Case 19-10303-KJC Doc 61 Filed 03/05/19 Page 1 of 30 1515 ... · Case 19-10303-KJC Doc 61 Filed...

Case 19-10303-KJC Doc 61 Filed 03/05/19 Page 1 of 30

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1515-GEENERGY HOLDING CO. LLC, et al.

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DELAWARE

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19-10303

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X

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See Exhibit A: 3 Week Budget

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of Coverage

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See Exhibit B: Cert. of Insurance/Summary

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See Exhibit C: Interim Order & Supplements

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See Exhibit D: Schedule of Retainers


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Exhibit A

Great Eastern Energy Three Week Disbursement Budget with Estimate of Accrued Administrative Expenses

2/15/2018 2/19/2019 2/20/2018 2/21/2018 2/22/2018 2/25/2019 2/26/2018 2/27/2018 2/28/2018 3/1/2018 3/4/2019 3/5/2019 3/6/2019 3/7/2019 3/8/2019 Total

Administrative Accrual

Estimate

Receipts

Electric Receipts 831,200 787,534 396,852 444,231 3,090,792 2,567,041 843,052 914,175 973,156 462,561 670,406 907,873 642,090 1,349,834 577,234 15,458,031

Gas Receipts 150,481 157,214 258,489 249,169 5,304,784 306,423 191,444 247,295 223,862 257,589 271,512 333,753 252,184 194,238 505,193 8,903,630

Other -

Total Receipts 981,681 944,748 655,342 693,399 8,395,577 2,873,464 1,034,496 1,161,470 1,197,018 720,150 941,918 1,241,626 894,273 1,544,072 1,082,427 24,361,661

Power Settlement

Electric Supply/Settlements PJM - - - 933,690 - - - 980,420 - 980,420 2,894,531

Refer to paragraph (10) of

Interim Cash Collateral Order

Gas Settlement

Gas Supply NY 629,800 157,450 157,450 157,450 472,350 157,450 157,450 157,450 157,450 472,350 157,450 157,450 157,450 157,450 472,350 3,778,800

Gas Supply NJ 112,800 28,200 28,200 28,200 84,600 28,200 28,200 28,200 28,200 84,600 28,200 28,200 28,200 28,200 84,600 676,800

Gas Supply MA 197,400 49,350 49,350 49,350 148,050 49,350 49,350 49,350 49,350 148,050 49,350 49,350 49,350 49,350 148,050 1,184,400

Total Gas Settlement 940,000 235,000 235,000 235,000 705,000 235,000 235,000 235,000 235,000 705,000 235,000 235,000 235,000 235,000 705,000 5,640,000



Operating Disbursments

Payroll, Taxes & Benefits 215,000 45,000 30,000 290,000 393,750

Consulting Fees 5,000 5,000 7,500

Sales Tax - MA 350,000 350,000 729,406

Sales Tax - NJ 350,000 350,000 729,406

Sales Tax - NY 420,000 420,000 875,287

GRT Tax - NY 75,000 75,000 104,201

Sales Tax - CT 25,000 25,000 34,734

Gas Pipeline Invoices 440,222 156,018 596,240



Commissions -

Total Operating Disbursements - - 1,240,222 - 576,018 - - 220,000 - 45,000 30,000 - - - - 2,111,240

SG&A Expenses

Rent Expense 31,000 31,000

Rec Broker Commission -

Advertizing & Marketing Expense 1,500 1,500 3,000 1,500 7,500

Insurance Expense - (WC/Liability/Property) -

Legal & Accounting Expense 10,000 10,000 10,000 10,000 40,000

Interest Expense 677,741 677,741

Telephone & Utilities 4,000 4,000 - 8,000

Equipment Lease/Rental 500 500 1,000

Office Expense & Supplies 4,500 4,500 3,000 3,000 15,000

Office Cleaning 1,500 1,500 - 3,000

Computer Expenses 15,000 15,000 7,500 7,500 45,000

Repairs & Maintenance 1,000 1,000 1,000 1,000 4,000

Vehicle & Travel Expenses 5,500 5,500 5,500 5,500 22,000

Collection Expenses -

Bank Fees & Credit Card Fees 750 750 750 750 3,000

Postage 250 250 250 250 1,000

Total SG&A Expenses 44,000 - - - 39,000 - - - 714,241 31,000 - - - 30,000 - 858,241 92,500

Professional Fees/UST Fee 5,000 5,000 960,000

Total Disbursements 984,000 235,000 1,475,222 235,000 2,253,708 235,000 235,000 455,000 1,934,661 781,000 265,000 235,000 235,000 1,245,420 705,000 11,509,011 3,926,783

-

Net Cash Flow (2,319) 709,748 (819,880) 458,399 6,141,869 2,638,464 799,496 706,470 (737,643) (60,850) 676,918 1,006,626 659,273 298,652 377,427 12,852,650

Beginning Book Balance (combined Revenue & Operating Accounts)

Ending Book Balance (combined Revenue & Operating Accounts)

Note:

(a) -Gas Settlements costs will vary based on market price and weather (spot market purchases)

(b) -Reflects assumptions related cessation of business with New York and New England ISOs, these ISOs have recourse in relation to posted collateral

(c) -Assumes adequate protection payment equal to non-default contract interest rate of aggregate outstanding amount of Secured Obligations

(d) -Includes an estimate for investment banker 1st monthly retainer in accrual, but does not reflect transaction fee

(e) -Ch.11 treatment of REC liabilities continue to be assessed and are not reflected herein

(f) -3rd Party Commissions are assumed to not be paid in projection, treatment to be determined, which may result in administrative liabilities not reflected above

(g) -Dual Billing Receipts are not included in Electric & Gas Reciepts. Gas ~ $245K Electric ~$723K

(h) -Electric receipts assume NY/NE Electric LDCs do not holdback any POR payments

(i) -The SG&A accrual does not include an accrual for Macquarie interest, The Debtor assumes Macquarie will adjust The loan obligations for any accrued administriative interet liability

Great Eastern Energy

Three Week Budget

DRAFT



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Exhibit B







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Exhibit C

Case 19-10303-KJC Doc 32 Filed 02/19/19 Page 1 of 8Case 19-10303-KJC Doc 61 Filed 03/05/19 Page 11 of 30








Case 19-10303-KJC Doc 32-1 Filed 02/19/19 Page 1 of 2Case 19-10303-KJC Doc 61 Filed 03/05/19 Page 19 of 30

Case 19-10303-KJC Doc 32-1 Filed 02/19/19 Page 2 of 2Case 19-10303-KJC Doc 61 Filed 03/05/19 Page 20 of 30

PHIL1 7641178v.2

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

)In re: ) Chapter 11

)1515-GEENERGY HOLDING CO. LLC, et al.,1 ) Case No. 19-10303 (KJC)

)Debtors. )

)(Jointly Administered)

) Related to Docket Nos. 6, 32

DEBTORS’ SUPPLEMENT TO MOTION FOR ENTRY OF AN INTERIM AND FINALORDER (I) AUTHORIZING THE DEBTORS TO (A) CONTINUE TO OPERATE

THEIR CASH MANAGEMENT SYSTEM, (B) HONOR CERTAIN PREPETITION OBLIGATIONS RELATED THERETO, AND (C) MAINTAIN

EXISTING BUSINESS FORMS, AND (II) GRANTING RELATED RELIEF

The above captioned debtors and debtors-in-possession (collectively, the “Debtors”),2

respectfully state the following in support of this supplement:

Jurisdiction and Venue

1. The United States Bankruptcy Court for the District of Delaware (the “Court”)

has jurisdiction over this matter pursuant to 28 U.S.C. § 157 and the Amended Standing Order of

Reference from the United States District Court for the District of Delaware, dated February 29,

2012. The Debtors confirm their consent, pursuant to Rule 7008 of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 9013-1(f) of the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”), to the entry of a final order by the Court in connection with the

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, include: 1515 GEEnergy Holding Co. LLC (0428); BBPC, LLC (0428). The location of the Debtors’ service address is: 1515 Sheepshead Bay Road, Brooklyn, NY 11235.

2 A detailed description of the Debtors and their businesses, and the facts and circumstances supporting this motion and the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of Allan Brenner, in Support of Chapter 11 Petitions and First Day Motions (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), on February 14, 2019 (the “Petition Date”).


2PHIL1 7641178v.2

related Motion (as defined herein) to the extent that it is later determined that the Court, absent

consent of the parties, cannot enter final orders or judgments in connection herewith consistent

with Article III of the United States Constitution.

2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core

proceeding pursuant to 28 U.S.C. §157(b)

Background

3. The Debtors were formed in 2000 and have grown to provide commodity supply

of natural gas and electricity, energy management, energy software solutions, and LED

conversions New York, New Jersey, Massachusetts, and Connecticut.

4. On February 14, 2019, the Debtors filed the Debtors’ Motion for Entry of an

Interim and Final Order (I) Authorizing the Debtors to (A) Continue to Operate Their Cash

Management System, (B) Honor Certain Prepetition Obligations Related Thereto, and (C)

Maintain Existing Business Forms, and (II) Granting Related Relief (Docket No. 6, the

“Motion”)3.

5. On February 19, 2019, the Court entered an order (Docket No. 32, the “Interim

Order”) approving the Motion on an interim basis.

6. Subsequent to the entry of the Interim Order, the Debtors have discovered two

additional accounts in their name held at JPMorgan Chase Bank, N.A. (“Chase”). Immediately

upon discovery of the accounts, the Debtors froze all outflows from the accounts. The Debtors

have further determined that on February 15, 2019, a payment of $31,011.56 was debited from

the account by a supplier to the Debtors that was scheduled prepetition. Other than this payment,

3 Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to them in the Motion.


3PHIL1 7641178v.2

no outflows have occurred from the accounts since the Petition date and have ensured that no

future outflows will occur without action by the Debtors, with the approval of this Court.

7. One of the accounts, (the “Cashing Account”) was historically used to cash

checks and for petty cash. There has been no material activity in the Cashing Account for

several years prior to the Petition Date.

8. The other account, (the “Greenlight Account,” together with the Cashing

Account, the “Chase Accounts”) was used to service one customer, Greenlight. The Debtors and

Greenlight are parties to certain agreements whereby Greenlight engaged the Debtors to act as

their exclusive supplier of gas and power. The Debtors intend to transition the Greenlight

business to a different supplier and will seek separate authority from this Court to approve such

transition (the “Transition Motion”). The receivables generated by Greenlight’s sales of gas and

power were deposited into the Greenlight Account. Payments were made out of the account to

satisfy the gas and power purchased by the Debtors for Greenlight and other expenses of the

Debtors, with the remainder being paid to Greenlight after reconciliation of the monthly receipts

and disbursements. The Greenlight Account is held in the Debtors’ name in order to ensure that

the Debtors’ obligations are paid prior to Greenlight obtaining any payments from the Accounts.

Relief Requested

9. The Debtors seek to reincorporate the Chase Accounts into their cash

management system and seek to have the relief requested in the Motion apply to the Chase

Accounts and treat them as a Bank Account under the Motion upon entry of a final order

approving the Motion. The Debtors also seek to have Chase treated as a Bank under the Cash

Management System. Accordingly, the Debtors seek to substitute the listing of Bank Accounts

attached hereto as Exhibit 1 for the list of Bank Accounts to be attached to the final order

approving the Motion.


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Integration of the Chase Accounts Into the Cash Management System

10. The Debtors’ Cash Management System is more fully described in the Motion.

Generally, the Debtors have two main accounts, the Depository Account and the Disbursement

Account. Receipts from customers flow into the Depository Account. Funds are transferred

from the Depository Account to the Disbursement Account and all of the Debtors’ disbursements

are made from the Disbursement Account.

11. The Cashing Account has not been materially active in recent years. The Debtors

suggest that such account will likely not serve a material function in the operation of the

Debtors’ businesses during these cases. The Debtors’ seek to treat the Cashing Account as a

Bank Account and incorporate the Cashing Account into their reporting.

12. The Debtors seek to treat the Greenlight Account as a Bank Account and

reintegrate the account into their cash management system until the account becomes no longer

necessary pursuant to the Transition Motion. This reintegration would allow for operating

expenses relating to Greenlight to be paid from the Greenlight Account as well as paying to

Greenlight any amounts due to it from the Account. The Debtors do not intend to transfer the

cash accumulating in the Greenlight Account to the Depository Account at this time. The

Debtors intend to address the funds in the Greenlight Account pursuant to the Transition Motion.

II. Compliance with U.S. Trustee Guidelines.

13. Chase is designated as authorized depository by the Office of the United States

Trustee for the District of Delaware (the “U.S. Trustee”), pursuant to the Operating Guidelines

and Reporting Requirements for Debtors in Possession and Trustees (the “U.S. Trustee

Guidelines”). Chase is a party to a uniform depository agreement (a “UDA”) with the Office of

the United States Trustee for the District of Delaware (the “U.S. Trustee”), and therefore the


5PHIL1 7641178v.2

Debtors believe the Bank Accounts at these institutions will be collateralized in a manner

consistent with the requirements of section 345 of the Bankruptcy Code. Additionally, the

Debtors maintain that Wells Fargo is well-capitalized and insured by the Federal Deposit

Insurance Corporation, and therefore the Debtors can maintain all of the Bank Accounts without

jeopardizing any party in interest.

Basis for Relief

14. The Basis for relief to maintain the Debtors’ cash management system is more

fully set forth in the Motion, which is incorporated herein by reference. The Chase Accounts are

frozen at this time. The Debtors submit that incorporating the Chase Accounts into the Cash

Management System is permitted and beneficial for the reasons set forth in the Motion. The

Debtors further submit that the Chase Accounts are subject to the same monitoring and reporting

protections as the remainder of the Cash Management System.

Notice

15. The Debtors will provide notice of this supplement to: (a) the Office of the United

States Trustee for the District of Delaware; (b) the holders of the 30 largest unsecured claims

against the Debtors (on a consolidated basis); (c) counsel to Macquarie Energy LLC and

Macquarie Investments US Inc.; (d) the United States Attorney’s Office for the District of

Delaware; (e) all banks at which the Bank Accounts are maintained; and (f) any party that has

requested notice pursuant to Bankruptcy Rule 2002.


6PHIL1 7641178v.2

WHEREFORE, the Debtors respectfully request that the Court enter a final order with

respect to the Motion including the amended list of bank accounts attached hereto as Exhibit 1.

Dated: March 5, 2019Wilmington, Delaware /s/ Michael W. Yurkewicz

Domenic E. Pacitti (DE Bar No. 3989)Michael W. Yurkewicz (DE Bar No. 4165)KLEHR HARRISON HARVEY BRANZBURG LLP919 North Market Street, Suite 1000Wilmington, Delaware 19801Telephone: (302) 426-1189Facsimile: (302) 426-9193Email: [email protected]

[email protected]

Morton R. Branzburg (admitted pro hac vice)KLEHR HARRISON HARVEY BRANZBURG LLP1835 Market Street, 14th FloorPhiladelphia, PA 19103Telephone: (215) 569-2700Facsimile: (215) 568-6603Email [email protected]

Steven S. Newburgh (admitted pro hac vice)MCLAUGHLIN & STERN, PLLCCityPlace Office Tower, Suite 1700West Palm Beach, FL 33401Telephone: (561) 659-4020Email: [email protected]

Proposed Counsel to the Debtors


PHIL1 7641178v.2

EXHIBIT 1

Amended Bank Accounts to be Attached to Final Order


PHIL1 7641178v.2

BANK ACCOUNT LIST

No. Account Name Debtor Account Bank

Account No.

1 Deposit Account BBPC, LLC Wells Fargo XXXXXX8700

2 Disbursement Account BBPC, LLC Wells Fargo XXXXXX6639

3 Cashing Account BBPC, LLC Chase XXXXXXXXXXX5575

4 Greenlight Account BBPC, LLC Chase XXXXXXXXXXX2553



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Exhibit D

In re 1515-GEENERGY HOLDING CO. LLC, et al. Case No. 19-10303

Debtor Reporting Period: February 15 - 28, 2019

Number Date Name of Payor

Mclaughlin Stern Wire 2/12/2019 Great Eastern Energy 225,000.00$ 125,000.00$ 100,000.00$

Klehr Harrison Wire 2/12/2019 Great Eastern Energy 250,000.00$ 110,758.00$ 139,242.00$

GlassRatner Wire 2/12/2019 Great Eastern Energy 150,000.00$ 48,566.00$ 101,434.00$

Omni Wire 2/12/2019 Great Eastern Energy 50,000.00$ 1,729.00$ 48,271.00$

[1] Balance as of filing, February 15, 2019.

Balance[1]

SCHEDULE OF RETAINERS PAID TO PROFESSIONALS

(This schedule is to include each Proessional paid a retainer)

Payee

Check

Amount

Amount Applied to

Date


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