IN THE UNITED STATES BANKRUPTCY COURT FOR THE …FINAL ORDER ON USE OF CASH COLLATERAL ... Invesco, (iii) Deutsche Bank, (iv) Lord Abbett, (v) Van Eck; and (vi) Sun Life Financial

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF WEST VIRGINIA

In re:

THOMAS HEALTH SYSTEM, INC., et al.

Debtors1

Chapter 11

Case No. 20-20007 (FWV) (Jointly Administered)

DEBTORS’ REPLY TO THE BOND TRUSTEE’S LIMITED OBJECTION TO DEBTORS’ MOTION FOR ENTRY OF

FINAL ORDER ON USE OF CASH COLLATERAL

The above-captioned debtors and debtors-in-possession (collectively, the “Debtors” or

“THS”), by their undersigned counsel, file this reply (the “Reply”) to the limited objection (the

“Limited Objection”) filed by the Bond Trustee (as defined below) to the Debtors’ Emergency

Motion for Entry of Interim and Final Orders Authorizing the Debtors to Use Cash Collateral,

Granting Adequate Protection and Scheduling a Final Hearing [Doc. No. 37] (the “Cash

Collateral Motion”). In support of this Reply, the Debtors respectfully state as follows:

A. Preliminary Statement

The Limited Objection filed by UMB Bank, N.A., the successor Trustee and Master

Trustee2 (the “Bond Trustee” or “UMB”) for the Debtors’ Hospital Revenue Improvement

Bonds (the “Bonds”) is an unfortunate, and largely disingenuous, attempt to insert impertinent

and arguably scandalous information into this matter in an effort to overcome its lack of a

meritorious objection to the Debtors’ continued use of cash collateral. Rather than focus on

whether the Debtors’ use of cash collateral (defined in Section 363 of the Bankruptcy Code as

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: Thomas Health System, Inc. (0674); Herbert J. Thomas Memorial Hospital Association (4900); Charleston Hospital, Inc. (2692); and THS Physician Partners, Inc. (5947).

2 Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Cash Collateral Motion.

Case 2:20-bk-20007 Doc 330 Filed 03/04/20 Entered 03/04/20 13:50:19 Desc Main Document Page 1 of 21

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“cash, negotiable instruments, documents of title, securities, deposit accounts, or other cash

equivalents”) results in a diminution of UMB’s purported security interest therein, and the

sufficiency of adequate protection (if applicable), UMB attempts to misdirect the Court with

inaccurate allegations and speculation relating to the Debtors’ approach and negotiation of a

chapter 11 plan – which is not an issue before this Court. UMB speaks at length about sale

opportunities and restructuring opportunities, which may be ripe for discussion at some point

but certainly are not before the Court now. Essentially, UMB attempts to preemptively attack

the Debtors on a variety of issues not presently before the Court because (a) it does not have a

colorable defense to the Debtors’ continued use of cash collateral and (b) UMB is not getting

what it wants since the Petition Date – control. The primary reason the Debtors could not reach

a consensual form of a final cash collateral order was not due to an unwillingness by the Debtors

to negotiate a consensual cash collateral order (which assertion is wholly inaccurate). The

primary reason UMB is contesting entry of a final order allowing the Debtors to use cash

collateral is because the Debtors were unwilling to include (a) case milestones advancing a

UMB proposed plan structure, and (b) termination rights that would prohibit the Debtors from

using cash to operate their hospitals if the Debtors filed a chapter 11 plan that was unacceptable

to UMB. In other words, UMB wants to use the cash collateral order as a vehicle to secure the

outcome it desires in these Chapter 11 Cases within the timeframe it dictates – effectively

bypassing some Bankruptcy Code sections and Bankruptcy Rules along the way.

The bondholders3 that have been paid approximately $108,108,000 on account of Bonds

issued in the original principal amount of $148,920,000,4 which according to UMB leaves the

3 The majority of the Bonds are held by (i) TIAA-CREF, (ii) Invesco, (iii) Deutsche Bank, (iv) Lord Abbett, (v) Van Eck; and (vi) Sun Life Financial.

4 The bondholders purchased the $148,920,000 in Bonds at the time of issuance for $146,807,927 – a discount of $2,112,073.


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bondholders with an aggregate claim of approximately $145 million (less any funds held by

UMB for the Bonds as of the Petition Date).5 Based on the proposals received by the Debtors as

a result of the prepetition Sale/Refinancing Process (defined below), bondholders most certainly

will receive an amount no less than 100% of the original principal amount (albeit far less than

their stated claim).6 Now, UMB seeks to challenge the Debtors’ use of cash not because it is

concerned with other creditors or stakeholders in these Chapter 11 Cases (as suggested in the

Limited Objection), but instead because it seeks to maximize the return on the Bonds in excess

of principal – even if that means advancing a sale that: (A) only benefits the bondholders, (B)

contains broad regulatory “outs” and risk, and (C) lacks any long term commitment to the post-

closing continued operation of both Thomas Memorial and St. Francis – resulting in the

possibility of significant job loss for those in the Kanawha Valley. The Debtors submit that the

Limited Objection of UMB be overruled and the Debtors be permitted to advance their Chapter

11 Cases with the use of cash collateral as is their right as a matter of law. Nothing in Sections

361 or 363 of the Bankruptcy Code require the Debtors to reach agreement with their

lenders regarding case disposition in order to use cash collateral. Any argument suggesting

otherwise is a red herring.

B. The Inaccuracies and Impertinent Information Set Forth in the Limited Objection

1. The Limited Objection contains numerous factual inaccuracies and

misrepresentations as well as otherwise impertinent information, which the Debtors submit this

Court should not countenance. In fact, the vast majority of the Limited Objection appears to be

crafted as an unnecessary attack upon the Debtors’ management for refusing to comply with

5 Prior to the Petition Date, UMB swept the Debtors’ Debt Service Reserve Account and the Debtors believe that UMB is holding approximately $5.8 million.

6 The Debtors are not taking into account interest that has accrued rather they are simply illustrating that the amount of cash the bondholders are likely to receive will exceed the amount of cash they originally advanced.


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UMB’s overreaching demands relating to ultimate case disposition. The Debtors attempt to

respond to some of the more glaring inaccuracies and irrelevant statements (reserving their right

to supplement):

a. Page 1, Intro – “The Debtors have refused to engage in any effort to resolve these proceedings on a consensual basis. Specifically, the Debtors refuse to pursue a defined process to preserve the Debtors’ highest and best transaction alternatives and protect the interests of the Debtors’ organization, the Debtors’ creditors, and the Debtors’ other stakeholders.”

Response: This statement is inaccurate and impertinent. Starting in February 2019, the Debtors advanced a process exploring both sale and financing opportunities (the “Sale/Refinancing Process”). The Sale/Refinancing Process was generally referenced in multiple EMMA filings and was done so at the request and under the supervision of UMB. Benchmarks were established in consultation with the representatives of UMB. UMB had regular and unfettered access to the Debtors’ investment banker, SOLIC Capital Advisors (“SOLIC”). SOLIC provided UMB with regular updates regarding the Sale/Refinancing Process, which included solicitation to 111 parties (45 strategic and 66 financial, which list was reviewed and endorsed by UMB). The Sale/Refinancing Process included submissions of indications of interest, due diligence periods, submissions of letters of intent, bid instructions (reviewed and in form approved by UMB), submissions of revised letters of intent, site visits, management interviews, multiple rounds of submissions of draft APAs and financing documents, and a deadline proposed by representatives of UMB for the submission of “definitive” documentation representing “final and best” offers (“Final Offers”). A limited number of entities submitted Final Offers. As explained to UMB since the Petition Date, representatives of the Debtors have had multiple exchanges with the parties who submitted Final Offers to attempt to cure certain infirmities. There have also been multiple meetings and discussions with UMB regarding how to emerge from Chapter 11. The Debtors simply have not agreed to do what UMB has requested on a post-petition basis concerning a contingent purchase proposal that contemplates limited commitment of capital reinvestment in the Debtors’ facilities and operations coupled with just one-year commitments to (i) maintaining the Debtors hospitals as licensed healthcare facilities and (ii) continuance of services as currently provided by the Debtors.

b. Page 2 – The Entire First Paragraph of the Preliminary Statement

i. Response: This paragraph is inaccurate and scandalous. The Debtors have not “ignored opportunities to the detriment of the Debtors’ organization, the detriment of the Debtors’ creditors, and the detriment of other stakeholders.” UMB has been advised that the Debtors’ professionals have had multiple contacts with the parties that have submitted Final Offers. At least one of the Final Offers, submitted by a non-profit acute care hospital system, contains broad termination


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rights exercisable by that prospective buyer in the event of a regulatory threat or challenge, as well as a very short-term commitment to post-closing operations. The Debtors have spent considerable time and resources discussing and analyzing various opportunities post-petition. UMB simply does not like the terms of the Final Offers and would like the Debtors to restart the Sale/Refinancing Process so that this contingent offer can be ‘played out.’

Separately, the Debtors’ professionals and UMB’s professionals have negotiated in good faith a potential “go-forward” process; however, the Debtors professionals were asked not to submit the plan term sheet they had prepared in advance of a scheduled settlement meeting. Instead, UMB subsequently submitted a proposal requesting the Debtors to advance a potential sale transaction with no assurance of a closing and no definitive restructuring backstop. Notably, that proposal yields zero proceeds beyond the bondholder debt and administrative claimants. Effectively, UMB is asking the Debtors to go at risk on a contingent proposal with no assurance of a path out of chapter 11 if the prospective buyer exercises its unilateral right to terminate the agreement.

c. Pages 2-3 – The Entire Second Paragraph of the Preliminary Statement

i. Response: This paragraph is inaccurate and largely mere speculation. There is a level of uncertainty as to the outcome of these Chapter 11 Cases, which is why sale and plan issues are not normally embodied in a cash collateral order. Normally, a debtor that satisfies the requirements of section 363 and 361 of the Bankruptcy Code to use its cash is afforded the opportunity to then explore reorganization options. A cash collateral order typically does not contain plan terms – hence the reason for sections 1121-1129 of the Bankruptcy Code.

As for the suggestion that the six-month budget is “bare-bones,” it is notable that UMB’s financial advisor has engaged in meaningful discussions with the Debtors’ financial advisor regarding the budget of record and the Updated Budget (defined below). UMB’s financial advisor has been reviewing the Debtors’ financials, cash flow projections and variances since the Petition Date and even prior to the Petition Date. Notably, no objection to specific line items or proposed expenditures has been made.

As for the statement that the Final Order “is stripped of conventional adequate protection terms,” UMB is referring to “protections” that are regularly contained in “consensual” cash collateral orders. The primary reason the proposed order does not contain such terms is because UMB wanted to include provisions that effectively caused the


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Debtors to cede control of the Chapter 11 Cases to UMB, including a mandate to advance a contingent sale proposal that may possibly result in hundreds of employees losing their jobs as well as the loss of other opportunities that present less risk.

As for the suggestion that the Debtors “will focus on a single alternative that seems more likely to protect the near-term personal interests of the Debtors’ management than to protect (a) the Debtors’ organization on a long-term basis, (b) the Debtors’ creditors or (c) the Debtors’ other stakeholders,” not only is the statement impertinent, speculative and inappropriately scandalous – it is patently false. The Debtors spent close to a year advancing the Sale/Refinancing Process. The Debtors entertained proposals from all parties that submitted indications of interest. Unfortunately, only a limited pool of suitors submitted indications of interest and even fewer participated in the Sale/Refinancing Process by November 2019. By the UMB-proposed deadline to submit Final Offers, the Debtors were left with: (A) a contingent Final Offer with only single year commitments to maintaining both Thomas and St. Francis as licensed healthcare facilities and continuing the services currently offered by the Debtors coupled with a grossly inadequate commitment to post-closing capital and (B) some financing opportunities. The Final Offer that contemplated a sale, if closed over the broad “outs” contained therein, would likely benefit only the bondholders, result in a reduction in services (limiting access to care), and possibly significant layoffs. Unlike UMB, the Debtors and their management are concerned about all creditors and stakeholders in addition to the families they employ and the communities they serve.

d. Page 3 – The First Full Paragraph on Page 3 and the Third Paragraph of the Preliminary Statement

Response: The Debtors dispute the suggestion that there is an erosion of UMB’s purported cash collateral. UMB apparently is referring to a dated budget in support of this misstatement. A more recent budget was provided to UMB on 2/26/20 (3 days before the filing of the Limited Objection) demonstrating positive cash flow from operations of $3,482,926 through the same end date (8/7/20). The updated budget, attached hereto and marked as Exhibit A (the “Updated Budget”) was provided to UMB on 3/3/20, and has no changes to operating cash flow assumptions, actualizes the week ending 2/21/20 and results in week ending 8/7/20 cash of $8,048,472, after paying or reserving for total case restructuring fees in the budget, and cash equivalent investments of $34,087,888 (totaling $42,136,360).7 At the Petition

7 The Updated Budget only differs from the budget provided to UMB’s financial advisory 3 days prior to the filing of the Limited Objection in three ways: (i) opening cash is actually $1m higher than the prior budget, (ii)


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Date, the Debtors had $5,707,964 in cash and $34,109,455 in cash equivalent investments (totaling $39,817,419). Hence, it is estimated that as of 8/7/20, the Debtors will have $2,318,941 more cash and cash equivalents than at the Petition Date.

Separately, UMB also attempts to improperly bootstrap an argument that UMB’s purported interests in “real and personal property” should be taken into account in connection with “cash collateral,” rather than file the appropriate motion seeking adequate protection. While the Debtors agreed to the inclusion of such interests in what is defined as “Pre-Petition Collateral” in earlier interim orders, those orders did not provide adequate protection beyond replacement liens and only to the extent of diminution (which the Debtors believe is nominal, if anything). The Debtors submit that such inclusion of those interests are inappropriate in a non-consensual cash collateral setting and suggests that UMB file the appropriate motion with notice to all creditors to address any purported diminution of collateral interests in real and personal property.

In addition, UMB once again improperly attempts to merge plan issues with the use of cash collateral by mischaracterizing the efforts of the Debtors’ management

e. Page 4 – Background – First Paragraph

i. Response: Despite receiving at least $108,108,000 from the Debtors over the past decade, UMB states that it is owed in excess of $145,000,000 on account of Bonds issued in 2008 in the principal amount of $148,920,000.8 UMB also suggests that it is entitled to interest, professional fees and expenses that “continue to accrue under the Bond Documents.” UMB is aware that the Bonds are woefully undersecured. Accordingly, bondholders are not entitled to interest, fees and expenses that accrue post-petition. See 11 U.S.C. § 506(a)(1).

f. Page 4 – Background – Second Paragraph

i. Response: In addition to including further impertinent information, the paragraph contains multiple inaccuracies or omissions that present an accurate reflection of the facts. UMB has been presented with numerous reports from the Sale/Refinancing Process. While it may be accurate that UMB “understands that multiple potential buyers,

professional fees are rolled into one line item other than those of SOLIC, which are separately listed and agreed to by both UMB and the Committee, and (iii) the ending cash amount is reduced as a result of items (i) and (ii).

8 Notably, that the Bonds originally were sold at a discount – meaning that the Bondholders purchased $148,920,000 in Bonds at the time of issuance for $146,807,927 - a discount of $2,112,073.


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including established non-profit acute care hospitals, have expressed interest in acquiring the Debtors’ assets as a going concern,” UMB likewise is aware that multiple potential buyers did not complete the Sale/Refinancing Process or submit Final Offers. Moreover, the use of “going concern” in this paragraph may be a bit exaggerated considering the absence of long-term, post-closing commitments to the continued operation of Thomas Memorial and St. Francis as acute care hospitals.

With respect to the suggestion that the “parties have also discussed the prospect of a restructuring of the Bonds if other reasonable options are not available,” to be clear – at no time have the amorphous and elusive restructuring terms been defined by UMB (with even any basic and fundamental elements that are consistent with parties negotiating in earnest) despite the Debtors request for such information for nearly two years.

As for the statement that “the Debtors’ management and board have ignored these various alternatives,” that is wholly inaccurate and improperly scandalous. The Debtors management and board have spent a significant amount of time and resources on those options that contain material terms. The Debtors, through their professionals, have had multiple discussions with remaining interested suitors post-petition.

g. Page 4 – Background – Third Paragraph

i. Response: Again, UMB improperly seeks to condition the Debtors’ use of cash on its plan concept, which is not germane to the matter before the Court. Notwithstanding, the statements in this paragraph are once again inaccurate and incendiary. The Debtors’ management has not “ignored” exit alternatives. In fact, at the request of UMB, the Debtors advanced multiple pre-petition proposals to definitive documentation (including schedules to an asset purchase agreement) by the UMB-imposed deadline to submit Final Offers. This unusual request resulted in the Debtors expending a significant amount of time and resources on various proposals because UMB wanted clarity as to potential risks associated with each option. Ultimately, the sole sale proposal included both a broad regulatory out as well as a mere one-year commitment to continued services (with just one-year commitments to continue to operate both Thomas Memorial and St. Francis as licensed healthcare facilities and continue the healthcare services as currently provided by the Debtors). As UMB is aware, the Debtors, through their professionals, have had multiple discussions with remaining interested suitors post-petition.


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h. Page 5 – Background – First Paragraph

i. Response: Again, UMB improperly seeks to condition the use of cash collateral on the Debtors’ acceptance of its proposed plan structure, which is contemplated nowhere in the Bankruptcy Code. The Debtors do not dispute that UMB provided them with a restructuring support term sheet. However, what UMB fails to disclose is that the term sheet required the Debtors to restart the Sale/Financing Process and advance a sale transaction with the sole remaining bidder who (a) inserted a broad termination right if it is even threatened with a regulatory challenge, and (b) proposed post-closing commitments that suggest possible significant layoffs of the Debtors’ employees, reduction in services (limiting access to care), and potential closure of at least one of the Debtors’ hospitals. What UMB likewise fails to disclose is that at the end of March 2020, one of the financing options of the Debtors expires and that entity has suggested that no further extensions will be granted. Furthermore, UMB fails to disclose that it will not commit to a definitive restructuring proposal to backstop the contingent sale that possibly results in layoffs – leaving the Debtors exposed to the possibility that they could be left with no options in the midst of a precarious marketplace for rural healthcare.

i. Page 5 – Background – Second Paragraph

i. Response: The Debtors will be submitting a revised order striking/amending the term “Pre-Petition Collateral.” That term was proposed by UMB in connection with interim consensual orders. The term “cash collateral,” as defined in section 363 of the Bankruptcy Code, does not include real or personal property. While the Debtors submit that the values of the real property and personal property will not materially change over the course of the next few months, that issue should be adjudicated in connection with a properly filed motion to be submitted by UMB. The Debtors do not consent to the inclusion of such language in their proposed final order.

j. Page 5 – Background – Third Paragraph

i. Response: The statements contained in this paragraph are incorrect. UMB has been in possession of the updated proposed cash collateral budget for a week. The Updated Budget demonstrates an accretion of cash by more than $2,300,000 since the commencement of the Chapter 11 Cases, after accounting for the payment of professional fees, which of course, are subject to the consideration and approval by this Court. To the extent payment of the professional fees results in the diminution of UMB’s purported collateral, they have the right to object to payment of those fees. Nothing in the Debtors’ motion


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proactively approves professional fees. There simply is no diminution in cash collateral and even if there were, UMB will receive replacement liens on the Debtors’ post-petition assets/receivables and superpriority claims to the extent such liens are deemed to be inadequate.

C. THE DEBTORS’ REPLY TO UMB’S ARGUMENT

2. Nothing in the Bankruptcy Code mandates or even suggests that the Debtors must

agree to the terms or construct of a chapter 11 plan in order to use cash collateral, let alone agree

to a chapter 11 plan that advances the interests of only one creditor group. UMB devotes nearly

the entirety of its Limited Objection on the premise that the Debtors should not be permitted to

use cash absent their agreement to adopt the UMB proposed plan approach. Rather than focus

on the requirements of sections 361 and 363 of the Bankruptcy Code, UMB improperly targets

the Debtors’ management and voluntary board of trustees with unfounded, scandalous,

impertinent, and at times wholly inaccurate assertions in an attempt to muddy the waters and

improperly taint the reputations of management and local volunteers. Notably, that same

management team and voluntary board of trustees advanced the UMB-mandated prepetition

Sale/Financing Process during a precarious time for healthcare in West Virginia and at great

expense. UMB, being unsatisfied with the outcome of the Sale/Financing Process, attempts to

impose its will through the final cash collateral order by compelling the Debtors to assume the

risk of a contingent sale that, if consummated, yields nothing more than a recovery of cash

exceeding the original principal amount advanced as a result of the Bonds, and promises possible

layoffs and a corresponding reduction in services to the communities the Debtors serve. There is

no basis for the relief sought by UMB as a matter of law or equity. The Debtors are entitled to

the use of cash collateral in accordance with section 363 of the Bankruptcy Code and to the


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extent applicable, UMB shall be adequately protected in accordance with section 361 of the

Bankruptcy Code in the form of replacement liens and possibly superiority claims.

(I) Nothing in the Bankruptcy Code Requires the Debtors to Negotiate an “All Options Process” in Order to Use Cash Collateral.

3. As a preliminary matter, these Chapter 11 Cases are not “free-fall” as evidenced

by the fact that the Debtors, at the direction of UMB, conducted the pre-petition

Sale/Refinancing Process that advanced all Final Offers to definitive documentation (including

schedules to agreements) by the date certain set by UMB. While UMB may find it expedient to

classify these Chapter 11 Cases as such, it is wholly inaccurate and if anything further evidences

the fact that UMB seeks to mischaracterize the facts to this Court in furtherance of its desire to

restart a sale process and “get another bite at the apple” at the Debtors’ and bankruptcy estates’

risk.

4. Nowhere in either section 363 (dealing with use of property) or section 361

(dealing with adequate protection) is there a requirement for a debtor to consent to a “process” or

“plan” in order to use cash collateral. See, generally, 11 U.S.C. §§ 361 & 363. In fact, Section

361 of the Bankruptcy Code clearly delineates what is proper adequate protection in a non-

consensual cash collateral order:

When adequate protection is required under section 362, 363, or 364 of this title of an interest of an entity in property, such adequate protection may be provided by—

(1) requiring the trustee to make a cash payment or periodic cash payments to such entity, to the extent that the stay under section 362 of this title, use, sale, or lease under section 363 of this title, or any grant of a lien under section 364 of this title results in a decrease in the value of such entity’s interest in such property;


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(2) providing to such entity an additional or replacement lien to the extent that such stay, use, sale, lease, or grant results in a decrease in the value of such entity’s interest in such property; or

(3) granting such other relief, other than entitling such entity to compensation allowable under section 503(b)(1) of this title as an administrative expense, as will result in the realization by such entity of the indubitable equivalent of such entity’s interest in such property.

11 U.S.C. § 361

5. UMB’s suggestion that the Debtors’ use of cash collateral should be contingent

upon it agreeing to UMB’s proposed course is wholly without merit or legal foundation.

Moreover, the suggestions that the Debtors have failed to pursue alternatives to the detriment of

creditors is patently false. UMB’s failure to disclose the accurate outcome of the pre-petition

Sale/Refinancing Process, the significant flaws and contingencies contained within the four

corners of the documents embodying these so-called “alternatives,” and the completely

amorphous and non-committal nature of the “restructuring” is telling. The insinuation of

misfeasance lays the fictional foundation for perhaps some other forthcoming attempt by UMB

to gain control, but to be certain - it is no basis to deny the Debtors the use of cash collateral.

6. As for the suggested Bankruptcy Rule 2004 examinations, while UMB has some

protections as to what it states in a pleading, the level at which its casts dispersions suggests the

need, and perhaps inevitability, of mutual discovery. While consistent with UMB’s efforts to

exercise control over the Debtors for the benefit of the bondholders, the Debtors sincerely hope

the transparency of such actions is evident to the Court and other parties in interest.

(II) To the Extent Necessary, the Adequate Protection Proposed in the Final Order is More Than Reasonable and Appropriate

7. UMB’s contention that the interests of bondholders are not adequately protected

is simply wrong and fails to depict an accurate picture of the Debtors’ operations as disclosed to


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UMB regularly. UMB makes this claim relying upon (and misconstruing) an outdated budget

despite having an updated budget in hand 3 days prior to the filing of its Limited Objection

(when the parties were still negotiating).

8. When compared to the Debtors’ cash and investment position as of the Petition

Date, the Updated Budget (attached as Exhibit A), which is the proposed budget for the Final

Order, demonstrates an increase of cash of more than $2,300,000 since the commencement of the

Chapter 11 Cases, after accounting for the payment of professional fees, which remain subject to

application and approval by this Court. From the Petition Date to the end of the 26-week period,

the Debtors cash position increases. This increase in cash flow, coupled with the protections

contained in the proposed Final Order provide UMB with adequate protection that reasonably

preserves its secured position at the time of the filing of the Chapter 11 Cases and protects UMB

from diminution in the value of its cash collateral during the Debtors’ reorganization process.

The Debtors will demonstrate during the evidentiary hearing that even if this Court were to take

into account the Debtors’ use of real property and personal property that serves as collateral for

the Bonds – there still would be no diminution in UMB’s pre-petition collateral package. Cause

clearly exists for the Court to enter a Final Order allowing the Debtors to continue to use cash

collateral in accordance with the Updated Budget.

9. A debtor’s use of property of the estate, including cash collateral, is governed by

section 363 of the Bankruptcy Code. Pursuant to section 363(c)(2) of the Bankruptcy Code, a

debtor may use cash collateral if: “(A) each entity that has an interest in such cash collateral

consents; or (B) the court, after notice and a hearing, authorizes such use, sale, or lease in

accordance with the provisions of [section 363].” 11 U.S.C. § 363(c)(2).


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10. It is well-established that a bankruptcy court should, whenever possible, resolve

issues in favor of allowing a debtor to continue its business as a going concern. Courts have

recognized that “[a] debtor, attempting to reorganize a business under Chapter 11, clearly has a

compelling need to use ‘cash collateral’ in its effort to rebuild. Without the availability of cash to

meet daily operating expenses . . . the congressional policy favoring rehabilitation over economic

failure would be frustrated.” Chrysler Credit Corp. v. Ruggiere (In re George Ruggiere

ChryslerPlymouth, Inc.), 727 F.2d 1017, 1019 (11th Cir. 1984); see also N.L.R.B. v. Bildisco and

Bildisco, 465 U.S. 513, 528 (1984) (“The fundamental purpose of reorganization is to prevent a

debtor from going into liquidation, with an attendant loss of jobs and possible misuse of

economic resources.”).

11. It is essential to the Debtors’ reorganization prospects and the preservation of

going concern value that they have sufficient funds to operate in the ordinary course, and at a

level that is as close as possible to prepetition performance. Absent the use of cash collateral, the

Debtors will not have sufficient working capital to: (a) make payments to employees, vendors, or

suppliers, (b) satisfy operating costs, (c) fund the administrative costs of these Chapter 11 Cases

and (d) provide for the patients and communities the Debtors serve. The ability to satisfy these

expenses when due is essential to avoid harm to the Debtors’ estates.

12. Section 363(e) of the Bankruptcy Code further provides that: ‘on request of an

entity that has an interest in property to be used by the debtor, the court shall condition such use

as is necessary to provide adequate protection of such interest.’ 11 U.S.C. § 363(e).

13. As noted above, Section 361 of the Bankruptcy Code, provides a list of examples

of adequate protection, including replacement liens and administrative priority claims. See 11

U.S.C. § 361. Generally, courts decide what constitutes adequate protection on a case-by-case


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basis. See, e.g., Resolution Trust Corp. v. Swedeland Dev. Grp., Inc. (In re Swedeland Dev. Grp.,

Inc.), 16 F.3d 552, 564 (3d Cir. 1994).

14. Courts typically authorize a debtor to use cash collateral to continue its operations

so long as the interest asserted by any affected secured creditor in such cash collateral is

adequately protected. Thus, courts are required to balance the debtor’s need to use cash

collateral in its reorganization effort against the secured creditor’s need for adequate protection.

Stein v. U.S. Farmers Home Admin. (In re Stein), 19 B.R. 458, 459 (Bankr. E.D. Pa. 1982). In

ruling whether a secured creditor is adequately protected early in a case, courts “will generally

permit the business operation to continue, at least to the point of plan formulation, if the debtors

make a solid evidentiary showing to support their projections[.]” In re Dynaco Corp.,162 B.R.

389, 395 (Bankr. D.N.H.1993). Courts likewise will take into account the equitable

considerations arising from the particular facts of each proceeding when determining adequate

protection. Id.at 394.

15. The focus of the adequate protection requirement is to preserve the secured

creditor’s position at the time of the bankruptcy filing and protect the secured creditor from

diminution in the value of its collateral during the reorganization process. See In re Mosello, 195

B.R. 277, 288 (Bankr. S.D.N.Y. 1996).

16. In this case, the adequate protection proposed by the Debtors will fully protect

UMB and the equitable considerations of the case further support this contention. It cannot be

overlooked that the holders of the Bonds have been paid in the aggregate approximately

$108,108,000 on account of Bonds issued in the original principal amount of $148,920,000,

which according to UMB leaves the bondholders with an aggregate claim of approximately $145

million. Under any of the prospective “alternatives” referenced by UMB in its Limited


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Objection, the holders of the Bonds will likely recover well in excess of the original principal

amount of Bond indebtedness. Moreover, as demonstrated by the Updated Budget, the Debtors

actually accrete cash on a post-petition basis by more than $3,500,000, an amount that by far

would exceed any potential diminution in value of real and personal property collateral, to the

extent applicable.

17. Notwithstanding the foregoing, the Debtors nevertheless propose to grant UMB

both replacement liens to the extent of diminution as well as a superpriorty claim if such

replacement liens prove to be insufficient, as is permissible pursuant to section 361 of the

Bankruptcy Code.

18. Based on the foregoing, the Debtors submit that the adequate protection proposed

in the Final Order will fully protect UMB from any diminution in value of its interest in cash

collateral and is fair, reasonable and sufficient to satisfy the requirements of the Bankruptcy

Code.

III. UMB’s Proposed “Conventional” Form of Order is Far from Conventional in a Contested Setting.

19. As a preliminary matter, it is worth noting that the Debtors expressed a

willingness to agree to an order substantially in the same form of the proposed order attached to

the Limited Objection as Exhibit A (the “UMB Suggested Order”) more than a week ago (and

certainly well in advance of the filing of the Limited Objection), subject to agreement upon the

cash collateral budget and input by the Committee. Notwithstanding this fact (which is

memorialized), UMB ultimately rejected the good faith effort by the Debtors to resolve the issue,

then filed a scathing pleading filled with inaccuracies and dispersions about the Debtors’

management and its voluntary board of trustees. The Limited Objection was unnecessary but for

the need to create a false narrative through allegations that are wholly irrelevant to the issue of


17

use of cash collateral and adequate protection. Presumably, the Limited Objection serves

another purpose.

20. UMB improperly suggests that its Proposed Order is “customary” yet undersigned

counsel is unaware of any Court in the history of U.S. jurisprudence that has granted the

protections UMB seeks in a contested setting. The protections sought in the UMB Suggested

Order are found in consent orders – a fact that UMB conveniently fails to disclose to this

Court.

21. The Proposed Order submitted by the Debtors is the Debtors’ proposed form of a

non-consensual order for the use of cash collateral.

22. Notwithstanding, the Debtors’ proposed Final Order, although non-consensual,

does provide some of the additional protection sought by UMB:

Contrary to UMB’s assertion, the Budget attached to the proposed Final Order includes amounts for professional fees;

the Debtors use of cash collateral is subject to compliance with the Budget with a reasonable variance tolerance; and

the Debtors will continue to provide all financial reporting required by the Bond Documents and, upon reasonable notice, will provide UMB and its representatives with access to the Debtors’ premises, personnel, advisors, books and records.

23. The other protections sought by UMB are customarily only in consensual orders.

See, e.g., Novum Pharma, LLC, Bankr. D. Del., Case No. 19-10209 (KJC); NSC Wholesale

Holdings LLC, et al., Bankr. D. Del., Case No. 18-12394 (KJC); In re Ensequence, Inc., Bankr.

D. Del., Case No. 18-1082 (KG); White Eagle Asset Portfolio, LP, et al., Bankr. D. Del., Case

No. 18-12808 (KG). Sections 361 through 364 of the Bankruptcy Code provide the framework

for the granting of post-petition adequate protection to pre-petition secured lenders. Neither of

those provisions nor any other provision of the Bankruptcy Code require the additional

protections requested by UMB.


18

24. Absent consent by the Debtors and the Committee, UMB is not entitled to a

section 506(c) waiver. Section 506(c) of the Bankruptcy Code allows a debtor to charge the

costs of preserving or disposing of a secured lender’s collateral to the collateral itself. Courts

have widely recognized that section 506(c) waivers are not to be granted lightly. See, e.g.,

Hartford Underwriters Ins. Co. v. Union Planters Bank, N.A., 530 U.S. 1, 12 (2000) (finding that

section 506(c) is a rule of fundamental fairness for all parties in interest and authorizing the

surcharge of a secured lender’s collateral where reasonable and appropriate). For example, the

United States Bankruptcy Court for the District of Delaware will not permit a section 506(c)

waiver without the consent of the committee. See In re Mortgage Lenders Network USA, Inc.,

Case No. 07-10146 (PJW), Hr’g Tr. (Docket No. 346) at 21 (Bankr. D. Del. March 20, 2007)

(noting that without the committee’s prior approval, the 506(c) waiver may not be approved).

25. Likewise, without consent UMB is not entitled to a lien on avoidance actions.

Avoidance actions are distinct creatures of bankruptcy law designed to benefit, and ensure

equality of distribution among, general unsecured creditors. See Official Comm. of Unsecured

Creditors of Cybergenics Corp. v. Chinery (In re Cybergenics Corp.), 226 F.3d 237, 244 (3d Cir.

2000) (identifying underlying intent of avoidance powers to recover valuable assets for estate’s

benefit); Buncher Co. v. Official Comm. of Unsecured Creditors of GenFarm Ltd. P’ship IV, 229

F.3d 245, 250 (3d Cir. 2000) (“The purpose of fraudulent conveyance law is to make available to

creditors those assets of the debtor that are rightfully part of the bankruptcy estate, even if they

have been transferred away. When recovery is sought under section 544(b) of the Bankruptcy

Code, any recovery is for the benefit of all unsecured creditors, including those who individually

had no right to avoid the transfer.”) (internal citations omitted); In re Tribune Co., 464 B.R. 126,


19

171 (Bankr. D. Del. 2011) (noting “that case law permits all unsecured creditors to benefit from

avoidance action recoveries”).

26. As an important potential source of recovery for general unsecured creditors,

avoidance actions and their proceeds should remain free of any encumbrances and instead should

be available for distribution to all unsecured creditors. See, e.g., In re Excel Maritime Carriers,

Ltd., No. 13-23060 (RDD) (Bankr. S.D.N.Y. Aug. 6, 2013) [Dkt. No. 133] (excluding avoidance

actions and proceeds thereof from property that could be used to pay superpriority claims under

§ 507(b); excluding avoidance actions and proceeds from the scope of adequate protection liens);

In re Hostess Brands, Inc., No. 12-22052 (RDD) (Bankr. S.D.N.Y. Feb. 3, 2012) [Dkt. No. 254]

(same).

27. Additionally, absent the consent of the Debtors (as well as the Committee), UMB

has provided no basis for (i) claims and lien acknowledgements; (ii) a limited investigation

period for the Committee to investigate claims and causes of action against UMB; (iii) a general

release of claims and causes of action against UMB and related parties; (iv) curtailing the Court's

power to (a) exclude post-petition proceeds from UMB’s pre-petition collateral based on the

equities of the case under section 552(b) of the Bankruptcy Code, or (b) marshal assets; or (v)

termination events and remedies.

Conclusion

28. The Limited Objection filed by UMB is a curious filing, but it is legally and

equitably void of merit. The vast majority of the document contains impertinent and at times

scandalous statements with little to no application to the issue of continued use of cash collateral

or adequate protection. Nothing in the Bankruptcy Code requires a debtor-in-possession to give


20

control of its chapter 11 case to a lender in order to use cash collateral. The Limited Objection

should be overruled and the Debtors should be permitted to continue to use cash collateral.

WHEREFORE, the Debtors respectfully request that this Honorable Court overrule the

Limited Objection and enter the Final Order authorizing the Debtors to use cash collateral and

grant such other and further relief as may be appropriate.

Dated: March 4, 2020 Respectfully Submitted

WHITEFORD TAYLOR & PRESTON LLP

/s/ Michael J. RoeschenthalerMichael J. Roeschenthaler (PA Id. No. 87647) 200 First Avenue, Third Floor Pittsburgh, PA 15222 (412) 618-5601 Tel. [email protected]

Brandy M. Rapp (WV Bar No. 10200) 10 S. Jefferson Street, Suite 1110 Roanoke, Virginia 24011 (540) 759-3577 Tel. (540) 759-3567 Fax [email protected]

Counsel to the Debtors and Debtors-in-Possession

-AND-

FROST BROWN TODD, LLC Jared M. Tully, Esq. (WV Bar No. 9444) 500 Virginia Street East, Suite 1100 Charleston, WV 25301 T: 304-345-0111 F: 304-345-0115 [email protected]


mailto:[email protected]


21

Ronald E. Gold, Esq. (Ohio Bar No. 0061351) Douglas L. Lutz, Esq. (Ohio Bar No. 0064761) 3300 Great American Tower 301 East Fourth Street Cincinnati, Ohio 45202 T: 513-651-6800 F: 513-651-6981 [email protected] [email protected]

Local Counsel to the Debtors and Debtors-in-Possession

11127230



EXHIBIT “A”

Case 2:20-bk-20007 Doc 330-1 Filed 03/04/20 Entered 03/04/20 13:50:19 Desc Exhibit A Page 1 of 3

Thomas Health SystemCash Flow ForecastPublish Date 03/03/2020

Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast1 2 3 4 5 6 7 8 9 10 11

Week Ending 2/28/2020 3/6/2020 3/13/2020 3/20/2020 3/27/2020 4/3/2020 4/10/2020 4/17/2020 4/24/2020 5/1/2020 5/8/2020Cash Receipts:Parallon TMH & SFH 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ Direct TMH & SFH 359,102 359,102 359,102 359,102 359,102 359,102 359,102 359,102 359,102 359,102 359,102 Patient Pay 5/3 TMH & SFH 54,472 54,472 54,472 54,472 54,472 54,472 54,472 54,472 54,472 54,472 54,472 340b 217,871 217,871 217,871 217,871 217,871 217,871 217,871 217,871 217,871 217,871 217,871 Family Rx 71,534 71,534 71,534 71,534 71,534 71,534 71,534 71,534 71,534 71,534 71,534 DPP - Medicaid - - - - 1,194,063 357,531 - - - - - THSPP 347,577 347,577 347,577 347,577 347,577 347,577 347,577 347,577 347,577 347,577 347,577 DSH - - - - - 503,197 - - - - - Other 63,581 63,581 63,581 63,581 63,581 63,581 63,581 63,581 63,581 63,581 63,581

Total Cash Receipts $5,221,281 $5,221,281 $5,221,281 $5,221,281 $6,415,344 $6,082,009 $5,221,281 $5,221,281 $5,221,281 $5,221,281 $5,221,281

Cash Disbursements:Operating

Payroll -$ (3,750,000)$ -$ (3,750,000)$ -$ (3,850,000)$ -$ (3,850,000)$ -$ (3,850,000)$ -$ Employee Benefits (88,144) (641,780) (88,144) (641,780) (88,144) (641,780) (88,144) (641,780) (88,144) (641,780) (88,144) Contract Labor (90,002) (218,192) (90,002) (218,192) (90,002) (218,192) (90,002) (218,192) (90,002) (218,192) (90,002) Contract Services (414,944) (344,413) (414,944) (344,413) (414,944) (344,413) (414,944) (344,413) (414,944) (344,413) (414,944) Insurance (32,670) (32,670) (32,670) (32,670) (32,670) (332,670) (32,670) (32,670) (32,670) (32,670) (32,670) Med Spec/Prof Fees (178,215) (226,120) (178,215) (226,120) (178,215) (226,120) (178,215) (226,120) (178,215) (226,120) (178,215) Other Expenses (223,623) (223,623) (163,623) (163,623) (163,623) (223,623) (163,623) (163,623) (163,623) (163,623) (163,623) Rent and Leases (119,776) (43,230) (47,732) (22,050) (119,776) (43,230) (119,776) (43,230) (119,776) (43,230) (119,776) Repairs & Maintenance (199,025) (133,092) (84,245) (173,628) (191,025) (173,628) (191,025) (173,628) (191,025) (173,628) (191,025) Supplies (1,108,036) (1,501,396) (1,108,036) (1,501,396) (1,108,036) (1,501,396) (1,108,036) (1,501,396) (1,108,036) (1,501,396) (1,108,036) Utilities (562,055) (57,485) (49,948) (52,002) (232,055) (57,485) (232,055) (57,485) (232,055) (57,485) (232,055) 340B (34,518) - (41,523) - (42,465) - (42,465) - (42,465) - (42,465) Broad Base/Acute Care Tax - - (384,087) - - - - (795,619) - - (451,372) Sale & Use Tax - - (75,192) (2,864) - - (75,192) (2,864) - - (75,192) Capital Expenditures (285,758) (153,561) (6,917) (152,538) (47,418) (153,561) (47,418) (153,561) (47,418) (153,561) (47,418) Ordinary Course Professionals - - (50,000) - - - (50,000) - - - (50,000)

Total Operating Cash Disbursements (3,336,766)$ (7,325,562)$ (2,815,278)$ (7,281,275)$ (2,708,373)$ (7,766,098)$ (2,833,565)$ (8,204,581)$ (2,708,373)$ (7,406,098)$ (3,284,937)$

Cash Flow from Operations 1,884,515$ (2,104,281)$ 2,406,003$ (2,059,994)$ 3,706,971$ (1,684,090)$ 2,387,716$ (2,983,300)$ 2,512,908$ (2,184,817)$ 1,936,344$

Non Operating:

Total Restructuring Related Costs[1]

Professional Fees - - (170,000) (1,415,500) - (85,000) - (1,018,100) - (85,000) (573,400) SOLIC – Closing fee[1] - - - - - - - - - - - Claims Agent - - (75,000) - - - (75,000) - - - (75,000) UST Fees - - - - - - (250,000) - - - - Patient Care Ombudsman - - - - - - - - - - - Key Employee Incentives - - - - (406,554) - - - (406,554) - -

Total Restructuring Related Costs -$ -$ (245,000)$ (1,415,500)$ (406,554)$ (85,000)$ (325,000)$ (1,018,100)$ (406,554)$ (85,000)$ (648,400)$

Total Cash Disbursements (3,336,766)$ (7,325,562)$ (3,060,278)$ (8,696,775)$ (3,114,927)$ (7,851,098)$ (3,158,565)$ (9,222,681)$ (3,114,927)$ (7,491,098)$ (3,933,337)$

Net Cash Flow 1,884,515$ (2,104,281)$ 2,161,003$ (3,475,494)$ 3,300,417$ (1,769,090)$ 2,062,716$ (4,001,400)$ 2,106,354$ (2,269,817)$ 1,287,944$

Operating Cash Balances:Beginning of Period 2/22/20[2] 15,305,653$ 17,190,168$ 15,085,887$ 17,246,890$ 13,771,396$ 17,071,813$ 15,302,724$ 17,365,439$ 13,364,039$ 15,470,394$ 13,200,576$ Receipts 5,221,281 5,221,281 5,221,281 5,221,281 6,415,344 6,082,009 5,221,281 5,221,281 5,221,281 5,221,281 5,221,281Disbursements (3,336,766) (7,325,562) (3,060,278) (8,696,775) (3,114,927) (7,851,098) (3,158,565) (9,222,681) (3,114,927) (7,491,098) (3,933,337) End of Period 17,190,168$ 15,085,887$ 17,246,890$ 13,771,396$ 17,071,813$ 15,302,724$ 17,365,439$ 13,364,039$ 15,470,394$ 13,200,576$ 14,488,520$

Investments[3] 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ Total Cash and Investments 51,278,056$ 49,173,775$ 51,334,778$ 47,859,284$ 51,159,701$ 49,390,611$ 51,453,327$ 47,451,927$ 49,558,282$ 47,288,464$ 48,576,408$

Notes[1] This Budget is for a 24-week period and includes estimated bankruptcy-related professional fees, inclusive of certain transaction-related closing fees. All transaction-related fees of SOLIC are deemed includedin this Budget and are deemed included in the Carve-Out. Pursuant to SOLIC’s Retention Order filed with the Court on March 3, 2020, the transaction-related closing fee due to SOLIC, as pursuant to its engagement letter withthe Debtors and as agreed to with both the Bond Trustee and the Official Committee of Unsecured Creditors, are subject to not exceed $1,800,000. For budgeting purposes, this Budget includes the stipulated cap of $1,800,000.[2] The opening cash balance is estimated based on the actual book cash balance as of 2/22.[3] Week 1 investments are as of 2/22. THS is a shareholder in Premier, a group purchasing organization (ticker: PINC). THS owns 52,128 shares reflected at fair market value.


Thomas Health SystemCash Flow ForecastPublish Date 03/03/2020

Week EndingCash Receipts:Parallon TMH & SFHDirect TMH & SFHPatient Pay 5/3 TMH & SFH340bFamily RxDPP - MedicaidTHSPPDSHOther

Total Cash Receipts

Cash Disbursements:Operating

PayrollEmployee BenefitsContract LaborContract ServicesInsuranceMed Spec/Prof FeesOther ExpensesRent and LeasesRepairs & MaintenanceSuppliesUtilities340BBroad Base/Acute Care TaxSale & Use TaxCapital ExpendituresOrdinary Course Professionals

Total Operating Cash Disbursements

Cash Flow from Operations

Non Operating:

Total Restructuring Related Costs[1]

Professional Fees

SOLIC – Closing fee[1]

Claims Agent UST Fees Patient Care OmbudsmanKey Employee Incentives

Total Restructuring Related Costs

Total Cash Disbursements

Net Cash Flow

Operating Cash Balances:Beginning of Period 2/22/20[2]

ReceiptsDisbursementsEnd of Period

Investments[3]

Total Cash and Investments

Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast12 13 14 15 16 17 18 19 20 21 22 23 24 Forecast

5/15/2020 5/22/2020 5/29/2020 6/5/2020 6/12/2020 6/19/2020 6/26/2020 7/3/2020 7/10/2020 7/17/2020 7/24/2020 7/31/2020 8/7/2020 Total

4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 4,107,144$ 98,571,446$ 359,102 359,102 359,102 359,102 359,102 359,102 359,102 359,102 359,102 359,102 359,102 359,102 359,102 8,618,448

54,472 54,472 54,472 54,472 54,472 54,472 54,472 54,472 54,472 54,472 54,472 54,472 54,472 1,307,339 217,871 217,871 217,871 217,871 217,871 217,871 217,871 217,871 217,871 217,871 217,871 217,871 217,871 5,228,916

71,534 71,534 71,534 71,534 71,534 71,534 71,534 71,534 71,534 71,534 71,534 71,534 71,534 1,716,819 - - - - - - 1,194,063 357,531 - - - - - 3,103,187

347,577 347,577 347,577 347,577 347,577 347,577 347,577 347,577 347,577 347,577 347,577 347,577 347,577 8,341,837 - - - - - - - - 503,197 - - - - 1,006,394

63,581 63,581 63,581 63,581 63,581 63,581 63,581 63,581 63,581 63,581 63,581 63,581 63,581 1,525,940

$5,221,281 $5,221,281 $5,221,281 $5,221,281 $5,221,281 $5,221,281 $6,415,344 $5,578,812 $5,724,478 $5,221,281 $5,221,281 $5,221,281 $5,221,281 $129,420,326

(3,850,000)$ -$ (3,850,000)$ -$ (3,850,000)$ -$ (3,850,000)$ -$ (3,850,000)$ -$ (3,850,000)$ -$ (3,850,000)$ (46,000,000)$ (641,780) (88,144) (641,780) (88,144) (641,780) (88,144) (641,780) (88,144) (641,780) (88,144) (641,780) (88,144) (641,780) (8,759,088) (218,192) (90,002) (218,192) (90,002) (218,192) (90,002) (218,192) (90,002) (218,192) (90,002) (218,192) (90,002) (218,192) (3,698,328) (344,413) (414,944) (344,413) (414,944) (344,413) (414,944) (344,413) (414,944) (344,413) (414,944) (344,413) (414,944) (344,413) (9,112,284)

(32,670) (32,670) (32,670) (32,670) (32,670) (32,670) (32,670) (32,670) (32,670) (32,670) (32,670) (32,670) (32,670) (1,084,078) (226,120) (178,215) (226,120) (178,215) (226,120) (178,215) (226,120) (178,215) (226,120) (178,215) (226,120) (178,215) (226,120) (4,852,020) (163,623) (163,623) (163,623) (163,623) (163,623) (163,623) (163,623) (163,623) (163,623) (163,623) (163,623) (163,623) (163,623) (4,106,952)

(43,230) (119,776) (43,230) (119,776) (43,230) (119,776) (43,230) (119,776) (43,230) (119,776) (43,230) (119,776) (43,230) (1,862,848) (173,628) (191,025) (173,628) (191,025) (173,628) (191,025) (173,628) (191,025) (173,628) (191,025) (173,628) (191,025) (173,628) (4,236,520)

(1,501,396) (1,108,036) (1,501,396) (1,108,036) (1,501,396) (1,108,036) (1,501,396) (1,108,036) (1,501,396) (1,108,036) (1,501,396) (1,108,036) (1,501,396) (31,313,184) (57,485) (232,055) (57,485) (232,055) (57,485) (232,055) (57,485) (232,055) (57,485) (232,055) (57,485) (232,055) (57,485) (3,616,890)

- (42,465) - (42,465) - (42,465) - (42,465) - (42,465) - (42,465) - (500,694) - - - - (532,833) - - - (889,579) - - - - (3,053,490) - (75,192) - (75,192) - (75,192) - (75,192) - (75,192) - (75,192) - (682,456)

(153,561) (47,418) (153,561) (47,418) (153,561) (47,418) (153,561) (47,418) (153,561) (47,418) (153,561) (47,418) (153,561) (2,608,567) - (50,000) - (50,000) - (50,000) - (50,000) - (50,000) - (50,000) - (450,000)

(7,406,098)$ (2,833,565)$ (7,406,098)$ (2,833,565)$ (7,938,932)$ (2,833,565)$ (7,406,098)$ (2,833,565)$ (8,295,677)$ (2,833,565)$ (7,406,098)$ (2,833,565)$ (7,406,098)$ (125,937,399)$

(2,184,817)$ 2,387,716$ (2,184,817)$ 2,387,716$ (2,717,651)$ 2,387,716$ (990,754)$ 2,745,246$ (2,571,199)$ 2,387,716$ (2,184,817)$ 2,387,716$ (2,184,817)$ 3,482,926$

- (1,018,100) - (85,000) - - (883,300) (85,000) - - (918,100) (665,500) - (7,002,000) - - 0 - - - 0 - - - - - (1,800,000) (1,800,000) [1]- - - - (75,000) - - - (75,000) - - - - (375,000) - - - - - - - - (250,000) - - - (250,000) (750,000) - - - - - - - - - - - - - - - - - - - - - - - - - - - (813,107) -$ (1,018,100)$ -$ (85,000)$ (75,000)$ -$ (883,300)$ (85,000)$ (325,000)$ -$ (918,100)$ (665,500)$ (2,050,000)$ (10,740,107)$ [1]

(7,406,098)$ (3,851,665)$ (7,406,098)$ (2,918,565)$ (8,013,932)$ (2,833,565)$ (8,289,398)$ (2,918,565)$ (8,620,677)$ (2,833,565)$ (8,324,198)$ (3,499,065)$ (9,456,098)$ (136,677,506)$ [1]

(2,184,817)$ 1,369,616$ (2,184,817)$ 2,302,716$ (2,792,651)$ 2,387,716$ (1,874,054)$ 2,660,246$ (2,896,199)$ 2,387,716$ (3,102,917)$ 1,722,216$ (4,234,817)$ (7,257,181)

14,488,520$ 12,303,703$ 13,673,319$ 11,488,501$ 13,791,217$ 10,998,567$ 13,386,282$ 11,512,228$ 14,172,475$ 11,276,275$ 13,663,991$ 10,561,074$ 12,283,290$ 15,305,653$ 5,221,281 5,221,281 5,221,281 5,221,281 5,221,281 5,221,281 6,415,344 5,578,812 5,724,478 5,221,281 5,221,281 5,221,281 5,221,281 $129,420,326

(7,406,098) (3,851,665) (7,406,098) (2,918,565) (8,013,932) (2,833,565) (8,289,398) (2,918,565) (8,620,677) (2,833,565) (8,324,198) (3,499,065) (9,456,098) (136,677,506) 12,303,703$ 13,673,319$ 11,488,501$ 13,791,217$ 10,998,567$ 13,386,282$ 11,512,228$ 14,172,475$ 11,276,275$ 13,663,991$ 10,561,074$ 12,283,290$ 8,048,472$ 8,048,472$

34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 34,087,888$ 46,391,591$ 47,761,207$ 45,576,389$ 47,879,105$ 45,086,455$ 47,474,170$ 45,600,116$ 48,260,363$ 45,364,163$ 47,751,879$ 44,648,962$ 46,371,178$ 42,136,360$ 42,136,360$
