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Full title: Schedules/Statements filed: , Stmt of Financial Affairs,. of NF Chipola, LLC Filed by Gulf Coast Health Care, LLC. (Hurst, David) (Entered: 11/30/2021)
Document posted on Nov 29, 2021 in the bankruptcy, 24 pages and 0 tables.
Bankrupt11 Summary (Automatically Generated)
To the extent the Debtors reach any postpetition settlement with a vendor or other creditor, the terms of such settlement will prevail, supersede amounts listed in the Schedules and Statements, and shall be enforceable by all parties, subject to Bankruptcy Court approval if necessary.To the extent the Debtors pay any of the claims listed in the Schedules and Statements pursuant to any orders entered by the Bankruptcy Court, the Debtors reserve all rights to amend and supplement the Schedules and Statements and take other action, such as filing claims objections, as is necessary and appropriate to avoid overpayment or duplicate payment for such liabilities.Notwithstanding that the Debtors have made reasonable efforts to correctly characterize, classify, categorize, or designate certain claims, assets, executory contracts, unexpired leases, and other items reported in the Schedules and Statements, the Debtors nonetheless may have improperly characterized, classified, categorized, or designated certain items.Certain Debtors may pay additional claims listed on Schedule E/F during the Chapter 11 Cases pursuant to the First Day Orders and other orders of the Bankruptcy Court and the Debtors reserve all of their rights to update Schedule E/F to reflect such payments or to modify the claims register to account for the satisfaction of such claims.No claim set forth on the Schedules and Statements of any Debtor is intended to acknowledge claims of creditors that are otherwise satisfied or discharged by other Debtors or non-Debtors.
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Document ContentsIN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) Chapter 11 In re: ) ) Case No. 21-11336 (KBO) GULF COAST HEALTH CARE, LLC, et al.,1 ) ) Jointly Administered Debtors. ) ) GLOBAL NOTES AND STATEMENT OF LIMITATIONS, METHODOLOGY, AND DISCLAIMERS REGARDING THE DEBTORS’ SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS INTRODUCTION Gulf Coast Health Care, LLC (“Gulf Coast”) and its debtor affiliates, as debtors and debtors-in-possession in the above-captioned cases (collectively, the “Debtors”), are filing their respective Schedules of Assets and Liabilities (each, a “Schedule” and, collectively, the “Schedules”) and Statements of Financial Affairs (each, a “Statement” or “SOFA” and, collectively, the “Statements” or “SOFAs”) with the United States Bankruptcy Court for District of Delaware (the “Bankruptcy Court”) pursuant to section 521 of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 1007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). These global notes and statement of limitations, methodology, and disclaimers regarding the Debtors’ Schedules and Statements (collectively, the “Global Notes”) pertain to, are incorporated by reference in, and comprise an integral part of all of the Schedules and Statements. The Global Notes are in addition to the specific notes set forth below with respect to particular Schedules and Statements (the “Specific Notes” and, together with the Global Notes, the “Notes”). These Global Notes should be referred to, and referenced in connection with, any review of the Schedules and Statements. The Debtors’ management team prepared the Schedules and Statements with the assistance of their advisors and professionals and have relied upon the efforts, statements, advice, and representations of personnel of the Debtors and the Debtors’ advisors and professionals. Given the scale of the Debtors’ businesses, the Debtors’ management, including the Debtors’ Chief Restructuring Officer (who has executed the Schedules and Statements of each of the Debtors) has not (and practically could not have) personally verified the accuracy of each 1 The last four digits of Gulf Coast Health Care, LLC’s federal tax identification number are 9281. There are 62 Debtors in these Chapter 11 Cases, which cases are being jointly administered for procedural purposes only. A complete list of the Debtors and the last four digits of their federal tax identification numbers are not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at https://dm.epiq11.com/GulfCoastHealthCare. The location of Gulf Coast Health Care, LLC’s corporate headquarters and the Debtors’ service address is 9511 Holsberry Lane, Suite B11, Pensacola, FL 32534.
1statement and representation in the Schedules and Statements, including, but not limited to, statements and representations concerning amounts owed to creditors, classification of such amounts, and creditor addresses. The Schedules and Statements are unaudited and subject to potential adjustment. In preparing the Schedules and Statements, the Debtors relied on financial data derived from their books and records that was available at the time of preparation. The Debtors’ management team and advisors have made reasonable efforts to ensure that the Schedules and Statements are as accurate and complete as possible under the circumstances; however, the receipt or discovery of subsequent information may result in material changes to the Schedules and Statements, and inadvertent errors, omissions, or inaccuracies may exist in the Schedules and Statements. The Debtors reserve all rights to amend or supplement the Schedules and Statements from time to time, in all respects, as may be necessary or appropriate, including, but not limited to, the right to dispute or otherwise assert offsets or defenses to any claim reflected on the Schedules and Statements as to amount, liability, classification, identity of Debtor or to otherwise subsequently designate any claim as “disputed,” “contingent,” or “unliquidated.” Furthermore, nothing contained in the Schedules, Statements, or Notes shall constitute a waiver of any of the Debtors’ rights or an admission with respect to the Chapter 11 Cases, including, but not limited to, liability for any claims, any issues involving objections to claims, substantive consolidation, equitable subordination, defenses, characterization or re-characterization of contracts and leases, assumption or rejection of contracts and leases under the provisions of chapter 3 of the Bankruptcy Code, causes of action arising under the provisions of chapter 5 of the Bankruptcy Code, or any other relevant applicable laws to recover assets or avoid transfers. Any specific reservation of rights contained elsewhere in the Global Notes does not limit in any respect the general reservation of rights contained in this paragraph. Notwithstanding the foregoing, the Debtors shall not be required to update the Schedules and Statements except as may be required by applicable law. The Schedules, Statements, and Notes should not be relied upon by any persons for information relating to current or future financial conditions, events, or performance of any of the Debtors or their affiliates. 1. Description of the Chapter 11 Cases. On October 14, 2021 (the “Petition Date”), each of the Debtors commenced a voluntary case under chapter 11 of the Bankruptcy Code (collectively, the “Chapter 11 Cases”). The Debtors are authorized to operate their businesses and manage their properties as debtors-in-possession pursuant to Bankruptcy Code sections 1107(a) and 1108. On October 15, 2021, the Bankruptcy Court entered an order authorizing the joint administration of the cases pursuant to Bankruptcy Rule 1015(b). See Docket No. 43. On October 25, 2021, the Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”) appointed an official committee of unsecured creditors pursuant to Bankruptcy Code section 1102(a)(1) (the “Committee”). See Docket No. 111.
22. Basis of Presentation. For financial reporting purposes, the Debtors historically have prepared consolidated financial statements, which include financial information for the Debtors and certain non-debtor affiliates. The Schedules and Statements are unaudited and reflect the Debtors’ reasonable efforts to report certain financial information of each Debtor on a stand-alone, unconsolidated basis. These Schedules and Statements neither purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States, nor are they intended to be fully reconciled with the financial statements of each Debtor. The Debtors attempted to attribute the assets and liabilities, certain required financial information, and various cash disbursements to the applicable Debtor entity. However, because the Debtors’ accounting systems, policies, and practices were developed for consolidated reporting purposes, rather than reporting by individual legal entity, it is possible that not all assets, liabilities, or amounts of cash disbursements have been recorded with the correct legal entity on the Schedules and Statements. Accordingly, the Debtors reserve all rights to supplement and/or amend the Schedules and Statements in this regard. Given, among other things, the uncertainty surrounding the valuation of certain assets and the valuation and nature of certain liabilities, a Debtor may report more assets than liabilities. Such report shall not constitute an admission that such Debtor was solvent on the Petition Date or at any time before or after the Petition Date. Likewise, a Debtor reporting more liabilities than assets shall not constitute an admission that such Debtor was insolvent on the Petition Date or any time prior to or after the Petition Date. 3. Reporting Date. The reported asset values in Schedules A and B, with the exception of estimated cash balances, reflect the Debtors’ asset values as of September 30, 2021 (the “Reporting Date”). Estimated cash balances presented in Schedule A reflect bank balances as of the close of business on October 14, 2021. Liability values presented in Schedules D, E, and F are as of the Petition Date, adjusted for authorized payments under the First Day Orders (as defined below). 4. Current Values. Other than estimated bank cash balances, and unless otherwise noted, the assets and liabilities of each Debtor are listed on the basis of the book value of the asset or liability in the respective Debtor’s accounting books and records. Under the guidance of the Debtors’ auditors, the carrying value of property, plant, and equipment was adjusted to net realizable value under ASC 360 for the reporting period ended September 30, 2021. 5. Confidentiality. Schedule E/F includes certain unsecured employee claims against the Debtors including, without limitation, certain claims of former
3employees for 2020 performance bonus awards as well as certain unsecured claims of current and/or former residents. Due to confidentiality concerns, and as authorized by certain orders entered by the Bankruptcy Court, the Debtors have removed the addresses of the employee claimants and the names and addresses of the resident claimants listed on Schedule E/F. 6. Consolidated Entity Accounts Payable and Disbursement Systems. As described in the Cash Management Motion,2 the Debtors utilize an integrated, centralized cash management system in the ordinary course of business to collect, concentrate, and disburse funds generated by their operations. The Debtors concentrate cash assets into a central account to more effectively manage their businesses and coordinate the payment of outstanding obligations. In the ordinary course of business, the Debtors engage in intercompany transactions (the “Intercompany Transactions”) with one another, which result in intercompany receivables and payables (the “Intercompany Claims”). While the majority of Intercompany Transactions are settled by book entry, certain transactions are settled by the actual transfer of cash. The Debtors track all Intercompany Transactions in their accounting system, which may be traced and accounted for as needed. Since the Petition Date, the Debtors continue to settle Intercompany Claims in accordance with the procedures outlined in the Cash Management Motion. 7. Accuracy. Although the Debtors have made good faith reasonable efforts to file complete and accurate Schedules and Statements, inadvertent errors or omissions may exist. The financial information disclosed herein was not prepared in accordance with federal or state securities laws or other applicable non-bankruptcy law or in lieu of complying with any periodic reporting requirements thereunder. Persons and entities trading in or otherwise purchasing, selling, or transferring the claims against or equity interests in the Debtors should evaluate this financial information in light of the purposes for which it was prepared. The Debtors are not liable for and undertake no responsibility to indicate variations from securities laws or for any evaluations of the Debtors based on this financial information or any other information. The Debtors reserve all rights to amend and/or supplement the Schedules and Statements as is necessary or appropriate. 8. Net Book Value of Assets. In many instances, current market valuations are not maintained by or readily available to the Debtors. It would be prohibitively expensive, unduly burdensome, and an inefficient use of estate resources for the Debtors to obtain current market valuations for all assets. As such, wherever 2 The “Cash Management Motion” means the Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Continue to Operate Their Existing Cash Management System, (B) Maintain Existing Bank Accounts and Business Forms and Honor Certain Prepetition Obligations Related to the Use Thereof, (C) Maintain Purchasing Card Program and Honor Prepetition Obligations Related Thereto, and (D) Continue to Perform Intercompany Transactions; (II) Extending the Time for The Debtors to Comply with 11 U.S.C. § 345(B) Deposit and Investment Requirements; and (III) Granting Related Relief [Docket No. 8].
4possible, unless otherwise indicated, net book values are presented as of the Reporting Date. When necessary, the Debtors have indicated that the value of certain assets is “Unknown” or “Undetermined.” Amounts ultimately realized may vary materially from net book value (or other value so ascribed). Accordingly, the Debtors reserve all rights to amend, supplement, and adjust the asset values set forth in the Schedules and Statements. 9. Currency. All amounts shown in the Schedules and Statements are in U.S. Dollars. 10. Payment of Prepetition Claims Pursuant to First Day Orders. Following the Petition Date, the Bankruptcy Court entered various orders (the “First Day Orders”) authorizing, but not directing, the Debtors to, among other things, pay certain prepetition: (i) service fees and charges assessed by the Debtors’ banks; (ii) insurance obligations; (iii) refund program obligations; (iv) employee wages, salaries, and related items (including, employee benefit programs, staffing agency payments, and independent contractor obligations); and (v) taxes and assessments. Where the Schedules and Statements list creditors and set forth the Debtors’ scheduled amounts attributable to such claims, such scheduled amounts reflect balances owed as of the Petition Date. To the extent any adjustments are necessary for payments made on account of such claims following the Petition Date pursuant to the First Day Orders, such adjustments have been included in the Schedules and Statements unless otherwise noted on the applicable Schedule or Statement. The Debtors reserve the right to update the Schedules and Statements to reflect payments made pursuant to the First Day Orders that may not be represented in the attached Schedules and Statements. 11. Other Paid Claims. To the extent the Debtors reach any postpetition settlement with a vendor or other creditor, the terms of such settlement will prevail, supersede amounts listed in the Schedules and Statements, and shall be enforceable by all parties, subject to Bankruptcy Court approval if necessary. To the extent the Debtors pay any of the claims listed in the Schedules and Statements pursuant to any orders entered by the Bankruptcy Court, the Debtors reserve all rights to amend and supplement the Schedules and Statements and take other action, such as filing claims objections, as is necessary and appropriate to avoid overpayment or duplicate payment for such liabilities. 12. Setoffs. The Debtors routinely incur setoffs from payors and suppliers in the ordinary course of business. Such ordinary course setoffs can arise from various items including, but not limited to, billing discrepancies, refund programs, returns, promotional funding, warranties, refunds, certain intercompany transactions, and other disputes between the Debtors and their payors and/or suppliers. These routine setoffs are consistent with ordinary course practice in the Debtors’ industry, and, therefore, can be particularly voluminous, unduly burdensome, and costly for the Debtors to regularly document. Therefore, although such setoffs and other similar rights may have been accounted for when
5scheduling certain amounts, these ordinary course setoffs are not independently accounted for, and, as such, are excluded from the Schedules and Statements. 13. Accounts Receivable. The accounts receivable information listed on the Schedules includes receivables from the Debtors’ residents and third-party payors and is calculated net of any amounts that, as of the Petition Date, may be owed to such residents and third-party payors in the form of offsets or other adjustments pursuant to the Debtors’ refund program policies and day-to-day operating policies and any applicable Bankruptcy Court order. 14. Inventory. Inventories are reported based on the net book value on the Debtors’ balance sheet as of the Reporting Date. 15. Excluded Assets and Liabilities. Certain liabilities resulting from accruals, liabilities recognized in accordance with GAAP, and/or estimates of long-term liabilities either are not payable at this time or have not yet been reported. Therefore, they do not represent specific claims as of the Petition Date and are not otherwise set forth in the Schedules. Additionally, certain deferred assets, charges, accounts, or reserves recorded for GAAP reporting purposes only, and certain assets with a net book value of zero, are not included in the Schedules. Excluded categories of assets and liabilities include, but are not limited to, deferred tax assets and liabilities, deferred income, deferred charges, self-insurance reserves, favorable lease rights, and unfavorable lease liabilities. Other immaterial assets and liabilities may have been excluded. 16. Reservation of Rights. Nothing contained in the Schedules, Statements, or Notes shall constitute a waiver of rights with respect to the Chapter 11 Cases, including, but not limited to, the following: a. Any failure to designate a claim listed on the Schedules and Statements as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by the Debtors that such amount is not “disputed,” “contingent,” or “unliquidated.” The Debtors reserve the right to dispute and to assert setoff rights, counterclaims, and defenses to any claim reflected on their Schedules as to amount, liability, and classification, and to otherwise subsequently designate any claim as “disputed,” “contingent,” or “unliquidated.” b. Notwithstanding that the Debtors have made reasonable efforts to correctly characterize, classify, categorize, or designate certain claims, assets, executory contracts, unexpired leases, and other items reported in the Schedules and Statements, the Debtors nonetheless may have improperly characterized, classified, categorized, or designated certain items. The Debtors thus reserve all rights to recharacterize, reclassify, recategorize, or redesignate items reported in the Schedules and Statements at a later time as is necessary and appropriate.
6c. The description of an amount as “unknown” or “undetermined” is not intended to reflect upon the materiality of such amount. d. The listing of a claim does not constitute an admission of liability by the Debtors, and the Debtors reserve the right to amend the Schedules accordingly. e. The listing of a claim on Schedule D as “secured” or on Schedule E/F as “priority unsecured,” or the listing a contract or lease on Schedule G as “executory” or “unexpired,” does not constitute an admission by the Debtors of the legal rights of the claimant, or a waiver of the Debtors’ rights to recharacterize or reclassify such claim or contract pursuant to a schedule amendment, claim objection, or otherwise. Moreover, although the Debtors may have scheduled claims of various creditors as secured claims for informational purposes, no current valuation of the Debtors’ assets in which such creditors may have a security interest has been undertaken. Except as provided in any order by the Bankruptcy Court that is or becomes final, the Debtors reserve all rights to dispute and challenge the secured nature or amount of any such creditor’s claims or the characterization of the structure of any transaction, or any document or instrument related to such creditor’s claim. f. In the ordinary course of their business, the Debtors lease property and equipment from certain third-party lessors for use in the daily operation of their business. Any such leases are set forth on Schedule G, and any current amounts due under such leases that were outstanding as of the Petition Date are listed on Schedule E/F. Nothing in the Schedules or Statements is or shall be construed as an admission or determination as to the legal status of any lease (including whether any lease is a true lease or a financing arrangement), and the Debtors reserve all rights with respect to any of such issues, including, the recharacterization thereof. g. The claims of individual creditors for, among other things, goods, products, services, or taxes are listed as the amounts entered on the Debtors’ books and records and may not reflect credits, allowances, or other adjustments due from such creditors to the Debtors. The Debtors reserve all of their rights with regard to such credits, allowances, and other adjustments, including but not limited to, the right to assert claims objections and/or setoffs with respect to the same. h. The Debtors’ businesses are part of a complex enterprise. Although the Debtors have exercised their reasonable efforts to ensure the accuracy of their Schedules and Statements, they nevertheless may contain errors and omissions. The Debtors hereby reserve all of their rights to dispute the validity, status, and enforceability of any contracts, agreements, and leases
7set forth on the Schedules and Statements, and to amend and supplement the Schedules and Statements as necessary. i. The Debtors further reserve all of their rights, claims, and causes of action with respect to the contracts and leases listed on the Schedules and Statements, including, but not limited to, the right to dispute and challenge the characterization or the structure of any transaction, document, and instrument related to a creditor’s claim. j. The Debtors exercised reasonable efforts to locate and identify guarantees and other secondary liability claims (the “Guarantees”) in their secured financings, debt instruments, and other agreements. However, a review of these agreements, specifically the Debtors’ unexpired leases and executory contracts, is ongoing. Where such Guarantees have been identified, they are included in the relevant Schedules and Statements. Guarantees embedded in the Debtors’ executory contracts, unexpired leases, secured financings, debt instruments, and other agreements inadvertently may have been omitted. The Debtors have reflected the obligations under the Guarantees for both the primary obligor and the guarantors with respect to their secured financings and debt instruments on Schedule H. Guarantees with respect to the Debtors’ executory contracts and unexpired leases are not included on Schedule H and the Debtors believe that certain Guarantees embedded in the Debtors’ executory contracts, unexpired leases, secured financing, debt instruments, and similar agreements may exist and, to the extent they do, will be identified upon further review. Thus, the Debtors reserve their rights to amend and supplement the Schedules and Statements to the extent that additional Guarantees are identified. In addition, the Debtors reserve the right to amend the Schedules and Statements to re-characterize and reclassify any such contract or claim. k. Listing a contract or lease on the Schedules and Statements shall not be deemed an admission that such contract is an executory contract, such lease is an unexpired lease, or that either necessarily is a binding, valid, and enforceable contract. The Debtors hereby expressly reserve the right to assert that any contract listed on the Schedules and Statements does not constitute an executory contract within the meaning of Bankruptcy Code section 365, as well as the right to assert that any lease so listed does not constitute an unexpired lease within the meaning of Bankruptcy Code section 365. l. Exclusion of certain intellectual property should not be construed to be an admission that such intellectual property rights have been abandoned, have been terminated or otherwise expired by their terms, or have been assigned or otherwise transferred pursuant to a sale, acquisition, or other transaction. Conversely, inclusion of certain intellectual property should
8not be construed to be an admission that such intellectual property rights have not been abandoned, have not been terminated or otherwise expired by their terms, or have not been assigned or otherwise transferred pursuant to a sale, acquisition, or other transaction. 17. Totals. All totals that are included in the Schedules and Statements represent totals of all the known amounts included in the Schedules and Statements and exclude items identified as “unknown” or “undetermined.” If there are unknown or undetermined amounts, the actual totals may be materially different from the listed totals. Where a claim or other amount is marked as “unliquidated,” but the Debtors also report a dollar value, such dollar value may indicate only the known or determined amount of such claim or amount, the balance of which is unliquidated. SPECIFIC DISCLOSURES WITH RESPECT TO THE SCHEDULES Schedules A/B Part 1. As set forth more fully in the Cash Management Motion, the Company uses an integrated cash management system to pay its financial obligations, centrally control and monitor available cash and record accurate financial data. The Debtors’ cash management system comprises more than 150 bank accounts (the “Bank Accounts”), which are largely concentrated in three main categories: (a) cash collection and concentration accounts relating to the Debtors’ businesses; (b) cash disbursements; and (c) accounts held on behalf of residents. Further details with respect to the cash management system are provided in the Cash Management Motion. Part 2. The Debtors maintain certain deposits in the conduct of their business operations. These deposits are included in the Schedules for the appropriate legal entity. Types of deposits include, among other things, lease deposits, utility deposits, and a certificate of deposit related to the Debtors’ Purchasing Card Program as described in the Cash Management Motion. Certain prepaid or amortized assets are listed in Part 2 in accordance with the Debtors’ books and records. The amounts listed in Part 2 do not necessarily reflect assets that the Debtors will be able to collect or realize. These amounts listed in Part 2 include, among other things, prepaid licenses, prepaid insurance, prepaid fees including bank fees, prepaid utilities, prepaid postage and supplies, and other prepaid services. Part 3. The Debtors’ accounts receivable information includes receivables from the Debtors’ residents or third-party payors, which are calculated net of any amounts that, as of the Petition Date, may be owed to such parties in the form of offsets or other adjustments pursuant to the Debtors’ refund programs and day-to-day operations or may, in the Debtors’ opinion, be difficult to collect from such parties due to the passage of time or other circumstances. Certain Debtors that do not currently operate facilities reflect total accounts receivable balances that are negative. These negative account balances relate to amounts owed to Medicaid that do not have offsets in accounts receivable. The Debtors do not include negative accounts receivable balances in response to Part 3 but list these balances as amounts due to Medicaid in response to Part 2 of Schedule E/F.
9The accounts receivable balances in this section exclude intercompany related receivables. Intercompany related receivables are instead shown in the response to Part 11, Question 77. Part 4. Other than inter-company ownership, the Debtors do not hold any investments. Part 5. Amounts presented include primarily food, medical, and maintenance supplies. Total balances are as of September 30, 2021. However, amounts presented as inventory receipts within 20 days of the Petition Date are derived from the Debtors’ actual records of inventory received. The amounts listed in Part 5 should not be interpreted as an estimate of outstanding section 503(b)(9) balances. Part 7. Although the Debtors reflect furniture, fixtures, and equipment in their books and records, any such items within the operating facilities are property of the Debtors’ respective landlords. Part 9. The Debtors have listed leasehold improvements in response to Part 7. Part 12. The accounts receivable balances in this section exclude intercompany related receivables. Intercompany balances are instead reflected in Part 11. Schedule D. The claims listed on Schedule D, as well as the guarantees of those claims listed on Schedule H, arose and were incurred on various dates. A determination of the date on which each claim arose or was incurred would be unduly burdensome and cost prohibitive. Accordingly, not all such dates are included for each claim. To the best of the Debtors’ knowledge, all claims listed on Schedule D arose or were incurred before the Petition Date. Reference to the applicable loan agreements and related documents or other instrument creating the purported lien is necessary for a complete description of the collateral and the nature, extent, and priority of liens. Nothing in the Global Notes or the Schedules and Statements shall be deemed a modification or interpretation of the terms of such agreements. Except as specifically stated on Schedule D, real property lessors, utility companies, and other parties that may hold security deposits have not been listed on Schedule D. New Ark Capital, LLC (“New Ark”) and certain affiliates and subsidiaries of Omega Healthcare Investors, Inc. (collectively, the “Omega Landlords”), secured creditors included on Schedule D, have an interest in certain of the same property. Other secured lenders listed in Schedule D may have an interest in specific assets. Schedules E/F. The claims listed on Schedules E/F arose and were incurred on various dates. A determination of the date upon which each claim arose or was incurred would be unduly burdensome and cost prohibitive. Accordingly, no such dates are included for each claim listed on Schedules E/F. To the best of the Debtors’ knowledge, all claims listed on Schedules E/F arose or were incurred before the Petition Date. Part 1. Claims owing to various taxing authorities to which the Debtors potentially may be liable, and which the Debtors have received notice of liability from such taxing authorities, are reported on Part 1. Certain of such claims, however, may be subject to ongoing audits and/or the claims will be satisfied in the ordinary course during the Chapter 11 Cases pursuant to authority
10granted to the Debtors in the relevant First Day Orders. Therefore, the Debtors have listed all such claims as “contingent,” “unliquidated,” and “disputed,” pending final resolution of ongoing audits or other outstanding issues. Part 2. The Debtors have exercised their reasonable efforts to list all liabilities on Part 2 of each applicable Debtor’s Schedule. As a result of the Debtors’ consolidated operations, however, Part 2 for each Debtor should be reviewed for a complete understanding of the unsecured claims against the Debtors. The Debtors reserve their right to dispute or challenge the validity, perfection, or immunity from avoidance of any lien purported to be perfected by a creditor listed on Schedule E/F of any Debtor. In addition, the Debtors reserve their right to dispute or challenge any priority asserted with respect to any liabilities listed on Schedule E/F. The Debtors have made reasonable efforts to include all unsecured creditors on Part 2 including, but not limited to, trade creditors, landlords, utility companies, consultants, and other service providers. The Debtors, however, believe that there are instances where creditors have yet to provide proper invoices for prepetition goods or services. Part 2 contains information regarding pending litigation involving the Debtors. To the extent that litigation involving a particular Debtor has been identified, such information is included on that Debtor’s Schedule E/F. Unknown amounts for potential claims are listed as “undetermined” and marked as contingent, unliquidated, and disputed in the Schedules. Part 2 does not include certain balances including deferred liabilities, accruals, or reserves. Such amounts are, however, reflected on the Debtors’ books and records as required in accordance with GAAP. Such accruals primarily represent estimates of liabilities and do not represent specific claims as of the Petition Date. The claims of individual creditors may not reflect credits and/or allowances due from creditors to the applicable Debtor. The Debtors reserve all of their rights with respect to any such credits and/or allowances, including the right to assert objections and/or setoffs or recoupments with respect to same. The Bankruptcy Court has authorized the Debtors to pay, in their discretion, certain unsecured claims pursuant to the First Day Orders. To the extent practicable, each Debtor’s Schedule E/F is intended to reflect the balance as of the Petition Date, adjusted for postpetition payments made under the First Day Orders. Each Debtor’s Schedule E/F will reflect some of such Debtor’s payment of certain claims pursuant to the First Day Orders, and, to the extent an unsecured claim has been paid or may be paid, it is possible such claim is not included on Schedule E/F. Certain Debtors may pay additional claims listed on Schedule E/F during the Chapter 11 Cases pursuant to the First Day Orders and other orders of the Bankruptcy Court and the Debtors reserve all of their rights to update Schedule E/F to reflect such payments or to modify the claims register to account for the satisfaction of such claims. Additionally, Schedule E/F does not include potential rejection damage claims, if any, of the counterparties to executory contracts and unexpired leases that have been, or may be, rejected.
11Schedule G. Although reasonable efforts have been made to ensure the accuracy of Schedule G regarding executory contracts and unexpired leases (collectively, the “Agreements”), the Debtors’ review process of the Agreements is ongoing and inadvertent errors, omissions, or over-inclusion may have occurred. The Debtors may have entered into various other types of Agreements in the ordinary course of their businesses, such as indemnity agreements, supplemental agreements, amendments/letter agreements, and confidentiality agreements which may not be set forth in Schedule G. Schedule G may be amended at any time to add any omitted Agreements. Likewise, the listing of an Agreement on Schedule G does not constitute an admission that such Agreement is an executory contract or unexpired lease or that such Agreement was in effect on the Petition Date or is valid or enforceable. The Agreements listed on Schedule G may have expired or may have been modified, amended, or supplemented from time to time by various amendments, restatements, waivers, estoppel certificates, letters, and other documents, instruments, and agreements which may not be listed on Schedule G. Executory contracts for short-term service orders that are oral in nature have not been included in Schedule G. Any and all of the Debtors’ rights, claims, and causes of action with respect to the Agreements listed on Schedule G are hereby reserved and preserved, and as such, the Debtors hereby reserve all of their rights to (i) dispute the validity, status, or enforceability of any Agreements set forth on Schedule G, (ii) dispute or challenge the characterization of the structure of any transaction, or any document or instrument related to a creditor’s claim, including, but not limited to, the Agreements listed on Schedule G, and (iii) amend or supplement such Schedule as necessary. Certain of the Agreements listed on Schedule G may have been entered into by or on behalf of more than one of the Debtors. Additionally, the specific Debtor obligor(s) to certain of the Agreements could not be specifically ascertained in every circumstance. In such cases, the Debtors have made reasonable efforts to identify the correct Debtor’s Schedule G on which to list the Agreement. Schedule H. The Debtors are party to various debt agreements which were executed by multiple Debtors. The guaranty obligations under prepetition secured credit agreements are noted on Schedule H for each individual Debtor. In the ordinary course of their businesses, the Debtors are involved in pending or threatened litigation and claims arising out of the conduct of their businesses. Some of these matters may involve multiple plaintiffs and defendants, some or all of whom may assert cross-claims and counter-claims against other parties. To the extent such claims are listed elsewhere in the Schedules of each applicable Debtor, they have not been set forth individually on Schedule H. Furthermore, the Debtors may not have identified on Schedule H certain guarantees that are embedded in the Debtors’ executory contracts, unexpired leases, secured financings, debt instruments, and other such agreements. No claim set forth on the Schedules and Statements of any Debtor is intended to acknowledge claims of creditors that are otherwise satisfied or discharged by other Debtors or non-Debtors. Due to their voluminous nature, and to avoid unnecessary duplication, the Debtors have not included on Schedule H debts for which more than one Debtor may be liable if such debts were already reflected on Schedule E/F or Schedule G for the respective Debtors subject to such debt. To the extent these Notes include notes specific to Schedules D-G, such Notes also apply to the co-Debtors listed in
12Schedule H. The Debtors reserve all of their rights to amend the Schedules to the extent that additional guarantees are identified or such guarantees are discovered to have expired or be unenforceable. Specific Disclosures with Respect to the Statements Statement 1. Gross revenue reflects revenue achieved by each Debtor over the relevant periods and does not take into account eliminations or adjustments that might be applied through consolidation accounting. The Debtors’ fiscal year ends on December 31 of each year. Year-to-date revenue is reported for the nine-month period ended September 30, 2021. Statement 2. Non-business revenue achieved by each Debtors over the relevant periods reflects provider relief from the CARES Act program enacted in March 2020. Statement 3. As described in the Cash Management Motion, the Debtors utilize their integrated, centralized cash management system to collect, concentrate, and disburse funds generated by their operations. The obligations of the Debtors are primarily paid by and through Gulf Coast notwithstanding that certain obligations may be obligations of one or more of the Debtors as described in the Cash Management Motion. The payments disclosed in Statement 3 are based on payments made by the Debtors with payment dates from July 16, 2021 through October 13, 2021. The actual dates that cash cleared the Debtors’ Bank Accounts were not considered. The Debtors’ accounts payable system does not include the corresponding payment clear dates and compiling this data would have required a significant manual review of individual bank statements. It is expected, however, that many payments included in Statement 3 have payment clear dates that are the same as payment dates (e.g., wires and other forms of electronic payments). The response to Statement 3 excludes (i) payments made as part of regular and ordinary course individual expense reimbursements and payroll disbursements to employees and (ii) disbursements or transfers listed on Statements 4, 9, and 11. Amounts still owed to creditors will appear on the Schedules for each Debtor, as applicable. All payments for services of any entities that provided consultation concerning debt counseling or restructuring services, relief under the Bankruptcy Code, or preparation of a petition in bankruptcy within one year immediately preceding the Petition Date are listed on Statement 11 and are excluded from Statement 3. The amounts listed in Statement 3 reflect the Debtors’ disbursements netted against any check level detail; thus, to the extent a disbursement was made to pay for multiple invoices, only one entry has been listed on Statement 3. Statement 4. For purposes of the Schedules and Statements, the Debtors define “insiders” as (i) officers, directors, and anyone in control of a corporate Debtor and their relatives; and (ii) affiliates of the Debtors and insiders of such affiliates.3 Individuals listed in the Statements 3 Out of an abundance of caution, the Debtors are listing New Ark, Health Care Navigator, LLC (“HCN”), HMS Purchasing, LLC (“HMS”), and Halcyon Rehabilitation, LLC (“Halcyon”) as “insiders” due to their common
13as insiders have been included for informational purposes only. The payroll-related amounts shown in response to this question for any salary, bonus, or additional compensation are gross amounts that do not include reductions for amounts including employee tax or benefit withholdings. The Debtors also issue corporate-paid credit cards and reimburse direct business expenses incurred by insiders. Such business expenses also are included in Statement 4. Home addresses for directors, employees, and former employees identified as insiders have not been included in the Statements for privacy reasons. Amounts still owed to creditors will appear on the Schedules for each of the Debtors, as applicable. Pursuant to the Debtors’ cash management system, payments made to various parties may be made from a single Debtor on behalf of one or more Debtor entities. The Debtors have only listed each payment on the response to Statement 4 for the Debtor entity that disbursed the payment. The payments disclosed in Statement 4 are based on payments made by the Debtors with payment dates from October 14, 2020 through October 13, 2021. The actual dates that cash cleared the Debtors’ Bank Accounts were not considered. The Debtors’ accounts payable system does not include the corresponding payment clear dates and compiling this data would have required a significant manual review of individual bank statements. It is expected, however, that many payments included in Statement 4 have payment clear dates that are the same as payment dates (e.g., wires and other forms of electronic payments). With respect to intercompany transfers, given the volume of transfers and nature of noncash accounting adjustments, it would be prohibitively expensive, unduly burdensome, and an inefficient use of estate resources for the Debtors to separate and list such claims on an individual basis. Rather, the Debtors have provided intercompany balances as of the Petition Date on the Schedules for each Debtor, as applicable. Certain payments were made to Ankura Consulting Group, LLC prior to October 13, 2021, when M. Benjamin Jones was appointed as Chief Restructuring Officer and Russell A. Perry was appointed as Assistant Chief Restructuring Officer. Those payments are listed on Statement 11. Statement 6. The Debtors do not list setoffs taken by Centers for Medicare & Medicaid Services, as they are made in the ordinary course of business and with the Debtors’ permission. Statement 7. Information provided on Statement 7 includes only those legal disputes and administrative proceedings that are formally recognized by an administrative, judicial, or other adjudicative forum. While the Debtors believe they were diligent in their efforts, it is possible that certain suits and proceedings may have been inadvertently excluded in the Debtors’ response to Statement 7. The Debtors reserve all of their rights to amend or supplement their response to Statement 7. Statement 11. Although the services of any entity who provided a Debtor with consultation concerning debt counseling or restructuring services, relief under the Bankruptcy Code, or indirect beneficial ownership with the Debtors. The Debtors reserve all rights to dispute whether someone identified in response to Statement 4 is in fact an “insider” as defined in Bankruptcy Code section 101(31).
15on behalf of their residents in the ordinary course of business and have received authorization to do so under the final cash management order [Docket No. 242]. To the extent that any of the funds described above are held in trust for the benefit of third parties, such funds do not constitute property of the Debtors’ estates. All account balances are as of October 12, 2021. Statement 26. The Debtors have provided financial statements in the ordinary course of their businesses to various financial institutions, creditors, landlords, and other parties within two years immediately before the Petition Date, and have used reasonable efforts to list such recipients on Statement 26. Statement 30. Any and all known disbursements to insiders have been listed in response to Statement 4. Statement 31. Various Debtor limited liability companies (each, a “LLC”) are disregarded for tax purposes. Income generated by a LLC is consolidated at a higher reporting unit level. ***END OF GLOBAL NOTES*** **SCHEDULES AND STATEMENTS BEGIN ON THE FOLLOWING PAGE**
16nited States Bankruptcy Court for the: Delaware ase number 21-11375 if known) ¨ Check if this is an amended filing fficial Form 207 tatement of Financial Affairs for Non-Individuals Filing for Bankruptcy04/19 he debtor must answer every question. If more space is needed, attach a separate sheet to this form. On the top of any additional pages, rite the debtor’s name and case number (if known). art 1: Income 1. Gross revenue from business ¨ None Identify the beginning and ending dates of the debtor’s fiscal year, which Sources of revenue Gross revenue may be a calendar year Check all that apply (before deductions and exclusions) FROM THE BEGINNING OF From 1/1/2021 To 9/30/2021 þ Operating a business $4,611,412.47 THE FISCAL YEAR TO ¨ Other FILING DATE: FOR PRIOR YEAR: From 1/1/2020 To 12/31/2020 þ Operating a business $6,892,248.87 ¨ Other FOR THE YEAR BEFORE From 1/1/2019 To 12/31/2019 þ Operating a business $6,593,358.75 THAT: ¨ Other 2. Non-business revenue Include revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected from lawsuits, and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1. ¨ None Description of sources of revenue Gross revenue from each source (before deductions and exclusions) FROM THE BEGINNING From 1/1/2021 To 9/30/2021 CARES ACT GRANT REVENUE $61,433.00 OF THE FISCAL YEAR TO FILING DATE: FOR PRIOR YEAR: From 1/1/2020 To 12/31/2020 CARES ACT GRANT REVENUE $657,694.82 art 2: List Certain Transfers Made Before Filing for Bankruptcy3. Certain payments or transfers to creditors within 90 days before filing this caseList payments or transfers¾including expense reimbursements¾to any creditor, other than regular employee compensation, within 90 days before filing this case unless the aggregate value of all property transferred to that creditor is less than $6,825. (This amount may be adjusted on 4/1/22 and every 3 years after that with respect to cases filed on or after the date of adjustment.)þ None 4. Payments or other transfers of property made within 1 year before filing this case that benefited any insider List payments or transfers, including expense reimbursements, made within 1 year before filing this case on debts owed to an insider or guaranteed or cosigned by an insider unless the aggregate value of all property transferred to or for the benefit of the insider is less than . (This amount may be adjusted on and every 3 years after that with respect to cases filed on or after the date of adjustment.) Do not include any payments listed in line 3. Insiders include officers, directors, and anyone in control of a corporate debtor and their relatives; general partners of a partnership debtor and their relatives; affiliates of the debtor and insiders of such affiliates; and any managing agent of the debtor. 11 U.S.C. § 101(31). þ None
175. Repossessions, foreclosures, and returns List all property of the debtor that was obtained by a creditor within 1 year before filing this case, including property repossessed by a creditor, sold at a foreclosure sale, transferred by a deed in lieu of foreclosure, or returned to the seller. Do not include property listed in line 6. þ None 6. Setoffs List any creditor, including a bank or financial institution, that within 90 days before filing this case set off or otherwise took anything from an account of the debtor without permission or refused to make a payment at the debtor’s direction from an account of the debtor because the debtor owed a debt. þ None art 3: Legal Actions or Assignments 7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental auditsList the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor was involved in any capacity-within 1 year before filing this case. ¨ None Case title Nature of case Court or agency’s name and address Status of caseLUNSFORD, CLARA (E/O) V. NF PROFESSIONAL LIABILITY N/A þ PendingCHIPOLA, LLC (D/B/A CHIPOLA ¨ On appeal HEALTH AND REHABILITATION ¨ Concluded CENTER) Case number N/A MCCLAIN, DEBRA V. NF CHIPOLA, EMPLOYEE CIRCUIT COURT OF THE þ PendingLLC (D/B/A CHIPOLA HEALTH AND FOURTEENTH JUDICIAL CIRCUIT, ¨ On appealREHABILITATION CENTER) IN AND FOR JACKSON COUNTY, ¨ ConcludedFLORIDA Case number 4445 LAFAYETTE ST. 19-CA-27 MARIANNA, FL 32446 8. Assignments and receivership List any property in the hands of an assignee for the benefit of creditors during the 120 days before filing this case and any property in the hands of a receiver, custodian, or other court-appointed officer within 1 year before filing this case. þ None art 4: Certain Gifts and Charitable Contributions 9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before filing this case unless the aggregate value of the gifts to that recipient is less than $1,000 þ None art 5: Certain Losses 10.All losses from fire, theft, or other casualty within 1 year before filing this case. þ None art 6: Certain Payments or Transfers 11.Payments related to bankruptcy List any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year before the filing of this case to another person or entity, including attorneys, that the debtor consulted about debt consolidation or restructuring, seeking bankruptcy relief, or filing a bankruptcy case. þ None 12.Self-settled trusts of which the debtor is a beneficiary List any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years before the filing of this case to a self-settled trust or similar device. Do not include transfers already listed on this statement.
1919.Safe deposit boxes List any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 year before filing this case. þ None 20.Off-premises storage List any property kept in storage units or warehouses within 1 year before filing this case. Do not include facilities that are in a part of a building in which the debtor does business. þ None art 11: Property the Debtor Holds or Controls That the Debtor Does Not Own21.Property held for another List any property that the debtor holds or controls that another entity owns. Include any property borrowed from, being stored for, or held in trust. Do not list leased or rented property. ¨ None Owner's name and address Location of property Description of the property ValueMARIANNA HOLDINGS, LLC 4294 3RD AVENUE, MARIANNA, FL EQUIPMENT $14,796.31ATTN: DANIEL J. BOOTH 32446-2137 303 INTERNATIONAL CIRCLE, SUITE 200 HUNT VALLEY, MD 21030 RESIDENTS (VARIOUS) SUNTRUST, 5224 STEWART STREET, RESIDENT TRUST $31,372.584294 3RD AVENUE MILTON, FL 32570 MARIANNA, FL 32446 art 12: Details About Environmental Information For the purpose of Part 12, the following definitions apply: n Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardous material, regardless of the medium affected (air, land, water, or any other medium). n Site means any location, facility, or property, including disposal sites, that the debtor now owns, operates, or utilizes or that the debtor formerly owned, operated, or utilized. n Hazardous material means anything that an environmental law defines as hazardous or toxic, or describes as a pollutant, contaminant, or a similarly harmful substance. Report all notices, releases, and proceedings known, regardless of when they occurred. 22.Has the debtor been a party in any judicial or administrative proceeding under any environmental law? Include settlements and orders. þ No ¨ Yes. Provide details below. 23.Has any governmental unit otherwise notified the debtor that the debtor may be liable or potentially liable under or in violation of an environmental law? þ No ¨ Yes. Provide details below. 24.Has the debtor notified any governmental unit of any release of hazardous material? þ No ¨ Yes. Provide details below. art 13: Details About the Debtor’s Business or Connections to Any Business25.Other businesses in which the debtor has or has had an interestList any business for which the debtor was an owner, partner, member, or otherwise a person in control within 6 years before filing this case. Include this information even if already listed in the Schedules. þ None 26.Books, records, and financial statements 26a. List all accountants and bookkeepers who maintained the debtor’s books and records within 2 years before filing this case. ¨ None
20Name and address Dates of service CHLOE ECHEZABAL From 11/2020 To CURRENT 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 GREG DAVIS From 10/2019 To CURRENT 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 HEATHER D. HARDY From 3/2/1996 To CURRENT 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 JAMES WILSON From 3/1/2020 To CURRENT 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 JERRI L. BARNES From 3/6/2006 To CURRENT 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 LAURA SAULS From 10/2019 To 10/2020 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 MIKE HAMPTON From 9/21/2016 To CURRENT 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 PATRICK BAILEY From 02/2021 To CURRENT 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 ROSARIO BUTLER From 1/18/2006 To CURRENT 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 SHERYL WOLF From 5/13/2015 To CURRENT 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 TRACEY HORN From 11/1/2019 To 02/2021 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 TRACIE FAIRMAN From 3/21/2016 To CURRENT 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 26b. List all firms or individuals who have audited, compiled, or reviewed debtor’s books of account and records or prepared a financial statement within 2 years before filing this case. ¨ None Name and address Dates of service CROWE, LLP From 10/2016 To CURRENT P.O BOX 71570 CHICAGO, IL 60694-1570 OSTROW REISIN BERK & ABRAMS, LTD From 12/2018 To CURRENT NBC TOWER, SUITE 1500 455 NORTH CITYFRONT PLAZA DRIVE CHICAGO, IL 60611-5313 PWC HOLDINGS NO.21, LLC From 1/2018 To CURRENT P.O BOX 932011 ATLANTA, GA 31193-2011 26c. List all firms or individuals who were in possession of the debtor’s books of account and records when this case is filed. ¨ None Name and address If any books of account and records are unavailable, explain why CHLOE ECHEZABAL 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 GREG DAVIS 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 HEATHER D. HARDY 9511 HOLSBERRY LANE SUITE B11
21unavailable, explain why JAMES WILSON 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 JERRI L. BARNES 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 LAURA SAULS 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 MIKE HAMPTON 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 PATRICK BAILEY 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 ROSARIO BUTLER 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 SHERYL WOLF 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 TRACEY HORN 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 TRACIE FAIRMAN 9511 HOLSBERRY LANE SUITE B11 PENSACOLA, FL 32534 26d. List all financial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a financial statement within 2 years before filing this case. ¨ None Name and address BEECHER CARLSON 6 CONCOURSE PARKWAY SUITE 2300 ATLANTA, GA 30328 CROWE, LLP P.O. BOX 71570 CHICAGO, IL 60694-1570 DELTA HEALTH GROUP, LLC ATTN: SCOTT BELL 20000 VILLAFANE DRIVE PENSACOLA, FL 32503 NEW ARK CAPITAL, LLC ATTN: RAYMOND MULRY, GENERAL COUNSEL 2 BRIDGE STREET, SUITE 210 IRVINGTON, NY 10533 OMEGA LANDLORDS ATTN: DANIEL J. BOOTH 303 INTERNATIONAL CIRCLE, SUITE 200 HUNT VALLEY, MD 21030 OSTROW REISIN BERK & ABRAMS, LTD. 455 NORTH CITYFRONT PLAZA DR. SUITE 2600 CHICAGO, IL 60611-5379 WELLS FARGO BANK, N.A. 420 MONTGOMERY STREET SAN FRANCISCO, CA 94104 27.Inventories Have any inventories of the debtor’s property been taken within 2 years before filing this case? þ None 28.List the debtor’s officers, directors, managing members, general partners, members in control, controlling shareholders, or other people in control of the debtor at the time of the filing of this case. ¨ None
22interest GULF COAST FACILITIES, ATTN: RAYMOND MULRY, GENERAL SHAREHOLDER 100LLC COUNSEL 2 BRIDGE STREET, SUITE 210 IRVINGTON, NY 10533 BEN JONES 485 LEXINGTON AVE CHIEF RESTRUCTURING N/A NEW YORK, NY 10017 OFFICER RUSSELL PERRY 2021 MCKINNEY AVENUE ASSISTANT CHIEF N/A SUITE 340 RESTRUCTURING DALLAS, TX 75201 OFFICER 29.Within 1 year before the filing of this case, did the debtor have officers, directors, managing members, general partners, members in control of the debtor, or shareholders in control of the debtor who no longer hold these positions? þ None 30.Payments, distributions, or withdrawals credited or given to insiders Within 1 year before filing this case, did the debtor provide an insider with value in any form, including salary, other compensation, draws, bonuses, loans, credits on loans, stock redemptions, and options exercised? þ None 31.Within 6 years before filing this case, has the debtor been a member of any consolidated group for tax purposes? ¨ None Name of the parent corporation Employer identification number of the parent corporation. GULF COAST FACILITIES, LLC 26-2578073 32.Within 6 years before filing this case, has the debtor as an employer been responsible for contributing to a pension fund? þ None
23art 14: Signature and Declaration WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571. I have examined the information in this Statement of Financial Affairs and any attachments and have a reasonable belief that the information is true and correct. I declare under penalty of perjury that the foregoing is true and correct. Executed on 11/30/2021. û /s/ M. Benjamin Jones M. Benjamin Jones Signature of individual signing on behalf of the debtor Printed Name Chief Restructuring Officer Position or relationship to debtor Are additional pages to Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy (Official Form 207) attached? þ No ¨ Yes