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UMB Mamtek Disclosure

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    NOTICE REGARDING RECENT DEVELOPMENTS AND SUMMARY OFBONDHOLDER CALL

    (NOTICE #3)

    THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF MOBERLY,MISSOURI ANNUAL

    APPROPRIATION CAPITAL PROJECT BONDS

    (PROJECT SUGAR)

    SERIES 2010-A,SERIES 2010-B AND SERIES 2010-C(THE BONDS)

    *CUSIPS: 607010AB1,607010AC9,607010AD7,607010AE5,607010AG0,607010AF2 AND 607010AH8

    Please forward this Notice to beneficial holders.

    UMB Bank, N.A. serves as Trustee (Trustee) for the holders of the above-referenced Bondspursuant to that certain Indenture of Trust dated as of July 1, 2010 (the Indenture) between TheIndustrial Development Authority of the City of Moberly, Missouri (the Authority), the City ofMoberly, Missouri (the City) and the Trustee. The Bonds are secured by, among otherobligations, that certain Financing Agreement dated July 1, 2010 (the Financing Agreement)between the Authority and the City, a Security Agreement dated as of July 1, 2010 (the SecurityAgreement) between the City and the Trustee, a First Deed of Trust dated July 1, 2010 (theDeed of Trust) between the City, the Mortgage Trustee and the Trustee, and an AssignmentAgreement dated as of July 1, 2010 (the Security Assignment) between the City and the

    Trustee. The Indenture, Financing Agreement, Security Agreement, Deed of Trust, SecurityAssignment and other documents evidencing the Bonds and/or obligations associated with theBonds are described herein as the Bond Documents.

    A. REVENT DEVELOPMENTS1. Assignment for the Benefit of Creditors. On September 28, 2011, the Trustee

    received a document entitled General Assignment for the Benefit of Creditors dated September26, 2011, by and between Mamtek, U.S., Inc. (Mamtek) and Development Specialists, Inc.(DSI). Pursuant to said instrument, Mamtek has assigned its assets to DSI, as assignee for thebenefit of creditors, to be liquidated and distributed to creditors pursuant to Section 1800 of the

    California Code of Civil Procedure. The Trustee is reviewing the implications of this assignmentwith its counsel.

    2. Agreement between the City and American Sucralose Manufacturing, Inc. On theafternoon of September 27, 2011, counsel to the City delivered the attached agreement betweenthe City of Moberly and American Sucralose Manufacturing, Inc. As reported during theBondholder Call on September 23, 2011 and discussed in more detail below, the Trustee wasinvolved in preliminary discussions with Bruce Cole and the City regarding this proposal;

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    however, the Trustee was not involved in the negotiations of this agreement and only becameaware of it when delivered. The Trustee is reviewing the implications of this agreement with itscounsel.

    3. Continuing Investigation. The Trustee is continuing to pursue its investigation to

    determine the facts resulting in the abandonment by Mamteck of the Project and the resultingramifications thereof as well as how to best preserve and enforce the Bondholder rights withrespect to the collateral and possible causes of action for recovery by the Bondholders.

    B. SUMMARY OF BONDHOLDER CALL ON SEPTEMBER 23, 2011A conference call for holders of the Bonds took p1ace on September 23, 2011. A

    summary of the call follows:

    1. Mark Flannagan of UMB Bank, n.a., discussed the Citys failure to appropriatewithout limitation. This issue is more fully discussed in Notice #2. Mr. Flannagan reported thathe had a conference call with representatives of the City in which he asked that the City to inform

    the Trustee of its intentions with respect to appropriation. Representatives of the City stated thatthey would get back to the Trustee on this issue within a week. On September 28, 2011, theTrustee received an email from counsel to the City referencing the agreement between the Cityand American Sucralose Manufacturing, Inc. and stating: The City Council has made no furtherdecision at this time.

    2. Mr. Flannagan reported that, as of the date of the call, the balances in the fundsheld by the Trustee are as follows:

    2010-A Debt Service Reserve Fund $ 180,096.882010-B Debt Service Reserve Fund $ 216,592.562010-C Debt Service Reserve Fund $1,999,430.402010-A Project Fund $ 45,739.792010-B Project Fund $1,964,919.142010-C Project Fund $ 19.09

    3. Mr. Flannagan reported on developments and various meetings and discussions hehas had since failure to receive the Basic Payment. It is the Trustees understanding that as of thedate of the failure to receive the Basic Payment, Bruce Cole was the CEO of both Mamtek, U.S.,Inc., a Delaware corporation (Mamtek), and Mamtek International, a Hong Kong corporation.On September 1, 2011, Peter Kravitz was elected to serve as President of Mamtek. Bruce Coleretained his position as CEO. Prior to September 1, 2011, Mr. Cole had agreed to a September 7,2011meeting in Moberly, Missouri to discuss steps to cure Mamteks payment default and get the

    Project back on track. After his appointment as President, Mr. Kravitz contacted Cityrepresentatives and informed them that the September 7 meeting would need to be pushed back toSeptember 19 in order to give him additional time to assess the situation. A phone conferencebetween representatives of Mamtek, the City and the Trustee took place on September 7, 2011. Inthis call, Mr. Cole estimated that an additional $20 million is needed to complete the Project. Mr.Kravitz asked the City and Trustee to consider a formal forbearance agreement, stating it wouldassist Mamtek with fund raising. A call was scheduled for September 9, 2011 to discuss apossible forbearance in more detail.

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    On September 8, 2011, the Trustee was notified by the SEC that it would be receiving asubpoena regarding the Project. The Trustee was subsequently informed by City representativesthat this investigation had been going on for several months and that subpoenas had been sent tothe City, Mamtek and Pellegrino and Associates, who appraised the intellectual property inconnection with the financing. In addition to more general items, the subpoena, received by the

    Trustee on September 9, 2011, requested information relating to Project requisitions. Section 505of the Indenture provides that the Trustee shall make payment from the Project Funds upon thewritten request of an authorized representative of the City and the Trustee shall be entitled toconclusively rely upon such request without further investigation.

    On the September 9, 2011 call scheduled to discuss a possible forbearance, Mr. Kravitzstated that he believed that approximately $30 million would be needed to complete the Project.He also stated that he did not believe that certain intellectual property held in escrow inconnection with the bond issuance had significant value. Mr. Kravitz stated that he believed theProject was viable and that he believed Mamtek possessed significant valuable resources andintellectual property, largely vested in the Project Manager, Jeff Howard. The parties on the calldiscussed possible terms for a forbearance. It was agreed that the City and Trustee would provide

    written terms to Mamtek and that Mamtek would convene its Board and provided a response bythe middle of the following week. Later that day, the City and Trustee provided Mamtek withwritten terms for the proposed forbearance, which included among other terms the requirementthat Mamtek immediately deposit with the Trustee funds sufficient to make the next debt servicepayment ($1,005,910.63) and that the forbearance agreement be approved by the Bondholders.

    On September 14, 2011, Mark Flannagan and Jason McConnell of UMB Bank, n.a., metwith Jeff Howard, the Mamtek Plant Manager, in Moberly, Missouri. Mr. Howard had joinedMamtek four months prior to the meeting. Mr. Howard stated that when he joined Mamtek, hewas surprised to find that the Project design was incomplete. He stated that in order to determinethe cost to complete the Project, it was necessary to complete the design and do a line by line

    analysis of each cost. He stated that this analysis was only completed in the last couple of weeks.He stated that, as a result of this analysis, he believes it will cost approximately $44.5 million tocomplete the Project, which includes approximately $6 million to pay off existing debt. Mr.Howard stated that he believed that the Project had been badly mismanaged before he arrived atMamtek. As an example, he stated that $7 million dollars was spent on Project design costs notultimately used in the final Project design. Mr. Howard stated that relevant manufacturing patentshad expired recently and that the final Project design utilized these now available processes andthat, in his view, the escrowed intellectual property of Mamtek is of little value. Mr. Howard wasof the view that the Project was a viable business and that it could, as designed, manufacture 500tons of sucralose per year upon completion. Mr. Howard stated that he had made some roughestimates based upon certain assumptions regarding the future market price for sucralose and thatbased upon these tentative estimates he thought the completed Project could generate

    approximately $13 million in income before debt service. Mr. Howard stated that he was withoutsufficient accounting resources to fully verify his estimate. Mr. Howard stated that if it becamenecessary to liquidate the Project there is equipment of value, such as several large stainless steelcontainers with an original purchase price of approximately $7 million and refrigerationequipment with an approximate original purchase price of $5 million.

    As previously reported in Notice #2, on September 15, 2011 Mr. Kravitz advised the Cityand the Trustee that representatives of Mamtek would not be attending the meeting scheduled for

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    September 19, 2011 and indicated that the City and Trustee should take steps to secure theProject.

    Mr. Flannagan reported that he participated in a call with Bruce Cole and representativesof the City on September 21, 2011. Mr. Cole stated that he is no longer an officer of Mamtek. He

    stated that a new company he is forming, American Sucralose Manufacturing, Inc., would like tosucceed to Mamteks interest as manager of the Project. Mr. Cole stated that the company couldraise $5 million before the Citys cure period runs and that approximately $3.2 million could beused to replenish the Debt Service Reserve Funds. Mr. Cole stated that an additional $30 millioncould be raised fairly shortly following that period. Following that call, Mr. Flannagan had a callwith representatives of the City in which he advised the City that he would consult bondholdersregarding the proposal. The Trustee had no further conversations with representatives of the Cityor American Sucralose Manufacturing, Inc. until the signed agreement, discussed above, wasdelivered to the Trustee.

    As of the date hereof, the Trustee has no independent information to verify comments ofthe persons described above.

    C. RETENTION OF COUNSEL

    The Trustee has retained the law firm of Spencer, Fane, Britt & Browne LLP and specificallyNorman Fretwell and Adam LaBoda of that firm to assist it in matters relevant to the Bonds.

    D. UNOFFICIAL BONDHOLDERS COMMITTEE

    Certain institutional Bondholders have joined an unofficial committee which may receiveconfidential information and participate in strategy discussions and negotiations along with theTrustee and its counsel. Bondholders participating in such group could be restricted in theirability to trade their Bonds for at least some period of time. The Trustee invites additional holdersto join this committee. Any Bondholders interested in joining this committee are asked to contactthe Trustee.

    E. ADDITIONAL INFORMATION

    The Trustee intends to issue periodic notices to holders regarding certain matters relevant to theBonds. Bondholders who wish to receive future notices directly may do so by contacting theTrustee. Holders should not rely on the Trustee as their sole source of information.

    Holders with questions regarding this notice should direct them in writing to Mark Flannagan,Senior Vice President, UMB Bank, N.A., 1010 Grand Blvd, 4th Floor, Kansas City, Missouri

    64106, or by email at [email protected]. The Trustee may conclude that a specificresponse to particular inquiries from individual holders is not consistent with equal and fulldissemination of information to all holders. The Trustee makes no recommendations and gives noinvestment or tax advice.

    UMBBANK,N.A., SEPTEMBER 28,2011

    As Trustee

    mailto:[email protected]:[email protected]:[email protected]
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    *The Trustee is not responsible for the selection or use of these CUSIPs. They are included solelyfor holder convenience.

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