Case 19-42886 Doc 208 Filed 04/03/20 Entered 04/03/20 19 ......Case 19-42886 Doc 208-1 Filed 04/03/20 Entered 04/03/20 19:43:32 Desc Exhibit B - 90 Day Payment History Page 1 of 2

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Marcus A. Helt (TX 24052187) FOLEY GARDERE Foley & Lardner LLP 2021 McKinney Avenue Suite 1600 Dallas, TX 75201 Telephone: (214) 999-3000 Facsimile: (214) 999-4667 Email: [email protected]

-and-

Jack G. Haake (pro hac vice) FOLEY & LARDNER LLP Washington Harbour 3000 K Street, N.W., Suite 600 Washington, D.C. 20007-5109 Telephone: (202) 295-4085 Facsimile: (202) 672-5399 Email: [email protected]

Counsel for the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF TEXAS

SHERMAN DIVISION

In re: § Chapter 11 § ZENERGY BRANDS, INC., et al.,1 § Case No. 19-42886 § Debtors. § (Jointly Administered)

NOTICE OF PLAN SUPPLEMENT

PLEASE TAKE NOTICE THAT on March 16, 2020, the above-captioned debtors and

debtors-in-possession (collectively, the “Debtors”) filed the Debtors’ Plan of Reorganization (the

“Plan”) (Docket No. 193) and on March 17, 2020 filed the Disclosure Statement Pursuant to

Section 1125 of the Bankruptcy Code with Respect to the Debtors’ Chapter 11 Plan of

Reorganization (the “Disclosure Statement”) (Docket No. 194).

1 The Debtors in the above-captioned chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, are: Zenergy Brands, Inc. (1686); NAUP Brokerage, LLC (7899); Zenergy Labs, LLC (8045); Zenergy Power & Gas, Inc. (1963); Enertrade Electric, LLC (8649); Zenergy & Associates, Inc. (4022); and Zen Technologies, Inc. (7309). The above-captioned Debtors’ mailing address is 5700 Granite Pkwy, #200, Plano, TX 75024.

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PLEASE TAKE FURTHER NOTICE THAT on March 19, 2020, the United States

Bankruptcy Court for the Eastern District of Texas (the “Bankruptcy Court”) entered an order,

Docket No. 197 (the “Disclosure Statement Order”), (a) conditionally approving the Disclosure

Statement; (b) establishing procedures for solicitation and tabulation of votes on Plan; and (c)

scheduling a combined hearing on approval of the Disclosure Statement and Confirmation of Plan

for the.

PLEASE TAKE FURTHER NOTICE THAT in connection with the Plan and the

Disclosure Statement, the Debtors hereby file the following Plan Supplement exhibits with the

Court:

Exhibit B – 90 Day Payment History Exhibit C – Identity of Trustee Exhibit D – Assumed Executory Contracts Exhibit E – Rejected Executory Contracts

PLEASE TAKE FURTHER NOTICE THAT the Debtors contemplate filing the

following documents at a later time:

GUC Promissory Note GUC Trust Agreement Assumed Prepetition Senior Creditor Note Assumed DIP Lender Note Confirmation Credit Facility Documents Identity of Entity providing Confirmation Credit Facility and amount of Confirmation

Credit Facility Identity of Officers and Compensation of Officers

PLEASE TAKE FURTHER NOTICE THAT the hearing at which the Bankruptcy

Court will consider Confirmation of the Plan and final approval of the Disclosure Statement (the

“Confirmation Hearing”) will commence on May 14, 2020, at 1:30 p.m., prevailing Central Time,

before the Honorable Brenda T. Rhoades, in the United States Bankruptcy Court for the Eastern

District of Texas, located at 660 North Central Expressway, Suite 300B, Plano, TX 75074.


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PLEASE TAKE FURTHER NOTICE THAT the deadline for filing objections to the

Plan is May 8, 2020, at 5:00 p.m., prevailing Central Time (the “Plan Objection Deadline”). Any

objection to the Plan must: (a) be in writing; (b) conform to the Bankruptcy Rules, the Local Rules,

and any orders of the Bankruptcy Court; (c) state, with particularity, the basis and nature of any

objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve

such objection; and (d) be filed with the Bankruptcy Court (contemporaneously with a proof of

service) and served upon the following parties so as to be actually received on or before May 8,

2020, at 5:00 p.m., prevailing Central Time: (a) counsel to the Debtors, Foley Gardere, Foley

Lardner LLP, 2021 McKinney Avenue, Suite 1600, Dallas, TX 75201, Attn: Marcus A. Helt, Esq.;

Foley & Lardner LLP, Washington Harbour, 3000 K Street, N.W. , Suite 600, Washington, D.C.

20007-5109, Attn: Jack G. Haake, Esq.; (b) the Office of the United States Trustee for the Eastern

District of Texas, 110 N. College Ave., Suite 300, Tyler, TX 75702, Attn: John M. Vardeman,

Esq.; and (c) counsel to the Official Committee of Unsecured Creditors, Kane Russell Coleman

Logan P.C., 901 Main Street, Suite 5200, Dallas, TX 75202, Attn: Joseph M. Coleman, Esq. and

Kyle Woodard, Esq.

PLEASE TAKE FURTHER NOTICE THAT the Debtors reserve the right, subject to

the terms and conditions set forth in the Plan and Disclosure Statement, to alter, amend, modify,

or supplement any document in the Plan Supplement; provided that if any document in the Plan

Supplement is altered, amended, modified or supplemented in any material respect prior to the

Confirmation Hearing, the Debtors will file a blackline of such document with the Court.

PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the

Disclosure Statement, the Plan, the Plan Supplement, or related documents, you should contact

Stretto, the Notice and Claims Agent retained by the Debtors in these Chapter 11 Cases (the


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“Notice and Claims Agent”), by: (a) calling the Debtors’ restructuring hotline at (855) 366-3672;

(b) visiting the Debtors’ restructuring website at: https://cases.stretto.com/ZenergyBrands; and/or

(c) writing to Zenergy Brands, Inc., et al., Ballot Processing, c/o Stretto, 410 Exchange, Suite 100,

Irvine, CA 92602. You may also obtain copies of any pleadings filed in these Chapter 11 Cases

for a fee via PACER at: http://www.txeb.uscourts.gov.

Dated: April 3, 2020 Respectfully Submitted,

/s/ Jack G. Haake

Marcus A. Helt (TX 24052187) FOLEY GARDERE Foley Lardner LLP 2021 McKinney Avenue Suite 1600 Dallas, TX 75201 Telephone: (214) 999-3000 Facsimile: (214) 999-4667 Email: [email protected]

-and-

Jack G. Haake (Pro Hac Vice) FOLEY & LARDNER LLP Washington Harbour 3000 K Street, N.W. , Suite 600 Washington, D.C. 20007-5109 Telephone: (202) 295-4085 Facsimile: (202) 672-5399 Email: [email protected]

Counsel for the Debtors and Debtors in Possession


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CERTIFICATE OF SERVICE

I hereby certify that on this the 3rd day of April, 2020, a copy of the foregoing was sent via this Court’s ECF system on all those parties registered to receive said electronic service.

/s/ Jack G. Haake Jack G. Haake


EXHIBIT B

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“FOR NOTICE PURPOSES, SUBSTANTIALLY IN THE FORM AS BELOW, SUBJECT TO ADDITIONAL CHANGES”

Vendor AmountAjamie LLP 5,000.00 Bank of Texas 1,835.53 Chris Crabtree 4,687.50 Clifton Larson Allen 28,000.00 Clinton B Zimmerman 1,153.85 Dan Ofchen 3,500.00 DJ Belieny 23,500.00 Executive Workspace 10,749.25 First Insurance 9,835.06 Foley Lardner 100,000.00 Gaston Garza 4,979.75 Jeff Bay‐Anderson 6,000.00 John Brooks Kligenbeck 4,567.00 John Klingenbeck 2,000.00 Josh Campbell 43,300.00 Joy Krumwiede 3,200.00 Kate H. 3,000.00 Lane Davis 18,491.77 Legal and Compliance LLC 500.00 Legends Commodities 23,500.00 Malone Bailey 45,000.00 Monika Evans 12,500.00 Oscar Gomez 9,000.00 Pacific Lamp 136,387.65 Pex Card ‐ G&A 38,400.00 Ryan Samuel 30,780.43 SAMCO HOLDINGS 23,400.00 Securitites Transfer Agent 4,200.00 Stretto 10,000.00 Stricly Electrical 9,283.26 TCA 5,000.00 Texas Security Bank 681.58 The Love Law Firm 19,141.24 Thomas Grissom 9,360.00 Viridian 10,516.70 Total 661,450.57

90 Day Payment History

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EXHIBIT C

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4810-8833-0169.1

IDENTITY OF TRUSTEE AND PROPOSED TERMS OF COMPENSATION

GUC Trustee Jason Rae

Lain, Faulkner & Co. 400 North St. Paul Street

Suite 600 Dallas, TX 75201.

Rate is $400/hour.

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EXHIBIT D

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4828-3446-8537.3

Exhibit D

ASSUMPTION LIST

On the Effective Date, except as otherwise provided in the Plan, each executory contract and unexpired lease set forth in this Assumption List will be assumed and assigned to the applicable Reorganized Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, all other executory contracts and unexpired lease between the Debtor and any Person shall be deemed rejected by the Debtors as of the Effective Date, except for any executory contract or unexpired lease: (i) which previously has been assumed or rejected pursuant to an order of the Court entered prior to the Effective Date, (ii) as to which a motion for approval of the assumption or rejection of such executory contract or unexpired lease has been filed and served prior to the Effective Date, or (iii) which is listed on this Assumption List; provided, however, that the Debtors or Reorganized Debtor shall have the right, on or prior to the Confirmation Date, to amend the Assumption List to delete any executory contract or unexpired lease therefrom or add any executory contract or unexpired lease thereto, in which event such executory contract(s) or unexpired lease(s) shall be deemed, respectively, assumed or rejected. The Debtors or Reorganized Debtor shall provide notice of any amendments to the Assumption List to the non-debtor parties to the executory contracts and unexpired leases affected thereby. The listing of a document on the Assumption List shall not constitute an admission by the Debtors or the Reorganized Debtor that such document is an executory contract or an unexpired lease, or that the Debtors or the Reorganized Debtor have any liability thereunder.

Entry of the Confirmation Order by the Bankruptcy Court shall constitute a Final Order approving the assumptions of the executory contracts and unexpired leases as set forth in the Plan and this Assumption List, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume executory contracts or unexpired leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each executory contract and unexpired lease assumed pursuant to Article VII of the Plan or by any order of the Bankruptcy Court, which has not been assigned to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtor in accordance with its terms, except as such terms are modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors reserve the right to alter, amend, modify, or supplement the Assumption List at any time through and including 45 days after the Effective Date.


4828-3446-8537.3

Debtor Description of Assumed Contract

or Lease

Counterparty Address Date of Contract

Cure Cost

Zenergy Brands, Inc.

Managed Energy Services Agreement

DFW Ghani Investments, LLC

6209 Lontana Ct., Colleyville, TX 76034

9/25/2017 $0



BitPlus, Ltd. 1351 Trotters Lane, Williamson, MI 458895

6/28/2015 $0




11/15/2018 $0




11/15/2018 $0




9/5/2019 $0



Cox's Fiesta of San Antonio

5103 S. Flores St, San Antonio, TX 78214

06/22/2018 $0



Burgerworks of Texas, LLC

908 N John Reddit Dr., Lufkin, TX 75904

07/05/2018 $0



Floresville Independent School District

1200 5th St., Floresville, TX 78114

07/29/2019 $0



First Baptist Church of Coppell

590 S. Denton Tap Rd., Coppell, TX 75019

02/13/2019 $0



Okmulgee County Jail 315 W. 8th St., Okmulgee, OK 74447

1/18/2018 $0



Okmulgee County Jail 315 W. 8th St., Okmulgee, OK 74447

8/1/2017 $0


Commercial Premium Finance

Agreement

First Insurance Funding Agent/Broker: The Plexus Group, LLC ,21805 Field Pkwy, Ste 300, Deer Park, IL 60010

$0


Master Channel Partner Agreement

CASA, Inc. 1315 Cleveland St., Clearwater, FL 33765

01/18/2018 $0


Independent Contractor Agreement

Monica Evans 974 S. Medalist Circle, Plano, TX 75023

7/5/2018 $0



Oscar Gomez 4800 Printer's Way #3050, Frisco, TX, 75034

6/28/2018 $0



Brian Steeg 4925 Rasor Blvd. #438, Plano, Texas 75024

11/29/2019 $0



Clinton Zimmerman 6143 Summer Creek Circle, Dallas, TX 75231

10/3/2019 $0



John Brooks Klingenbeck 10 Augusta Way, Shoal Crteek, AL 35242

6/25/2017 $0


4828-3446-8537.3


or Lease


Cure Cost



Ryan Samuel 1600 Mapleleaf Drive, Wylie, TX 75098

5/31/2017 $0



DJ Belieny 2445 Texoma Drive, Little Elm, TX 75068

6/15/2019 $0



Joy Krumweide 2804 Oak Cliff Lane Arlington, TX 76012

$0


Tax Preperation Services

Gurian PLLC 14881 Quorum Drive, Suite 350, Dallas, TX 75254

2/18/2020 $0


Executive Workspace Office License and Service

Agreement

Executiveworkspace.com 5700 Granite Parkway, Suite 200, Plano, TX 75024

12/20/2018 (amended

02/19/2020)

$0


Consulting Services Agreement

Samco Holdings, LLC 2121 Lohman Crossing Ste 504‐762, Lakeway, TX 78734

6/1/19 (amended 10/15/19)

$0


Legal Services Agreement

The Loev Law Firm, PC 6300 West Loop South, Suite 280, Bellaire, TX 77401

$0


Insurance Broker The Plexus Groupe LLC 21805 W. Field, Ste 300, Deer Park, IL 60010

$0


General Liability & Umbrella insurance

coverage

Chubb P.O. Box 382001 Pittsburgh, PA 15250‐8001

$6,730


Directors & Officers insurance coverage

Lloyd’s of London $0


Technical Errors & Omissions insurance

coverage

Ironshore Specialty Insurance Company

175 Berkeley Street Boston, MA 02116

04/01/2019 $0

NAUP Brokerage, LLC

Broker Agreement Aggressive Energy 78 Rapelye St, Brooklyn, NY 11231

$0

NAUP Brokerage, LLC

Supplier Agreement Madison Energy Group $0

NAUP Brokerage, LLC

Supplier Agreement Constellation Energy $0

NAUP Brokerage, LLC

Supplier Agreement Hudson Energy $0

NAUP Brokerage, LLC

Broker Agreement Plymouth Rock Energy $0


4828-3446-8537.3


or Lease


Cure Cost

NAUP Brokerage, LLC

Supplier Agreement SFE Energy $0

NAUP Brokerage, LLC

Rich Olson $0

Zenergy Labs, LLC

Software Development Agreement

BLC Advisory Group, LLC (iBuumerang)

11807 Westheimer Road #550‐427, Houston, TX

77077

9/23/2019 $0

Zenergy Labs, LLC


BitJar Labs, Inc. 1/1/2020 $0


EXHIBIT E

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4838-1718-0857.1

Exhibit E

REJECTION LIST

The executory contracts and unexpired leases attached hereto are being rejected. Pursuant to Article VII of the Plan, all executory contracts and unexpired leases that are not on the Assumption List filed with the United States Bankruptcy Court for the Eastern District of Texas will be rejected. Just because an executory contract or unexpired lease is not contained in this rejection list does not mean that it has been assumed. You must review the Assumption List for the executory contracts and unexpired leases that will be assumed by the Reorganized Debtor.


4838-1718-0857.1

Debtor Counterparty Description of Rejected Contract or Lease

Date of Contract

Zenergy Brands, Inc. Houston Roofing Solutions, Inc.

Advisory, Consulting & Services Agreement

Zenergy Brands, Inc. M2 Compliance SEC Form Preperation Services

Enertrade Electric, LLC Logix Fiber Networks Service Agreement

Enertrade Electric, LLC (dba Shyne Energy, Zenergy)

Friends of BARC, Inc. Charitable Contribution Agreement














4838-1718-0857.1

















NAUP Brokerage, LLC Viridian International Management, LLC

Channel Partner/Agent Direct Deposit Authorization
