HTML Document View

Full title: Chapter 11 Post-Confirmation Report for Quarter Ended 6/30/2021 (Filed By Jeffrey T. Varsalone, Liquidating Trustee ). (Johnson, Michael)

Document posted on Oct 25, 2021 in the bankruptcy, 6 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

i Porter Hedges, LLP Lead Counsel $0 $1,205,130 $0 $1,205,130ii Lugenbuhl, Wheaton, Peck, RanSpecial Counsel $0 $20,375 $0 $20,375iii S3 Advisors, LLC Financial Professional $0 $1,619,586 $0 $1,619,586iv Hilco Industrial, LLC Other $0 $65,000 $0 $65,000 v Kennedy Marr LTD.Plan of Liquidation deemed the consolidation of the Debtors’ estates for distribution purposes, a quarterly post-confirmation report (“PCR”) is only being prepared and filed in the Lead Case of In re Epic Companies, LLC, No. 19-34752.Epic Companies, LLC (1473), Epic Diving & Marine Services, LLC (2501), Epic Applied Technologies, LLC (5844), Epic Specialty Services, LLC (8547), Epic Alabama Steel, LLC (6835), Epic San Francisco Shipyard, LLC (5763) and Zuma Rock Energy Services, LLC (1022).On December 3, 2020, the Court entered a Final Decree Granting Liquidating Trustee’s Motion to Close Certain of the Chapter 11 Cases (see Dkt No. 786), and the following inactive cases were closed; Epic Alabama Steel, LLC, No. 19-34753; Epic San Francisco Shipyard, LLC, No. 19-34756; and Zuma Rock Energy Services, LLC, No. 19-34758.c. Priority claims (Class 2) 100% $184,000 - $197,000 $67,624,000 - d. General unsecured claims (Class 5) 1.0-11.3% $94,593,000 e. Equity interests (Classes 6-9) 0% 3 The Disclosure Statement did not explicitly list the recovery for administrative claims and noted that except for final chapter 11 professional fee claims, any holder of an administrative claim needed to assert such claim within 30 days of the Effective Date.

List of Tables

Document Contents

Southern DISTRICT OF Texas Texas Southern District, Houston Division n re: Epic Companies, LLC, et al. § Case No. 19-34752 § Lead Case No. 19-34752 § Debtor(s) § Jointly Administered ost-confirmation Report Chapter 11 uarter Ending Date:06/30/2021 Petition Date: 08/26/2019 lan Confirmed Date:04/07/2020 Plan Effective Date:04/13/2020his Post-confirmation Report relates to: Reorganized DebtorOther Authorized Party or Entity: ".*& !-+.%,*(1 ##! #*/3*’%2*,) $0312Name of Authorized Party or Entity M. Shane Johnson M. Shane Johnson ignature of Responsible Party Printed Name of Responsible Party0/26/2021 Porter Hedges LLP 1000 Main St. 36th Floor ate Houston, Texas 77002 Address TATEMENT: This Periodic Report is associated with an open bankruptcy case; therefore, Paperwork Reduction Act exemption 5 C.F.R. 1320.4(a)(2) applies.

1

art 1: Summary of Post-confirmation Transfers Total Since Current Quarter Effective Date a. Total cash disbursements $494,382 $2,662,283 b. Non-cash securities transferred $0 $0 c. Other non-cash property transferred $0 $0 d. Total transferred (a+b+c) $494,382 $2,662,283 art 2: Preconfirmation Professional Fees and Expenses Approved Approved Paid Current Paid Current Quarter Cumulative Quarter Cumulative . Professional fees & expenses (bankruptcy) $0 $3,089,508 $0 $3,089,508 incurred by or on behalf of the debtor Aggregate TotalItemized Breakdown by Firm Firm Name Role i Porter Hedges, LLP Lead Counsel $0 $1,205,130 $0 $1,205,130ii Lugenbuhl, Wheaton, Peck, RanSpecial Counsel $0 $20,375 $0 $20,375iii S3 Advisors, LLC Financial Professional $0 $1,619,586 $0 $1,619,586iv Hilco Industrial, LLC Other $0 $65,000 $0 $65,000 v Kennedy Marr LTD. Other $0 $31,418 $0 $31,418 vi Keen-Summit Capital Partners Other $0 $147,999 $0 $147,999Approved Approved Paid Current Paid Current Quarter Cumulative Quarter Cumulative . Professional fees & expenses (nonbankruptcy) $0 $86,700 $0 $86,700 incurred by or on behalf of the debtor Aggregate TotalItemized Breakdown by Firm Firm Name Role i Jones Walker LLP Special Counsel $0 $57,368 $0 $57,368 ii Robertson & Robertson, PLLLCFinancial Professional $0 $25,000 $0 $25,000iii Kenneth W. Robichau Financial Professional $0 $2,700 $0 $2,700iv Bradley, Arant, Boult, CumminSpecial Counsel $0 $1,632 $0 $1,632. All professional fees and expenses (debtor & committees) $0 $4,314,964 $0 $4,314,964art 3: Recoveries of the Holders of Claims and Interests under Confirmed PlanTotal Anticipated % Paid of Payments Paid Current Allowed Under Plan Quarter Paid Cumulative Allowed Claims Claims a. Administrative claims $0 $0 $987,643 $0 0% b. Secured claims $0 $0 $0 $0 0% c. Priority claims $0 $0 $0 $0 0% d. General unsecured claims $0 $0 $0 $0 0% e. Equity interests $0 $0 $0

2

art 4: Questionnaire a. Is this a final report? Yes No If yes, give date Final Decree was entered: If no, give date when the application for Final Decree is anticipated: b. Are you current with quarterly U.S. Trustee fees as set forth under 28 U.S.C. § 1930? Yes NoPrivacy Act Statement 8 U.S.C. § 589b authorizes the collection of this information and provision of this information is mandatory. The United tates Trustee will use this information to calculate statutory fee assessments under 28 U.S.C. § 1930(a)(6) and to therwise evaluate whether a reorganized chapter 11 debtor is performing as anticipated under a confirmed plan. isclosure of this information may be to a bankruptcy trustee when the information is needed to perform the trustee's uties, or to the appropriate federal, state, local, regulatory, tribal, or foreign law enforcement agency when the information ndicates a violation or potential violation of law. Other disclosures may be made for routine purposes. For a discussion of he types of routine disclosures that may be made, you may consult the Executive Office for United States Trustee's ystems of records notice, UST-001, "Bankruptcy Case Files and Associated Records." See 71 Fed. Reg. 59,818 et seq. Oct. 11, 2006). A copy of the notice may be obtained at the following link: http://www.justice.gov/ust/eo/ules_regulations/index.htm. Failure to provide this information could result in the dismissal or conversion of your ankruptcy case, or other action by the United States Trustee. 11 U.S.C. § 1112(b)(4)(F). declare under penalty of perjury that the foregoing Post-confirmation Report and its attachments, if ny, are true and correct and that I have been authorized to sign this report. / Jeffrey T. Varsalone Jeffrey T. Varsalone ignature of Responsible Party Printed Name of Responsible Partyiquidating Trustee of the Epic Companies, LLC Liqu 10/18/2021itle Date

3

In re: EPIC Companies, LLC, et al. Case No. 19-37452 (DRJ) – Bankr. S.D. Tex. Reporting Period: April 1, 2021 through June 30, 2021 (Q2-2021) Notes to the Quarterly Post-Confirmation Report Debtors On August 26, 2019, EPIC Companies, LLC and certain of its subsidiaries (collectively, the “Debtors”)1 filed voluntary petitions for relief under chapter 11 of title 11 of the United States Bankruptcy Code. On April 7, 2020, the Court entered an Order Approving Plan Proponents’ Disclosure Statement and Confirming Plan Proponents’ Joint Plan of Liquidation of EPIC Companies, LLC and its Debtor Subsidiaries Under Chapter 11 of the Bankruptcy Code (the “Confirmation Order”) (see Dkt. No. 681). The Confirmation Order deemed consolidation of the Debtors’ estates provided for in the Plan of Liquidation. On April 13, 2020, the Effective Date of the Plan of Liquidation occurred (see Dkt. No 688), and the EPIC Companies LLC Liquidation Trust (the “Liquidating Trust”) was established to administer the winddown of the Debtors’ estates. The Liquidating Trust maintains one bank account and since the Plan of Liquidation deemed the consolidation of the Debtors’ estates for distribution purposes, a quarterly post-confirmation report (“PCR”) is only being prepared and filed in the Lead Case of In re Epic Companies, LLC, No. 19-34752. Quarterly United States Trustee Fees will be paid for all open cases, see below related to Part 4.2 The Liquidating Trust is filing the PCR solely for the purposes of reporting to the Office of the United States Trustee for the Southern District of Texas, Houston Division, (the “U.S. Trustee”) in accordance with the Instructions for UST Form 11-PCR: Post Confirmation Report (06/08/2021) (“PCR Instructions”). The following notes, statements, and limitations should be referred to and referenced in connection with any review of the PCR. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are as follows: Epic Companies, LLC (1473), Epic Diving & Marine Services, LLC (2501), Epic Applied Technologies, LLC (5844), Epic Specialty Services, LLC (8547), Epic Alabama Steel, LLC (6835), Epic San Francisco Shipyard, LLC (5763) and Zuma Rock Energy Services, LLC (1022). 2 On December 3, 2020, the Court entered a Final Decree Granting Liquidating Trustee’s Motion to Close Certain of the Chapter 11 Cases (see Dkt No. 786), and the following inactive cases were closed; Epic Alabama Steel, LLC, No. 19-34753; Epic San Francisco Shipyard, LLC, No. 19-34756; and Zuma Rock Energy Services, LLC, No. 19-34758.

4

Part 1: Summary of Post-confirmation Transfers The table below is a summary of the current quarter’s activity in the Liquidating Trust’s bank account. Amount Cash - Beginning of Quarter $1,295,437.65 Receipts 132,500.00 Disbursements: Administrative & Selling 392,206.73 Net Payroll 102,175.35 494,382.08 Net Cash Flow (361,882.08) Cash - End of Quarter 933,555.57 Add: Outstanding Checks - Ending Bank Balance $ 933,555.57 Part 3: Recoveries of the Holders of Claims and Interests under Confirmed Plan The Debtors’ Disclosure Statement (Dkt. No. 582) did not include anticipated payment amounts for the classes provided in the PCR, but instead provided estimated recovery ranges per class, see table below. Therefore, the total anticipated payments are listed as $0 in the PCR. The Liquidating Trust has not made any payments on account of any classes of claims during the current quarter. As of the end of the current quarter, aside from administrative claims, the Liquidating Trust is still in the process of reconciling all remaining classes of claims, filing any necessary claims objections, and is involved in settlement negotiations with several creditors. Therefore, the amount of allowed claims is listed as $0 in the PCR. Included in the table below is an estimated range of claim amounts (rounded to the nearest thousand) by class as of the end of the current reporting period. The Liquidating Trust reserves all rights to all claims. Total Anticipated Estimated Asserted and Payments Scheduled Claim Under Plan Amounts a. Administrative claims 100%3 $988,000 - $1,022,000 b. Secured claims Other Secured Claims (Class 1) 100% $0 - $17,158,000 Prepetition Senior Credit Agreement $0 - $50,295,000 91-94% Claims (Class 3) Prepetition Junior Credit Agreement $0 - $65,340,000 61-66% Claims (Class 4) c. Priority claims (Class 2) 100% $184,000 - $197,000 $67,624,000 - d. General unsecured claims (Class 5) 1.0-11.3% $94,593,000 e. Equity interests (Classes 6-9) 0% 3 The Disclosure Statement did not explicitly list the recovery for administrative claims and noted that except for final chapter 11 professional fee claims, any holder of an administrative claim needed to assert such claim within 30 days of the Effective Date. Prior to the current quarter all administrative claims have been reconciled and the allowed claims paid in full. Therefore 100% is the assumed recovery under the Plan.

5

Part 4: Questionnaire This report indicates the date the application for Final Decree is anticipated as sometime in the calendar year 2022. This is only an estimate the actual date could potentially be materially different and will be re-evaluated each quarter. The Liquidating Trust is not current with quarterly U.S. Trustee fees and owes fees on account of Q1-2021 in addition to the current quarter. The chart below summarizes the fees currently due for Q1 and Q2-2021 based on the Account Reconciliation reports provided by the U.S. Trustee’s office on September 3, 2021. Prior Quarter Current Total Fees / Interest Quarter Amount Debtor Case Number Outstanding Fees Due Due Epic Companies, LLC 19-34752 $ (464.95) $ 1,978.00 $ 1,513.05 Epic Applied Technologies, LLC 19-34754 332.59 250.00 582.59 Epic Diving & Marine Services, LLC 19-34755 332.59 250.00 582.59 Epic Specialty Services, LLC 19-34757 332.59 250.00 582.59 $ 532.82 $ 2,728.00 $ 3,260.82 Reservation of Rights The Liquidating Trustee reserves all rights to amend or supplement the PCR in all respects as may be necessary or appropriate to correct any inadvertent errors or omissions or for any other reason. Nothing contained in this PCR shall constitute an admission of any kind or nature or a waiver of any rights of the Liquidating Trust or the Liquidating Trustee, all of which are expressly reserved in full. The Post-confirmation Report was executed by Jeffrey T. Varsalone solely in his capacity as Liquidating Trustee of the Liquidating Trust.

6