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In the United States Bankruptcy Court for the District of Delaware

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In the United States Bankruptcy Court for the District of Delaware Case 18-10122 Doc 12 Filed 01/22/18 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) PES HOLDINGS, LLC, et al.,1 ) Case No. 18-10122 (___) ) Debtors. ) (Joint Administration Requested) ) DECLARATION OF CATHERINE NOWNES-WHITAKER ON BEHALF OF RUST CONSULTING OMNI BANKRUPTCY REGARDING SERVICE OF SOLICITATION PACKAGES AND TABULATION OF BALLOTS CAST ON THE JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF PES HOLDINGS, LLC AND ITS DEBTOR AFFILIATES _____________________________________________________________________________ Catherine Nownes-Whitaker, hereby declares, under penalty of perjury, as follows: 1. I am a Bankruptcy Consultant of Rust Consulting Omni Bankruptcy (“Omni”), located at 5955 DeSoto Avenue, Suite 100, Woodland Hills, California 91367. I am over the age of 18 years and do not have a direct interest in this chapter 11 case and should be considered an impartial party. 2. I submit this declaration with respect to the Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates dated January 11, 2018 (as amended, supplemented, or modified from time to time, the “Plan”).2 Except as otherwise indicated herein, all facts set forth herein are based upon my personal knowledge or my review 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s federal tax identification number, are: PES Holdings, LLC (8157); North Yard Financing, LLC (6284); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Logistics GP, LLC (9202); PES Logistics Partners, L.P. (1288); PESRM Holdings, LLC (2107); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors’ service address is: 1735 Market Street, Philadelphia, Pennsylvania 19103. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan. Case 18-10122 Doc 12 Filed 01/22/18 Page 2 of 5 of relevant documents. I am authorized to submit this Declaration on behalf of Omni. If I were called upon to testify, I could and would testify competently as to the facts set forth herein. 3. Prior to the commencement of their chapter 11 cases, PES Holdings, LLC and certain of its affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), designated Omni as their voting agent to assist the Debtors with, among other things, (a) the balloting process and service of solicitation materials to the parties entitled to vote to accept or reject the Prepackaged Plan, and (b) the tabulation of votes cast with respect thereto. Rust Omni and its employees have considerable experience in soliciting and tabulating votes to accept or reject proposed prepackaged chapter 11 plans. Service of Solicitation Packages 4. I supervised service of the following materials : a. Disclosure Statement for Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC. and its Debtor Affiliates, dated January 17, 2018 with all exhibits thereto, including: Exhibit A: Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates, Exhibit B: Restructuring Support Agreement, Exhibit C: Financial Projections, Exhibit D: Liquidation Analysis, Exhibit E: Valuation Analysis, Exhibit F: Corporate Organizational Chart, together, (the “Disclosure Statement”); b. Class 7 Ballot for Voting on the Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates (the “Class 7 Ballot”) a copy of which is attached as Exhibit A hereto; and c. Class 8 Ballot for Voting on the Joint Prepackaged Chapter 11 Plan of Reorganization of PES Holdings, LLC and its Debtor Affiliates (the “Class 8 Ballot”) a copy of which is attached as Exhibit B hereto. 2 Case 18-10122 Doc 12 Filed 01/22/18 Page 3 of 5 5. Unless otherwise noted below, on January 17, 2018 I caused true and correct copies of the above documents to be served via electronic mail. Vote Declaration 6. Under the Plan, only Holders of claims (“Claims”) in the following classes (the “Voting Classes”) were designated as being entitled to vote to accept or reject the Prepackaged Plan: Class Class Description Class 7 Term Loan A Claims Class 8 Term Loan B Claims 7. The Debtors established January 16, 2018, as the record date (the “Voting Record Date”) for determining which Holders of Claims in the Voting Classes were entitled to vote on the Prepackaged Plan. 8. The procedures for the solicitation and tabulation of votes on the Prepackaged Plan (the “Solicitation Procedures”) are outlined in the Disclosure Statement and Ballots. Omni was instructed to solicit, review, determine the validity of, and tabulate Ballots submitted with respect to the Plan by the Holders of Claims in the Voting Classes in accordance with the Solicitation Procedures. 9. The lists of lenders holding Class 7 Term Loan A Claims as of the Voting Record Date were provided by Stephen Vollmer from PNC Capital Markets LLC, one of the joint lead arrangers for this facility. 10. The lists of lenders holding Class 8 Term Loan B Claims as of the Voting Record Date were provided by Julien Castello from JPMorgan Chase Bank N.A., the administrative agent, sole lead arranger, and sole bookrunner for this facility. 3 Case 18-10122 Doc 12 Filed 01/22/18 Page 4 of 5 11. In accordance with the Solicitation Procedures, Omni solicited the holders of Claims in the Voting Classes as of the Voting Record Date. Ballots returned by email, hand delivery, or overnight courier were, and continue to be, received by personnel of Omni at the offices of Omni in Woodland Hills, CA . All Ballots received by Omni were, and continue to be, processed in accordance with the Solicitation Procedures. 12. In order for a Ballot to be counted as valid, the Ballot must (a) be properly completed in accordance with the Solicitation Procedures, (b) contain sufficient information to permit the identification of the Holder, be signed, and indicate an acceptance or rejection of the Plan, and (c) be received by Omni by the relevant deadline. The deadline with respect to the Voting Classes was 5:00 p.m. (Prevailing Eastern Time) on January 19, 2018 (the “Voting Deadline”). All validly completed and executed Ballots cast by holders in the Voting Classes that were received by Omni on or before the Voting Deadline were tabulated as outlined in the Solicitation Procedures. 13. The final tabulation of the votes cast through timely and properly completed Ballots in the Voting Classes received by Omni by the Voting Deadline (the “Tabulation Report”) is attached as Exhibit C hereto. [Remainder of page intentionally left blank] 4 Case 18-10122 Doc 12 Filed 01/22/18 Page 5 of 5 Pursuant to 28 U.S. C. § 1746, I declare under penalty of perjurythat the foregoing is true andcorrect to thebest of my knowledge, informationand belief. Executed on January 22, 2018 RUST CONSUL TING OMNIBANKRUPTCY {';,, '" \� , CatherineNownes­ BankruptcyConsultant Case 18-10122 Doc 12-1 Filed 01/22/18 Page 1 of 8 Exhibit A Class 7 Ballot Case 18-10122 Doc 12-1 Filed 01/22/18 Page 2 of 8 PES Holdings, LLC, et al. Class 7 Ballot NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS INCLUDED IN THE MATERIALS MAILED WITH THIS BALLOT. IMPORTANT: NO CHAPTER 11 CASES HAVE BEEN COMMENCED AS OF THE DATE OF THE DISTRIBUTION OF THIS BALLOT. THE DEBTORS (AS DEFINED HEREIN) INTEND TO FILE CHAPTER 11 CASES AND SEEK CONFIRMATION OF THE PLAN (AS DEFINED HEREIN) BY THE BANKRUPTCY COURT SHORTLY THEREAFTER AS DESCRIBED IN GREATER DETAIL IN THE ACCOMPANYING DISCLOSURE STATEMENT. § In re: § Chapter 11 § PES HOLDINGS, LLC, et al.,1 § Case No. 18-_____ (___) § Debtors. § (Joint Administration Pending) § CLASS 7 BALLOT FOR ACCEPTING OR REJECTING THE JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION FOR PES HOLDINGS, LLC AND ITS DEBTOR AFFILIATES If you are the holder of a Term Loan A Claim (Class 7) as of January 17, 2018 (the “Voting Record Date”), please use this “Ballot” to cast your vote to accept or reject the Joint Prepackaged Plan of Reorganization for PES Holdings, LLC and its Debtor Affiliates (as may be amended, modified or supplemented in accordance with the “Plan”),2 which is being proposed by PES Holdings, LLC and its affiliates that also intend to commence chapter 11 cases (the “Debtors”). The Plan is included as Exhibit A to the accompanying Disclosure Statement, dated January 17, 2018 (as may be amended, modified or supplemented in accordance with the Restructuring Support Agreement, the “Disclosure Statement”). The Plan can be confirmed by the Bankruptcy Court and thereby made binding upon you if the Plan (a) is accepted by the holders of two-thirds in amount and more than one-half in number of Claims in each Class that vote on the Plan, and (b) otherwise satisfies the requirements of section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the Plan if the Plan (a) provides fair and equitable treatment to, and does not discriminate unfairly against, the class(es) of claims that rejected the Plan, in accordance with section 1129(b) of the Bankruptcy Code, and (b) otherwise satisfies the requirements of sections 1129(a) and 1129(b) of the Bankruptcy Code. Please carefully read the enclosed Disclosure Statement and Plan and follow the enclosed instructions for completing this Ballot. If you believe you have received this Ballot in error, if you believe that you have received the wrong Ballot, or if you believe you are a holder of a Claim in more than one Class entitled to vote to accept or reject the Plan and have not received a Ballot for each such Class, please contact the Solicitation Agent immediately.
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