Case PJW Doc 315 Filed 05/12/14 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE : : : : : :

Transcription

1 Case PJW Doc 315 Filed 05/12/14 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re QCE Finance LLC, et al., 1 Debtors, Jointly Administered Case No PJW Chapter 11 VERIFIED STATEMENT OF THE FORMER MANAGER CREDITORS PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2019 In connection with the above-captioned chapter 11 cases (the Chapter 11 Cases ), certain former officers, managers and/or members of some or all of the above-captioned debtors (collectively, the Debtors ), hereby submit this verified statement (the Statement ) pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure ( Bankruptcy Rule 2019 ), and respectfully state as follows 1. In April 2014, Greg MacDonald, Dennis Smythe, Richard E. Schaden, Richard F. Schaden, Frederick H. Schaden, Andrew R. Lee, Patrick E. Meyers, John M. Moore, Thomas M. Ryan and Cervantes Master LLC, (collectively, the Clients ) engaged the undersigned for the primary purpose of addressing claims threatened by the above-captioned debtors (collectively, the Debtors ) and certain of the Debtors shareholders and creditors. The Clients do not represent any other holder of similar interests or any other party in interest in the Chapter 11 Cases. 2. The Clients are represented by Jones Day as counsel and Young Conaway Stargatt & Taylor, LLP ( Young Conaway ) as Delaware counsel. Jones Day and Young 1 The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, are QCE Finance LLC (7897); American Food Distributors LLC (8099); Quiznos Global LLC (2772); QCE LLC (2969); QFA Royalties LLC (2402); QIP Holder LLC (2353); Quiz-CAN LLC (7714); Quizno's Canada Holding LLC (3220); QAFT, inc. (6947); Restaurant Realty LLC (8293); The Quizno's Master LLC (3148); The Quizno's Operating Company LLC (8945); National Marketing Fund Trust (4951); The Regional Advertising Program Trust (2035); and TQSC H LLC (8683). The Debtors' corporate headquarters are located at, and the mailing address for each Debtor is, th Street, Suite 200, Denver, Colorado

2 Case PJW Doc 315 Filed 05/12/14 Page 2 of 6 Conaway each commenced their respective representation of the Clients on or about March 14, Neither Jones Day nor Young Conaway represents any other entity in the Chapter 11 Cases. Jones Day and Young Conaway do not represent the Clients as a committee (as such term is employed in the Bankruptcy Code and Bankruptcy Rules) and do not undertake to represent the interests of, and are not fiduciaries for, any creditor, party in interest, or other entity that has not signed a retention agreement with Jones Day and/or Young Conaway. 3. Each Client holds claims and/or interests in the Debtors. In accordance with Bankruptcy Rule 2019, the name and address of, and the nature of the amount of all disclosable economic interests (as defined in Bankruptcy Rule 2019) held by each Client is set forth on Annex A hereto. The information disclosed on Annex A may be subject to change. 4. Neither Jones Day nor Young Conaway holds any prepetition claim against or interest in the Debtors. 5. Provision of the information contained in this Statement (including Annex A) is not intended and should not be construed to limit the assertion of any claims against or interests in the Debtors held by any of the Clients, their affiliates or any other entity, as an admission with respect to any fact or legal theory, or as a proof of claim of any of the Clients against the Debtors. Further, nothing in this Statement (including Annex A) should be construed as a limitation upon, or waiver of, any rights held by any of the Clients under applicable law. 2

3 Case PJW Doc 315 Filed 05/12/14 Page 3 of 6 Dated May 12, 2014 Wilmington, Delaware Respectfully submitted, /s/ Bruce S. Bennett Bruce S. Bennett (admitted pro hac vice) Erin N. Brady (admitted pro hac vice) JONES DAY 555 South Flower Street Fiftieth Floor Los Angeles, CA Telephone (213) Facsimile (213) Attorneys for FORMER MANAGER CREDITORS Dated May 12, 2014 Wilmington, Delaware /s/ Robert S. Brady Robert S. Brady (No. 2847) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE Telephone (302) Facsimile (302) Attorneys for FORMER MANAGER CREDITORS 3

4 Case PJW Doc 315 Filed 05/12/14 Page 4 of 6 ANNEX A Name Address Nature and Amount of Disclosable Economic Interest (As of April 28, 2014) 2 Greg MacDonald c/o Tokyo Joe s, Inc E. Orchard Suite 290 S. Greenwood Villiage, CO $481,700 in liquidated indemnification claims, $4, in deferred compensation claims, as claims Dennis Smythe Consumer Concept Group $481,700 in liquidated indemnification claims, $442,178 in deferred compensation claims, as claims Richard E. Schaden $2,255, in liquidated Richard F. Schaden 9596 Metro Airport Ave Broomfield, Colorado $2,231, in liquidated Patrick E. Meyers $636, in liquidated 2 Amounts discussed herein do not include claims for unpaid compensation and remuneration, which may be held by certain Group members. 4

5 Case PJW Doc 315 Filed 05/12/14 Page 5 of 6 John M. Moore indemnification claims, $399, in deferred compensation claims, as claims 5

6 Case PJW Doc 315 Filed 05/12/14 Page 6 of 6 Thomas C. Ryan Smashburger Master LLC nue, Suite 1200 indemnification claims, $3,951, in deferred compensation claims, as well as Andrew R. Lee RFS Investments, LLC 9596 Metro Airport Ave Broomfield, Colorado Frederick H. Schaden indemnification claims, $346, in deferred compensation claims, as claims Cervantes Master LLC 6