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IN the UNITED STATES BANKRUPTCY COURT for the WESTERN DISTRICT of KENTUCKY (Owensboro Division)

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IN the UNITED STATES BANKRUPTCY COURT for the WESTERN DISTRICT of KENTUCKY (Owensboro Division) Case 20-40133-acs Doc 629 Filed 09/25/20 Entered 09/25/20 14:31:22 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF KENTUCKY (Owensboro Division) In re: ) Chapter 11 ) Hartshorne Holdings, LLC, et al., ) Case No. 20-40133 ) 1 Debtors. ) (Jointly Administered) NOTICE OF SECOND SUPPLEMENTAL DECLARATION OF EDWARD M. KING IN SUPPORT OF DEBTORS’ RETENTION AND EMPLOYMENT OF FROST BROWN TODD LLC The above-captioned debtors and debtors-in-possession (collectively, the “Debtors”), by and through their undersigned local counsel, hereby provide notice of the attached Second Supplemental Declaration of Edward M. King in Support of Debtors’ Retention and Employment of Frost Brown Todd LLC (the “Second Supplemental Declaration,” and Frost Brown Todd LLC is “FBT”) as local counsel. On March 26, 2020, this Court entered the Amended Order Authorizing the Debtors to Retain and Employ Frost Brown Todd LLC as Local Counsel Nunc Pro Tunc to the Petition Date (Doc. No. 212), subject to ongoing disclosure if “…FBT discovers any connection with any interested party or enters into any new relationship with any interested party…” FBT represented a party that was interested in purchasing the collateral of one of the Debtors’ secured lenders directly from that secured party. As negotiations developed, the parties decided that an entity controlled by FBT’s client would seek to purchase such assets from the Debtors and upon such determination, FBT disengaged from representing that party. In light of FBT’s ongoing duty to disclose, the Supplemental Declaration is attached. [Signature page follows.] 1 The Debtors in these chapter 11 cases and the last four digits of each Debtors’ taxpayer identification number are as follows: Hartshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941) and Hartshorne Land, LLC (5582). The Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371. Case 20-40133-acs Doc 629 Filed 09/25/20 Entered 09/25/20 14:31:22 Page 2 of 5 Dated: Semptember 25, 2020 FROST BROWN TODD LLC /s/ Edward M. King Edward M. King Bryan J. Sisto 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Telephone: 502.589.5400 Facsimile: 502.581.1087 [email protected] [email protected] Local Counsel for Debtors and Debtors-in-Possession Case 20-40133-acs Doc 629 Filed 09/25/20 Entered 09/25/20 14:31:22 Page 3 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF KENTUCKY (Owensboro Division) In re: ) Chapter 11 ) Hartshorne Holdings, LLC, et al., ) Case No. 20-40133 ) 2 Debtors. ) (Jointly Administered) SECOND SUPPLEMENTAL DECLARATION OF EDWARD M. KING IN SUPPORT OF DEBTORS’ RETENTION AND EMPLOYMENT OF FROST BROWN TODD LLC I, Edward M. King, hereby declare as follows: 1. I restate all declarations made in the Declaration of Edward M. King in Support of Debtors’ Application to Retain and Employ Frost Brown Todd LLC as Local Counsel for Debtors Nunc Pro Tunc to the Petition Date, attached to the Application to Retain and Employ Frost Brown Todd LLC as Local Counsel for Debtors Nunc Pro Tunc to the Petition Date (Doc. No. 93), and all such declarations are fully incorporated herein. 2. Frost Brown Todd LLC (“FBT”) has represented Active Resources, Inc., a Tennessee corporation (“Active”) in connection with matters unrelated to these chapter 11 cases. Recently, Active became interested in purchasing certain assets of the Debtors and without assistance from FBT, explored the possibility of purchasing such assets from the Debtors. Ultimately, it was decided that one of the Debtors’ secured creditors would purchase those assets and later convey them to Active and at that time, Active engaged FBT to negotiate and document a transaction between Active and such secured creditor. Given that there was to be no relationship 2 The Debtors in these chapter 11 cases and the last four digits of each Debtors’ taxpayer identification number are as follows: Hartshorne Holdings, LLC (3948); Hartshorne Mining Group, LLC (0063); Hartshorne Mining, LLC (1941) and Hartshorne Land, LLC (5582). The Debtors’ headquarters are located at 373 Whobry Road, Rumsey, Kentucky 42371. Case 20-40133-acs Doc 629 Filed 09/25/20 Entered 09/25/20 14:31:22 Page 4 of 5 between Active and the Debtors, there was no conflict of interest involved in such engagement and such engagement did not affect FBT’s disinterestedness. 3. However, as negotiations proceeded, the secured creditor proposed to structure the transaction in a manner where Active would purchase equity in an entity that would purchase the assets directly from the Debtors, meaning that FBT would be asked to assist Active with a transaction involving the purchase of assets by a subsidiary of Active directly from the Debtors. Upon discovery of this, FBT and Active immediately terminated Active’s engagement of FBT with respect to such purchase. Such transaction has not been finalized and Active has engaged alternate counsel to handle this matter. 4. The FBT lawyers who represent the Debtors have not been involved with the potential sale of the assets on behalf of the Debtors. Squire Patton Boggs (US) LLP has counseled the Debtors with respect to such matters. The FBT lawyers representing Debtors, who were unaware of FBT’s representation of Active, will not represent the Debtors in connection wth the potential sale of these assets to an afffliate of Active. 5. I submit that the foregoing presents no conflict, infringement upon disinterestedness, or any other ethical or practical concern. This supplemental declaration is submitted out of an abundance of caution and to comply with the terms of this Court’s Amended Order Authorizing the Debtors to Retain and Employ Frost Brown Todd LLC as Local Counsel Nunc Pro Tunc to the Petition Date (Doc. No. 212). Dated: September 25, 2020 FROST BROWN TODD LLC /s/ Edward M. King Edward M. King 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Telephone: 502.589.5400 Facsimile: 502.581.1087 Case 20-40133-acs Doc 629 Filed 09/25/20 Entered 09/25/20 14:31:22 Page 5 of 5 Email: [email protected] Local Counsel to the Debtors and Debtors-in-Possession CERTIFICATE OF SERVICE I hereby certify that on September 25, 2020, I electronically filed the foregoing with the Clerk of the Court by using the CM/ECF system, which will serve notice on all parties registered to receive notice in these chapter 11 cases. /s/ Edward M. King Edward M. King 0125384.0729763 4833-3793-9916v1 .
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