case 19-11739-lss doc 132 filed 08/21/19 page 1 of...
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IN THE UNITED STATES BANK~2UPTCY COURTFOR THE DISTRICT OF DELAWARE
In re:
iPic-Gold Class Entertainment LLC, et al.,l
Debtors.
Chapter 11
Case No. 19-11739 (LSS)
(Jointly Administered)
APPLICATION FOI2 ODDER, PURSUANT TO 11 U.S.C. §§ 327(a) AND 328(a),FED. R. BANKR. ~'. 2014(a) AND DEL. BANKR. L.R. 2014-1 AUTHORIZING
EMPLOYMENT AND RETENTION OF AURORA MANAGEMENT PARTNERS LLCTO PROVIDE TRANSITIONAL FINANCIAL ADVISORY SE~2VICES TO
THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE
The above-captioned debtors and debtors in possession (the "Debtors") hereby
submits this application (the "Application") for entry of an order, substantially in the form
attached hereto as Exhibit A pursuant to section 327(a) and 328(a) of the Bankruptcy Code,
Bankruptcy Rule 2014(a) and Local Rule 2014-1 authorizing the retention and employment of
Aurora Management Partners, LLC ("AMP"), to provide transitional financial advisory services
to the Debtors in these chapter 11 cases, nunc pNo tunc to the Petition Date, in accordance with
the terms and conditions set forth in that certain engagement letter, dated as of June 24, 2019 (the
"Engagement Letter"), attached hereto as Exhibit B. In support of this Application, the Debtors
submit the Declaration of David M. Baker (the "Declaration"), attached hereto as Exhibit C. In
further support of this Application, the Debtors respectfully state as follows:
' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identificationnumber, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic GoldClass Holdings LLC (6315); iPic Media, LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC(1035). The Debtors' principal place of business is 433 Plaza Real, Suite. 335, Boca Raton, FL 33432.
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Jurisdiction
The United States Bankruptcy Court for the District of Delaware (the
"Court") has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the
Amended Standing Order of RefeNence fNom the United States DistNict Court fog the DistNict of
Delaware, dated February 29, 2012. This matter is a core proceeding within the meaning of 28
U.S.C. § 157(b)(2), and the Debtors confirm its consent pursuant to Rule 9013-1(~ of the Local
Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the
District of Delaware (the "Local Rules") to the entry of a final order by the Court in connection
with this Motion to the extent that it is later determined that the Court, absent consent of the
parties, cannot enter final orders or judgments in connection herewith consistent with Article III
of the United States Constitution.
2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3. The statutory bases for the relief requested herein are sections 327(a) and
328(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcv Code"),
Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the ̀ Bankruptcy Rules") and Rules
2014-1 and 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware (the "Local Rules").
Relief Requested
4. By this Application, the Debtors seek the entry of an order, in substantially
the form attached hereto as Exhibit A, pursuant to section 327(a) and 328(a) of the Bankruptcy
Code, Bankruptcy Rule 2014(a) and Local Rule 2014-1, authorizing the Debtors to employ and
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retain AMP as their financial advisor, nunc pro tunc to the Petition Date, to provide transitional
financial advisory services pursuant to the terms and conditions of the Engagement Letter.
Background
5. On the date hereof (the "Petition Date"), the Debtors commenced these
cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The
Debtors have continued in the possession of their property and have continued to operate and
manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.
6. No trustee or examiner has been appointed in the Debtors chapter 11
Cases. On August 14, 2019, the Office of the United States Trustee appointed a committee of
unsecured creditors and appointed five (5) members thereto.
7. Amore detailed description of the business and operations of the Debtors,
and the events leading to the commencement of these chapter 11 cases, is provided in the
Declaration of David M. Baker in Support of First Day Motions [Docket No. 4] (the "First Day
Declaration"), filed concurrently herewith and incorporated herein by reference.2
8. Based on the complexities associated with administering chapter 11 cases,
the Debtors have determined that they require the assistance of a Chief Restructuring Officer
("CRO") with the support of additional personnel with specialized experience in bankruptcy and
financial advisory services. The Debtors hired AMP on or about June 24, 2019, to serve as their
financial advisor. A few weeks thereafter, The Debtors' secured lenders informed them that the
2 Capitalized term used but not otherwise defined herein shall have the meanings ascribed to them in the First Day
Declaration.
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secured lenders would only agree to provide additional financing if the Debtors retained a CRO.
Although the Debtors proposed that David Baker of AMP serve as the CRO, this was not
acceptable to the secured lenders. As the Debtors commenced preparation for the filing of their
chapter 11 cases, the Debtors and the secured lenders continued to discuss the appointment of a
CRO acceptable to both parties. Ultimately the parties reached agreement on retention of
William Nolan of FTI Consulting, Inc., as the CRO on the eve of the filing of the Debtors'
chapter 11 cases.
9. Therefore, the Debtors filed their DebtoNs' Motion to Retain FTI
Consztlting, Inc. to (i) Provzde the Debtors a Chief Restructuring Officer and Certain Additional
Personnel and (iz) Designate William J. Nolan as Chief Rest~uctu~ing Offices for the Debtors
Nunc Pao Tunc to the Petition Date [Docket No. 110] (the "CRO Motion") on August 15, 2019.
The CRO Motion seeks to approval of William Nolan as the Debtors' CRO as well as approval
for certain individuals of Mr. Nolan's firm, FTI Consulting, Inc., to provide support services to
the CRO.
10. Because AMP has been working on several projects with the Debtors
since prior to the Petition Date and the proposed CRO has only been in place since August 5,
2019, the Debtors have determined that it is both more cost effective and efficient for AMP
complete the Services below given AMP's familiarity and work performed to date.
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Scope of Services
11. Specifically, AMP will provide various financial advisory services which
may include, but are not necessarily limited to, the following (collectively, the "Services"):3
a. Assisting in the preparation of the Schedules and Statements ofFinancial Affairs for each of the six Debtors;
b. Preparing for and attending the Initial Debtor Interview with theDebtors on August 13, 2019, including preparing the informationrequested by the Office of the United States Trustee in connectiontherewith;
c. Assisting with the preparation of the Debtors' initial and monthlyoperating reports;
d. Assisting with the preparation, reconciliation and development ofthe Debtors' cash flow budget and continuing to work with theDebtors' secured lenders in connection therewith; and
e. Other transitional tasks with which AMP is already familiar orwhich can be more efficiently accomplished by AMP.
12. Subject to this Court's approval of the relief requested in this Application,
AMP is willing to provide the Services to the Debtors. AMP will coordinate with the Debtors'
other retained professionals, including the CRO, to avoid unnecessary duplication of services.
Compensation
13. AMP has agreed to be paid according to the following fee structure:
a. Director/Managing Director/Senior Managing Director/Managing Partner $350 - $650
b. Consultant/Senior Consultant $250 - $350
c. Analysts $175 - $250
3 To the extent that this Application and the terms of the Engagement Letter are inconsistent, the terms of theEngagement Letter shall control.
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d. Administrative $125
14. The Debtors understand that AMP hereafter intends to apply to the Court
for allowances of compensation and reimbursement of expenses in accordance with the
Application, as well as the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules,
the Local Rules and orders of this Court for all services performed and expenses incurred after
the Petition Date.
15. The fee structure is consistent with and typical of compensation
arrangements entered into by AMP and other comparable firms in connection with the rendering
of similar services under similar circumstances.
16. As noted above, AMP has provided prepetition financial and restructuring
services to the Debtors. During the one-year period prior to the commencement of these chapter
11 cases, AMP has received $273,807.99 from the Debtors for services performed and expenses
incurred prior to the Petition Date.
17. Other than as set forth herein or in the Engagement Letter, there is no
proposed arrangement between the Debtors and AMP for compensation to be paid in these
chapter 11 cases. Except as permitted under section 504(b) of the Bankruptcy Code and except
for payments by AMP to its employees, consultants and independent contractors, AMP has no
agreement with any other entity to share any compensation received, nor will any such
agreement be made.
18. AMP is not a creditor of the Debtors' estates, and has been fully paid by
the Debtors for all prepetition services rendered by AMP to the Debtors.
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AMP' Qualifications
19. AMP possesses extensive knowledge and expertise in the areas of
bankruptcy and financial matters relevant to these chapter 11 cases, and is well qualified to
advise the Debtors on such bankruptcy and financial matters. AMP has been retained to provide
financial advisory services in several other chapter 11 cases in this district and other districts
around the country. See, e.g., In re Malibu Lighting Corporation, Case No. 15-12080 (BLS)
(Bankr. D. Del. Nov. 4, 2015). Other sample representations of AMP include: financial advisors
to the debtors in CCI of West Palm (S.D. Fla.), Advanced Vending Systems (E.D. Tenn.),
Summitville Tiles (N.D. Ohio), SKI Chalet (E.D. Va.), Shelby-Skipwith (W.D. Tenn.), Blue
Thunder Auto Transport (N.D. Ga.), and Schirmers LLC (E.D. Va.); and financial advisors to the
creditors' committees in Foss Manufacturing (D.N.H.), Protected Vehicles (D.S.C.), Airnet
Communications (M.D. Fla.), Red Shield Environmental (D. Me.), and Pike Nursery (N.D. Ga.).
20. As explained above, AMP has been providing critical financial advisory
services since June 24, 2019, that were instrumental in the preparation and filing of the chapter
11 cases, including assistance with creating the Debtors' budget for the motion to approve
postpetition funding and use of cash collateral;4 assisting in the preparation of the various "first
4 See Debtors' Motion for Interim and Final Orders: (A) Authorizing Debtors in Possession to (1) Obtain
Postpetition Financing Pursuant to 11 U.S. C. ,¢,¢ 105, 362, 363, and 364, (II) Grant Liens and Superpriority Clairras
to Postpetition Lenders Pursuant to 11 U.S.C. ~'~ 364; (III) Use Cash Collateral, and (IV) Provide Adequate
Protection to Prepetition Credit Parties, (B) Modifying Aattomatic Stay Pursuant to 11 U.S.C. ~',¢ 361, 362, 363, and
364; and (C) Scheduling Finad Hearing Pursuant to Bankruptcy Rules 4001 (b) and (c) and Local Bankruptcy Rarle
X001-2 [Docket No. 15].
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day motions" approved by the Court on August 7, 2019; and providing other necessary financial
advisory services to the Debtors.5
21. In addition to AMP' experience in the reorganization, restructuring and
sales of troubled companies, both in and out of court, AMP has developed an in-depth
understanding of the Debtors' financial history, business operations, and the industry in which
the Debtors operate since its engagement. AMP has therefore accumulated significant in-depth
knowledge regarding the Debtors. Its professionals have worked closely with the Debtors'
management and other professionals and have become well-acquainted with the Debtors'
operations, debt structure, creditors, business, and related matters. Accordingly, AMP has
developed significant relevant experience regarding the Debtors that will assist AMP in
providing effective and efficient services in these chapter 11 cases.
Indemnification
22. Schedule B of Engagement Letter contains standard indemnification
language with respect to AMP's services including, without limitation, an agreement by the
Debtors to indemnify, and hold harmless AMP and its affiliates, and their respective past, present
and future directors, officers, shareholders, partners, members, employees, agents,
representatives, advisors, consultants, analysts, subcontractors and controlling persons. The
Debtors and AMP believe that the indemnification provisions contained in the Engagement
Letter (the "Indemnification Provisions") are customary and reasonable for firms providing
financial advisory services.
5 David M. Baker, the Co-Founder and Managing Partner of AMP is the first day declarant. See Declaration ofDavid M. Baker in Support of the First Day Motions [Docket No. 4]
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23. The provisions contained in the Engagement Letter, viewed in conjunction
with the other terms of AMP' proposed retention, are reasonable in light of the fact that the
Debtors requires AMP' services to successfully navigate its chapter 11 cases. Accordingly, as
part of this Application, the Debtors request that this Court approve the Indemnification
Provisions as set forth in the Engagement Letter and Order.
Disinterestedness of AMP
24. To the best of the Debtor's knowledge and except to the extent disclosed
herein and in the Declaration: (a) AMP is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code,
and does not hold or represent an interest adverse to the Debtors' estates; and (b) has no
connection to the Debtors, their creditors, or other parties in interest in these cases.
25. AMP will periodically review its files during the pendency of these cases
to ensure that no conflicts or other disqualifying circumstances exist or arise. To the extent that
AMP discovers any new relevant facts or relationships bearing on these matters described herein
during the period of AMP' retention, AMP will promptly file a supplemental declaration as
required by Bankruptcy Rule 2014(a).
Basis for• Relief
26. Section 327(a) of the Bankruptcy Code authorizes a debtor to employ
professionals that "do not hold or represent an interest adverse to the estate, and that are
disinterested persons." 11 U.S.C. § 327(a). As discussed above, AMP satisfies the
disinterestedness standard of section 327(a) of the Bankruptcy Code.
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27. In addition, the Debtors seek approval of the Motion pursuant to
section 328(a) of the Bankruptcy Code, which provides, in relevant part, that the debtor "with the
court's approval, may employ or authorize the employment of a professional person under
section 327 ... on any reasonable terms and conditions of employment, including on a retainer,
on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis ...."
11 U.S.C. § 328(a).
28. Section 328 of the Bankruptcy Code allows the debtor to retain a
professional on a fixed fee or hourly fee basis such as the fee structure provided for in the
Engagement Letter. These fees are intended to reasonably compensate AMP given the nature
and scope of services to be provided pursuant to the Engagement Letter, and are reflective of the
market rate for a financial and restructuring advisory firm with AMP' substantial experience.
Further, the fee structure is consistent with fee structures typically utilized by AMP and other
leading financial and restructuring advisory firms. Accordingly, the Debtors believe that the fee
structure is reasonable and consistent with the requirements of section 328(a) of the Bankruptcy
Code.
29. Moreover, Bankruptcy Rule 2014(a) requires that an application for
retention include:
[S]pecific facts showing the necessity for the employment,
the name of the [firm] to be employed, the reasons for theselection, the professional services to be rendered, anyproposed arrangement for compensation, and, to the best ofthe applicant's knowledge, all of the [firm's] connectionswith the debtor, creditors, any other party in interest, theirrespective attorneys and accountants, the United Statestrustee, or any person employed in the office of the UnitedStates trustee.
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Fed. R. Bankr. P. 2014(a).
30. The Debtors selected AMP as their financial advisor because of AMP'
experience and reputation for providing financial advisory services in complex chapter 11 cases.
In addition, AMP has acquired significant knowledge of the Debtors and their business
operations as a result of the prepetition work performed on behalf of the Debtors. In providing
prepetition services to the Debtors, AMP has worked closely with the Debtors' management and
their other advisors. Accordingly, AMP has developed relevant experience and expertise
regarding the Debtors that will facilitate it in providing effective and efficient services in these
cases.
31. Denial of the Debtors' continued employment of AMP would
disadvantage the Debtors by depriving them of the assistance of qualified financial advisors who
already have substantial experience working with the Debtors. If the Court were to deny the
retention of AMP, the Debtors would be forced to essentially "recreate the wheel" by requiring
the CRO to perform the same transitional services that AMP already is performing, but without
the benefit of AMP's prior knowledge and developed expertise. Because the CRO has only been
providing services since August 5, 2019, Aurora has a greater institutional knowledge of the
Debtors, is already performing transitional financial advisory services on behalf of the Debtors,
and can continue to do so in the most efficient and cost-effective manner possible under the
circumstances. Given the size and complexity of the Debtors' business, replacing AMP would
require the Debtors to commit significant resources for the CRO and his additional personnel to
accomplish the same tasks AMP is currently performing. Accordingly, the retention of AMP is
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critical to the Debtors' prospects for successful chapter 11 cases, and therefore the Court should
grant the relief requested herein.
Notice
32. Notice of this Application shall be provided to the following parties, or
their counsel, if known: (a) the Office of the United States Trustee; (b) counsel for postpetition
and prepetition lenders;. and (c) proposed counsel to the official committee of unsecured creditors
appointed in these chapter 11 cases; and (d) any party that has requested notice pursuant to
Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no
other or further notice need be given.
No Prior Request
33. No prior application for the relief sought herein has been made to this or
any other court.
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WHEREFORE, the Debtors respectfully request that the Court enter an order,
substantially in the form submitted with the Application, (i) authorizing the Debtors to retain and
employ AMP as their financial advisor, nunc pro tunc to the Petition Date, to the Debtors in
these chapter 11 cases and (ii) granting such other and further relief as the Court may deem just
and proper.
Dated: ~~'~:~d~ a .~-~ , 2019 iPic-Gold Class Entertainment, LLC, et aL
Hamid HashemiChief Executive Officer
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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
In re:
iPic-Gold Class Entertainment, LZ,C, et al.,l
Debtors.
Chapter 11
Case No. 19-11739 (LSS)
(Jointly Administered)
Objection Deadline: September 4, 2019 at 4:00 p.m. (ET)Hearing Date: September 11, 2019 at 11:00 a.m. (ET)
NOTICE OF APPLICATION FOR ORDER, PURSUANT TO li U.S.C. §§ 327(A) AND328(A), FED. R. BANKR. P. 2014(A) AND DEL. BANKR. L.R. 2014-1 AUTHORIZINGEMPLOYMENT AND RETENTION OF AURORA MANAGEMENT PARTNERS LLC
TO PROVIDE TRANSITIONAL FINANCIAL ADVISORS SERVICES TO THEDEBTORS NUNC PRO TUNC TO THE PETITION DATE
TO: (a) the Office of the United States Trustee; (b) counsel for postpetition and prepetitionlenders; (c) proposed counsel to the official committee of unsecured creditors appointedin these chapter 11 cases; and (d) any party that has requested notice pursuant toBankruptcy Rule 2002.
PLEASE TAKE 1e10TICE that on August 21, 2019, the above-captioned debtors
and debtors in possession (collectively, the "Debtors"), filed the attached Application foN O~deN,
Pursuant to 11 U.S.C. ~,~ 327(a) and 328(a), Fed. R. Bank. P. 2014(a) and Del. BankN. L.R.
2014-1 Authorizing Employment and Retention of AuNONa Management Partners LLC to PNovide
Transitional Financial Advisory SeNvices to the DebtoNs Nunc Pro Tunc to the Petition Date (the
"Application") with the United States Bankruptcy Court for the District of Delaware, 824 Market
Street, 3rd Floor, Wilmington, Delaware 19801 (the "Bankruptcy Court").
' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification
number, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic Gold
Class Holdings LLC (6315); iPic Media LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC
(1035). The Debtors' principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.
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PLEASE TAKE FURTHER NOTICE that any response or objection to the
Application must be filed with the Bankruptcy Court on or before September• 4, 2019 at 4:00
p.n1. (astern Time).
PLEASE TAKE FURTHER NOTICE that at the same time, you must also
serve a copy of the response or objection upon: (i) the Debtors, iPic-Gold Class Entertainment,
LLC, 433 Plaza Real, Suite 335, Boca Raton, FL 33432-3945, Attn: Hamid Hashemi and Paul
Safran, Esa.; (ii) broposed counsel for the Debtors, Pachulski Stang Ziehl &Jones LLP, 919 N.
Market Street, 17th Floor, Wilmington, DE 19801, Attn: Peter J. Keane, Esq.
([email protected]) and Pachulski Stang Ziehl &Jones LLP, 10100 Santa Monica Blvd.,
13th Floor, Los Angeles, CA 90067, Attn: Jeffrey N. Pomerantz, Esq.
([email protected]); (iii) proposed counsel to the committee of unsecured creditors, Cole
Schotz P.C., 500 Delaware Avenue, Suite 1410, Wilmington, DE 19801, Attn: G. David Dean,
Esq. ([email protected]); (iv) counsel for the Debtors' prepetition and postpetition secured
lenders, Burr &Forman LLP, 420 N. 20th Street, Suite 3400, Birmingham, AL 35203, Attn:
Derek F. Meek, Esq. ([email protected]) and Jeffrey T. Baker, Esq. ([email protected]) and Burr
& Forman LLP, 1201 N. Market Street, Suite 1407, Wilmington, DE 19801, Attn: Richard A.
Robinson, Esq. ([email protected]) and J. Cory Falgowski, Esq. ([email protected]); (v)
the Office of the United States Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington,
DE 19801, Attn: Benjamin A. Hackman, Esq. ([email protected]); and (vi) any
other party that has filed a request for notices with the Court.
PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN
ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF
REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.
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PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER
THE RELIEF SOUGHT IN THE APPLICATION WILL BE HELD ON SEPTEMBER 11,
2019 AT 11:~l0 A.1d~I. (~AS'I'~~1~1 'TIME) BEFORE THE HONORABLE LAURIE SELBER
SILVERSTEIN, UNITED STATES BANKRUPTCY COURT JUDGE, AT THE UNITED
STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH
MARKET STREET, 6TH FLOOR, COURTROOM NO. 2, WILMINGTON, DELAWARE
19801.
Dated: August 21, 2019 PACHULSKI STANG ZIEHL &JONES LLP
/s/Peter J. Keane
Jeffrey N. Pomerantz (CA Bar No. 143717)Debra I. Grassgreen (CA Bar No. 169978)Peter J. Keane (DE Bar No. 5503)919 N. Market Street, 17th FloorP.O. Box 8705Wilmington, DE 19899 (Courier 19801)Telephone: (302) 652-4100Facsimile: (302) 652-4400E-mail: [email protected]
dgrassgreen@pszj law.compkeane@pszj law.com
Proposed Attorneys for DebtoNs and Debtors inPossession
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EXHIBIT A
(Declaration)
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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
iPic-Gold Class Entertainment LLC, et al.,i
Chapter 11
Case No. 19-11739 (LSS)
(Jointly Administered)
DECLAIaA'I'ION OF DAVID M< ~AI~IZ IN SUPPO~2'I' O~ A~'I'I~ICATION FQRO~EI2, PI1~tSiJA1~TT '~O 11 U.Q.C. §§ 327(A) ANI) 32~(A), FED. ~Z. ~3Al~TK~Z. P.2014(A) AND DEL. I3ANKR. L.R. 2014-1 AUTHORIZING EMPLOYMENT AND
RETENTION OF AURORA MANAGEMENT PARTNERS, LLC TOPROVIDE TRANSITIONAL FINANCIAL ADVISORY SERVICES TO
THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE
David M. Baker, being duly sworn according to law upon his oath, states and
affirms as follows:
I am the Co-Founder and Managing Partner of Aurora Management
Partners LLC ("AMP"), which maintains offices at 112 South Tryon Street, Suite 1770,
Charlotte, NC 28284. I submit this declaration on behalf of AMP in support of the application
(the "Application")Z of the debtors and the debtors-in-possession (the "Debtors") in the above-
captioned chapter 11 cases for an order employing AMP as financial advisors to the Debtors.
Except as otherwise noted, I have personal knowledge of the matters set forth herein.
~ The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification
number, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic Gold
Class Holdings LLC (6315); iPic Media, LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC
(1035). The Debtors' principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.
z Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.
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Scone of Se~~~ices
2. The Debtors have filed their Debtors' Motion to Retain FTI Consulting,
Inc. to (i) Provide the Debtors a Chief RestNuctuNing OfficeN and CeNtain Additional PeNso~znel
and (ii) Designate William J. Nolan as Chief RestructuNing OfficeN for the DebtoNs Nunc Pro
Tunc to the Petition Date (the "CRO Motion"). Because AMP has been working on several
projects with the Debtors since prior to the Petition Date and the proposed Chief Restructuring
Officer, William Nolan (the "CRO"), pursuant to the CRO Motion has only been in place since
August 5, 2019, the Debtors have determined that it is both over cost effective and efficient to
have AMP complete the following services (as defined below) given AMP's familiarity and
work performed to date.
3. Specifically, AMP will provide various financial advisory services which
may include, but are not necessarily limited to, the following (collectively, the "Services"):3
a. Assisting in the preparation of the Schedules and Statements of
Financial Affairs for each of the six Debtors;
b. Preparing for and attending the Initial Debtor Interview with theDebtors on August 13, 2019, including preparing information
requested by the Office of the United States Trustee, in connectiontherewith;
c. Assisting with the preparation of the Debtors' initial and monthlyoperating reports;
d. Assisting with the preparation, reconciliation and development of
the Debtors' cash flow budget and continuing to work with theDebtors' secured lenders in connection therewith; and
3 To the extent that this Application and the terms of the Engagement Letter are inconsistent, the terms of the
Engagement Letter shall control.
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e. Other transitional tasks with which AMP is already familiar orwhich can be more efficiently accomplished by AMP.
4. Subject to this Court's approval of the relief requested in this Application,
AMP is willing to provide the Services to the Debtors. AMP will coordinate with the Debtors'
other retained professionals, including the CRO, to avoid unnecessary duplication of services.
Compensation
AMP has agreed to be paid according to the following fee structure:
a. Director/Managing Director/Senior Managing Director/Managing Partner $350 - $650
b. Consultant/Senior Consultant $250 - $350
c. Analysts
d. Administrative
$175 - $250
$125
6. AMP hereafter intends to apply to the Court for allowances of
compensation and reimbursement of expenses in accordance with the Application, as well as the
applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and orders
of this Court for all services performed and expenses incurred after the Petition Date.
7. The fee structure is consistent with and typical of compensation
arrangements entered into by AMP and other comparable firms in connection with the rendering
of similar services under similar circumstances. In determining the fee structure to be paid to
AMP and the reasonableness of such compensation, the Debtors relied on proposals received
from a number of other financial advisory firms solicited by the Debtors to provide comparable
3DOCS SF:101707.1 39566/002
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 4 of 25
services. AMP believes that the fee structure is in fact reasonable, market-based, and designed to
compensate fairly AMP for its work and to cover necessary expenses.
8. As noted above, AMP has provided prepetition financial and restructuring
services to the Debtors. During the one-year period prior to the commencement of these chapter
11 cases, AMP has received $273,807.99 from the Debtors for services performed and expenses
incurred prior to the Petition Date.
9. Other than as set forth herein or in the Engagement Letter, there is no
proposed arrangement between the Debtors and AMP for compensation to be paid in these
chapter 11 cases. Except as permitted under section 504(b) of the Bankruptcy Code and except
for payments by AMP to its employees, consultants and independent contractors, AMP has no
agreement with any other entity to share any compensation received, nor will any such
agreement be made.
10. AMP is not a creditor of the Debtors' estates, and has been fully paid by
the Debtors for all prepetition services rendered by AMP to the Debtors.
AMP' Qualifications
11. AMP possesses extensive knowledge and expertise in the areas of
bankruptcy and financial matters relevant to these chapter 11 cases, and is well qualified to
advise the Debtors on such bankruptcy and financial matters. AMP has been retained to provide
financial advisory services in several other chapter 11 cases in this district and other districts
around the country. See, e.g., In Ne Malibu Lighting CoNporation, Case No. 15-12080 (BLS)
(Bankr. D. Del. Nov. 4, 2015). Other sample representations of AMP include: financial advisors
4DOCS SF:101707.1 39566/002
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 5 of 25
to the debtors in CCI of West Palm (S.D. Fla.), Advanced Vending Systems (E.D. Tenn.),
Summitville Tiles (N.D. Ohio), SKI Chalet (E.D. Va.), Shelby-Skipwith (W.D. Tenn.), Blue
Thunder Auto Transport (N.D. Ga.), and Schirmers LLC (E.D. Va.); and financial advisors to the
creditors' committees in Foss Manufacturing (D.N.H.), Protected Vehicles (D.S.C.), Airnet
Communications (M.D. Fla.), Red Shield Environmental (D. Me.), and Pike Nursery (N.D. Ga.).
12. In addition to AMP' experience in the reorganization, restructuring and
sales of troubled companies, both in and out of court, AMP has developed an in-depth
understanding of the Debtors' financial history, business operations, and the industry in which
the Debtors operate since its engagement. AMP has therefore accumulated significant in-depth
knowledge regarding the Debtors. Its professionals have worked closely with the Debtors'
management and other professionals and have become well-acquainted with the Debtors'
operations, debt structure, creditors, business, and related matters. Accordingly, AMP has
developed significant relevant experience regarding the Debtors that will assist AMP in
providing effective and efficient transitional financial advisory services in these chapter 11 cases.
AMI" Disinterestedness
13. To the best of my knowledge, information, and belief, and except to the
extent disclosed herein and on Schedule 1 attached hereto: (a) AMP is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of
the Bankruptcy Code, and does not hold or represent an interest materially adverse to the
Debtors' estates; and (b) has no material connection to the Debtors, their creditors, or other
parties in interest in these cases.
DOGS SF:101707.139566/002
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 6 of 25
14. AMP will periodically review its files during the pendency of these cases
to ensure that no conflicts or other disqualifying circumstances exist or arise. To the extent that
AMP discovers any new relevant facts or relationships bearing on these matters described herein
during the period of AMP' retention, AMP will promptly file a supplemental declaration as
required by Bankruptcy Rule 2014(a).
[Remainder of page intentionally left blank)
6DOGS SF:101707.139566/002
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 7 of 25
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing
is true and correct.
Dated: August 21, 2019 /s/David M. Baker
David M. Baker
DOCS SF:101707.1 39566/002
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 8 of 25
Schedule 1
DOGS SF:101707.1 39566/002
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 9 of 25
Type Name
Bank JPMorgan Chase
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CLASS A EQUITY BONIFACIO RENTERIA
CLASS A EQUITY BONITA BECKHAM
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 10 of 25
CLASS A EQUITY BRADFORD C BANTA REVOCABLE TRUST
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CLASS A EQUITY CHARLES HEBERT
CLASS A EQUITY CHARLES WILLIAMS
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CLASS A EQUITY DANIEL HILTON-ALLEN
CLASS A EQUITY DANIEL LEWIS
CLASS A EQUITY DANTE MORTON
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 11 of 25
CLASS A EQUITY DARON WILSON
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CLASS A EQUITY DAVID MILLER
CLASS A EQUITY DAVID RICHARDSON
CLASS A EQUITY DAVID YU
CLASS A EQUITY DRWN FERRER
CLASS A EQUITY DEBBit ASHLEY
CLASS A EQUITY DEBORAH MENCONI
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CLASS A EQUITY DIANA GUEVARA
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CLASS A EQUITY DOMINIQUE SCOTT
CLASS A EQUITY DON PATTEE
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CLASS A EQUITY DWAYNE BOLAND
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CLASS A EQUITY EDUARDO NUNO
CLASS A EQUITY EILEEN DEADY
CLASS A EQUITY ELENA MENCOS
CLASS A EQUITY ELISABETH BULL
CLASS A EQUITY ELIZABETH DALLY
CLASS A EQUITY ELLIOT MOORE
CLASS A EQUITY EMILY SMITH
CLASS A EQUITY EMPLOYEES' RETIREMENT SYSTEM OF ALABAM
CLASS A EQUITY EQUITY TRUST CO CUSTODIAN FBO
CLASS A EQUITY ERHAN BAHCECI
CLASS A EQUITY ERIC DOLANSKI
CLASS A EQUITY ERIKA FOREMAN
CLASS A EQUITY ERIN LECUYER
CLASS A EQUITY ERIN RICKETTS
CLASS A EQUITY ERNEST HUNT
CLASS A EQUITY ERNEST SHEPPARD
CLASS A EQUITY ERSKINE SHOULARS
CLASS A EQUITY ESTHER BALBI
CLASS A EQUITY ESTHER GYAMBIBI
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 12 of 25
CLASS A EQUITY FARAH DHIAELDEEN
CLASS A EQUITY FRANCES NATAL
CLASS A EQUITY FREDERICK ZUPP
CLASS A EQUITY GABRIELA ROSES
CLASS A EQUITY GABRIELLE SCA~ISE
CLASS A EQUITY GAVIN NICHOLS
CLASS A EQUITY GEORGE JOSEPH
CLASS A EQUITY GEORGE M. PHILIP
CLASS A EQUITY GILDA WALLACE BONNEMERE
CLASS A EQUITY GLEN INGLIS
CLASS A EQUITY GRANT REID
CLASS A EQUITY GREGORY WILLIAMS
CLASS A EQUITY GRUPO SAN JOSE HOLDINGS
CLASS A EQUITY HAMID HASHEMI
CLASS A EQUITY HANAKA DIVERSIFIED LLC
CLASS A EQUITY HARRISON GORMAN
CLASS A EQUITY HECTOR GARCIA DE QUEVEDO KUR
CLASS A EQUITY HENRY WEBB
CLASS A EQUITY HERBERT LAZARUS
CLASS A EQUITY HERIBERTO COLLAZO
CLASS A EQUITY HILARY HENRY
CLASS A EQUITY HILDA MORRIS-JACKSON
CLASS A EQUITY UEOMA NIELD
CLASS A EQUITY IRIORI FREEMAN
CLASS A EQUITY IRVELTZ LAFLEUR
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CLASS A EQUITY JAC4UELINE CALLAHAN
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CLASS A EQUITY JAMES HATHAWAY
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CLASS A EQUITY JANITA MURRAY
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CLASS A EQUITY JAREE CHAMBERS
CLASS A EQUITY JASON GORDON
CLASS A EQUITY JAVIER MARTIN
CLASS A EQUITY JAVIS PERRY
CLASS A EQUITY JEAN-CLAUDE HENRY
CLASS A EQUITY JEFFREY HENKE
CLASS A EQUITY JEFFREY PHILIPPE
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 13 of 25
CLASS A EQUITY JEFFREY WHITE
CLASS A EQUITY JENNIFER DOTSON CODY
CLASS A EQUITY JENNIFER DOYLE
CLASS A EQUITY JENNIFER PEREZ
CLASS A EQUITY JENNIFER PHILLIPS
CLASS A EQUITY 1EREMIE JACKSON
CLASS A EQUITY JERMAINE ABRAMS
CLASS A EQUITY JESSE HARWICK
CLASS A EQUITY JILL COHEN
CLASS A EQUITY JILLIAN BAUER
CLASS A EQUITY JIM LEE
CLASS A EQUITY JIMEILE HOUSTON
CLASS A EQUITY JORQUlN MUVD[
CLASS A EQUITY JOHN DABU
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CLASS A EQUITY KENYATTA MOORE
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 14 of 25
CLASS A EQUITY KEVIN ANDERSON
CLASS A EQUITY KEVIN WICK
CLASS A EQUITY KHALIA DONALDSON
CLASS A EQUITY KHIADA AUTREY
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CLASS A EQUITY LATRESA WILLIAMS
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CLASS A EQUITY LAURA MOORE
CLASS A EQUITY LAURIE YARD
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CLASS A EQUITY LEONARD ROSS
CLASS A EQUITY LEROY GOODWIN
CLASS A EQUITY LETICIA GOVEA
CLASS A EQUITY LILLIAN STAJNBAHER
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CLASS A EQUITY LINDSAY FOX
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CLASS A EQUITY LLOYD OESTREICHER
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CLASS A EQUITY LORRAINE COLE
CLASS A EQUITY LOVELY SAINTIL
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CLASS A EQUITY LTONYA DAVIS
CLASS A EQUITY LUCY CARONE ELLIOTi'
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CLASS A EQUITY LUIS DE LANCER
CLASS A EQUITY LYNNE YARD
CLASS A EQUITY MAGDALENA KUSIO
CLASS A EQUITY MAHIDERE SAHLE
CLASS A EQUITY MALIKA SMITH
CLASS A EQUITY MANUE~ MEDRANO
CLASS A EQUITY MARC ALEXANDER
CLASS A EQUITY MARC WASHINGTON
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 15 of 25
CLASS A EQUITY MARFRED SUAZO
CLASS A EQUITY MARIA HARRISON
CLASS A EQUITY MARILYN AGUAYO-FINCKEN
CLASS A EQUITY MARILYNN DEPALMA
CLASS A EQUITY MARINA GIVERTS
CLASS A EQUITY MARISHA CLINTON
CLASS A EQUITY MARK JACKSON
CLASS A EQUITY MARK MURPHY
CLASS A EQUITY MARK STEPHENSON
CLASS A EQUITY MARNICHAN 2003 TRIBECA TRUST
CLASS A EQUITY MARSHA HARDING
CLASS A EQUITY MARTIN MCGEE
CLASS A EQUITY M,4RVlS BERRY
CLASS A EQUITY MATTHEW BROWN
CLASS A EQUITY MELANYE REID
CLASS A EQUITY MELISSA MCCRAY
CLASS A EgUITY MELVIN BURKLEY
CLASS A EQUITY MERREDITH GIBBON
CLASS A EQUITY MICHAEL BERRY
CLASS A EQUITY MICHAEL BUTLER
CLASS A EQUITY MICHAEL KROGH
CLASS A EQUITY MICHAEL MARTINEK
CLASS A EQUITY MICHAEL MOORE
CLASS A EQUITY MICHAEL WHITE
CLASS A EQUITY MICHELLE ALFARO
CLASS A EQUITY MICHELLE DERY
CLASS A EQUITY MICHELLE STAWINSKI
CLASS A EQUITY MICHELLE YAGHOOBIAN
CLASS A EQUITY MILA ELFMAN
CLASS A EQUITY MOJISOLA AMOSUN
CLASS A EQUITY MONIQUE CUMBERBATCH
CLASS A EQUITY MOSTAFA BESHIR
CLASS A EQUITY NATHAN ROSENFELD
CLASS A EQUITY NATHANIEL JACKSON
CLASS A EQUITY NAZANIN AMINMANSOUR
CLASS A EgUITY NEIL STRAWDER
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CLASS A EQUITY NICKY DULCIO
CLASS A EQUITY NICOLE LOVE
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CLASS A EQUITY' OBILOH EGU
CLASS A EQUITY OLAJIDE DADA
CLASS A EQUITY OLEVENE BENNETT
CLASS A EQUITY OSVALDO BENITEZ
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 16 of 25
CLASS A EQUITY OWEN CAREY-HATCH
CLASS A EQUITY PAMELA GURLEY
CLASS A EQUITY PATRICE JACKSON
CLASS A EQUITY PATRICIA GOGGINS
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CLASS A EQUITY PAUL SAFRAN
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CLASS A EQUITY PHILIP CHUKWUMA
CLASS A EQUITY PHILIP WRIGHT
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CLASS A EQUITY RAINIER LAPOMPE
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CLASS A EQUITY REGINA SMITH
CLASS A EQUITY RICARDO ZUNIGA
CLASS A EQUITY RICHARD CAREW
CLASS A EQUITY ROB NILMEIER
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CLASS A EQUITY ROBERT NOBLE
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CLASS A EQUITY ROLAND COOK
CLASS A EQUITY RON WILKINS
CLASS A EQUITY RONALD BEAN
CLASS A EQUITY RONDAL CALDWELL
CLASS A EQUITY ROQUISA FIELDS
CLASS A EQUITY ROSLYN BAZZELLE
CLASS A EQUITY ROY HARRIS
CLASS A EQUITY RURU OSHE
CLASS A EQUITY RUSS CUNDIFF
CLASS A EQUITY RYAN ANANIA
CLASS A EQUITY RYAN CUNNINGHAM
CLASS A EQUITY RYAN PUTCH
CLASS A EQUITY SAMANTHA MULLET
CLASS A EQUITY SAMIR BHATT
CLASS A EQUITY SAMUEL LEWIS JR
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CLASS A EQUITY SHARON JOE
CLASS A EQUITY SHARON PETfWAY
CLASS A EQUITY SHAVONE KEYS
CLASS A EQUITY SHAWANNA POTTIER
CLASS A EQUITY SHAYAN KADIWAL
CLASS A EQUITY SHELEA STEWART
CLASS A EQUITY SHELLE POWEIL
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 17 of 25
CLASS A EQUITY SHERI GONZALES
CLASS A EQUITY SHERRY YARD
CLASS A EQUITY SHONTEL ALS
CLASS A EQUITY SHU-PING CHAN
CLASS A EgUITY SIMON CONSTABLE
CLASS A EQUITY SONIA SIAW
CLASS A EQUITY SRINIVAS KANDIBANDA
CLASS A EQUITY STACI ALZIEBLER-PERKINS
CLASS A EQUITY STAFFORD ANDERSON
CLASS A EQUITY STANLEY OSMAINE
CLASS A EQUITY STEPHAMAR INVESTMENT GROUP
CLASS A EQUITY STEPHEN SMITH
CLASS A EQUITY STEVE MA
CLASS A EQUITY STEVEN LEVY
CLASS A EQUITY STEVEN LEVY
CLASS A EQUITY SUZANNE NOBLE
CLASS A EQUITY SYED SHAKIR
CLASS A EQUITY TAMMARA MCDONALD
CLASS A EQUITY TANDRA CHEATHAM
CLASS A EQUITY TARAH MURPHY
CLASS A EQUITY TAWANA JONES
CLASS A EQUITY TAYLOR JAFFEE
CLASS A EQUITY TERRI COHEN
CLASS A EQUITY TERRY FUNG
CLASS A EQUITY THAMAR MISTRY
CLASS A EQUITY THOMAS GRUBE
CLASS A EQUITY THOMAS LEONARD
CLASS A EQUITY TIEN-YING LO
CLASS A EQUITY TIFFANY SIMMONS
CLASS A EQUITY TODD CHRISTENSEN
CLASS A EQUITY TOMMfE BERGER
CLASS A EQUITY TORT COLE
CLASS A EQUITY TRACY EAVES
CLASS A EQUITY TRAVIS LINDSEY
CLASS A EQUITY URI FLEMING
CLASS A EQUITY VALERIE LUBKEN
CLASS A EQUITY VANESSA KLEIN
CLASS A EQUITY VANESSA RIOS
CLASS A EQUITY VUAYENDER BENIWAL
CLASS A EQUITY VILLAGE ROADSHOW ATTRACTIONS USA INC.
CLASS A EQUITY VINAY KAPADIA
CLASS A EQUITY VIVIAN GREENE
CLASS A EQUITY WENDY PEREGO
CLASS A EQUITY WILLIAM CAPUTO
CLASS A EQUITY WILLIAM FEAGIN
CLASS A EQUITY WILLIAM PRENSKY
CLASS A EQUITY WILLIAM TONEY
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 18 of 25
CLASS A EQUITY
CLASS A EQUITY
Class Action Claimants
Class Action Claimants
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CUSS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
CLASS B EQUITY
D BAs
D BAs
DBAs
DBAs
DBAs
D BAs
DEBTOR
DEBTOR
DEBTOR
DEBTOR
DEBTOR
DEBTOR
Director
Director
Director
Director
WILLIE BURTON III
YINELL RODRIGUEZ
Adams Employment Counsel
KJT Law Group LLP
ABDOLALI HASHEMI
AG INVESTMENTS LIMITED PARTNERSHIP
ALEXANDER HASHEMI IRREV INV TRUST
DARRYL THEODORE LEVERSUCH
HASHEMI HOLDINGS LLC
HAYLEY HASHEMI IRREV INV TRUST
HBK ENTERTAINMENT LLC
JAMES GRIER lEE JR
JMAQ ENTERTRlNMERlT LLC
JOHN J QUINN III
JOSE UNCEIN
KEVIN G QUINN
LILY HASHEMI IRREV INV TRUST
MESSINA LIVING TRUST DTD 9/20/2001
PVR LIMITED
QUINN ENTERTAINMENT LLC
RAHIM HASHEMI
RANDI D SCHWARTZ DECLARATION OF TRUST
REGAL/ATOM HOLQINGS LLC
Big Daddy's Brew and Que
City Perch
iPic theatres
Tanzy
The Tuck Room
The Tuck Room Tavern
Delray Beach Holdings, LLC
iPic Entertainment Inc.
iPic Gold Class Holdings LLC
iPic Media LLC
iPic Texas, LLC
iPic-Gold Class Entertainment, LLC
Andrew Essex
Dana Messina
George Philip
Robert Kirby
Lender The Employees' Retirement System of AL----- -
LIEN
LIEN
Lender Counsel
LITIGATION v~~
LITIGATION ~~
LITIGATION ~mm
LITIGATION
-- __Butters Construction &Development Inc
Technique Air, Inc.
Burr &Forman LLP
AMC Entertainment Holdings, Inc. et a)
Carter, Debra
Darthard, Bree I.
Diaz, Ezequiel
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 19 of 25
LITIGATION Joshua King_..__.____~_..__ ..._.m.. ___~__....,_...,.__~ ._._...~... ..w.~,. ~ w....... ~._.._.LITIGATION Khogyani, Soraya~mm ~~ n~ vv, y..._............_.,._..._.___~~,_..~._LITIGATION ~~ ~ Nielson, Johanna R
LITIGATION Ryan, Mary L. ~.__...._._....._.,.,._..~..a.__.__«..._.. ,__,..~.~.~,.......~~...~ ~._..~._..._.~..___...w.ti.,__...LITIGATION Shah, Satyen...~..._._._.__.._..,...._~___~._._.._,_._._.~....._._.,_.w....._.._._....._._..~_.___.._._.~_.~._._...._.._...__.___w._ _...,._.~_______.._. LITIGATION Slater, Nia~._ ...~~ _..__.___._._ ..~d____.._LITIGATION
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TAXES Ann Harris Bennett -Harris County
TAXES Arizona Corporation Commission
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 20 of 25
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Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 21 of 25
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Department of State
Dept of Business &Prof. Regulations
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Employment Development Dept
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Florida Department of Revenue
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{llinois Liquor Cortro! Commission
Illinois Liquor Control Commission.._.. ~..~.. _. ..,.~...., _~...._..__....._.._._eKing County Treasury
Los~Angeles County Tax Collector
Los Angeles County Tax Collector
Los Angeles County Tax Collector
Maricopa County Treasurer
Maun, Kenneth L. ~~_~w~~.m`-.~,~
Miami Dade Coun
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Montgomery County_..~..,_ .....~. __.,._. ~.. M..~~.... ._.__....._ -- ~--- -._Montgomery County
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New York City Department of Finance
New York State Department of State
New York State Filing Fee
NJ Div of Alcoholic Beverage Control
NY State Liquor Authority
NYC Department of Finance
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Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 22 of 25
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State of Washington Dept of Revenue
Tax Collector, Palm Beach County
Tax Collector, Palm Beach County
Texas Comptroller of Public Accounts
Texas Department of ~ ~~
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Delray Beach 4th & 5th Avenue, LLC
Driscoll Foods
Ecostruction LLC
Federal Realty Investment Trust
Hodges &Associates, PLLC
ID &Design International, Inc.
Integrated Media Systms
IPFS Corporation
Jackson Lewis P.C.
Lane Valente Industries
Paramount Pictures / Dreamworks
River Town Square Regency, LLC
Schindler Elevator Corporation
SDQ Fee, LLC
Softeq Development Corporation
Sony Pictures
Spencer Stuart
Stainless Fixtures Inc
Superl Sequoia Limited
Sysco
TDC Fort Lee, LLC
Universal Film Exchanges, LLLP
Village FV, Ltd -Rent
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Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 23 of 25
TOP 30 Walt Disney Studio Pictures
TOP 30 ~~ Yetter Coleman LLP
UTILITY ~ Airespring
UTILITY ~~ AT&T
UTILITY ~ AT&T
~UTILITY ~~ AT&T
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UTILITY AT&T
UTILITY ~~ ~ ~AT&T Mobility
UTILITY vw~~v~v.-~ .'~.^~AT&T Mobility
M AthensUTILITY ~~~ ~ ~ Services
UTILITY AWS Inc-Amazon Web Services, Inc
UTILITY~~ Centerpoint Energy
UTILITY Central Texas Refuse, Inc.
UTILITY u~~~ .~M~w.~vW CenturyLink
UTILITY ~~CenturyLink
~UTILITYP ~~~ Champion Energy Services, LLC ...M.._.....__..~.....................m. _~..._.._....UTILITY
~_._CIT Technology (Avaya)
UTILITY City of Austin
UTILITY ~~~mm City of Boca Raton
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~_City of Los Angeles
UTILITY City of Los Angeles
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UTILITY ~ -~~~~~~~~City of Pasadena
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UTILITY Florida Public Utilities
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Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 24 of 25
UTILITY Frontier
UTILITY Gexa Energy
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UTILITY Verizon
UTILITY Verizon
UTILITY Verizon
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UTILITY Village at Fairview
UTILITY Washington Gas
UTILITY Waste Management
UTILITY Waste Management of Arizona
UTILITY Waste Management of New York, LLC
UTILITY WE Energies
UTILITY Windstream-Paetec
UTILITY Winters Bros. Hauling of CT, LLC
UTILITY Withers Worldwide
UTILITY XO Communications
UTILITY Allied Waste Systems, Inc.
Case 19-11739-LSS Doc 132-2 Filed 08/21/19 Page 25 of 25
EXHIBIT B
(Engagement Letter)
DOCS SF:101707.1 39566/002
Case 19-11739-LSS Doc 132-3 Filed 08/21/19 Page 1 of 10
~~~Et3~:,i~L'T33E:YI'~ ~c1F~Yi~T'S
June 24, 2019
Mr. Hamid HashemiPresident and CEOiPic Entertainment Inc.Mizner Park433 Plaza Real, Ste. 335Boca Raton, FL 33432
Dear Mr. Hashemi:
Aurora Management Partners Inc.112 South Tiyon St. Ste 1770
Charlotte, NC 28284Office: 704-377-6010www.auroramp.com
This letter along with the attached schedules (the "A~reement") sets forth the agreement between iPicEntertainment Inc., (the "Company"), on the one hand, and Aurora Management Partners Inc. ("Aurora"),on the other, (the Company and Aurora each, a "Party") under which the Company is engaging Aurora toserve as financial advisor.
Mr. David Baker will lead Aurora's day-to-day activities for the Company and will report to theCompany. Appropriate staff will be assigned to the matter as and when appropriate in the leadrepresentative's sole discretion.
Scope of Services. The exact direction of this representation cannot be predicted. Based on the writtenand oral communications to date between the Parties, Aurora anticipates that the scope of its services willinclude the following tasks:
Financial Review:1. Review the adequacy of the Company's available near-term cash flow projections to achieve an
accurate 13-week detail. Included in this review are:a. Review the 13-week cash flow reports prepared by the Company for each of the proposed
capital structure scenarios and updates theretob. Propose changes to the 13-week cash flow report format and assumptionsc. Review near-term cash liquidity, under each proposed capital structure scenariod. Determine an appropriate amount for the working capital based on upcoming cash needs
If requested, review, and assist in preparation if needed, the Company's financial reportingdocuments including board packages, monthly financial information, SEC filings. Evaluate theCompany's financial statements regarding accuracy and completeness.
Lenders &Investment Banker:1. As requested, review, and assist in preparation if needed, the Company's projections related to
pending capital transactions
Case 19-11739-LSS Doc 132-3 Filed 08/21/19 Page 2 of 10
Ai the ~°equest of t1~e Cain any, recommend and/or Lead cor-~mu~icatians to the interested partiesinvolved in proposed capital structure transactions to re-establish the borrower's credibilityAs requested by the Company, advise them on the pending capital transaction:
a. Review, and if requested prepare, necessary due diligence requestsb. Assist management with potential buyer site-visitsc. Provide advice on the transaction structure and pricing
Other Services:1. Perform other advisory services as requested by the Board of Directors or the Chief Executive
Officer of company
Compensation: Aurora's professional fees for the work performed under this Agreement will be billed byAurora, and shall be paid by the Company, based on the number of hours worked and Aurora's standardhourly billing rates. Schedule A hereto sets forth the current ranges of rates for the professionals that maybe involved in this matter. Aurora bills its time in increments of 1/10`''S of an hour.
Aurora will invoice the Company, and the Company agrees to pay Aurora, based on the above method.The invoices will set forth detailed itemizations of the charges. Invoices will be provided to the Companyon a weekly basis, or at other logical points during the engagement. Each invoice is due within five (5)days of presentation by Aurora. Aurora's fees are not contingent on the outcome of the matters.
In matters in which travel by Aurora is required, Aurora will bill and the Company agrees to pay travel
time calculated at 50% of Aurora's hourly rate of the travelling representative.
Expenses. Aurora's invoices will also include billings for all customary out-of-pocket expenses incurredby Aurora, billed at the actual cost incurred, and such expenses shall be reimbursed by the Company.
Retainer. The Company shall remit to Aurora a retainer in the amount of $25,000, via wire transfer, uponthe Company's execution of this Agreement. At the beginning of each weekly period in which Aurora'sservices are to be provided, the Company will replenish the retainer, via wire or ACH payment, so as toreturn the retainer to the above amount. Aurora reserves the right to increase the required retainer amountin the event the Parties agree to an increase in the scope of services for performance by Aurora. Auroramay apply retainer to its periodic billings, or it may reserve retainer for application to Aurora's finalbilling, and the timing of Aurora's application of retainer will be in Aurora's sole discretion.
The Company hereby grants Aurora a security interest in the funds that Aurora hods and will hold asretainer, which shall secure all of the Company's obligations to Aurora, whether currently existing orhereinafter arising.
After Aurora has been indefeasibly paid all amounts owed and to be owed under the terms of thisAgreement, any remaining balance on the retainer shall be refunded to the Company.
Certain Legal Expenses. Aurora shall also be entitled to reimbursement for all legal fees and legalexpenses incurred by Aurora in connection with its performance under the Agreement, provided that theCompany first consents to the retention of such counsel for such services (which consent shall not beunreasonably withheld or delayed). All such fees and costs will be reimbursed by the Company to Auroraupon the Company's receipt of invoices therefor, which shall be submitted to the Company promptly after
Page 2 of 9
:~~4~rx~x~c~x~~~a~t .I''.~rlazez~~
Case 19-11739-LSS Doc 132-3 Filed 08/21/19 Page 3 of 10
Aura~a receives the invoices frame counsel. Ii Aurora so chooses, the Company shah pay such counseldirectly in lieu of reimbursing Aurora. Separate from the above, Aurora reserves the right to invoice theCompany for, and the Company agrees to pay, legal fees and legal expenses incurred in connection withdrafting the Agreement andlor the Company's retention of Aurora. Any special legal, accounting, taY, orappraisal consultations that may be required will be the responsibility and obligation of the Company,unless Aurora otherwise agrees in writing.
The Parties further agree:
Indemnification; Contribution; Limitation of Liability. In connection with engagements of the typecovered by this Agreement, Aurora requires the client to provide rights to indemnification andcontribution, and a limitation of liability. Therefore, by signing this Agreement, the Company agees toall provisions contained in Schedule B attached hereto, which provisions are expressly incorporatedherein by this reference.
Termination. The term of this Agreement shall commence as of June 24, 2019, and the term continuesuntil the engagement is completed, or earlier if the engagement is terminated by either Party.
This Agreement may be terminated by either Party, in its sole discretion, for any reason. The terminationis effective immediately upon the other Party's receipt of written notice of the termination. Upon anytermination of this Agreement, Aurora shall be entitled to all fees and expenses incurred pursuant to thisAgreement prior to the Party's receipt of such notice, and all of such fees and expenses will beimmediately due and payable by the Company; however, this paragraph does -not limit any paymentobligations of the Company under this Agreement.
Client Cooperation; Reliance on Client's Information. The Company acknowledges and agrees that theability of Aurora to perform the engagement hereunder requires the full cooperation and assistance by theCompany and its personnel. The Company therefore agrees to furnish to Aurora all information,documents and other materials requested by Aurora and to make available to Aurora for meetings,conference calls and otherwise all personnel identified by Aurora. The Company will enable Aurora toreceive on a timely basis all information requested by Aurora related to the engagement under thisAgreement. The Company acknowledges and agrees that Aurora, in performance of the engagementhereunder, will be relying on the truth, completeness and accuracy of all written documentation deliveredand the verbal communications made by the Company and its representatives, to Aurora.
Confidentiality. Aurora agrees to keep all sensitive information pertaining to the Company confidentialand not to disease to third parties such information (to the extent it has not become public without regardto disclosure by Aurora), absent the authorization of the Company. 7f Aurora receives a subpoena or othercourt process compelling disclosure of any information pertaining to the engagement under thisAgreement, Aurora will provide the Company as much notice as is practicable in the circumstances so asto allow the Company to attempt to preclude or condition the disclosure of any confidential information.
Independent Contractor Relationship Aurora shall serve as an independent contractor to the Company inrendering its services under this Agreement. This Agreement does not create, and shall not be construedto create, a relationship of principal/agent, joint venture, partnership, employer/employee, master/servant,or any comparable relationship, as between Aurora and the Company, and the Parties expressly deny theexistence of any such relationship.
~" ~ Page 3 of 9
Case 19-11739-LSS Doc 132-3 Filed 08/21/19 Page 4 of 10
Incame Tax. The Company wi11 not pay any income taxes on account o~ Aurora. Nor will the Carr~panybe required to withhold any monies from the compensation of Aurora for t~ purposes.
Governing Law; Right to Attorneys' Fees. The laws of the State of North Carolina shall govern thisAgreement and any controversy arising under it, without regard to conflicts of laws principles. Theprevailing party in any dispute arising under this Agreement shall be entitled to recover from the other allreasonable legal fees and costs, and the costs of any experts, incurred for or in any lawsuit on the dispute.
Mandatory Mediation. Prior to the commencement of any court action by one Party against the other, anydispute or claim arising between them out of this Agreement or out of any resulting transaction must besubmitted to a mediation. The mediation shall be conducted by one (1) mediator whose selection shall beagreed to in good faith by both Parties. The mediation shall be held in Charlotte, North Carolina. The feesand expenses of the mediation service and/or mediator shall be shared equally between the Parties andpaid in advance to the event required by the service and/or mediator. The Parties agree to exercise theirbest efforts, and attempt in good faith, to resolve all disputes in such mediation. For any dispute or claimto which this paragraph applies, should a Party commence court action against the other without firstattempting to resolve the dispute through such a mediation, or refuse to mediate after a request by theother has been made under this paragraph, such Party will be precluded from any recovery of attorneys'fees and/or expenses, whether recovery is based on applicable law or this Agreement.
Waiver of Jury Trial. Each of the Parties to this Agreement hereby waives any right to a jury trial withrespect to any claim, action, suit or proceeding made or brought by one of the Parties against the other inconnection with or arising under this Agreement.
Conflicts of Interest. Nothing contained in this Agreement or otherwise shall diminish or impair the rightof Aurora to accept engagements, directly or indirectly, from the Company's lenders) or from otherprofessionals or other third parties, provided that such engagements do not involve the relationship of thelender(s), the other professionals or the other third parties, with the Company.
Assignment and Modification. This Agreement may not be waived, amended, modified or assigned, inany way, in whole or in part, including by operation of law, without the prior written consent of bothParties.
Entire Agreement. The Agreement constitutes the full and entire understanding and agreement among theParties with respect to the- subject matter hereof and supersedes any and all prior agreements,arrangements and understandings, both written and oral, with respect to the subject matter hereof.
Counterparts. This Agreement may be executed in multiple counterparts, each of which together shall bedeemed an original, but all of which together shall constitute one and the same Agreement. In the eventthat any signature is delivered by facsimile h~ansmission or by e-mail delivery of a ".pdf' format data file,such signature shall create a valid and binding obligation of the Party executing (or on whose behalf suchsignature is executed) with the same force and effect as if such facsimile or ".pdf 'signature page were anoriginal thereof.
Headings. Headings in this Agreement are set forth -for convenience only and shall not be used tointerpret or construe its provisions.
Page 4 of 9
Case 19-11739-LSS Doc 132-3 Filed 08/21/19 Page 5 of 10
Auihoriiv. The undersigned represent That they have authori9y to enter into the Agreement on behalf oftheir respective Parties.
All communications to Aurora should be directed to:
Mr. David M. Baker, CTPAurora Management Partners Inc.112 South Tryon Street, Suite 1770Charlotte, NC 28284Phone (828) 638-5744 (direct)Email: [email protected]
Thank you for allowing Aurora the opportunity to assist you. If the Company agrees to the terms of thisAgreement, please sign below and return the signature to us via facsimile or electronic copy, retaining theoriginal for your file.
REMAINDER OF PAGE LEFT INTEI~ITIONALLY BLANK
'~ Page 5 of 9
~:~;a~~~;ex~3e~~t ~3r~~•tx~e~~;
Case 19-11739-LSS Doc 132-3 Filed 08/21/19 Page 6 of 10
IN WITNESS WHEFEOF, the Fa~-ties l~e~•eto have caused ti~is Agreeine3~t to lie executed ~y tl~ei~°respective officers thereunto duly authorized, as of the date first written above.
AURORA MANAGEMENT PARTNERS INC.
Managing Partner
Dated:
IPIC ENTERTAINMENT I1~C.
President and CEO
Dated:
Page6of9
~x~~~<:x~ez~~~aa~ ~~'x~a~~x~~~y~
Case 19-11739-LSS Doc 132-3 Filed 08/21/19 Page 7 of 10
~C~YEI3'f1LF ~4
AURORA MANAGEMENT PARTNERS, INC.FEE SCHEDULE
DirectorlManaging Director/Sr. Managing Director/Managing Partner $350-695
Consultant/Senior Consultant
Analysts
Administrative
Notes:1) All billing will be submitted weekly and is due within 5 days of presentation.2) All time billed in 1/lOr'' of an hour increments.3) All travel time will be billed at 50% of applicable rate.
$250-350
$175-250
$125
'~ Page 7 of 9
Case 19-11739-LSS Doc 132-3 Filed 08/21/19 Page 8 of 10
~~~E~ULE ~
Unless otherwise noted, all capitalized terms used below shall have the meanings set forth above in the
Agreement.
Indemnification; Reimbursement. As a material part of the consideration for the agreement by Aurora toprovide services under the Agreement, the Company agrees:
(i) to indemnify and hold harmless Aurora and its affiliates, and their respective past, present
and future directors, officers, shareholders, partners, members, employees, agents, representatives,
advisors, consultants, analysts, subcontractors and controlling persons (collectively, the "Indemnified
Parties"), to the fullest extent that applicable law permits, from and against any and all losses, claims,
damages or liabilities (or actions in respect thereofl, joint or several, (A) arising out of or based on any
untrue statement (or alleged untrue statement) of any material fact contained in materials or any other
information (written or oral) provided to any third party by or on behalf of the Company, or the omission
(or alleged omission) to state therein a material fact required to be stated therein or necessary in order to
make the statements therein not misleading, or (B) otherwise arising out of and/or relating to the
Agreement, any transaction or proposed transaction, or any actions taken or omitted to be taken by an
Indemnified Party or the Company in connection with the Agreement, however, the Company shall not be
liable under clause (i)(B) for any loss, claim, damage or liability finally judicially determined by a court
of competent jurisdiction to have resulted solely from the willful misconduct or gross negligence by such
Indemnified Party; and
(ii) to reimburse each Indemnified Party for all expenses (including, without limitation, the fees
and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing,
defending, settling or compromising any action, suit, dispute, inquiry, investigation or proceeding,pending or threatened, brought by or against any person (including, without limitation, any shareholder or
derivative action), arising out of or relating to the Agreement, or such engagement, transaction or actions.
Contribution. If, for any reason, the foregoing indemnification or reimbursement is unavailable to any
Indemnified Party, or insufficient to fully indemnify any such party ar to hold it harmless regarding any
losses, claims, damages, liabilities or expenses referred to in such indemnification or reimbursement
provisions, then the Company shall contribute to the amount paid or payable by the Indemnified Party as
a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative benefts received by the Company, on the one hand, and Aurora, on the other, in
connection with the matters contemplated by the Agreement. If, however, the allocation provided by the
preceding sentence is not permitted by applicable law, then the Company shall contribute to such amount
paid or payable by any Indemnified Party in such proportion as is appropriate to reflect not only such
relative benefits, but also the relative fault, of the Company, on the one hand, and such Indemnified Party,
on the other, in connection therewith,. as well as any other relevant equitable considerations.
Notwithstanding the foregoing, in no event shall the Indemnified Parties be required to contribute an
aggregate amount in excess of the amount of fees actually received by Aurora from the Company under
the Agreement. Relative benefits to the Company, on the one hand, and Aurora, on the other, shall be
deemed to be in the same proportion as (i) the total value paid or received, or contemplated to be paid or
received, by the Company, and its security holders, creditors, and other affiliates, as the case may be,
pursuant to the transactions) (whether or not consummated) contemplated by the engagement hereunder,
bears to (ii) the fees received by Aurora under the Agreement.
Page 8 of 9
~~~z~~~~~~ne;~at I~`~.~txx~r~
Case 19-11739-LSS Doc 132-3 Filed 08/21/19 Page 9 of 10
Settlements. The ~'ompany shall not settle cr compromise or con~e:~t to the entry of any judgment in, orotherwise seek to terminate, any pending or threatened action, suit, dispute, inquiry, investigation orproceeding for which indemnification may be sought hereunder (whether or not an Indemnified Party isan actual or potential party), unless such settlement, compromise, consent or termination includes arelease in favor of the Indemnified Parties reasonably satisfactory to Aurora.
Limitation of Liability. The Company further agrees that neither Aurora nor any other Indemnified Partyshall have any liability (whether direct or indirect and regardless of the legal theory advanced) to theCompany, or any person or entity asserting claims on behalf of or in right of the Company, related to orarising out of the Agreement, any transaction or proposed transaction, or any actions taken or omitted tobe taken by an Indemnified Party or the Company in connection with the Agreement, except for losses,claims, damages or liabilities incurred by the Company finally judicially determined by a court ofcompetent jurisdiction to have resulted solely from the willful misconduct or gross negligence of suchIndemnified Party.
The indemnity and reimbursement and the other obligations and agreements of the Company set forth inthis schedule (i) shall apply to any services provided by Aurora in connection with its engagement prior tothe date hereof, and to any modifications or amendments to the Agreement, (ii) shall be in addition to anyobligation or liability which the Company may otherwise have to any Indemnified Party, (iii) shall remainoperative and in full force and effect, regardless of any investigation made by or on behalf of theCompany or any Indemnified Party or any person controlling any of them, and (iv) shall survive thecompletion of the services under, -and any termination of, the Agreement.
THE BALANCE OF THIS PAGE IS LEFT INTENTIONALLY BLANK.
Page 9 of 9
~~~~~~.~ezx.~e~~t ~'s~z•tzt~~~s
Case 19-11739-LSS Doc 132-3 Filed 08/21/19 Page 10 of 10
EXHIBIT C
(Proposed Order)
DOCS SF:101707.1 39566/002
Case 19-11739-LSS Doc 132-4 Filed 08/21/19 Page 1 of 4
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
In re:
iPic-Gold Class Entertainment LLC, et crl.,l
Debtors
Chapter 11
Case No. 19-11739 (LSS)
(Jointly Administered)
ORDER PURSUANT TO 11 U.S.C. §§ 327(A) AND 328(A), FED. R. BANKR.P. 2014(A) AND DEL. BAli~KR. L. R. 2014-1 AUTHORIZING EMPLOYMENT
AND RETENTION OF AURORA MANAGEMENT PARTNERS, LLCTO PROVIDE TRANSITIONAL FINANCIAL ADVISORY SERVICESTO THE DEBTORS NUNC PItO TUNC TO THE PETITION DATE
Upon consideration of the application (the "Application")Z of the above-
captioned debtors and debtors in possession (the "Debtors") for entry of an order under sections
327 and 328(a) of title 11 of the United States Code (the "Bankruptcy Code"), Rules 2014 and
5002 of the Federal Rules of Bankruptcy Procedure (the ̀ Bankruptcy Rules"), and Rule 2014-1
of the Local Rules of the United States Bankruptcy Court for the District of Delaware (the
"Local Rules"), authorizing the Debtors to employ and retain Aurora Management Partners, LLC
("AMP") as financial advisor to the Debtors, nunc pro tunc to the Petition Date, pursuant to the
terms of that certain engagement letter, dated as of July 13, 2018 (the "En~a~ement Letter"), and
the Declaration of David M. Baker in support of the Application (the "Declaration"); the Court
finding that: (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and
1334, (b) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), (c) AMP does not hold or
' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification
number, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic GoldClass Holdings LLC (6315); iPic Media, LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC(1035). The Debtors' principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.
2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.
DOCS SF:101707.1 39566/002
Case 19-11739-LSS Doc 132-4 Filed 08/21/19 Page 2 of 4
represent any interest adverse to the Debtors' estates, (d) AMP is a "disinterested person" as
contemplated under sections 327 and 328 of the Bankruptcy Code and (e) employment of AMP
is necessary and in the best interests of the Debtors' estates, creditors, and other parties in
interest; the Court finding that notice of the Application and the hearing given by the Debtors
was sufficient under the circumstances; and the Court being fully advised in the premises and
having determined that the legal and factual bases set forth in the Application, the, Declaration
and at the hearing establish just cause for the relief herein granted, and after due deliberation and
cause appearing therefor, it is hereby;
ORDERED, ADJUDGED AND DECREED THAT:
15. The Application is granted as set forth herein.
16. The Debtors are authorized, pursuant to sections 327(a) and 328(a) of the
Bankruptcy Code, Bankruptcy Rule 2014(a) and Local Rule 2014-1, to employ and retain AMP
nunc pro tunc to the Petition Date pursuant to the terms of the Engagement Letter attached to the
Application as Exhibit B, which are hereby approved.
17. AMP shall apply for cornpensation for professional services rendered and
reimbursement of expenses incuY•red in connection with these chapter 11 cases in compliance
with sections 330 and 331 of the Bankruptcy Code, any applicable Bankruptcy Rules, the Local
Rules, the guidelines of the Office of the United States Trustee, and any applicable procedures
and orders of this Court.
18. The Indemnification Provisions are approved, subject during the pendency
of these chapter 11 cases to the following:
2DOGS SF:101707.139566/002
Case 19-11739-LSS Doc 132-4 Filed 08/21/19 Page 3 of 4
a. Subject to the provisions of subparagraphs (b) and (c) below,the Debtors are authorized to indemnify, and shall indemnify, AMP for any claimsarising from, related to, or in connection with the services to be provided by AMPas specified in the Application, but not for any claim arising from, related to, or inconnection with AMP' post-petition performance of any other services other thanthose in connection with the engagement, unless such post-petition services andindemnification therefor are approved by this Court; and
b. The Debtors shall have no obligation to indemnify AMP forany claim or expense that is either (i) judicially determined (the determinationhaving become final) to have arisen from AMP' bad faith, gross negligence orwillful misconduct, (ii) settled prior to a judicial determination as to AMP' badfaith, gross negligence or willful misconduct, but determined by this Court, afternotice and a hearing pursuant to subparagraph (c) infra, to be a claim or expensefor which AMP is not entitled to receive indemnity under the terms of theApplication; and
c. If, before the earlier of (i) the entry of an order confirming achapter 11 plan in this case (that order having become a final order no longer subjectto appeal), and (ii) the entry of an order closing these chapter 11 cases, AMPbelieves that it is entitled to the payment of any amounts by the Debtors on accountof the Debtors' indemnification obligations under the Application, including,without limitation, the advancement of defense costs, AMP must file an applicationin this Court, and the Debtors may not pay any such amounts to AMP before theentry of an order by this Court approving the payment. This subparagraph (c) isintended only to specify the period of time under which the Court shall havejurisdiction over any request for fees and expenses by AMP for indemnification,and not as a provision limiting the duration of the Debtors' obligation to indemnifyAMP.
19. To the extent that there may be any inconsistency between the terms of the
Application, the Engagement Letter, and this Order, the terms of this Order shall govern.
20. The Debtors are authorized and empowered to take such actions as may be
necessary and appropriate to implement the terms of this Order.
21. This Court shall retain jurisdiction with respect to all matters related to the
interpretation or implementation of this Order.
Dated: , 2018
DOCS SF:101707.139566/002
UNITED STATES BANKRUPTCY JUDGE
3
Case 19-11739-LSS Doc 132-4 Filed 08/21/19 Page 4 of 4
IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
In re: Chapter 11
iPic-Gold Class Entertainment, LLC, et al.,l
Debtors.
Case No. 19-11739 (LSS)
(Jointly Administered)
C~R~'IFICA'I'~ Off+' S~I~i~IC~
I, Peter J. Keane, hereby certify that on the 21st day of August, 2019, I caused a
copy of the following documents) to be served on the individuals) on the attached service lists)
in the manner indicated:
Notice of Application for Order, Pursuant to 11 U.S.C. §§ 327(a) and 328(a),Feci. R. Baiikr. P. ZQ14(a) end Del. Bankr. L.R. 2014-1 AuthorizingEn~pioyrnent and Retention of Aurora Management Partners LLC toProvide Transitional Financial Advisory Services to the Debtors Nrsnc ProTa~nc to tl~e Petitio~~ Date; and
Application for Order, Pursuant to 11 U.S.C. §§ 327(a) and 328(a), Fed. R.Bankr. P. 2014(x) and Del. Bankr. L.R. 2014-1 Authorizing Eanpioyrnent andRetentio~i of Aurora Management Partners LLC to Provide TransitionalFinancial Ad~~isory Ser~~ices to the Debto~•s Nufzc Pro Trcnc to the PetitionDate
/s/Peter J. KeanePeter J. Keane (DE Bar No. 5503)
' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification
number, as applicable, are: iPic Entertainment Inc. (9582); iPic-Gold Class Entertainment, LLC (4684); iPic Gold
Class Holdings LLC (6315); iPic Media LLC (0150); iPic Texas, LLC (N/A); and Delray Beach Holdings, LLC
(1035). The Debtors' principal place of business is 433 Plaza Real, Suite 335, Boca Raton, FL 33432.
DOCS DE225061.1 39566/002
Case 19-11739-LSS Doc 132-5 Filed 08/21/19 Page 1 of 8
iPic-Gold Class Entertainment 2002 ServiceList FCMCase No. 19-11739 (LSS)Document No. 22484211 —Hand Deliveries61 —First Class MailO1 —Foreign First Class
([Proposed) Attorneys for Debtors andDebtors in Possession)Jeffrey N. Pomerantz, EsquireDebra I. Grassgreen, EsquirePeter J. Keane, Esquire919 N. Market Street, 17th FloorP.O. Box 8705Wilmington, DE 19801
HAND DELIVERYBenjamin Hackman, EsquireOffice of the United States TrusteeJ. Caleb Boggs Federal Building, Suite 2207844 King StreetLockbox 3 5Wilmington, DE 19801
HAND DELIVERYKathy Jennings, EsquireDelaware Department of JusticeCarvel State Office Building, 6th Floor
820 N. French StreetWilmington, DE 19801
HAND DELIVERYZillah A. FramptonBankruptcy AdministratorDelaware Division of RevenueCarvel State Office Building, 8th Floor
820 N. French StreetWilmington, DE 19801
HAND DELIVERYDavid C. Weiss, Esquirec/o Ellen Slights, EsquireUS Attorney's OfficeDistrict of DelawareHercules Building, Suite 4001313 N. Market StreetWilmington, DE 19801
HAND DELIVEI~iY(Counsel to Teachers' Retirement System ofAlabama ("TRSA") and Employees'Retirement System of Alabama ("ERSA"))Richard A. Robinson, EsquireJ. Cory Falgowski, EsquireBurr &Forman LLP1201 N. Market Street, Suite 1407Wilmington, DE 19801
HAND DELIVERY(Counsel to Federal Realty InvestmentTrust; Starwood Retail Partners LLC)Leslie C. Heilman, EsquireBallard Spahr LLP919 N. Market Street, 1 lth FloorWilmington, DE 19801-3034
HAND DELIVERY(Counsel to Delray Beach 4th & 5th Avenue
LLC)Michael R. Lastowski, EsquireDuane Morris LLP222 Delaware Avenue, Suite 1600Wilmington, DE 19801-1659
HAND DELIVERY(Counsel to TDC Fort Lee LLC)Gregory A. Taylor, EsquireAshby &Geddes, P.A.500 Delaware Avenue, 8th FloorWilmington, DE 19801
DOGS DE:224842.1 39566/001
Case 19-11739-LSS Doc 132-5 Filed 08/21/19 Page 2 of 8
HAND DELIVERY(Proposed Counsel to the OfficialCommittee of Unsecured Creditors)Norman L. Pernik, EsquireG. David Dean, EsquireKatherine M, Devanney, EsquireCole Schotz P.C.500 Delaware Avenue, Suite 1410Wilmington, DE 19801
HAND DELIVERY(Counsel to Ecostruction, LLC)Frederick B. Rosner, EsquireJason A. Gibson, EsquireThe Rosner Law Group LLC824 N. Market Street, Suite 810Wilmington, DE 19801
HAND DELIVERY(Counsel to Dezer Intracoastal Mall LLC)Aaron S. Applebaum, EsquireSaul Ewing Arnstein &Lehr LLP1201 N. Market Street, Suite 2300Wilmington, DE 19801
FIRST CLASS MAILWilliam Barr, EsquireOffice of the US Attorney GeneralU.S. Department of Justice950 Pennsylvania Avenue, NW, Room 4400
Washington, DC 20530-0001
FIRST CLASS MAILState of DelawareDivision of Corporations -FranchiseJohn G. Townsend Building, Suite 4
PO Box 898Dover, DE 19903
FIRST CLASS MAILOffice of General CounselU.S. Department of the Treasury1500 Pennsylvania Avenue, NWWashington, DC 20220
FIRST CLASS MAILOffice of General CounselSecurities &Exchange Commission100 F Street, NEWashington, DC 20554
FIRST CLASS MAILSharon Binger, Regional DirectorPhiladelphia Regional OfficeSecurities &Exchange CommissionOne Penn Center, Suite 5201617 JFK BoulevardPhiladelphia, PA 19103
FIRST CLASS MAILAndrew Calamari, Regional DirectorNew York Regional OfficeSecurities &Exchange CommissionBrookfield Place, Suite 400200 Vesey StreetNew York, NY 10281
FIRST CLASS MAILOffice of the Chief CounselPension Benefit Guaranty Corporation1200 K Street, NWWashington, DC 20005
Tax FIRST CLASS Ii~IAII,Internal Revenue ServiceCentralized Insolvency Operation
PO Box 7346Philadelphia, PA 19101
FIRST CLASS MAILDelaware Secretary of Treasury
820 Silver Lake Boulevard, Suite 100
Dover, DE 19904
2DOGS DE:224842.1 39566/001
Case 19-11739-LSS Doc 132-5 Filed 08/21/19 Page 3 of 8
FIRST CLASS MAIL(Counsel to Brookfield Property REIT, Inc.,Regency Centers L.P. and ShopcoreProperties L.P.)Robert L. LeHane, EsquireJennifer D. Raviele, EsquireKelley Drye &Warren LLP101 Park AvenueNew York, NY 10178
FIRST CLASS MAIL(Landlord)Kristen N. Pate, EsquireBrookfield Property REIT, Inc., as Agent350 N. Orleans Street, Suite 300Chicago, IL 60654-1607
FIRST CLASS MAILSimon Property Group, L.P.Attn: Ronald M. Tucker, Esquire225 W. Washington StreetIndianapolis, IN 46204
FIRST CLASS MAIL(Counsel to Teachers' Retirement System ofAlabama ("TRSA") and Employees'Retirement System of Alabama ("ERSA"))Derek F. Meek, EsquireJeffrey T. Baker, EsquireBurr &Forman LLP420 N. 20th Street, Suite 3400Birmingham, AL 35203
FIRST CLASS MAIL(Counsel to Washington Prime Group, Inc.)Ronald E. Gold, EsquireA.J. Webb, EsquireFrost Brown Todd LLC3300 Great American Tower301 E. Fourth StreetCincinnati, OH 45202
FIRST CLASS MAIL(Counsel to City of Fairview)Elizabeth Weller, EsquireLinebarger Gogan Blair &Sampson, LLP2777 N. Stemmons Freeway, Suite 1000Dallas, TX 75207
FIRST CLASS MAIL(Counsel to Harris County)John P. Dillman, EsquireLinebarger Gogan Blair &Sampson, LLPPO Box 3064Houston, TX 77253-3064
FIRST CLASS MAIL(Counsel to Heather Rosenstein)Joseph E. Sarachek, EsquireThe Sarachek Law Firm101 Park Avenue, 27th FloorNew York, NY 10178
FIRST CLASS MAIL(Counsel to Delray Beach 4th & 5th AvenueLLC)James F. Wallack, EsquirePeter Bilowz, EsquireGoulston &Storrs PC400 Atlantic AvenueBoston, MA 02110-3333
FIRST CLASS MAIL(Counsel to Starwood Retail Partners LLC)Dustin P. Branch, EsquireBallard Spahr LLP2029 Century Park East, Suite 800Los Angeles, CA 90067-2909
FIRST CLASS MAIL(Counsel to TDC Fort Lee LLC)Carey D. Schreiber, EsquireWinston & Strawn LLP200 Park AvenueNew York, NY 10166-4193
ROCS DE224842.1 39566/001
Case 19-11739-LSS Doc 132-5 Filed 08/21/19 Page 4 of 8
FIRST CLASS MAIL(Counsel to Paramount PicturesCorporation)Richard Stern, EsquireStephan E. Hornung, EsquireLuskin, Stern &Eisler LLPEleven Times SquareNew York, NY 10036
FIRST CLASS MAIL(Counsel to Maricopa County Treasurer)Peter Muthig, EsquireMaricopa County Attorney's OfficeCivil Services Division222 N, Central Avenue, Suite 1100Phoenix, AZ 85004-2206
FIRST CLASS MAIL(Counsel to South Street Seaport L.P.)Howard Marc Spector, EsquireSpector &Johnson, PLLC12770 Coit Road, Suite 1100Dallas, TX 75251
FIRST CLASS MAIL(Counsel to Ecostruction, LLC)Brett D. Lieberman, EsquireEdelboim Lieberman Revah Oshinsky PLLC110 Tower — 110 SE 6th Street, Suite 1700Fort Lauderdale, FL 33301
FIRST CLASS MAIL(Counsel to Dezer Intracoastal Mall LLC)Phillip M. Hudson, III, EsquireSaul Ewing Arnstein &Lehr LLPSoutheast Financial Center200 S. Biscayne Blvd., Suite 3600Miami, FL 33131
FIRST CLASS MAIL(Top 30 Creditors)R. Paul Yetter, EsquireBryce L. Callahan, EsquireDelonda DeanYetter Coleman LLP811 Main Street, Suite 4100Houston, TX 77002
FIRST CLASS MAIL(Top 30 Creditors)Class Action ClaimantsKJT Law Group LLPVache A. Thomassian230 North Maryland Ave.Suite 306Glendale, CA 91206-4281
FIRST CLASS MAIL(Top 30 Creditors)Adams Employment CounselChristopher A. Adams4740 Calle CargaCamarillo, CA 93012
FIRST CLASS MAIL(Top 30 Creditors)Walt Disney Studio PicturesSandy MoruzziPO Box 732554Dallas, TX 75373
FIRST CLASS MAIL(Top 30 Creditors)Walt Disney Studio PicturesSandy Moruzzi500 South Buena Vista StreetBurbank, CA 91521
FIRST CLASS MAIL(Top 30 Creditors)Sysco1390 Enclave ParkwayHouston, TX 77077-2099
4DOCS DE:224842.1 39566/001
Case 19-11739-LSS Doc 132-5 Filed 08/21/19 Page 5 of 8
FIRST CLASS MAIL FIRST CLASS MAIL(Top 30 Creditors) (Top 30 Creditors)Sony Pictures SDQ Fee, LLCRobin Kittrell c/o WP GlimcherPO Box 840550 180 E. Broad Street, 21st Floor
Dallas, TX 75284-0550 Columbus, OH 43215
FIRST CLASS MAIL FIRST CLASS MAIL(Top 30 Creditors) (Top 30 Creditors)
Sony Pictures Integrated Media System
Robin Kittrell DBA Be Media
10202 West Washington Blvd 9729 Lurline Ave
Culver City, CA 9023 Chatsworth, CA 91311
FIRST CLASS MAIL FIRST CLASS MAIL
(Top 30 Creditors) (Top 30 Creditors)
TDC Fort Lee LLC Crowe LLP
c/o Lincoln Eastern Management Corp 320 E Jefferson Blvd
2030 Hudson Street South Bend, IN 46624
Unit 520Fort Lee, NJ 07024 FIRST CLASS MAIL
(Top 30 Creditors)
FIRST CLASS MAIL Federal Realty Investment Trust
(Top 30 Creditors) Lock Box #9320
Ecostruction LLC PO Box 8500
Sam Modzelewski Philadelphia, PA 19178-9320
Jeff Grueninger946 NE 80th Street FIRST CLASS MAIL
Miami, FL 33138 (Top 30 Creditors)Federal Realty Investment Trust
FIRST CLASS MAIL 1626 E. Jefferson St.
(Top 30 Creditors) Rockville, MD 20852
Hodges &Associates, PLLCGerald Luecke, President FIRST CLASS MAIL
13642 Omega Road (Top 30 Creditors}
Dallas, TX 75244-4514 ID &Design International, Inc.Casie Idle
FIRST CLASS MAIL 5100 North Dixie Highway
(Top 30 Creditors) Fort Lauderdale, FL 33334
SDQ Fee, LLCWashington Prime FIRST CLASS MAIL
Attn: Stephen Ifeduba (Top 30 Creditors)
180 E. Broad Street Universal Film Exchanges
Columbus, OH 43215 PO BOX: 848270Dallas, TX 75284-8270Carla Ortiz
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FIRST CLASS 1l~dAIL(Top 30 Creditors)Bank of America Lockbox Services1950 N Stemmons FwySte 5010, Lockbox# 848270Dallas, TX 75207-3199
FIRST CLASS MAIL(Top 30 Creditors)Paramount Pictures / DreamworksBeth OzburnPO Box 748774Los Angeles, CA 90074-774
FIRST CLASS MAIL(Top 30 Creditors)Paramount Pictures / DreamworksBeth Ozburn5515 Melrose Ave,Los Angeles, CA 90038
FIRST CLASS MAIL(Top 30 Creditors)Schindler Elevator CorporationU.S. Headquarters20 Whippany RoadMorristown, NJ 07960
FIRST CLASS MAIL(Top 30 Creditors)Softeq Development Corporation
1155 Dairy AshfordSuite 125Houston, TX 77079
FIRST CLASS MAIL(Top 30 Creditors)Stainless Fixtures Inc1250 E Franklin AvenuePomona, CA 91766
FIRST CLASS MAIL(Top 30 Creditors)Jackson Lewis PCDavid G. Hoiles, Jr.Managing Principal225 Broadway Suite 2000San Diego CA 92101
FIRST CLASS MAIL(Top 3 0 Creditors)Delray Beach 4th & 5th Avenue LLCc/o Samuels &Associates Management
LLC136 Brookline AvenueBoston, MA 2215
FIRST CLASS MAIL(Top 30 Creditors)Driscoll FoodsP. Carson174 Delawanna AveClifton, NJ 07014
FIRST CLASS MAIL(Top 30 Creditors)Spencer StuartDavid Mac Eachern355 Alhambra Cir Suite 1300Coral Gables, FL 33134
FIRST CLASS MAIL(Top 30 Creditors)IPFS CorporationVera Kagan, Assoc. General CounselP.O. Box 730223Dallas, TX 75373-0223
FIRST CLASS MAIL(Top 30 Creditors)AVCO Center Corporation
Bob yari, President10850 Wilshire BlvdSte 1050Los Angeles, CA 90024
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FIRST CLASS MAIL(Top 30 Creditors)Cardlytics Inc.Scott D. Grimes, CEO675 Ponce de Leon Ave NESuite 6000Atlanta, GA 30308
FIRST CLASS MAIL(Top 30 Creditors)Lane Valente Industries20 Keyland CourtBohemia, NY 11716
FIRST CLASS MAIL(Top 30 Creditors)America's Escape GameJim Llewllyn, COO8723 International Dr.Orlando, FL 32819
FIRST CLASS MAIL(Top 30 Creditors)Village FV Ltdc/o LPC Retailing Accounting,Dennis Streit, CFO2000 McKinney AveSTE 1000Dallas TX 75012 027
FOREIGN FIRST CLASS(Top 30 Creditors)Superl Sequoia LimitedUnit 612, 6/F Tower 1833 Cheung Sha Wan Road Kowloon,Hong Kong
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