case 19-30922-hdh11 doc 1 filed 03/14/19 entered 03/14/19 ... · · phi hpa,sisle l.l.c. case...

Case 19-30922-hdh11 Doc 1 Filed 03/14/19 Entered 03/14/19 23:39:28 of 21

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Fill in this information to identify the case and this filing:

Debtor Name PHI Air Medical, L.L.C.

United States Bankruptcy Court for the: Northern District of Texas (State)

Case number (If known):

RIDER 1

Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor

On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a

voluntary petition in the United States Bankruptcy Court for the Northern District of Texas for

relief under chapter 11 of title 11 of the United States Code. The Debtors have moved for joint

administration of their cases, with the lead case number assigned to the chapter 11 case of PHI,

Inc.

PHI, Inc. AM Equity Holdings, L.L.C. PHI Tech Services, Inc. PHI Air Medical, L.L.C. PHI Helipass, L.L.C.


SECRETARY'S CERTIFICATE

Dated: March 14,2019

I, Trudy P. McConnaughhay, Chief Financial Officer and Secretary of PHI, Inc., a Louisianacorporation ("PHI"), do hereby certify as follows:

(i) I am a duly elected, qualified, and acting officer of PHI, and as such am familiar with thefacts herein certified and I am duly authorized to certify the same on behalf of PHI.

(iD Attached hereto is a true, correct, and complete copy of the resolutions duly adopted by theGoverning Body of each Company (as such terms are defined therein) on the date hereof, in accordancewith the bylaws or operating agreements of such Company and in accordance with the requirements ofapplicable law.

(iii) Such resolutions have not been amended, modified, annulled, revoked, or rescinded andare in full force and effect as of the date hereof.

IN WITNESS WHEREOF,I have hereunto signed my name on the date first written above.

eBy:Name: Trudy McConnaughhayTitle: Chief Financial Officer and Secretary


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Exhibit A

Resolutions


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RESOLUTIONS OF PHI, INC.

PHI AIR MEDICAL, L.L.C. AM EQUITY HOLDINGS, L.L.C.

PHI TECH SERVICES, INC. PHI HELIPASS, L.L.C.

March 14, 2019

WHEREAS, (i) all of the members of the board of directors, (ii) all of the managers of

the board of managers, (iii) the sole member, or (iv) the sole shareholder, as the case may be (in each case, the “Governing Body”), of the entities specified above (except as otherwise defined herein, each such entity, individually, a “Company”), has reviewed and has had the opportunity to ask questions about the materials presented by the management and the legal and financial advisors of such Company regarding the liabilities and liquidity of such Company, the strategic alternatives available to it, and the impact of the foregoing on such Company’s business; and

WHEREAS, PHI, Inc. (“PHI”) has approximately $700 million in indebtedness guaranteed by certain of PHI’s subsidiaries, which indebtedness comprises (i) $500 million in unsecured 5.25% senior notes maturing March 15, 2019 (the “2019 Notes”); (ii) a $130 million senior secured term loan maturing September 28, 2020 (the “Prepetition Working Capital Loan”) that is held by Thirty Two, L.L.C., a financing affiliate of PHI’s chief executive officer; and (iii) a $70 million secured term loan (the “Aircraft Loan”) held by Blue Torch Capital LP as agent; and

WHEREAS, given the previously-disclosed operational and financial challenges and PHI’s constrained liquidity (due in large part to the impending maturity of the 2019 Notes, the principal balance of which PHI does not have the current ability to repay), over the course of the past several months, PHI has been engaged in discussions with an ad hoc committee comprising various holders of the 2019 Notes (the “Ad Hoc Committee”), as well as the holder of the Prepetition Working Capital Loan, in an effort to restructure its indebtedness and recapitalize PHI, as well as considering other strategic alternatives; and

WHEREAS, on February 13, 2019, the Board of Directors of PHI, Inc. (the “Board”) established a Special Restructuring Committee (the “SRC”), which, subject to certain exceptions, was vested with the sole authority to act on behalf of the Board in connection with the evaluation, approval and implementation of one or more alternatives or transactions to reorganize or restructure the indebtedness and capital structure of PHI and one or more of its subsidiaries, including, among other things, through (i) one or more chapter 11 bankruptcy filings on behalf of PHI and one or more of its subsidiaries to facilitate the restructuring of its indebtedness, (ii) an out-of-court restructuring of its indebtedness, (iii) an asset or equity sale to improve PHI’s liquidity or to facilitate a restructuring or repayment of PHI’s indebtedness, or (iv) other similar transactions (each a “Possible Transaction” and, collectively, the “Possible Transactions”), and the Board appointed to the SRC all of the non-executive members of the Board; and

WHEREAS, on February 13, 2019, to facilitate the efficient development, negotiation and evaluation of one or more Possible Transactions with the Ad Hoc Committee and the holder of the Prepetition Working Capital Loan, the Board also established a Restructuring Working Committee (the “RWC”), comprised of two non-executive directors and its two directors who


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are executive officers, which was vested with certain powers designed to assist the SRC in connection with its review of Possible Transactions; and

WHEREAS, on or before February 13, 2019, the Board approved and/or ratified the retention of the following financial and legal advisors (collectively, the “Company Advisors”), to assist each Company, the Board, the SRC and the RWC in connection with the development and negotiation of any Possible Transactions:

Houlihan Lokey Capital, Inc. – financial advisor; FTI Consulting, Inc. – financial advisor; DLA Piper LLP (US) – legal counsel; Jones Walker LLP – legal counsel; and

WHEREAS, since February 13, 2019, the Company Advisors, under the direction of the SRC, have been engaged in ongoing discussions with the Ad Hoc Committee and the holder of the Prepetition Working Capital Loan in an effort to reach accord on a consensual Possible Transaction that would allow for a restructuring of the PHI’s indebtedness and capital structure that would be supported by all such parties, and has kept the SRC and the Board appropriately advised as to any material developments or changes with respect to such discussions; and

WHEREAS, notwithstanding the efforts of the RWC and the SRC, the SRC has reported to the Board that, acting on behalf of the Board and PHI, it has not been successful to date in reaching agreement with the Ad Hoc Committee or the holder of the Prepetition Working Capital Loan with respect to a consensual Possible Transaction and that no such agreement appears to be reachable prior to the maturity date of the 2019 Notes; and

WHEREAS, given the pendency of the maturity date of the 2019 Notes, the principal balance of which PHI does not have the ability to repay, the Board has determined, after consulting with its financial and legal advisors, that it is in the best interests of PHI and its constituencies that PHI avail itself of the protections afforded by chapter 11 of the United States Bankruptcy Code, 11 U.S.C. § 101 et seq., (the “Bankruptcy Code”) by making a voluntary filing to open a Chapter 11 Case (herein so called); and

WHEREAS, the Board has reviewed, considered, and had the opportunity to ask questions about the Chapter 11 Case and Chapter 11 Filings (as defined below).

Chapter 11 Filing

NOW, THEREFORE, BE IT HEREBY:

RESOLVED, that, with respect to each Company, its Governing Body (including the SRC, as applicable), after consultation with the RWC, each Company’s management, and the legal and financial advisors of such Company, has determined that it is desirable and in the best interests of such Company, its creditors, and other parties in interest that a voluntary petition be filed by such Company in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”) by such Company seeking relief under the provision of chapter 11 of the Bankruptcy Code; and

RESOLVED FURTHER, that Lance F. Bospflug, Trudy P. McConnaughhay, and Robert Del Genio, (each an “Authorized Person”), in each case, acting solely or jointly, be, and


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each hereby is, authorized, empowered, and directed, with full power of delegation, to negotiate, execute, deliver, file with the Bankruptcy Court, and perform, in the name and on behalf of each Company, and under its corporate seal or otherwise, all plans, petitions, schedules, statements, motions, lists, applications, pleadings, papers, affidavits, declarations, orders and other documents (collectively, the “Chapter 11 Filings”) (with such changes therein and additions thereto as any such Authorized Person may deem necessary, appropriate or advisable, the execution and delivery of any of the Chapter 11 Filings by any such Authorized Person with any changes thereto to be conclusive evidence that any such Authorized Person deemed such changes to meet such standard); and

RESOLVED FURTHER, that each Authorized Person, in each case, acting singly or jointly, be, and each hereby is, authorized, empowered, and directed, with full power of delegation, in the name and on behalf of such Company, to take and perform any and all further acts and deeds that such Authorized Person, in consultation with such Company’s legal and financial advisors, deems necessary, appropriate, or desirable in connection with such Company’s chapter 11 case (each, a “Chapter 11 Case”) or the Chapter 11 Filings, including, without limitation, (i) the payment of fees, expenses and taxes such Authorized Person deems necessary, appropriate, or desirable, and (ii) negotiating, executing, delivering, performing and filing any and all additional documents, schedules, statements, lists, papers, agreements, certificates and/or instruments (or any amendments or modifications thereto) in connection with, or in furtherance of, such Chapter 11 Case with a view to the successful prosecution of such Chapter 11 Case (such acts to be conclusive evidence that such Authorized Person deemed the same to meet such standard); and

Retention of Advisors

RESOLVED FURTHER, that the law firm of Jones Walker LLP, located at 201 St. Charles Avenue, New Orleans, Louisiana 70170-5100, regular outside counsel to the company, is hereby retained as corporate, securities, and finance counsel for each Company in its Chapter 11 Case, subject to Bankruptcy Court approval; and

RESOLVED FURTHER, that the law firm of DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020-1104, is hereby retained as bankruptcy counsel for each Company in its Chapter 11 Case, subject to Bankruptcy Court approval; and

RESOLVED FURTHER, that the firm of Houlihan Lokey Capital, Inc., located at 10250 Constellation Blvd., 5th Floor, Los Angeles, California 900671, is hereby retained as financial advisor for each Company in its Chapter 11 Case, subject to Bankruptcy Court approval; and

RESOLVED FURTHER, that the firm of FTI Consulting, Inc., located at Three Times Square, 9th Floor, New York, New York 10036, is hereby retained as financial advisor for each Company in its Chapter 11 Case, subject to Bankruptcy Court approval; and

RESOLVED FURTHER, that the firm of Prime Clerk, located at 830 Third Avenue, 9th Floor, New York, New York 10022, is hereby retained as claims, noticing and solicitation agent for each Company in its Chapter 11 Case, subject to Bankruptcy Court approval; and

RESOLVED FURTHER, that, with respect to each Company, any Authorized Person, in each case, acting singly or jointly, be, and each hereby is, authorized, empowered, and directed, with full power of delegation, in the name and on behalf of such Company, to negotiate,


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execute, deliver, file and perform any agreement, document or certificate and to take and perform any and all further acts and deeds (including, without limitation, (i) the payment of any consideration and (ii) the payment of fees, expenses and taxes) that such Authorized Person deems necessary, proper, or desirable in connection with such Company’s Chapter 11 Case, including, without limitation, negotiating, executing, delivering and performing any and all documents, agreements, certificates and/or instruments (or any amendments or modifications thereto) in connection with the engagement of professionals contemplated by these resolutions, with a view to the successful prosecution of such Chapter 11 Case; and

Form 8-K Filing

RESOLVED FURTHER, that in connection with the Chapter 11 Filings, the Board authorizes the filing with the Securities and Exchange Commission of a Current Report on Form 8-K and press release, each substantially in the form previously provided to the Board and discussed at this meeting, but with such changes and additions as are required by law or as such officers, in their discretion, deem necessary or appropriate, and authorizes such other filings in connection therewith as are required by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; and

Ratification

RESOLVED FURTHER, that any and all past actions heretofore taken by any Authorized Person, any director, or any member of any Company in the name and on behalf of such Company in furtherance of any or all of the preceding resolutions be, and the same hereby are, ratified, confirmed, and approved in all respects; and

General Authorization

RESOLVED FURTHER, that with respect to each Company, any Authorized Person, each one of whom may act without the joinder of any of the others, hereby is authorized, empowered, and directed, with full power of delegation, in the name and on behalf of such Company, to take, cause to be taken, or perform any and all further acts or deeds, including, without limitation, (i) the negotiation of such additional agreements, amendments, modifications, supplements, reports, documents, instruments, applications, notes or certificates not now known but which may be required, (ii) the execution, delivery and filing (if applicable) of any of the foregoing, and (iii) the payment of all fees, consent payments, taxes, and other expenses as any such Authorized Person, in his or her sole discretion, may approve or deem necessary, appropriate, or desirable to carry out the intent and accomplish the purposes of the foregoing resolutions and the transactions contemplated thereby, all of such actions, executions, deliveries, filings, and payments to be conclusive evidence of such approval or that such Authorized Person deemed the same to meet such standard; and

RESOLVED FURTHER, that any and all past actions heretofore taken by any Authorized Person, any director, manager, or member of any Company in the name and on behalf of such Company in furtherance of any or all of the preceding resolutions be, and the same hereby are, ratified, confirmed, and approved in all respects; and

RESOLVED FURTHER, that the Secretary of PHI is hereby authorized and empowered to certify that these resolutions have been duly adopted to such person or persons as the Secretary deems entitled thereto, and to attest or witness the execution of the documents


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authorized by the foregoing resolutions, and to sign and affix such Company’s seal to such documents as may be necessary or appropriate.

[Remainder of Page Intentionally Left Blank]


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Fill in this information to identify the case:

Debtor name PHI Air Medical, L.L.C.____________________________________________________

United States Bankruptcy Court for the: Northern District of Texas (State)

Case number (if known):

� Check if this is an amended filing

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders 12/15

A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 20 largest unsecured claims.

Name of creditor and complete mailing address, including zip

code

Name, telephone number, and email address of creditor

contact

Nature of the claim (for

example, trade debts, bank

loans, professional services, and government contracts)

Indicate if claim is

contingent, unliquidated, or disputed

Amount of unsecured claim If the claim is fully unsecured, fill in only

unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured

claim.

Total claim, if partially

secured

Deduction for value of

collateral or setoff

Unsecured claim

1 Delaware Trust Company 251 Little Falls Drive Wilmington, DE 19808

Michelle Dreyer Phone: (302) 636-5806 Fax: (302)-636-5806 E-mail: [email protected]

Noteholder $500,000,000.00

2 Christus Trinity Mother 1315 Doctors Dr. Tyler, TX 75701

J. Chris Glenney Phone: (903) 606-5518

Trade $486,000.00

3 Flight Safety Int’l Marine Air Terminal LaGuardia Airport Flushing, NY 11371-1061

Phone: (718) 565-4100 Fax: (718) 565-4133

Trade $376,797.50

4 Cleveland Clinic Foundation, Inc. P.O. Box 931760 Cleveland, OH 44193-1861

Janet Levak Phone: (337) 636-7414 Phone: (216) 444-1245 Fax: (216) 444-0088

Trade $153,985.76

5 Bound Tree Medical, LLC 23537 Network Place Chicago, IL 60673-1235

Phone: (800) 533-0523 Fax: (800) 257-5713 E-mail: [email protected]

Trade $71,668.10

6 Vinnell Arabia Asma Bint Yazid – Al Maizilah 8212, Unit No. 7 P.O. Box 5396 Riyadh, Saudi Arabia 13234-2980

Phone: (703) 713-4222 Trade $46,653.23


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code


contact








claim.


secured



Unsecured claim

7 South Texas Blood & Tissue Center 6211 IH 10 West San Antonio, TX 78201

Phone: (210) 757-9505 Ext 1984/1983 Fax: (210) 731-5518 E-mail: [email protected]

Trade $34,490.36

8 Wellmont Health System, Inc. 1905 American Way Kingsport, TN 37660

Jeremy Lane Phone: (423) 230-8200 Fax: (423) 230-8560

Trade $27,900.00

9 Uvalde EMS, Inc. P.O. Box 64 Uvalde, TX 78802

Phone: (830) 278-6583 Fax: (830) 591-1701

Trade $26,344.38

10 Banner University Medical Center 2901 N. Central Avenue Phoenix, AZ 85012

Charles Schriefer Phone: (602) 747-4724 E-mail: [email protected]

Trade $20,968.04

11 Jet A USA 2725 E. Mine Creek Rd. #1015 Phoenix, AZ 85024

Marc Horrell Phone: (602) 828-6458 Phone: (602) 826-3414 Fax: (480) 718-8587 E-mail: [email protected]

Trade $18,333.31

12 Zoll Medical Corporation P.O. Box 27028 New York, NY 10087-7028


Trade $17,817.63

13 Nina King 295 Kingsview Court Redding, CA 96003

Nina King, RPh, PharmD Trade $16,940.00

14 Central Logic, Inc. Dept. 3869 PO BOX 123869 Dallas, TX 75312-3869

Phone: (337) 932-4333 Phone: (801) 727-2373 E-mail: [email protected]

Trade $15,888.00

15 Rotortech Services, Inc. 4095 Southern Blvd. West Palm Beach, FL 33406

Ray Ross Phone: (561) 684-6000 Fax: (561) 684-6698 E-mail: [email protected] E-mail: [email protected]

Trade

$15,694.61

16 U.S. Bank Multi Service Aviation P.O. Box 410435 Kansas City, MO 64141-0435

Phone: (800) 344-5696 Phone: (913) 344-6590 Phone: (877) 672-2273 Fax: (913) 451-1470 E-mail: [email protected]

Trade $12,619.83


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code


contact








claim.


secured



Unsecured claim

17 FedEx PO Box 660481 Dallas, TX 75266-0481

Phone: (800) 463-3339 Phone: (800) 622-1147

Trade $9,375.15

18 Secura Guard, Inc. 2400 West Dunlap Ave., Suite 223 Phoenix, AZ 85021


Trade $9,193.22

19 Best Practices, Inc. 7032 Collection Center Dr. Chicago, IL 60693

Shaw Baloch Phone: (703) 667-3461 Fax: (703) 667-3495 E-mail: [email protected]

Trade $8,400.00

20 AT&T P.O. Box 2971 Omaha, NE 68103

Phone: (800) 331-0500 Utility $8,145.73


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IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re: PHI Air Medical, L.L.C., Debtor.

§ § § § §

Chapter 11 Case No. 19- _________ (___)

STATEMENT OF CORPORATE OWNERSHIP

Pursuant to Rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure,

the undersigned authorized officer of PHI Air Medical, L.L.C. certifies that the following

corporate entities/individuals own more than 10% of the Debtor’s equity interest.

Shareholder Percentage of Total Shares

PHI, Inc. 100%


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DALLAS DIVISION

In re: PHI Air Medical, L.L.C., Debtor.

§ § § § §

Chapter 11 Case No. 19- _________ (___)

LIST OF EQUITY SECURITY HOLDERS (RULE 1007(A)(3))

Pursuant to Rule 1007(a)(3) of the Federal Rules of Bankruptcy Procedure, PHI, Air

Medical, L.L.C. hereby provides the following list of holders of equity interests:

Name and Address of Interest Holder Percentage of Interests Held

PHI, Inc. 2001 SE Evangeline Thruway

Lafayette, LA 70508 100%


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IN RE: § § PHI Air Medical, L.L.C., § § Case No. 19-______________

Debtor(s) § Chapter 11

DECLARATION FOR ELECTRONIC FILING OF BANKRUPTCY PETITION AND MASTER MAILING LIST (MATRIX)

PART I: DECLARATION OF PETITIONER:

As an individual debtor in this case, or as the individual authorized to act on behalf of the corporation, partnership, or limited liability company seeking bankruptcy relief in this case, I hereby request relief as, or on behalf of, the debtor in accordance with the chapter of title 11, United States Code, specified in the petition to be filed electronically in this case. I have read the information provided in the petition and in the lists of creditors to be filed electronically in this case and

that the information provided therein, as well as the social security information disclosed in this document, is true and correct. I understand that this Declaration is to be filed with the Bankruptcy Court within seven (7) business days after the petition and lists of creditors have been filed electronically. I understand that a failure to file the signed original of this Declaration will result in the dismissal of my case.

[Only include for Chapter 7 individual petitioners whose debts are primarily consumer debts] –I am an individual whose debts are primarily consumer debts and who has chosen to file under chapter 7. I am aware that I may proceed under chapter 7, 11, 12, or 13 of title 11, United States Code, understand the relief available under each chapter, and choose to proceed under chapter 7.

[Only include if petitioner is a corporation, partnership or limited liability company] –I hereby further declare under penalty of perjury that I have been authorized to file the petition and lists of creditors on behalf of the debtor in this case.

Date: March 14, 2019 /s/ Robert A. Del Genio _ Debtor Joint Debtor

PART II: DECLARATION OF ATTORNEY:

I declare that: (1) I will give the debtor(s) a copy of all documents referenced by Part I herein which are filed with the United States Bankruptcy Court; and (2) I have informed the debtor(s), if an individual with primarily consumer debts, that he or she may proceed under chapter 7, 11, 12, or 13 of title 11, United States Code, and have explained the relief available under each such chapter. Date: March 14, 2019 /s/ Daniel Prieto Attorney for the Debtor


case 19-30922-hdh11 doc 1 filed 03/14/19 entered 03/14/19 ... · · phi hpa,sisle l.l.c. case...

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