Declaration /Declaration of Charis C. Lapas Pursuant to Local Bankruptcy Rule 1007-2 and in Support of the Debtors' Chapter 11 Petitions and First Day Pleadings (related document(s) 1 ) filed by Frank A. Oswald on behalf of Puble N.V.. (Attachments: # 1 Exhibit A: List of First Day Motions # 2 Exhibit B: Schedule of Top Unsecured Creditors # 3 Exhibit C: Schedule Largest Secured Creditors # 4 Exhibit D: List of Premises Owned # 5 Exhibit E: Location of Debtors Assets, Books and Records # 6 Exhibit F: Debtors' Schedule of Senior Management and Officers # 7 Exhibit G: Balance Sheets # 8 Exhibit H: Schedule of Litigation) (Oswald, Frank) (Entered: 03/28/2017)
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IN THE UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x
:
In re:
:
Chapter 11
:
PUBLE N.V. et al.,
:
Case No. 17-XXXXX (XXX)
:
Debtors.
:
(Motion for Joint Administration
:
Pending)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x
DECLARATION OF CHARIS C. LAPAS PURSUANT TO LOCAL
BANKRUPTCY RULE 1007-2 AND IN SUPPORT OF THE DEBTORS'
CHAPTER 11 PETITIONS AND FIRST DAY PLEADINGS
1
I, Charis C. Lapas, being duly sworn, hereby depose and state as follows:
1.
I am the President of both Puble N.V. (âÂÂPubleâÂÂ) and its affiliate
Scotia Valley N.V. (âÂÂScotiaâ and, together with Puble, the âÂÂDebtorsâÂÂ).
2.
I submit this declaration (the âÂÂDeclarationâÂÂ) pursuant to Rule 1007-
2 of the Local Bankruptcy Rules for the Southern District of New York (the âÂÂLocal
Bankruptcy RulesâÂÂ) and in support of: (a) the Debtorsâ voluntary petitions for relief
under chapter 11 of title 11 of the United States Code (the âÂÂBankruptcy CodeâÂÂ) and
(b) the motions and applications filed concurrently herewith, including those âÂÂfirst dayâÂÂ
motions seeking (i) joint administration of the Debtorsâ bankruptcy cases;
(ii) authorization to file a single, consolidated list of the Debtors' 20 largest creditors and
approve the notice of commencement and the form of notice thereof; (iii) extension of
the Debtorsâ deadline to file schedules and statements and related relief, and (iv)
authorization for the Debtors to continue to utilize their cash management system and
1
The Debtors in these chapter 11 cases along with the last four digits of each DebtorâÂÂs tax identification
number are as follows are: Puble, N.V. (7661) and Scotia Valley, N.V (3068).
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to dispense with the requirements of section 345 of the Bankruptcy Code (collectively,
the âÂÂFirst Day PleadingsâÂÂ). I am over the age of 18, competent to testify, and authorized
to submit this Declaration in support of the Debtorsâ chapter 11 petitions and the First
Day Pleadings described herein.
3.
I have served as President of the Debtors since March 26, 2017.
Prior to that time, I served as Vice President for each of the Debtors for many years.
4.
I am familiar with the Debtorsâ day-to-day operations, financial
condition, business affairs, and books and records. Except as otherwise indicated, all
facts set forth in this Declaration are based upon my personal knowledge, my
discussions with other members of the Debtorsâ management, the beneficial owners of
the Debtors and/or their respective representatives, as well as the Debtorsâ various
outside professional advisors. If I were called to testify, I would testify competently to
the facts set forth in this Declaration.
5.
This Declaration is divided into four parts. Part I of this
Declaration provides an overview of the Debtorsâ business and operations, including
their corporate and capital structure. Part II describes the circumstances leading to the
commencement of these chapter 11 cases and the Debtorsâ restructuring plans. Part III
sets forth the relevant facts in support of each of the Debtorsâ First Day Pleadings. Part
IV provides the specific information required by Local Bankruptcy Rule 1007-2.
PART I: THE DEBTORSâ BUSINESSES AND OPERATIONS
A.
The Chapter 11 Filings
6.
On the date hereof (the âÂÂPetition DateâÂÂ), each of the Debtors filed
voluntary petitions in this Court for relief under chapter 11 of the Bankruptcy Code.
The Debtors continue to manage and operate their businesses as debtors in possession
pursuant to sections 1107 and 1108 of the Bankruptcy Code. The Debtors have
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requested joint administration of these chapter 11 cases by motion filed concurrently
herewith. No trustee or examiner has been appointed in these cases.
B.
Overview of the Debtors' Businesses and Operations
i.
Puble N.V.:
7.
Puble is a Delaware corporation that was initially formed in
Curacao, Netherlands Antilles in 1985. In December of 1986, Puble was domesticated
and incorporated as a Delaware corporation. On or about June 19, 1986, Puble acquired
certain real property located in New York City known as 67-69 Irving Place, New York,
NY 10003 (the âÂÂIrving Place PropertyâÂÂ). The business and purpose of Puble was to own
and operate the Irving Place Property as income producing real estate. The Irving Place
Property consists of a 3,933 square foot parcel of land and a 12-story commercial office
building containing 44,585 rentable square feet with a first floor storefront retail unit,
and is currently leased to ten (10) office tenants and one retail tenant. Puble owns no
real property other than the Irving Place Property.
8.
On February 25, 2010, Puble, as guarantor, executed a Secured
Guaranty of Payment (âÂÂGuarantyâÂÂ) purportedly undertaking to guarantee the
repayment to New York Commercial Bank (âÂÂNYCBâÂÂ) of certain obligations of G.P.
Homes, L.C., a Virginia limited liability company and an affiliate of the Debtors (âÂÂGPâÂÂ),
relating to a $10,750,000 credit facility extended by NYCB to GP (the âÂÂGP LoanâÂÂ).
Contemporaneous with the execution of the Guaranty, Puble also executed a Second
Mortgage and Assignment of Leases and Rents to secure the repayment of $499,000 of
the GP Loan secured by the Irving Place Property. On April 1, 2014, the GP Loan was
modified and its maturity date extended to April 1, 2016. The outstanding principal
amount of the GP Loan was later reduced and its maturity date further extended to July
1, 2016.
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GP failed to satisfy the GP Loan, in full, by the July 1, 2016 maturity
date. On September 8, 2016, NYCB sent a Notice of Default to Puble, demanding
immediate payment of the GP Loan by Puble as a guarantor of the GP Loan. On
August 23, 2013, Puble, as borrower, entered into a Consolidation, Modification and
Extension Agreement with NYCB consolidating prior mortgages secured by the Irving
Place Property and a Gap Note for $2,454,797.06 into one new consolidated loan in the
aggregate principal amount of $9,900,000 (the âÂÂPuble LoanâÂÂ). The material terms of the
Puble Loan included: (i) an initial interest rate of 3.625% per annum (with an option for
Puble to elect certain fixed or adjustable rates during the loan term), (ii) an initial
monthly payment of $45,149.08 and (iii) a loan maturity date of September 1, 2023.
10.
On September 22, 2016, NYCB purported to accelerate the Puble
Loan based upon PubleâÂÂs alleged default under its Guaranty of the GP Loan.
Additionally, Puble ceased making monthly payments on the Puble Loan in September,
2016 and no monthly payments have been made under the Puble Loan since that time.
On September 28, 2016, NYCB assigned its interests in the Puble Loan and the GP Loan
to Irving DC Lender, LLC (âÂÂIrving DCâÂÂ), which is now the holder of both loans. As of
October 21, 2016, Irving DC alleges that the balance due and outstanding under each
loan, including default interest, costs, attorneyâÂÂs fees and other charges are as follows:
Puble Loan: $9,744,444.65; and GP Loan: $2,720,014.66.
ii.
Scotia Valley N.V.
11.
Scotia is a Delaware corporation (âÂÂScotiaâÂÂ) that was initially
incorporated in Curacao, Netherlands Antilles in 1979. In December of 1986, Scotia was
domesticated and incorporated as a Delaware corporation. On or about November 28,
1979, Scotia acquired certain real property located in Washington, DC known as 1737 H
Street NW, Washington, D.C. (the âÂÂH Street PropertyâÂÂ). The business and purpose of
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Scotia was to own and operate the H Street Property as income-producing real estate.
The H Street Property consists of an approximately 17,800 square foot, five-story office
building that has been leased to commercial tenants over the years. As a result of recent
efforts to sell the building to a single user, tenant leases have not been extended and the
H Street Property is now vacant. Scotia owns no other real estate other than the H Street
Property and, over the years, the Property was encumbered by mortgages securing
various commercial loans from Atlantic Bank of New York.
12.
On March 28, 2013, Scotia executed a âÂÂFirst Deed of Trustâ in
connection with a loan from NYCB (successor in interest to Atlantic Bank of New York)
in original principal amount of $4,250,000 (the âÂÂFirst Trust LoanâÂÂ). The material terms
of the First Trust Loan included: (i) an initial interest rate of 3.875% (with an option for
Scotia to elect certain fixed or adjustable rates during the loan term); (ii) initial monthly
payments of $22,140.78 and (iii) a loan maturity date of April 1, 2023. On February 25,
2010, Scotia also executed a Collateral Security âÂÂSecond Deed of Trustâ in favor of
NYCB in the amount of $500,000 (the âÂÂSecond TrustâÂÂ) in connection with ScotiaâÂÂs
guarantee of the GP Loan pursuant to a Secured Guaranty of Payment executed by
Scotia on March 5, 2009 as amended and modified from time to time thereafter. The
purpose of the Second Trust was to provide additional collateral to NYCB to partially
secure the ScotiaâÂÂs purported guaranty of the GP Loan made by NYCB. In April 2014,
Scotia executed a âÂÂThird Deed of Trustâ in the amount of $4,300,000 as security for
ScotiaâÂÂs purported guaranty of the GP Loan, which deed of trust, upon information and
belief, was never recorded as a matter of record.
13.
On or about August 16, 2016, Scotia is asserted to have defaulted on
the First Trust Loan by failing to make monthly payments to NYCB. Notice of default
was provided by NYCB at that time. On September 2, 2016, NYCB accelerated the First
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Deed of Trust Loan and demanded payment of principal in the amount of $3,901,031
plus interest, late charges, costs and attorneyâÂÂs fees. On September 2, 2016, NYCB
provided a purported notice of default to Scotia as a guarantor of the GP Loan. On or
about September 28, 2016, the First Deed of Trust Loan and the Second Deed of Trust
were assigned by NYCB to Irving DC, which entity also acquired the GP Loan and the
Puble Loan. .
C.
Corporate Organization and Capital Structure
14.
The Debtors are under common ownership and control through
several non-U.S. entities, including entities organized under the laws of Liechstenstein.
Such entities in turn are owned and controlled by several members of a single family.
These family members have been in discussions about a separation of their joint
ownership and control of the Debtors and certain non-Debtor affiliates. Prior to the
commencement of these cases, they collectively agreed on a governance structure for
the Debtors that ensures the interests of these estates will be protected, including the
interests of all stakeholders. In particular, the Debtorsâ boards are each comprised of
two board members, including one appointed by each side of the family. I serve as
officer for each Debtor.
PART II: EVENTS LEADING TO THE CHAPTER 11 CASES
15.
On March 1, 2017, Irving DC delivered its Notice of Intent to
Foreclose on the First Trust Loan to Scotia based upon a Notice of Foreclosure filed with
the Washington DC Recorder of Deeds on February 23, 2017. Pursuant to the Notice of
Foreclosure, the amount owing to Irving DC as of February 10, 2017 was $4,363,217.35,
plus attorneyâÂÂs fees, costs and other applicable charges. The foreclosure sale is now set
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for March 29, 2017 at 11:30 A.M. Further information about the foreclosure sale can be
found on the attached Exhibit H, which is the Debtors only litigation matter.
16.
Concurrently with the commencement of these chapter 11 cases, the
Debtors have filed the following pleadings and, at the âÂÂfirst dayâ hearing, will seek
orders approving the First Day Pleadings and associated proposed orders (collectively,
the "First Day Orders"), each as listed on the attached Exhibit A, and respectfully
request that the Court consider entering the proposed orders granting such First Day
Pleadings. I have reviewed each of the First Day Pleadings and First Day Orders
(including the exhibits thereto) and the facts set forth therein are true and correct to the
best of my knowledge, information and belief. Moreover, I believe that the relief sought
in each of the First Day Pleadings and First Day Orders is important to the Debtors'
ability to transition to, and operate in, chapter 11 with minimum interruption or
disruption to their businesses or loss of value. The Debtors engaged in significant
efforts prior to the Petition Date to explore options for possible disposition and
refinancing of the properties, including discussions with Irving DC. Such efforts are
ongoing. The Debtors believe the properties have significant equity value, and that
they present a range of opportunities for satisfying all creditors in full while affording
potential equity upside for their equity owners. The Debtors therefore commenced
these chapter 11 cases to protect the potential loss of equity occasioned by the pending
foreclosure, and to utilize the tools afforded by the Bankruptcy Code to promulgate a
restructuring plan as soon as possible.
A.
Administrative Pleadings.
17.
The Debtors have filed several "administrative" motions pursuant
to which they seek: (a) joint administration of the Debtorsâ bankruptcy cases;
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(b) authorization to file a single, consolidated list of the Debtors' 20 largest creditors and
(c) extension of the Debtorsâ deadline to file schedules and statements and related relief.
i.
Joint Administration
18.
The Debtors are requesting that their chapter 11 cases be jointly
administered. The Debtors consist of Puble and its affiliate, Scotia. I believe that the
joint administration of these cases will avoid the unnecessary time and expense of
duplicative motions, applications, orders and other pleadings that otherwise would
need to be filed in each separate case absent joint administration, thereby saving
considerable time and expense for the Debtors, and resulting in substantial savings for
their estates. I also believe that duplication of substantially identical documents would
be wasteful and would needlessly burden the Clerk of the Court with duplicative
filings. Further, I believe joint administration will protect parties-in-interest by ensuring
that parties in each of the Debtors' respective chapter 11 cases will be apprised of the
various matters before the Court in these cases. In addition, I believe it would be far
more practical and expedient for the administration of these chapter 11 cases if the
Court were to authorize their joint administration. It is envisioned that many of the
motions, hearings, and other matters involved in these chapter 11 cases will affect both
of the Debtors. Consequently, I believe joint administration will reduce costs and
facilitate a more efficient administrative process, unencumbered by the procedural
problems otherwise attendant to the administration of separate, albeit related, chapter
11 cases.
19.
I believe joint administration will also allow the Court and the
Debtors to employ a single docket for the two chapter 11 cases and to combine, and
thereby simplify, notice to creditors and other parties in interest in these bankruptcy
cases. Finally, I believe joint administration will ease the burden on the United States
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Trustee in supervising these bankruptcy cases. Additionally, I believe waiver of the
requirements imposed by section 342(c)(1) of the Bankruptcy Code and Bankruptcy
Rule 2002(n) that the Debtorsâ caption and other notices mailed in these chapter 11 cases
include the Debtorsâ tax identification numbers and other information relating to the
Debtors is appropriate in these chapter 11 cases. I believe including the Debtorsâ tax
identification numbers and addresses on each caption would be unduly cumbersome,
and may be confusing to parties in interest. More importantly, I am advised that waiver
of the tax identification number and address requirement is purely procedural in nature
and will not affect the rights of parties in interest, especially given that the Debtors
propose to include in each pleading they file and notice they mail a footnote listing each
of the Debtors, their respective addresses, and the last four digits of their tax
identification numbers (if applicable).
ii.
Consolidated List of Creditors and to Establish Notice Procedures
20.
The Debtors are requesting authorization to file a single
consolidated list of their top 20 creditors (the "Consolidated Top 20 List") in lieu of a
Top 20 List (defined below) for each Debtor. I am advised that Rule 1007(d) of the
Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") requires a debtor to
file a list containing information on its twenty largest unsecured creditors, excluding
insiders (a "Top 20 List"). I am further advised that the Top 20 List is intended to
facilitate the appointment of a creditors' committee by the United States Trustee (the
"U.S. Trustee"). If a creditors' committee is appointed, I believe the Consolidated Top 20
List will be sufficient to aid in the U.S. Trustee's appointment of a creditors' committee.
21.
Under the circumstances, I believe re-formatting the Creditor List,
preparing and filing separate formatted creditor matrices, and otherwise complying
with the List Filing Requirements will impose unnecessary administrative burdens on,
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and will distract, the Debtors without any corresponding benefit to the estates. In this
context, I believe requiring each Debtor to file a Top 20 List would impose an
unnecessary administrative burden on the Debtors, without conferring any benefit
upon the Debtorsâ estates or the U.S. Trustee.
iii.
Schedules and Statements Motion
22.
The Debtors are requesting that the Court extend the time by which
the Debtors must file their schedules of assets and liabilities and statements of financial
affairs ("Schedules and Statements") to 30 days after the current deadline. The
requested extension would give the Debtors until 44 days after the Petition Date to file
their Schedules and Statements. I believe no creditor or other party in interest will be
prejudiced by the requested extension of time for the filing of the Schedules and
Statements. Due to the exigent circumstances leading to the filing of these chapter 11
cases, coupled with the limited staffing available to gather and process the information
and data needed to complete the Schedules and Statements, I believe the Debtors will
be unable to complete their Schedules and Statements by the current deadline imposed
by the Bankruptcy Code, as relayed to me by counsel. Given the substantial burdens
already imposed on the Debtors' management by the sudden commencement of these
chapter 11 cases, the limited number of employees available to collect the information,
the competing demands upon such employees, and the time and attention the Debtors
must devote to the restructuring process, I believe that âÂÂcauseâ exists to extend the
current deadline by thirty (30) days. I believe the requested extension will enhance the
accuracy of the Schedules and Statements when filed and help avoid the potential
necessity of substantial subsequent amendments.
B.
Operational Motion â Cash Management
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In addition to the administrative motions described above, the
Debtors have filed a more "operational" focused motion seeking: (a) authority to
continue utilizing their cash management practices, bank accounts, and business forms;
(b) a waiver of deposit and investment guidelines, and (c) authority to continue
intercompany transactions.
24.
I am advised that the U.S. Trustee Guidelines, among other
restrictions and requirements, prohibit disbursements other than by numbered checks,
which checks must bear the applicable debtorâÂÂs case name and case number, a âÂÂdebtor
in possessionâ designation, and an indication of the account type. I am further advised
that rigid adherence to the U.S. Trustee Guidelines would require, among other things,
closure of prepetition bank accounts, the opening of new accounts, and the immediate
printing of new checks with a âÂÂDebtors in Possessionâ designation on them. Thus, I
believe enforcement of the U.S. Trustee Guidelines in these chapter 11 cases would
disrupt the Debtorsâ business operations, impose burdensome expenses on the estates,
and unnecessarily distract the Debtors from their reorganization efforts.
25.
Moreover, in the ordinary course of business, the Debtors may also
use other various business forms, including, but not limited to, business letterhead,
purchase orders, invoices, envelopes, promotional materials, and other business forms
and correspondence. To minimize expenses, the Debtors seek authority to continue
using the business forms, substantially in the forms existing immediately before the
Petition Date and without any reference in such forms to the Debtorsâ status as debtors
in possession. As with the bank accounts, I believe requiring the Debtors to change
their existing business forms would unnecessarily distract the Debtors from their
restructuring efforts and impose needless expense. Furthermore, I believe authorizing
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continued use of both the bank accounts and the business forms will make the DebtorsâÂÂ
transition into chapter 11 smoother, less costly, and more orderly.
26.
Puble maintains several bank accounts with NYCB, while Scotia
maintains a bank account with Wells Fargo (collectively, the "Bank Accounts"). Rents
paid in connection with the Irving Place Property are remitted to Puble's main
operating account, which is also used to pay expenses associated with the property.
Puble has two additional operating accounts, as well as a money market savings
account, each of which hold de minimis funds as of the Petition Date. Lastly, Puble
holds approximately $409,000 in an account designated to hold tenants' security
deposits, which account is currently blocked.
27.
In order to fund their operations and maintain their properties, the
Debtors utilize cash management practices to transfer funds between and among their
Bank Accounts to satisfy operational expenses and for other business purposes (the
"Cash Management Practices"). Specifically, Puble transfers funds out of its main
operating account to Scotia's Bank Account to satisfy certain expenses needed to
maintain the H Street Property, such as insurance coverage, as necessary. The Debtors
seek to continue these Cash Management Practices, including utilization of the Bank
Accounts, to minimize disruption and mitigate administrative costs associated with
these chapter 11 cases.
28.
Additionally, the Debtors seek a waiver of the various deposit and
investment guidelines set forth in to section 345 of the Bankruptcy Code and in
promulgations by the Office of the U.S. Trustee (the "Guidelines"). Although NYCB is
not listed as an authorized depository in the Guidelines, the Debtorsâ funds located in
those accounts are fully insured by the FDIC. Accordingly, the deposit and investment
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requirements under section 345 of the Bankruptcy Code and the Guidelines should be
waived.
29.
Finally, the Debtors engage in routine intercompany transactions
(the "Intercompany Transactions") to satisfy their respective obligations and maintain
their properties, give rise to claims (the "Intercompany Claims"). Specifically, as
discussed above, Puble transfers funds from its main operating account to Scotia's
account to satisfy expenses incurred in maintaining the H Street Property. Continuance
of these Intercompany Transactions is vital to preserving the value of the Debtors'
estates, particularly the H Street Property owned by Scotia.
30.
The Debtors, through the Cash Management Practices, are able to
track the flow of funds moving through their respective Bank Accounts and will
continue to track such funds post-petition. As such, the Debtors request authority to
continue the Intercompany Transactions and further request that any Intercompany
Claims arising post-petition be accorded administrative expense priority.
31.
Accordingly, I believe entry of an Order granting the relief
requested in the Cash Management Motion is in the best interests of the DebtorsâÂÂ
estates.
PART IV: INFORMATION REQUIRED BY LOCAL BANKRUPTCY
RULE 1007-2
32.
Local Bankruptcy Rule 1007-2 requires that the Debtors provide
certain information, which is set forth below.
33.
As required under Local Bankruptcy Rule 1007-2(a)(3), to the best
of the Debtors' knowledge and belief, there have been no committees organized prior to
the Petition Date.
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As required under Local Bankruptcy Rule 1007-2(a)(4), Exhibit B
lists the following information with respect to each of the holders of the Debtors' twenty
(20) largest unsecured claims on a consolidated basis, excluding claims of insiders: the
creditor's name, address (including the number, street, apartment or suite number, and
zip code, if not included in the post office address), telephone number, the name(s) of
person(s) familiar with the Debtors' accounts, the amount of the claim, and an
indication of whether the claim is contingent, unliquidated, disputed or partially
secured. In each case, the claim amounts listed on Exhibit B are estimated and subject
to verification. In addition, the Debtors reserve their rights to assert remedies, defenses,
counterclaims, and offsets with respect to each claim.
35.
As required under Local Bankruptcy Rule 1007-2(a)(5), Exhibit C
provides the following information with respect to each of the largest secured claims
against the Debtors on a consolidated basis: the creditor's name and address (including
the number, street, apartment or suite number, and zip code, if not included in the post
office address), the amount of the claim, a brief description of the claim, and whether
the claim or lien is disputed. In each case, the claim amounts listed on Exhibit C are
estimated and subject to verification. In addition, the Debtors reserve their rights to
assert remedies, defenses, counterclaims, and offsets with respect to each claim.
36.
As required under Local Bankruptcy Rule 1007-2(a)(6), the Debtors'
unaudited financial statements showed that: (a) the Debtor Puble has approximately
$49,975,000 in total assets and $9,919,000 in total liabilities and (b) the Debtor Scotia has
approximately $8,000,000 in total assets and $4,000,000 in total liabilities. A copy of the
Debtors respective balance sheets is attached as Exhibit G.
37.
As required under Local Bankruptcy Rule 1007-2(a)(7), to the best
of my knowledge and belief, as of the Petition Date, the Debtors are not publicly traded.
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As required under Local Bankruptcy Rule 1007-2(a)(8), to the best
of my knowledge and belief, the Debtors do not have any property in the possession or
custody of any custodian, public officer, mortgagee, pledgee, assignee of rents, or
secured creditor, or agent for any such entity.
39.
As required under Local Bankruptcy Rule 1007-2(a)(9), Exhibit D
provides a list of the premises owned, leased, or held under other arrangement from
which the Debtors operate their business.
40.
As required under Local Bankruptcy Rule 1007-2(a)(10), Exhibit E
provides the location of the Debtors' substantial assets, the location of their books and
records, and the nature and location of assets held by the Debtors outside the territorial
limits of the United States.
41.
As required under Local Bankruptcy Rule 1007-2(a)(11), to the best
of my knowledge and belief, there is no other action pending against the DebtorâÂÂs
property where a seizure of the Debtors' property may be imminent other than with
regard to the aforementioned foreclosure sale of the H Street Property owned by the
Debtor Scotia.
42.
As required under Local Bankruptcy Rule 1007-2(a)(12), Exhibit F
provides a list of the names of the individuals who comprise the Debtors' existing
senior management, their tenure with the Debtors, and a brief summary of their
relevant responsibilities and experience.
43.
Local Bankruptcy Rule 1007-2(b)(1)-(2) requires the estimated
amount, on a consolidated basis, to be paid to the Debtors' employees (not including
officers, directors, and stockholders) for the 30-day period following the filing of the
Debtors' chapter 11 petitions and the amount paid and proposed to be paid to officers,
stockholders and directors and financial consultants for services for the thirty day
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period following the petition date. The estimated amount to be paid to non-officer
employees is $10,000 per month. The estimated amount, on a consolidated basis, to be
paid to the Debtors' officers (Mr. Lapas, $6,700), the directors receive no compensation.
Furthermore, the Debtors have budgeted approximately $25,000.00 to be paid to the
Debtors' professionals for the 30-day period following the Petition Date.
To the best of my knowledge and belief I swear under penalty of perjury
that the foregoing is true and correct.
Dated: March 28, 2017
By: /s/Charis C. Lapas
Name: Charis C. Lapas, in his capacity as
President of Scotia Valley, N.V. and President
of Puble N.V.
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