1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ...
1 BUCHALTER NEMER A Professional Corporation 2 STEVEN M. SPECTOR (SBN: 51623) OREN BITAN (SBN: 251056) 1000 Wilshire Boulevard, Suite 1500 3 Los Angeles, CA 90017-2457 4 Telephone: (213) 891-0700 Fax: (213) 896-0400 5 Email: [email protected] Email: [email protected] 6 Attorneys for Joel B. Weinberg, Receiver 7 UNITED STATES DISTRICT COURT 8 CENTRAL DISTRICT OF CALIFORNIA 9 WELLS FARGO BANK, NATIONAL CASE No. 2:15-cv-02332-GW(PJWx) ASSOCIATION, 10 Plaintiff,
11 12
v.
13 HIDDEN VALLEY COMPANIES, INC., a California corporation; 14 HIDDEN VALLEY TRANSPORTATION SYSTEMS, 15 INC., a Delaware corporation; HIDDEN VALLEY MOVING AND 16 STORAGE, INC., a California corporation; HIDDEN VALLEY 17 TRANSFER, INC., a California corporation; HIDDEN VALLEY 18 MOVING & STORAGE OF CENTRAL TEXAS, INC., a Texas 19 corporation; HIDDEN VALLEY MOVING GROUP, INC. an Arizona 20 corporation; PREMIER MOVING SYSTEMS, INC., a California 21 corporation; STORE & MOVE SOLUTIONS, INC., a California 22 corporation; BUG DOG PROPERTIES, LLC, a California 23 limited liability company; BCD CAPITAL PARTNERS, LLC, a Texas 24 limited liability company; BCD PROPERTIES, LLC, a California 25 limited liability company; BCD SOUTHWEST PARTNERS, LLC, an 26 Arizona limited liability company; and DOES 1-10, 27 Defendants. 28
BN 18581350v2
RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS (SULLIVAN MOVING & STORAGE, INC.); MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; AND DECLARATIONS OF JOEL B. WEINBERG AND STEVEN M. SPECTOR
[NO HEARING SET]
1 TO THE HONORABLE GEORGE H. WU, UNITED STATES DISTRICT 2 JUDGE: 3
Joel B. Weinberg, the duly appointed, qualified and acting receiver
4 (“Receiver”) over certain personal property of defendants Hidden Valley 5 Companies, Inc., Hidden Valley Transportation Systems, Inc., Hidden Valley 6 Moving and Storage, Inc., Hidden Valley Transfer, Inc., Hidden Valley Moving & 7 Storage of Central Texas, Inc., Hidden Valley Moving Group, Inc., Premier 8 Moving Systems, Inc., and Store & Move Solutions, Inc. (collectively, “Hidden 9 Valley” or the “Operating Companies”), herewith files his ex parte application (the 10 “Application”) for an order amending this Court’s “Order Granting Receiver’s Ex 11 Parte Application for Order Authorizing Sale of Assets (Sullivan Moving & 12 Storage, Inc.)” (Doc. 63) (the “Original Order”) pursuant to which the Receiver was 13 authorized to and has entered into a purchase and sale agreement (the “Purchase 14 Agreement”) with Sullivan Moving & Storage, Inc., a Washington corporation (the 15 “Purchaser”) pursuant to which the Receiver, as seller, agreed to sell, for 16 $755,500.00, certain vehicles and other related assets such as tools, spare parts, 17 maintenance and service records and unexpired warranties (collectively, the 18 “Purchased Assets”) of Hidden Valley to the Purchaser. 19
Justification for Ex Parte Presentment
20
The Purchaser has advised Receiver of a concern respecting what it perceives
21 to be an inconsistency between the Original Order and the terms and conditions of 22 the sale agreed upon between Receiver and Purchaser as reflected in the Purchase 23 Agreement. The Purchaser has requested that the Receiver seek a corrective order 24 from this Court respecting such inconsistency and, in order not to delay closing the 25 transaction, which delay would have a negative effect on the value of the assets to 26 be purchased, has further requested the corrective order be sought on an ex parte 27 basis. Because the Receiver believes there would, in fact, be a negative financial 28 consequence to the Purchaser if this matter was dealt with on regular notice, and 1 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
1 because the requested amendment to the Original Order is non-substantive as it 2 merely reflects the agreement of the Receiver and the Purchaser, the Receiver 3 concluded that ex parte presentment of this Application was justified. 4
Basis of this Application
5
This Application is based upon the terms set forth herein and those facts set
6 forth in the Declarations of Joel B. Weinberg and Steven M. Spector, appended 7 hereto. 8
Ex Parte Notice
9
Pursuant to Local Rule 7-19.1, notice of the filing of the Application and this
10 Application was provided to and served by email upon counsel for Plaintiff and 11 counsel for all of the Defendants as set forth in the attached Declaration of Steven 12 M. Spector. Pursuant to this Court’s standing order, notice was provided to these 13 parties that any response to the Application must be filed within 24 hours of the 14 date of notice. Both Plaintiff’s counsel and Defendants’ counsel indicated that they 15 do not oppose the Application. 16
In addition to the parties to this action, the creditor body of the Operating
17 Companies consists of about 900 creditors. While none of the 900 creditors of the 18 Hidden Valley companies appears to the Receiver to have a financial interest in the 19 sale which is the subject of this Application in light of the purchase price for the 20 Purchased Assets about $750,000 and the amount of the secured debt owing to the 21 Plaintiff (more than $5 million) for which the Purchased Assets are collateral, the 22 Receiver is mindful of the Court’s comments at the hearings held on April 6, 2015, 23 April 20, 2015 and April 27, 2015 and the notice to creditors provisions of L.R. 6624 7. As the Court is aware, the Receiver has implemented an alternative notice 25 provision designed to provide creditors of notice, the actual pleading in question 26 and the ability, should they choose, to file pleadings. The Receiver has deposited 27 into the on-line Data Room which he has established and about which mail notice 28 was given to creditors, a notice of this Application and a full copy of this 2 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
1 Application. The notice advises creditors that the Receiver will deposit a further 2 notice into the Data Room of the date, time and location of any hearing before the 3 Court on this Application and the deadlines for filing written opposition to the 4 Application as well as notice of the date and time of any hearing on this 5 Application. The Receiver utilized this notice procedure for all of the Receiver’s 6 applications for Court approval of purchase and sale agreements and for the 7 Receiver’s entry into the auction agreement. Based upon the foregoing, the Court is 8 again requested to approve this process as adequate in connection with this 9 Application. In light of the circumstances,1 the Receiver believes the proposed notice
10
11 adequately complies with the requirements of law and the directives of this Court. 12 13
DATED: July 17, 2015
14
BUCHALTER NEMER A Professional Corporation
15 16
By:/s/ STEVEN M. SPECTOR STEVEN M. SPECTOR Attorneys for JOEL B. WEINBERG, Receiver
17 18 19 20 21 22 23 24 25 26 1
The Receiver has estimated the economic cost of actual, paper notice, including postage, copying, envelopes, employee time and the like, to some 900 creditors at 28 about $5,000.00 per service. 3 27
RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
MEMORANDUM OF POINTS AND AUTHORITIES
1
This Application by the Receiver seeks Court approval of a modest
2
3 modification to an existing Order of the Court (the “Original Order”). The Original 4 Order authorized the Receiver to conclude a negotiated sale of certain assets held 5 under receivership with Sullivan Moving & Storage, Inc. (“Purchaser”) pursuant to 6 a Purchase and Sale Agreement (the “Purchase Agreement”). In turn, the transaction is complicated, involving about 30 vehicles. While
7
8 there is no issue over price, other issues have arisen and are being dealt with in the 9 Purchase Agreement between the parties by amendments thereto. The Receiver desires to move forward with closing the transaction. Indeed,
10
11 this is a comparatively large transaction in dollars and number of vehicles. Hence, 12 the Receiver believes the transaction is in the best interests of all parties to this 13 action. Moreover, prompt closing of the transaction reduces (and cuts off) accruing 14 expenses involving the vehicles (depreciation, licensing fees, insurance and the 15 like). 16
The lawyers for the Purchasers have now requested a relatively simple
17 modification to the Original Order (Exhibit “A” to the Weinberg Declaration). The 18 modification is detailed in Exhibit “B” attached to the appended Weinberg 19 Declaration. Exhibit “B” is a “marked to show changes” version of the Original 20 Order. 21
Essentially the modification does two things:
22
1.
It adds a new paragraph 4 to the Order which states if there is a
23 conflict in the terms of the Order and the terms of the Purchase Agreement, the 24 Purchase Agreement controls.
The Receiver reiterates that he is not being
25 requested to reduce the purchase price. 26
2.
As an adjunct, it gives the Receiver the discretion and ability to agree
27 to modifications. 28
In the Receiver’s judgment, the requests respecting modification of the 4 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
1 Original Order are reasonable. Therefore, the Receiver requests that the Court 2 grant this Application and approve and enter the Amended Order (Exhibit “B”). In 3 all other respects, the matter remains unchanged. 4
Counsel for Plaintiff and Defendants have approved the Application.
5 6
Respectfully submitted,
7
BUCHALTER NEMER A Professional Corporation
8 9
By:/s/ STEVEN M. SPECTOR STEVEN M. SPECTOR Attorneys for JOEL B. WEINBERG, Receiver
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5 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
DECLARATION OF JOEL B. WEINBERG
1 2
I, Joel B. Weinberg, declare as follows:
3
1.
I am the court-appointed receiver in this action.
I make this
4 declaration based on my personal knowledge, except as to those matters stated upon 5 information and belief, and, as to those matters, I believe them to be true. If called 6 upon to testify, I could and would testify competently to the facts set forth herein. 7
2.
I am an attorney in good standing and licensed to practice law in the
8 state of California.
I have over 25 years of business and law experience in
9 commercial insolvency, bankruptcy and receivership matters, as well as 10 assignments for the benefit of creditors. Since 2001, I have been and now am the 11 President and CEO of Insolvency Services Group, Inc., a California corporation 12 (“ISG”), a company dedicated to providing insolvency related services including 13 acting as assignee for the benefit of creditors, serving as a chapter 11 plan 14 disbursing and liquidating agent, state and federal court receiver and acting as 15 responsible person in liquidating chapter 11 cases. I am the founder of ISG. In 16 connection with my above experience, I have been involved in literally dozens of 17 sales of personal property assets. 18
3.
On April 7, 2015, I was appointed as temporary receiver over certain
19 personal property (the “Personal Property”) of defendants Hidden Valley 20 Companies, Inc., Hidden Valley Transportation Systems, Inc., Hidden Valley 21 Moving and Storage, Inc., Hidden Valley Transfer, Inc., Hidden Valley Moving & 22 Storage of Central Texas, Inc., Hidden Valley Moving Group, Inc., Premier 23 Moving Systems, Inc., and Store & Move Solutions, Inc. (collectively, “Hidden 24 Valley” or the “Operating Companies”). 25
4.
I submit this declaration in support of my request for an order
26 amending this Court’s “Order Granting Receiver’s Ex Parte Application for Order 27 Authorizing Sale of Assets (Sullivan Moving & Storage, Inc.)” (Doc. 63) (the 28 “Original Order”) pursuant to which I was authorized to and have entered into a 6 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
1 purchase and sale agreement (the “Purchase Agreement”) with Sullivan Moving & 2 Storage, Inc., a Washington corporation (the “Purchaser”) pursuant to which I as 3 Receiver and as seller, agreed to sell, for $755,500.00, certain vehicles and other 4 related assets such as tools, spare parts, maintenance and service records and 5 unexpired warranties of Hidden Valley to the Purchaser. A true and correct copy of 6 the Original Order is attached hereto as Exhibit A. A true and correct copy of the 7 proposed modification to the Original Order (the “Amended Order”) is attached 8 hereto as Exhibit B. 9
5.
Ex parte relief is justified because the Purchaser has advised me of a
10 concern respecting what it perceives to be an inconsistency between the Original 11 Order and the terms and conditions of the sale as reflected in the Purchase 12 Agreement. The Purchaser has requested that I seek a corrective order from this 13 Court respecting such inconsistency and, in order not to delay closing the 14 transaction, which delay would have a negative effect on the value of the assets to 15 be purchased, has further requested the corrective order be sought on an ex parte 16 basis. Because I believe there would, in fact, be a negative financial consequence 17 to the Purchaser if this matter was dealt with on regular notice, and because the 18 requested amendment to the Original Order is non-substantive as it merely reflects 19 the agreement between the Purchaser and I, as Receiver, I concluded that ex parte 20 presentment of this Application was justified. 21
6.
Essentially the Amended Order does two things: (i) it adds a new
22 paragraph 4 to the Order which states if there is a conflict in the terms of the Order 23 and the terms of the Purchase Agreement, the Purchase Agreement controls; and (ii) 24 as an adjunct, it gives me the discretion and ability to agree to modifications. 25
//
26
//
27
//
28
// 7 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
1
7.
In my judgment, the requests respecting modification of the Original
2 Order are reasonable. Therefore, I request that the Court grant this Application and 3 approve and enter the Amended Order. In all other respects, the matter remains 4 unchanged. 5 6
I declare under penalty of perjury of the laws of the United States of America
7 that the foregoing is true and correct. Executed on this 17th day of July, 2015 at 8 Beverly Hills, CA. /s/ JOEL B. WEINBERG JOEL B. WEINBERG
9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8
RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
Exhibit A, Page 000009
1 BUCHALTER NEMER A Professional Corporation STEVEN M. SPECTOR (SBN: 51623) 2 OREN BITAN (SBN: 251056) 3 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017-2457 4 Telephone: (213) 891-0700 Fax: (213) 896-0400 5 Email: [email protected] Email: [email protected] 6 Attorneys for Joel B. Weinberg, Receiver 7 UNITED STATES DISTRICT COURT 8 CENTRAL DISTRICT OF CALIFORNIA 9 WELLS FARGO BANK, NATIONAL CASE No. CV 15-2332-GW(PJWx) ASSOCIATION, 10 Plaintiff,
11 12
v.
13 HIDDEN VALLEY COMPANIES, INC., a California corporation; 14 HIDDEN VALLEY TRANSPORTATION SYSTEMS, 15 INC., a Delaware corporation; HIDDEN VALLEY MOVING AND 16 STORAGE, INC., a California corporation; HIDDEN VALLEY 17 TRANSFER, INC., a California corporation; HIDDEN VALLEY 18 MOVING & STORAGE OF CENTRAL TEXAS, INC., a Texas 19 corporation; HIDDEN VALLEY MOVING GROUP, INC. an Arizona 20 corporation; PREMIER MOVING SYSTEMS, INC., a California 21 corporation; STORE & MOVE SOLUTIONS, INC., a California 22 corporation; BUG DOG PROPERTIES, LLC, a California 23 limited liability company; BCD CAPITAL PARTNERS, LLC, a Texas 24 limited liability company; BCD PROPERTIES, LLC, a California 25 limited liability company; BCD SOUTHWEST PARTNERS, LLC, an 26 Arizona limited liability company; and DOES 1-10, 27 Defendants. 28
ORDER GRANTING RECEIVER’S EX PARTE APPLICATION FOR ORDER AUTHORIZING SALE OF ASSETS (SULLIVAN MOVING & STORAGE, INC.)
Exhibit A, Page 000010 BN 18583744v1
1
After consideration of the Ex Parte Application for an Order Authorizing the
2 Sale of Assets (the “Application”) and supporting documentation, filed by Joel B. 3 Weinberg, the receiver herein (“Receiver”), and any opposition thereto, and all 4 arguments made at any hearing on the Application and good cause appearing 5 therefor: 6
IT IS ORDERED that the Application is GRANTED as follows:
7
1.
The proposed sale contemplated by the Application is in the best
8 interest of the Receivership Estate and the Personal Property (as defined in the 9 Application) was adequately marketed to find the highest and best offer for the 10 purchase thereof; 11
2.
The Receiver is authorized to enter into the purchase agreement (the
12 “Purchase Agreement”) with Sullivan Moving & Storage, Inc. (“Purchaser”) 13 pursuant to which the Receiver, as seller, will sell for $755,500.00 certain vehicles 14 and related assets of Hidden Valley to the Purchaser, a copy of which is attached as 15 Exhibit 3 to the declaration of Joel B. Weinberg filed in support of the Application; 16
3.
Notice relating to the Application is adequate.
17
4.
As specified in the Purchase Agreement, the Purchaser is purchasing
18 the P ur c h as ed
As s ets
on an “as is, where is” basis, without any
19 representations or warranties regarding the Purchased Assets by the Receiver 20 including, without limitation, any representations or warranties as to the physical 21 condition of the Purchased Assets. 22
5.
The Receiver is authorized to take all actions and to execute all
23 documents to carry out and effectuate the sale of the Purchased Assets, including, 24 but not limited to, escrow instructions and related documentation and conveyance 25 documents consistent with selling and conveying title to the Purchased Assets. 26
6.
The Receiver is authorized to modify the Purchase Agreement or
27 other documents related to the sale of the Purchased Assets should the Receiver, in 28
1 [PROPOSED] ORDER GRANTING RECEIVER’S EX PARTE APPLICATION FOR ORDER AUTHORIZING SALE OF ASSETS (SULLIVAN MOVING & STORAGE, INC.) Exhibit A, Page 000011 BN 18583744v1
1 good faith, believe that such modification is reasonable and required to best serve 2 the interests of the Receivership Estate provided that the monetary terms of the 3 modifications are not less favorable to the Receivership Estate than as set forth in 4 the Purchase Agreement. 7.
5
By closing escrow and taking title to th e Purchased Assets, the
6 Purchaser acknowledges that it has no recourse against the Receiver for any claim 7 or cause of action including, but not limited to, claims for defects or terms of 8 sale. 9
8.
This Court retains exclusive jurisdiction over any dispute that may
10 arise involving the Receiver with respect to the sale of the Purchased Assets 11 authorized by this Order. 12 13 DATED: June 30, 2015 14 15
______________________________ GEORGE H. WU, UNITED STATES DISTRICT JUDGE
16 17 18 19 20 21 22 23 24 25 26 27 28
2 [PROPOSED] ORDER GRANTING RECEIVER’S EX PARTE APPLICATION FOR ORDER AUTHORIZING SALE OF ASSETS (SULLIVAN MOVING & STORAGE, INC.) Exhibit A, Page 000012 BN 18583744v1
Exhibit B, Page 000013
DECLARATION OF STEVEN M. SPECTOR
1 2
I, Steven M. Spector, declare as follows:
3
1.
I am an attorney licensed to practice law in the State of California. I
4 am partner in the law firm of Buchalter Nemer, a Professional Corporation, 5 attorneys for the receiver herein, Joel B. Weinberg (the “Receiver”). I make this 6 declaration based on my personal knowledge, except as to those matters stated upon 7 information and belief, and as to those matters, I believe them to be true. If called 8 upon to testify, I could and would testify competently to the facts set forth herein. 9
2.
Because of my involvement in this action, I have access to, and
10 custody and control of, Buchalter’s files, documents and records related to the 11 Receivership Estate. I state that the records and documents referred to in this 12 Declaration constitute writings taken, made or maintained in the regular or ordinary 13 course of business of the Buchalter firm at or near the time of the act, condition, or 14 event to which they relate by persons employed by the Buchalter firm who had a 15 business duty to the Buchalter firm to accurately and completely take, make and/or 16 maintain such records and documents. 17
3.
Pursuant to Local Rule 7-19.1, I provided notice of the filing of the
18 Application to William Freeman, Esq. counsel for Plaintiff, Evan Smiley, Esq. 19 counsel for defendants who are subject to the receivership and to Michael Fletcher, 20 Esq., counsel for interested party GrandPoint Bank, as set forth in the email 21 addresses detailed below. Pursuant to this Court’s standing order, notice was 22 provided to these parties that any response to the Application must be filed within 23 24 hours of notice. Both Plaintiff’s counsel and Defendants’ counsel indicated that 24 they would not oppose the Application. 25 26 27 28 17 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
1
William B. Freeman
2
Katten Muchin Rosenman, LLP
3
Email: [email protected]
4
Attorneys for Plaintiff Wells Fargo Bank, N.A.
5 6
Evan D. Smiley
7
Smiley – Wang-Ekvall
8
Email: [email protected]
9
Attorneys for Defendants
10 11
Michael Gerard Fletcher
12
Frandzel Robins Bloom & Csato
13
Email: [email protected]
14
Attorneys for third party Grandpoint Bank
15 Attached hereto as Exhibit 1 is a true and correct copy of the ex parte notice. In 16 addition, on July 20, 2015 I transmitted via email this Application and Declarations 17 to Mr. J.W. Song of Donegal, Recano & Co., Inc. (“Donegal”) for deposit into the 18 Data Room previously established.
Donegal was previously engaged by the
19 Plaintiff and the Receiver to act as noticing agent for them respecting about 900 20 general creditors of the Operating Companies.
Per the Court’s order, I also
21 prepared and transmitted to Donegal for deposit into the Data Room previously 22 established a Notice to Creditors, a copy of which is attached hereto, marked 23 Exhibit 2 and incorporated hereat by reference. As the Court will see, the Notice 24 advises creditors of the filing of this Application (and Declarations). As soon as a 25 date and time of a hearing thereon and the right to object to the requested relief has 26 been established by the Court (if at all), I will place a further notice of the same in 27 the Data Room. 28 18 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
I declare under penalty of perjury of the laws of the United States of America
1
2 that the foregoing is true and correct. Executed on July 20, 2015 at Los Angeles, 3 CA. 4 /s/ STEVEN M. SPECTOR STEVEN M. SPECTOR
5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 19
RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
Exhibit 1, Page 000020
Exhibit 2, Page 000022
1 BUCHALTER NEMER A Professional Corporation 2 STEVEN M. SPECTOR (SBN: 51623) OREN BITAN (SBN: 251056) 1000 Wilshire Boulevard, Suite 1500 3 Los Angeles, CA 90017-2457 4 Telephone: (213) 891-0700 Fax: (213) 896-0400 5 Email: [email protected] Email: [email protected] 6 Attorneys for Joel B. Weinberg, Receiver 7 UNITED STATES DISTRICT COURT 8 CENTRAL DISTRICT OF CALIFORNIA 9 WELLS FARGO BANK, NATIONAL CASE No. 2:15-cv-02332-GW(PJWx) ASSOCIATION, 10 Plaintiff,
11 12
v.
13 HIDDEN VALLEY COMPANIES, INC., a California corporation; 14 HIDDEN VALLEY TRANSPORTATION SYSTEMS, 15 INC., a Delaware corporation; HIDDEN VALLEY MOVING AND 16 STORAGE, INC., a California corporation; HIDDEN VALLEY 17 TRANSFER, INC., a California corporation; HIDDEN VALLEY 18 MOVING & STORAGE OF CENTRAL TEXAS, INC., a Texas 19 corporation; HIDDEN VALLEY MOVING GROUP, INC. an Arizona 20 corporation; PREMIER MOVING SYSTEMS, INC., a California 21 corporation; STORE & MOVE SOLUTIONS, INC., a California 22 corporation; BUG DOG PROPERTIES, LLC, a California 23 limited liability company; BCD CAPITAL PARTNERS, LLC, a Texas 24 limited liability company; BCD PROPERTIES, LLC, a California 25 limited liability company; BCD SOUTHWEST PARTNERS, LLC, an 26 Arizona limited liability company; and DOES 1-10, 27 Defendants. 28
NOTICE TO CREDITORS OF: 1. RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS (SULLIVAN MOVING & STORAGE, INC.); AND 2. RIGHT TO OBJECT IN CONNECTION WITH RECEIVER’S EX PARTE APPLICATION
Exhibit 2, Page 000023
BN 18583678v2
1 TO THE CREDITORS: 2
1.
This notice is being placed in a Data Room to provide notice to
3 creditors of the entities listed in the above caption that, on July 20, 2015, Joel B. 4 Weinberg, the court-appointed receiver in this action (“Receiver”), filed an 5 application to the Court to obtain an order amending the Court’s prior Order 6 granting the Receiver’s application for authority to sell certain assets of certain of 7 the Hidden Valley entities to Sullivan Moving & Storage, Inc. The details of the 8 proposed amendment to the original Order are set forth more fully in the Receiver’s 9 Ex Parte Application for Order Amending Order Authorizing Sale of Assets 10 (Sullivan Moving & Storage, Inc.) (the “Application”), which has also been placed 11 in the Data Room. 12
2.
Creditors are urged to review the Application and all supporting
13 pleadings filed in connection with the Application in order to understand the 14 Receiver’s Application. Access to the Data Room is through the following website: 15 www.donlinrecano.com/hv. If you wish to communicate with the Receiver’s agent 16 about this matter, you may do so online at [email protected] or by 17 telephone at (877) 253-6850. 18
3.
The Receiver will file an additional notice respecting the manner and
19 time for creditors to object to the Application and regarding any hearing the Court 20 may set respecting this matter. 21 DATED: July 20, 2015 22 23
BUCHALTER NEMER A Professional Corporation By:/s/ STEVEN M. SPECTOR STEVEN M. SPECTOR Attorneys for JOEL B. WEINBERG, Receiver
24 25 26 27 28
1 NOTICE TO CREDITORS BN 18583678v2
Exhibit 2, Page 000024
1
PROOF OF SERVICE
2
CASE NO. 2:15-cv-02332-GW-PJW
3
I am employed in the County of Los Angeles, State of California, I am over the age of 18 and not a party to the within action; my business address is 1000 Wilshire Blvd., Suite 1500, Los Angeles, California 90017.
4 5 6 7 8
On July 23, 2015, I served the foregoing document(s) described as:
RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS (SULLIVAN MOVING & STORAGE, INC.); MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; AND DECLARATIONS OF JOEL B. WEINBERG AND STEVEN M. SPECTOR
9 10 11 12 13 14 15 16 17 18 19 20
on the interested parties in this action, at the addresses listed below, as follows: See attached service list. (X) For Collection. By placing a true copy (copies) thereof enclosed in a sealed envelope(s), addressed as above, and by placing said sealed envelope(s) for collection and mailing on that date following ordinary business practices. I am “readily familiar” with the business’ practice for collection and processing of correspondence for mailing the U.S. Postal Service. Under that practice, it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid at Los Angeles, California, in the ordinary course of business. (X) Via NEF. The document will be served by the court via NEF and hyperlink to the document. On July 23, 2015, I checked the CM/ECF docket for this case and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email address(es) indicated on the attached service list. (X) Federal. I declare that I am employed in the office of a member of the bar of this court at whose direction the service was made. Executed on July 23, 2015, at Los Angeles, California.
21
/s/ SANDRA ALARCON SANDRA ALARCON
22 23 24 25 26 27 28
PROOF OF SERVICE BN 18131115v1
1 2 3 4
SERVED VIA NOTICE OF ELECTRONIC FILING (NEF) Oren Bitan [email protected],[email protected] Michael Gerard Fletcher [email protected],[email protected],[email protected]
5 6 7 8 9 10 11
Jessica M Mickelsen [email protected],[email protected],adelle.shafer@kattenla w.com,[email protected],[email protected] Bruce David Poltrock [email protected],[email protected],[email protected] Evan D Smiley [email protected] Steven M Spector [email protected],[email protected]
12 13 14 15
SERVED VIA U.S. MAIL William Bradley Freeman Katten Muchin Rosenman LLP 515 South Flower Street, Suite 1000 Los Angeles, CA 90071-2212
16 17 18 19 20 21 22 23 24 25 26 27 28
PROOF OF SERVICE BN 18131115v1
11 12
v.
13 HIDDEN VALLEY COMPANIES, INC., a California corporation; 14 HIDDEN VALLEY TRANSPORTATION SYSTEMS, 15 INC., a Delaware corporation; HIDDEN VALLEY MOVING AND 16 STORAGE, INC., a California corporation; HIDDEN VALLEY 17 TRANSFER, INC., a California corporation; HIDDEN VALLEY 18 MOVING & STORAGE OF CENTRAL TEXAS, INC., a Texas 19 corporation; HIDDEN VALLEY MOVING GROUP, INC. an Arizona 20 corporation; PREMIER MOVING SYSTEMS, INC., a California 21 corporation; STORE & MOVE SOLUTIONS, INC., a California 22 corporation; BUG DOG PROPERTIES, LLC, a California 23 limited liability company; BCD CAPITAL PARTNERS, LLC, a Texas 24 limited liability company; BCD PROPERTIES, LLC, a California 25 limited liability company; BCD SOUTHWEST PARTNERS, LLC, an 26 Arizona limited liability company; and DOES 1-10, 27 Defendants. 28
BN 18581350v2
RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS (SULLIVAN MOVING & STORAGE, INC.); MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; AND DECLARATIONS OF JOEL B. WEINBERG AND STEVEN M. SPECTOR
[NO HEARING SET]
1 TO THE HONORABLE GEORGE H. WU, UNITED STATES DISTRICT 2 JUDGE: 3
Joel B. Weinberg, the duly appointed, qualified and acting receiver
4 (“Receiver”) over certain personal property of defendants Hidden Valley 5 Companies, Inc., Hidden Valley Transportation Systems, Inc., Hidden Valley 6 Moving and Storage, Inc., Hidden Valley Transfer, Inc., Hidden Valley Moving & 7 Storage of Central Texas, Inc., Hidden Valley Moving Group, Inc., Premier 8 Moving Systems, Inc., and Store & Move Solutions, Inc. (collectively, “Hidden 9 Valley” or the “Operating Companies”), herewith files his ex parte application (the 10 “Application”) for an order amending this Court’s “Order Granting Receiver’s Ex 11 Parte Application for Order Authorizing Sale of Assets (Sullivan Moving & 12 Storage, Inc.)” (Doc. 63) (the “Original Order”) pursuant to which the Receiver was 13 authorized to and has entered into a purchase and sale agreement (the “Purchase 14 Agreement”) with Sullivan Moving & Storage, Inc., a Washington corporation (the 15 “Purchaser”) pursuant to which the Receiver, as seller, agreed to sell, for 16 $755,500.00, certain vehicles and other related assets such as tools, spare parts, 17 maintenance and service records and unexpired warranties (collectively, the 18 “Purchased Assets”) of Hidden Valley to the Purchaser. 19
Justification for Ex Parte Presentment
20
The Purchaser has advised Receiver of a concern respecting what it perceives
21 to be an inconsistency between the Original Order and the terms and conditions of 22 the sale agreed upon between Receiver and Purchaser as reflected in the Purchase 23 Agreement. The Purchaser has requested that the Receiver seek a corrective order 24 from this Court respecting such inconsistency and, in order not to delay closing the 25 transaction, which delay would have a negative effect on the value of the assets to 26 be purchased, has further requested the corrective order be sought on an ex parte 27 basis. Because the Receiver believes there would, in fact, be a negative financial 28 consequence to the Purchaser if this matter was dealt with on regular notice, and 1 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
1 because the requested amendment to the Original Order is non-substantive as it 2 merely reflects the agreement of the Receiver and the Purchaser, the Receiver 3 concluded that ex parte presentment of this Application was justified. 4
Basis of this Application
5
This Application is based upon the terms set forth herein and those facts set
6 forth in the Declarations of Joel B. Weinberg and Steven M. Spector, appended 7 hereto. 8
Ex Parte Notice
9
Pursuant to Local Rule 7-19.1, notice of the filing of the Application and this
10 Application was provided to and served by email upon counsel for Plaintiff and 11 counsel for all of the Defendants as set forth in the attached Declaration of Steven 12 M. Spector. Pursuant to this Court’s standing order, notice was provided to these 13 parties that any response to the Application must be filed within 24 hours of the 14 date of notice. Both Plaintiff’s counsel and Defendants’ counsel indicated that they 15 do not oppose the Application. 16
In addition to the parties to this action, the creditor body of the Operating
17 Companies consists of about 900 creditors. While none of the 900 creditors of the 18 Hidden Valley companies appears to the Receiver to have a financial interest in the 19 sale which is the subject of this Application in light of the purchase price for the 20 Purchased Assets about $750,000 and the amount of the secured debt owing to the 21 Plaintiff (more than $5 million) for which the Purchased Assets are collateral, the 22 Receiver is mindful of the Court’s comments at the hearings held on April 6, 2015, 23 April 20, 2015 and April 27, 2015 and the notice to creditors provisions of L.R. 6624 7. As the Court is aware, the Receiver has implemented an alternative notice 25 provision designed to provide creditors of notice, the actual pleading in question 26 and the ability, should they choose, to file pleadings. The Receiver has deposited 27 into the on-line Data Room which he has established and about which mail notice 28 was given to creditors, a notice of this Application and a full copy of this 2 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
1 Application. The notice advises creditors that the Receiver will deposit a further 2 notice into the Data Room of the date, time and location of any hearing before the 3 Court on this Application and the deadlines for filing written opposition to the 4 Application as well as notice of the date and time of any hearing on this 5 Application. The Receiver utilized this notice procedure for all of the Receiver’s 6 applications for Court approval of purchase and sale agreements and for the 7 Receiver’s entry into the auction agreement. Based upon the foregoing, the Court is 8 again requested to approve this process as adequate in connection with this 9 Application. In light of the circumstances,1 the Receiver believes the proposed notice
10
11 adequately complies with the requirements of law and the directives of this Court. 12 13
DATED: July 17, 2015
14
BUCHALTER NEMER A Professional Corporation
15 16
By:/s/ STEVEN M. SPECTOR STEVEN M. SPECTOR Attorneys for JOEL B. WEINBERG, Receiver
17 18 19 20 21 22 23 24 25 26 1
The Receiver has estimated the economic cost of actual, paper notice, including postage, copying, envelopes, employee time and the like, to some 900 creditors at 28 about $5,000.00 per service. 3 27
RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
MEMORANDUM OF POINTS AND AUTHORITIES
1
This Application by the Receiver seeks Court approval of a modest
2
3 modification to an existing Order of the Court (the “Original Order”). The Original 4 Order authorized the Receiver to conclude a negotiated sale of certain assets held 5 under receivership with Sullivan Moving & Storage, Inc. (“Purchaser”) pursuant to 6 a Purchase and Sale Agreement (the “Purchase Agreement”). In turn, the transaction is complicated, involving about 30 vehicles. While
7
8 there is no issue over price, other issues have arisen and are being dealt with in the 9 Purchase Agreement between the parties by amendments thereto. The Receiver desires to move forward with closing the transaction. Indeed,
10
11 this is a comparatively large transaction in dollars and number of vehicles. Hence, 12 the Receiver believes the transaction is in the best interests of all parties to this 13 action. Moreover, prompt closing of the transaction reduces (and cuts off) accruing 14 expenses involving the vehicles (depreciation, licensing fees, insurance and the 15 like). 16
The lawyers for the Purchasers have now requested a relatively simple
17 modification to the Original Order (Exhibit “A” to the Weinberg Declaration). The 18 modification is detailed in Exhibit “B” attached to the appended Weinberg 19 Declaration. Exhibit “B” is a “marked to show changes” version of the Original 20 Order. 21
Essentially the modification does two things:
22
1.
It adds a new paragraph 4 to the Order which states if there is a
23 conflict in the terms of the Order and the terms of the Purchase Agreement, the 24 Purchase Agreement controls.
The Receiver reiterates that he is not being
25 requested to reduce the purchase price. 26
2.
As an adjunct, it gives the Receiver the discretion and ability to agree
27 to modifications. 28
In the Receiver’s judgment, the requests respecting modification of the 4 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
1 Original Order are reasonable. Therefore, the Receiver requests that the Court 2 grant this Application and approve and enter the Amended Order (Exhibit “B”). In 3 all other respects, the matter remains unchanged. 4
Counsel for Plaintiff and Defendants have approved the Application.
5 6
Respectfully submitted,
7
BUCHALTER NEMER A Professional Corporation
8 9
By:/s/ STEVEN M. SPECTOR STEVEN M. SPECTOR Attorneys for JOEL B. WEINBERG, Receiver
10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
5 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
DECLARATION OF JOEL B. WEINBERG
1 2
I, Joel B. Weinberg, declare as follows:
3
1.
I am the court-appointed receiver in this action.
I make this
4 declaration based on my personal knowledge, except as to those matters stated upon 5 information and belief, and, as to those matters, I believe them to be true. If called 6 upon to testify, I could and would testify competently to the facts set forth herein. 7
2.
I am an attorney in good standing and licensed to practice law in the
8 state of California.
I have over 25 years of business and law experience in
9 commercial insolvency, bankruptcy and receivership matters, as well as 10 assignments for the benefit of creditors. Since 2001, I have been and now am the 11 President and CEO of Insolvency Services Group, Inc., a California corporation 12 (“ISG”), a company dedicated to providing insolvency related services including 13 acting as assignee for the benefit of creditors, serving as a chapter 11 plan 14 disbursing and liquidating agent, state and federal court receiver and acting as 15 responsible person in liquidating chapter 11 cases. I am the founder of ISG. In 16 connection with my above experience, I have been involved in literally dozens of 17 sales of personal property assets. 18
3.
On April 7, 2015, I was appointed as temporary receiver over certain
19 personal property (the “Personal Property”) of defendants Hidden Valley 20 Companies, Inc., Hidden Valley Transportation Systems, Inc., Hidden Valley 21 Moving and Storage, Inc., Hidden Valley Transfer, Inc., Hidden Valley Moving & 22 Storage of Central Texas, Inc., Hidden Valley Moving Group, Inc., Premier 23 Moving Systems, Inc., and Store & Move Solutions, Inc. (collectively, “Hidden 24 Valley” or the “Operating Companies”). 25
4.
I submit this declaration in support of my request for an order
26 amending this Court’s “Order Granting Receiver’s Ex Parte Application for Order 27 Authorizing Sale of Assets (Sullivan Moving & Storage, Inc.)” (Doc. 63) (the 28 “Original Order”) pursuant to which I was authorized to and have entered into a 6 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
1 purchase and sale agreement (the “Purchase Agreement”) with Sullivan Moving & 2 Storage, Inc., a Washington corporation (the “Purchaser”) pursuant to which I as 3 Receiver and as seller, agreed to sell, for $755,500.00, certain vehicles and other 4 related assets such as tools, spare parts, maintenance and service records and 5 unexpired warranties of Hidden Valley to the Purchaser. A true and correct copy of 6 the Original Order is attached hereto as Exhibit A. A true and correct copy of the 7 proposed modification to the Original Order (the “Amended Order”) is attached 8 hereto as Exhibit B. 9
5.
Ex parte relief is justified because the Purchaser has advised me of a
10 concern respecting what it perceives to be an inconsistency between the Original 11 Order and the terms and conditions of the sale as reflected in the Purchase 12 Agreement. The Purchaser has requested that I seek a corrective order from this 13 Court respecting such inconsistency and, in order not to delay closing the 14 transaction, which delay would have a negative effect on the value of the assets to 15 be purchased, has further requested the corrective order be sought on an ex parte 16 basis. Because I believe there would, in fact, be a negative financial consequence 17 to the Purchaser if this matter was dealt with on regular notice, and because the 18 requested amendment to the Original Order is non-substantive as it merely reflects 19 the agreement between the Purchaser and I, as Receiver, I concluded that ex parte 20 presentment of this Application was justified. 21
6.
Essentially the Amended Order does two things: (i) it adds a new
22 paragraph 4 to the Order which states if there is a conflict in the terms of the Order 23 and the terms of the Purchase Agreement, the Purchase Agreement controls; and (ii) 24 as an adjunct, it gives me the discretion and ability to agree to modifications. 25
//
26
//
27
//
28
// 7 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
1
7.
In my judgment, the requests respecting modification of the Original
2 Order are reasonable. Therefore, I request that the Court grant this Application and 3 approve and enter the Amended Order. In all other respects, the matter remains 4 unchanged. 5 6
I declare under penalty of perjury of the laws of the United States of America
7 that the foregoing is true and correct. Executed on this 17th day of July, 2015 at 8 Beverly Hills, CA. /s/ JOEL B. WEINBERG JOEL B. WEINBERG
9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8
RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
Exhibit A, Page 000009
1 BUCHALTER NEMER A Professional Corporation STEVEN M. SPECTOR (SBN: 51623) 2 OREN BITAN (SBN: 251056) 3 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017-2457 4 Telephone: (213) 891-0700 Fax: (213) 896-0400 5 Email: [email protected] Email: [email protected] 6 Attorneys for Joel B. Weinberg, Receiver 7 UNITED STATES DISTRICT COURT 8 CENTRAL DISTRICT OF CALIFORNIA 9 WELLS FARGO BANK, NATIONAL CASE No. CV 15-2332-GW(PJWx) ASSOCIATION, 10 Plaintiff,
11 12
v.
13 HIDDEN VALLEY COMPANIES, INC., a California corporation; 14 HIDDEN VALLEY TRANSPORTATION SYSTEMS, 15 INC., a Delaware corporation; HIDDEN VALLEY MOVING AND 16 STORAGE, INC., a California corporation; HIDDEN VALLEY 17 TRANSFER, INC., a California corporation; HIDDEN VALLEY 18 MOVING & STORAGE OF CENTRAL TEXAS, INC., a Texas 19 corporation; HIDDEN VALLEY MOVING GROUP, INC. an Arizona 20 corporation; PREMIER MOVING SYSTEMS, INC., a California 21 corporation; STORE & MOVE SOLUTIONS, INC., a California 22 corporation; BUG DOG PROPERTIES, LLC, a California 23 limited liability company; BCD CAPITAL PARTNERS, LLC, a Texas 24 limited liability company; BCD PROPERTIES, LLC, a California 25 limited liability company; BCD SOUTHWEST PARTNERS, LLC, an 26 Arizona limited liability company; and DOES 1-10, 27 Defendants. 28
ORDER GRANTING RECEIVER’S EX PARTE APPLICATION FOR ORDER AUTHORIZING SALE OF ASSETS (SULLIVAN MOVING & STORAGE, INC.)
Exhibit A, Page 000010 BN 18583744v1
1
After consideration of the Ex Parte Application for an Order Authorizing the
2 Sale of Assets (the “Application”) and supporting documentation, filed by Joel B. 3 Weinberg, the receiver herein (“Receiver”), and any opposition thereto, and all 4 arguments made at any hearing on the Application and good cause appearing 5 therefor: 6
IT IS ORDERED that the Application is GRANTED as follows:
7
1.
The proposed sale contemplated by the Application is in the best
8 interest of the Receivership Estate and the Personal Property (as defined in the 9 Application) was adequately marketed to find the highest and best offer for the 10 purchase thereof; 11
2.
The Receiver is authorized to enter into the purchase agreement (the
12 “Purchase Agreement”) with Sullivan Moving & Storage, Inc. (“Purchaser”) 13 pursuant to which the Receiver, as seller, will sell for $755,500.00 certain vehicles 14 and related assets of Hidden Valley to the Purchaser, a copy of which is attached as 15 Exhibit 3 to the declaration of Joel B. Weinberg filed in support of the Application; 16
3.
Notice relating to the Application is adequate.
17
4.
As specified in the Purchase Agreement, the Purchaser is purchasing
18 the P ur c h as ed
As s ets
on an “as is, where is” basis, without any
19 representations or warranties regarding the Purchased Assets by the Receiver 20 including, without limitation, any representations or warranties as to the physical 21 condition of the Purchased Assets. 22
5.
The Receiver is authorized to take all actions and to execute all
23 documents to carry out and effectuate the sale of the Purchased Assets, including, 24 but not limited to, escrow instructions and related documentation and conveyance 25 documents consistent with selling and conveying title to the Purchased Assets. 26
6.
The Receiver is authorized to modify the Purchase Agreement or
27 other documents related to the sale of the Purchased Assets should the Receiver, in 28
1 [PROPOSED] ORDER GRANTING RECEIVER’S EX PARTE APPLICATION FOR ORDER AUTHORIZING SALE OF ASSETS (SULLIVAN MOVING & STORAGE, INC.) Exhibit A, Page 000011 BN 18583744v1
1 good faith, believe that such modification is reasonable and required to best serve 2 the interests of the Receivership Estate provided that the monetary terms of the 3 modifications are not less favorable to the Receivership Estate than as set forth in 4 the Purchase Agreement. 7.
5
By closing escrow and taking title to th e Purchased Assets, the
6 Purchaser acknowledges that it has no recourse against the Receiver for any claim 7 or cause of action including, but not limited to, claims for defects or terms of 8 sale. 9
8.
This Court retains exclusive jurisdiction over any dispute that may
10 arise involving the Receiver with respect to the sale of the Purchased Assets 11 authorized by this Order. 12 13 DATED: June 30, 2015 14 15
______________________________ GEORGE H. WU, UNITED STATES DISTRICT JUDGE
16 17 18 19 20 21 22 23 24 25 26 27 28
2 [PROPOSED] ORDER GRANTING RECEIVER’S EX PARTE APPLICATION FOR ORDER AUTHORIZING SALE OF ASSETS (SULLIVAN MOVING & STORAGE, INC.) Exhibit A, Page 000012 BN 18583744v1
Exhibit B, Page 000013
DECLARATION OF STEVEN M. SPECTOR
1 2
I, Steven M. Spector, declare as follows:
3
1.
I am an attorney licensed to practice law in the State of California. I
4 am partner in the law firm of Buchalter Nemer, a Professional Corporation, 5 attorneys for the receiver herein, Joel B. Weinberg (the “Receiver”). I make this 6 declaration based on my personal knowledge, except as to those matters stated upon 7 information and belief, and as to those matters, I believe them to be true. If called 8 upon to testify, I could and would testify competently to the facts set forth herein. 9
2.
Because of my involvement in this action, I have access to, and
10 custody and control of, Buchalter’s files, documents and records related to the 11 Receivership Estate. I state that the records and documents referred to in this 12 Declaration constitute writings taken, made or maintained in the regular or ordinary 13 course of business of the Buchalter firm at or near the time of the act, condition, or 14 event to which they relate by persons employed by the Buchalter firm who had a 15 business duty to the Buchalter firm to accurately and completely take, make and/or 16 maintain such records and documents. 17
3.
Pursuant to Local Rule 7-19.1, I provided notice of the filing of the
18 Application to William Freeman, Esq. counsel for Plaintiff, Evan Smiley, Esq. 19 counsel for defendants who are subject to the receivership and to Michael Fletcher, 20 Esq., counsel for interested party GrandPoint Bank, as set forth in the email 21 addresses detailed below. Pursuant to this Court’s standing order, notice was 22 provided to these parties that any response to the Application must be filed within 23 24 hours of notice. Both Plaintiff’s counsel and Defendants’ counsel indicated that 24 they would not oppose the Application. 25 26 27 28 17 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
1
William B. Freeman
2
Katten Muchin Rosenman, LLP
3
Email: [email protected]
4
Attorneys for Plaintiff Wells Fargo Bank, N.A.
5 6
Evan D. Smiley
7
Smiley – Wang-Ekvall
8
Email: [email protected]
9
Attorneys for Defendants
10 11
Michael Gerard Fletcher
12
Frandzel Robins Bloom & Csato
13
Email: [email protected]
14
Attorneys for third party Grandpoint Bank
15 Attached hereto as Exhibit 1 is a true and correct copy of the ex parte notice. In 16 addition, on July 20, 2015 I transmitted via email this Application and Declarations 17 to Mr. J.W. Song of Donegal, Recano & Co., Inc. (“Donegal”) for deposit into the 18 Data Room previously established.
Donegal was previously engaged by the
19 Plaintiff and the Receiver to act as noticing agent for them respecting about 900 20 general creditors of the Operating Companies.
Per the Court’s order, I also
21 prepared and transmitted to Donegal for deposit into the Data Room previously 22 established a Notice to Creditors, a copy of which is attached hereto, marked 23 Exhibit 2 and incorporated hereat by reference. As the Court will see, the Notice 24 advises creditors of the filing of this Application (and Declarations). As soon as a 25 date and time of a hearing thereon and the right to object to the requested relief has 26 been established by the Court (if at all), I will place a further notice of the same in 27 the Data Room. 28 18 RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
I declare under penalty of perjury of the laws of the United States of America
1
2 that the foregoing is true and correct. Executed on July 20, 2015 at Los Angeles, 3 CA. 4 /s/ STEVEN M. SPECTOR STEVEN M. SPECTOR
5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 19
RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS BN 18581350v2
Exhibit 1, Page 000020
Exhibit 2, Page 000022
1 BUCHALTER NEMER A Professional Corporation 2 STEVEN M. SPECTOR (SBN: 51623) OREN BITAN (SBN: 251056) 1000 Wilshire Boulevard, Suite 1500 3 Los Angeles, CA 90017-2457 4 Telephone: (213) 891-0700 Fax: (213) 896-0400 5 Email: [email protected] Email: [email protected] 6 Attorneys for Joel B. Weinberg, Receiver 7 UNITED STATES DISTRICT COURT 8 CENTRAL DISTRICT OF CALIFORNIA 9 WELLS FARGO BANK, NATIONAL CASE No. 2:15-cv-02332-GW(PJWx) ASSOCIATION, 10 Plaintiff,
11 12
v.
13 HIDDEN VALLEY COMPANIES, INC., a California corporation; 14 HIDDEN VALLEY TRANSPORTATION SYSTEMS, 15 INC., a Delaware corporation; HIDDEN VALLEY MOVING AND 16 STORAGE, INC., a California corporation; HIDDEN VALLEY 17 TRANSFER, INC., a California corporation; HIDDEN VALLEY 18 MOVING & STORAGE OF CENTRAL TEXAS, INC., a Texas 19 corporation; HIDDEN VALLEY MOVING GROUP, INC. an Arizona 20 corporation; PREMIER MOVING SYSTEMS, INC., a California 21 corporation; STORE & MOVE SOLUTIONS, INC., a California 22 corporation; BUG DOG PROPERTIES, LLC, a California 23 limited liability company; BCD CAPITAL PARTNERS, LLC, a Texas 24 limited liability company; BCD PROPERTIES, LLC, a California 25 limited liability company; BCD SOUTHWEST PARTNERS, LLC, an 26 Arizona limited liability company; and DOES 1-10, 27 Defendants. 28
NOTICE TO CREDITORS OF: 1. RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS (SULLIVAN MOVING & STORAGE, INC.); AND 2. RIGHT TO OBJECT IN CONNECTION WITH RECEIVER’S EX PARTE APPLICATION
Exhibit 2, Page 000023
BN 18583678v2
1 TO THE CREDITORS: 2
1.
This notice is being placed in a Data Room to provide notice to
3 creditors of the entities listed in the above caption that, on July 20, 2015, Joel B. 4 Weinberg, the court-appointed receiver in this action (“Receiver”), filed an 5 application to the Court to obtain an order amending the Court’s prior Order 6 granting the Receiver’s application for authority to sell certain assets of certain of 7 the Hidden Valley entities to Sullivan Moving & Storage, Inc. The details of the 8 proposed amendment to the original Order are set forth more fully in the Receiver’s 9 Ex Parte Application for Order Amending Order Authorizing Sale of Assets 10 (Sullivan Moving & Storage, Inc.) (the “Application”), which has also been placed 11 in the Data Room. 12
2.
Creditors are urged to review the Application and all supporting
13 pleadings filed in connection with the Application in order to understand the 14 Receiver’s Application. Access to the Data Room is through the following website: 15 www.donlinrecano.com/hv. If you wish to communicate with the Receiver’s agent 16 about this matter, you may do so online at [email protected] or by 17 telephone at (877) 253-6850. 18
3.
The Receiver will file an additional notice respecting the manner and
19 time for creditors to object to the Application and regarding any hearing the Court 20 may set respecting this matter. 21 DATED: July 20, 2015 22 23
BUCHALTER NEMER A Professional Corporation By:/s/ STEVEN M. SPECTOR STEVEN M. SPECTOR Attorneys for JOEL B. WEINBERG, Receiver
24 25 26 27 28
1 NOTICE TO CREDITORS BN 18583678v2
Exhibit 2, Page 000024
1
PROOF OF SERVICE
2
CASE NO. 2:15-cv-02332-GW-PJW
3
I am employed in the County of Los Angeles, State of California, I am over the age of 18 and not a party to the within action; my business address is 1000 Wilshire Blvd., Suite 1500, Los Angeles, California 90017.
4 5 6 7 8
On July 23, 2015, I served the foregoing document(s) described as:
RECEIVER’S EX PARTE APPLICATION FOR ORDER AMENDING ORDER AUTHORIZING SALE OF ASSETS (SULLIVAN MOVING & STORAGE, INC.); MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; AND DECLARATIONS OF JOEL B. WEINBERG AND STEVEN M. SPECTOR
9 10 11 12 13 14 15 16 17 18 19 20
on the interested parties in this action, at the addresses listed below, as follows: See attached service list. (X) For Collection. By placing a true copy (copies) thereof enclosed in a sealed envelope(s), addressed as above, and by placing said sealed envelope(s) for collection and mailing on that date following ordinary business practices. I am “readily familiar” with the business’ practice for collection and processing of correspondence for mailing the U.S. Postal Service. Under that practice, it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid at Los Angeles, California, in the ordinary course of business. (X) Via NEF. The document will be served by the court via NEF and hyperlink to the document. On July 23, 2015, I checked the CM/ECF docket for this case and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email address(es) indicated on the attached service list. (X) Federal. I declare that I am employed in the office of a member of the bar of this court at whose direction the service was made. Executed on July 23, 2015, at Los Angeles, California.
21
/s/ SANDRA ALARCON SANDRA ALARCON
22 23 24 25 26 27 28
PROOF OF SERVICE BN 18131115v1
1 2 3 4
SERVED VIA NOTICE OF ELECTRONIC FILING (NEF) Oren Bitan [email protected],[email protected] Michael Gerard Fletcher [email protected],[email protected],[email protected]
5 6 7 8 9 10 11
Jessica M Mickelsen [email protected],[email protected],adelle.shafer@kattenla w.com,[email protected],[email protected] Bruce David Poltrock [email protected],[email protected],[email protected] Evan D Smiley [email protected] Steven M Spector [email protected],[email protected]
12 13 14 15
SERVED VIA U.S. MAIL William Bradley Freeman Katten Muchin Rosenman LLP 515 South Flower Street, Suite 1000 Los Angeles, CA 90071-2212
16 17 18 19 20 21 22 23 24 25 26 27 28
PROOF OF SERVICE BN 18131115v1
