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36027/2 04/02/2019 204015898.1
UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION
In re:
MISSION COAL COMPANY, LLC, et al.,
Debtors.
Chapter 11
Case No. 18-04177-TOM11
Jointly Administered
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS’ WITNESS AND
EXHIBIT LIST FOR APRIL 3, 2019 HEARING
The Official Committee of Unsecured Creditors (the “Committee”) of Mission Coal
Company, LLC and its debtor affiliates (the “Debtors”), respectfully submit this Witness and
Exhibit List (the “List”) for the Debtors plan confirmation hearing to begin on April 3, 2019 at
9:00 am (prevailing Central Time) (the “Hearing”).
EXHIBIT LIST
Exhibit
No.
Bates Description Offered Objection Admitted
UCC-1 CB00000261 December 31, 2016
engagement
information
spreadsheet
assembled by Cherry
Bekaert with project
schedule.
UCC-2 CB00033021 Mission Coal's 2016
equity rollforward
prepared by Josh
Stickley of Cherry
Bekaert.
UCC-3 CB00053376 Mission Coal's 2017
equity rollforward
prepared by Josh
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 1 of 18
-2-
Stickley of Cherry
Bekaert.
UCC-4 CLARKE_10012136 Mission Coal's cash
position as of
October 23, 2017
prepared by Bill
Campbell.
UCC-5 CLARKE_10013209 Mission Coal's cash
position as of
November 30, 2017
prepared by Bill
Campbell.
UCC-6 CLARKE_10014040 December 31, 2017
email from Ken
McCoy to Tom
Clarke re
management fees.
UCC-7 CLARKE_10014856 August 13, 2018
email from Ken
McCoy to Tom
Clarke forwarding
Bill Campbell's
email complaining
about Charles
Ebetino's
management fee
invoice.
UCC-8 CLARKE_10014857 Invoice dated
08/05/2018 for
48,528.79 from
ENCECo to Mission
Coal.
UCC-9 CLARKE_10015227 February 6, 2018
email from Bill
Campbell re "Cash
Crisis" to Mike
Zervos and Alan
Jones and copying
Ken McCoy, Tom
Clarke, Jason
McCoy, and Charles
Ebetino.
UCC-
10
CLARKE_10015655 March 08, 2018
email from Bill
Campbell re "Cash
Position" to Mike
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 2 of 18
-3-
Zervos, Ken McCoy,
Jason McCoy, Tom
Clarke, Charles
Ebetino, and George
Mickum.
UCC-
11
CLARKE_10015684 March 19, 2018
email from Bill
Campbell re "Cash
Position" to Mike
Zervos, Ken McCoy,
Jason McCoy, Tom
Clarke, Charles
Ebetino, and George
Mickum.
UCC-
12
CLARKE_10064328 March 5, 2018 email
from Bill Campbell
re "Cash" to Mike
Zervos, Ken McCoy,
Jason McCoy, Tom
Clarke, Charles
Ebetino, and David
Fortner
UCC-
13
CLARKE_10064329 Mission Coal's
March 2018 cash
position.
UCC-
14
CLARKE_10064498 April 7, 2018 email
from Bill Campbell
re "Cash Position" to
Mike Zervos, Ken
McCOy, Jason
McCOy, Charles
Ebetino, and David
Fortner
UCC-
15
CLARKE_10069005 September 8, 2018
email from Charles
Ebetino to Tom
Clarke re
"Recommended
Directors for
Seminole"
UCC-
16
CLARKE_10069006 David G. Heiman,
Esq. Biography
UCC-
17
CLARKE_10069007 Anthon Horton’s CV
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 3 of 18
-4-
UCC-
18
CLARKE_10102426 May 11, 2017 email
from Bill Campbell
re Weekly Cash
Requirements to Ken
McCoy, Tom Clarke,
Jason McCoy,
Charles Ebetino,
George Mickum and
Mike Zervos
UCC-
19
CLARKE_10102427 Mission Coal and
Federal Minimum
Cash Requirements
"Fixed Costs"
UCC-
20
CLARKE_10108224 June 28, 2018 email
from Bill Campbell
re "Taxes Due 2018"
to Mike Zervos, Ken
McCoy, Jason
McCoy, Tom Clarke,
Chuck Ebetino, and
David Fortner
UCC-
21
CLARKE_10108225 Mission Coal's 2018
Taxes Owed
UCC-
22
CLARKE_10113769 May 15, 2017 email
from Bill Campbell
re "Cash Position" to
Ken McCoy, Tom
Clarke, Jason
McCoy, Charles
Ebetino, Brent
Mickum, Mike
Zervos and Alan
Jones
UCC-
23
McCoy010487 January 12, 2016
email from Tom
Summers to Jason
McCoy re "Wires
Sent"
UCC-
24
McCoy016886 Execution Copy of
the April 11, 2017
Member Interest
Purchase Agreement
UCC-
25
McCoy018088 June 13, 2017 email
from David Turner
re "Management
Fees" to David
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 4 of 18
-5-
Turner Joshua
Stickley and Jason
McCoy.
UCC-
26
McCoy018093 January 1, 2016
(back-dated)
"Management
Agreement" between
Iron
Management,LLC,
Lara Natural
Resources, and
Seneca Coal
Resources, LLC.
UCC-
27
McCoy018773 October 28, 2016
email from David
Turner to Jason
McCoy re
"Distribution"
UCC-
28
McCoy020205 November 14, 2017
email from Astricka
Wilhelm to Jason
McCoy and George
Mickum attaching a
"Copy of Owner
Distribution
Summary".
UCC-
29
McCoy020206 November 28, 2016
Owner Distribution
Summary
UCC-
30
MISSIONCOAL00000306 December 31, 2016
(believed to be back-
dated) ERP Federal
Mining Complex,
LLC, Non-
Negotiable, On
Demand, Unsecured
Revolving
Promissory Note.
UCC-
31
MISSIONCOAL00000309 June 30, 2017
(believed to be back-
dated) ERP Mineral
Reserves, LLC, Non-
Negotiable, On-
Demand, Unsecure
Promissory Note.
UCC- MISSIONCOAL00003094 Sources and uses of
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 5 of 18
-6-
32 MCF Loan
UCC-
33
MISSIONCOAL00003184 Board Members
Expense
Reconcilliation
UCC-
34
MISSIONCOAL00003188 Mission Coal Owner
Compensation and
Fees Summary
UCC-
35
MISSIONCOAL00003190 Mission Coal
"Owner/Other Fees
2018" Document
UCC-
36
MISSIONCOAL00015523 April 30, 2018 letter
from Cherry Bekaert
to Mission Coal re
accounting problems.
UCC-
37
MISSIONCOAL00016638 January 18, 2018
(incorrectly dated as
2017) letter from EY
to Alan Jones re
"Valuation to
estimate Fair Market
Value of . . . Equity
in Seneca Coal
Resources and
Seminole Coal
Resources"
UCC-
38
MISSIONCOAL00017102 April 30, 2018
Mission Coal Audit
Report by Cherry
Bekaert
UCC-
39
MISSIONCOAL00019594 September 28, 2018
Member Interest
Purchase Agreement
UCC-
40
MISSIONCOAL00021335 October 2, 2016
email from Bill
Campbell re "Cash"
to Robert McAtee
UCC-
41
MISSIONCOAL00021458 Novermber 9, 2016
email from Bill
Campbell re
"Management Fees"
to Bill Hunter
UCC-
42
MISSIONCOAL00021710 December 13, 2016
email from Bill
Campbell re
"Seneca/Zhengzhuo
Mortgages - Need
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 6 of 18
-7-
Coding" to Jennifer
Bell
UCC-
43
MISSIONCOAL00029147 May 18, 2018
"Equiptment Purchas
and Sale Agreement"
UCC-
44
MISSIONCOAL00029402
(excerpt)
June 8, 2017
"Unconditional
Guaranty of Payment
and Performance . . .
In favor of Bay Point
Capital Partners, LP"
UCC-
45
MISSIONCOAL00031893 January 31, 2018
"Solvency
Certificate" for
Mission Coal
Company, LLC
UCC-
46
MISSIONCOAL00039108 November 26, 2018
email from Mike
Morgus to Alan
Jones and Janie
Adams re "Update
Schedule Request
5.11" discussing
taxes.
UCC-
47
MISSIONCOAL00039109 "Copy of 5.11 Tax
Returns and Reports
Updates"
UCC-
48
MISSIONCOAL00039623 November 7, 2018
email from Luke
Javernik "re Legal
and Tax Questions
from Arcelor"
UCC-
49
MISSIONCOAL00039625 Mission Coal
Company LLC's Tax
Calendar
UCC-
50
MISSIONCOAL00039626 Mission Coal
Company LLC's Tax
Due Dilligence
UCC-
51
MISSIONCOAL00040875 July 26, 2018 email
from Charles Ebetino
re "Bay Point $4.0
million" to Ken
McCoy, Jason
McCoy, and Tom
Clarke
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 7 of 18
-8-
UCC-
52
MISSIONCOAL00041902 May 7, 2018 email
from Bill Campbel to
Mike Zervos re
"Cash Position"
UCC-
53
MISSIONCOAL00044938 February 28, 2018
email from Rodney
Thorton re
"intercompany
amounts" to Alan
Jones
UCC-
54
MISSIONCOAL00045010 February 17, 2018
email from Bill
Campbell re "Cash
Position" to Ken
McCoy, Jason
McCoy, Tom Clarke,
Charles Ebetino,
Mike Zervos, David
Fortner and Alan
Jones.
UCC-
55
MISSIONCOAL00045011 February 2018 Cash
Position Spreadsheet
UCC-
56
MISSIONCOAL00045169 February 8, 2018
email from Bill
Campbell re "$31
Million" to Mike
Zervos and Alan
Jones
UCC-
57
MISSIONCOAL00045222 February 6, 2018
email from Bill
Campbell re "Cash
Position" to Mike
Zervos and Alan
Jones and copying
Ken McCoy, Tom
Clarke, Jason
McCoy, and Charles
Ebetino.
UCC-
58
MISSIONCOAL00045235 February 6, 2018
email from Jason
McCoy re "Funding"
to Bill Campbell,
Mike Zervos, and
Alan Jones
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 8 of 18
-9-
UCC-
59
MISSIONCOAL00045429 January 27, 2018
email from Bill
Campbell re "Cash
Position" to Ken
McCoy, Jason
McCoy, Tom Clarke,
Charles Ebetino, and
Mike Zervos.
UCC-
60
MISSIONCOAL00045440 January 25, 2018
email from Bill
Campbell re "Cash
Position" to Ken
McCoy, Jason
McCoy, Tom Clarke,
Charles Ebetino, and
Mike Zervos
UCC-
61
MISSIONCOAL00045655 April 11, 2017,
guaranty by Thomas
M. Clarke in favor of
Mission Coal
Funding, LLC
UCC-
62
MISSIONCOAL00046697 November 30, 2017
email from Bill
Campbell re "Cash
Position" to Ken
McCoy, Thomas
Clarke, Jason
McCoy, and Charles
Ebetino
UCC-
63
MISSIONCOAL00048120 October 17, 2017
email from Alan
Jones re "Complaint
Fuels Payroll
Funding" to David
Turner and Mike
Morgus
UCC-
64
MISSIONCOAL00048199 October 6, 2017
email from Rodney
Thorton re "ERP
Mineral
Distributions" to Bill
Campbell.
UCC-
65
MISSIONCOAL00053804 March 9, 2018 email
from Alan Jones re
April 11, 2017
Member Interest
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 9 of 18
-10-
Purchase Agreement.
(attaching April,
2017 member
interest purchase
agreement).
UCC-
66
MISSIONCOAL00053805 April 11, 2017
Member Interest
Purchase Agreement
UCC-
67
MISSIONCOAL00054594 January 31, 2018
Credit Agreement
UCC-
68
MISSIONCOAL00056854 February 15, 2018
email from Alan
Jones re "Seneca
Fees" to Charles
Ebetino, Erin
Deacon, and Jennifer
Bell
UCC-
69
MISSIONCOAL00060471 August 14, 2017
email from Bill
Campbell re "Cash
Position" to Ken
McCoy, Charles
Ebetino, Tom
Clarke, Mike Zervos,
Brent Mickum, Alan
Jones, and Jason
McCoy.
UCC-
70
MISSIONCOAL00063874 January 24, 2017
email from Jason
McCoy to David
Turne re
"Distribution from
Mineral Reserves"
UCC-
71
MISSIONCOAL00074130 Saturday March 17,
2018 email from Bill
Campbell to Mike
Zervos re "Cash
Needs"
UCC-
72
MISSIONCOAL00086196 August 10, 2018
email from Rodney
Thorton to Joshua
Stickley re "External
MCF Expenses"
UCC-
73
MISSIONCOAL00086198 November 16, 2017
Seneca Coal
Resources Non-
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 10 of 18
-11-
Negotiable,
Unsecured
Revolving
Promissort Note
UCC-
74
MISSIONCOAL00092070 October 13, 2017
email from Mike
Zervos to Ken
McCoy re "Air travel
Reimb"
UCC-
75
MISSIONCOAL00112953 January 31, 2018
"Agreement
Regarding
Satisfaction of
Promissory Note"
UCC-
76
MISSIONCOAL00114187 December 20, 2017
email from Alan
Jones re "Federal" to
Bill Campbell, Ken
McCoy, and Mike
Zervos.
UCC-
77
MISSIONCOAL00141169 September 14, 2017
email from Alan
Jones re "Seminole
Coal Resources" to
Mike Zervos
UCC-
78
MISSIONCOAL00153883
Excerpt
May 21, 2018
$15,300,000 Secured
Loan with Bay Point
Capital Partners, LP
as Lender to Coking
Coal Leasing, LLC
as Borrower
UCC-
79
MISSIONCOAL00172716 October 12, 2018
email from Charles
Ebetino re "Seneca
Loan 30% Fee
Rebate" to Charles
Andros
UCC-
80
MISSIONCOAL00212760 January 2018
Mission Coal
Company "Affiliated
Balances
Discussion"
Presentation
UCC-
81
MISSIONCOAL00229299 September 4, 2018
email from Alan
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 11 of 18
-12-
Jones re "Seneca
Promissory Note to
Seminole" to Charles
Ebetino
UCC-
82
MISSIONCOAL00265609 January 4, 2018
email from Mike
Zervos re "Ken
McCoy loans to
Seneca" to Ken
McCoy
UCC-
83
MISSIONCOAL00265612 January 4, 2018
email from Bill
Campbell re "Ken
McCoy loans to
Seneca" to Ken
McCoy
UCC-
84
MISSIONCOAL00267746 June 13, 2017 email
from Jason McCoy
re "Conum Daily
Cash Forecast" to
Nimesh Patel
UCC-
85
MISSIONCOAL00267747 Conuma US Funds
Account Statement
UCC-
86
MISSIONCOAL00267749 June 12, 2017 email
from Nimseh Patel re
"Conuma Daily Cash
Forecast" to Ken
McCoy
UCC-
87
MISSIONCOAL00293285 October 26, 2017
email from Charles
Ebetino re "Mission
Coal Audit Update"
to Mark Bartkoski
UCC-
88
MISSIONCOAL00301871 January 31, 2018
Second Amended
and Restated Note in
favor of Mission
Coal Funding, LLC,
Lender
UCC-
89
MME00004841 February 8, 2018
Owner Distribution
Summary
UCC-
90
Seneca001332 February 22, 2016
email from Tom
Summers re "Wires
for Today" to Jason
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 12 of 18
-13-
McCoy
UCC-
91
Seneca003248 December 4, 2016
email from Tom
Summers re "Owner
Distribution
Summary" to Bill
Campbell
UCC-
92
Seneca003249 November 28, 2016
Owner Distribution
Summary
UCC-
93
Seneca003915 February 15, 2016
Management Fee
Summary
UCC-
94
Seneca004445 March 21, 2017
Member Interest
Purchase Agreement
UCC-
95
Seneca005037 February 27, 2017
email from Mike
Zervos re "Sale of
Seminole Member
Interest by Blue
Ridge" to Ken
McCoy and Jason
McCoy
UCC-
96
Seneca005040 Sale of Seminole
Member Interest by
Blue Ridge
UCC-
97
Seneca007685 February 2016
Ownership
Distributions
Summary
UCC-
98
Seneca010273 October 12, 2016
email from Charles
Ebetino re "Wire
Transfer Report" to
Bill Campbell
UCC-
99
Seneca017201 March 19, 2016
email from Bill
Campbell re
"Projects 3/17/2016"
to Tom Clarke, Jason
McCoy, Ken
McCoy, David
Fornter, and Charles
Ebetino
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 13 of 18
-14-
UCC-
100
Seneca023371 October 3, 2016
Loan Reinstatement
and Extension of
Agreement and
Second Amendemtn
to Promissory Note
in favor of Bay Point
Capital Partners
UCC-
101
Seneca025389 Overriding Royalty
Payment Agreement
between Oak Grove
Resources, LLC and
Bay Point Capital
Partners
UCC-
102
Seneca030385 September 13, 2016
email from Tom
Summers re
"Transfer" to David
Turner and Bill
Campbell
UCC-
103
Seneca030423 Septmeber 23, 2016
email from Tom
Summers re
"Transfer" to David
Turner and Bill
Campbell
UCC-
104
Seneca031200 February 23, 2016
email from Jason
McCoy re "Wire
Needed" to Tom
Summers and Bill
Campbell
UCC-
105
Seneca031205 February 24, 2016
email from Jason
McCoy re "Vendors"
to Ken McCoy and
Tom Clarke
UCC-
106
Seneca055639 July 8, 2016 email
from David Turner
re "Transfer" to Tom
Summers
UCC-
107
Seneca067513 November 21, 2016
letter from Mintz
Levin on behalf of
Bay Point Capital
Parnters re "Demand
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 14 of 18
-15-
for Payment
Pursuant to Guarant"
UCC-
108
Seneca076337 June 14, 2016 email
from Bill Campbell
re "in the loop" to
Bill Campbell
UCC-
109
Seneca117056 Overriding Royalty
Payment Agreement
UCC-
110
Seneca117074 Secured Loan
Agreement Dated
April 11, 2017 by
Seminole and Seneca
and Mission Coal
Funding, LLC
UCC-
111
Seneca117111 March 21, 2017
Promissory Note to
Blue Ridge Natural
Resources
UCC-
112
Seneca123817 December 20, 2016
Employment offer
letter to Alan Jones
UCC-
113
Seneca132778 December 23, 2017
Limited Guaranty
Agreement in favor
of Mission Coal
Funding, LLC
UCC-
114
ECF Filing No 1 Minutes of the Board
of Managers Meeting
(Petition)
UCC-
115
ECF Filing No 14 Mission Coal
Funding Proof of
Claim
UCC-
116
ECF Filing No 21 Kevin Nystrom
Declaration
UCC-
117
ECF Filing No 22 Cliffs Complaint
UCC-
118
ECF Filing No 290 Mission Coal
Schedules A-J
UCC-
119
ECF Filing No 300 Final Dip Order
UCC-
120
ECF Filing No 393 Debtors Sale Motion
UCC-
121
ECF Filing No 686 Anthony Horton
Declaration
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 15 of 18
-16-
UCC-
122
ECF Filing No 732 First Amended Plan
UCC-
123
ECF Filing No 780 Order Approving
Stipulation and
Agreed Order
Among the Official
Committee of
Unsecured Creditors
and the DIP Lenders
UCC-
124
ECF Filing No 799 Omnibus Objection
to the Motion of Bay
Point Capital
Partners and Coking
Coal Leasing
UCC-
125
ECF Filing No 916 Notice of Filing of
Plan Supplement
UCC-
126
ECF Filing No 934 Objection of Bay
Point Capital
Partners to the
Debtors' Request to
Sell All or
Substantially All of
Their Assets
UCC-
127
ECF Filing No 964 Motion of the
Official Committee
of Unsecured
Creditors Seeking
the Entry of an Order
Granting it Standing
and Authorizing it to
Prosecute and Settle
Certain Claims and
Causes of Action on
Behalf of the
Debtors' Estates
UCC-
128
ECF Filing No 992 Objection of Bay
Point Capital
Partners to the First
Amended Joint
Chapter 11 Plan
UCC-
129
ECF Filing No 1121 Debtors’ Proposed
Independent
Investigation
Settlement and
Amended Plan
Summary
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 16 of 18
-17-
UCC-
130
Houlihan Draft
Financial & Tax Due
Diligence Report
UCC-
131
Tom Clarke
Intercompany
Balances Chart (No
Bates Stamp)
UCC-
132
MCF Transaction
Spreadsheet (2-27-
18)
UCC-
133
Committee’s Letter
to Debtors re
Proposed Complaint
and Standing Motion
dated March 4, 2019
Any exhibit
designated by
another party
Any future
amendments,
modifications,
revisions or
supplements to the
Joint Chapter 11
Plan of
Reorganization
Any documents
necessary for rebuttal
RESERVATION OF RIGHTS
The Committee reserves the right to introduce one or more, or none, of the exhibits listed
above and further reserve the right to modify or supplement this list prior to the Hearing. In
addition, the Committee reserves the right to use documents not set forth on this list as a result of
unanticipated cross examination or with any rebuttal witnesses.
[Remainder of Page Left Blank]
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 17 of 18
-18-
Dated: April 2, 2019 BAKER DONELSON BEARMAN CALDWELL
& BERKOWITZ, P.C.
/s/ Rita L. Hullett
Rita L. Hullett, Esq.
1400 Wells Fargo Tower
420 20th Street N
Birmingham, AL 35203
Telephone: (205) 276-9807
Email: [email protected]
LOWENSTEIN SANDLER LLP Jeffrey Cohen, Esq. (admitted Pro Hac Vice)
Jennifer Kimble, Esq. (ASB-9593-E62K)
1251 Avenue of the Americas
New York, New York
Telephone: (212) 262-6700
Facsimile: (212) 262-7402
E-mail: [email protected]
– and –
Michael Kaplan (admitted Pro Hac Vice)
Nicole Fulfree, Esq. (admitted Pro Hac Vice)
One Lowenstein Drive
Roseland, New Jersey 07068
(973) 597-2500 (Telephone)
(973) 597-2400 (Facsimile)
E-mail:
Counsel for the Official Committee of
Unsecured Creditors
Case 18-04177-TOM11 Doc 1201 Filed 04/02/19 Entered 04/02/19 16:56:47 Desc Main Document Page 18 of 18