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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION
In re:
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STAR Dynamics Corporation
Debtor.
Chapter 11
Case No. 13-59657
Judge Charles M. Caldwell
GENERAL DYNAMICS C4 SYSTEMS INC.’S
OBJECTION TO DEBTOR’S SALE MOTION [DKT. 316]
Creditor General Dynamics C4 Systems, Inc. (“GD”) respectfully submits its Objection
to the Motion of Star Dynamics Corporation, Debtor and Debtor In Possession, for an Order
Authorizing the Sale of Substantially All the Assets of the Debtor (with Exceptions), Free and
Clear of Liens, Claims and Encumbrances to Proposed Buyer Utilizing Secured Creditor’s Credit
Bid, With Provisions to Allow For Competitive Bidding [Dkt. 316] (the “Sale Motion”), and
respectfully states as follows:
INTRODUCTION
1.
STAR filed its chapter 11 case purportedly to allow it to market and eventually
sell substantially all of its assets as a going concern. STAR represented that its bankruptcy case
was necessary to allow it to continue to operate its business as normal while it searched for a
buyer. STAR engaged Sagent Advisors, LLC to assist in obtaining a transaction for a sale of all
or substantially all, of STAR’s assets, but to no avail. Apparently, there are no third parties
willing to purchase STAR or its assets. Thus, on August 11, 2014, STAR ceased its day-to-day
business operations and furloughed its remaining employees [Motion at ¶ 9] and its proposed
going-concern sale fell by the wayside.
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2.
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Mr. Thomas R. Becnel (“Mr. Becnel”), an insider of STAR, holds a purported
secured claim against STAR.
In May, Mr. Becnel’s wholly-owned corporation, Resort
Development of Destin, Inc., (“RDDI”), purchased the only other purported secured claim
against STAR, a claim previously held by Whitney Bank (“Whitney”) that Mr. Becnel
guaranteed. Now the Buyer, Mwagusi, LLC (“Mwagusi”) an entity related to RDDI (and
likewise Mr. Becnel) has stepped forward to purchase substantially all of STAR’s assets for $5
million, in exchange for which Mwagusi will cause RDDI to reduce the amount of its secured
claim by $5 million. The estate, which appears to be administratively insolvent, will receive no
meaningful consideration and the rights of creditors like GD will be detrimentally impacted as
Mr. Becnel seeks to manipulate the 363 sale process by obtaining relief he could never obtain
through a foreclosure sale.
3.
The proposed sale is an abuse of the bankruptcy process. It is a foreclosure
masquerading as a 363 sale. The purported sale will provide no benefit to the estate and its
creditors will be harmed. In particular Mr. Becnel proposes to use a 363 sale to deprive GD of
its offset rights, in contravention of an agreement this Court approved just two months ago. Mr.
Becnel, through Mwagusi, should not be able to manipulate the sale process by favoring himself
over all other creditors and the estate. There will be no benefit to the estate by this sale.
Moreover, given that there is no longer any going concern for STAR, as evidenced by the fact
that there are no willing third-party purchasers, this case should be dismissed altogether or, at the
very least, converted to Chapter 7.
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BACKGROUND
A. GD’s Business Relationship with STAR
4.
GD and STAR are parties to among other agreements, an “Indefinite
Delivery/Indefinite Quantity Firm Fixed Price Contract For the Range Radar Replacement
Program (RRRP)” dated November 28, 2012 (the “Subcontract”). In addition to the Subcontract,
STAR and GD also are parties to an XSTAR Technology License Agreement dated April 1,
2011 (the “License Agreement”) a Three-Party Escrow Service Agreement and other related
agreements.
5.
Under the Subcontract, STAR agreed to complete development of a radar system
and to produce that system in support of the U.S Army PEO STRI prime contract number
W900KK-12-D-0003. Prior to entering into the Subcontract, STAR represented that its radar
system met 80% of the Army’s requirements. In fact, at best STAR has completed only 21% of
the work necessary to deliver the radar system.
6.
From virtually the start of the parties’ relationship, STAR failed to perform under
the Subcontract, advising GD that it was experiencing financial problems.
STAR has not
delivered the technical information and related data as required by the contract, and despite
receiving advance payments on future royalties under the license agreement, has not performed
as promised and has failed to meet the commitments necessary to begin production of the radar
systems. In addition, GD advanced $680,382 prior to the filing of STAR’s bankruptcy case for
the exclusive purpose of purchasing certain hardware related to the Subcontract.
STAR,
however, breached this agreement and used the funds advanced by GD to meet its payroll
obligations. In total, GD is owed at least $32,214,754.00 on account of STAR’s failure to
perform under the parties’ various agreements and GD’s claim may be substantially higher if
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STAR stops development work under the Subcontract.1 GD has filed a Proof of Claim asserting
these amounts and no objection has been filed to that claim.
7.
On May 19, 2014, STAR and GD amended the Subcontract and that amendment
was approved by the Court on June 24, 2014. [Dkt. 287]. The amendment makes clear that
“[STAR] further agrees that any assignment of the [Subcontract] and all related agreements [i.e.
the License Agreement] as part of any sale of all or substantially all of the Seller’s assets shall be
conditioned upon [GD]’s written consent.”2
B. STAR’s Bankruptcy Filing
8.
STAR filed its chapter 11 petition on December 10, 2013 (the “Petition Date”).
9.
On December 24, 2013, STAR filed an application to retain Sagent Advisors LLC
(“Sagent”) as its financial advisors to assist STAR with marketing and selling STAR’s business
as a going concern. [Dkt. 63.] In its application, STAR stated: “STAR believes that the chapter
11 bankruptcy process will prove to be the best forum to maximize the value of its assets through
the Transaction under Section 363 of the Bankruptcy Code, while at the same time continuing its
day-to-day operations on a ‘business as usual’ basis.” [Dkt. 63 at ¶ 10.]
10.
On January 7, 2014, STAR sought this Court’s approval to use the cash collateral
of its two secured lenders at that time, Whitney Bank and insider Mr. Becnel, as well as to enter
into a post-petition financing agreement with Becnel.
[Dkt. 91 (the “Cash Collateral/DIP
Motion”).] STAR sought this Court’s approval to borrow up to $2,525,000 from Becnel (the
1
STAR tacitly acknowledges this debt—it scheduled GD on Schedule F as holding a contingent
and unliquidated claim described as: “Business debt; advancement reimbursement obligation.”
[Dkt. 122 at Schedule F.]
2
Due to proprietary, sensitive and confidential information, the Amendment was not attached to
the Motion but is available to the Court in camera as described in the Motion for Authority to
Amend Executory Contract. [Dkt. 276].
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“Postpetition Financing”) and to secure the Postpetition Financing by granting Becnel liens on
all property of STAR’s bankruptcy estate (other than causes of action accruing under Chapter 5).
11.
In its January 7, 2014, motion for an expedited hearing on the Cash
Collateral/DIP Motion, STAR represented to this Court that the relief it sought was “essential to
maintaining the viability of Debtor’s business and maximizing the value of the Debtor’s business
for an eventual sale.” [Dkt. 93 at ¶ 4.] This Court responded to STAR’s plea for an expedited
hearing, and considered and granted the Cash Collateral/DIP Motion on an interim basis on
January 9, 2014. [Dkt. 105.] The budget that this Court approved represented that a large part of
the DIP financing would be used to meet payroll obligations and related expenses. [Dkt. 93 at
Ex. A]. On January 31, 2014, the Court entered its Final Order Authorizing Limited Use of Cash
Collateral and Granting Adequate Protection; and Authorizing Limited Post-Petition Secured
Financing with Priority as an Allowed Administrative Expense. [Dkt. 171].
12.
Over the past eight months, the Debtor has sought a purchaser of its business or
its assets. [Sale Motion at ¶¶ 8-9]. All potential buyers have either declined to proceed or
removed themselves as a potential buyer altogether. [Sale Motion at ¶ 9].
13.
On August 22, 2014, STAR filed the Sale Motion, which seeks an order of this
Court authorizing STAR’s sale of substantially all of its assets to Mr. Becnel, through Mwagasi
(the “Proposed Sale”).
14.
STAR disclosed in the Sale Motion that TAZ Ventures, LLC (“TAZ”) and STAR
Dynamics Holdings, LLC (“STAR Holdings”) each own 45% of the outstanding shares of the
Debtor, for a total of 90% ownership of STAR. In turn, TAZ and STAR Holdings are “solely
owned by family members of an individual named Thomas R. Becnel.” [Sale Motion at ¶ 2].
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The Buyer is Mwagusi, an entity who the Debtor acknowledges is related to RDDI, and RDDI is
wholly owned by Mr. Becnel. [Sale Motion at ¶ 14].
15.
STAR does not disclose the full relationship between Mr. Becnel and the Buyer,
Mwagusi, although it appears that Mwagusi is at least partially, if not wholly, owned by Mr.
Becnel.
16.
The Proposed Sale includes the sale of “STAR’s rights under the XSTAR
Technology License Agreement between STAR and General Dynamics C4 Systems, Inc., dated
April 1, 2011, subject to the rights of General Dynamics C4 Systems, Inc. thereunder and under
11 U.S.C. 365(n).” [Sale Motion at ¶ 14(e); APA3 at pp. 3, 6].
17.
On August 21, 2014, one day before it filed the Sale Motion, STAR provided its
“advance[d] notice” to GD that it intended to “assign the License Agreement to a party that
intends to acquire all or substantially all of STAR’s assets.”
18.
GD does not consent nor agree to this assignment.
19.
In addition, the Proposed Sale includes the sale of “[r]ights and claims against
third parties, including General Dynamics Corporation or any Affiliate thereof.” [Sale Motion at
¶ 14(h); APA at p. 6]. STAR does not possess any claims against GD, but even if it did, GD’s
damages arising from STAR’s failure to perform as promised would far exceed any possible
claims that STAR might hold against GD.
ARGUMENT
I. The Standards Applicable To The Proposed Sale.
20.
A bankruptcy court can authorize a sale of all of a Chapter 11 debtor’s assets
under § 363 only when a “sound business purpose dictates such action.” Stephens Indus., Inc. v.
3
Asset Purchase Agreement Between STAR Dynamics Corporation (“Seller”) and Mwagusi,
LLC (“Purchaser”) Dated as of August 22, 2014 attached as Exhibit A to the Sale Motion,
hereinafter, the “APA.”
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McClung, 789 F.2d 389, 390 (6th Cir. 1986) The Sixth Circuit follows the Second Circuit test
of Lionel Corporation which states:
In fashioning its findings, a bankruptcy judge must not blindly follow the hue and
cry of the most vocal special interest groups; rather, he should consider all salient
factors pertaining to the proceeding and, accordingly, act to further the diverse
interests of the debtor, creditors and equity holders, alike. He might, for example,
look to such relevant factors as the proportionate value of the asset to the estate as
a whole, the amount of elapsed time since the filing, the likelihood that a plan of
reorganization will be proposed and confirmed in the near future, the effect of the
proposed disposition on future plans of reorganization, the proceeds to be
obtained from the disposition vis-a-vis any appraisals of the property, which of
the alternatives of use, sale or lease the proposal envisions and, most importantly
perhaps, whether the asset is increasing or decreasing in value. This list is not
intended to be exclusive, but merely to provide guidance to the bankruptcy judge.
Stephens Indus., 789 F.2d at 389-90 (adopting In re Lionel Corporation, 722 F.2d 1063 (2d Cir.
1983)). The sound business purpose test has four requirements: (1) sound business reason; (2)
accurate and reasonable notice; (3) adequate price; and (4) good faith. In re Country Manner of
Kenton, Inc., 172 B.R. 217, 220 (Bankr. N.D. Ohio 1994).
21.
In this case, however, the Proposed Sale is subject to even more heightened
scrutiny because the purchaser is an insider. “Because there is incentive and opportunity to take
advantage, dominant shareholders and other insiders’ loans in a bankruptcy situation are subject
to special scrutiny.” Mid-Town Produce Terminal, Inc. v. Barr, 599 F.2d 389, 392 (10th Cir.
1979); see also Rickel & Assoc., Inc. v. Smith (In re Rickel & Assoc., Inc.), 272 B.R. 74, 100
(Bankr. S.D.N.Y. 2002).
II.
The Proposed Sale Lacks Good Faith.
22.
In order to approve a sale of substantially all of the debtor’s assets other than in
the ordinary course of business, the “proponent must show that the sale does not unfairly benefit
insiders or the prospective purchasers, or unfairly favor a creditor or class of creditors.” In re
The Landing, 156 B.R. 246, 249 (Bankr. E.D. Mo. 1993).
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The case of In re Gulf Coast Oil Corp., 404 B.R. 407 (Bankr. S.D. Tex. 2009) is
instructive here. In Gulf Coast, the court denied a sale of substantially all of the debtor’s assets,
where the likely purchaser was a substantially undersecured creditor that had been authorized to
credit bid the amount of its claim. The court explained that “[i]f entities that control the debtor
will benefit, or will potentially benefit, from the sale the court must carefully consider whether it
is also appropriate to defer to their business judgment.” Id. at 424. Accordingly, “[i]f only one
party (or a few parties selected by the ‘loudest creditor’) will benefit from the sale, the movant
should be prepared to explain why the sale should take place in a bankruptcy case and why the
bankruptcy court should provide the benefits for which Congress imposed substantial
requirements.” Id. at 426.
24.
Like the case of Gulf Coast, the Proposed Sale in this case will benefit only the
“loudest creditor,” the insider-purchaser, Mr. Becnel. “Debtors-in-possession, and those persons
in control of them, have a fiduciary duty to the bankruptcy estate and the debtor’s unsecured
creditors. . .a debtor in possession, like a chapter 11 trustee, owes the estate and its creditors a
general duty of loyalty.” Lange v. Schropp (In re Brook Valley IV), 347 B.R. 662 (8th Cir. 2006)
(citing Wolf v. Weinstein, 372 U.S. 633, 672 (1963). Moreover, “[i]t is a basic principal that a
debtor in possession must never give an insider a competitive advantage over others with regard
to matters affecting the administration of its bankruptcy estate. . . ‘[w]here there is a violation of
those principles, equity will undo the wrong or intervene to prevent its consummation.’” In re
Simon Transport. Servs., Inc., 292 B.R. 207, 218 (Bankr. D. Utah 2003) (quoting Pepper v.
Litton, 308 U.S. 295, 311 (1939). “[A] sale with only one realistic possibility for a buyer, and at
that an insider, raises a red flag.” Cardiello v. United States (In re Garbinski), 465 B.R. 423, 425
(Bankr. W.D. Pa. 2012).
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STAR has not demonstrated why this Proposed Sale should take place in a
bankruptcy case. The Proposed Sale is not in good faith; not only does the Proposed Sale
unfairly benefit, it only benefits STAR’s insider, Mr. Becnel to the detriment of creditors like GD
and the estate as a whole.
III.
The Proposed Sale Will Not Benefit The Estate And Lacks Sound Business
Purpose.
26.
“As a general rule, the bankruptcy court should not order property sold ‘free and
clear of’ liens unless the court is satisfied that the sale proceeds will fully compensate secured
lienholders and produce some equity for the benefit of the bankrupt’s estate.” In re Riverside
Investment P’ship., 674 F.2d 634, 640 (7th Cir. 1982) (citing Freeman Furniture Factories,
Inc. v. Bowlds, 136 F.2d 136, 140 (6th Cir. 1943) (“The bankruptcy court may seel [sic]
encumbered property free of liens where there is a reasonable probability that the property will
bring enough in excess of the secured claims to enable the general creditors to receive some
payment.”).
27.
In re Plabell Rubber Prods. Inc., 149 B.R. 475 (Bankr. N. Ohio. 1992) is directly
on point. In Plabell, the court denied a motion to sell the all of the debtor’s assets where (1)
there existed no proportionate value of the asset to the estate; (2) the debtor’s case had been
pending for almost one year; (3) the debtor did not anticipate the filing of a disclosure statement
or plan of reorganization; (4) no appraisal of the assets had been conducted; and (5) all proceeds
would go to secured creditors. Id. at 479. So too here. In addition, the Plabell court held that
“sales pursuant to § 363 must be weighed against the chapter 11 process, requiring disclosure:”
A sale of substantially all of [d]ebtor’s property outside the ordinary course of
business, and without a chapter 11 disclosure statement and plan, must be closely
scrutinized.
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Id. at 480. As in Plabell, here there is a lack of disclosure regarding Mr. Becnel’s status vis-à-vis
the Buyer, Mwagusi and lack of an adequate price. Id. Indeed, STAR has provided no appraisal
or evidence that $5 million is an adequate price whatsoever. “[I]n assets sales where, as here,
‘there is only one bidder. . . the price offered is less likely to be reliable and should be examined
more carefully.” In re Nicole Energy Servs., 385 B.R. 201, 234 (Bankr. S.D. Ohio 2008)
(citation omitted).
28.
The only purported benefits STAR has articulated are that (1) an entity wholly
owned by Mr. Becnel will reduce its claim: (2) cash and accounts receivable will be excluded to
pay administrative expenses; and (3) “while neither a requirement nor a condition to the sale”
Mwagusi states that it may to employ some of STAR’s employees, however, given the assets
Mwagusi is purchasing and the woeful status of STAR’s business at this time, that promise is
likely illusory. [Sale Motion at ¶ 13]. Thus, the outcome of approval of the sale will effectively
be that (i) Mr. Becnel will maintain control of the assets for a price not supported by any
evidence; (ii) professionals will have greater comfort that they will be paid; and (iii) the
unsecured creditors will be left unpaid. Further, the proposed sale ignores GD’s rights under an
agreement this Court approved just two months ago. The fact that unsecured creditors will not
receive any recovery if the Sale Motion is approved, is fatal to the Proposed Sale.
29.
Indeed, it is not even clear from the Sale Motion whether administrative expenses
will be paid in full pursuant to the Proposed Sale. “[I]f the proposed transaction will not even
pay all of the expenses of the bankruptcy proceeding, it would be especially difficult to
understand why the purchaser should get the extraordinary bankruptcy powers and remedies for
which it did not pay.” In re Gulf Coast Oil Corp., 404 B.R. at 427.
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Like Plabill, the court in In re Fremont Battery Co., 73 B.R. 277 (Bankr. N.D.
Ohio 1987) denied a motion to sell substantially all of its property where the “proposed sale
would not, as a whole benefit the [d]ebtor or creditors,” “would terminate the Debtor’s
existence” and “the proceeds of the proposed sale would at most, benefit one creditor only.” Id.
at 279. In addition, because the “sale would not create proceeds that would inure to the benefit
of the unsecured creditors,” the court concluded that “no business reason” justified the sale. Id.
Of particular importance here, the Fremont court emphasized that to authorize a sale that
terminated a debtor’s ongoing business “would be an abuse of the chapter 11 protection to be
afforded a business” because “the [d]ebtor would be without assets from which a reorganization
plan could be proposed and would no longer be conducting business.” Id. “Chapter 11 requires
an ‘ongoing business’ as an entity without assets or an ongoing business does not merit chapter
11 protection.” Id. (citing Matter of Winshall Settlor’s Estate, 758 F.2d 1136, 1137 (6th Cir.
1985).
31.
So too here. STAR identifies no net distribution to holders of unsecured claims,
promising only that the proceeds may be applied to administrative claims and a worthless
expression of an intent (with no obligation) to keep some of the business and employees going.
STAR’s Proposed Sale benefits only Mr. Becnel, harms the unsecured creditors, and circumvents
the procedural protections afforded to creditors by the Bankruptcy Code. Further, the exclusion
of all customer contracts from the sale demonstrates that this proposed sale is not really a going
concern sale and that the buyer is unlikely to hire any employees.
32.
STAR attempts to force the sale by offering the opportunity for competing bids.
But the potential lack of competing bids does not justify approval of the sale, where STAR has
other options to this inherently unfair Proposed Sale, including, “for example, [if converted to
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chapter 7,] § 726 and § 724 permit distribution of the property itself or its proceeds; § 725 allows
disposition of certain property, ... the automatic stay could be lifted and foreclosure proceedings
brought, [ ]; or the property could be sold subject to the liens.” Morgan v. K.C. Machine & Tool
Co. (In re K.C. Machine & Tool Co.), 816 F.2d 238, 242 (6th Cir. 1987). Thus, a 363 Sale of
STAR to and solely for the benefit of Mr. Becnel is not the only option. Indeed, GD requests
another option, that this Court dismiss this case in its entirety. In the alternative, GD requests
that this case be converted to Chapter 7 for administration by a trustee to protect the rights of the
many creditors and other parties in interest that are not STAR insiders.
IV.
The Proposed Sale Violates The Court’s Order Approving The Contract
Amendment And Is Not Permissible Under Sections 363 And 365.
33.
The Proposed Sale violates the Court’s Order approving the contract amendment
with GD. Mr. Becnel (through Mwagusi) proposes to buy “STAR’s rights under the XSTAR
Technology License Agreement between STAR and General Dynamics C4 Systems, Inc., dated
April 1, 2011, subject to the rights of General Dynamics C4 Systems, Inc. thereunder and under
11 U.S.C. § 365(n).” [Sale Motion at ¶ 14(e); APA at pp. 3, 6]. The Subcontract, however, as
amended (an amendment that was approved by this Court on June 24, 2014, [Dkt. 287]), makes
clear that “[STAR] further agrees that any assignment of the [Subcontract] and all related
agreements [i.e., the License Agreement] as part of any sale of all or substantially all of the
Seller’s assets shall be conditioned upon [General Dynamics]’s written consent.”4 On August
21, 2014, one day before it filed the Sale Motion, STAR provided its “advance notice” to GD
that it intended to “assign the License Agreement to a party that intends to acquire all or
substantially all of STAR’s assets.” GD does not consent nor agree to this assignment, for
4
Due to proprietary, sensitive and confidential information, the Amendment was not attached to
the Motion but is available to the Court in camera as described in the Motion for Authority to
Amend Executory Contract. [Dkt. 276].
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among other reasons, there is no evidence that the buyer can meet STAR’s obligations under the
License, including pursuing other radar opportunities and indemnifying GD from third-party
claims. Accordingly, pursuant to the Court’s June 24, 2014 Order, STAR cannot sell its interests
in the License Agreement.
34.
But even if STAR could circumvent a post-petition agreement that this Court
approved just two months ago, STAR cannot satisfy the requirements of the Bankruptcy Code
necessary to assign the XSTAR Technology License.
The assumption and assignment of
executory contracts in bankruptcy is governed by Section 365(f) of the Code, which specifically
provides that a debtor may assign an executory contract only if “adequate assurance of future
performance by the assignee of such contract or lease is provided.” 11 U.S.C. § 365(f)(2)(B). In
addition, pursuant to section 363(e), STAR must provide “adequate protection” of GD’s interest
in the Subcontract and related agreements, including the License Agreement. The Proposed Sale
provides neither adequate assurance nor adequate protection to GD.
35.
In addition to a lack of adequate assurance and adequate protection, the Proposed
Sale appears to be designed to strip GD of its secured claims for STAR’s breach of the
Subcontract and related agreements. The Proposed Sale includes the sale of “[r]ights and claims
against third parties, including General Dynamics Corporation or any Affiliate thereof.” [Sale
Motion at ¶ 14(h); APA at p. 6]. This provision appears to be an attempt to effectively nullify
any right of GD to setoff the substantial damages it has suffered as a result of STAR’s failure to
perform, solely for the benefit of an insider, Mr. Becnel. See e.g., Folger Adam Security, Inc. v.
Dematteis/MacGregor, JV, 209 F.3d 252 (3d Cir. 2000) (holding that while affirmative defenses
do not constitute an “interest” for purposes of section 363(f) and, therefore, were not
extinguished by the Bankruptcy sale; a setoff right may, however, only be asserted to the extent
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Thus, the
Proposed Sale appears to be designed to allow Mr. Becnel (through Mwagusi) to purchase
STAR’s potential rights against GD, but would stick STAR’s estate with GD’s claims against
STAR, to the detriment of creditors and the estate and solely to the benefit of Mr. Becnel.
36.
This scheme violates Section 506 and 363(f). Section 506 makes clear that “[a]n
allowed claim of a creditor. . .that is subject to setoff under section 553 of this title, is a secured
claim . . .to the extent of the amount subject to setoff.” 11 U.S.C. § 506. GD has filed a claim
and no objection has been filed to that claim; thus it holds an allowed claim. Accordingly, GD’s
right to set off its claims against STAR cannot be limited by the Proposed Sale unless the sale
provides GD with adequate protection, and otherwise meets the requirements of Section
363(f)(1) with respect to GD’s secured claim.
V.
The Proposed Sale Seeks To Purchase Assets In Which Whitney Did Not
Have A Lien.
37.
Lastly, it is far from certain that Mr. Becnel’s purchase of Whitney’s secured
claim, or Mr. Becnel’s own secured claim, provided him a right to credit bid for property
including GD’s Subcontract and related agreements, including the License Agreement, or the
claims STAR may have against GD.
38.
Whitney’s loan agreement provided that it had a first lien and security interest in
STAR’s “equipment, inventory, accounts, and general intangibles, and subject to no other lien or
encumbrance.” [Dkt. 92 at 16.1, p. 4]. The loan agreement provided that it would be governed
by and construed in accordance with the laws of Louisiana. [Id. at p. 5]. Whitney’s security
agreement provided that Whitney had a security interest “all accounts, all inventory, and all
chattel paper, all equipment, and all general intangibles,” and also provided that the meanings of
these terms would have the meanings provided in the Louisiana Commercial Laws. [Id. at 16.3,
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p. 1]. The financing statement was filed in Ohio, and described the collateral as “All of Debtor’s
now existing and hereafter acquired accounts, chattel paper, equipment, general intangibles,
inventory, and all proceeds and products from any of the foregoing.” [Id. at 16.5].
39.
STAR also granted a security interest to Mr. Becnel, whose financing statement
described Mr. Becnel’s collateral as “[a]ll personal, tangible and intangible property now
existing and hereinafter acquired, held or owned by Debtor wherever located (the “Collateral”),
and all proceeds, products, rends and profits of or from any and all of the foregoing Collateral,
and to the extent not otherwise included, all payments under insurance, or any indemnity,
warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to the
foregoing Collateral.” [Id. at 18.2].
40.
STAR did not have an unencumbered right to grant an interest related to the
Subcontract and License Agreement with GD. STAR specifically represented in its License
Agreement with GD that:
STAR warrants that (i) all portions of the Licensed Technology owned by third
party licensors of STAR, if any, are provided to GDC4S hereunder pursuant to
appropriate authority of those third parties, and (ii) STAR owns all rights in and
to all other portions of the Licensed Technology, free of any liens, claims,
encumbrances, or other restrictions that would impair Licensee’s rights under
this Agreement.
License Agreement at § 4.2. Thus, STAR had no right to convey an interest in its License
Agreement to any third party. And pursuant to the Uniform Commercial Code (“U.C.C.”), a
security interest is enforceable only if the “debtor has rights in the collateral or the power to
transfer rights in the collateral to a secured party.” U.C.C. § 9-203(b)(2).
41.
Moreover, the License Agreement is not sufficiently identified as collateral in any
of Whitney’s or Mr. Becnel’s loan and security interest documentation. Louisiana adopted the
U.C.C. and the Louisiana Commercial Laws serve as a supplement to the U.C.C. LSA-R.S.
15
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10:1-103. Pursuant to Louisiana Commercial Laws, a description of collateral must “reasonably
identif[y] what is described” and a “[s]upergeneric description” is not sufficient. LSA-R.S. 10:9108(a), (c). In particular, description by type is insufficient description of tort claims. Id. at
10.9(e).
Pursuant to the U.C.C., a description defined by ‘type’ of collateral alone of a
“commercial tort claim” is not sufficient.
U.C.C. Art. 9-108(e).
In combination, these
provisions require that for a security interest to apply to a tort claim, the tort claim “must be in
existence when the security agreement is authenticated” and “the security agreement must
describe the tort claim with greater specificity than simply ‘all tort claims.’” See Official
Comment 4 to revised U.C.C. Article 9-204.
42.
STAR has not specified what purported claims it has against GD, let alone
demonstrate that its purported claims against GD were in existence at the time of Whitney and/or
Mr. Becnel’s purported perfection and, whether even if in existence, the descriptions were
adequate.
43.
Thus, whether governed by Louisiana Commercial Laws or the U.C.C., Mr.
Becnel has not established his ability to “credit bid” for STAR’s interest in GD’s Subcontractor
or License Agreement, or purported claims against GD.
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WHEREFORE, for the reasons set forth herein, STAR’s Proposed Sale should be denied
and the case should be dismissed, or in the alternative, converted to Chapter 7.
Dated: September 12, 2014
Respectfully submitted,
/s/ Andrew S. Nicoll
Andrew S. Nicoll (0087156)
Porter Wright Morris & Arthur LLP
41 S. High St. Suites 2800-3200
Columbus, OH 43215
Telephone: (614) 227-2107
Fax: (614) 227-2100
anicoll@porterwright.com
-andCatherine Steege (pro hac vice pending)
Melissa M. Hinds ((pro hac vice pending)
Landon S. Raiford (pro hac vice pending)
JENNER & BLOCK LLP
353 N. Clark Street
Chicago, Illinois 60654-3456
PH: (312) 923-2952
FAX: (312) 840-7352
Attorneys for
GENERAL DYNAMICS C4 SYSTEMS INC.
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CERTIFICATE OF SERVICE
I hereby certify that on September 12, 2014, copies of the foregoing General Dynamics
C4 Systems, Inc.’s Objection to Debtor’s Sale Motion [Dkt. 316] was served on the following
ECF participants, electronically through the Court’s ECF system at the email address registered
with the court:

























Julie E. Adkins jadkins@wcsr.com
Thomas R Allen allen@aksnlaw.com, doan@aksnlaw.com
Asst US Trustee (Col) ustpregion09.cb.ecf@usdoj.gov
Lawrence Hackett larry.hackett@usdoj.gov
Robert G Hanseman rhanseman@ssdlaw.com, kroeckner@ssdlaw.com
Joseph Patrick Hebert jphebert@liskow.com, cguidry@liskow.com
Melissa M. Hinds mhinds@jenner.com
Michael J Kaczka mkaczka@mcdonaldhopkins.com,
bkfilings@mcdonaldhopkins.com
Scott A King scott.king@thompsonhine.com,
diane.macleod@thompsonhine.com;mary.romanak@thompsonhine.com
David R. Kuney dkuney@sidley.com
Jeffrey Kurtzman jkurtzma@klehr.com
Frederick M Luper fluper@LNLattorneys.com
Jennifer L Maffett-Nickelman THDaytonECF@thompsonhine.com, jennifer.maffettnickelman@thompsonhine.com
Andrew Scott Nicoll anicoll@porterwright.com
Christopher J Niekamp cjn@b-wlaw.com
Joseph C Pickens jpickens@taftlaw.com, khines@taftlaw.com;knaeder@taftlaw.com
Landon S Raiford lraiford@jenner.com
Kristin E Richner kristin.richner@squirepb.com
Donn D Rosenblum donn.rosenblum@ohioattorneygeneral.gov
Brian D Shonk bdshonk@daggerlaw.com, dmh@daggerlaw.com
Catherine L. Steege csteege@jenner.com
Richard K Stovall stovall@aksnlaw.com,
ashton@aksnlaw.com;pfefferle@aksnlaw.com;charfas@aksnlaw.com
Thomas W. Waldrep bankruptcy@wcsr.com
David M Whittaker dwhittaker@bricker.com
Mary Anne Wilsbacher MaryAnne.Wilsbacher@usdoj.gov
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And on the following by First Class, United States Mail addressed to:
Electro Rent Corporation
c/o Jeffrey Kurtzman, Esquire
Klehr Harrison Harvey Branzburg LLP
1835 Market Street, Suite 1400
Philadelphia, PA 19103-2945
Government of Israel Ministry of
Defense
Mission to the USA
800 Second Avenue
New York, NY 10017-4709
STAR Dynamics Corporation
4455 Reynolds Drive
Hilliard, OH 43026-1261
Southeastern Machining and Field
Services, I
500 Lincoln Avenue
Lancaster, OH 43130-4243
TW Telecom Inc
10475 Park Meadows Dr #400
Littleton, CO 80124-5433
Western Equipment Finance, Inc.
Bernlohr, Niekamp & Weisensell, LLP
23 South Main Street, Suite 301
Akron, OH 44308-1822
30ACPA
PO Box 4675
Santa Rosa Beach, FL 32459-4675
AFCO
PO Box 360572
Pittsburgh, PA 15250-6572
AT&T
208 S. Akard Street, Suite 2720
Dallas, TX 75202-4206
AVI Foodsystems Inc.
2590 Elm Road NE
Warren, OH 44483-2997
Access I/O Products, Inc.
10623 Roselle Street
San Diego, CA 92121-1506
Acopian Technical
PO Box 638
Easton, PA 18044-0638
Acromag, Inc.
8357 Reliable Parkway
Chicago, IL 60686-0083
Actions Et Services
47 Chemin De Loree De Ssy
91450 Soisy Sur Sein
FRANCE
Adnaco Technology Inc.
5050 Kingsway, 2nd Floor
Burnaby BC
CANADA V5H 4H2
Advanced Solutions
1901 Eastpoint Pkwy., Suite 301
Louisville, KY 40223-4145
Advanced Technical Materials
49 Rider Ave.
Patchogue, NY 11772-3915
AeroFlex Plainview, Inc.
25987 Network Place
Chicago, IL 60673-1259
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Aeroflex Weinschel Inc.
25435 Network Place
Chicago, IL 60673-1254
Aeroflex/KDI ACC
25418 Network Place
Chicago, IL 60673-1254
Aerotek, Inc.
3689 Collection Ctr. Dr.
Chicago, IL 60693-0036
Aetna
PO Box 804735
Chicago, IL 60680-4158
Allied Electronics, Inc.
7151 Jack Newell Blvd. S
Fort Worth, TX 76118-7037
Alro Steel Corp.
Dept. 771478
PO Box 77000
Detroit, MI 48277-1478
American Electric Power
Legal Dept.
1 Riverside Plaza
Columbus, OH 43215-2355
Andrew Tucciarone
4455 Reynolds Dr.
Hilliard, OH 43026-1261
Anixter Inc.
PO Box 847428
Dallas, TX 75284-7428
Antenna Research
12201 Indian Creek Ct.
Beltsville, MD 20705-4224
Arrow Electronics
13469 Collections Ctr Dr
Chicago, IL 60693-0134
Arrow Electronics Inc
7459 S Lima St
Englewood CO 80112-3879
Assemblies Inc.
PO Box 7978
Warner Robins, GA 31095-7978
Asst US Trustee (Col)
Office of the US Trustee
170 North High Street, Suite 200
Columbus, OH 43215-2417
Astrex/Timco
3910 Royal Ave., Suite A
Simi Valley, CA 93063-3270
Astrozap
PO Box 502
Lakewood, OH 44107-0502
Avid Technologies
2112 Case Parkway South, Suite 1
Twinsburg, OH 44087-2378
Avnet Electronics Marketing
Box 70390
Chicago, IL 60673-0390
BAE Systems Tech. Solutions & Svcs.
Inc.
Redland Corporate Center, building 3
520 Gaither Road
Rockville, MD 20850-6199
BEMA Electronics
4545 Cushing Parkway
Fremont, CA 94538-6466
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Beco Management
5410 Edson Lane, Suite 200
Rockville, MD 20852-3195
Brandywine Capital Associates
113 East Evans Street
West Chester, PA 19380-2664
Bridgeway Search Group
AN MRI Network Affiliate
3 Summit Park Dr., Suite 725
Independence, OH 44131-6902
Buckeye Power Sales Co., Inc.
6850 Commerce Court Dr.
Blacklick, OH 43004-9297
C T Corporation
PO Box 4349
Carol Stream, IL 60197-4349
C. W. Swift
15216 Burbank Blvd.
Van Nuys, CA 91411-3578
CDW Direct, LLC
PO Box 75723
Chicago, IL 60675-5723
CDW LLC
200 N Milwaukee Ave
Vernon Hills IL 60061-1577
CRG Industries
2750 Indian Ripple Rd.
Dayton, OH 45440-3638
Carrio Cablin
2455 Executive Circle
Colorado Springs, CO 80906-4182
Celerity Networks
4140 Tuller Rd., Suite 108
Dublin, OH 43017-5013
Cerdant, Inc.
PO Box 3204
Dublin, OH 43016-0095
Certified Packing & Crating
5312 Pan American Fwy. NE
Albuquerque, NM 87109-2306
Ciao Wireless, Inc.
4000 Via Pescador
Camarillo, CA 93012-5044
City of Columbus
Dept of Public Utilities
910 Dublin Road
Columbus, OH 43215-9060
Clarion Safety Systems
190 Old Milford Rd.
Milford, PA 18337-7601
Cohu Inc.
12367 Crosthwaite Cir.
Poway, CA 92064-6817
Cole Professional Search
PO Box 275
Ivy, VA 22945-0275
Columbia Gas
Attn Revenue Recovery
200 Civic Center Dr 11TH Floor
Columbus OH 43215-4157
Columbus Chamber
150 South Front St., Suite 200
Columbus, OH 43215-7107
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Columbus-Franklin County Finance Auth Compiled Designs, LLC
350 E. First Avenue, Suite 120
803 Caroway Blvd.
Columbus, OH 43201-3792
Gahanna, OH 43230-3280
Component Distributors, Inc.
PO Box 13017
Denver, CO 80201-3217
Conduant Corporation
1501 South Sunset St., Suite C
Longmont, CO 80501-6757
Confortrol
3135 E. 17th Ave.
Columbus, OH 43219-2329
Connectors Plus
63 E. Broad St.
Hatfield, PA 19440-2464
Connectors Plus Inc
63 E Broad St
PO Box 126
Hatfield PA 19440-0126
Craters & Freighters Global Logistics
331 Corporate Cir, Suite J
Golden, CO 80401-5650
Credential Check
PO Box 4504
Troy, MI 48099-4504
DY 4 Inc.
Attn: 223184
500 Ross Street, 154-0455
Pittsburgh, PA 15262-0001
Decorative Coating Systems
1400 Ohlen Ave.
Columbus, OH 43211-2685
DELL FINANCIAL SERVICES
P O BOX 81577
AUSTIN TX 78708-1577
Dell Marketing L.P.
C/O Dell USA L.P.
PO Box 643561
Pittsburgh, PA 15264-3561
Digi-Key 1292390
Accounts Receivable
PO Box 250
Thief Rvr Falls, MN 56701-0250
Dynamic Sensor Systems
6160 Olentangy Blvd.
Worthington, OH 43085-3866
Edgewater Technologies, Inc.
Attn: Nick Toomer
8343 Canary Palm Court
Sarasota, FL 34238-3361
Electro Rent
6018 Solutions Center
Chicago, IL 60677-6000
Electro Rent Corporation
c/o Jeffrey Kurtzman, Esquire
Klehr Harrison Harvey Branzburg LLP
1835 Market Street, Suite 1400
Philadelphia, PA 19103-2945
Electro-Optical Imaging, Inc.
4300 Fortune Place, Suite C
West Melbourne, FL 32904-1527
Elma Electronics
44350 Grimmer Blvd.
Fremont, CA 94538-6327
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Englefield Oil Company
447 James Parkway
Heath, OH 43056-1098
Fairview Microwave Inc.
1130 Junction Dr. SU 100
Allen, TX 75013-5011
Fastenal Company
PO Box 1286
Winona, MN 55987-7286
FedEx
PO Box 371461
Hilliard Office
Pittsburgh, PA 15250-7461
Fiber Instrument Sales
161 Clear Road
Oriskany, NY 13424-4339
Foxtronix
2240 E. Central Ave.
Miamisburg, OH 45342-3683
G4S Secure Solutions
1418 Brice Road
Reynoldsburg, OH 43068-2397
Galil Motion Control Inc.
370 Technology Way
Rocklin, CA 95765
Galloway Airport Authority
7535 W. Broad St.
Galloway, OH 43119-8688
General Dynamics
77 A Street
Needham Heights, MA 02494-2806
Germane Systems
3680 Centerview Dr.
Chantilly, VA 20151-3218
Gigacom, Inc.
103 Waynel Cir SE
Fort Walton Beach, FL 32548-7254
Hands Off, Inc.
PO Box 1764
Buckeye Lake, OH 43008-1764
Herley-CTI, Inc.
c/o Danny Puckett Corporate Attorney
Kratos Defense & Security Solutions
Inc
840 Franklin Court SE
Marietta GA 30067-8939
Hicks Partners LLC
21 E. State Street, Ste. 2200
Columbus, OH 43215-4273
Hittite Microwave Corp.
PO Box 846075
Boston, MA 02284-6075
Internal Revenue Service
Centralized Insolvency Operations
PO Box 7346
Philadelphia PA 19101-7346
Internal Revenue Service
Insolvencies
PO Box 21126
Philadelphia, PA 19114
Jewett Electric Company Inc.
3390 Copthorne Drive
Galena, OH 43021-9216
Joe Ragan's
PO Box 125
Springfield, VA 22150-0125
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Jones Day
Attn: Matthew Kairis
325 John H. McConnell Blvd., Ste. 600
Columbus, OH 43215-2673
Jungo Connectivity Ltd.
1 Hamachshev St.
Netanya 42504
ISRAEL
K&L Microwave
2250 Northwood Drive
Salisbury, MD 21801-8811
Key Equipment Finance
1000 S McCaslin Blvd
Superior, CO 80027-9437
Kimco Distributing
7150 Hart St., Suite A-10
Mentor, OH 44060-4969
Konica Minolta Bus. Solutions
Dept. CH 19188
Palatine, IL 60055-9188
L-Com
PO Box 55758
Boston, MA 02205-5758
LEAF
PO Box 644006
Cincinnati, OH 45264-4006
Lausch Lawn Care
PO Box 1450
Dublin, OH 43017-6450
Lawrence Unrein
601 Suzanne Street
Ridgecrest, CA 93555-4989
Life Ins. Co. of North America
PO Box 13701
Phildelphia, PA 19101-3701
Loeb Electric Co.
915 Williams Ave.
Columbus, OH 43212-3866
MSC Industrial Supply Co
75 Maxess Rd
Melville NY 11747-3151
MSC Industrial Supply Co.
Dept. CH0075
Palatine, IL 60055-0075
Martin Carpet Cleaning Co.
795 South Wall St.
Columbus, OH 43206-1995
Master Maintenance LLC
PO Box 1421
Dublin, OH 43017-6421
McMaster-Carr Supply
200 Aurora Industrial Parkway
Aurora OH 44202-8090
McMaster-Carr Supply
PO Box 7690
Chicago, IL 60680-7690
McNaughton McKay
Dept. 14801
PO Box 67000
Detroit, MI 48267-0148
Meier Transmission
PO Box 98412
Chicago, IL 60693-8412
Miami Valley Mfg. &Assem.
1889 Radio Road
Dayton, OH 45431-1034
Microlease
3486 Investment Blvd.
Hayward, CA 94545-3811
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Mid-Ohio Screen Print
4165 Kelnor Dr.
Grove City, OH 43123
Mills Metal Finishing
1977 McAllister Ave.
Columbus, OH 43205-1614
Miteq, Inc.
100 Davids Drive
Happuage, NY 11788-2034
Mobile Mini LLC
PO Box 7144
Pasedena, CA 91109-7144
Monarch Automation Inc.
8890 Eagles Ridge Court
West Chester, OH 45069-4512
Motion Industries, Inc.
PO Box 98412
Chicago, IL 60693-8412
Mouser
PO Box 99319
Fort Worth, TX 76199-0319
Myers Machinery Movers Inc.
2210 Hardy Parkway St.
Grove City, OH 43123-1243
NEC Financial Service, LLC
24189 Network Place
Chicago, IL 60673-1241
National Instruments
PO Box 202262
Dallas, TX 75320-2262
Netgain Technologies, Inc.
8080 Reading Road
Cincinnati, OH 45237-1428
Newark
PO Box 94151
Palatine, IL 60094-4151
Norden Milimeter
5441 Merchant Cr., Suite C
Placerville, CA 95667-8643
North Coast Technical Inc.
8251 Mayfield Rd, Suite 105
Chesterland, OH 44026-2567
Office Depot
PO Box 633301
Cincinnati, OH 45263-3301
Officeteam
12400 Collections Ctr. Dr.
Chicago, IL 60693-0124
Ohio Dept. of Development
Attn: Benjamin Lageman
77 South High St., 28th Floor
Columbus, OH 43215-6130
Oxford Global Resources
PO Box 3256
Boston, MA 02241-3256
PEI Genesis
2180 Hornig Road
Phildelphia, PA 19116-4204
Parametric Technology Corp
140 Kendrick St
Needham MA 02494-2739
8
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Parametric Technology Corp.
127 Technology Drive
Waltham, MA 02453
Pegasi Systems International Inc
1380 Du Mouleur
Trois-Rivieres
Quebec Canada
G8Y 6N9
Personal Concepts
PO Box 5750
Carol Stream, IL 60197-5750
Pinpoint Dynamics
7326 Pueblo Court
Dublin OH 43017-2889
Princetel, Inc.
2560E. State St. Ext.
Hamilton, NJ 08619-3318
Purchase Power
PO Box 371874
Pittsburgh, PA 15250-7874
Quinstar Technology Corp.
24085 Garnier St.
Torrance, CA 90505-5319
RSFi
401 East Wilson Bridge Road
Columbus, OH 43085-2320
Renew Data
9500 Arboretum Blvd L2-120
Austin, TX 78759-6334
Rent-A-John
PO Box 753
Columbus, OH 43216-0753
Rotating Precision Mechanical
8750 Shirley Avenue
Northridge, CA 91324-3409
Royal Bank America Leasing
550 Township Line Road, Suite 425
Blue Bell, PA 19422-2734
Ryder Transportation Services
PO Box 96723
Chicago, IL 60693-6723
S.W. Anderson
35756 Eagle Way
Chicago, IL 60678-1357
Samtec
3837 Reliable Parkway
Chicago, IL 60686-0038
Securities and Exchange Commission
175 W. Jackson Blvd., Suite 900
Chicago, IL 60604-2908
Southeastern Machining
500 Lincoln Ave.
Lancaster, OH 43130-4243
Southeastern Machining and Field
Services, Inc.
500 Lincoln Avenue
Lancaster, Ohio 43130-4243
Spacek
212 East Gutierrez St.
Santa Barbara, CA 93101-1705
Sparx Systems Pty. LTD.
PO Box 12 Creswick Victoria
AUSTRALIA
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Staples Business Advantage
Dept. DET
PO Box 83689
Chicago, IL 60696-3689
Star Dynamics Investments LLC
15000 Emerald Cost Pkwy.
Destin, FL 32541-3338
Steve S. Monas
200 Mimosa Dr.
Roslyn, NY 11576-2239
Stillwater Technologies Inc.
1040 South Dorset Rd.
Troy, OH 45373-4708
Symmetricom, Inc.
PO Box 39000, Dept. 34371
San Francisco, CA 94139-0001
Systran Corporation
PO Box 223114
Pittsburgh, PA 15251-2114
TASC Client Services
PO Box 88278
Milwaukee, WI 53288-0001
TW Telecom Holdings, Inc.
PO Box 172567
Denver, Co 80217-2567
Teledyne Storm Microwave
B/U of Teledyne Reynolds
15363 Collections Center
Chicago, IL 60693-0100
The Mathworks, Inc.
PO Box 845428
Boston, MA 02284-5428
Thomas Becnel
15000 Emerald Coast Pkwy
Destin, FL 32541-3338
Time Warner Cable
PO Box 0916
Carol Stream, IL 60132-0916
Timesavers Courier, Inc.
PO Box 850
Westerville, OH 43086-0850
United States Attorney
303 Marconi Blvd., Suite 200
Columbus, OH 43215-2326
Vaisala Inc.
PO Box 8500-53423
Phildelphia, PA 19178-3423
Valley Nat'l. Sales
PO Box 347297
Pittsburgh, PA 15251-4297
Var Resources
PO Box 6434
Carol Stream, IL 60197-6434
Verizon Wireless
PO Box 25505
Lehigh Valley, PA 18002-5505
Vision Service Plan (OH)
PO Box 742109
Los Angeles, CA 90074-2109
Vorys Sater Seymour & Pease
Attn: Richard D. Schuster
52 East Gay Street
Columbus, OH 43215-3161
10
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Wachovia Bank/Brit-Hallma
PO Box 758807
Baltimore, MD 21275-8807
Wells Fargo Bank, NA
300 Tri-State International, Suite 400
Lincolnshire, IL 60069-4417
Wells Fargo Financial Leasing, Inc.
800 Walnut Street
MAC N0005-055
Des Moines, IA 50309-3605
Wenzel Associates Inc.
2215 Kramer Lane
Austin, TX 78758-4002
Western Equipment Finance
PO Box 640
Devils Lake, ND 58301-0640
Western Reserve Valuation
274 Marconi Blvd., Suite 140
Columbus, OH 43215-2343
Whitney National Bank
911 Lee Avenue
Lafayette, LA 70501-7900
Whitney National Bank
Commercial Loan OPS
PO Box 95480
New Orleans, LA 70195-5480
Whitney National Bank
Credit Card Center
PO Box 23070
Columbus, GA 31902-3070
Wittenstein Aerospace Ltd.
Brown's Court, Long Ashton Business
Yanley Lane, Long Ashton, Bristol
UNITED KINGDOM BS419LB
Womble Carlyle Sandridge & Rice LLP
Attn: Thomas W. Waldrep, Jr.
One West Fourth Street
Winston Salem, NC 27101-3846
XO Communications
14239 Collections Ctr. Dr.
Chicago, IL 60693-0142
Michael J. Sullivan
Womble Carlyle Sandridge & Rice LLP
Atlantic Station
271 17th Street, NW, Suite 2400
Atlanta, GA 30363-6215
Richard K Stovall
17 South High Street, Suite 1220
Columbus, OH 43215-3441
Thomas R Allen
Allen Kuehnle Stovall & Neuman LLP
17 South High Street, Suite 1220
Columbus, OH 43215-3441
William C. Wagner
Taft, Stettinius & Holister, LLP
One Indiana Square, Suite 3500
Indianapolis, IN 46204
Aeroflex Weinschel Inc
5305 Spectrum Dr
Frederick, MD 21703-7339
Aerotek, Inc.
7301 Parkway Drive
Hanover, MD 21076-1108
Attn: Andrea Dubois
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Alan Kent Lair
8093 Meetze Rd
Warrenton, VA 20187-4343
Allied Electronics Inc
PO Box 2325
Fort Worth, TX 76113-2325
Anixter Inc.
Financial Shared Services - Credit
2301 Patriot Blvd.
Glenview, IL 60026
Asst US Trustee (Col)
Office of the US Trustee
170 North High Street, Suite 200
Columbus, OH 43215-2417
BJ Equipment
DBA Rent-A-John
PO Box 753
Columbus, OH 43216-0753
Bryan MacRae
47641 Weatherburn Terrace
Sterling, VA 20165-4741
Component Distributors Inc
2601 Blake St Suite 450
Denver, CO 80205-2254
Dell Marketing, L.P.
One Dell Way, RR1, MS 52
Round Rock, TX 78682-7000
Attn: Nancy Mims
Digi-Key Corporation
PO Box 677
Thief River Falls, MN 56701-0677
Euler Hermes North American
Insurance Company
Assignee of Germaine Systems, LC
800 Red Brook Boulevard
Owings Mills, MD 21117-5173
FedEx Tech Connect Inc as Assignee
of FedEx Express/Ground/Freight/Office
3965 Airways Blvd, Module G, 3rd Floor
Memphis, Tennessee 38116-5017
G4s Secure Solutions (USA), Inc.
c/o Tony Cappello
1395 University Blvd.
Jupiter, FL 33458-5289
GE Intelligent Platforms Technology
Corporat
c/o Michael B. Bach, Authorized Agent
25 Whitney Drive, Suite 106
Milford, Ohio 45150-8400
Galil Motion Control Inc
270 Technology Way
Rocklin, CA 95765-1206
Gary W Marsh
McKenna Long 6 Aldridge LLP
303 Peadhtree St Suite 5300
Atlanta, GA 30308-3265
Granite State Management & Resources
PO Box 3420
Concord, NH 03302-3420
Heather Ann Taylor
5592 Viningbrook Dr
Dublin, OH 43016-7178
Herley-CTI, Inc.
9 Whippany Road, Suite A-1
Whippany, NJ 07981-1525
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Intralinks Inc
150 E 42nd St
New York, NY 10017-5626
Jeffrey B. Friedlander
605 W. Main St.
Apartment 226
Durham, N.C 27701-2968
Jewett Electric Company Inc
Debra Jewett
c/o Jewett Electric Co Inc
3390 Copthorne Dr
Galena, OH 43021-9216
Julie West
77 Butterfield Ln
Powell, OH 43065-8858
Ken Ayotte
5373 Carolyn Dr.
Hilliard, OH 43026-1706
Kenneth R. Rastatter
3073 Shady Knoll Ln
Hilliard, OH 43026-7718
Kent Russell Hamon
231 Ridge Side Drive
Powell, OH 43065-8936
Konica Minolta
Susan Kelly-Konica Minolta
101 Williams Dr.
Ramsey, NJ 07446-1217
L-Com Inc.
45 Beechwood Drive
North Andover, MA 01845-1092
MH Equipment Co
P.O. Box 50
Mossville, IL 61552-0050
McNaughton McKay Electric Co
355 Tomahawk
Maumee, OH 43537-1757
Motion Industries
PO Box 1477
Birmingham, AL 35201-1477
Office Team (US)
Amber Baptiste
PO Box 5024
San Ramon, CA 94583-5024
Pegasi
Systems
International
1041 Biencourt Lavel
Quebec
CANADA H7G 0A3
Ohio Developmental Services Agency
c/o Donn D. Rosenblum
Assistant Attorney General
150 East Gay St., 21st Floor
Columbus, OH 43215-3191
Resort Development of Destin,
Inc. c/o Thomas W. Waldrep,Jr.
Womble Carlyle Sandridge &
Rice, LLP One West Fourth Street
Winston-Salem, NC 27101-3846
Richard Matthew Cooper
5086 Aspen Pine Blvd.
Dublin, OH 43016-9330
Robert A Landers
1300 El Paseo Rd
Suite G PMB 173
Las Cruces, NM 88001-6039
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Robert Fresco
4833 Vandorn Ct.
Hilliard, OH 43026-8908
Ryder Truck Rental Inc
6000 Windward Parkway
Alpharetta GA 30005-8882
STAR Dynamics Investments, LLC
c/o Thomas W. Waldrep, Jr.
Womble Carlyle Sandridge &
Rice, LLP
One West Fourth Street
Winston-Salem, NC 27101-3846
Sergey Shtelen
4757 Leap Ct.
Hilliard, OH 43026-1178
Silver Shells, LLC
c/o Thomas W. Waldrep, Jr.
Womble Carlyle Sandridge & Rice, LLP
One West Fourth Street
Winston-Salem, NC 27101-3846
Spacek Labs Inc
212 E Gutierrez St
Santa Barbara, CA 93101-1705
State of Ohio, Development Services
Agency
c/o Joseph T. Chapman
Principal Assistant Attorney General
Collections Enforcement
150 East Gay Street, 21st Floor
Columbus, OH 43215-3191
Sunbelt Rentals
1275 W Mound St
Columbus, OH 432232213
Teledyne Storm Microwave
B/U Teldyne Reynolds
10221 Werch Dr
Woodridge IL 60517-4973
Terrell R Chavers
1329 Tour Dr
Gulf Breeze FL 32563-3553
The Mathworks Inc
3 Apple Hill Dr
Natick, MA 01760-2098
Thomas Becnel
c/o Thomas W. Waldrep, Jr.
Womble Carlyle Sandridge & Rice, LLP
One West Fourth Street
Winston-Salem, NC 27101-3846
Tsibouris & Associates, LLC
1900 Polaris Parkway, Suite 450
Columbus, OH 43240-4064
Vorys, Sater, Seymour and Pease LLP
c/o Brenda K. Bowers, Esq.
52 East Gay St./P.O. Box 1008
Columbus, Ohio 43216-1008
Western Equipment Finance, Inc.
c/o Christopher J. Niekamp
23 S. Main Street, Third Floor
Akron, Ohio 44308-1818
Whitney Bank
c/o Liskow & Lewis
Attn: Joseph P. Hebert
822 Harding Street
Lafayette, Louisiana 70503-2361
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GENRAL DYNAMICS C4 SYSTEMS, INC.
/s/ Andrew S. Nicoll
Andrew S. Nicoll, Esq.
Attorney for General Dynamics C4 Systems, Inc.
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