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Full title: Certification of Ballots (related document(s)406) Filed by Suitable Technologies, Inc. (Poppiti, Jr., Robert) (Entered: 06/16/2021)

Document posted on Jun 15, 2021 in the bankruptcy, 8 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

In accordance with the Order Authorizing the Employment and Retention of Donlin, Recano & Company, Inc. as Administrative Agent to the Debtor, Effective as of the Petition Date [Docket No. 63], DRC was authorized to assist the Debtor in connection with, inter alia, soliciting, receiving, and tabulating Ballots accepting or rejecting the Plan.Pursuant to the Disclosure Statement Order, DRC relied on the following information to identify and solicit Holders of Claims in the Voting Classes: (a) the Debtor’s Schedules of Assets and Liabilities and Statements of Financial Affairs filed with the Court; (b) the official claims register maintained by DRC as of May 10, 2021; (c) claims information pertaining to the Debtor’s chapter 11 case as reflected in DRC’s internal database to which this information was loaded; and (d) other information and instructions provided by the Debtor and/or its advisors regarding the terms of the Plan. Using this information, and with guidance from the Debtor and its advisors, DRC created a voting database reflecting the name, address, voting amount, and classification of Claims in the Voting Classes. Using this voting database and the form of Ballots approved under the Disclosure Statement Order, DRC generated Ballots for Holders of Claims entitled to vote to accept or reject the Plan.In order for a Ballot to be counted as valid, the Ballot must have been properly completed in accordance with the Disclosure Statement Order and executed by the relevant Holder, or such Holder’s authorized representative, and must have been actually received by DRC by 5:00 p.m. (prevailing Eastern Time) on June 8, 2021 (the “Voting Deadline”).All Ballots were to be delivered to DRC as follows: (a) if by hand delivery or overnight courier, to Suitable Technologies, Inc., Ballot Processing, c/o Donlin, Recano & Company, Inc., 6201 15th Avenue, Brooklyn, New York 11219; (b) if by First Class mail, to Suitable Technologies, Inc., Ballot Processing, c/o

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Document Contents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 SUITABLE TECHNOLOGIES, INC.,1 Case No. 20-10432 (CTG) Debtor. DECLARATION OF JOHN BURLACU OF DONLIN, RECANO & COMPANY, INC. REGARDING THE SOLICITATION AND TABULATION OF VOTES CAST ON CHAPTER 11 PLAN OF LIQUIDATION OF SUITABLE TECHNOLOGIES, INC. STATE OF NEW YORK ) ) ss: COUNTY OF KINGS ) I, John Burlacu, declare, under penalty of perjury to the best of my knowledge, information, and belief: 1. I am a Senior Director at Donlin, Recano & Company, Inc. (“DRC”), located at 6201 15th Avenue, Brooklyn, New York 11219. I am over the age of 18 years and competent to testify. 2. I submit this declaration (this “Declaration”) with respect to the solicitation of votes and the tabulation of votes cast on the Chapter 11 Plan of Liquidation of Suitable Technologies, Inc. [Docket No. 406] (as may be amended, modified or supplemented, the “Plan”).2 Except as otherwise indicated, all facts set forth herein are based upon my personal knowledge, information supplied to me by the Debtor or its advisors, including DRC, and my review of relevant documents. If I were called to testify, I could and would testify competently as to the facts set forth herein on that basis.                                                              1 The last four digits of the Debtor’s United States federal tax identification number are 7816. The Debtor’s mailing address is 921 East Charleston Road, Palo Alto, CA 94303. 2 Capitalized terms used but otherwise not defined in this Declaration have the meaning ascribed to them in the Plan.

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3. In accordance with the Order Authorizing the Employment and Retention of Donlin, Recano & Company, Inc. as Administrative Agent to the Debtor, Effective as of the Petition Date [Docket No. 63], DRC was authorized to assist the Debtor in connection with, inter alia, soliciting, receiving, and tabulating Ballots accepting or rejecting the Plan. I. Service and Transmittal of Solicitation Packages and Related Information. 4. On May 11, 2021, the Court entered the Order (I) Approving the Disclosure Statement; (II) Approving Solicitation and Voting Procedures, Including (A) Fixing the Record Date, (B) Approving the Solicitation Packages and Procedures for Distribution, (C) Approving the Form of Ballots and Establishing Procedures for Voting, and (D) Approving Procedures for Vote Tabulation; (III) Scheduling a Confirmation Hearing and Establishing Notice and Objection Procedures; and (IV) Granting Related Relief [Docket No. 415] (the “Disclosure Statement Order”) establishing, among other things, certain solicitation and voting tabulation procedures (the “Solicitation Procedures”). 5. DRC worked with the Debtor and its advisors to solicit votes to accept or reject the Plan and to tabulate the Ballots of creditors voting to accept or reject the Plan in accordance with the Solicitation Procedures. Except as otherwise noted, I could and would testify to the following based upon my personal knowledge. 6. Pursuant to the Plan and Solicitation Procedures, only Holders of Claims in Class 3 and Class 4 as of the Voting Record Date, as set forth below, were entitled to vote to accept or reject the Plan (the “Voting Classes”). No other Classes were entitled to vote on the Plan.
Table 1 on page 2. Back to List of Tables
Class Type of Claim
Class 3 Prepetition Secured Promissory Notes Claim
Class 4 General Unsecured Claims

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7. On or around May 13, 2021, DRC posted links on the Debtor’s restructuring website maintained by DRC at https://www.donlinrecano.com/Clients/sti/Index to provide parties with access to, among other documents, copies of the Plan and the Disclosure Statement Order free of charge. 8. In accordance with the Disclosure Statement Order, on May 13, 2021, DRC caused Solicitation Packages to be distributed to Holders of Claims in the Voting Classes as of the Voting Record Date. Proof of service of the Solicitation Packages and non-voting packages is set forth in the Affidavit of Donlin, Recano and Company, Inc. Regarding Service of Solicitation Packages with Respect to the Chapter 11 Plan of Liquidation of Suitable Technologies, Inc. [Docket No. 419]. II. General Tabulation Process. 9. As specified in the Disclosure Statement Order, May 10, 2021 was established as the Voting Record Date for determining the Holders of Claims in the Voting Classes entitled to vote to accept or reject the Plan. 10. Pursuant to the Disclosure Statement Order, DRC relied on the following information to identify and solicit Holders of Claims in the Voting Classes: (a) the Debtor’s Schedules of Assets and Liabilities and Statements of Financial Affairs filed with the Court; (b) the official claims register maintained by DRC as of May 10, 2021; (c) claims information pertaining to the Debtor’s chapter 11 case as reflected in DRC’s internal database to which this information was loaded; and (d) other information and instructions provided by the Debtor and/or its advisors regarding the terms of the Plan. Using this information, and with guidance from the Debtor and its advisors, DRC created a voting database reflecting the name, address, voting amount, and classification of Claims in the Voting Classes. Using this voting database and the form of Ballots

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approved under the Disclosure Statement Order, DRC generated Ballots for Holders of Claims entitled to vote to accept or reject the Plan. 11. Ballots returned by online submission, regular mail, hand delivery, or overnight delivery were received by personnel of DRC at its office in Brooklyn, New York. Ballots received by DRC were processed in accordance with the Disclosure Statement Order. Upon receiving Ballots, DRC took the following actions: a. The envelopes containing the Ballots were opened, and the contents were removed and stamped with the date and time received. Each Ballot was then scanned into DRC’s system and sequentially numbered (the “Sequence Number”); b. DRC then entered into a computer database all pertinent information from each of the Ballots, including among other things, the date and time the Ballot was received, the Sequence Number, the voting dollar amount, and whether the creditor submitting the Ballot voted to accept or reject the Plan. 12. In order for a Ballot to be counted as valid, the Ballot must have been properly completed in accordance with the Disclosure Statement Order and executed by the relevant Holder, or such Holder’s authorized representative, and must have been actually received by DRC by 5:00 p.m. (prevailing Eastern Time) on June 8, 2021 (the “Voting Deadline”). All Ballots were to be delivered to DRC as follows: (a) if by hand delivery or overnight courier, to Suitable Technologies, Inc., Ballot Processing, c/o Donlin, Recano & Company, Inc., 6201 15th Avenue, Brooklyn, New York 11219; (b) if by First Class mail, to Suitable Technologies, Inc., Ballot Processing, c/o Donlin, Recano & Company, Inc., P.O. Box 199043 Blythebourne Station, Brooklyn, NY 11219; or (c) if by using the online vote portal, by visiting www.donlinrecano.com/clients/sti/vote and entering the Unique E-Ballot Identification number provided on the Ballot.

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13. All validly executed Ballots cast by Holders of Claims in the Voting Classes received by DRC on or before the Voting Deadline were tabulated as outlined in the Disclosure Statement Order. 14. DRC is in possession of the Ballots received by it, and copies of the same are available for review during DRC’s normal business hours at 6201 15th Avenue, Brooklyn, New York 11219. III. The Voting Results. 15. The results of the aforesaid tabulation of properly executed Ballots received on or before the Voting Deadline are set forth below and in the report annexed hereto as Exhibit A (the “Final Tabulation Results”).
Table 1 on page 5. Back to List of Tables
CLASS None None None None
None Accept None None None
None AMOUNT
(% of Amount Voted)
NUMBER
(% of Number
Voted)
AMOUNT
(% of Amount
Voted)
NUMBER
(% of Number
Voted)
Class 3 –
Prepetition
Secured
Promissory
Notes Claim
$3,775,000.00
(100.00%)
1
(100.00%)
$0
(00.00%)
0
(00.00%)
Class 4 –
General
Unsecured
Claims
$89,241,715.44
(100.00%)
6
(100.00%)
$0
(00.00%)
0
(00.00%)
16. As set forth above and in the Final Tabulation Results, the Plan was accepted by the Voting Classes, as the Plan was accepted by Holders of Claims in Classes 3 and 4 entitled to vote on the Plan and that cast Ballots in accordance with the Disclosure Statement Order, that hold at least two-thirds in dollar amount and more than one-half in number of Claims in each such Class that are entitled to vote on the Plan and properly cast Ballots. Furthermore, without including any

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acceptances of the Plan by any insiders (here, Greenheart Investments LLC, Scott W. Hassan, Landings Investments LLC and Magicheart Investments LLC), Class 4 accepted the Plan. I declare under penalty of perjury that the foregoing is true and correct and to the best of my knowledge, information and belief. Dated: June 16, 2021 Brooklyn, New York /s/ John Burlacu John Burlacu, Senior Director Donlin, Recano & Company, Inc.

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Table 1 on page 7. Back to List of Tables
SUITABLE TECHNOLOGIES, INC None None None None None None None None None None None None
Tabulation Report as of 6/8/2021 None None None None None None None None None None None None
Class Ballot ID Acct No. Claim No. None Creditor Name Authorized Vote Amt Indicated Amt Vote ACC RJC Tabulated
Accept Amt
Tabulated
Reject Amt
Vote
Date
3 000004 2709 900000.00 None MAGICHEART INVESTMENTS LLC 3,775,000.00 ACCEPT 1 0 3,775,000.00 0.00 6/4/21
Totals for Class 3 None MORRIS NICHOLS; CURTIS MILLER TARIK
Aggregate Class 3 Claim Amount Voted to Accept: 3,775,000.00 100.00%
Aggregate Class 3 Claim Amount Voted to Reject: 0.00 0.00%
Aggregate Class 3 Claim Amount Voted: 3,775,000.00
Aggregate Class 3 Claim Quantity Voted to Accept: None 1 100.00%
Aggregate Class 3 Claim Quantity Voted to Reject: None 0 0.00%
Aggregate Class 3 Claim Quantity Voted: None 1
None
None
None

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Table 1 on page 8. Back to List of Tables
SUITABLE TECHNOLOGIES, INC None None None None None None None None None None None None
Tabulation Report as of 6/8/2021 None None None None None None None None None None None None
Class Ballot ID Acct No. Claim No. Creditor Name Authorized Vote Amt Indicated Amt Vote ACC RJC Tabulated
Accept Amt
Tabulated
Reject Amt
Vote
Date
4 000005 248 000011.00 AUDAX MANAGEMENT CO LLC 7,743.00 ACCEPT 1 0 7,743.00 0.00 5/21/21
4 000018 2697 000020.00 DGARNEIEENLH WEAAIRNTT RINAVUEBSTMENTS LLC 77,050,000.00 ACCEPT 1 0 77,050,000.00 0.00 6/4/21
4 000022 2701 000019.03 BSLCEOVTATN WS &H ABSLSEAVNANS LLP 1.00 ACCEPT 1 0 1.00 0.00 6/4/21
4 000019 2698 000022.00 BLALENVDAINNGSS A INNDV EBSLTEMVEANNTSS L LLLPC 3,418,862.00 ACCEPT 1 0 3,418,862.00 0.00 6/4/21
4 000020 2699 000021.00 BMLAEGVICAHNESA &R BTL IENVVAENSSTM LELPNTS LLC 8,007,221.00 ACCEPT 1 0 8,007,221.00 0.00 6/4/21
4 000021 2700 000023.00 BMLOERVRAINSOS N& ABNLEDV FAONESR LSLTPER LLP 757,888.44 ACCEPT 1 0 757,888.44 0.00 6/2/21
Totals for Class 4 None ADAM LEWIS
Aggregate Class 4 Claim Amount Voted to Accept: 89,241,715.44 100.00%
Aggregate Class 4 Claim Amount Voted to Reject: 0.00 0.00%
Aggregate Class 4 Claim Amount Voted: 89,241,715.44
Aggregate Class 4 Claim Quantity Voted to Accept: None 6 100.00%
Aggregate Class 4 Claim Quantity Voted to Reject: None 0 0.00%
Aggregate Class 4 Claim Quantity Voted: None 6

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