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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re:
Chapter 11
ALTEGRITY, INC., et al., 1
Case No. 15-10226 (LSS) Debtors.
Jointly Administered
SUPPLEMENTAL AFFIDAVIT OF SERVICE I, Jordan D. Searles, depose and say that I am employed by Prime Clerk LLC (“Prime Clerk”), the claims and noticing agent for the Debtors in the above-captioned chapter 11 cases. On July 7, 2015, at my direction and under my supervision, employees of Prime Clerk caused the following document to be served via first class mail on the shareholders identified on the service list attached hereto as Exhibit A: •
(Customized) Notice Regarding Executory Contracts and Unexpired Leases to be Rejected and Related Procedures [a non-customized version of which is attached hereto as Exhibit B]
[Remainder of Page Intentionally Left Blank]
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The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Altegrity, Inc. (9985); Albatross Holding Company, LLC (2688); Albatross Marketing and Trading, LLC (8643); Altegrity Acquisition Corp. (1480); Altegrity Holding Corp. (1481); Altegrity Risk International LLC (6350); Altegrity Security Consulting, Inc. (5452); CVM Solutions, LLC (9526); D, D & C, Inc. (9552); Engenium Corporation (2269); FDC Acquisition, Inc. (2387); HireRight Records Services, Inc. (1944); HireRight Solutions, Inc. (8954); HireRight Technologies Group, Inc. (1660); HireRight, Inc. (5016); John D. Cohen, Inc. (1738); KCMS, Inc. (0085); KIA Holding, LLC (1333); Kroll Associates, Inc. (6880); Kroll Background America, Inc. (4830); Kroll Crisis Management Group, Inc. (3811); Kroll Cyber Security, Inc. (2393); Kroll Factual Data, Inc. (9911); Kroll Holdings, Inc. (4648); Kroll Inc. (1019); Kroll Information Assurance, Inc. (2283); Kroll Information Services, Inc. (2381); Kroll International, Inc. (1243); Kroll Ontrack Inc. (1650); Kroll Recovery LLC (7082); Kroll Security Group, Inc. (5514); National Diagnostics, Inc. (7132); Ontrack Data Recovery, Inc. (3148); Personnel Records International, LLC (0716); The Official Information Company (1805); US Investigations Services, LLC (9260); USIS International, Inc. (3617); and USIS Worldwide, Inc. (4258). The location of the Debtors’ corporate headquarters is 600 Third Avenue, 4th Floor, New York, NY 10016.
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Exhibit A
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Exhibit A Shareholder Service List Served via First Class Mail NAME Amy J. Siwik Angela B. Moore David H. Moore Delane Bennett Derek Hodge & Karen F. Hodge JTWROS Donlon Law, PLLC Ellis Tom Fisher Glenn Hudson Gloria Kiker Harrison McLeod Stewart J. Hubert Kiker & Mae K. Kiker JTWROS J. Scott Greene & Lydia G. Greene JTWROS James Doyle McDuffie James William Hincemon Jerry C. Neely & Linda D. Neely JTWROS Joe E. Greene John E. Cebe Judy Broadway Hincemon Phillip R. Greene Stephanie C. Chen Stephanie Ross Stewart William G. Stewart William Hunter Stewart
In re: Altegrity, Inc., et al. Case No. 15-10226 (LSS)
ADDRESS 1 REDACTED REDACTED REDACTED REDACTED REDACTED Attn: Robert M. Donlon REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED
ADDRESS 2 REDACTED REDACTED REDACTED REDACTED REDACTED 14910 McKemey Place REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED
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ADDRESS 3 REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED
CITY REDACTED REDACTED REDACTED REDACTED REDACTED Charlotte REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED
STATE REDACTED REDACTED REDACTED REDACTED REDACTED NC REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED
ZIP REDACTED REDACTED REDACTED REDACTED REDACTED 28277 REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED
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Exhibit B
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11
In re:
Case No. 15-10226 (LSS)
ALTEGRITY, INC., et al.,1 Debtors.
Jointly Administered Ref. Docket Nos. 532 and 533
NOTICE REGARDING EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO BE REJECTED AND RELATED PROCEDURES PLEASE TAKE NOTICE THAT: 1. Executory Contracts and Unexpired Leases to be Rejected. Pursuant to Article VI of the Joint Chapter 11 Plan of Altegrity, Inc., Et. Al. [Docket No. 532] (as it may be amended, the “Plan”),2 Altegrity, Inc. and its related debtors, as debtors and debtors in possession (collectively, the “Debtors”) have filed a version of Exhibit N-1 of the Plan Supplement listing the executory contracts and unexpired leases relating to the Operating Debtors that they intend to reject. The Debtors may amend Exhibit N-1 prior to 5:00 p.m. (prevailing Eastern Time) on the Business Day immediately prior to the commencement of the Confirmation Hearing in order to add, delete, or reclassify any executory contract or unexpired lease to be rejected, subject to certain extensions, limitations, and exceptions set forth in the Plan. Certain executory contracts and/or unexpired leases to which you or an affiliate are a party
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2
The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Altegrity, Inc. (9985); Albatross Holding Company, LLC (2688); Albatross Marketing and Trading, LLC (8643); Altegrity Acquisition Corp. (1480); Altegrity Holding Corp. (1481); Altegrity Risk International LLC (6350); Altegrity Security Consulting, Inc. (5452); CVM Solutions, LLC (9526); D, D & C, Inc. (9552); Engenium Corporation (2269); FDC Acquisition, Inc. (2387); HireRight Records Services, Inc. (1944); HireRight Solutions, Inc. (8954); HireRight Technologies Group, Inc. (1660); HireRight, Inc. (5016); John D. Cohen, Inc. (1738); KCMS, Inc. (0085); KIA Holding, LLC (1333); Kroll Associates, Inc. (6880); Kroll Background America, Inc. (4830); Kroll Crisis Management Group, Inc. (3811); Kroll Cyber Security, Inc. (2393); Kroll Factual Data, Inc. (9911); Kroll Holdings, Inc. (4648); Kroll Inc. (1019); Kroll Information Assurance, Inc. (2283); Kroll Information Services, Inc. (2381); Kroll International, Inc. (1243); Kroll Ontrack Inc. (1650); Kroll Recovery LLC (7082); Kroll Security Group, Inc. (5514); National Diagnostics, Inc. (7132); Ontrack Data Recovery, Inc. (3148); Personnel Records International, LLC (0716); The Official Information Company (1805); US Investigations Services, LLC (9260); USIS International, Inc. (3617); and USIS Worldwide, Inc. (4258). The location of the Debtors’ corporate headquarters is 600 Third Avenue, 4th Floor, New York, NY 10016. On May 15, 2015, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) approved the Disclosure Statement (the “Disclosure Statement”) for the Plan for use by the Debtors in soliciting acceptances or rejections of the Plan [Docket No. 533]. Copies of the Disclosure Statement, the Plan, the Plan Supplement, and the order approving the Disclosure Statement can be obtained by accessing the website established by the Debtors’ claims and noticing agent, Prime Clerk, at https://cases.primeclerk.com/Altegrity. Unless otherwise defined herein, each capitalized term shall have the meaning ascribed to it in the Plan.
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appear on Exhibit N-1 of the Plan Supplement (and are identified in Exhibit A attached hereto) and thus are identified for rejection.3 2. Reservation of Rights. The Debtors and the Reorganized Debtors, as applicable, reserve the right to seek to reclassify the proposed treatment of such executory contract or unexpired lease at any time before the rejection with respect to such executory contract or unexpired lease is determined by a Final Order. 3. Rejection Claims. You must file a proof of claim with the Debtors’ claims and noticing agent, Prime Clerk, for any claim arising from the rejection of an executory contract or unexpired lease (a “Rejection Claim”) no later than 5:00 p.m. (prevailing Eastern Time) on the date that is thirty (30) calendar days after entry of an order of the Bankruptcy Court (including the Confirmation Order) approving the rejection of such executory contract or unexpired lease (the “Rejection Bar Date”) by first class mail, overnight courier or hand delivery at the following address: Altegrity, Inc. Claims Processing c/o Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 The following procedures for the filing of proofs of claim shall apply:
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(i)
Proofs of claim must conform substantially to the proof of claim form on the website established for these chapter 11 cases, http://cases.primeclerk.com/altegrity or Official Form 10, which can be found at www.uscourts.gov/bkforms, the Official Website for the United States Bankruptcy Courts;
(ii)
Proofs of claim must set forth with specificity the legal and factual basis for the alleged claim, the name of the person authorized to settle such claim, and the contact information for such person;
(iii)
Proofs of claim may not be delivered by facsimile, telecopy, or electronic transmission;
(iv)
Proofs of claim shall be deemed timely filed only if actually received by Prime Clerk or the Bankruptcy Court on or before the applicable Rejection Bar Date;
(v)
Proofs of claim must (a) be signed by the claimant or, if the claimant is not an individual, by an authorized agent of the claimant; (b) include supporting documentation for the claim (if voluminous, attach a summary) or an explanation
This Notice is being sent to counterparties of third-party contracts and leases. Receipt of this Notice is not an admission by the Debtors that any of the contracts or leases listed on Exhibit A are executory contracts or unexpired leases, or that any Debtor, or its respective Affiliates has any liability thereunder. Subject to the terms of the Plan, the Debtors reserve the right to assert that any of the contracts or leases listed on Exhibit A are not executory contracts or unexpired leases.
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as to why such documentation is not available; and (c) be written in the English language; and (vi)
Proofs of claim must specify by name and case number the Debtor against which the proof of claim is filed. If you are asserting a claim against more than one Debtor, separate proofs of claim must be filed against each such Debtor and you must identify on your proof of claim the specific Debtor and case number against which your claim is asserted.4
4. CONSEQUENCES OF FAILURE TO FILE A PROOF OF CLAIM. ANY HOLDER OF A REJECTION CLAIM THAT FAILS TO TIMELY FILE A PROOF OF CLAIM IN THE APPROPRIATE FORM WILL BE FOREVER BARRED FROM ASSERTING SUCH REJECTION CLAIM AGAINST THE DEBTORS AND THEIR CHAPTER 11 ESTATES AND FROM PARTICIPATING IN ANY DISTRIBUTION IN THE DEBTORS’ CASES ON ACCOUNT OF SUCH REJECTION CLAIM. A holder of a possible Rejection Claim against the Debtors should consult an attorney if such holder has any questions regarding this Notice, including whether the holder should file a proof of claim.
Dated:
June 16, 2015 Wilmington, Delaware
/s/ Ryan M. Bartley YOUNG CONAWAY STARGATT & TAYLOR, LLP Edmon L. Morton (No. 3856) Joseph M. Barry (No. 4221) Ryan M. Bartley (No. 4985) Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 576-2615 Fax: (302) 571-1253 -andDEBEVOISE & PLIMPTON LLP M. Natasha Labovitz Jasmine Ball Craig A. Bruens 919 Third Avenue New York, New York 10022 Tel: (212) 909-8979 Fax: (212) 909-6836 Co-Counsel for the Debtors and Debtors in Possession
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The Debtors in these cases are listed in the first footnote of this Notice.
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EXHIBIT A
Debtor Entity
Altegrity Holding Corp., HireRight, Inc., and National Diagnostics, Inc
Contract Counterparty The Shareholders of National Diagnostics, Inc. (Phillip R. Greene, William G. Stewart, Joe E. Greene, Judy Broadway Hincemon, William Hunter Stewart, Stephanie Ross Stewart, Harrison McLeod Stewart, James William Hincemon, John E. Cebe, J. Scott Greene & Lydia G. Greene JTWROS, Derek Hodge & Karen F. Hodge JTWROS, Stephanie C. Chen, Jerry C. Neely & Linda D. Neely JTWROS, Angela B. Moore, David H. Moore, J. Hubert Kiker & Mae K. Kiker JTWROS, James Doyle McDuffie, Gloria Kiker, Delane Bennett, Ellis Tom Fisher, and Amy J. Siwik)
Description of Contract
PURCHASE AGREEMENT by and among Altegrity Holding Corp., HireRight, Inc., National Diagnostics, Inc., and the Shareholders of National Diagnostics, Inc., Dated as of November 5, 2009