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1 McKool 1128475v1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
VICTORIA DIVISION In re: § Chapter 11 § HII TECHNOLOGIES, INC., et al.1 § 15-60070 (DRJ) Debtors § (Jointly Administered) § WORLDWIDE POWER PRODUCTS, LLC § Plaintiff § § vs. § ADVERSARY NO. 15-_________ § HII TECHNOLOGIES, INC., SAGE § POWER SOLUTIONS, INC. d/b/a § SOUTH TEXAS POWER, MATTHEW § C. FLEMMING, Individually, and § CHAD CLARY, Individually § Defendants §
NOTICE OF REMOVAL
The Honorable David R. Jones, United States Bankruptcy Judge:
Debtor, HII Technologies, Inc. (“HII”) and its affiliated debtor, Sage Power Solutions,
Inc. (“Sage”), file this Notice of Removal pursuant to 28 U.S.C. § 1452, Federal Rule
Bankruptcy Procedure 9027, and Bankruptcy Local Rule 9027(b)(1), and provide notice of
removal of all claims of Plaintiff asserted against Defendants in Cause No. 2015-42553,
Worldwide Power Products, LLC vs. HII Technologies, Inc., Sage Power Solutions, Inc. dba
South Texas Power, Matthew C. Flemming, Individually, and Chad Clary, Individually, currently
pending in the 133rd Judicial District Court, Harris County, Texas (the “State Court Lawsuit”) to
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s tax identification number,
are: (i) Apache Energy Services, LLC (4404); (ii) Aqua Handling of Texas, LLC (4480); (iii) HII Technologies, Inc. (3686); (iv) Sage Power Solutions, Inc. fka KMHVC, Inc. (1210); and (v) Hamilton Investment Group, Inc. (0150).
Case 15-60070 Document 157 Filed in TXSB on 10/15/15 Page 1 of 5
2 McKool 1128475v1
the United States Bankruptcy Court for the Southern District of Texas, Houston Division. In
support of this Notice of Removal, the Defendants respectfully show the following:
SUMMARY OF DISPUTE
1. This is a cause of action against a Chapter 11 Debtors and insiders of the Debtors
for breach of contract, alter ego, and veil piercing against insiders under a misrepresentation
theory.
2. The Debtors have not answered but filed a suggestion of bankruptcy.
JURISDICTION AND VENUE
3. This Court has jurisdiction over this proceeding pursuant to 28 U.S.C. §§ 157 and
1334. This is a suit brought against a debtor-in-possession. The claims of alter ego and similar
veil-piercing claims are property of the estate.
4. This is a core proceeding under 28 U.S.C. §§ 157(b)(2)(A), (B), (C), (K) or (O).
Venue of the Debtor’s Chapter 11 case is proper in this District pursuant to 28 U.S.C. §§ 1408.
This adversary proceeding arises under a case under Title XI. Alternatively, it is related to a case
under Title XI.
5. The Court has the authority and power to enter final orders in this proceeding.
The Debtors consent to entry of final orders by the Bankruptcy Court in any circumstance.
CHAPTER 11 BANKRUPTCY
6. On September 18, 2015 (the “Petition Date”), the Debtors filed voluntary
petitions under chapter 11 of title 11, United States Code. The cases are jointly administered
under Case No. 15-60070 (“Main Case”). Additional background information on the Debtors
may be found in the First Day Affidavit (Dkt. #10, Main Case).
Case 15-60070 Document 157 Filed in TXSB on 10/15/15 Page 2 of 5
3 McKool 1128475v1
PLAINTIFFS’ PETITION AGAINST DEBTORS
7. On July 23, 2015, Worldwide Power Products commenced suit against the
Defendants.
8. Plaintiffs are not the real party in interest to assert the claims alleged in the
Petition against the insiders.
9. Pursuant to 28 U.S.C. § 1452 and Bankruptcy Rule 9027, Defendants hereby
remove the State Court Lawsuit against Defendants to the United States Bankruptcy Court for
the Southern District of Texas, the district within which the action was brought.
10. Pursuant to Bankruptcy Local Rule 9027, the names and addresses of the parties
to the suit which is being removed are:
HII Technologies 8588 Katy Freeway, Suite 430 Houston, Texas 77042 Sage Power Solutions, Inc. dba South Texas Power 8588 Katy Freeway, Suite 430 Houston, Texas 77042 Matthew C. Flemming 701 North Post Oak Road, Suite 400 Houston, Texas 77024 Chad Clary 8588 Katy Freeway, Suite 430 Houston, Texas 77042
11. The name, address, email, and telephone number of counsel are listed as follows:
Chapoton Sanders Scarborough LLP Attn: Annalee M. Pappas Two Riverway, Suite 1500 Houston, TX 77056 713-357-9712 [email protected]
Case 15-60070 Document 157 Filed in TXSB on 10/15/15 Page 3 of 5
4 McKool 1128475v1
12. Copies of all papers that have been filed in the court from which the State Court
Lawsuit is removed are attached.
NOTICE
13. Pursuant to Bankruptcy Rule 9027(b), copies of this Notice of Removal are being
served on all other parties to the State Court Lawsuit.
14. Pursuant to Bankruptcy Rule 9027(c), a copy of this Notice of Removal is being
filed with the Clerk of the 133rd Judicial District Court, Harris County, Texas, from which the
Removed Claims are removed.
ATTACHMENTS
15. Pursuant to Federal Rule of Bankruptcy Procedure 9027 and Bankruptcy Local
Rule 9027-1(b), the following are attached:
(a) Plaintiffs’ Original Petition;
(b) Returns of Service on Citation to the Debtors;
(c) Any other documents filed of record in the State Court Docket (as they are obtained).
16. Each of the attachments is a true and correct copy of the pleadings and orders
entered in the State Court Lawsuit.
CONCLUSION
17. For the reasons set out above, all claims of Plaintiff asserted against the
Defendants in the State Court Lawsuit are hereby removed to the United States Bankruptcy
Court for the Southern District of Texas, Victoria Division.
Case 15-60070 Document 157 Filed in TXSB on 10/15/15 Page 4 of 5
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Dated: October 15, 2015. MCKOOL SMITH, P.C.
By: /s/ Hugh M. Ray, III
Hugh M. Ray, III State Bar No. 24004246 Christopher D. Johnson State Bar No. 24012913 Benjamin W. Hugon State Bar No. 24078702 600 Travis, Suite 7000 Houston, Texas 77002 Tel: 713-485-7300 Fax: 713-485-7344
Proposed Counsel for Debtors-in-Possession
CERTIFICATE OF SERVICE
The undersigned certifies that on October 15, 2015, a true and correct copy of this document was served via the ECF system to the parties on the ECF service list, and to the following parties via U.S. first class mail, postage prepaid: Chapoton Sanders Scarborough LLP Attn: Annalee M. Pappas Two Riverway, Suite 1500 Houston, TX 77056 Counsel for Plaintiff HII Technologies 8588 Katy Freeway, Suite 430 Houston, Texas 77042 Sage Power Solutions, Inc. dba South Texas Power 8588 Katy Freeway, Suite 430 Houston, Texas 77042
Matthew C. Flemming 701 North Post Oak Road, Suite 400 Houston, Texas 77024 Chad Clary 8588 Katy Freeway, Suite 430 Houston, Texas 77042
/s/ Hugh M. Ray, III Hugh M. Ray, III
Case 15-60070 Document 157 Filed in TXSB on 10/15/15 Page 5 of 5
HCDistrictclerk.com WORLDWIDE POWER PRODUCTS LLC vs. HIITECHNOLOGIES INC (TEXAS CORPORATION)
10/15/2015
Cause: 201542553 CDI: 7 Court: 133
APPEALS
No Appeals found.
COST STATMENTS
No Cost Statments found.
TRANSFERS
No Transfers found.
POST TRIAL WRITS
No Post Trial Writs found.
ABSTRACTS
No Abstracts found.
SETTINGS
No Settings found.
NOTICES
No Notices found.
SUMMARY
CASE DETAILSFile Date 7/23/2015
Case (Cause) Location Civil Intake 1st Floor
Case (Cause) Status Bankruptcy
Case (Cause) Type Debt/Contract - Debt/Contract
Next/Last Setting Date N/A
Jury Fee Paid Date N/A
COURT DETAILSCourt 133rd
Address 201 CAROLINE (Floor: 11)HOUSTON, TX 77002Phone:7133686200
JudgeName JACLENEL McFARLAND
Court Type Civil
ACTIVE PARTIES
Name Type PostJdgm
Attorney
WORLDWIDE POWER PRODUCTS LLC PLAINTIFF - CIVIL SANDERS,JEREMYJAMES
5711 BRITTMOORE, HOUSTON, TX 77041
HII TECHNOLOGIES INC (TEXAS CORPORATION) DEFENDANT - CIVIL
SAGE POWER SOLUTIONS INC (D/B/A SOUTHTEXAS POWER) (TEXAS CORPORATION)
DEFENDANT - CIVIL
FLEMMING, MATTHEW DEFENDANT - CIVIL
701 NORTH POST OAK ROAD SUITE 400,, HOUSTON, TX 77024
Office of Harris County District Clerk - Chris Daniel http://www.hcdistrictclerk.com/edocs/public/CaseDetailsPrinting.aspx?G...
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Case 15-60070 Document 157-1 Filed in TXSB on 10/15/15 Page 1 of 3
SOUTH TEXAS POWER DEFENDANT - CIVIL
CLARY, CHAD DEFENDANT - CIVIL
HII TECHNOLOGIES INC (TEXAS CORPORATION)MAY BE SERVED BY SERVING ITS
REGISTERED AGENT
SAGE POWER SOLUTIONS INC (D/B/A SOUTHTEXAS POWER) (TEXAS CORPORATION)
REGISTERED AGENT
701 NORTH POST OAK ROAD SUITE 400, HOUSTON, TX 77024
INACTIVE PARTIES
No inactive parties found.
JUDGMENT/EVENTS
Date Description OrderSigned
PostJdgm
Pgs Volume/Page
FilingAttorney
PersonFiling
9/29/2015 BANKRUPTCY PROCEEDINGS,CASE ON HOLD
0
7/23/2015 ORIGINAL PETITION 0 SANDERS, JEREMYJAMES
WORLDWIDE POWERPRODUCTS LLC
SERVICES
Type Status Instrument Person Requested Issued Served Returned Received Tracking Deliver ToCITATION SERVICE ISSUED/IN
POSSESSION OFSERVING AGENCY
ORIGINALPETITION
CLARY, CHAD 7/23/2015 7/28/2015 73153016 CIVAGCY-CIVILIANSERVICEAGENCY
CITATIONCORPORATE
SERVICERETURN/EXECUTED
ORIGINALPETITION
HIITECHNOLOGIESINC (TEXASCORPORATION)MAY BESERVED BYSERVING ITS
7/23/2015 7/28/2015 8/18/2015 73153018 CIVAGCY-CIVILIANSERVICEAGENCY
CITATIONCORPORATE
SERVICERETURN/EXECUTED
ORIGINALPETITION
SAGE POWERSOLUTIONS INC(D/B/A SOUTHTEXAS POWER)(TEXASCORPORATION)
7/23/2015 7/28/2015 8/18/2015 73153019 CIVAGCY-CIVILIANSERVICEAGENCY
CITATION SERVICE ISSUED/INPOSSESSION OFSERVING AGENCY
ORIGINALPETITION
FLEMMING,MATTHEW
7/23/2015 7/28/2015 73153020 CIVAGCY-CIVILIANSERVICEAGENCY
DOCUMENTSNumber Document Post
JdgmDate Pgs
67239170 Suggestion of Bankruptcy 09/29/2015 3
·> 67239171 Exhibit A 09/29/2015 12
·> 67239172 Exhibit B 09/29/2015 9
66773108 Citation Corporate 08/26/2015 1
66773427 Citation Corporate 08/26/2015 1
66332921 Civil Case Information Sheet 07/23/2015 2
66332922 Clerk Letter 07/23/2015 4
66333381 Plaintiff's Original Petition and Request for Disclosure 07/23/2015 16
Office of Harris County District Clerk - Chris Daniel http://www.hcdistrictclerk.com/edocs/public/CaseDetailsPrinting.aspx?G...
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Case 15-60070 Document 157-1 Filed in TXSB on 10/15/15 Page 2 of 3
·> 66333385 Affidavit of Chuck Matthews 07/23/2015 4
·> 66333382 Exhibit A 07/23/2015 18
·> 66333383 Exhibit B 07/23/2015 10
·> 66333384 Exhibit C 07/23/2015 2
Office of Harris County District Clerk - Chris Daniel http://www.hcdistrictclerk.com/edocs/public/CaseDetailsPrinting.aspx?G...
3 of 3 10/15/2015 3:42 PM
Case 15-60070 Document 157-1 Filed in TXSB on 10/15/15 Page 3 of 3
CAUSE NO. ____ _
WORLDWIDE POWER PRODUCTS, LLC § Plaintiff, §
V.
HII TECHNOLOGIES, INC. , SAGE POWER SOLUTIONS, INC. d/b/a SOUTH TEXAS POWER, MATTHEW C. FLEMMING, Individually, and CHAD CLARY, Individually
Defendants.
§ § § § § § § § §
IN THE DISTRICT COURT,
OF HARRIS COUNTY, TEXAS
JUDICIAL DISTRICT ---
PLAINTIFF'S ORIGINAL PETITION AND REQUEST FOR DISCLOSURE
Plaintiff files its Original Petition and Request for Disclosure, and respectfully shows the
Court as follows :
A. Discovery Control Plan
1. Plaintiff intends to conduct discovery under Level 2 pursuant to Texas Rule of
Civil Procedure 190.3.
B. Parties
2. Plaintiff Worldwide Power Products, LLC ("Plaintiff' or "WPP") is a Texas
limited liability company with its principal place of business at 5711 Brittmoore, Houston, Harris
County, Texas 77041.
3. Defendant HII Technologies, Inc. ("HII Technologies") is a Texas corporation
whose office is located at 8588 Katy Freeway, Suite 430, Houston, Texas 77042. HII
Technologies may be served with process by serving its registered agent, Matthew C. Flemming,
at 701 North Post Oak Road, Suite 400, Houston, Harris County, Texas.
1
7/23/2015 11:09:11 AMChris Daniel - District Clerk Harris County
Envelope No. 6192164By: Nelson Cuero
Filed: 7/23/2015 10:43:09 AM
7/23/2015�11:09:00�AMChris�Daniel�-�District�ClerkHarris�CountyEnvelope�No:�6192164By:�CUERO,�NELSONFiled:�7/23/2015�10:43:00�AM
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 1 of 57
4. Defendant Sage Power Solutions, Inc. d/b/a South Texas Power ("STP") is a
Texas corporation whose office is located at 8588 Katy Freeway, Suite 430, Houston, Texas
77042. STP may be served with process by serving its registered agent, Matthew C. Flemming,
at 701 North Post Oak Road, Suite 400, Houston, Harris County, Texas.
5. Defendant Matthew C. Flemming ("Flemming") is an individual resident of the
State of Texas. He may be served with process at 701 North Post Oak Road, Suite 400,
Houston, Harris County, Texas.
6. Defendant Chad Clary ("Clary") is an individual resident of the State of Texas.
He may be served with process at 8588 Katy Freeway, Suite 430, Houston, Harris County, Texas
77042 .
7. HII Technologies, STP, Flemming and Crady are collectively referred to herein as
"Defendants."
C. Jurisdiction and Venue
8. This case is within the jurisdictional limits of this Court, and this Court has
jurisdiction over this matter. Venue is proper in Harris County because it is the county in which
all or a substantial part of the events or omissions giving rise to the claims herein occurred.
Furthermore, the contract made the basis of this lawsuit was performable in Harris County. In
accordance with Rule 47 of the Texas Rules of Civil Procedure, Plaintiff currently seeks
monetary relief of over $100,000, but not more than $1 ,000,000, excluding exemplary damages,
penalties, costs, expenses, pre-judgment interest, and attorney' s fees .
D. Facts
9. Plaintiff is a worldwide provider of power-generation equipment to commercial
and industrial clients.
2
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 2 of 57
10. HII Technologies is an oilfield services company with operations m the
Southwest United States. STP is a mobile oilfield subsidiary of HII Technologies doing
business as "South Texas Power." Matthew C. Flemming is the Chief Executive Officer and
Director of HII Technologies. Chad Clary is an officer of STP. Both Flemming and Clary
actively participate as officers in the management of STP. At all times relevant to this suit,
Defendants were operating as one business enterprise.
11. Plaintiff has provided rental equipment (namely, power-generator units of various
sizes) and services to Defendants since September 2013 . From October 2014 to June 2015,
Defendants continued to use the equipment, but for whatever reason refused to pay Plaintiff for
the use of such equipment after numerous representations were made by Defendants to Plaintiff
that payments were forthcoming. The outstanding amount owed to Plaintiff by Defendants to
date is $115,651.56. See Invoices, attached hereto as Exhibit A and incorporated herein by
reference. In addition, Defendants leased the same equipment to third party customers as part of
Defendants' business during this time.
12. During all times relevant to this suit, both Flemming and Crady actively
represented to WPP that Defendants would compensate WPP for the equipment and services.
13. After several months of fraudulent representations to Plaintiff, Plaintiff finally
retrieved the equipment in June 2015 and Plaintiffs counsel sent a demand letter to each
defendant in this case. See Demand Letters, attached hereto as Exhibit B and incorporated herein
by reference. After Defendants did not formally respond to the letter or offer any further
payments, this petition was filed.
3
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 3 of 57
E. Causes of Action
Count 1 - Suit on Sworn Account
14. Plaintiff provided equipment and services to Defendants on an open account at
Defendants' special instance and request. The equipment and services were delivered in the
regular course of business. Defendants accepted and used the equipment and services and
became bound to pay Plaintiff its designated charges, which were reasonable and customary for
such equipment and services in the county and locale where rendered. See Affidavit of Chuck
Matthews, attached as Exhibit C and incorporated herein by reference.
15. This claim is just and true, it is due, and all lawful and just offsets, payments, and
credits have been allowed.
16. The principal balance currently due for Plaintiff on the account is $115,651 .56,
after allowing for all just and lawful offsets, payments, and credits.
17. Plaintiff also sues for prejudgment interest in such sum as allowed by law and as
the evidence may show.
18. This suit on sworn account is for liquidated damages under Rule 185 of the Texas
Rules of Civil Procedure as they can be calculated from factual allegations in this petition and
from the attached affidavit. Tex. R. Civ. P. 185.
Count 2 - Quantum Meruit
19. Equipment and services were rendered to Defendants by Plaintiff. As a direct
result, a benefit was conferred on Defendants in that Defendants were provided such equipment
and services for use in operations and for leasing of same to third parties. Defendants will be
unjustly enriched in the amount claimed by Plaintiff if allowed to retain the benefits conferred
4
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 4 of 57
without payment of the reasonable value of the equipment and services provided by Plaintiff to
Defendants as described above.
20. Plaintiff has been damaged and is entitled to recover the reasonable value of the
equipment and services provided to Defendants in the amount of $115,651.56 plus prejudgment
interest and costs.
Count 3 - Breach of Contract
21 . Plaintiff incorporates the foregoing paragraphs by reference.
22. Plaintiff and Defendants entered into valid, enforceable contracts.
23. Plaintiff is a proper party to sue for breach of contract.
24. Plaintiff performed, tendered performance, or was excused from performing its
contractual obligations.
25. Defendants breached the contracts and such breach caused Plaintiff injury.
26. Therefore, Plaintiff sues for breach of contract by Defendants in the amount of
$115,651.56, plus prejudgment interest and costs.
Count 4 -Fraud
27. Defendants are liable for injuries to Plaintiff as a result of fraud.
28. Defendants made representations to Plaintiff that Defendants would pay Plaintiff
for providing equipment and services as outlined in this petition. These representations were
material as they were vitally important to Plaintiff in making the decision to provide the
equipment and services. The representations made by Defendants were false . When Defendants
made the representations, Defendants knew the representations were false or made the
representations recklessly, as positive assertions, and without knowledge of their truth. Further,
Defendants made the representations with the intention that Plaintiff act on them and provide the
5
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 5 of 57
equipment and services to Defendants. Plaintiff relied on the representations and the
representations have caused injuries to Plaintiff.
29. Matthew C. Flemming serves as an officer, manager and/or member of both HII
Technologies and STP and is vicariously liable to Plaintiff for fraud. In his role as an officer,
manager and/or member of both HII Technologies and STP, Flemming caused both HII
Technologies and STP to be used for the purpose of perpetrating and did perpetrate an actual
fraud on Plaintiff primarily for the direct personal benefit of Flemming.
30. Chad Clary serves as an officer, manager and/or member of STP and is
vicariously liable to Plaintiff for fraud. In his role as an officer, manager and/or member of STP,
Clary caused STP to be used for the purpose of perpetrating and did perpetrate an actual fraud on
Plaintiff primarily for the direct personal benefit of Clary.
31. Plaintiff is entitled to damages as a result of Defendants' fraudulent actions.
Plaintiff also seeks exemplary damages for harm caused by Defendants ' actual fraud under
Texas Civil Practices & Remedies Code section 41.003(a)(l), as defined by section 41.001(6).
Plaintiff seeks recovery of attorney fees and costs because this fraud claim is inter-related with
the breach of contract claim and the prosecution of the breach of contract claim requires proof of
the same facts.
Count 5 -Negligent Misrepresentation
32. In the alternative, Defendants are liable for injuries to Plaintiff as a result of
negligent misrepresentation.
33 . Defendants made representations to Plaintiff that Defendants would pay Plaintiff
for providing equipment and services as outlined in this petition. Defendants supplied false
information for the guidance of Plaintiff and Defendants did not exercise reasonable care or
6
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 6 of 57
competence m communicating that Defendants would perform their obligations. Plaintiff
justifiably relied on the representations and Defendants ' negligent misrepresentations
proximately caused Plaintiffs injuries.
34. Plaintiff is entitled to damages as a result of Defendants' negligent
misrepresentations. Plaintiff also seeks exemplary damages for harm caused by Defendants'
negligent misrepresentations. Plaintiff is entitled to recover reasonable and necessary attorney
fees and costs as actual damages under principles of equity.
Count 6 - Attorney Fees and Costs
35. Due to the acts of Defendants, Plaintiff was forced to retain the undersigned
attorney to enforce payment and Defendants have therefore become liable to Plaintiff for its
reasonable and necessary attorney fees and costs in the prosecution of this suit in such sum as the
evidence may show. Defendants are also liable to Plaintiff for reasonable and necessary attorney
fees and costs in such sum as the evidence may show should this case be appealed to the Court of
Appeals and should there be further appealed to the Supreme Court of Texas.
F. Conditions Precedent
36. All conditions precedent to Plaintiffs right to recover from Defendants have
occurred, have been performed, or have been waived.
G. Request for Disclosure
37. Under Texas Rule of Civil Procedure 194, Plaintiff requests that Defendants
disclose, within 50 days of the service of this request, the information or material described in
Rule 194.2.
7
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 7 of 57
Prayer
For these reasons, Plaintiff prays that Defendants be cited to appear and answer this suit,
and, on final trial, that Plaintiff be awarded judgment against Defendants for the following:
a. All actual and consequential damages in the minimum amount of $115,651.56;
b. All applicable statutory damages;
c. All reasonable and necessary attorney fees and costs through the time of trial ;
d. All costs of court;
e. Pre-judgment and post-judgment interest at the highest rate allowed by law; and
f. All other relief to which Plaintiff may be legally or equitably entitled.
Respectfully submitted,
CHAPOTON SANDERS SCARBOROUGH LLP
By: ~?)1. forru-State Bar No. 24029823 Email: jsanders@,css-firm.com Annalee M. Pappas State Bar No. 13191800 Email: [email protected] Two Riverway, Suite 1500 Houston, Texas 77056 (713) 357-9712 (866) 636-3004 (fax)
ATTORNEYS FOR PLAINTIFF, WORLDWIDE POWER PRODUCTS, LLC
8
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 8 of 57
Exhibit A
7/23/2015�11:09:00�AMChris�Daniel�-�District�ClerkHarris�CountyEnvelope�No:�6192164By:�CUERO,�NELSONFiled:�7/23/2015�10:43:00�AM
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 9 of 57
WORLDWIDE POWER PRODUCTS
5711 Brittmoore Houston. TX 77041
Bill To
South Texas Power 8588 Katy Freeway, Suite 430 Houston, TX 77024
Item Description
Rl 01263 129kW Generator · WPP I 0 1263 10/1/2014- 10/1012014
RIOI 5 16 240kW Generator- WPP I 015 16 10/1/2014 - 10/31/2014
RIO I!!I8 250k W Generator - WPP I 0 1818 I 0/1/20 14 - I 0/31/20 14
R IO I427 200kW Generator- WPP 101427 I 0/23/20 14 - I 0/3 1120 14
R I00846 85kW Generator - WPP I 00846 10/1/2014- 10/18/2014
RI01244 60kW Gcncnuor - WPP I 01244 I 011/201 4 - I 0117/20 14
RIOI262 129kW Generator- WPP I 01262 I 0/1/20 14- I 0/31/2014
Rl00838 7:ikW Generator - WPP I OOf\38 I 011/201 4 - I 0/3 1/20 14
Rl 01970 240kW Generator- WPP 101970 10/21/2014- 10/26/2014 10129/20 14- 10/31/20 14
R IOI649 250kW Generator- WPP 10164!) I 0/1/20 14 - I 0/3 1/20 14
Date
I 0/3 1/2014
Ship To
fnv-Q-0 10447 Charcoal Yard- Goliad
P.O. No . Terms
Due on receipt
Invoiced Rate
1.070.00
3.2 10.00
3.210.00
963.00
1.260.00
1.190.00
2,700.00
2.100.00
963.00
3.2 10.00
Subtotal
Tel: 71 3.434.2300 I Fax: 713.434.2394 I Emai l: controllcr@wpowerproduct~ .t:om Sales Tax (0.0%)
Wire lnstntctions Beneficiary: Worldwide Power Products Account: 20000776874 Bank: TBERIABANK 200 W Congress St Lafayenc, LA 7050 I ABA: 265270413 SWIFT: lBEAUS44
Total
Payments/Credits
Balance Due
Invoice
Invoice#
9063
lncoterm
Amount
1.070.00T
3.2 10.00T
3.210.00T
963.00T
1.260.00T
1.190.00T
2.700.00T
2.1 00.00T
963.00T
3.2 10.00T
$19,876.00
so.oo
$19.876.00
$().{)()
$19.876.00
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 10 of 57
WORLDWIDE POWER PRODUCTS
5711 Brittmoorc Houston. TX 77041
Bill To
South Texas Power 8588 Katy Freeway, Suite 430 Houston, TX 77024
Item Description
Rl00846 85kW Generator- WPP 100846 Accident awaiting lnsuram:c
RI00845 85kW Generator - WPP 100845 11/1/2014 - 11/30/2014
Rl01427 200kW Generator- WPP 101427 11/1/2014- 11130/2014
RIO I 18 250kW Generator- WPP 101818 11/1/2014- 11/30/2014
R101970 240kW Gt:.nerator · WPP I 01970 11/112014- 11/30/2014
R10 1649 250kW Generator - WPP 101649 11/l/2014- 11/30/2014
RIOOS38 75kW Generator- WPP 100838 11/1/2014 . 11/30/2014
R101263 129k W Generator - WPP 1 01 263 11/l/201 4 - 11/30/2014
RIOIS16 240kW Generator - WPP I 01516 11/112014- 11/30/20 14
R101244 60kW Generator - WPP I 01244 11/1/2014 - 11/30/201 4
RI01262 129k W Generator - WPP I 0 1262 ll/1/2014 - 11/30/201 4
Date
11/30/2014
Ship To
In v-Q-010859
P.O. No . Terms
Due on receipt
Invoiced Rate
I 0.00
16 107.00
30 107.00
30 107.00
30 107.00
30 107.00
30 107.00
30 107.00
20 107.00
16 I 07.00
16 107.00
Subtotal
Tel: 713.434 .2300 I Fax: 713.434.2394 I Email : con [email protected] Sales Tax (0.0%)
Wire Instmctions Bcnc1iciary: Worldwide Power Product~ Account: 20000776874 Bank: IBERIABANK 200 W Congress St Lafayette. LA 70501 ABA: 26527041.> SW!Fr: IBEAUS44
Total
Payments/Credits
Balance Due
Invoice
Invoice#
9273
I nco term
Amount
O.OOT
1.712.00T
3.210.00T
3.210.00T
3,210.00T
3.210.00T
3.210.00T
3.21 0.00T
2. 140.00T
1.712.00T
1.712.00T
$26,536.00
$0.00
$26.536.00
$0.00
$26,536.00
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 11 of 57
WORLDWIDE POWER PRODUCTS
5711 Brittmoorc Houston. TX 7704 I
Bi ll To
South Texas Power 8588 Katy Freeway, Suite 430 Houston, TX 77024
Item
RIOI651
Rl01818
RIOI263
Description
460k\V Generator - WPP I 0 I 65 I 12/11/2014- 12/31/2014 Standby 250k W General 1r - WPP I 0 181 S 12/1/2014 - 12/31/201 4 129kW Generator - WPP I 0 1263 12/1/2014 - 12/10/2014
Rental Service Labor 250 Hour service on returned DCA70 12/231201 4
Freight- Rental (R... Delivery - WPP 101651
Date
12/3112014
Ship To
Inv-Q-0 I I 268 I 55 1 Damon Road Tuleta, TX
P.O. No. Terms
Due on rccei pt
Invoiced Rate
21 107.00
31 107.00
10 107.00
300.00
1.187.00
Subtotal
Tel : 7 I 3.434.2300 I Fax: 713.434 .2394 I Ernail: contmller@wpol~wproduc ts.com Sales Tax (0.0%)
Wire Instructions Beneficiary: Worldwide Power Products Accou nt: 20000776874 Bank: IBERIABANK 200 W Congress St Lafayette. LA 7050 I ABA. 265270413 SWIFT: IBEAUS44
Total
Payments/Credits
Balance Due
Invoice
Invoice#
9542
I nco term
Amount
2,247.00T
J.317.00T
1.070.00T
300.00T
1.187.00T
$8.12 1.00
so.oo
$8, 12100
$0.00
$8.121.00
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 12 of 57
WORLDWIDE POWER PRODUCTS
5711 Brittmoore Houston. TX 7704 I
Bill To
South Texas Power 8588 Katy Freeway, Suite 430 Houston, TX 77024
Item
RIOI651
RIOI970
Rl01427
RIOI263
RIOI649
Description
460k W Generator · WPP I 0165 I 111/2015-1131/2015 240kW Generator - WPP 10 1970 1/1/2015- 1/31/20 15 200kW Generator - WPP 101 427 1/1/2015-1131/20 15 129kW Generator - WPP I 01263 111/20 15-1/3112015 250kW Generator - WPP 1 0 1649 11112015-1131/2015
Date
1/31/20 15
Ship To
In v-Q-0 11829 15 I I Damon Road Tuleta, TX
P.O. No. Terms
Due on receipt
Invo iced Rate
31 107.00
3 1 107.00
31 107.00
31 90.00
31 107.00
Subtotal
Tel: 713.434 .2300 I Fax: 713.434.2394 I Emai l: [email protected] Sales Tax (0.0%)
Wire Instructions Beneficiary: Worldwide Power Products Account : 20000776874 Bank: IBERIABANK 200 W Congress St Lafaycllc, LA 7050 I ABA. 265270413 SW!Fr: !8EAUS44
Total
Payments/Credits
Balance Due
Invoice
Invoice#
9818
lncoterm
Amount
3.317.00T
3,317.00T
3.317.00T
2.790.00T
3,317.001'
$16,058.00
so.oo
$16.058.00
$0.00
$16.058.00
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 13 of 57
WORLDWIDE POWER PRODUCTS
5711 Brittmoorc Houston , TX 77041
Bill To
South Texas Power 8588 Katy Freeway, Suite 430 Houston, TX 77024
Item
Rl 01651
Rl0 1649
RIOI970
RIOI263
Description
460k W Generator · WPP I 0 165 I 2/1/2015 - 2/28/20 15 250k\V Generator - WPP 10 1649 2/21/20 15 • 2/'!.8/20 15 240kW Generator- WPP I 01970 2/1/2015-2/10/2015 129kW Generator- WPP 101263 2/1/2015-2/10/2015
Date
2/28/2015
Ship To
Inv-Q-0 12252 I 5 I I Damon Road Tuleta, TX
P.O. No . Terms
Due on receipt
Invoiced Rate
28 107.00
8 107.00
10 107.00
1.070.00
Subtotal
Tel: 713.434.2300 I Fax : 713.434.2394 I Email: control lc.: r@wpowcrproduct~ .com Sales Tax (0.0%)
Wire Instructions Bcncticiary: Worldwide Power Products Account: 20000776874 Bank: IBERTABANK 200 W Congress St Lafayette. LA 7050 I ABA. 265270413 SWIFI': IBEAUS44
Total
Payments/Credits
Balance Due
Invoice
Invoice#
10033
lncoterm
Amount
2.996.00T
856.00T
1,070.00T
1.070.00T
$5.992.00
$0.00
$5.992.00
$0.00
$5.992.00
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 14 of 57
WORLDWIDE POWER PRODUCTS
5711 Brittmoon; Houston. TX 7704 I
Bill To
South Texas Power 8588 Katy Freeway, Suite 430 Houston, TX 77024
Item
RIOI651
Rl01427
Rl0 1649
Rl 01263
RIOI970
Description
460kW Generator - WPP I 01651 03/01/2015-03/31/2015 200kW Generator - WPP I 01427 03/0 1/20 15-03/31/2015 250kW Generator - WPP 10 1649 03/0 1/2015-03/31/2015 129k W Generator - \VPP I 01263 03101/2015-03/3 1/2015 240kW Generator - WPP I 01970 03/0 1/20 15-03/J 1/2015
Date
3/31/2015
Ship To
In v -Q-0 12840
P.O. No. Terms
Due on receipt
Invoiced Rate
31 I 07.00
0 107.00
31 107.00
12 90.00
0 I 07.00
Subtotal
Tel : 713.434.2300 I Fax: 713.434.2394 I Email : controllcr(!!' wpow.::rproducts.com Sales Tax (0.0%)
Wi re Instructions Beneficiary: Worldwide Power Products Account : 20000776874 Bank: IBERIABANK 200 W Congress St Lafayette, LA 7050 I ABA. 265270413 SWIF-T: IBEAUS44
Total
Payments/Credits
Balance Due
Invoice
Invoice#
10404
lncoterm
Amount
3.317.00T
O.OOT
3.317.00T
I ,080.00T
O.OOT
$7.714.00
so.oo
$7.71 4.00
so.oo
$7.71 4.00
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 15 of 57
WORLDWIDE POWER PRODUCTS
5711 Brittmoore Houston. TX 77041
Bill To
South Texas Power 8588 Katy Freeway, Suite 430 Houston, TX 77024
Item
Rl01651
Rl01970
RI01 427
RIOIM9
RIOI263
Description
400kW Generator - WPP 101651 April 1-30. 2015 240kW Generator - WPP I 0 1970 April 1-30.2015 200kW Generator - WPP 101427 April 1-30.2015 250kW Generator - WPP I 01649 April 1-30. 2015 129k W Generator - WPP I 0 1263 April 1-30.2015
Date
51612015
Ship To
Inv-Q-0 13320
P.O. No. Terms
Due on receipt
Invoiced Rate
30 107.00
30 107.00
30 107.00
30 107.00
30 90.00
Subtotal
Tel: 713.434.2300 I Fax: 713 .-134.2394 I Email: controllcr<ihvpowaproducts.com Sales Tax (0.0%)
Wire Instruc tions Beneficiary: Worldwide Power Products A.ccount: 20000776874 Bank: IBERIABANK 200 W Congress St Lafayette, LA 7050 I ABA: 265270413 SWIFT: IBEAUS44
Total
Payments/Credits
Balance Due
Invoice
Invoice#
10676
lncoterm
Amount
3.210.00T
3.210.00T
3.210.00T
3.210.00T
2.700.00T
$15.540.00
0.00
$15,540.00
$0.00
$15.540.00
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 16 of 57
WORLDWIDE P 0 \'J E R P R 0 D U C T S
5711 Brlttmoore Rd. Houston, TX 77041 Direct: 713-538-2090 Main: 713-434--2300
Bill To:
RENTAL INVOICE Invoice #: lnv-Q-013900
Contract 00001161 Date: 06/09/2015
P.O. No. Terms
Due on Receipt South Texas Power/KMHVC 8588 Katy Freeway, Suite 430 Houston, TX 77024
Customer Contact Preference:
A/P Email: [email protected] CC Email: [email protected]
Item Description Qty Amount
101970 240KW $107 /day- May 1-31, 2015 31 $3,317.00
101649 250KW $107/- May 1-31,2015 31 $3,317.00
101427 200KW $107 /day- May 1-31, 2015 31 $3,317.00
101263 129KW $90/day- May 1-31, 2015 31 $2,790.00
Damage to units: 101427, jackstand repair & service, 101970 Kill Switch/battery/service, 101649 Em. stop 1 $754.00
button. batterv. lue. 101263. em button. new tire.
Fuel - 166 gallons added to 101649 at check-in 166 $1,079.00
Pick up units 6/3/2015 101427 & 101970 1 $3,416.00
Pick up units 6/3/2015 101263 & 101649 1 $2,824.56
Prepared by: [email protected] · Subtotal $20,814.56
TERP Tax (2.00%) $0.00
Sales Tax (8.25%) $0.00
Balance Due: $20,814.56
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 17 of 57
Exhibit B
7/23/2015�11:09:00�AMChris�Daniel�-�District�ClerkHarris�CountyEnvelope�No:�6192164By:�CUERO,�NELSONFiled:�7/23/2015�10:43:00�AM
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 18 of 57
I
CHAPOTON I SANDERS I SCARBOROUGH LLP
JEREMY J. SANDERS PARTNER
DIRECT: 713.357.9712
[email protected] WWW.CSS-FIRM.COM
June 12, 2015
Via U.S. Mail Mr. Matthew C. Flemming HII Technologies, Inc. 8588 Katy Freeway Suite 430 Houston, Texas 77042
Re: Demand for Payment- Sage Power Solutions, Inc. d/b/a South Texas Power
Dear Mr. Flemming:
This fum has been retained by Worldwide Power Products ("WPP") to collect a debt owed to it pursuant to equipment rental and services performed by WPP at the request of Sage Power Solutions, Inc. d/b/a South Texas Power ("STP"). I have attached the outstanding invoices describing the equipment/services and detailing the amounts due. As of the date of this letter, a balance of $120,651.56, exclusive of attorney fees and interest, is due and owing to WPP for the equipment rental and services performed. It has also come to our attention that STP has been renting this same equipment to third parties and collecting payments for same.
You have been aware of this payment issue. My client has been patient and requested your timely payment on several occasions and you have ignored these requests. Accordingly, I have been instructed to make only one demand for payment. If this amount is not paid in full within ~ (1) days of the date of this letter, I have been instructed to, and shall, file suit against STP, HII Technologies, Inc., Chad Crady and you (individually) for fraud, as well as breach of contract and other claims, in the recovery of this amount, together with the recovery of any and all commercial and consequential losses suffered or to be suffered by WPP, attorney fees, prejudgment interest and other expenses incurred by WPP. In the event of filing suit, we intend to utilize all remedies allowable 'under applicable law.
This letter constitutes formal demand for immediate payment of this amount. Please direct your payments to me at this office. Should you delay and/or refuse to pay this debt, additional interest, charges and attorney fees will continue to accrue to this debt pursuant to applicable law.
TWO RIVERWAY I SUITE 1500 I HOUSTON, TEXAS 77056 I MAIN 713.357.9710 I FAX 713.357.9690
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 19 of 57
/ ' I
Demand Letter to Matthew Flemming June 12,2015 Page2
Please be advised that this is a serious matter that concerns the owners and management of HII Technologies, Inc. and STP. WPP may proceed with legal action without further notice. If! have not heard from you by the stated deadline, I have been authorized to initiate formal proceedings.
Nothing contained herein constitutes a waiver or election of any rights or remedies which WPP has against HII Technologies, Inc., STP, Chad Crady and/or you. It is the intention of WPP to retain all rights and remedies available under applicable law. Any delay on the part of WPP in taking any action to collect the amounts owed does not constitute a waiver of the right to take such action at any time.
It is unfortunate that this type of demand letter has to be sent. However, the time for payment has passed and you need to be aware of the consequences of continued non-payment. Thank you for your immediate attention to this matter. I look forward to hearing from you.
JJS/ep
Enclosures
cc: Via U.S. Mail Mr. Chad Crady
Sincerely,
Sage Power Solutions, Inc. d/b/a South Texas Power 8588 Katy Freeway Suite 430 Houston, Texas 77042
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 20 of 57
CHAPOTON I SANDERS I SCARBOROUGH LLP
JEREMY J. SANDERS PARTNER
DIRECT: 713.357.9712
WWW.CSS-FIRM.COM
June 12, 2015
Vw U.S. Mail Mr. Chad Crady Sage Power Solutions, Inc. d/b/a South Texas Power 8588 Katy Freeway Suite 430 Houston, Texas 77042
Re: Demand for Payment- Sage Power Solutions, Inc. d/b/a South Texas Power
Dear Mr. Crady:
This finn has been retained by Worldwide Power Products ("WPP") to collect a debt owed to it pursuant to equipment rental and services performed by WPP at the request of Sage Power Solutions, Inc. d/b/a South Texas Power ("STP"). I have attached the outstanding invoices describing the equipment/services and detailing the amounts due. As of the date of this letter, a balance of $120,651.56, exclusive of attorney fees and interest, is due and owing to WPP for the equipment rental and services performed. It has also come to our attention that STP has been renting this same equipment to third parties and collecting payments for same.
You have been aware of this payment issue. My client has been patient and requested your timely payment on several occasions and you have ignored these requests. Accordingly, I have been instructed to make only one demand for payment. If this amount is not paid in full within ~ (7) days of the date of this letter, I have been instructed to, and shall, file suit against STP. HII Technologies, Inc., Matthew Flemming and you (individually) for fraud, as well as breach of contract and other claims, in the recovery of this amount, together with the recovery of any and all commercial and consequential losses suffered or to be suffered by WPP, attorney fees, prejudgment interest and other expenses incurred by WPP. In the event of filing suit, we intend to utilize all remedies allowable under applicable law.
This letter constitutes formal demand for immediate payment of this amount. Please direct your payments to me at this office. Should you delay and/or refuse to pay this debt, additional interest, charges and attorney fees will continue to accrue to this debt pursuant to applicable law.
TWO RIVERWAY I SUITE 1500 I HOUSTON, TEXAS 77056 I MAIN 713.357.9710 I FAX 713.357.9690
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 21 of 57
Demand Letter to Chad Crady June 12,2015 Page2
Please . be advised that this is a serious matter that concerns the owners and management of HII Technologies, Inc. and STP. WPP may proceed with legal action without further notice. Ifl have not heard from you by the stated deadline, I have been authorized to initiate formal proceedings.
Nothing contained herein constitutes a waiver or election of any rights or remedies which WPP has against HII Technologies, Inc., STP, Matthew Flemming and/or you. It is the intention of WPP to retain all rights and remedies available under applicable law. Any delay on the part of WPP in taking any action to collect the amounts owed does not constitute a waiver of the right to take such action at any time.
It is unfortunate that this type of demand letter has to be sent. However, the time for payment has passed and you need to be aware of the consequences of continued non-payment. Thank you for your immediate attention to this matter. I look forward to hearing from you.
JJS/ep
Enclosures
cc: Via U.S. Mail Mr. Matthew Flemming HII Technologies, Inc. 8588 Katy Freeway Suite 430 Houston, Texas 77042
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 22 of 57
Exhibit C
7/23/2015�11:09:00�AMChris�Daniel�-�District�ClerkHarris�CountyEnvelope�No:�6192164By:�CUERO,�NELSONFiled:�7/23/2015�10:43:00�AM
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 23 of 57
CAUSE NO. ________ _
WORLDWIDE POWER PRODUCTS, LLC § IN THE DISTRlCT COURT, Plaintiff, §
v.
HIJ TECHNOLOGIES, INC., SAGE POWER SOLUTIONS, INC. d/b/a SOUTH TEXAS POWER, MATTHEW C. FLEMMING, Individually, and CHAD CLARY, Individually
§ § § § § § § § §
OF HARRIS COUNTY, TEXAS
Defendants. ___ JUDICIAL DISTRlCT
AFFIDAVIT OF CHUCK MATTHEWS
STATE OF TEXAS § §
COUNTY OF HARRIS §
BEFORE ME, the undersigned authority, on this day personally appeared Chuck
Matthews, known to me to be the person whose name is subscribed below. Mr. Matthews swore
on his oath as follows:
l. "My name is Chuck Matthews. I am over the age of eighteen (18) years, am of sound mind, and suffer no legal disabilities. I am fully competent to testify to the matters stated herein. I have personal knowledge of the facts stated in this Affidavit and am in all respects qualified to make the same.
2. Further, I swear under penalty of petjury that the contents of this Affidavit are true and cotTect and based on my personal knowledge.
3. I am Chief Financial Officer for Worldwide Power Products, LLC ("WPP").
4. I have read the attached Plaintiffs Original Petition and Request for Disclosure ("Original Petition") and all the facts contained therein pet1aining to WPP's claims are true and correct.
5. A copy of the unpaid Invoices are attached to the Original Petition as Exhibit A and such documentation is incorporated herein by reference. Exhibit A represents records kept by WPP in the regular course of business, and it was the regular course of business of WPP for an employee or representative with knowledge of the act, event, or condition to rnal<e the record or transmit the information to be
7/23/2015�11:09:00�AMChris�Daniel�-�District�ClerkHarris�CountyEnvelope�No:�6192164By:�CUERO,�NELSONFiled:�7/23/2015�10:43:00�AM
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 24 of 57
included in such records. The records were made at or near the time or reasonably soon thereafter. The records attached to the Original Petition are exact duplicates of the original.
6. Pursuant to Defendants' requests, WPP agreed to provide Defendants with valuable equipment and services. WPP provided the agreed equipment and services as requested by Defendant.
7. The fees charged and costs incurred by WPP for providing the equipment and services to Defendants were at the special insistence and request of Defendants. Defendants owe WPP the current outstanding amount of $115,651.56 as the reasonable amount charged for the equipment and services provided to Defendants by WPP, exclusive of interest and attorney fees, after all just and lawful offsets, payments, and credits have been applied.
8. I am familiar with the fees and prices customarily charged for the equipment and services such as those WPP provided to Defendants and familiar with the prices customarily charged for similar equipment and services in the industry.
Fm1her affiant sayeth not."
Chuck Matthews Worldwide Power Products, LLC
rd SUBSCRJBED AND SWORN TO BEFORE ME on the 21 day of July, 2015, to certify which witness my hand and seal of office .
e MARY JO MERCER Notary Public, State of TexH
My Commlaelon ExplrH MAY 08 2018
2
. 0~. d for the State of Texas
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 25 of 57
7/23/2015�11:09:11�AMChris�Daniel�-�District�ClerkHarris�CountyEnvelope�No:�6192164By:�CUERO,�NELSONFiled:�7/23/2015�10:43:09�AM
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 26 of 57
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 27 of 57
CHAPOTON I SANDERS I SCARBOROUGH LLP
Annalee M. Pappas
Senior Counsel
DIRECT: 713.357.9714
WWW.CSS-FIRM.COM
July 22, 2015
ViaE-File Honorable Chris Daniel Harris County District Clerk 201 Caroline, Suite 420 Houston, Texas 77002
RE: Cause No. ; Worldwide Power Products, LLC. v. HII Technologies, Inc. , Sage Power Solutions, Inc. d/b/a South Texas Power, Matthew C. Flemming, Individually, and Chad Clary, Individually; In the Judicial District Court of Harris County, Texas.
Dear Sir:
Plaintiffs Original Petition has been e-filed in the above-referenced matter. The appropriate citation fees and copy charges have been paid by my firm through e-file. Accordingly, please issue citation for the following Defendants:
HII Technologies, Inc. 8588 Katy Freeway, Suite 430 Houston, Texas, 77042
Sage Power Solutions, Inc. d/b/a South Texas Power 8588 Katy Freeway, Suite 430 Houston, Texas, 77042
Matthew C. Flemming 701 North Post Oak Road, Suite 400 Houston, Texas, 77024
Chad Clary 8588 Katy Freeway, Suite 430 Houston, Texas, 77042
Plaintiffs counsel will arrange for retrieval of the citation and private service on the Defendants. Please notify Plaintiffs counsel when the citation is ready for retrieval at the following email address: apappas(a!css-firm.com
TWO RIVERWAY I SUITE 1500 I HOUSTON, TEXAS 77056 I MAIN 713.357.9710 I FAX 866.636.3004
7/23/2015�11:09:11�AMChris�Daniel�-�District�ClerkHarris�CountyEnvelope�No:�6192164By:�CUERO,�NELSONFiled:�7/23/2015�10:43:09�AM
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 28 of 57
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 29 of 57
Thank you for your cooperation in this matter. If I can provide additional assistance or information, please call me directly at 713-357-9714.
Very truly yours,
~P?:::s ~U-
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 30 of 57
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 31 of 57
8/26/2015 1:21:18 PMChris Daniel - District Clerk Harris County
Envelope No. 6661247By: JIMMY RODRIGUEZ
Filed: 8/26/2015 1:21:18 PM
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 32 of 57
8/26/2015 1:26:23 PMChris Daniel - District Clerk Harris County
Envelope No. 6661404By: JIMMY RODRIGUEZ
Filed: 8/26/2015 1:26:23 PM
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 33 of 57
1 McKool 1125714v1
CASE NO. 2015-42553 WORLDWIDE POWER PRODUCTS, LLC § IN THE DISTRICT COURT Plaintiff § § VS. § OF HARRIS COUNTY, TEXAS § HII TECHNOLOGIES, INC., SAGE § POWER SOLUTIONS, INC. d/b/a § SOUTH TEXAS, POWER, MATTHEW § C. FLEMMING, Individually, and § CHAD CLARY, Individually § Defendants § 133rd JUDICIAL DISTRICT
SUGGESTION OF BANKRUPTCY
PLEASE TAKE NOTICE that on September 18, 2015 (the “Petition Date”), HII
Technologies, Inc. (“HII”) and its affiliated debtors, including Sage Power Solutions, Inc.
(“Sage”) (collectively, the “Debtors”)1 filed voluntary petitions seeking bankruptcy protection
under chapter 11 of title 11 of the United States Code (11 U.S.C. § 101, et seq.) (“Bankruptcy
Code”) in the United States Bankruptcy Court for the Southern District of Texas, Victoria
Division (the “Bankruptcy Court”). The bankruptcy cases are jointly administered under case
no. 15-60070 (DRJ) (the “Bankruptcy Cases”). Copies of HII’s and Sage’s chapter 11 petitions
are attached hereto as Exhibits A and B, respectively.
PLEASE BE ADVISED that pursuant to section 362(a) of the Bankruptcy Code (the
“Automatic Stay”), the filing of a bankruptcy petition “operates as a stay, applicable to all
entities,” of “the commencement or continuation, including the issuance or employment of
process, of a judicial, administrative, or other action or proceeding against the debtor that was or
could have been commenced before the commencement of the case under [the Bankruptcy
Code], or to recover a claim against the debtor that arose before the commencement of the
1 The Debtors are: (i) Apache Energy Services, LLC; (ii) Aqua Handling of Texas, LLC; (iii) HII Technologies,
Inc.; (iv) Sage Power Solutions, Inc. fka KMHVC, Inc.; and (v) Hamilton Investment Group, Inc.
9/29/2015 4:37:30 PMChris Daniel - District Clerk Harris County
Envelope No. 7153807By: JIMMY RODRIGUEZ
Filed: 9/29/2015 4:37:30 PM
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 34 of 57
2 McKool 1125714v1
[bankruptcy] case” and of “any act to obtain possession of property of the estate or of property
from the estate or to exercise control over property of the estate.” 11 U.S.C. §§ 362(a)(1) &
362(a)(3).
PLEASE BE FURTHER ADVISED that any action taken against the Debtors, without
obtaining relief from the Automatic Stay from the Bankruptcy Court, may be void and may result
in a finding of contempt for violation of the Automatic Stay. The Debtors reserve and retain
their statutory right to seek relief in the Bankruptcy Court from any judgment, order, or ruling
entered in violation of the Automatic Stay. If the Court or any parties have questions about the
Bankruptcy Cases or this notice, bankruptcy counsel for the Debtors may be contacted as
follows:
MCKOOL SMITH PC Attn: Hugh M. Ray, III 600 Travis, Suite 7000 Houston, Texas 77002
Tel: 713-485-7300 Fax: 713-485-7344
Dated: September 29, 2015.
MCKOOL SMITH, P.C.
By: /s/ Hugh M. Ray, III Hugh M. Ray, III State Bar No. 24004246 600 Travis, Suite 7000 Houston, Texas 77002 Tel: 713-485-7300 Fax: 713-485-7344
Proposed Counsel for Debtors-in-Possession
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 35 of 57
3 McKool 1125714v1
CERTIFICATE OF SERVICE
I hereby certify on September 29, 2015, a true copy of the above and attached was sent to Plaintiff’s counsel by U.S. certified mail, return receipt requested.
/s/ Hugh M. Ray, III Hugh M. Ray, III
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 36 of 57
EXHIBIT A
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 37 of 57
}bk1{Form 1. Voluntary Petition}bk{
B1 (Official Form 1)(04/13)
United States Bankruptcy Court Voluntary Petition
Name of Debtor (if individual, enter Last, First, Middle):
All Other Names used by the Debtor in the last 8 years(include married, maiden, and trade names):
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN(if more than one, state all)
Street Address of Debtor (No. and Street, City, and State):
County of Residence or of the Principal Place of Business:
Mailing Address of Debtor (if different from street address):
Location of Principal Assets of Business Debtor(if different from street address above):
Name of Joint Debtor (Spouse) (Last, First, Middle):
All Other Names used by the Joint Debtor in the last 8 years(include married, maiden, and trade names):
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN(if more than one, state all)
Street Address of Joint Debtor (No. and Street, City, and State):
County of Residence or of the Principal Place of Business:
Mailing Address of Joint Debtor (if different from street address):
ZIP Code ZIP Code
ZIP Code ZIP Code
Type of Debtor
(Form of Organization) (Check one box)
Individual (includes Joint Debtors) See Exhibit D on page 2 of this form.
Corporation (includes LLC and LLP) Partnership Other (If debtor is not one of the above entities,
check this box and state type of entity below.)
Chapter 15 Debtors Country of debtor's center of main interests:
Each country in which a foreign proceeding by, regarding, or against debtor is pending:
Filing Fee (Check one box)
Full Filing Fee attached
Filing Fee to be paid in installments (applicable to individuals only). Mustattach signed application for the court's consideration certifying that thedebtor is unable to pay fee except in installments. Rule 1006(b). See OfficialForm 3A.
Filing Fee waiver requested (applicable to chapter 7 individuals only). Mustattach signed application for the court's consideration. See Official Form 3B.
Nature of Business(Check one box)
Health Care Business Single Asset Real Estate as defined
in 11 U.S.C. § 101 (51B) Railroad Stockbroker Commodity Broker Clearing Bank Other
Tax-Exempt Entity(Check box, if applicable)
Debtor is a tax-exempt organizationunder Title 26 of the United StatesCode (the Internal Revenue Code).
Chapter of Bankruptcy Code Under Whichthe Petition is Filed (Check one box)
Chapter 7 Chapter 9 Chapter 11 Chapter 12 Chapter 13
Chapter 15 Petition for Recognitionof a Foreign Main Proceeding
Chapter 15 Petition for Recognitionof a Foreign Nonmain Proceeding
Nature of Debts(Check one box)
Debts are primarily consumer debts, Debts are primarilydefined in 11 U.S.C. § 101(8) as business debts."incurred by an individual primarily fora personal, family, or household purpose."
Chapter 11 DebtorsCheck one box:Debtor is a small business debtor as defined in 11 U.S.C. § 101(51D).Debtor is not a small business debtor as defined in 11 U.S.C. § 101(51D).
Check if:Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates)are less than $2,490,925 (amount subject to adjustment on 4/01/16 and every three years thereafter).
Check all applicable boxes:A plan is being filed with this petition.
Acceptances of the plan were solicited prepetition from one or more classes of creditors,in accordance with 11 U.S.C. § 1126(b).
THIS SPACE IS FOR COURT USE ONLYStatistical/Administrative InformationDebtor estimates that funds will be available for distribution to unsecured creditors.
Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors.
Estimated Number of Creditors
1- 50- 100- 200- 1,000- 5,001- 10,001- 25,001- 50,001- OVER49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000
Estimated Assets
$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion
million million million million million
Estimated Liabilities
$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion
million million million million million
Southern District of Texas
Apache Energy Services, LLC
DBA AES Water Solutions; DBA AES Safety Services
45-4384404
793 Charco StreetGoliad, TX
Goliad
8588 Katy Freeway, Suite 430Houston, TX
77963
77024
Case 15-60069 Document 1 Filed in TXSB on 09/18/15 Page 1 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 38 of 57
B1 (Official Form 1)(04/13) Page 2
Voluntary Petition
(This page must be completed and filed in every case)
Name of Debtor(s):
All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet)
Location Case Number: Date Filed:Where Filed:
Location Case Number: Date Filed:Where Filed:
Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet)
Name of Debtor: Case Number: Date Filed:
District: Relationship: Judge:
Exhibit A
(To be completed if debtor is required to file periodic reports (e.g.,forms 10K and 10Q) with the Securities and Exchange Commissionpursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934and is requesting relief under chapter 11.)
Exhibit A is attached and made a part of this petition.
Exhibit CDoes the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?
Yes, and Exhibit C is attached and made a part of this petition.
No.
Exhibit D(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)
Exhibit D completed and signed by the debtor is attached and made a part of this petition.
If this is a joint petition:
Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.
Information Regarding the Debtor - Venue
(Check any applicable box)
Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.
There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.
Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States inthis District, or has no principal place of business or assets in the United States but is a defendant in an action orproceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the reliefsought in this District.
Certification by a Debtor Who Resides as a Tenant of Residential Property(Check all applicable boxes)
Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)
(Name of landlord that obtained judgment)
(Address of landlord)
Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to curethe entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and
Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day periodafter the filing of the petition.
Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. § 362(l)).
Exhibit B(To be completed if debtor is an individual whose debts are primarily consumer debts.)
I, the attorney for the petitioner named in the foregoing petition, declare that Ihave informed the petitioner that [he or she] may proceed under chapter 7, 11,12, or 13 of title 11, United States Code, and have explained the relief availableunder each such chapter. I further certify that I delivered to the debtor the noticerequired by 11 U.S.C. §342(b).
XSignature of Attorney for Debtor(s) (Date)
Apache Energy Services, LLC
- None -
See Attachment
Case 15-60069 Document 1 Filed in TXSB on 09/18/15 Page 2 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 39 of 57
B1 (Official Form 1)(04/13) Page 3
Voluntary Petition
(This page must be completed and filed in every case)
Name of Debtor(s):
SignaturesSignature(s) of Debtor(s) (Individual/Joint)
I declare under penalty of perjury that the information provided in thispetition is true and correct.[If petitioner is an individual whose debts are primarily consumer debts andhas chosen to file under chapter 7] I am aware that I may proceed underchapter 7, 11, 12, or 13 of title 11, United States Code, understand the reliefavailable under each such chapter, and choose to proceed under chapter 7.[If no attorney represents me and no bankruptcy petition preparer signs thepetition] I have obtained and read the notice required by 11 U.S.C. §342(b).
I request relief in accordance with the chapter of title 11, United States Code,specified in this petition.
XSignature of Debtor
XSignature of Joint Debtor
Telephone Number (If not represented by attorney)
Date
Signature of Attorney*
XSignature of Attorney for Debtor(s)
Printed Name of Attorney for Debtor(s)
Firm Name
Address
Telephone Number
Date*In a case in which § 707(b)(4)(D) applies, this signature also constitutes acertification that the attorney has no knowledge after an inquiry that theinformation in the schedules is incorrect.
Signature of Debtor (Corporation/Partnership)
I declare under penalty of perjury that the information provided in thispetition is true and correct, and that I have been authorized to file this petitionon behalf of the debtor.
The debtor requests relief in accordance with the chapter of title 11, UnitedStates Code, specified in this petition.
XSignature of Authorized Individual
Printed Name of Authorized Individual
Title of Authorized Individual
Date
Signature of a Foreign Representative I declare under penalty of perjury that the information provided in this petitionis true and correct, that I am the foreign representative of a debtor in a foreignproceeding, and that I am authorized to file this petition.
(Check only one box.)
I request relief in accordance with chapter 15 of title 11. United States Code.Certified copies of the documents required by 11 U.S.C. §1515 are attached.
Pursuant to 11 U.S.C. §1511, I request relief in accordance with the chapterof title 11 specified in this petition. A certified copy of the order grantingrecognition of the foreign main proceeding is attached.
XSignature of Foreign Representative
Printed Name of Foreign Representative
Date
Signature of Non-Attorney Bankruptcy Petition Preparer
I declare under penalty of perjury that: (1) I am a bankruptcy petitionpreparer as defined in 11 U.S.C. § 110; (2) I prepared this document forcompensation and have provided the debtor with a copy of this documentand the notices and information required under 11 U.S.C. §§ 110(b),110(h), and 342(b); and, (3) if rules or guidelines have been promulgatedpursuant to 11 U.S.C. § 110(h) setting a maximum fee for serviceschargeable by bankruptcy petition preparers, I have given the debtor noticeof the maximum amount before preparing any document for filing for adebtor or accepting any fee from the debtor, as required in that section.Official Form 19 is attached.
Printed Name and title, if any, of Bankruptcy Petition Preparer
Social-Security number (If the bankrutpcy petition preparer is notan individual, state the Social Security number of the officer,principal, responsible person or partner of the bankruptcy petitionpreparer.)(Required by 11 U.S.C. § 110.)
Address
X
Date
Signature of bankruptcy petition preparer or officer, principal, responsibleperson,or partner whose Social Security number is provided above.
Names and Social-Security numbers of all other individuals who prepared orassisted in preparing this document unless the bankruptcy petition preparer isnot an individual:
If more than one person prepared this document, attach additional sheetsconforming to the appropriate official form for each person.
A bankruptcy petition preparer’s failure to comply with the provisions oftitle 11 and the Federal Rules of Bankruptcy Procedure may result infines or imprisonment or both. 11 U.S.C. §110; 18 U.S.C. §156.
Apache Energy Services, LLC
/s/ Hugh M. Ray, III
Hugh M. Ray, III 24004246
McKool Smith PC
600 Travis Suite 7000Houston, TX 77002-3018
713-485-7300 Fax: 713-485-7344
September 18, 2015
Loretta R. Cross
/s/ Loretta R. Cross
Chief Restructuring Officer
September 18, 2015
Case 15-60069 Document 1 Filed in TXSB on 09/18/15 Page 3 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 40 of 57
In re,
Debtor
Case No.Apache Energy Services, LLC
FORM 1. VOLUNTARY PETITION
Pending Bankruptcy Cases Filed Attachment
Name of Debtor / District Case No. / Relationship Date Filed / Judge
Aqua Handling of Texas, LLCSouthern District of Texas, Victoria Division Affiliate
Hamilton Investment Group, Inc.Southern District of Texas, Victoria Division Affiliate
HII Technologies, Inc.Southern District of Texas, Victoria Division Parent
Sage Power Solutions, Inc.Southern District of Texas, Victoria Division Affiliate
Case 15-60069 Document 1 Filed in TXSB on 09/18/15 Page 4 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 41 of 57
Case 15-60069 Document 1 Filed in TXSB on 09/18/15 Page 5 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 42 of 57
Case 15-60069 Document 1 Filed in TXSB on 09/18/15 Page 6 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 43 of 57
Case 15-60069 Document 1 Filed in TXSB on 09/18/15 Page 7 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 44 of 57
Case 15-60069 Document 1 Filed in TXSB on 09/18/15 Page 8 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 45 of 57
EXHIBIT B
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 46 of 57
}bk1{Form 1. Voluntary Petition}bk{
B1 (Official Form 1)(04/13)
United States Bankruptcy Court Voluntary Petition
Name of Debtor (if individual, enter Last, First, Middle):
All Other Names used by the Debtor in the last 8 years(include married, maiden, and trade names):
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN(if more than one, state all)
Street Address of Debtor (No. and Street, City, and State):
County of Residence or of the Principal Place of Business:
Mailing Address of Debtor (if different from street address):
Location of Principal Assets of Business Debtor(if different from street address above):
Name of Joint Debtor (Spouse) (Last, First, Middle):
All Other Names used by the Joint Debtor in the last 8 years(include married, maiden, and trade names):
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN(if more than one, state all)
Street Address of Joint Debtor (No. and Street, City, and State):
County of Residence or of the Principal Place of Business:
Mailing Address of Joint Debtor (if different from street address):
ZIP Code ZIP Code
ZIP Code ZIP Code
Type of Debtor
(Form of Organization) (Check one box)
Individual (includes Joint Debtors) See Exhibit D on page 2 of this form.
Corporation (includes LLC and LLP) Partnership Other (If debtor is not one of the above entities,
check this box and state type of entity below.)
Chapter 15 Debtors Country of debtor's center of main interests:
Each country in which a foreign proceeding by, regarding, or against debtor is pending:
Filing Fee (Check one box)
Full Filing Fee attached
Filing Fee to be paid in installments (applicable to individuals only). Mustattach signed application for the court's consideration certifying that thedebtor is unable to pay fee except in installments. Rule 1006(b). See OfficialForm 3A.
Filing Fee waiver requested (applicable to chapter 7 individuals only). Mustattach signed application for the court's consideration. See Official Form 3B.
Nature of Business(Check one box)
Health Care Business Single Asset Real Estate as defined
in 11 U.S.C. § 101 (51B) Railroad Stockbroker Commodity Broker Clearing Bank Other
Tax-Exempt Entity(Check box, if applicable)
Debtor is a tax-exempt organizationunder Title 26 of the United StatesCode (the Internal Revenue Code).
Chapter of Bankruptcy Code Under Whichthe Petition is Filed (Check one box)
Chapter 7 Chapter 9 Chapter 11 Chapter 12 Chapter 13
Chapter 15 Petition for Recognitionof a Foreign Main Proceeding
Chapter 15 Petition for Recognitionof a Foreign Nonmain Proceeding
Nature of Debts(Check one box)
Debts are primarily consumer debts, Debts are primarilydefined in 11 U.S.C. § 101(8) as business debts."incurred by an individual primarily fora personal, family, or household purpose."
Chapter 11 DebtorsCheck one box:Debtor is a small business debtor as defined in 11 U.S.C. § 101(51D).Debtor is not a small business debtor as defined in 11 U.S.C. § 101(51D).
Check if:Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates)are less than $2,490,925 (amount subject to adjustment on 4/01/16 and every three years thereafter).
Check all applicable boxes:A plan is being filed with this petition.
Acceptances of the plan were solicited prepetition from one or more classes of creditors,in accordance with 11 U.S.C. § 1126(b).
THIS SPACE IS FOR COURT USE ONLYStatistical/Administrative InformationDebtor estimates that funds will be available for distribution to unsecured creditors.
Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors.
Estimated Number of Creditors
1- 50- 100- 200- 1,000- 5,001- 10,001- 25,001- 50,001- OVER49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000
Estimated Assets
$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion
million million million million million
Estimated Liabilities
$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion
million million million million million
Southern District of Texas
Sage Power Solutions, Inc.
FKA KMHVC, Inc.; DBA South Texas Power; DBA STP
20-2091210
1551 Damron StreetBeeville, TX
Bee
8588 Katy Freeway, Suite 430Houston, TX
78102
77024
Case 15-60073 Document 1 Filed in TXSB on 09/18/15 Page 1 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 47 of 57
B1 (Official Form 1)(04/13) Page 2
Voluntary Petition
(This page must be completed and filed in every case)
Name of Debtor(s):
All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet)
Location Case Number: Date Filed:Where Filed:
Location Case Number: Date Filed:Where Filed:
Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet)
Name of Debtor: Case Number: Date Filed:
District: Relationship: Judge:
Exhibit A
(To be completed if debtor is required to file periodic reports (e.g.,forms 10K and 10Q) with the Securities and Exchange Commissionpursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934and is requesting relief under chapter 11.)
Exhibit A is attached and made a part of this petition.
Exhibit CDoes the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?
Yes, and Exhibit C is attached and made a part of this petition.
No.
Exhibit D(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)
Exhibit D completed and signed by the debtor is attached and made a part of this petition.
If this is a joint petition:
Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.
Information Regarding the Debtor - Venue
(Check any applicable box)
Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.
There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.
Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States inthis District, or has no principal place of business or assets in the United States but is a defendant in an action orproceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the reliefsought in this District.
Certification by a Debtor Who Resides as a Tenant of Residential Property(Check all applicable boxes)
Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)
(Name of landlord that obtained judgment)
(Address of landlord)
Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to curethe entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and
Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day periodafter the filing of the petition.
Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. § 362(l)).
Exhibit B(To be completed if debtor is an individual whose debts are primarily consumer debts.)
I, the attorney for the petitioner named in the foregoing petition, declare that Ihave informed the petitioner that [he or she] may proceed under chapter 7, 11,12, or 13 of title 11, United States Code, and have explained the relief availableunder each such chapter. I further certify that I delivered to the debtor the noticerequired by 11 U.S.C. §342(b).
XSignature of Attorney for Debtor(s) (Date)
Sage Power Solutions, Inc.
- None -
See Attachment
Case 15-60073 Document 1 Filed in TXSB on 09/18/15 Page 2 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 48 of 57
EXHIBIT B
Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 49 of 57
}bk1{Form 1. Voluntary Petition}bk{
B1 (Official Form 1)(04/13)
United States Bankruptcy Court Voluntary Petition
Name of Debtor (if individual, enter Last, First, Middle):
All Other Names used by the Debtor in the last 8 years(include married, maiden, and trade names):
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN(if more than one, state all)
Street Address of Debtor (No. and Street, City, and State):
County of Residence or of the Principal Place of Business:
Mailing Address of Debtor (if different from street address):
Location of Principal Assets of Business Debtor(if different from street address above):
Name of Joint Debtor (Spouse) (Last, First, Middle):
All Other Names used by the Joint Debtor in the last 8 years(include married, maiden, and trade names):
Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN(if more than one, state all)
Street Address of Joint Debtor (No. and Street, City, and State):
County of Residence or of the Principal Place of Business:
Mailing Address of Joint Debtor (if different from street address):
ZIP Code ZIP Code
ZIP Code ZIP Code
Type of Debtor
(Form of Organization) (Check one box)
Individual (includes Joint Debtors) See Exhibit D on page 2 of this form.
Corporation (includes LLC and LLP) Partnership Other (If debtor is not one of the above entities,
check this box and state type of entity below.)
Chapter 15 Debtors Country of debtor's center of main interests:
Each country in which a foreign proceeding by, regarding, or against debtor is pending:
Filing Fee (Check one box)
Full Filing Fee attached
Filing Fee to be paid in installments (applicable to individuals only). Mustattach signed application for the court's consideration certifying that thedebtor is unable to pay fee except in installments. Rule 1006(b). See OfficialForm 3A.
Filing Fee waiver requested (applicable to chapter 7 individuals only). Mustattach signed application for the court's consideration. See Official Form 3B.
Nature of Business(Check one box)
Health Care Business Single Asset Real Estate as defined
in 11 U.S.C. § 101 (51B) Railroad Stockbroker Commodity Broker Clearing Bank Other
Tax-Exempt Entity(Check box, if applicable)
Debtor is a tax-exempt organizationunder Title 26 of the United StatesCode (the Internal Revenue Code).
Chapter of Bankruptcy Code Under Whichthe Petition is Filed (Check one box)
Chapter 7 Chapter 9 Chapter 11 Chapter 12 Chapter 13
Chapter 15 Petition for Recognitionof a Foreign Main Proceeding
Chapter 15 Petition for Recognitionof a Foreign Nonmain Proceeding
Nature of Debts(Check one box)
Debts are primarily consumer debts, Debts are primarilydefined in 11 U.S.C. § 101(8) as business debts."incurred by an individual primarily fora personal, family, or household purpose."
Chapter 11 DebtorsCheck one box:Debtor is a small business debtor as defined in 11 U.S.C. § 101(51D).Debtor is not a small business debtor as defined in 11 U.S.C. § 101(51D).
Check if:Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates)are less than $2,490,925 (amount subject to adjustment on 4/01/16 and every three years thereafter).
Check all applicable boxes:A plan is being filed with this petition.
Acceptances of the plan were solicited prepetition from one or more classes of creditors,in accordance with 11 U.S.C. § 1126(b).
THIS SPACE IS FOR COURT USE ONLYStatistical/Administrative InformationDebtor estimates that funds will be available for distribution to unsecured creditors.
Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors.
Estimated Number of Creditors
1- 50- 100- 200- 1,000- 5,001- 10,001- 25,001- 50,001- OVER49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000
Estimated Assets
$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion
million million million million million
Estimated Liabilities
$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion
million million million million million
Southern District of Texas
Sage Power Solutions, Inc.
FKA KMHVC, Inc.; DBA South Texas Power; DBA STP
20-2091210
1551 Damron StreetBeeville, TX
Bee
8588 Katy Freeway, Suite 430Houston, TX
78102
77024
Case 15-60073 Document 1 Filed in TXSB on 09/18/15 Page 1 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 50 of 57
B1 (Official Form 1)(04/13) Page 2
Voluntary Petition
(This page must be completed and filed in every case)
Name of Debtor(s):
All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet)
Location Case Number: Date Filed:Where Filed:
Location Case Number: Date Filed:Where Filed:
Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet)
Name of Debtor: Case Number: Date Filed:
District: Relationship: Judge:
Exhibit A
(To be completed if debtor is required to file periodic reports (e.g.,forms 10K and 10Q) with the Securities and Exchange Commissionpursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934and is requesting relief under chapter 11.)
Exhibit A is attached and made a part of this petition.
Exhibit CDoes the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?
Yes, and Exhibit C is attached and made a part of this petition.
No.
Exhibit D(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)
Exhibit D completed and signed by the debtor is attached and made a part of this petition.
If this is a joint petition:
Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.
Information Regarding the Debtor - Venue
(Check any applicable box)
Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.
There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.
Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States inthis District, or has no principal place of business or assets in the United States but is a defendant in an action orproceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the reliefsought in this District.
Certification by a Debtor Who Resides as a Tenant of Residential Property(Check all applicable boxes)
Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)
(Name of landlord that obtained judgment)
(Address of landlord)
Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to curethe entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and
Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day periodafter the filing of the petition.
Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. § 362(l)).
Exhibit B(To be completed if debtor is an individual whose debts are primarily consumer debts.)
I, the attorney for the petitioner named in the foregoing petition, declare that Ihave informed the petitioner that [he or she] may proceed under chapter 7, 11,12, or 13 of title 11, United States Code, and have explained the relief availableunder each such chapter. I further certify that I delivered to the debtor the noticerequired by 11 U.S.C. §342(b).
XSignature of Attorney for Debtor(s) (Date)
Sage Power Solutions, Inc.
- None -
See Attachment
Case 15-60073 Document 1 Filed in TXSB on 09/18/15 Page 2 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 51 of 57
B1 (Official Form 1)(04/13) Page 3
Voluntary Petition
(This page must be completed and filed in every case)
Name of Debtor(s):
SignaturesSignature(s) of Debtor(s) (Individual/Joint)
I declare under penalty of perjury that the information provided in thispetition is true and correct.[If petitioner is an individual whose debts are primarily consumer debts andhas chosen to file under chapter 7] I am aware that I may proceed underchapter 7, 11, 12, or 13 of title 11, United States Code, understand the reliefavailable under each such chapter, and choose to proceed under chapter 7.[If no attorney represents me and no bankruptcy petition preparer signs thepetition] I have obtained and read the notice required by 11 U.S.C. §342(b).
I request relief in accordance with the chapter of title 11, United States Code,specified in this petition.
XSignature of Debtor
XSignature of Joint Debtor
Telephone Number (If not represented by attorney)
Date
Signature of Attorney*
XSignature of Attorney for Debtor(s)
Printed Name of Attorney for Debtor(s)
Firm Name
Address
Telephone Number
Date*In a case in which § 707(b)(4)(D) applies, this signature also constitutes acertification that the attorney has no knowledge after an inquiry that theinformation in the schedules is incorrect.
Signature of Debtor (Corporation/Partnership)
I declare under penalty of perjury that the information provided in thispetition is true and correct, and that I have been authorized to file this petitionon behalf of the debtor.
The debtor requests relief in accordance with the chapter of title 11, UnitedStates Code, specified in this petition.
XSignature of Authorized Individual
Printed Name of Authorized Individual
Title of Authorized Individual
Date
Signature of a Foreign Representative I declare under penalty of perjury that the information provided in this petitionis true and correct, that I am the foreign representative of a debtor in a foreignproceeding, and that I am authorized to file this petition.
(Check only one box.)
I request relief in accordance with chapter 15 of title 11. United States Code.Certified copies of the documents required by 11 U.S.C. §1515 are attached.
Pursuant to 11 U.S.C. §1511, I request relief in accordance with the chapterof title 11 specified in this petition. A certified copy of the order grantingrecognition of the foreign main proceeding is attached.
XSignature of Foreign Representative
Printed Name of Foreign Representative
Date
Signature of Non-Attorney Bankruptcy Petition Preparer
I declare under penalty of perjury that: (1) I am a bankruptcy petitionpreparer as defined in 11 U.S.C. § 110; (2) I prepared this document forcompensation and have provided the debtor with a copy of this documentand the notices and information required under 11 U.S.C. §§ 110(b),110(h), and 342(b); and, (3) if rules or guidelines have been promulgatedpursuant to 11 U.S.C. § 110(h) setting a maximum fee for serviceschargeable by bankruptcy petition preparers, I have given the debtor noticeof the maximum amount before preparing any document for filing for adebtor or accepting any fee from the debtor, as required in that section.Official Form 19 is attached.
Printed Name and title, if any, of Bankruptcy Petition Preparer
Social-Security number (If the bankrutpcy petition preparer is notan individual, state the Social Security number of the officer,principal, responsible person or partner of the bankruptcy petitionpreparer.)(Required by 11 U.S.C. § 110.)
Address
X
Date
Signature of bankruptcy petition preparer or officer, principal, responsibleperson,or partner whose Social Security number is provided above.
Names and Social-Security numbers of all other individuals who prepared orassisted in preparing this document unless the bankruptcy petition preparer isnot an individual:
If more than one person prepared this document, attach additional sheetsconforming to the appropriate official form for each person.
A bankruptcy petition preparer’s failure to comply with the provisions oftitle 11 and the Federal Rules of Bankruptcy Procedure may result infines or imprisonment or both. 11 U.S.C. §110; 18 U.S.C. §156.
Sage Power Solutions, Inc.
/s/ Hugh M. Ray, III
Hugh M. Ray, III 24004246
McKool Smith PC
600 Travis Suite 7000Houston, TX 77002-3018
713-485-7300 Fax: 713-485-7344
September 18, 2015
Loretta R. Cross
/s/ Loretta R. Cross
Chief Restructuring Officer
September 18, 2015
Case 15-60073 Document 1 Filed in TXSB on 09/18/15 Page 3 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 52 of 57
In re,
Debtor
Case No.Sage Power Solutions, Inc.
FORM 1. VOLUNTARY PETITION
Pending Bankruptcy Cases Filed Attachment
Name of Debtor / District Case No. / Relationship Date Filed / Judge
Apache Energy Services, LLCSouthern District of Texas, Victoria Division Affiliate
Aqua Handling of Texas, LLCSouthern District of Texas, Victoria Division Affiliate
Hamilton Investment Group, Inc.Southern District of Texas, Victoria Division Affiliate
HII Technologies, Inc.Southern District of Texas, Victoria Division Parent
Case 15-60073 Document 1 Filed in TXSB on 09/18/15 Page 4 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 53 of 57
Case 15-60073 Document 1 Filed in TXSB on 09/18/15 Page 5 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 54 of 57
Case 15-60073 Document 1 Filed in TXSB on 09/18/15 Page 6 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 55 of 57
Case 15-60073 Document 1 Filed in TXSB on 09/18/15 Page 7 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 56 of 57
Case 15-60073 Document 1 Filed in TXSB on 09/18/15 Page 8 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 57 of 57