in this application has been made to this or any other court.
[Remainder of page intentionally left blank]
15
Case 21-10527-JTD Doc 234 Filed 04/07/21 Page 16 of 16
WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and such other relief as the Court deems appropriate under the circumstances.
Dated: April 7, 2021 CARBONLITE HOLDINGS LLC, et al.
/s/ Brian Weiss Brian Weiss Chief Restructuring Officer
Case 21-10527-JTD Doc 234-1 Filed 04/07/21 Page 1 of 4
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) In re: ) Chapter 11 ) CARBONLITE HOLDINGS LLC, et al.,1 ) Case No. 21-10527 (JTD) ) Debtors. ) (Jointly Administered) ) ) Objection Deadline: April 21, 2021 at 4:00 p.m. (ET) ) Hearing Date: May 13, 2021 at 1:00 p.m. (ET)
NOTICE OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF JEFFERIES LLC AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO 11 U.S.C. §§ 327(a) AND 328(a), EFFECTIVE AS OF THE PETITION DATE AND (II) WAIVING CERTAIN TIME-KEEPING REQUIREMENTS
PLEASE TAKE NOTICE that on April 7, 2021, the above-captioned debtors
and debtors in possession (collectively, the “Debtors”), filed the Debtors’ Application for Entry
of an Order (I) Authorizing the Retention and Employment of Jefferies LLC as Investment
Banker for the Debtors and Debtors in Possession Pursuant to 11 U.S.C. §§ 327(A) And 328(A),
Effective as of the Petition Date and (II) Waiving Certain Time-Keeping Requirements (the
“Application”) with the United States Bankruptcy Court for the District of Delaware, 824 Market
Street, 3rd Floor, Wilmington, Delaware 19801 (the “Bankruptcy Court”). A copy of the
Application is attached hereto.
PLEASE TAKE FURTHER NOTICE that any response or objection to the
entry of an order with respect to the relief sought in the Application must be filed with the
Bankruptcy Court on or before April 21, 2021 at 4:00 p.m. prevailing Eastern Time.
1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: CarbonLite Holdings LLC (8957); CarbonLite Industries LLC (3596); CarbonLite P Holdings LLC (8957); CarbonLite P LLC (5453); CarbonLite PI Holdings LLC (8957); CarbonLite Pinnpack LLC (8957); CarbonLite Recycling Holdings LLC (8957); CarbonLite Sub-Holdings, LLC (8957); Pinnpack P, LLC (8322); CarbonLite Recycling LLC (3727); and Pinnpack Packaging LLC (9948). The address of the Debtors’ corporate headquarters is 10250 Constellation Blvd., Los Angeles, CA 90067. 1
Case 21-10527-JTD Doc 234-1 Filed 04/07/21 Page 2 of 4
PLEASE TAKE FURTHER NOTICE that at the same time, you must also
serve a copy of the response or objection upon: (i) the Debtors, c/o of Force Ten Partners LLC,
20341 Southwest Birch Street, Suite 220, Newport Beach, CA 92660, Attn: Brian Weiss
([email protected]); (ii) proposed counsel for the Debtors, (a) Pachulski Stang Ziehl
& Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, DE 19899-8705
(Courier 19801) Attn: James E. O’Neill ([email protected]) and Steven W. Golden
([email protected]); and (b) Pachulski Stang Ziehl & Jones LLP, 10100 Santa Monica
Blvd., 13th Floor, Los Angeles, CA 90067-4003, Attn: Jeffrey W. Dulberg
([email protected]); (iii) counsel to the DIP Term Agent, DIP Term Lenders, and
Prepetition Term Secured Parties, (a) Latham & Watkins LLP, (x) 355 South Grand Avenue,
Suite 100, Los Angeles, CA 90071, Attn: Jeffrey E. Bjork ([email protected]), (y) 330 North
Wabash Avenue, Suite 2800, Chicago, IL 60611, Attn: James Ktsanes ([email protected]),
and (z) 885 Third Avenue, New York, NY 10022, Attn: Andrew C. Ambruoso
([email protected]), and (b) Young Conaway Stargatt & Taylor, LLP, 1000 North King
Street, Wilmington, Delaware 19801, Attn: Robert S. Brady ([email protected]), Edwin J.
Harron ([email protected]) and Kara Hammond Coyle ([email protected]) (iv) counsel to the
DIP ABL Lender and Prepetition ABL Secured Parties, (a) Otterbourg, P.C., 230 Park Avenue,
New York, NY 10169-0075, Attn: Andrew M. Kramer ([email protected]) and David E.
Morse ([email protected]) and (b) Richards, Layton & Finger, PA, One Rodney Square,
920 North King Street, Wilmington, DE 19801, Attn: John Henry Knight, Esq.
([email protected]); (v) counsel to the TX/PA DIP Agents and Prepetition Trustees, Arnold &
Porter Kaye Scholer LLP, 70 West Madison Street, Suite 4200, Chicago, IL 60602-4321,
Attn: Sarah Gryll ([email protected]) and Ginger Clements, Esq.
DOCS_DE:233515.1 13044/001 2 Case 21-10527-JTD Doc 234-1 Filed 04/07/21 Page 3 of 4
([email protected]); (vi) counsel to any statutory committee appointed in these cases; and (vii) the Office of The United States Trustee, 844 King Street, Suite 2207, Lockbox
35, Wilmington, DE 19801, Attn: Joseph McMahon, Esq. ([email protected]) and
(viii) counsel to the Official Committee of Unsecured Creditors, (a) Hogan Lovells US LLP,
1999 Avenue of the Stars, Los Angeles, CA 90275, Attn: David P. Simonds
([email protected]), Erin N. Brady ([email protected]), and Edward
McNeilly ([email protected]) and (b) Blank Rome LLP, 1201 N. Market
Street, Suite 800, Wilmington, DE 19801, Attn: Stanley B. Tarr ([email protected]).
PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN
ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE FINAL RELIEF
REQUESTED BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.
PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER
THE FINAL RELIEF SOUGHT IN THE APPLICATION WILL BE HELD ON MAY 13, 2021
AT 1:00 P.M. PREVAILING EASTERN TIME BEFORE THE HONORABLE JOHN T.
DORSEY, UNITED STATES BANKRUPTCY COURT JUDGE, AT BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR,
COURTROOM NO. 5, WILMINGTON, DELAWARE 19801.
DOCS_DE:233515.1 13044/001 3 Case 21-10527-JTD Doc 234-1 Filed 04/07/21 Page 4 of 4
Dated: April 7, 2021 PACHULSKI STANG ZIEHL & JONES LLP
/s/ James E. O’Neill Richard M. Pachulski (CA Bar No. 90073) Gabriel I. Glazer (CA Bar No. 246384) James E. O'Neill (DE Bar No. 4042) Steven W. Golden (NY Bar No. 5374152) 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899 (Courier 19801) Tel: (302) 652-4100 Fax: (302) 652-4400 Email: [email protected] [email protected] [email protected] [email protected]
Attorneys for Debtors and Debtors in Possession
4
Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 1 of 26
Exhibit A
Proposed Order
Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 2 of 26
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) In re: ) Chapter 11 ) CARBONLITE HOLDINGS LLC, et al.,1 ) Case No. 21-10527 (JTD) ) Debtors. ) (Jointly Administered) ) ) Re: Docket No. ____
ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF JEFFERIES LLC AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO 11 U.S.C. §§ 327(a) AND 328(a), NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING CERTAIN TIME-KEEPING REQUIREMENTS
Upon the application (the “Application”) 2 of the above-captioned debtors and debtors in
possession (collectively, the “Debtors”) for entry of an order (this “Order”), (a) authorizing the
Debtors to retain and employ Jefferies LLC (“Jefferies”) as their investment banker nunc pro
tunc to the Petition Date, pursuant to the terms and subject to the conditions of the Engagement
Letter and (b) waiving and modifying certain of the time-keeping requirements of Bankruptcy
Rule 2016(a), the Trustee Guidelines, and any other guidelines regarding submission and
approval of fee applications, all as more fully set forth in the Application; and upon the First Day
Declaration and the Morgner Declaration; and this Court having jurisdiction over this matter
pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the
United States District Court for the District of Delaware, dated February 29, 2012, and this Court
having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and this Court may
1 The Debtors in these Cases, along with the last four digits of each Debtor’s federal tax identification number, are: CarbonLite Holdings LLC (8957); CarbonLite Industries LLC (3596); CarbonLite P Holdings LLC (8957); CarbonLite P LLC (5453); CarbonLite PI Holdings LLC (8957); CarbonLite Pinnpack LLC (8957); CarbonLite Recycling Holdings LLC (8957); CarbonLite Sub-Holdings, LLC (8957); Pinnpack P, LLC (8322); CarbonLite Recycling LLC (3727); and Pinnpack Packaging LLC (9948). The address of the Debtors’ corporate headquarters is 10250 Constellation Blvd., Los Angeles, CA 90067. 2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Application.
Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 3 of 26
enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in the
Application is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and this Court having found that the Debtors’ notice of the Application and opportunity for a hearing on the Application were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Application and having heard the statements in support of the relief requested therein at a hearing before this Court (the
“Hearing”); and this Court having determined that the legal and factual bases set forth in the
Application and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:
1. The Application is granted as set forth in this Order.
2. The Debtors are authorized to retain and employ Jefferies as their investment banker in these Cases, pursuant to the terms and subject to the conditions set forth in the
Engagement Letter attached hereto as Exhibit 1, nunc pro tunc to the Petition Date, as modified by this Order.
3. The Debtors are authorized to pay, reimburse, and indemnify Jefferies in accordance with the terms and conditions of, and at the times specified in, the Engagement
Letter, as modified by this Order.
4. Jefferies shall file applications for allowance of compensation and reimbursement of expenses pursuant to and in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, such Bankruptcy Rules or Local Rules as may then be applicable, and
2
Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 4 of 26
any other applicable orders and procedures of this Court; provided, however, Jefferies shall be compensated and reimbursed pursuant to section 328(a) of the Bankruptcy Code, and Jefferies’ fees and expenses shall not be evaluated under the standard set forth in section 330 of the
Bankruptcy Code, except as set forth in paragraph 5 below.
5. Notwithstanding anything to the contrary in this Order, the Application, the
Morgner Declaration or the Engagement Letter, the U.S. Trustee shall retain all rights and be entitled to object to Jefferies’ requests for compensation and reimbursement of expenses based on the reasonableness standard provided in section 330 of the Bankruptcy Code, and shall not be limited to the standard set forth in section 328(a) of the Bankruptcy Code. This Order and the record relating to this Court’s consideration of the Application shall not prejudice or otherwise affect the rights of the U.S. Trustee to challenge the reasonableness of Jefferies’ fees and reimbursement of expenses under sections 330 and 331 of the Bankruptcy Code. Accordingly, nothing in this Order or the record relating to this Court’s consideration of the Application shall constitute a finding of fact or conclusion of law binding on the U.S. Trustee, on appeal or otherwise, with respect to the reasonableness of Jefferies’ fees and requests for reimbursement of expenses. Further, nothing in the Engagement Letter shall affect or modify the standard of review applicable to an objection by the U.S. Trustee under this paragraph.
6. Notwithstanding anything to the contrary in the Application or Engagement
Letter, the fees contemplated by the Engagement Letter are subject to the following modifications:
(a) M&A Transaction Fee. Upon the closing of an M&A Transaction, a fee equal to 3.0% of Transaction Value (as defined in the Engagement Letter) of the applicable M&A Transactions(s). For the avoidance of doubt, an M&A Transaction excludes any transaction that includes a credit bid made pursuant to section 363(k) of the Bankruptcy Code (a “Credit Bid Transaction”).
3
Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 5 of 26
(b) Credit Bid Transaction Fee. Upon the closing of a Credit Bid Transaction, a fee (the “Credit Bid Transaction Fee”) equal to (i) in a credit bid for the assets of the “CA Debtors” Jefferies earns $1.323 million, plus 0.8% of the amount by which the credit bid exceeds $101.8 million, (ii) in a credit bid for the assets of the “PA Debtors” Jefferies earns $933,000, plus 0.8% of the amount by which the credit bid exceeds $71.8 million, and (iii) in a credit bid for the assets of the “TX Debtors” Jefferies earns $594,000, plus 0.8% of the amount by which the credit bid exceeds $45.8 million.
(c) Restructuring Fee. A fee in an amount equal to 1.3% of the aggregate liabilities of the applicable Debtor(s) that are subject to any Restructuring; provided, however, any unsecured or secured liabilities that are the subject of a Credit Bid Transaction (including any deficiency claims) that is consummated prior to or in connection with a liquidating plan shall not be included in the calculation of such Restructuring Fee. The Restructuring Fee will be payable upon consummation of a Restructuring, including, without limitation, upon the effective date of a confirmed plan of reorganization pursuant to chapter 11 of the Bankruptcy Code, whether or not through the use of cramdown procedures.
(d) Debt Fee. Promptly upon the closing of each Financing involving Debt Instruments, a fee equal to 2.25% of the gross cash proceeds received or to be received by the Debtors (including any committed amounts or the amount available under any Debt Instruments, but excluding the amount of any indebtedness that is (i) refinanced or “rolled up” under a new Instrument with any existing lender and/or (ii) directly or indirectly assumed, refinanced, retired or extinguished in connection with any M&A Transaction) under such Debt Instruments; provided, however, the Debt Fees, with respect to the debtor in possession financing sought to be approved pursuant to the DIP Motions filed at Docket Nos. 11 and 16, shall be equal to 1.5% of the gross cash proceeds received or to be received by the Debtors (including any committed amounts or the amount available under any Debt Instruments, but excluding the amount of any indebtedness that is (i) refinanced or “rolled up” under a new Instrument with any existing lender and/or (ii) directly or indirectly assumed, refinanced, retired or extinguished in connection with any M&A Transaction) in connection with such debtor in possession financing.
(e) Equity Securities Fee. Promptly upon the closing of each Financing involving Equity Securities, a fee in an amount equal to 4.0% of the aggregate gross proceeds received or to be received by the Debtors from the sale of such Equity Securities; provided, however, no Equity Securities Fee shall be payable on account of any portion of gross proceeds received or to be received by or from the Debtors’ existing equity securities holders.
7. Upon the closing, any M&A Transaction Fee or Credit Bid Transaction Fee due to
Jefferies as a result of the closing of a going concern sale that qualifies as an M&A Transaction
4
Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 6 of 26
or Credit Bid Transaction shall be segregated and escrowed (for the exclusive benefit of
Jefferies) from the proceeds of such M&A Transaction or Credit Bid Transaction (including,
without limitation, from the proceeds of any liquidation or other disposition of the Debtors’
assets), as an express carve-out from the collateral of the Debtors’ pre- and post-petition secured
lenders, prior to any other use or distribution of such proceeds. In any going concern Credit Bid
Transaction made without a cash component sufficient to pay the corresponding Credit Bid
Transaction Fee due to Jefferies in full, then any resulting unpaid portion of the Credit Bid
Transaction Fee due to Jefferies shall be segregated and escrowed (for the exclusive benefit of
Jefferies) at the closing of such Credit Bid Transaction from the available cash of the Debtors, as
an express carve-out from the collateral of the Debtors’ pre- and post-petition secured lenders;
provided that if the Debtors do not have sufficient cash to pay the unpaid portion of such Credit
Bid Transaction Fee in full, or any portion thereof, then the successful bidder shall immediately segregate and escrow (for the exclusive benefit of Jefferies) such unpaid portion of the Credit
Bid Transaction Fee at the closing of such Credit Bid Transaction. For the avoidance of doubt,
nothing in this Order shall prohibit or be construed to prohibit the use of any unencumbered
assets of the Debtors or the proceeds thereof to pay any fees and expenses of Jefferies or the
assertion or allowance of an administrative priority claim under sections 503(b)(1)(A) and
507(a)(2) of the Bankruptcy Code, if applicable, on account of any fees or expenses of Jefferies.
8. Notwithstanding anything to the contrary in the Application or any of its attachments, no amounts shall be paid to Jefferies absent an order of this Court approving a fee statement or application filed on notice to parties in interest in these Cases under any interim compensation procedures approved by the Court (the “Interim Compensation Order”), except
that the Debtors are authorized to pay the $100,000 monthly fee to Jefferies each month when
5
Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 7 of 26
required under the Engagement Letter without a prior fee statement or application, provided that all monthly fees and expenses shall be allocated as follows: (i) 50% to the CA Debtors, (ii) 25% to the TX Debtors and (iii) 25% to the PA Debtors, and provided further, that Jefferies shall file monthly fee statements with time entries and requests for reimbursement that comply with Rule
2016-2 of the Local Bankruptcy Rules, except as otherwise expressly set forth in this Order, pursuant to the deadlines and other procedures specified for monthly fee statements set forth in the Interim Compensation Order.
9. Notwithstanding anything to the contrary in the Application or any of its attachments, including but not limited to the Engagement Letter, Jefferies shall comply with all requirements of Bankruptcy Rule 2016(a), and Local Bankruptcy Rule 2016-2, including all information and time keeping requirements of subsection (d) of Local Bankruptcy Rule 2016-2, except that Jefferies and its professionals shall be permitted to maintain time records of services rendered for the Debtors in half-hour increments.
10. In the event that, during the pendency of these Cases, Jefferies requests reimbursement for any attorneys’ fees and/or expenses, the invoices and supporting time records from such attorneys shall be included in Jefferies’ fee applications, and such invoices and time records shall be in compliance with Local Bankruptcy Rule 2016-2(f) and the U.S. Trustee
Guidelines and subject to approval of the Court under the standards of section 330 and 331 of the
Bankruptcy Code, without regard to whether such attorney has been retained under section 1103 of the Bankruptcy Code and without regard to whether such attorney’s services satisfy section
330(a)(3)(C) of the Bankruptcy Code. Notwithstanding the foregoing, Jefferies shall only be reimbursed for any legal fees incurred in connection with these Cases to the extent permitted under applicable law and the decisions of this Court.
6
Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 8 of 26
11. The indemnification, contribution, and reimbursement provisions included in
Schedule A to the Engagement Letter are approved, subject during the pendency of these
chapter 11 cases to the following modifications:
(a) Indemnified Persons (as that term is defined in Schedule A to the Engagement Letter) shall not be entitled to indemnification, contribution, or reimbursement pursuant to the Engagement Letter for claims arising from services other than the services provided under the Engagement Letter, unless such services and the indemnification, contribution, or reimbursement therefor are approved by this Court;
(b) Notwithstanding anything to the contrary in the Engagement Letter, the Debtors shall have no obligation to indemnify any person or entity or provide contribution or reimbursement to any person or entity for any claim or expense that is either (i) judicially determined (the determination having become final) to have arisen from that person’s or entity’s gross negligence, willful misconduct, or bad faith, or (ii) for a contractual dispute in which the Debtors allege breach of the obligations of Jefferies or another Indemnified Person under the Engagement Letter unless this Court determines that indemnification, contribution or reimbursement would be permissible under applicable law or (iii) settled prior to a judicial determination as to sub-clauses (i) or (ii) above, but determined by this Court, after notice and a hearing, to be a claim or expense for which that person should not receive indemnity, contribution, or reimbursement under the terms of the Engagement Letter as modified by this Order;
(c) If, during the pendency of these Cases, the indemnification provided in Schedule A to the Engagement Letter is held unenforceable by reason of the exclusions set forth in paragraph (b) above, and Jefferies or another Indemnified Person makes a claim for the payment of any amounts by the Debtors on account of the Debtors’ contribution obligations, then the limitations on Jefferies’ contribution obligations set forth in the second and third sentences of the fifth paragraph of Schedule A shall not apply;3 and
(d) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in these Cases (that order having become a final order no longer subject to appeal) and (ii) the entry of an order closing these Cases, Jefferies or another Indemnified Person believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification, contribution or reimbursement obligations under the
3 For the avoidance of doubt, the fifth paragraph of Schedule A to the Engagement Letter is the paragraph that begins, “If, for any reason….”
7
Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 9 of 26
Engagement Letter (as modified by this Order), including, without limitation, the advancement of defense costs, Jefferies must file an application before this Court and the Debtors may not pay any such amounts before the entry of an order by this Court approving the payment; provided, however, that for the avoidance of doubt, this subparagraph (d) is intended only to specify the period of time under which this Court shall have jurisdiction over any request for fees and expenses for indemnification, contribution, or reimbursement and not a provision limiting the duration of the Debtors’ obligation to indemnify Jefferies or any other Indemnified Person.
12. To the extent that there may be any inconsistency between the terms of the
Application, the Morgner Declaration, the Engagement Letter, and this Order, the terms of this
Order shall govern.
13. The Debtors are authorized and empowered to take all actions necessary to effectuate the relief granted by this Order.
14. Notice of the Application as provided therein shall be deemed good and sufficient notice of such Application and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied by such notice.
15. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and enforceable upon its entry.
16. Notwithstanding anything to the contrary in the Application or its attachments, during the course of these Cases, this Court shall retain exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Order and Jefferies’ retention in these Cases, unless the Court declines to exercise jurisdiction over such matters, in which case the Court shall have non-exclusive jurisdiction over such matters.
8
Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 10 of 26
Exhibit 1 to Order
Engagement Letter
Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 11 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 12 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 13 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 14 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 15 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 16 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 17 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 18 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 19 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 20 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 21 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 22 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 23 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 24 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 25 of 26 Case 21-10527-JTD Doc 234-2 Filed 04/07/21 Page 26 of 26 Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 1 of 37
Exhibit B
Morgner Declaration
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 2 of 37
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) In re: ) Chapter 11 ) CARBONLITE HOLDINGS LLC, et al.,1 ) Case No. 21-10527 (JTD) ) Debtors. ) (Jointly Administered) )
DECLARATION OF RICHARD MORGNER IN SUPPORT OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF JEFFERIES LLC AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO 11 U.S.C. §§ 327(a) AND 328(a), NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING CERTAIN TIME-KEEPING REQUIREMENTS
I, Richard Walter Morgner, hereby declare under penalty of perjury that, to the best of my
knowledge and belief, and after reasonable inquiry, the following is true and correct:
1. I am a Managing Director and Co-Head of Restructuring at Jefferies LLC
(“Jefferies”), an investment banking and financial advisory firm with principal offices located at
520 Madison Avenue, New York, New York 10022, as well as at other locations worldwide.
2. I submit this Declaration (this “Declaration”) in support of the application
(the “Application”)2 of the above-captioned debtors and debtors in possession in these
proceedings (collectively, the “Debtors”) for an order authorizing the Debtors to retain and
employ Jefferies as their investment banker, nunc pro tunc to the Petition Date, pursuant to the
terms and subject to the conditions of the Engagement Letter.
1 The Debtors in these Cases, along with the last four digits of each Debtor’s federal tax identification number, are: CarbonLite Holdings LLC (8957); CarbonLite Industries LLC (3596); CarbonLite P Holdings LLC (8957); CarbonLite P LLC (5453); CarbonLite PI Holdings LLC (8957); CarbonLite Pinnpack LLC (8957); CarbonLite Recycling Holdings LLC (8957); CarbonLite Sub-Holdings, LLC (8957); Pinnpack P, LLC (8322); CarbonLite Recycling LLC (3727); and Pinnpack Packaging LLC (9948). The address of the Debtors’ corporate headquarters is 10250 Constellation Blvd., Los Angeles, CA 90067. 2 Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Application.
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 3 of 37
3. Except as otherwise noted, I have personal knowledge of the matters set forth
herein, and, if called as a witness, I would testify thereto. Certain of the disclosures herein,
however, relate to matters within the personal knowledge of other professionals at and
representatives of Jefferies and are based on information provided by such professionals.
Jefferies’ Qualifications
4. I believe that Jefferies and the professionals it employs are uniquely qualified to
advise the Debtors on the matters for which Jefferies is proposed to be employed in a cost-
effective, efficient, and timely manner.
5. Jefferies is a registered broker-dealer with the United States Securities and
Exchange Commission and a member of the Boston Stock Exchange, the International Stock
Exchange, the Financial Industry Regulatory Authority, the Pacific Stock Exchange, the
Philadelphia Stock Exchange and the Securities Investor Protection Corporation. Jefferies was
founded in 1962 and is a wholly-owned subsidiary of Jefferies Group LLC, which, together with
its affiliates, has gross assets of approximately $45 billion and approximately 3,900 employees in
more than 30 offices around the world.
6. Jefferies provides a broad range of corporate advisory services to its clients
including, without limitation, services relating to the following: (a) general financial advice;
(b) mergers, acquisitions, and divestitures; (c) special committee assignments; (d) capital raising;
and (e) corporate restructurings. Jefferies and its senior professionals have extensive experience
in the reorganization and restructuring of troubled companies, both out of court and in chapter 11
proceedings. Jefferies has advised debtors, creditor and equity constituencies, and purchasers in
numerous reorganizations in the United States and worldwide. Since 2007, Jefferies has been
2
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 4 of 37
involved in more than 100 restructurings representing more than $200 billion in restructured
liabilities.
7. Jefferies was engaged by the Debtors on January 12, 2021 to conduct a marketing
and sale process and explore restructuring alternatives. As a result, Jefferies is familiar with the
Debtors’ corporate and capital structure, management, business operations, and potential investor
universe. In addition, Jefferies advised the Debtors prior to the Petition Date regarding, among
other things, preparation for these Cases, in which the Debtors anticipate the pursuit of a sale
process. The Debtors thus believe that Jefferies is both well qualified and uniquely able to
advise the Debtors in these Cases.
8. Jefferies has extensive experience in reorganization cases and has an excellent
reputation for services it has rendered in large and complex chapter 11 cases on behalf of debtors, creditors, and creditors’ committees throughout the United States. Jefferies has advised on the following chapter 11 cases, among others: In re Mallinckrodt plc, Case No. 20-12522
(JTD) (Bankr. D. Del. Jan. 13, 2021); In re Bouchard Transportation Co,. Inc., Case No. 20-
34682 (DRJ) (Bankr. S.D. Tex. Jan. 14, 2021); In re Valaris plc, Case No. 20-34114 (MI)
(Bankr. S.D. Tex. Nov. 04, 2020); In re Dura Automotive Systems, LLC, Case No. 19-12378
(KBO) (Bankr. D. Del. Dec. 3, 2019); In re Synergy Pharmaceuticals Inc., Case No. 18-14010
(JLG) (Bankr. S.D.N.Y. Mar. 7, 2019); In re Westmoreland Coal Company, Case No. 18-35672
(DRJ) (Bankr. S.D. Tex. Dec. 6, 2018); In re Mission Coal Company, LLC, Case
No. 18-04177-TOM11 (Bankr. N.D. Ala. Nov. 30, 2018); In re Claire’s Stores, Inc. Case No.
18-10584 (MFW) (Bankr. D. Del. Aug. 3, 2018); In re Gibson Brands, Inc., Case No. 18-11025
(CSS) (Bankr. D. Del. June 6, 2018); In re iHeartMedia, Case No. 18-31274 (MI) (Bankr. S.D.
Tex. May 30, 2018); In re Armstrong Energy, Inc., Case No. 17-47541-659 (Bankr. E.D. Mo.
3
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 5 of 37
Jan. 16, 2018); In re Real Industry, Inc., Case No. 17-12464 (KJC) (Bankr. D. Del. Dec. 19,
2017); In re Goodman Networks, Inc., Case No. 17-31575 (MI) (Bankr. S.D. Tex. Apr. 20,
2017); In re BCBG Max Azria Global Holdings, LLC, Case No. 17-10466 (SCC) (Bankr.
S.D.N.Y. Mar. 29, 2017); In re Peabody Energy Corp., Case No. 16-42529 (BSS) (Bankr. E.D.
Mo. June 17, 2016); In re Aspect Software Parent, Inc., No. 16-10597 (MFW) (Bankr. D. Del.
Apr. 21, 2016); In re Sundevil Power Holdings, LLC, No. 16-10369 (KJC) (Bankr. D. Del. Apr.
7, 2016); In re Arch Coal, Inc., Case No. 16-40120 (TFE) (Bankr. E.D. Mo. Mar. 21, 2016); In
re Alpha Natural Res., Inc., No. 15-33896 (KRH) (Bankr. E.D. Va. Oct. 16, 2015); In re Patriot
Coal Corp., No. 15-32450 (KLP) (Bankr. E.D. Va. July 9, 2015).
Jefferies’ Disinterestedness
9. In connection with its retention by the Debtors, Jefferies undertook to determine
whether Jefferies, its principals and professionals: (a) have any connection with the Debtors,
their affiliates, their creditors or any other parties in interest in these Cases; or (b) have an
interest adverse to the interests of the Debtors’ estates or of any class of creditors or equity
security holders.
10. To check potential connections with the Debtors and other parties in interest in
these Cases, Jefferies has searched to determine whether it had any relationships with the entities
identified by the Debtors and its representatives as potential parties in interest listed on Schedule
1 hereto (the “Potential Parties in Interest”). Specifically, Jefferies entered the names of the
Potential Parties in Interest into a database containing the names of Jefferies’ current and former
investment banking clients. To the extent that this inquiry has revealed that certain Potential
Parties in Interest were current or former investment banking clients of Jefferies within the past
three years, these parties have been identified on a list (the “Client Match List”) annexed hereto
4
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 6 of 37
as Schedule 2. Through the information generated from the aforementioned inquiry and through follow-up inquiries to Jefferies professionals responsible for certain clients listed on the Client
Match List, Jefferies has determined that its representation of the clients on the Client Match
List, if any, concerned matters unrelated to the Debtors. As to the Potential Parties in Interest not identified on the Client Match List, Jefferies has not been employed by or rendered advisory services to any such parties within the past three years.
11. As part of its diverse global activities, Jefferies is involved in numerous cases, proceedings, and transactions involving many different attorneys, accountants, investment bankers, and financial consultants, some of whom may represent claimants and parties in interest in these Cases. Further, Jefferies has in the past, and may in the future, advise and/or be represented by several attorneys, law firms and other professionals, some of whom may be involved in these Cases. Finally, Jefferies has in the past, and will likely in the future, be working with or against other professionals involved in these Cases in matters wholly unrelated to these Cases. Based upon our current knowledge of the professionals involved in these Cases, and, to the best of my knowledge, none of these business relationships constitute interests adverse to the interests of the Debtors’ estates or of any class of creditors or equity security holders in matters upon which Jefferies is to be employed, and none are in connection with these Cases.
12. Jefferies is a global investment banking firm with broad activities covering, in addition to its investment banking and financial advisory practice, trading in equities, convertible securities, and corporate bonds. With more than 80,000 customer accounts and thousands of relationships and transactions around the world, it is possible that one or more of Jefferies’ clients or a counterparty to a securities transaction may hold a claim or interest or otherwise be Potential
Parties in Interest in these Cases and that Jefferies and/or its affiliates may have other business
5
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 7 of 37
relationships and/or connections with such Potential Parties in Interest. Further, as a major market maker in equity securities as well as a major trader of corporate bonds and convertible securities, including those of creditors or parties in interest in these Cases, Jefferies regularly enters into securities transactions with other registered broker-dealers as a part of its daily activities. Some of these counterparties may be creditors, equity holders or other parties in interest in these Cases.
Jefferies believes that none of these business relationships constitute interests adverse to the interests of the Debtors’ estates or of any class of creditors or equity security holders in matters upon which Jefferies is to be employed, and none are in connection with these Cases.
13. In addition, as of the date hereof, Jefferies and its affiliates have thousands of employees worldwide. It is possible that certain of Jefferies’ and its affiliates’ respective directors, officers and employees may have had in the past, may currently have, or may in the future have connections to (i) the Debtors, (ii) the Potential Parties in Interest and/or (iii) funds or other investment vehicles that may own debt or securities of the Debtors or other Potential
Parties in Interest. Furthermore, in addition to the parties listed on Schedule 2, Jefferies may also represent, or may have represented, affiliates, equity holders and/or sponsors of the Potential
Parties in Interest. Certain of the Potential Parities in Interest may also be vendors or insurers of
Jefferies and/or have other non-investment banking relationships with Jefferies. Jefferies may also represent, or may have represented in the past, committees or groups of lenders or creditors in connection with certain restructuring or refinancing engagements, which committees or groups include, or included, entities that appear on the Potential Parties in Interest list. Jefferies believes that none of these business relationships constitute interests adverse to the interests of the
Debtors’ estates or of any class of creditors or equity security holders in matters upon which
Jefferies is to be employed, and none are in connection with these Cases.
6
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 8 of 37
14. Certain affiliates of Jefferies serve as managers for a number of investment vehicles (collectively, the “Managed Funds”). The Managed Funds are principally intended for investments by third parties unrelated to Jefferies. However, such investors may also include financial institutions (some of which may be parties in interest in these Cases), affiliates of
Jefferies, or their respective officers and employees (some of whom may be Jefferies’ employees providing services in connection with these Cases). Jefferies’ employees working in connection with these Cases have no control over or involvement in investment decisions made for the
Managed Funds. With respect to the Managed Funds, Jefferies makes the following additional disclosures:
(a) Among other things, the Managed Funds are (i) active direct investors in a number of portfolio companies (the “Equity Investments”) and (ii) investors in a variety of debt instruments and mezzanine loans or similar securities (the “Income Investments” and, together with the Equity Investments, the “Portfolio Holdings”); and
(b) The fund managers of the Managed Funds maintain control over investment decisions with respect to the Portfolio Holdings. Many financial institutions and parties in interest who may be involved in these Cases may also be investors in the Managed Funds. Moreover, the Managed Funds may invest from time to time in Portfolio Holdings relating to the Debtors or parties in interest in these Cases. In order to comply with securities laws and to avoid any appearance of impropriety, the employees of the Managed Funds are strictly separated from the employees of Jefferies. Jefferies maintains a strict separation between its employees assigned to these Cases and employees involved in the management of Jefferies’ investment banking division, on the one hand, and other employees of Jefferies (e.g., sales and trading employees) and its affiliates (including the employees of the Managed Funds), on the other hand. This separation is maintained through the use of information walls. These information walls include physical and technological barriers, compliance, and surveillance mechanisms and policies and procedures designed to prevent confidential information from being shared improperly. Consequently, as no confidential information concerning the Debtors is permitted to be communicated to any persons working for the Managed Funds, Jefferies does not believe that the relationships outlined above constitute interests adverse to the estates or render Jefferies not disinterested in these Cases.
7
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 9 of 37
15. In addition, as part of its regular business operations, Jefferies may trade securities
and other instruments of the Debtors on behalf of third parties (some of whom may be parties in interest in these Cases). Jefferies may also trade securities and other instruments of the Potential
Parties in Interest on behalf of itself and/or its affiliates or third parties. Any and all such trading operations and market making activities are separated from Jefferies’ investment banking department, and its managing directors and employees (including the investment banking professionals working on these Cases), by an information barrier, and no Jefferies professionals providing services to the Debtors will be involved with such trading operations and market making activities in any capacity.3
16. The Debtors have numerous creditors and relationships with a large number of
individuals and entities that may be parties in interest in these Cases. Consequently, although
every reasonable effort has been made to discover Jefferies’ connections with the Potential Parties
in Interest, Jefferies is unable to state with certainty whether any of its clients or an affiliated
entity of a client holds a claim or otherwise is a party in interest in these Cases. If Jefferies
discovers any information that is contrary or pertinent to the statements made herein, Jefferies
will promptly disclose such information to the Court. Additionally, as noted above, Jefferies is
part of a global investment banking firm and thus has several legally separate and distinct foreign
and domestic affiliates. Although employees of certain affiliates may sometimes assist Jefferies
in connection with a restructuring engagement, as Jefferies is the only entity being retained in
these Cases, we have researched only the electronic client files and records of Jefferies, not of all
of its affiliates, to determine connections with any Potential Parties in Interest.
3 These information barriers include physical and technological barriers, compliance and surveillance mechanisms and policies and procedures designed to prevent confidential information from being shared improperly. 8
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 10 of 37
17. Jefferies does not advise, has not advised, and will not advise any entity other than
the Debtors in matters related to these Cases. Jefferies will, however, continue to provide
professional services to entities or persons that may be creditors of the Debtors or parties in
interest in these Cases, provided that such services do not relate to, or have any direct connection
with, these Cases or the Debtors.
18. Except as otherwise set forth herein, to the best of my knowledge, information,
and belief, neither Jefferies nor any employee of Jefferies: (a) is a creditor, equity security
holder or an insider of the Debtors; or (b) is or was, within two years before the Petition Date, a
director, officer, or employee of any of the Debtors. In addition, none of the Jefferies’
professionals expected to assist the Debtors in these Cases are related or connected to any United
States Bankruptcy Judge for the District of Delaware, the U.S. Trustee, or any person employed
in the office of the U.S. Trustee.
Professional Compensation
19. During the 90-day period prior to the commencement of these Cases, Jefferies
was paid in the ordinary course certain expense reimbursements totaling $5,000 on March 5,
2021.4
20. The Fee and Expense Structure set forth in the Application is consistent with
Jefferies’ typical fee for work of this nature. The fees are set at a level designed to compensate
Jefferies fairly for the work of its professionals and assistants and to cover fixed and routine overhead expenses. It is Jefferies’ policy to charge its clients for all disbursements and expenses
incurred in the rendition of services.
4 Approximately $3,000 in expense reimbursements were unpaid as of the Petition Date. Jefferies waives any right to collect said expense reimbursements.
9
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 11 of 37
21. It is not the general practice of investment banking firms to keep detailed time records similar to those customarily kept by attorneys. Jefferies’ restructuring professionals, when formally retained in chapter 11 cases, and when required by local rules, do, and in these
Cases will, keep time records in half-hour increments describing their daily activities and the identity of persons who performed such tasks. Jefferies will also supplement this information with a list of the non-restructuring professionals who assist the restructuring department on this matter but who do not, as a matter of general practice, keep records in the same manner.
22. The Fee and Expense Structure is comparable to those generally charged by investment banking firms of similar stature to Jefferies and for comparable engagements, both in and out of court, and reflect a balance between a fixed, monthly fee, and a contingency amount which are tied to the consummation and closing of a transaction as contemplated in the
Engagement Letter.
23. The Engagement Letter was negotiated at arm’s length and in good faith, and I believe that the provisions contained therein are reasonable terms and conditions of Jefferies’ employment by the Debtors. With respect to the Engagement Letter’s indemnification provisions, unlike the market for other professionals that a debtor or committee may retain, indemnification is a standard term of the market for investment bankers. The indemnity, moreover, is comparable to those generally obtained by investment banking firms of similar stature to Jefferies and for comparable engagements, both in and out of court.
24. Other than as set forth above and in the Engagement Letter, there is no proposed arrangement between the Debtors and Jefferies for compensation to be paid in these Cases.
Jefferies has no agreement with any other entity to share any compensation received, nor will any be made, except as permitted under section 504(b)(1) of the Bankruptcy Code.
10
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 12 of 37
25. The foregoing constitutes the statement of Jefferies pursuant to section 504 of the
Bankruptcy Code and Bankruptcy Rules 2014(a) and 5002.
[Remainder of page intentionally left blank]
11
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 13 of 37
In accordance with 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct.
Dated: April 7, 2021 Respectfully submitted,
/s/ Richard Morgner Richard Morgner Managing Director Jefferies LLC
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 14 of 37
Schedule 1
Potential Parties in Interest
2
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 15 of 37
Debtors PNC Equipment Finance, LLC CarbonLite Holdings LLC Signature Business Leasing LLC CarbonLite Industries LLC Starlinger & Co Gesellschaft M.B.H. CarbonLite P Holdings LLC Stonebriar Commercial Finance LLC CarbonLite P LLC Susquehanna Commercial Finance, Inc. CarbonLite PI Holdings LLC Toyota Industries Commercial Finance, Inc. Toyota Motor Corporation CarbonLite Pinnpack LLC UMB Bank, N.A. as Trustee CarbonLite Recycling Holdings LLC CarbonLite Recycling LLC Delaware Judges/US Trustee Staff CarbonLite Sub-Holdings, LLC Brendan L. Shannon Pinnpack P, LLC and Christopher S. Sontchi Pinnpack Packaging LLC John T. Dorsey Karen B. Owens Current/Former Insiders Laurie Selber Silverstein Alex Delnik Mary F. Walrath Bahram Nour-Omid Ashley M. Chan Faramarz Yousefzadeh Benjamin Hackman Ira Maroofian Christine Green Kamran Neman David Buchbinder Kim Jeffrey David Villagrana Leon Farahnik, Denis Cooke Mohan Gyani Diane Giordano Professionals Dion Wynn Arnold Porter Edith A. Serrano Force 10 Partners Hannah M. McCollum Jefferies Financial Group Holly Dice Latham & Watkins James R. O'Malley Otterbourg Jane Leamy Pachulski Stang Ziehl & Jones LLP Joseph McMahon Juliet Sarkessian Contract Parties Karen Starr Coca-Cola Lauren Attix Dr. Pepper Nestle Linda Casey Niagara Bottling Linda Richenderfer Pepsi Michael Panacio Nyanquoi Jones Secured Parties Ramona Vinson Bank Leumi USA Richard Schepacarter CA Dept. of Resources Recycling & Recovery Rosa Sierra Emerging Acquisitions, LLC Shakima L. Dortch Mission Economic Development Department T. Patrick Tinker Corp. Timothy J. Fox, Jr. Niagara Waters
Nissan Motor Acceptance Corporation Current Vendors Northpoint TRS, LLC as Agent 2245 Valley, LLC. Olympic Wire & Equipment Co., Inc. 24/7 Office Installations, Inc. Orion Energy Partners Investment Agent 4Imprint PA Economic Development Financing Authority 3
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 16 of 37
805 Transport Inc. Alfredo Amezcua A & R Global Logistics Alfredo Guzman (Freddy) A & R Transport All American Security A Plus CNC Engineering All Size Supply Co. A&R Logistics, Inc. Allan Company A-1 Hesperia Recycling Company Inc. Allan Company A1 Restoration Inc. dba A1 Energy ALLIED ELECTRONICS & AUTOMATION AAA Bounce LLC Allied Electronics, Inc. AAA Forklift Allied Modular Building Systems, Inc. AAA Scene Cleaners LLC Alpha Materials Handling, Inc. AAA WEIGH INC. Alpha Printing AAA Weigh, Inc. Amazing Machinery, LLC ABA Pack USA, Inc. Amazon Abel Bernal AMCP Industrial Supply, Inc. ABF Construction American Automation Able Machinery Movers, LLC American Diamond ABM Electrical Services American Industrial Tire Corp. Abrasive Blasting and Powder Coating American Logistics Group Absalon Hernandez Diaz American Rail Center Logistics ABSOLUTE EXHIBITS, INC. American Scale Co., Inc. Absolute Janitorial Services & Supplies American Starlinger Sahm ACC Business AMERICAN SUPPLY COMPANY Accent Wire-Tie American Transport Group Accent Wire-Tie American Turnkey Fabricators ACCO Engineered Systems AmeriGas Propane LP Accurate Solutions Amino Transport Inc AccuStandard, Inc. Amino Transport, Inc-DO NOT USE AccuStandard, Inc. AMUT Adaptive Engineering & Fabrication Anaabel Mendoza Adobe Systems Incorporated Anchor Fire Protection Co., Inc. ADP Inc. Andalis Resturant ADP, Inc 401K ANDREW KELSALL ADP, Inc. Anglemyer Crane Rental Adrian Gomez Anthem Blue Cross - DK Advanced Environmental Landscape Anthem Blue Cross - DK Advanced Manufacturing & Sales Anthem Blue Cross - MF Advanced Temporaries Inc Anthem Blue Cross - MF Aerzen USA A-OK Pallet Inc Aerzen USA Corporation APH Textile Supplies LLC AFEX Applied Chiller Service, LLC Ag Polymers LLC Applied Industrial Technologies Agforce Transport Services APPLIED INDUSTRIAL TECHNOLOGIES Agforce Transport Services Aracely Salas Agilent Technologies Inc. Arbon Equipment Corporation Ahern Rentals, Inc. Arbor Lite Logistics Air Cleaning Technology, Inc. Armstrong Transport Group, Inc. Airgas USA, LLC Arnold Transportation Inc. Airgas USA, LLC Arrive Logistics Airgas USA, LLC ARRO-JET ENGINEERING & CONSULTING AIRGAS USA, LLC Ashley Davis AIT Worldwide Logistics, Inc. Ashley Walsh 4
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 17 of 37
ASI Health Services Berks Security & Locksmith Assay Technologies Berks Transfer, Inc. Assoc. of Postconsumer Plastic Recyclers Berks61 Owner LLC Associated Foreign Exchange, Inc. Bernell Hydraulics Inc. AT&T Best Bay Logistics, Inc Athens Services BFPE Atila Orellana Binder Atlas Copco BJ Baldwin Electric, Inc. Atlas Van Lines Inc BK Customs Inc. Atmos Energy Corp BK Customs Inc. ATS Logistics BlackBridge Authentic Logistics LLC BlackBridge Investments Autom8tap, LLC BLR AutomationDirect.com BLR Avangard Innovative LP BlueLine Rental, LLC Avenue Logistics, Inc Bluestar Silicones USA Corp Averitt Express, Inc. Bluetech s.r.o. Axle Logistics LLC BMM Transportation, Inc Axle Logistics LLC Boggs Electric Company, Inc B&B PLASTICS RECYCLERS INC. BoReTech B&B Plastics, Inc. Boston Group B2B Industrial Packaging Boston Group, The Badlands Logistics, LLC BPI Consulting, LLC Bagcorpstore.com Bracewell Baghouse & Industrial Sheet Metal Service Brady Worldwide, Inc. Balcones Recycling Brady Worldwide, Inc. Balcones Resources, Inc. Brady Worldwide, Inc. Balemaster Bragg, Geoffrey Kirk Bantam Materials International Brenntag Bantam Materials International BridgeLine Executive Coaching Bantam Materials International Brithinee Electric/Sulzer Electric Banyan Plastics Brown Engineering Banyan Plastics BROWN MACHINE, LLC Banyan Plastics Bruno Folcieri Srl Bauman's Building Supply - Credit Card Buhler Inc BB Precision Machine LLC Buhler Inc. BBI Beau Bureaux Interiors Built Rite Fence Company BBSI - Payroll/Barrett Business Services Inc. Bulk Handling Systems BBSI Payroll Bulk Handling Systems BBSI-Payroll Bulk Handling Systems Bear State Pump & Equipment Bulkmatic Transport BearCom Bunting Magnetics Co. Bearcom BURCHAM INTERNATIONAL CORP. BearCom Communications Inc. Bureau Veritas Beck Oil, Inc. Burkholder Golf Carts LLC Beckart Environmental Busch Consolidated, Inc Beckart Environmental, Inc. Business & Legal Resources Bedrock Logistics, LLC Business Interiors Benavides Welding Works, LLC Buxbaum HCS, LLC Industries BENLIN DISTRIBUTION SERVICES INC BZS Transport Berg Mill Supply Co., Inc. C H Robinson 5
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 18 of 37
C.H. Robinson Company, Inc. Cigna Group Insurance - Life C.H. ROBINSON WORLDWIDE, INC. Cigna Group Insurance - Life C1S Group, Inc. Cigna Health and Life Insurance Company C1S Group, Inc. CIGNA Life Insurance Company of North CA Dept of Tax and Fee Administration America CABKA North America, Inc. Cintas Cal OSHA Cintas Corp Cal Tool and Welding Cintas Corporation No. 101 California Comfort Cintas Fire California Plastics Recyclers Coalition City of Colton California Secretary of State City of Dallas Administrative Civil Citat California Tool & Welding-Lab City of Dallas- Security Alarms California Tool & Welding-Maint City of Dallas Water Utilities California Tool & Welding-WW - Serv O Tek City of Dallas/Fire Permit California Wire Products Corp. CITY OF OXNARD Californians Against Waste Foundation City of Reading Cal-Mesa Steel Supply City of Riverside - Finance Division Camlock Direct City of Riverside Fire Department CANADIAN WAREHOUSE & LOGISTICS City of Riverside, Riverside Police Department INC. City of Riverside-Building & Safety Canon Financial Services CJB International, Inc. Canusa Hershman Recycling Co., LLC Clark Electric, Inc. Cap Logisitics/Worldwide CLARK PEST CONTROL OF STOCKTON Capital Dallas Electric Motor Service Inc INC CareNow Clayton Industries Cargo Chief Inc. Clean Air Specialists, Inc. Carolina Material Technologies, Inc. Clean Harbors Environmental Services Carrier Corp Clean Water Technologies, Inc. Carson Mfg., Co. Clean Water Technology, Inc. Cart Services, Inc. CLEAR EnvironmentalSolutions, LLC Casella Clear Path Recycling Casella Recycling, LLC ClearFreight Inc. Cavalry Logistics ClearFreight Inc. CB Manufacturing/American Cutting Edge ClearFreight Inc. CDW LLC Clover Farms Dairy CellMark Inc. CMR Industrial (James Rusheon) CellMark, Inc. CMT MATERIALS, INC. Certain Underwriters at Lloyd’s Coast Water Technologies, Inc. Champion Electric, Inc Coastal Occupational Medical Group Chapin Mechanical COASTAL OCCUPATIONAL MEDICAL Chardon Laboratories, Inc. GROUP Chesapeake Material Service, LLC COGZ Systems, LLC Chesapeake Materials COGZ Systems, LLC Chicago Title Company COGZ Systems, LLC Chief Logistics, LLC Cole-Parmer Instrument Company CHLIC-Chicago/CIGNA Dental Colonial Electric Supply Company Inc. Christian Brothers Mechanical Services ComCast Cigna Comcast Business CIGNA - DENTAL Comcast Cable Communications Management, Cigna Dental LLC CIGNA Edge - Dental Commercial Lighting Supply, Inc. 6
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 19 of 37
Commonwealth of Pennsylvania Financial Company Coffee Shop De Lage Landen Financial Services, Inc. Compliance First Inc Dealers Electric Supply Co. Comptroller of Public Accounts DEAN R. BROWN Concentra Dedicated Fleet Maintenance, Inc. Consolidated Elect. Dist dba Royal Indus Dei Rossi Marketing Constellation Delaware Franchise Tax Board Container & Packaging Supply, Inc. Delaware Secretary of State Container Recycling Institute Delaware Secretary of State Continental Recycling Corporation Delaware Secretary of State Contractor's Welding Inc. Dell Marketing LP Contractors Welding, Inc Dell Marketing LP Covenant Transport Solutions, LLC Dell USA, LP Covenant Transportation Solutions, LLC DELTA LIQUID ENERGY Covex Personal Supplies LLC Delta Wye Electric, Inc. Cowan Systems LLC Demand Safety Cowboy Welding Service Demand Safety, Inc. COYOTE LOGISTICS DenTech Industrial Coyote Logistics, LLC Department of Environmental Health Coyote Logistics, LLC Department of Food and Agriculture Critical Electric Systems Group, LLC Department of Industrial Relations Cronin Compressor Products LLC Department of Resources Recycling Cross Wrap Department of the Treasury Cross Wrap Ltd DeSoto Janitorial Supply Crossroads Trailer Service, Inc. DH Pace Co Inc Crown Bags, LLC DHL Global Forwarding Crown Bags, LLC Dial Lubricants Crown Lift Trucks Die Cut Direct Container DBA: MB Company Crystal Springs Digi-Key Corporation CST Logistics Direct Energy CTRL Systems, Inc. Discount Forklift Custom Advanced Connections, Inc. Dival Safety Equipment Custom Commodities, Inc. Dixie Plastics, Inc Custom Commodities, Inc. DLA Piper, LLP Custom Polymers Pet, LLC DMN, Inc D&A Maintenance Dog House Trucking, LLC Dallas County Tax Office John R Ames, CTA DOGANAY MOULD TERMOFORM Dallas Knife Works Donna Bloxom Danair, Inc. Dorstener Wire Tech Inc. DanCar Industrial Group Dorstener Wire Tech Inc. Daniel A Delgadillo, Gardener Dragon Fire Protection Services, Inc. Daniel Lir DBA Dolce Films Drain-Net Technologies Danielle Zelko Drinker Biddle & Reath LLP DarkStar Logistics, LLC DSC Solutions Data Technology Solutions, LLC DTSC/Department of Toxic Substance Control David Amezcua - CHECK Dullard Industrial Products, LLC dba AMERICAN MACHINERY MOVERS Dunamis Forklift Tires dba MARCO ASSOCIATES, LLC DURIS CORPORATION dba SEASONS DXP Enterprises, Inc. DC Bearings & Supply Co., Inc. Dynisco De Lage Landen Fiancials Service /DLL Dynisco Instruments LLC 7
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 20 of 37
Dynisco Instruments LLC Fairmont Logistics LLC E and M FAIRMONT LOGISTICS LLC Eagle Fire Extingisher Inc Fast Signs Eagle Resources, LLC Fastenal EARTHx, Inc. Fastenal Echo Global Logistics, Inc. Fastenal Company - PPE Vending Machine Economic Alternatives, Inc. Fastenal Company - Regular Account EcoSmart Solutions, Inc. Fastsigns Eddie Deen & Company Catering Fauske and Associates, LLC Eddie Enero - CHECK FCC Environmental-Settlement Edward S. Babcock & Sons, Inc. FCC Fomento de Construcciones DAL1028 eFactor 3, LLC Fed Ex Eisbar Trockentechnik GmbH Fed Ex Freight Eisenbeiss Inc FedEx Ekman Recycling FedEx ELECTRONIC SYSTEMS SPA FedEx Freight Elizabeth Cepeda FERCO COLOR Elway Industries, Inc. Ficcadenti Waggoner & Castle Employee Solutions Arlington LLC Fiesta Village EMPLOYERS ASSURANCE CO. Fire Sprinkler Installers Employment Development Dept First Aid 2000 Endur Contractors, LLC Fisher Scientific Company LLC Energy Environmental Solutions, Inc Fisher Scientific Company LLC Engie FitzMark, Inc. ENGITECS SAS. Fleet Yards Inc. Environmental Compliance Products Fleetwood Transfer, Inc Erema North America Inc. FLO TRANS Erema North America Inc. Flor Elizabeth Espinola EREMA NORTH AMERICA, INC. Flowserve US Inc Eriez Manufacturing Force Ten Partners LLC Eriez Manufacturing Co Foundation Marketing Group Eriez Manufacturing Co. Franchise Tax Board Erik Sekelsky Frank Recruitment Group, Inc. ERIKS NA, Inc. (Lewis-Goetz) Frasco Inc ESPI (Enterprise Systems Partners, Inc.) Frasco Profiles Eureka Recycling Frasco Profiles Evans-Brown Frigel North America, Inc Ever Morales Frigel North America, Inc. EVERRANK INVESTMENT GROUP INC. FROMM Electric Supply Corp Everrank Investment Group, Inc. Frontier Transport, NA LP Evolution Mechanical G&C Forklift Inc. Evoqua Water Technologies LLC G/M Business Interiors Evoqua Water Technologies LLC Gage Personnel Services Evoqua Water Technologies LLC Galco Industrial Electronics Exact Staff, Inc. Gary D Wolfe Excal Visual, Inc. GC Pallets, Inc. Express Air Freight GEA Mechanical Equipment Express Employment Professionals Gerard Daniel Worldwide Express Pipe & Supply Co., Inc. Gerber Transport - DO NOT USE FAEGRE DRINKER BIDDLE & REATH LLP Gerber Transport Group LLC Fairmont Logistics Giant Supermarket 8
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 21 of 37
Global Equipment Company Hatfield and Company, Inc. Global Equipment Company Inc. Healthpointe Med Group Inc dba First Care GLOBAL EQUIPMENT COMPANY INC. Hector Garcia Global Industrial Equipment Heidi Montero Global Medical Instrumentation Heritage-Crystal Clean Inc Global Plastics Recycling Inc. Heritage-Crystal Clean, Inc. Global Technology & Engineering LLC Himes Service Company Inc GLT Transportation Group, LLC Hogentogler & Co., Inc Go Green Industires, Inc. Holifield Janich Rachal & Assoc, PLLC Gold Coast Environmental Home Depot Golden Bear Recycling LLC HONG ZU MOULD ENTERPRISE CO.,LTD Golden Bear Recycling, LLC Hopkins Technical Products, Inc. Gordon, Kieno H. Hose Fixers Inc Gorilla Logistics Hose-Man, Inc. Gorilla Logistics C/O Wex Fleet One Howard Roofing Company, Inc. Gottlieb, Inc. HPC Industries GP Harmon Recycling LLC HPC Industries LLC GP Harmon Recycling LLC HPC INDUSTRIES LLC Grainger HPC Industries, LLC Grainger HPC Industries, LLC GRAINGER Hub Group, Inc. Grainger Inc Hughes Associates, Inc. Granite Telecommunications Hunter Assoc Laboratory, Inc. Granite Telecommunications HunterLab Grapevine Golf Cars LLC HunterLab Greater Reading Chamber Alliance Hyde Tools Inc. Green Fiber International Hyperplastics Mexico Green Impact LLC IBC Tote Recycling LLC Green Impact LLC IC2T - Intelligent Combustion Control Green Stuff Absorbent Ideal Machining and Supply Greenovative USA Corporation IHS Global Inc. Grind Time Tees IMBB USA, LLC Gross McGinley LLC IMBB USA, LLC GSI Group, Inc Indeed Guardian Life Insurance Company Indeed, Inc. Gulf Relay LLC Indorama Ventures Sustainable Solutions - H&B Industries, Inc. Fontana Haaker Equipment Company Inductive Automation LLC Haas Factory Outlet Industrial Hearing & Pulmonary Management Hach Company Industrial Metal Supply Co. Hach Company (aka) INDUSTRIAL METAL SUPPLY CO. Hanks Machinery Movers Inc. Industrial Tire DFW LLC Hanna Instruments Ingersoll Rand Hapag-Lloyd America, LLC Ingersoll Rand Company Harbor Freight Tools Ingersoll-Rand Industrial U.S. Inc Harrell Industries Incorporated Inland Pacific Electrical Contractors, Inc. Harrington Industrial Plastics LLC Innovative Material Handling Systems Harrington Industrial Plastics LLC Inter Ocean Logistics USA, Inc HARRINGTON INDUSTRIAL PLASTICS International Forklift Company Inc. LLC Interroll Corporation Hart 2 Hart Safety Interstate Trailer Sales, Inc. 9
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 22 of 37
Intertape Polymer Corp. Lawrence Roll Up Doors, Inc. Intertape Polymer Group LAWSON PRODUCTS INC. Intra Links Leech Tishman Fuscaldo & Lampl, LLC Intuit/Quickbooks LEECH TISHMAN FUSCALDO & LAMPL, J & D Forklift LLC J Thompson Electric Lehigh County Industrial Development J&G Supply, LLC Authority Jackrabbit Logistics LLC Lehigh University Jacob Acosta Lexmar Distribution, Inc. Jacob Tubing LP Liberty Environmental, Inc. JB Pallets Liberty Fluid Power Inc. JCC Video Security Systems LIBERTY PACKAGING JCC Video Security Systems, Inc. Lift, Inc JD Machinery Moving & Rigging LLC Lifting Gear Hire Corporation Jeff Walsh Linguistic System, Inc. Jeffery Advisors, LLC LinQ Transport Jennings Alberts Linquistic Systems, Inc. JETAIR TECHNOLOGIES, LLC Lion Industrial Properties JMD Recycling Services Inc. Littler Mendelson, PC JMG Security Systems, Inc. LJ's Access Systems, Inc. Jose Perez Almendaris LM Robbins Company, Inc. JOSE REYES SERVICES Loaned Earth Juan Hernandez Recycling, LLC Loaned Earth Recycling JUAREZ PALLETS Loaned Earth Recycling Kaeser Compressors, Inc. Lone Star Forklift Kaiser Martin Group Longino Public Finance KAMAN INDUSTRIAL TECHNOLOGIES Longino Public Finance Katten Muchin Rosenman, LLP LSL Scale Repair Keco Inc. Lubo USA, LLC Ken's Lock & Key - ASAP Lock & Safe Luckey Transfer LLC Keyance Corporation of America Lule's Air Conditioning Kice Industries, Inc. Luxury Auto Leasing KIEFER Werkzeugbau GmbH M & L Plastics, Inc. King of Freight LLC M2 Logistics Inc. King of Freight LLC M2 Logistics. Inc Kingdom Trucking Maag Automatik Inc. Kings Express, Inc. MAAG AUTOMATIK INC. Klehr Harrison Harvey Branburg LLC Maag Automatik, Inc Kluber Lubrication, NA, LP Maag Group Knobbe Martens Olson & Bear LLP MacDermid Enthone Industrial Solutions KNOBBE MARTENS OLSON & BEAR LLP MacDermid Incorporated KRE Security LLC MacDermid Incorporated KRS Recycling Systems Inc. Madden Manufacturing, Inc. KT Resources Magid Glove & Safety Mfg. Co. LLC Kuzan's True Value Hardware Magid Glove and Safety Mfg. Co. L.A. GRINDING CO., INC. MAGNUM FENCE AND SECURITY, INC. LA Grinding Company, Inc. Major Science/Winpact Scientific, Inc. Label Universe MAKU AG Lake View Visual LLC MALTACOURT CANADA LTD. Lampo SA Mama's Pizza and Grill Lathem & Watkins, LLP Manbro 10
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 23 of 37
Manley's Boiler LLC Miles Chemical Company, Inc. Marck Industries, Inc. Minitab, Inc. Marglen Industries Inc Mission Economic Dev Corp Marin's Mobile Service Mission Linen Supply Mark Metals Mister Sweeper LP MARLIN SOFTWARE LLC Miura America Co LTD Martin World Logistics, Inc. Miura America Co, LTD Mason Avenue Investments, LLC MJH TOOLING & DIE Material Handling Exchange, Inc. Mode Transportation LLC Matrix Coating Solutions Mode Transportation, LLC DO NOT USE MAXCESS AMERICAS, INC. MoLo Solutions McAfee Consulting LLC MoLo Solutions LLC McGinnis Lumber Monster Worldwide, Inc. McGrath's Monteleone & McCrory LLP McKinley Equipment Corp Morgan Stanley/The CW Group Mckinney Trailer Rental Morrison Supply Company/MORSCO McKinney Trailer Rentals Motan, Inc. McKINNEY TRAILER RENTALS Motion Indiustries, Inc. McMaster-Carr Motion Industries, Inc. McMaster-Carr Supply Co Motion Industries, Inc. McMaster-Carr Supply Company MOTION INDUSTRIES, INC. McMASTER-CARR SUPPLY COMPANY Motor Control Center MCR Technologies, Inc. Mr. Crane MD Environmental Inc. MSC Industrial Supply Med - Tex Services MSC Industrial Supply Co Media Partners MSC INDUSTRIAL SUPPLY CO. INC. MEI Rigging & Crating LLC Muhlenberg Township Authority Met Ed Mullen & Associates Inc. Met Ed - 100138246267 Mullen & Associates, Inc. Met Energy Services Multi Service Technology Solutions. Metal Supermarkets- Dallas Munters Corporation Metro Air Conditioning Heating & Services N J Malin & Assoc Mettler-Toledo Nahai Insurance Services Mettler-Toledo, LLC Nahai Insurance Services, Inc. Mi Casa Su Casa Cafe LLC Nahai Insurance Services, Inc. Michael Freer NAHAI INSURANCE SERVICES, INC. Michael Mussomeli NALCO MICHAEL R. SHEVLIN Naomi Levy Michael R. Shevlin Law Office NAPCOR Michael Spencer NASON'S LOCK & SAFE, INC. Michael Teslevich National Gear Repair Inc. Michael's Keys National Recovery Technologies (NRT) Michele Diaz National Registered Agents Microsoft Corporation National Registered Agents, Inc. Midland Davis Corp National Registered Agents, Inc. Midwest Knife Grinding, Inc National Safety Compliance Midwest Knife Grinding, Inc. Nationwide Boiler Inc. Midwestern Industries, Inc. NAT'L LIFT FLEET LEASING & SALES MILES CHEMICAL COMPANY Nederman, LLC Miles Chemical Company Inc. Nestle Waters North America Miles Chemical Company Inc. Nestle Waters North America, Inc. 11
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 24 of 37
New Century Beverage/PepsiCo Global PACKAGING CORPORATION OF New Egg AMERICA New Pig Pagoda Apparel - Cure Sports LLC Neway Packaging Corporation Palm Occupational Medicine Newport CH International, LLC Pal-Serv of Dallas, LLC NiTel, Inc. Pamco Machine Works, Inc. NOLAN TRANSPORTATION GROUP, INC. Pan American Wire, Inc. Nolan Transportation Group, LLC Paragon Industrial Controls, Inc. Noll Pallet & Lumber Co. Party City North Texas Welding & Repair, LLC Patricia Hatem Northern Tool & Equipment Patton's Steel Supply Novatech Inc. Paula Treat Novatech, Inc. PayPro USA, Inc. Novian & Novian, LLP PD Contracting Novian & Novian, LLP Pegasus Personnel LLC Novian & Novian, LLP Pelletron NOVIAN & NOVIAN, LLP Pelletron Corporation Novian and Novian, LLP Pelletron Corporation Oakland Instrument Corporation Pennsylvania Careerlink - Berks County Oakland Instrument Corporation PerkinElmer Life Sciences, Inc. Oakley Port 33, Inc. PerkinElmer Life Sciences, Inc. Oakley Trucking, Inc. PerkinElmer Life Sciences, Inc. Oberlin Filter Company Perot Logistics LLC OCI INTERNATIONAL INC. Perpetual Recycling Solutions, Inc. ODC TOOLING & MOLDS Perpetual Recycling Solutions, LLC Odessa Pumps & Equipment Phenomenex Inc Office Service Company Phenomenex Inc. Office Solutions Phila OccHealth/DBA Worknet Occ Med Oklahoma Tax Commission PIHV Mountain Creek, LLC. Old Dominion Freight, Inc PIP Printing - Riverside Olivares, Nelly Pipeworks & Facilities LLC Olympic Wire & Equipment, Inc. Pitney Bowes/Purchase Power One Miracle Property Plastic Express Opt 4 Group Plastic Express Cali Optima Scale Manufacturing, Inc. Plastic Recycling Corp of California Orkin Plastic Recycling Corp. of California Orkin - Oxnard Plastic Technologies, Inc Orkin - Riverside Plastic Technologies, Inc. Orkin Pest Control Plastics Analytical Laboratory Orrick, Herrington & Sutcliffe LLP Plastics Process Equipment OTR Transportation, Inc. PLAZTECA, S.A. DE C.V. Overall Supply, Inc PNC EQUIPMENT FINANCE, LLC Oxnard Public Utilities POLYQUEST, INC. P & W Quality Machine, Inc. Pop A Lock of Riverside County PAARANG US INC Potential Industries, Inc. Pace Analytical Services, LLC Power Brokers, LLC Pacific Coast Machinery Power Transmission Specialties Pacific Coast Propane Power Transmission Specialties PACIFIC PAPER TUBE, INC. Powers Brothers Machine, Inc. PACIFIC WATER CONDITIONING PQ Recycling, A Polyquest Company Pacific Western Bank Praxair Distribution Inc. 12
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 25 of 37
PRECISE PERSONNEL, LLC Recycling Equipment Inc Precision Acoustics & Drywall Red River Logistics LLC Precision Instrument Correction Inc. Red Wing Business Advantage Preferred Office Products, Inc Red Wing Shoes Premier System Integrators, Inc. Redhawk Transportation Inc. Premier Trade Solutions, Inc. Reed Smith LLP PREMIER TRAILER LEASING, INC. Reed Smith LLP Presto-X Reed Smith, LLP Prime Plastic Products, Inc Reed Smith, LLP Prime Plastic Products, Inc. Reign Industries, Inc. Prince Technologies REM INC. PRO FARM TRUCKING, INC. RePET Inc. Pro Farm, FLC RePET, Inc. ProLogis Management, LLC REPI LLC Protect It First Aid & Safety, LLC Repi LLC PROVOAST AUTOMATION CONTROLS Repi, LLC Prudential Overall Supply rePlanet, LLC PSI Replenysh, Inc PSL-Rheotek USA Inc. Replenysh, Inc. Pumping Solutions, Inc. Republic Services Purvis Bearing LTD Resource Equipment Co. QUALITY FREIGHT LOGISTICS, INC. Restek Corporation QUALITY PACKAGING & SUPPLIES, INC. Revel Environmental Manufacturing, Inc. Quality Transport Inc. Rhino Networks Quality Weigh Systems Rich Costa QUILL CORPORATION Rich Costa Quill LLC Ricova International Inc Quill LLC Right There Services, Inc. Qusay Al-Shaikhli Rise Equipment, LLC R&L Truckload Services, LLC River City Wood Products, LLC R.B.DWYER CO., INC. Riveron Consulting R2 Logistics, Inc. Riverside County Treasurer R2 Logistics, Inc. Riverside Public Utilities Racer Hot Shot, Inc. RMS Marketing Services, LLC Radwell International, Inc. Roadrunner Transportation Services Rainbow Bolt & Supply, Inc. Rob Gamberg Ralph Chandler & Associates Roberson, Angela Ramcast Ornamental Supply, Co. Inc. ROBERT R. BARAJAS Ramos, Steve Roberto De La Cruz Randstad Company/Tatum Rockwell Engineering and Eq Co, Inc. Randstad North America dba Tatum Rolf Koerner LLC Rankin Quality Logistics Rolf Koerner, LLC Rapid Transport Services LLC Rolf Koerner, LLC Ray's OK Tire, Inc. Romero's Engineering Inc. Reading Area Community College Rosetta Stone Ltd. Reading Bearing & Drive Solutions, Inc. Rossi North America Reading Sanitary Wiper Roto Rooter Ready Refresh by Nestle - Coffee Service Roto-Rooter Service & Plumbing Ready Refresh by Nestle - Filtration Service Royal Industrial Solutions ReadyRefresh by Nestle Royal Wholesale Electric ReCommunity RPI Deputy Inspecitions, Inc 13
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 26 of 37
rPlanet Earth Los Angeles LLC Simsmetal East LLC RR Products Sioux Services, LLC RSM US LLP Slaymaker Rentals & Supply Company Runyon Service Prep SMI Scientific LLC Runyon Surface Prep Co., LLC SMITH CORONA Rusco Hydraulics, Inc. So Cal Gas Co Russell Madden Inc SoCalGas RV Sheet Metal Inc. Solarwinds Worldwide, LLC Ryan Process, Inc. Solberg Manufacturing, Inc. S&N Labs Solid Waste Services DBA JP Mascaro & Sons S&W Plastics, Inc. Solve S.A. Comunale Co., Inc. Sonicwall Service S.O.T. Abrasives & Equipment Sorema, Division of Previero Saia Motor Freight Line, Inc. Sorema, Division of Previero Sala Air Conditioning SOURCE ONE PACKAGING, LLC Sam's Club South Coast AQMD Samstag Sales Southeastern Freight SAMUEL HONG Southern Bracing Systems LLC Santa Fe Machine Works, Inc Southern California Edison Sargent’s Wrecker Truck and Auto Repair SOUTHERN CALIFORNIA EDISON Sarro, Marco COMPANY Savage Logistics Southern Packaging LP Schaedler Yesco Distribution, Inc. Southwest Toyota Lift Scherzer International Southwest Toyota Lift Schiff Hardin, LLP Spayds Greenhouse, Nursery & Floral Schneider National Carriers SPG Vending Solutions Inc Schneider National Carriers, Inc. Spiroflow Scotlynn USA Division, Inc SSD Alarm -Security Signal Devices, Inc. Scrap Management, Inc. SSI Shredding Systems, Inc. Securitas Electronic Security, Inc SSRP LLC Security 101 Dallas Staci Westerhoff Security Signal Devices, Inc. (SSD, Inc.) Staffing Force Serrano, Ivan (W-9) STANDARD INDUSTRIES Service Waste Inc. Staples Sesotec Inc. Staples Business Credit SFP Online Staples Inc. SHELL ENERGY NORTH Starlinger AMERICA(US),L.P. Starlinger - American Shermco Industries Inc State Water Resouces Control Board Shine Logistics Services LLC Stericycle, Inc. Shipp Belting Company LLC Sterling Machinery Exchange Shoppas Material Handling, LTD Steven Garcia Shoppas Material Handling, Ltd Stonebriar Commercial Finance Shorr Stonebriar Commercial Finance Sidley Austin LLP STONEBRIAR COMMERCIAL FINANCE Sidley Austin LLP Stradling Yocca Carlson & Rauth Sidley Austin, LLP Strive Logistics Siemens Industry, Inc. Sunbelt Rentals Sigma Recycling, Inc. SunBelt Rentals SILVAS OIL COMPANY INC. Sunbelt Rentals, Inc. Simsmetal East LLC SUNBELT RENTALS, INC. 14
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 27 of 37
Sunteck Transport Co, LLC Towards Zero Co. SUPERIOR SANITARY SUPPLIES Toyota Finance #1 Supply Chain Services, LLC Toyota Financial Services Supply Chain Services, LLC Toyota Financial Services #1 SwiftTech Solutions, Inc. Toyota Financial Services #2 SWRCB FEES TrainUp.com Sylvia Sifuentes TranPak Inc. System Packaging Co, Inc. Transend Logistics LLC System Packaging Co., Inc. Trans-Environmental Services, Inc. SYSTEM PACKAGING CO., INC. Transfix, Inc. Tanya Tanadhi Transgroup International Tax Advisors Group LLC TRI COUNTY TOOL INC. TD Metal Fabricators TRIA AMERICA INC Telenet VOIP, Inc. Tria America, Inc. Tempco Electric Heater Corp Trigon Plastics, LLC Teocal Transport, Inc. Trimax Terry's Testing, Inc. Trimax Systems, Inc. Texas Department of Agriculture Trinity Logistics Inc Texas Disposal Systems Trinity Logistics Inc. Texas Mutual Insurance Co TRINITY LOGISTICS, INC. Texas Process Equipment Trinity Packaging Supply LLC THE BUSINESS LEGAL GROUP Tripoint Logistics LLC The Cary Company Truck Rail Handling Inc. The Cope Company Salt Tulco The Lubrizol Corporation Tummy Stuffer The Lubrizol Corporation UBER FREIGHT LLC The Restaurant Store Uber Freight, LLC THERMOFORMER PARTS SUPPLIERS UE Systems THERMOFORMING SYSTEMS LLC UE Systems, Inc. Thomas Bavaria UGI Utilities Thomas Fronina ULine Thomas Scientific Uline, Inc. Tier Rack Corporation Uline, Inc. Tigunia, LLC UMB Bank Tim Guzzy Services, Inc Una-Dyn Tim Guzzy Services, Inc. UniFi Manufacturing Inc. Tinius Olsen Testing Machine Co UNIFIRST CORPORATION Titus Manufacturing Services, Inc. UniSensor Tlacuani Mexican Restaurant UNISensor TM Bailey Services LLC United Mechanical T-MOBILE UNITED POLYMERS INC. Toner World United Rentals, Inc.-fka BlueLine Rental Tonkin Plumbing, Inc. United Riggers & Erectors, Inc. TOOLING TECHNOLOGY, LLC United Site Services Of CA, Inc Top Trans Logistics, LLC United States Plastic Corp Torque Tools, Inc. United States Post Office Total Fire & Safety Inc Universal Dynamics, Inc Total Quality Logistics UNIVERSAL DYNAMICS, INC. Total Quality Logistics, LLC Univoip TOTAL QUALITY LOGISTICS, LLC Univoip, Inc. Total Recycle, Inc. Univoip, Inc. 15
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 28 of 37
Unix Packaging Inc Waste Management Upper Macungie Township Wastequip UPS Customs Brokerage Wawa UPS Supply Chain Waxie Sanitary Supply UPS Supply Chain Solutions, Inc. Weavers Hardware Company US Dept of Labor Webstaurant Store US Express Printing Wedge Electric, Inc. US Scrap Management, Inc. Weichslbaum Engr-Gernot Weichslbaum USA Bluebook Wells Fargo Equipment Finance Used Cardboard Boxes, Inc. Wells Fargo Equipment Finance Valemi, Inc. WELLS FARGO EQUIPMENT FINANCE Van Dyk Recycling Solutions Wendi Hataloski VC TAX COLLECTOR WEST COAST AIR CONDITIONING Vega America Inc. WESTERN HYDROSTATICS INC. Venezia Wheaton- DWK Venezia Logistics Whiting & Associates, Inc. Ventura County APCD WILLDAN ENERGY SOLUTIONS, INC. Verdeco Recycling, Inc. Wilson Company Verdeco Recycling, Inc. Wirz & Company Veritiv Logistics Solutions WM Recycle America, LLC Verizon Wonderlic Inc. Verizon Wireless #1 Work Wear Safety Shoes Verizon Wireless #2 WorldWide of New York, Inc. Verizon Wireless #3 Worldwide USA Company Verizon Wireless #4 WTB Solutions Verizon Wireless #5 WTB Solutions, Inc. Verizon Wireless #5 WW Painting & Construction VFK Head Corp. Wyse Logistics Inc. VFS Fire & Security Services Xpert Safety Vijendra Siddhi XPO Logisics, LLC Vision Service Plan XPO Logisitics Vision Service Plan - (CA) Yeager Supply, Inc. VISION SERVICE PLAN - (CA) Yokogawa Corporation of America Vision Services Plan - VSP Your Storage Solutions, Inc. VJ Siddhi YRC Freight Vortex Colorado, Inc YRC Freight, Inc Vortex Industries, Inc. ZDS Communications VORTEX INDUSTRIES, INC. ZEE MEDICAL SERVICE CO. VULCAN PLASTICS TECHNOLOGY CO. ZEMARC CORPORATION LTD. Zenith Cutter Co. VWR Funding, Inc. Zenith Cutter Inc VWR International Zerma West, LLC VWR, Part of Avantor Zerma/Bioenergy Technology, Inc. W B Mason Co Inc Zoro W. W. Cannon, Inc Zoro Walnut Industries, Inc. Zoro Tools Inc. Walters Wholesale Electric Warner & Warner Inc. Additional Parties in Interest Warner & Warner, Inc. 3D SYSTEMS INC. Waste Connections of Texas 4Refuel US LLC Waste Management A Plus Industrial Install (Surpass Inc) 16
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 29 of 37
A&K Transport, LLC Assessment Counselling Services A-1 Freight Systems ASWELL TROPHY ABSOLUTE JANITORIAL SERVICES Austin, Julie ACC COATINGS, LLC AutoZone Accountemps AVENUE LOGISTICS, INC. Action Enterprise Logistics LLC AVIAN (USA) MACHINERY, LLC ADAPTIVE ENGINEERING & FABRICATION, AWC ADOBE INC. AXSUN CORP ADP - 401K Bace ADP, LLC BADGER PLUG COMPANY ADT PRODUCTS, INC. Bank Leumi AJULIA EXECUTIVE SEARCH BANK LEUMI USA AKKT TOOL, INC. BC LABORATORIES, INC. Albar Trucking Inc BDO Alert Patrol Midwest, Inc. BDO USA, LLP Alex Saldivar - CHECK Beemac Inc. ALLIANCE FINISHING & MFG BELMARK INC Alliance Funding Group Inc BIO-ACOUSTICAL CORPORATION ALLIED ELECTRICAL SERVICES, INC. Blades Machinery Co. Inc Allied Fence Co BLADES MACHINERY CO. INC. Allied Modular Building Systems Inc. Blitz Express LLC ALL-PHASE ELECTRIC SUPPLY Blue Rock Construction ALL-VAC INDUSTRIES, INC. BLUE STREET CAPITAL LLC Ally Logistics BlueGrace Logistics LLC Altra Medical Corporation BLUM & SONS ELECTRIC, INC. AM Trans Expedite BOSS TECH REFRIGERATION INC. AMERAVANT INC. Brock Transportation LLC American CleanStat, LLC Bryan Ramos American Cutting Edge Buchanan Hauling & Rigging Inc AMERICAN EXPRESS BUFFALO BISONS CHARITABLE FOUNDATION American LaboratoryTrading, Inc. BUNZL DISTRIBUTION SOUTHWEST, LP American Logistics Group, Inc. C&J TOOL & MANUFACTURING CO. AMERICAN MACHINERY MOVERS C&R LANDSCAPE, INC. AMERICAN RESEARCH SPECIALTY PRODUCT CA DEPT of TAX & FEE Admin(CDTFA) AMERICAN WAREHOUSE EQUIPMENT, INC. CA Dept of Tax and Fee Admin AMERIKEN DIE SUPPLY, INC. CA STATE UNIVERSITY CHANNEL ISLANDS AMPACET CORPORATION CAD/CAM CONSULTING SERVICES INC. AMR PLASTICS, INC. CAL CHAMBER OF COMMERCE AMTRUST NORTH AMERICA CALIFORNIA AIR COMPRESSOR COMPANY Anabell Celeste Solis California Franchise Tax Board ANCHOR DANLY CALIFORNIA MATERIAL HANDLING Anderson Transportation and Logistics LLC CalRecycle Angelina Figueroa Caltex Logistics Inc Ani Patwardhan Cannon & Cannon Industrial Apex TITAN Cannon Ergos S.p.A. APPLIED TECHNICAL SERVICES, INC. CANTECH INDUSTRIES, LLC ArcBest CAPCO ANALYTICAL SERVICES, INC. ARMADA SALES, LLC CarbonLITE Holdings Armani Transport Inc CARBONLITE HOLDINGS LLC Armorstar Unlimited, LLC CarbonLITE Industries LLC ARROWHEAD ELECTRIC COMPANY CarbonLITE INDUSTRIES, LLC 17
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 30 of 37
CarbonLITE Industries, LLC - Zero Dollar Transact Cyntox LLC CarbonLITE Industries, LLC. D & M Forklift Service CarbonLITE P D'Adam, Ed CarbonLITE P LLC Dallas Regional Chamber CarbonLITE PA Dallas Star Vending Company CarbonLITE Recycling DAVID L. LEINEWEBER CarbonLITE Recycling Foundation, LLC David Valle CARBONLITE RECYCLING LLC Dedicated Logistics Services, LLC CarbonLITE Recycling, LLC DEININGER CONSULTING SERVICES Cardinal Metals Inc. DELL INC. Carreno, Eric DELUXE CORPORATION Caru West Gulf Containers, LLC DENMAC INDUSTRIES, INC. CATTORINI COSTRUZIONI MECCANICHE SR Development Corporation of Abilene CDW DIRECT LLC DIAL SECURITY CED dba ROYAL IND SOLUTIONS-VENTURA Diana Rivera CEDARWOOD YOUNG dba ALLAN COMPANY Die Cut Direct Container CE-DFW DIMENSION X DESIGN, LLC CENTRAL VALLEY PACKAGING & SUPPLY Direct Connect Logistix Inc. CENTURY GROUP PROFESSIONALS, LLC DIVERSIFIED BRONZE & MANUFACTURING CENTURY PACKAGING CO. INC DIX MACHINE SHOP INC. CESAR MARTIN HARO DJS SPECIAL INSPECTIONS, INC. CFE SALES COMPANY, INC. DO RITE FABRICATION Cherokee Pallets DOALL CHLIC-Chicago DONALDSON COMPANY, INC. Chris Sirls DONLON PLUMBING, INC. CHT USA INC. DOUBLE E COMPANY Cigna Dental Insurance DOW CINTAS CORPORATION # 684 Drina Trans Inc. City of Dallas-High Risk Regist/Inspect DSV ROAD INC. CNN PLASTIC SYSTEM CO., LTD DXP Enterprises, Inc Cole-Parmer Instrument Company, LLC DYNISCO INSTRUMENTS, LLC. COMBI PACKAGING SYSTEMS LLC E Shipping LLC Commerical Protective Services, Inc EADS Common Sense Solutions, Inc. Eagle National Steel CONAIR CORP. EARLE M JORGENSEN CO. CONSULTING WEST East West Bank Contractors Welding EASYPAK LLC CONTROL CONCEPTS ECHO GLOBAL LOGISTICS INC. Corporate Traffic Inc Eclipse Professional Services Corrales, Melissa EDWARD W. LOCHARY CRAFTSMAN CUTTING DIES, INC. eFactor3 Crain Communications, Inc. eFACTOR3, LLC Cricket Ventures ELITE GATES Crossroads Family Restaurant ELITE METAL FINISHING LLC Crown Packaging Corporation Elliott Electric CT CORPORATION SYSTEM E-MC Electrical Services CTRL Systems Inc Emergency Environmental Services, LLC Cuccia Wilson PLLC Emerging Acquisitions, LLC Culligan of DFW EMF Company Cummings Electrical, L.P. Endurance Risk Solutions Assurance Co. CURTIS WELDING ENTEC POLYMERS 18
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 31 of 37
ENVIRO MANUFACTURING, INC. GRAHAM ENGINEERING CORPORATION Erema North America GRAPHIC PRODUCTS INC ERIC WERBALOWSKY Graphic Products, Inc. ESPINO ROOFING INC. GREAT PLAINS ANALYTICAL LAB Eternity Solutions LLC GREATER YUMA EDC ETTLINGER NORTH AMERICA, LLC GREATWAY ROOFING, INC. EVALUATION SERVICE, INC. GREEN FIBER INTERNATIONAL INC Evergreen Plastics Greentree Transportation Co EXPRESS SERVICES, INC. Gregg Milhaupt EXTRUSION CONTROL & SUPPLY, INC. GREGG OLSON/dba SmartCAMcnc EZ BEARING LLC Grijalva, Jorge F.G. WILCOX, INC. HANCHETT PAPER dba SHORR PACKAGING FAIRWEATHER HEATING & AIR CONDITION HANIL P&P Farabee Law PC HARRY McGREGOR Farahnik, Leon Hatch FASTENAL COMPANY HAWK RIGDE SYSTEMS FastSigns- Grand Prairie HEYTEX USA FCC Environmental Services HOU2065 High Tide Logistics FCC Fomento de Construcciones DAL2057 HI-LINE INC. Fears, Sydney Hippo Hopper Federal Insurance Company HoF Equipment Company Federal International Recycling & Waste HOOVER TRANSIT INC FERGUSON ENTERPRISES, INC. #1350 HUFFMAN ENGINEERING, INC. FERNANDO ANAYA Hurricane Waste Systems FIESTA COCINA ICW GROUP Fire Hydrant Servicing IDB Bank Fireman's Fund Insurance Company IMAGE GEAR First American Title Insurance Co. IMPERIAL RUBBER PRODUCTS, INC. FocalPoint IMS COMPANY Forberg Scientific, Inc INDEPENDENT THERMAL SOLUTIONS, INC. Force10 Partners Indorama Ventures Sustainable Solutions F FORSTER PRECISION TOOL, LLC INDUSTRIAL REPAIR SERVICE, INC. FORTNER PRECISION, INC INFINITYQS INTERNATIONAL, INC. FRASCO, INC. Innovative Recycling Solutions, LLC Freight Solutions INTERNAL REVENUE SERVICE FRONTIER INTERNATIONAL PAPER COMPANY FUTURE ALLOYS, INC. INT'L DAIRY-DELI-BAKERY ASSOCIATION GAGING & SOFTWARE TECHNOLOGIES, INC Isabels Services Gateway Logistics Inc. IWASAKI IMAGES OF AMERICA GDI PACKAGING SOLUTIONS J.B. HUNT TRANSPORT, INC. GENERAL INDUSTRIAL TOOL & SUPPLY J.SUN PRINTING General Transport, Inc. Jackson, Kevin Gertima Jakebrake Logistics LLC Giant Sign JAN-PRO CENTRAL COAST GILSON COMPANY INC JBS Logistics & Warehousing, Inc GLOBAL SALES & WAREHOUSING LLC JCC Video Security Systems, Inc Global Test Supply LLC JET DELIVERY, INC. Go to Truckers, Inc. JIANJIE FANG GOLD COAST STEEL & SUPPLY, INC. JM HYDRAULICS, INC. GOLD COAST TREE SERVICE, INC JOHN LISEE PUMPS INC. GOLDENROD CORP JOHN MORRISON 19
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 32 of 37
JOHNSON CONTROLS Meza, Jesus O. Johnson Equipment Company MICRO EPSILON AMERICA, LP Jose Franco Midwest Trucking Logistics Jose Valle - CHECK Milagro Rubber Co Inc JOYCE/DAYTON CORP. Milhaupt, Gregg JULES AND ASSOCIATES, INC. Mindy F. Berman Communications JUSTMAN BRUSH COMPANY Mission Economic Development Corporation JY SOLUTIONS, INC. MODERN DISPERSIONS, INC. Kaeser Compressors Inc ModSpace KAIROS LOGISTICS, INC. Monique Loredo Kessler Pie Co. Monteleone & Mccrory, LLP Keystrokes Inc MRO ELECTRIC & SUPPLY Kibel Green NALCO COMPANY King Architectural Metals NASRIN YADEGARI KING OF FREIGHT National Registered Agents, Inc Kluber NATIONS EQUIPMENT FINANCE, LLC Knighten Industries NC SERVO TECHNOLOGY CORP Kohner Mann & Kailas Attorneys NDC TECHNOLOGIES, INC. LANDSBERG NETWRIX CORPORATION Landstar Ranger, Inc NEWAY PACKAGING CORP Landstar Ranger, Inc. Nextgen Deals LLC LANTECH.COM, LLC NFPA Catalog Latham & Watkins, LLP Niagara Bottling LLC League Logistics, LLC Niagara Bottling, LLC Leech,Tishman, Fuscaldo & Lampl, Inc. Niagara County Industrial Development Agency Leon Farahnik Nick Garcia Liberty Commercial Finance LLC Nick Garcia - CHECK LIFE INSURANCE COMPANY Nissan Motor Acceptance Corp. LINDSAY ENGINEERING, INC. NMAC LIVINGSTON INTERNATIONAL INC NORDSON EXTRUSION DIES INDUSTRIES Loeb & Loeb, LLC North American Transport Services Logistics Dynamics, Inc. North Texas Scales, Inc. Lowe's NRAI, INC. Luis Sanchez-Parraguirre - CHECK NRC Gulf Environmental Services, Inc Lutzel, Jeremy NSF CERTIFICATION, LLC MACPHERSON WESTERN TOOL & SUPPLY CO NUMATIC ENGINEERING MAGID GLOVE & SAFETY MFG OEC Transportation Services, Inc MAGNATAG VISIBLE SYSTEMS Olympic Wire & Equipment Co. Inc. MAINFREIGHT On the Border Manzella Transportation Services LLC ONE WAY INDUSTRIAL SUPPLY INC. MARCO ASSOCIATES, LLC O'Neal Steel Inc Maurice Truhill ONESOURCE DISTRIBUTORS,LLC McLAREN ENTERPRISES ONTARIO REFRIGERATION SERVICE, INC. McNichols Company OPUS BANK MegaCorp Logistics LLC Organix Composting, LLC Melton Logistics, LLC Orion Energy Partners Investment Agent, LLC Mendoza Brothers OXNARD HOSE, INC. dba OXNARD HOSE Metal Supermarkets - Ft Worth PACE PUNCHES, INC. Metro Group Maritime PACIFIC PACKAGING ENTERPRISES, INC. Meyer Laboratory Inc PACIFIC STATES ELECTRICAL & INSTRUMENTATION Meyer Laboratory, Inc. PADRAIC E. McCLEEREY 20
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 33 of 37
PAPE MATERIAL HANDLING INC Red Wing Store - Dallas PATRIOT PAK LLC Red Wings - Kelly's PC MECHANICAL, INC. Red Wings- Arlington Pearce Worldwide Logistics, Inc. Red Wings- Irving Peninsula Packaging Redner's Warehouse Market PERIMETER SECURITY SYSTEMS Regain Force LLC Petcan Reifenhauser Cast Sheet Coating Petstar-Mexico REIFENHAUSER INC. PGR Reliable Transportation Solutions, LLC PHOTOVOLT INSTRUMENTS, LLC REPI S.r.I. Pinnacle Recycling LLC RePlanet PINNPACK - MANUAL CHECK RESOLVE CONSULTING, INC. PinnPACK Packaging LLC RESOURCE ENGIMECH (INDIA) PVT. LTD. PinnPACK Packaging, LLC Restek PinnPack Packaging, LLC (Vendor) Results Staffing Inc PITNEY BOWES INC. Reynolds PLAST-CONTROL INC. RGE Truck Lines Inc. Plastic Executive Recruiters, LLC RISTOLA TECHNICAL SERVICES, LLC Plastic Process Equipment Rowe Equipment, Inc. PLASTIC PROCESS EQUIPMENT, INC. Royal Striping LLC PLASTICS COLOR OF N. CAROLINA RPM Freight Systems, PLASTICS INVESTMENT GROUP INC. Ryan Herco Flow Solutions Plastics News RYTEC CORPORATION PM INDUSTRIAL SUPPLY COMPANY SAFETY-KLEEN SYSTEMS, INC. PMS S.R.L. SAFETYKNIFE, INC. Polk Mechanical Company LLC SAFIGEN PBC Poly Packaging Products Corporation Salas, Isaac POLYMERS SALES & LOGISTICS, LLC Sarg Recycling Inc. POSCO DAEWOO AMERICA CORP. SBB SHIPPING USA INC PRECISION CNC MACHINING, INC. Schneider Transportation Precision Dynamics Inc SCOTLYNN USA DIVISION PRECISION INSTRUMENT CORRECTION INC SCOTT BARTELS PREMIER WATER MANAGEMENT, LLC SCOTT J. SANDERS PRIDE POLYMERS, LLC SEASONS PRIME RESOURCE, INC. SENCORPWHITE, INC Primrose Oil Company, Inc. SERVICE-PRO FIRE PROTECTION INC. Priority U Logistics LLC SERVO MOTOR TECHNOLOGIES, LLC PRIORITY-1, INC. SERVPRO OF VENTURA Puffer Sweiven LP Set Logistics, Inc / Probilling & Funding PumpCatalog.com Sethmar Transportation Inc. QAIR CALIFORNIA Sierra Machining QUALITY WINDOWS INC - OXNARD Sigma-Aldrich/Millipore R&V Sheet Metal, Inc. Signature Business Leasing LLC R.S. Quality Products, Inc. SILLIKER, INC. R2 LOGISTICS INC SILVER PLASTICS RACO ENTERPRISES, LLC Sims Global Solutions, Inc. RAJAH INC. SINCLAIR SANITARY SUPPLY CO. INC. RAYCO SECURITY, INC. Sloan Vazquez McAfee RE TRANSPORTATION, INC. SMURFIT KAPPA NORTH AMERICA LLC Red Ball Oxygen Company Inc SNC SOLUTIONS LLC Red Wing Shoes - McKinney SOCAL PACKAGING REPAIR 21
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 34 of 37
SOSLAND PUBLISHING TLD Logistics SourceOne Transportation Inc TMC Logistics Southlake Public Affairs Torres Tires Sparky's Video Productions TOTAL TRANSPORTATION & DIST INC. SPECIALTY TOOL & MOLD, INC. TOTAL-WESTERN INC SPRINT Toyota Industries Commercial Finance, Inc. SPS COMMERCE, INC. Toyota Motor Corporation Spur TR CHEM SOLUTIONS, LLC Staiman Recycling Corp. TRAFFIC TECH, INC. STAMPCO Trailer Leasing Solutions, LLC Starlinger & Co. Gesellschaft M.B.H. TRANE U.S. INC. State of CA Dept of Resources Travaini Pumps USA, Inc. STATE OF CALIFORNIA TRELLEBORG APPLIED TECHNOLOGIES STATE OF CALIFORNIA-CA EPA TRUTECH PRECISION STATE OF DELAWARE Tsurumi (America), Inc. STATE WATER RESOURCES CONTROL BOARD T-T ELECTRIC USA SteelSentry Inc. Tuff Wrap Installations, Inc. STEPHANIE REID Tulsa Recycle & Transfer, Inc. STERLING BLOWER COMPANY TURNKEE GENERAL CONTRACTORS INC. Stonebriar Commercial Finance LLC U.S DEPARTMENT OF HOMELAND SECURITY Storer Services U.S. BANK AS PAYING AGENT STRAINOPTICS ACQUISITION CO. LLC UBP - SAN LUIS OBISPO, INC. STREAMLINE OFFICE SOLUTIONS, INC. UMB Bank, N.A., as Trustee SULZER/BRITHINEE ELECTRIC UMGA Logistics, Inc. SUNLAND CONSULTING, INC. UNIFORM NATIONWIDE, LLC. SUPERIOR ELECTRIC MOTOR SERVICE INC Union Bank SUPERIOR GATE SYSTEMS UNITED RENTALS Supply Chain Services, LLC UNITED STAFFING ASSOCIATES, LLC Susquehanna Commercial Finance , Inc. Universal Traffic Service Inc Swift Transportation Claims UNLIMITED PLASTICS INC. T. BROOKS CONSTRUCTION, INC. Updike Distribution Logistics Taco Man George UPS Talent Company, LLC UPS FREIGHT Team Eagle Logistics Inc US Healthworks Medical Group of Texas TECHNO PLUMBING GROUP INC US Specialty Insurance Tequipment Valdez, Anna Texas Bearings of Dallas Value Logistics, Inc. Texas Bond Review Board Vector Transportation Co. TEXAS CAPITAL BANK Velocity Freight Transport, Inc. Texas Commission on Environmental Quality VENTURA COUNTY CONTROL SYSTMES Texas Dept of Licensing Division VENTURA STEEL Texas Franchise Tax Board VERITIV CANADA, INC The 5S Store VERITIV OPERATING COMPANY The Lion Group Verizon Wireless #1 The Travelers Insurance Companies Verizon Wireless #2 THOMAS SCIENTIFIC, LLC Verizon Wireless #3 Thomas, Edwards Group Verizon Wireless #4 THOMPSON GUNDRILLING INC. Verizon Wireless #5 TIERNEY INDUSTRIAL WAREHOUSE, INC. VICTOR A SEPULVEDA Tiffany Valle VINMAR POLYMERS AMERICA, LLC Titan Packaging Corp. VIP Image Enterprises, Inc 22
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 35 of 37
VOLT FUNDING CORPORATION W.B. MASON CO., INC W.S. DODGE OIL COMPANY, INC. WAGNER DIE SUPPLY Walmart Wastequip Manufacturing WATCO SUPPLY CHAIN SERVICES LLC Water Cannon Inc Waxie's WCR INCORPORATED WEIMA AMERICA Wells Fargo Bank, N.A. WEST COAST ELECTRIC MOTORS WEST COAST WATER SERVICES, INC. West Dairy Inc. Westchester Surplus Lines Insurance Company WHITTIER GRINDING CO., INC. Wilco Recycling William M. Hurst Billy WM THERMOFORMING MACHINES SA WOLFPACK PROTECTIVE SERVICES Wonzo Group, Inc. Workers Comp Dallas: Workers Comp PinnPack: WORLDWIDE POLYCHEM (HK) LIMITED WORTHY TALL INDUSTRY CO., LIMITED X-Connect Inc Xenco Laboratories XPO LOGISTICS, LLC Yard Mule Specialists, Inc. YETEKA THERMOFORM KALIP MAKINA
23
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 36 of 37
Schedule 2
Client Match List
American Construction Source AmTrust Financial Services Arrowhead Engineered Products Arrowhead Pharmaceuticals AT&T's Colocation Business Bank Leumi Bank Leumi USA (Project Oak) Break-Starr Holdings, LLC. Cole-Parmer Instrument Company Davis-Standard, LLC. Eclipse Professional Services Emerging Technologies Acquisition Corporation Fiesta Restaurant Group, Inc. Frontier HIS Markit LTD IHS Markit LTD Innovative XCessories & Services (IXS) Kaiser Aluminum Marlin Technology Munters Group Nestle Waters North America Nestle Waters North America, Inc. New Century Beverage/PepsiCo Global Orion Engineered Carbons Group Orion Resource Partners Pegasus Personnel LLC Prince Minerals Prologis, Inc Quality Distribution Siemens Financial Services, Inc. Siemens Healthcare GmbH Signature Bank SolarWinds, Inc. Spur Energy Partners LLC StandardAero Texas Capital Texas Capital Bancshares, Inc. Texas Standard Oil LLC Thomas Scientific, Inc. U.S. Bancorp Vector 24
Case 21-10527-JTD Doc 234-3 Filed 04/07/21 Page 37 of 37
Vector Group Vector Group Ltd Wastequip Wastequip LLC
25