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SAMUELS JEWELERS, INC.,1 Case No Case 18-11818-KJC Doc 669 Filed 02/20/19 Page 1 of 136 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 SAMUELS JEWELERS, INC.,1 Case No. 18-11818 (KJC) Debtor. PHASE I REPORT OF JOHN J. CARNEY, EXAMINER LANDIS RATH & COBB LLP BAKER & HOSTETLER LLP Adam G. Landis (No. 3407) Jorian L. Rose Jennifer L. Cree (No. 5919) Tracy Cole 919 North Market Street, Suite 1800 Susrut A. Carpenter Wilmington, DE 19801 Jason I. Blanchard Telephone: (302) 467-4400 Lauren P. Lyster Facsimile: (302) 467-4450 45 Rockefeller Plaza Email: [email protected] New York, New York 10111 [email protected] Telephone: (212) 589-4200 Facsimile: (212) 589-4201 Delaware Counsel to John J. Carney, Esq., Email: [email protected] as Examiner [email protected] [email protected] [email protected] [email protected] Counsel to John J. Carney, Esq., as Examiner BAKER & HOSTETLER LLP ALVAREZ AND MARSAL DISPUTES John J. Carney AND INVESTIGATIONS, LLC 45 Rockefeller Plaza William B. Waldie New York, New York 10111 Richard Bunyan Telephone: (212) 589-4200 600 Madison Avenue Facsimile: (212) 589-4201 New York, New York 10022 Email: [email protected] Telephone: (212) 763-9568 Examiner Financial Advisor to the Examiner, John J. Carney February 20, 2019 1 The last four digits of the Debtor’s federal tax identification number are 6316. The Debtor’s mailing address is 2914 Montopolis Drive, Suite 200, Austin, Texas 78741. {1219.001-W0054389.} Case 18-11818-KJC Doc 669 Filed 02/20/19 Page 2 of 136 TABLE OF CONTENTS Contents I. EXECUTIVE SUMMARY ............................................................................................................. 2 II. KEY ENTITIES, INDIVIDUALS AND TERMS ........................................................................... 8 A. Entities ................................................................................................................................ 8 B. Individuals ........................................................................................................................ 11 C. Terms ................................................................................................................................ 13 III. BACKGROUND ........................................................................................................................... 13 A. The Alleged Fraud in India ............................................................................................... 13 B. The Commencement of the Chapter 11 Case.................................................................... 17 C. The Examiner’s Appointment ........................................................................................... 19 D. The Examiner’s Work Plan ............................................................................................... 20 E. The Examiner’s Legal and Forensic Team ....................................................................... 22 F. The Examiner’s Investigation ........................................................................................... 22 IV. THE DEBTOR AND THE CHOKSI WEB OF ENTITIES .......................................................... 27 A. Choksi and Debtor’s Origins ............................................................................................ 27 1. Gitanjali’s Diamond Segment: ............................................................................. 28 2. Gitanjali’s Jewelry and Retail Segments: ............................................................ 28 B. Samuels Jewelers Inc. ....................................................................................................... 29 C. Samuels’ Operations ......................................................................................................... 30 A. Choksi’s Web of Related Entities ..................................................................................... 31 B. The Credit Agreement and Term Loan Agreement .......................................................... 35 V. INVESTIGATIVE FINDINGS REGARDING DEBTOR’S BUSINESS PRACTICES .............. 40 A. Suspect Inventory Transactions ........................................................................................ 42 1. Disguised transactions with Choksi Controlled Entities ...................................... 42 {1219.001-W0054389.} Case 18-11818-KJC Doc 669 Filed 02/20/19 Page 3 of 136 2. Suspect Wholesale Transactions .......................................................................... 66 B. Debtor’s Involvement in Alleged LOU and FLC Fraud ................................................... 76 1. Receipt of LOU and FLC Funds .......................................................................... 77 2. Repayment of LOUs and FLCs with Debtor Funds ............................................. 84 C. Disguised Affiliation with Independent Gemological Laboratories ................................. 95 VI. MANAGEMENT’S KNOWLEDGE AND INVOLVEMENT ..................................................... 98 A. Farhad Wadia .................................................................................................................... 98 B. Bhavesh Shah .................................................................................................................. 107 C. Rajesh Motwani .............................................................................................................. 110 D. Sunil Varma .................................................................................................................... 111 E. Mehul Choksi .................................................................................................................. 113 1. Choksi’s Potential Influence Over the Debtor ................................................... 114 2. Spoliation and Obstruction Post-Petition ........................................................... 115 VII. THE ESTATE’S POTENTIAL CAUSES OF ACTION ............................................................. 118 A. The Examiner’s Charge under the Examiner Order ........................................................ 118 B. Qualifications and Assumptions Applicable to the Examiner’s Analysis ...................... 118 1. Choice of Law .................................................................................................... 119 C. Theories of Potential Liability ........................................................................................ 121 1. Breach of Fiduciary Duty .................................................................................. 121 2. Aiding and Abetting Breach of Fiduciary Duty ................................................. 124 3. Corporate Waste ................................................................................................ 125 4. Avoidance and Recovery of Fraudulent Transfers ............................................ 126 5. Equitable Subordination of Creditor Claims ...................................................... 129 6. Tort Claims ........................................................................................................ 131 VIII. RECOMMENDATIONS ............................................................................................................. 132 {1219.001-W0054389.} Case 18-11818-KJC Doc 669 Filed 02/20/19 Page 4 of 136 I. EXECUTIVE SUMMARY On January 29, 2018, Punjab National Bank (“PNB”) lodged a complaint with Indian authorities against Mehul Choksi and several entities he controlled, alleging what has been described as the largest bank fraud in Indian history. As charged in India, Choksi and his co- conspirators, including Nihal Modi and Sunil Varma, at one time Chief Executive Officer and Chief Financial Officer, respectively, of Samuels Jewelers, Inc. (“Samuels” or the “Debtor”), are alleged to have fraudulently borrowed approximately $2 billion from banks over a period of years using Letters of Undertaking (LOUs) and Foreign Letters of Credit (“FLCs”). The alleged fraud consisted of obtaining bank loans by manufacturing sham transactions to “import” jewelry into India using a web of secretly controlled shell entities. On October 9, 2018, the Bankruptcy Court appointed the Examiner to determine, in summary, whether: (1) the Debtor and its officers and directors were involved in any fraud involving Choksi or entities under his control; (2) the extent, if any, to which Choksi or any entity or individual under his control has or had the ability to direct or influence the Debtor; and (3) potential claims and causes of action, if any, arising out of the foregoing. The Examiner’s investigation was limited in scope and budget to a 120-day phase one examination, with the ability to recommend further investigative steps as warranted. Based on the investigation to date, the Examiner concludes that there is substantial evidence to establish the knowledge of and involvement by the Debtor and certain current and former senior officers and directors in fraudulent conduct in the U.S. that is consistent with aiding in the fraud alleged by the Indian authorities. There are numerous potential claims and causes of action arising from the actions and omissions of the Debtor and its former and current directors and officers concealing the true nature of more than $100 million in transactions during the period 2015 to 2018. Evidence gathered in the investigation confirms that Choksi and {1219.001-W0054389.} 2 Case 18-11818-KJC Doc 669 Filed 02/20/19 Page 5 of 136 entities and individuals
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