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Ci, 20-Ci-00248, Mgg Investment Group Lp Vs. Zayat Stables, Llc, Et Al

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Ci, 20-Ci-00248, Mgg Investment Group Lp Vs. Zayat Stables, Llc, Et Al Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk COMMONWEALTH OF KENTUCKY FAYETTE CIRCUIT COURT DIVISION 9 CIVIL ACTION NO. 20-CI-00248 Electronically Filed MGG INVESTMENT GROUP LP PLAINTIFF v. AMENDED COMPLAINT ZAYAT STABLES, LLC Serve: Ahmed Zayat, Registered Agent DEFENDANTS 401 Hackensack Ave., 7th Floor Hackensack, NJ 07601 and AHMED ZAYAT and JUSTIN ZAYAT and ASHLEY ZAYAT and BENJAMIN ZAYAT and EMMA ZAYAT and JOANNE ZAYAT 000001 of 000076 AMC : 000001 of 000076 Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk and ORPENDALE UNLIMITED COMPANY d/b/a COOLMORE STUD and BEMAK, N.V. LTD. CO d/b/a ASHFORD STUD and LNJ FOXWOODS LLC Serve: New York Department of State and HILL ‘N’ DALE EQUINE HOLDINGS, INC. and MULL ENTERPRISES LIMITED d/b/a YEOMANSTOWN STUD and 000002 of 000076 AMC : 000002 of 000076 2 Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk MY RACEHORSE CA LLC d/b/a MYRACEHORSE.COM and FLINTSHIRE FARM, LLC and Thomas B. Sears a/k/a Brad Sears and THOMAS CLARK BLOODSTOCK, LLC and MCMAHON OF SARATOGA THOROUGHBREDS, LLC Serve: New York Department of State One Commerce Plaza 99 Washington Avenue Albany, New York 12231 For its Amended Complaint against Defendants Zayat Stables, LLC (“Zayat Stables”), Ahmed Zayat, Justin Zayat, Ashley Zayat, Benjamin Zayat, Emma Zayat, Joanne Zayat (collectively, the “Zayat Family,” and with Zayat Stables, the “Zayat Defendants”), Orpendale Unlimited Company d/b/a Coolmore Stud (“Orpendale”), Bemak, N.V. Ltd. Co. d/b/a Ashford 000003 of 000076 Stud (“Ashford Stud”), LNJ Foxwoods LLC (“LNJ Foxwoods”), Hill ‘N’ Dale Equine Holdings, AMC : 000003 of 000076 3 Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk Inc. (“Hill ‘N’ Dale”), Mull Enterprises Limited d/b/a Yeomanstown Stud (“Yeomanstown Stud”), My Racehorse CA LLC d/b/a MyRacehorse.com (“My Racehorse”), Flintshire Farm, LLC (“Flintshire Farm”), Thomas B. Sears a/k/a Brad Sears (“Brad Sears”), Thomas Clark Bloodstock, LLC (“Thomas Clark Bloodstock”), and McMahon of Saratoga Thoroughbreds LLC (“McMahon Thoroughbreds”), Plaintiff MGG Investment Group LP (“MGG Investment Group,” the “Agent,” or “Plaintiff”) states as follows: NATURE OF THE ACTION 1. In 2016 certain affiliates and related funds of MGG Investment Group (collectively, “MGG”) made a series of loans to the thoroughbred horse racing company Zayat Stables secured by all the company’s assets (including all its horses and breeding rights). As additional collateral, Ahmed Zayat, the sole owner of Zayat Stables, pledged the stock of Zayat Stables to further secure the loans. 2. In order to induce MGG to make the loans, Zayat Stables and Ahmed Zayat made several fraudulent misrepresentations concerning Zayat Stables’ assets, as well as their intent to abide by the negotiated terms of the agreements. 3. Further, after MGG made the loans, Zayat Stables, Ahmed Zayat and his eldest son, Justin Zayat, who managed Zayat Stables’ day-to-day operations with his father, made several fraudulent misrepresentations concerning the status of Zayat Stables’ assets, all of which had been pledged as collateral to secure MGG’s loans. The purpose of those fraudulent misrepresentations was to conceal from MGG numerous existing and continuing Events of Default under the loan agreements and thereby induce MGG to refrain from accelerating Zayat Stables’ 000004 of 000076 AMC : 000004 of 000076 4 Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk repayment obligations and otherwise exercising and enforcing its rights and remedies under the loan agreements and applicable law. 4. As part of Zayat Stables’ fraudulent scheme, orchestrated by Ahmed Zayat and Justin Zayat and perpetrated upon MGG, Ahmed Zayat together with his children and his wife attempted to sell Zayat Stables’ assets (all of which were pledged as collateral under the loan agreements) out from under MGG. 5. In addition to several other prior Events of Default (all of which MGG has only recently discovered), including improper purported sales that were fraudulently concealed from MGG by Zayat Stables, Ahmed Zayat and Justin Zayat, Zayat Stables defaulted on its payment obligations under the loan agreements on September 30, 2019, and more than $23 million in principal, plus accrued interest, remains outstanding. None of these Events of Default have been cured. 6. Among other things, upon the existence and continuation of an Event of Default, the loan agreements provide for Zayat Stables’ unconditional consent to the appointment of a receiver to manage and conserve its assets. 7. In January 2020, only after MGG had repeatedly raised concerns regarding the collateral pledged to secure the loans to Zayat Stables and requested information regarding the same, Ahmed Zayat admitted to the fraudulent scheme and supplied evidence to MGG demonstrating that Zayat Stables, Ahmed Zayat, Justin Zayat and the rest of the Zayat Family had (unknown to MGG) purported to sell at a steep discount several millions of dollars of Zayat Stables’ assets pledged as collateral, including but not limited to breeding rights to the 2015 Triple Crown winner, AMERICAN PHAROAH. 000005 of 000076 AMC : 000005 of 000076 5 Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk 8. As a result of the fraudulent scheme perpetrated by Zayat Stables and members of the Zayat Family, MGG brings this action asserting claims for fraud and breach of contract against Zayat Stables, fraud against Ahmed Zayat and Justin Zayat, as well as for the appointment of a receiver. MGG also brings claims for intentional interference with contract against the other members of the Zayat Family for the part they played in these purported sales, whereby each member of the Zayat Family knowingly acted to cause and assist Zayat Stables in breaching its loan agreements. MGG also brings claims for intentional interference with contract against two affiliated horse breeding organizations, Orpendale and Ashford Stud, for their facilitation of the purported sales which they knew would cause Zayat Stables to breach its loan agreements. MGG further brings claims against several purported buyers of the collateral improperly sold by Zayat Stables and the Zayat Family for the return of the collateral. THE PARTIES 9. Plaintiff MGG Investment Group is a Delaware limited partnership and is located at One Pennsylvania Plaza, New York, New York 10119. Pursuant to the Financing Agreement, described below, MGG Investment Group is the Administrative Agent and Collateral Agent (the “Agent”) and was appointed and authorized by the lenders party thereto to enforce the rights and remedies of the lenders under the Financing Agreement, the Pledge and Security Agreement referenced below and the other loan documents referenced in the Financing Agreement (collectively, the “Loan Documents”). (Financing Agreement § 10.01.) 10. Upon information and belief, Defendant Zayat Stables is a Delaware limited liability company, with its principal place of business located at 401 Hackensack Avenue, 7th Floor, Hackensack, New Jersey 07601. Zayat Stables is the borrower under the Financing Agreement at issue in this action. 000006 of 000076 AMC : 000006 of 000076 6 Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk 11. Upon information and belief, Defendant Ahmed Zayat is an individual with an address of . Ahmed Zayat is the owner and sole member of Zayat Stables. 12. Upon information and belief, Defendant Justin Zayat is an individual with an address of . With his father, Ahmed Zayat, Justin Zayat was in charge of running the day-to-day operations of Zayat Stables. 13. Upon information and belief, Defendant Ashley Zayat is an individual with an address of . 14. Upon information and belief, Defendant Benjamin Zayat is an individual with an address of . 15. Upon information and belief, Defendant Emma Zayat is an individual with an address of . 16. Upon information and belief, Defendant Joanne Zayat is an individual with an address of . 17. Upon information and belief, Defendant Orpendale Unlimited Company is an entity organized under the laws of Ireland which does business in the United States under the trade name Coolmore Stud, with its principal place of business located at Castlehyde Stud, Castlehyde, Fermoy, Co. Cork, P61 TR29, Ireland. 18. Upon information and belief, Defendant Bemak, N.V. Ltd. Co. is a Netherlands business entity doing business in the United States under the trade names Ashford Stud and Coolmore America, with its principal place of business at 5095 Frankfort Road, Versailles, Kentucky 40383. 000007 of 000076 AMC : 000007 of 000076 7 Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk Filed 20-CI-00248 02/11/2020 Vincent Riggs, Fayette Circuit Clerk 19. Upon information and belief, Defendant LNJ Foxwoods is a New York limited liability company, with its principal place of business at . 20. Upon information and belief, Defendant Hill ‘N’ Dale Equine Holdings, Inc. is a Kentucky corporation doing business under the trade name Hill ‘N’ Dale Farm with its principal place of business at 640 N. Yarnallton Pike, Lexington, Kentucky 40511. 21. Upon information and belief, Defendant Mull Enterprises Limited is an entity organized under the laws of Ireland which does business in the United States under the trade name Yeomanstown Stud, with its principal place of business located at Yeomanstown Stud, Yeomanstown, Caragh, Naas, Co. Kildare, W91 C993, Ireland. 22. Upon information and belief, Defendant My Racehorse CA LLC is a Nevada limited liability company with its principal place of business at , and operates the website MyRacehorse.com and does business under that name.
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