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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA

FORT LAUDERDALE DIVISION

www.flsb.uscourts.gov

In re: Case No. 20-23346-PDR

TAMARAC 10200, LLC and Chapter 11

UNIPHARMA, LLC, Debtors.

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NOTICE OF RULE 2004 EXAMINATION DUCES TECUM

(Documents May Be Produced In Lieu Of Appearance) TO: Unipharma, LLC

c/o Paul S. Singerman, Esq. Berger Singerman LLP

1450 Brickell Ave., Suite 1900 Miami, FL 33131

PLEASE TAKE NOTICE that the undersigned attorney, will take the Rule 2004 Examination of:

NAME: Corporate representative of Unipharma, LLC

DATE: January 14, 2021

TIME: 10:00 a.m., EST

PLACE: Bast Amron, LLP

One Southeast Third Ave., Suite 1400

Miami, FL 33131

Attn: Lissette M. Carreras, Esq.

The examination may continue from day to day until completed. If the examinee receives this notice less than 14 days prior to the scheduled examination date, the examination will be rescheduled upon timely request to a mutually agreeable time.

The examination is pursuant to Bankruptcy Rule 2004 and Local Rule 2004-1, and will be taken before an officer authorized to record the testimony. The scope of the examination shall

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be as described in Bankruptcy Rule 2004. Pursuant to Local Rule 2004-1 no order shall be necessary.

The examinee is further requested to produce all of the documents listed on Schedule “A” on or before January 11, 2021 by 5:00 p.m. to the address of the attorney listed below.

CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing was furnished this 4th day of January, 2021 as follows:

VIA CM/ECF

 Scott Andron sandron@broward.org, swulfekuhle@broward.org  Paul A Avron pavron@bergersingerman.com,

efile@bergersingerman.com;efile@ecf.inforuptcy.com;mmorgan@bergersingerman.com  Adisley M Cortez Rodriguez Adisley.M.Cortez-Rodriguez@usdoj.gov

 Christopher A Jarvinen cjarvinen@bergersingerman.com,

mdiaz@bergersingerman.com;efile@bergersingerman.com;efile@ecf.inforuptcy.com  Jaime Burton Leggett jleggett@bastamron.com,

jmiranda@bastamron.com,mdesvergunat@bastamron.com  Office of the US Trustee USTPRegion21.MM.ECF@usdoj.gov  Heather L. Ries hries@foxrothschild.com, ralbert@foxrothschild.com  Paul Steven Singerman singerman@bergersingerman.com,

mdiaz@bergersingerman.com;efile@bergersingerman.com;efile@ecf.inforuptcy.com

 Edward Soto edward.soto@weil.com, ann.merlin@weil.com;edward-soto-1991@ecf.pacerpro.

Respectfully Submitted,

BASTAMRON LLP

Attorneys for Creditors and Equity Holders Raimundo Santamarta, Jr., Yohana Santamarta, Reinaldo Santamarta, and Emma 1615 LLC, SM Brokerage, LLC and YSO Investments LLC

SunTrust International Center

One Southeast Third Avenue, Suite 1400 Miami, Florida 33131 Telephone: 305.379.7904 Facsimile: 305.379.7905 Email: bamron@bastamron.com Email: jbast@bastamron.com Email: lcarreras@bastamron.com By: /s/ Lissette M. Carreras Brett M. Amron, Esq. (FBN 0148342) Jeffrey Bast, Esq. (FBN 996343)

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INTERESTED PARTIES SHOULD CONTACT THE ATTORNEY FOR THE CREDITORS AND EQUITY HOLDERS IN ORDER TO CONFIRM THE DATE AND TIME OF THE DEPOSITION

EXAMINEE IS RESPONSIBLE FOR PROVIDING A CERTIFIED TRANSLATOR IF NECESSARY.

SCHEDULE “A” I. INSTRUCTIONS

With respect to this request for production of documents, the following instructions shall apply:

1. In the event that any Document called for by a request is withheld on the basis of claim of privilege or a claim of privilege will be asserted, please identify that Document by stating: (a) any author, signatory, addressor or addressee; (b) description (e.g. letter, memorandum, recording, etc.); (c) subject matter, title (if any), date, number of pages, and attachments or appendices; (d) all persons to whom the Document was distributed, shown, or explained; (e) its present depository; (f) its present custodian; and (g) a complete statement of the ground for the claim of privilege asserted.

2. In the event that any Document called for by a request has been lost, damaged, destroyed or discarded, please identify that Document by stating: (a) any author, signatory, addressor, and addressee; (b) any indicated or blind copies; (c) the Document's date, subject matter, contents, number of pages, and attachments or appendices; (d) all persons to whom the Document was distributed, shown, or explained; (e) the date of such loss, damage, destruction or discard, manner of loss, damage, destruction or discard, and reason for loss, damage, destruction or discard; and (f) the name of the person(s) who authorized, directed, or carried out such loss, damage, destruction, or discard.

3. In producing Documents requested herein, you shall produce the Documents in full, without abridgment, abbreviation, and expurgation of any sort. If any Document cannot be produced in full, produce the Document to the extent possible and specify the reason for the inability to produce the remainder thereof.

4. This request for production of documents is continuing and you are requested to supplement your responses hereto. If, after producing the Documents, you become aware of any further Documents responsive to this request, you are required to immediately produce such additional Documents without further request or Order of the Court.

 

5. You are hereby notified that your duty to respond includes the duty to supply all Documents and materials in your physical possession, as well as those which can be obtained from additional sources. In the event that any Document requested herein is not presently in your possession or subject to your control, please identify each person you have reason to believe had or has knowledge of its contents.

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6. All documents shall be segregated in accordance with the numbered and lettered paragraphs and subparagraphs herein.

7. Unless otherwise specified, the requests contained in this request for production of documents are limited to Documents authored, created, received, revised or sent from January 1, 2017 through the present.

 

8. For electronically stored information, please follow these instructions: Documents will be produced as image files (Tiff images) with related searchable text and metadata. The only exceptions to the image file format will be documents that are Spreadsheets (Excel, OpenOffice Cale, etc.) and any documents that cannot be imaged. Those documents must be produced in native file format with related searchable text and metadata. The technical specifications are the following:

a. Tiff Images

i. Single page file with the file extension .tif ii. Group IV TIFF (Black & White/300 DPI)

iii. Bates stamp number located on the lower right comer of each image and each file will be named after the Beginning Bates number.

iv. OPT file will be provided with paths to tiff images b. Native Files

i. The following file types must be produced in native format: a. Spreadsheets (Microsoft Excel, OpenOffice Cale, etc.)

b. Any files that cannot be imaged including audio & video files c. Searchable Text

i. A searchable text file will be provided for each document ii. Unicode UTF-8 encoding

d. Metadata

i. Metadata should be produced in a DAT fil ii. Concordance Delimiters

iii. Unicode UTF-8 Encoding (supports foreign language characters) iv. The DAT will contain the metadata fields listed below:

DAT FIELD NAME DESCRIPTION OF FIELD EXAMPLE

BEGBATES Beginning Production Bates ACME0000000l

ENDBATES Ending Production Bates ACME00000006

BEGATTACH Beginning Production Attach ACME0000000l ENDATTACH Ending Production Attach ACME00000020

CUSTODIAN Custodian Name Smith, John

AUTHOR_FROM Group: Author/From/Sender jsmith

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cc Email CC help@acme.com

BCC EmailBCC support@acme.com

SUBJECT Email Subject RE: Hello

DATE_DOCUMENT Group:

Sent/Received/Calendar/LastMod/Creati on

04/21/2015 12:00 AM

DATE_CREATION Group: Created/Creation/Creation FS 04/21/2015 12:00 AM

DATE_SENT Email Date Sent 04/21/2015 12:00 AM

DATE_LASTMOD File Last Modified 04/21/2015 12:00 AM DOC_TYPE Application Document Type Microsoft Outlook

FILE_EXTEN File Extension .msg

PGCOUNT Tiff page Count 10

PATH Source Folder Path \john.smith@acme.co

m\INBOX

MD5HASH MD5Hash Value 05A66A50AF6979600

3AD74951CD30640 TEXT_LINK Path to Text File in Deliverable X:\TEXT\TEXT001\A

CME0O00000l.txt NATIVE_LINK Path to Native File in Deliverable X:\NATIVES\NATIV

E001\ACME0000000l. xls

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II. DEFINITIONS

For purposes of responding to this request to produce, the following definitions shall apply:

9. “Unipharma” refers to Unipharma, LLC, including its subsidiaries, divisions, predecessor and successor companies, affiliates, parents, owners, members, officers, directors, employees, and any partnership or joint venture to which they may be a party.

10. “Tamarac” refers to Tamarac 10200, LLC, including its subsidiaries, divisions, predecessor and successor companies, affiliates, parents, owners, members, officers, directors, employees, and any partnership or joint venture to which they may be a party.

11. “Debtors” refers to Tamarac and Unipharma, collectively, prior to December 7, 2020, and from and after December 7, 2020, as debtors in possession, including its subsidiaries, divisions, predecessor and successor companies, affiliates, parents, owners, members, officers, directors, employees, and any partnership or joint venture to which they may be a party.

12. “Santamarta Family” refers to each of, any of, and collectively: (i) Raimundo E. Santamarta; (ii) Raimundo J. Santamarta; (iii) Reinaldo Santamarta; and (iv) Yohana Santamarta, and their respective spouses.

13. “Bio Dose” refers to Bio Dose Pharma, LLC, including its subsidiaries, divisions, predecessor and successor companies, affiliates, parents, owners, members, officers, directors, employees, and any partnership or joint venture to which they may be a party.

14. “NHTV” refers to NHTV ULM Holdings LLC, including its subsidiaries, divisions, predecessor and successor companies, affiliates, parents, owners, members, officers, directors, employees, and any partnership or joint venture to which they may be a party.

15. “NHTV (AIV)” refers to NHTV (AIV) ULM Holdings LLC, including its subsidiaries, divisions, predecessor and successor companies, affiliates, parents, owners, members, officers, directors, employees, and any partnership or joint venture to which they may be a party.

16. “Morgan Stanley” refers to MS Capital Partners Advisor Inc., including its subsidiaries, divisions, predecessor and successor companies, affiliates, parents, owners, members, officers, directors, employees, and any partnership or joint venture to which they may be a party.

17. “Lender” refers NHTV, NHTV (AIV), and Morgan Stanley, collectively, including its subsidiaries, divisions, predecessor and successor companies, affiliates, parents, owners, members, officers, directors, employees, and any partnership or joint venture to which they may be a party.

18. “SOLIC” refers to SOLIC Capital Advisors, LLC and SOLIC Capital, LLC, collectively, including its subsidiaries, divisions, predecessor and successor companies, affiliates,

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parents, owners, members, officers, directors, employees, and any partnership or joint venture to which they may be a party.

19. “Transaction” collectively refers to the following agreements entered into on or about September 28, 2018,

a. A $60 million “credit agreement” between NHTV and Unipharma as borrower and Tamarac as guarantor;

b. An investment agreement between NHTV AIV, NHTV, Unipharma, Tamarac, the Santamarta Family, and International Supply Group Corp; and

c. The Second Amended and Restated Operating Agreement of Unipharma. 20. “Petition” collectively refers to the chapter 11 voluntary petitions filed by Debtors in the United States Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, under Lead Case, Tamarac 10200, LLC, Case No. 20-23346-PDR, along with Unipharma, LLC, Case No. 20-23348-PDR.

21. “Petition Date” shall mean December 7, 2020, the day each of the Debtors filed their chapter 11 voluntary petitions with the Bankruptcy Court.

22. “April Default” refers to the Notice of Default sent to Unipharma by NHTV via email on April 16, 2020 alleging the following as events of default: (i)the placement of certain of Unipharma’s funds in the MS Account; and (ii) Unipharma’s transactions with Bio Dose “on terms that are less favorable to [Unipharma] than would be obtained in an arms’ length transaction.”

23. “MS Account” refers to the Morgan Stanley account ending in 109 that, Morgan Stanley directed Unipharma to place certain of the proceeds of the Transaction in an investment selected by Morgan Stanley.

24. “Proposed Forbearances” refers to proposed terms of forbearance, discussed and/or considered by Lender, including but not limited to, the agreement provided by NHTV to Debtors on April 16, 2020 “which reflect[ed] the terms on which [NHTV was] willing to forbear with respect to the Loans” after the April Default.

25. “Takeover” collectively refers to NHTV’s actions in connection with the purported “Event of Default” as set forth in the October 19, 2020 communication to Debtors that advised of NHTV’s intent to (i) take the Santamarta Family’s voting rights for NHTV’s benefit, (ii) remove Debtors’ managers, (iii) replace Debtors’ managers with two individuals chosen by NHTV, and (iv) terminate the employment of Unipharma officers Reinaldo Santamarta and Raimundo Santamarta Sr.

26. “Communications” refers to the transmission of information or data in any form including, without limitation, written, oral, or electronic transmissions such as e-mails, text messages, SMS, MMS, in-app messages, and voicemails.

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27. “Documents” is synonymous in meaning and equal in scope to its usage in Federal Rule of Civil Procedure 34(a)(1)(A), which states “any designated documents or electronically stored information—including writings, drawings, graphs, charts, photographs, sound recordings, images, and other data or data compilations—stored in any medium from which information can be obtained either directly or, if necessary, after translation by the responding party into a reasonably usable form,” including but not limited to any printed, written, recorded, taped, electronic, graphic or other tangible matter, from whatever source, however produced or reproduced, whether in draft or otherwise, whether sent or received or neither, including the original, all amendments and addenda and any non-identical copy (whether different from the original because of notes made on or attached to such copy or otherwise) of any and all writings, correspondence, letters, notes, notations, papers, newsletters, memoranda, interoffice communications, releases, agreements, contracts, books, pamphlets, studies, minutes of meetings, recordings or other memorials of any type of personal or telephone conversations, meetings or conferences, reports, analyses, evaluations, estimates, projections, forecasts, receipts, statements, accounts, books of account, diaries, calendars, desk pads, appointment books, stenographers' notebooks, transcripts, ledgers, registers, worksheets, journals, statistical records, cost sheets, summaries, lists, tabulations, digests, vouchers, charge slips, invoices, purchase orders, hotel charges, accountant's reports, newspapers, periodicals or magazine materials, loan applications, loan agreements, financial statements, commitment letters, canceled or un-canceled checks, wire transfers, advances, credits and debits, promissory notes, security agreements, UCC-1 Financing Statements, guarantees, client ledgers, account currents, and any material underlying, supporting or used in preparation of any Documents, or any designated tangible things, or entry onto land or other property. The term “document” refers to any document now or at any time in your possession, custody, or control. A person is deemed in control of a document if the person has any ownership, possession, or custody of the document, or the right to secure the document or a copy thereof from any person or public or private entity having physical possession thereof.

28. The terms “and” and “or” as used herein are terms of inclusion and not of exclusion, and shall be construed either disjunctively or conjunctively as necessary to bring within the scope of the request for production of documents any Document or information that might otherwise be construed to be outside its scope.

29. The term “any” means one or more.

30. The term “person” means any natural person, corporation, partnership, company, sole proprietorship, association, institute, joint venture, firm, governmental body, or other legal or business entity, whether privately or publicly owned or controlled, for profit or not-for-profit, or partially or fully government owned or controlled.

31. The terms “relate to” and “relating to” mean to make a statement about, refer to, discuss, describe, reflect, contain, comprise, identify, or in any way pertain to, in whole or in part, or otherwise to be used, considered, or reviewed in any way in connection with, the specified subject. Thus, Documents that “relate to” a subject also include those which were specifically rejected and those which were not relied or acted upon.

32. The singular form of a noun or pronoun shall be considered to include within its meaning the plural form of the noun or pronoun, and vice versa. The masculine form of a noun or pronoun shall be considered to include within its meaning the feminine form of the noun or pronoun, and vice versa.

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33. Regardless of the tense employed, all verbs shall be read as applying to the past, present and future as is necessary to make any paragraph more, rather than less, inclusive.

III. REQUESTS

1. All Documents evidencing ownership of and funding sources for NHTV. 2. All Documents evidencing ownership of and funding sources for NHTV (AIV). 3. All Documents evidencing the relationship between NHTV and NHTV (AIV). 4. All Documents evidencing the relationship between Morgan Stanley and NHTV. 5. All Documents evidencing the relationship between Morgan Stanley and NHTV (AIV).

6. All Communications between any member of the Santamarta Family and Lender. 7. All Documents and Communications relating to businesses owned and/or operated by Santamarta Family, including but not limited to Bio Dose, International Supply Group Corp., and SM Brokerage, LLC.

8. All Documents and Communications relating to the Santamarta Family. 9. All Communications between Debtors and Lender.

10. All Communications by and between any of Morgan Stanley, NHTV (AIV) and NHTV regarding the Debtors, the Transaction, the April Default, the Takeover, and/or the filing of the Petition.

11. All Documents relating to due diligence conducted by Lenders prior to the Transaction including but not limited to documents created or provided by due diligence professionals such as L.E.K. Consulting.

12. All engagement agreements with due diligence professionals that evaluated Debtors and/or any aspect of the Transaction.

13. All Communications with L.E.K. Consulting.

14. All Documents evidencing the value of Debtors’ assets, enterprise, and equity, including but not limited to market analysis, feasibility of projections, and valuations prior to the Transaction.

15. All Communications relating to the value of Debtors’ assets, enterprise, and equity prior to the Transaction.

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17. All Documents relating to Debtors’ operations, logistics, and human resources prior to the Transaction.

18. All Documents and information regarding the Santamarta Family requested, received, or otherwise discovered prior to the Transaction, including but not limited to Santamarta Family members’ health, family history, and/ or other personal information.

19. All Documents and information reviewed and/or considered by Lender in connection with Transaction.

20. All Communications to third parties regarding the Transaction, including but not limited to persons in the pharmaceutical industry.

21. All Communications to third parties regarding the Santamarta Family, including but not limited to persons in the pharmaceutical industry.

22. All Documents and information relating to operational visibility, oversight, and/or controls granted to Lender as a result of the Transaction, including the appointment of a member to Debtors’ Board of Managers and the amended terms of the Second Amended and Restated Operating Agreement.

23. All Documents and information relating to Frederik Wijsenbeek’s involvement and participation with Debtors.

24. All Communications between Frederik Wijsenbeek and Lender. 25. All Communications between Frederik Wijsenbeek and Debtors.

26. All Communications between Frederik Wijsenbeek and Santamarta Family. 27. All Communications between Frederik Wijsenbeek and SOLIC.

28. All Documents relating to NHTV (AIV)’s ownership interest in Unipharma. 29. All Documents evidencing the value of Debtors’ assets, enterprise, and equity, including but not limited to market analysis, feasibility of projections, and valuations after the Transaction and prior to the Takeover.

30. All Communications relating to the value of Debtors’ assets, enterprise, and equity after the Transaction and prior to the Takeover.

31. All Documents relating to Debtors’ financial position, including statements and audited financials, after the Transaction and prior to the Takeover.

32. All Communications relating to Debtors’ financial position, including statements and audited financials and request for same after the Transaction and prior to the Takeover.

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33. All Documents and information regarding the Santamarta Family requested, received, or otherwise discovered after the Transaction and before the Takeover, including but not limited to Santamarta Family members’ health, family history, or other personal information. 34. All Documents relating to the MS Account, including without limitation the establishment of the account, all account records and all communications related to the MS Account.

35. All Documents and information reviewed and/or considered by Lender in connection with the April Default.

36. All Communications relating to the April Default. 37. Al Communications relating to Bio Dose.

38. All Documents and information relating to the terms of Unipharma’s transaction with Bio Dose for “Glutadose” products, including but not limited to, market analysis and evaluations regarding market rates and conditions.

39. All Documents and information reviewed and/or considered by Lender in connection with the Proposed Forbearances.

40. All Communications relating to the Proposed Forbearances, including the specific terms thereof.

41. All Documents and Communications relating to NHTV’s statement that “As indicated previously, [NHTV] desires to find a mutually acceptable exit from this debt investment” in a June 5, 2020 communication to Debtors.

42. All Communications relating to NHTV’s request for a meeting with Debtors on September 3, 2020 and the September 3, 2020 meeting with Debtors.

43. All Documents and information reviewed, considered, and/or generated by Lender in connection with the September 3, 2020 meeting with Debtors.

44. All Documents and information reviewed and/or considered by Lender in connection with the communication sent by NHTV to Debtors on October 19, 2021 advising of an “Event of Default.”

45. All Communications relating to the communication sent by NHTV to Debtors on October 19, 2021 advising of an “Event of Default” and the issues raised therein.

46. All Documents relating to Debtors’ operations, logistics, and human resources after the Transaction and prior to the Takeover.

47. All Communications relating to Debtors’ operations, logistics, and human resources after the Transaction and prior to the Takeover.

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49. All Communications between Charles Sweet and Debtors.

50. All Communications between Charles Sweet and Santamarta Family.

51. All Communications between Charles Sweet and SOLIC relating to Debtors, Lender and/or the Santamarta Family.

52. All Communications between Elizabeth Muscato and Lender. 53. All Communications between Elizabeth Muscato and Debtors.

54. All Communications between Elizabeth Muscato and Santamarta Family.

55. All Communications between Elizabeth Muscato and SOLIC relating to Debtors, Lender and/or the Santamarta Family.

56. All Communications between the Santamarta Family and SOLIC.

57. All engagement agreements between SOLIC and Debtors and/or Lender.

58. All Communications between the Lender and SOLIC, including but not limited to communications about SOLIC’s “business conclusions and restructuring recommendations” and Lender’s requests for said information.

59. All Communications between the Debtors and SOLIC. 60. All Communications between Alan Petro and Lender. 61. All Communications between Alan Petro and Debtors.

62. All Communications between Alan Petro and Santamarta Family.

63. All Communications between Alan Petro and SOLIC relating to Debtors, Lender and/or the Santamarta Family.

64. All Documents evidencing transactions or engagements involving both Lender and SOLIC, other than with respect to Debtors.

65. All Documents relating to Debtors’ operations, logistics, and human resources after the Takeover and prior to the Petition Date.

66. All Documents evidencing the value of Debtors’ assets, enterprise, and equity, including but not limited to market analysis, feasibility of projections, and valuations after the Takeover and prior to the Petition Date.

67. All Communications relating to the value of Debtors’ assets, enterprise, and equity after the Takeover and prior to the Petition Date.

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68. All Documents relating to Debtors’ financial position, including statements and audited financials, after the Takeover and prior to the Petition Date.

69. All communications relating to Debtors’ financial position, including statements and audited financials and request for same after the Takeover and prior to the Petition Date.

70. All Communications between Debtors and their customers or potential customers regarding the Santamarta Family, the Takeover, and/or the Debtors prior to the Petition Date.

71. All Communications between Debtors and their vendors regarding the Santamarta Family, the Takeover, and/or the Debtors prior to the Petition Date.

72. All Documents relating to Empowered Diagnostics, L.C.

73. All Communications to, from, or relating to Empowered Diagnostics, L.C.

74. All Documents reviewed, considered, and/or generated by Lender relating to NHTV’s authorization for Debtors to file the Petition for bankruptcy.

75. All Communications regarding the decision for Debtors to file the Petition for bankruptcy.

IV. DESTROYED DOCUMENTS

If any document responsive to this request was at one time in existence, but has been lost or destroyed, a list should be provided of the document(s) so lost or destroyed stating the following information for each document:

(a) The type of document;

(b) The date on which it ceased to exist;

(c) The circumstances of its loss or destruction;

(d) The identity of all persons having knowledge of the reasons for its loss or destruction; and

(e) The identity of all persons having knowledge of its contents.

The Creditors and Equity Holders reserve their rights to request additional documents as this investigation continues, as the Examination(s) proceed, as additional issues are uncovered, and as clarifications are required.

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