IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
In re:
FRONTERA HOLDINGS LLC, et al.,
Debtors.1 ) ) ) ) ) ) Chapter 11
Case No. 21-30354 (MI) (Jointly Administered)
FIRST SUPPLEMENTAL DECLARATION OF PAUL F. JANSEN
IN SUPPORT OF THE APPLICATION FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF CONWAY MACKENZIE, LLC, AS
FINANCIAL ADVISOR EFFECTIVE AS OF THE PETITION DATE
I, Paul F. Jansen, being duly sworn, deposes and says:
1. I am a Senior Managing Director at Conway MacKenzie, LLC (“Conway MacKenzie” or the “Firm”) and am duly authorized to execute this declaration on behalf of Conway MacKenzie. I submit this supplemental declaration (the “First Supplemental Declaration”), pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), in support of the Application for an Order Authorizing the Retention and Employment of Conway MacKenzie, LLC as Financial Advisor Effective as of the Petition Date (the “Application”).2 Unless otherwise stated, I have personal knowledge of the facts stated herein. On March 3, 2021, Conway MacKenzie filed the Application. In support of the Application, Conway MacKenzie submitted John T. Young, Jr.’s original declaration (the “Original
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: Frontera Holdings LLC (8626); Frontera Generation GP, LLC (3720); Frontera Generation Holdings LLC (0373); Frontera Generation Limited Partnership (8627); Frontera Intermediate Holdings LLC (5437); and Lonestar Pipeline Company, LLC (6199). The location of the Debtors’ service address is: 500 Alexander Park Drive, Suite 300, Princeton, NJ, 08540.
Declaration”). See Docket No. 173. The Application was approved on March 29, 2021. See Docket No. 221.
2. As stated in the Original Declaration, on December 20, 2019, Conway MacKenzie was purchased by a subsidiary of Riveron Parent Holdings, LP (“Holdco”, and collectively with its subsidiaries other than the Firm, “Riveron”). Holdco is controlled by an investment vehicle that is majority owned by H.I.G. Capital Partners V, L.P. and H.I.G. Growth Buyouts & Equity Fund III, L.P., (together, “Fund V and Fund III”), investment funds managed by H.I.G. Capital, LLC (together with its affiliates other than Riveron and the Firm, “H.I.G.”). Riveron is a business advisory firm specializing in providing accounting, finance, and operations services. Upon completion of Riveron’s acquisition of the Firm, Riveron and Conway MacKenzie commenced operations as a combined business. As a result of the transaction, Conway MacKenzie, Riveron, and H.I.G. are affiliates under applicable law.
3. On October 30, 2020, Winter Harbor LLC (“Winter Harbor”) was purchased by Holdco. As a result of the transaction, Conway MacKenzie, Riveron, Winter Harbor, and H.I.G. are affiliates under applicable law.
4. On or about April 21, 2021 and again on April 30, 2021, the above-captioned Debtors, through their counsel, provided Conway MacKenzie the names of additional parties in interest (the “Additional Parties in Interest”) in this case that were not initially identified in the Original Declaration filed with the court on March 3, 2021.
certain H.I.G. databases as set forth in the Original Declaration, to determine any additional connections. No connections to H.I.G. were identified from that search.
6. Based on the conflict review process described in the Original Declaration, except as otherwise disclosed herein or in the Original Declaration, including as described on Schedule
2 (additional connections to Conway MacKenzie), Schedule 3 (additional connections to
Riveron), and Schedule 4 (additional connections to Winter Harbor) hereto, insofar as I have been able to ascertain, neither I, Conway MacKenzie, Riveron, nor Winter Harbor (a) represent entities other than the disinterested managers in connection with this chapter 11 case; (b) has any connections with the Debtor, its creditors, stockholders, or any other party in interest, or any of their respective attorneys and accountants, or the Office of the United States Trustee for the Southern District of Texas (the “U.S. Trustee”) or any person employed by the U.S. Trustee or any Bankruptcy Judge currently serving in the Bankruptcy Court for the Southern District of Texas; or (c) holds any interest adverse to the Debtors or their estates.
7. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.
Dated: April 30, 2021
/s/ Paul F. Jansen Paul F. Jansen
Schedule 1
Additional Parties in Interest Searched
Vendors
ABB Power Protection LLC BCS SWITCHGEAR, INC. Benchmark Digital Partners, LLC Brimar Industries
Cantor Fitzgerald Securities Carl M. Olson
Compliance Signs LLC
CONTROL COMPONENTS INC DBRS Limited
Exiquio Saenz
GUADALUPE J GARZA JR Harris County WCID #161
HD Supply Facilities Maintenance LTD Kelley Drye & Warren LLP
Leistritz Advanced Technologies Corp Morris Nichols Arsht & Tunnell LLP Orr Protection Systems Inc
Scheduled Claims
MIJARES, ANGOITIA, CORTES Y FUENTES, S.C. WILMINGTON TRUST, NATIONAL ASSOCIATION
Claims
Tidehaven Independent School District La Joya Independent School District City of Penitas
City of Houston
CLEAR LAKE CITY WATER AUTHORITY
Harris County Water Control and Improvement District #161 LA PORTE INDEPENDENT SCHOOL DISTRICT
Yang, Lily
Matagorda County
Capital One Bank (USA), N.A. by American InfoSource as agent
Ordinary Course Professionals
1
Notice of Appearance – Law Firms
Porter Hedges LLP
WALSH MCGURK CORDOVA NIXON, PLLC Perdue, Brandon, Fielder, Collins & Mott, L.L.P. LINEBARGER GOGGAN BLAIR & SAMPSON, LLP
The Texas Comptroller of Public Accounts, Bankruptcy and Collections Division Shipman & Goodwin LLP
Law Office of Patricia Williams Prewitt
Notice of Appearance – Vendors
2
Schedule 2
Conway MacKenzie Past and Present Representation of and Contacts with Additional Parties in Interest
Conway MacKenzie, LLC has represented and/or had contacts with the following Parties in Interest, in matters wholly unrelated to the Debtor and this Case:
Party Details Description
Porter Hedges LLP Porter Hedges and certain of its affiliates are a current
or former advisory client, referral source, and vendor of the firm in connection with situations unrelated to the Debtors
Capital One Bank (USA), N.A. by American InfoSource as agent
Capital One Bank and certain of its affiliates are a current or former referral source of the firm in connection with situations unrelated to the Debtors
3
Schedule 3
Riveron Past and Present Representation of and Contacts with Parties in Interest Riveron has represented and/or had contacts with the following Parties in Interest, in matters wholly unrelated to the Debtor and this Case:
Party Details Description
Deloitte Impuestos Y Servicios Legales, S.C. Deloitte and certain of its affiliates are a current or former advisory client, referral source, and vendor of the firm in connection with situations unrelated to the Debtors
4
Schedule 4
Winter Harbor Past and Present Representation of and Contacts with Parties in Interest Winter Harbor has represented and/or had contacts with the following Parties in Interest, in matters wholly unrelated to the Debtor and this Case:
Party Details Description
