Global Clean Energy Holdings - audio of April 16, 2025 first day hearing before the US Bankruptcy Court for the Southern District of Texas in case 2025-90113

Conference recording. Judge, I see you talking, but I believe you're muted.

Yes, sorry about that. So I will get started right at 11:00, but please go to my web page and sign in that's why we keep formal track of appearances. And also, please keep your line muted so that don't have to activate the hand raising feature. We have about almost 50 people on, so please just keep your line muted. Alright.

Good morning. We're here for the 11:00 docket. Today is Wednesday, 07/16/2025, Case Number 20Five-ninety113, Global Clean Energy Holdings for First Day Hearing. So why don't we get the appearance of the counsel first?

Sure, I'll start. Good morning, Your Honor. Jason Ball and Bob Moon are usually Harrison of the Northern Rose Formalite Firm as the proposed local counsel for the debtors. We're joined this morning with our co counsel Brian Shargst, Ross Steve Bergbild, Art Dolls of Kirkland and Ellisburg and Mr. Schartz will take the lead of today.

So you broke your time.

All right. Good morning, Mr. Paul and Mr. Schartz. Good morning, Judge.

This is Jackson Garvey of Sidley Austin LLP on behalf of Deep Hall America's Corp. On the line from Sidley are my colleagues Mr. Robert Stevens, this is Meghan Tejada, Mr. Reid and Daryl. B2L is an energy and commodities company that's been around for over fifty five years and plays a number of different roles in these cases.

First, through the supply and offtake agreement, which Safe Harbor forward contracts, these also buys the debtors with liquidity and feedstock and then buys the finished product. We were also the pre petitioned revolving credit facility provider and we're a debt lender in this case. Thank you.

Good morning, Your Honor. How are you today for the United States Trustees?

Good morning, Mr. Linde.

Good morning, Your Honor. Steve Kuzinovsky with Kings and Boons on behalf of CTCI and CTCI America. Also appearing with us is our co counsels at James Ruppin Tremaine, Reagan Powers and his team. We have some other hanging in the folks on the phone as well, but we're here as a target for the restructuring support agreement and I'm sure we'll have some comments as the case or as the hearing goes on.

All right. Thank you, Mr. Podowski. Anyone else?

Your Honor, not the second speaker. I can hear you. Yes, I don't know if it's sales from Latent and Lawson on behalf of Orion Energy Partners as agents for the term loan and the term loan and the term loan division.

Alright. Anyone else, wish to make an appearance?

Alright. Mister Sharp? Hi, Aronas. Can you hear me?

I can hear you. Yes, sir.

Okay. Thank you. Good morning, Arana. It is very good to be here today. Both the staff, officers, people assisting accommodating us today.

Guys, it's not lost on me that your and Judge Lopez both held time on your respective calendars for a couple of days. So we thank you for that. Hope it wasn't too much of an imposition. Also still a growth. Today happened to be my oldest and his sister and I promised him I would be home celebrate so the earlier hearing is very much appreciated.

I'd like to keep that promise. So thank you. I know this is on the table during the early hours of this morning. Hopefully, Your Honor, we'll be able to get everything on a timely basis and as soon as possible. If that's not the case, please do let us know and we'll address that as soon as possible.

To the normals and chloroquine team that you just heard from. The company has several other individuals on its biologic rig. First and foremost, there is Mr. Noah the better President. Noah, raise your hand.

Mr. Berlune, the first day declaration in support of the better position at too. Very thorough by the way.

So I really appreciate it. I've got a full indication in biofuel in a short period of time. So, yeah, mister Tucker, if you

could just get a little closer to the microphone.

So I'll make sure

our audio is working. Thank you, Your Honor. Yes, hopefully there was some good information in that briefing. Yes, it's very good. Thank you for that.

It really helped me get through the rest of the data. Good to hear.

Sorry, I think I and you were just phrasing up on our first our phone dropped, I'm sorry about that. Again, also from the management, so that's getting Mr. Balloon in that window, he is the company's General Counsel and the company's gift of Royal Society in his own name. In addition from the visor side, we have Mr. John Walsh of Algorithm He's a supervisor in Mr.

Walsh with his own declaration two declarations, one, the result of his first in the resin that's three and another in support of the bid that was not in regard to number 18. And then last but not least, we have Mr. Fifteen ten feet, the Lazar firm, he's the better proposed investment banker, new declaration of this debt. We also believe EPYC as our proposed claims in those weeks. We do have a brief segency, Your Honor, I would like to use the people.

We'll also see a live file of the presentation on the docket if you haven't already, we'll be at the clinical hearing. We're going to say all the preparation to the evidence right now that that's just for the purposes of today's hearing.

Okay. So you cut out just a bit there, Mr. Sharp, so you want to introduce the declaration of which one?

Mr. Noah Berlum, the first day declaration and the EvidenceNOW is not the number to your eye.

Okay. But is there any objection to the to the admission of the declaration of Mr. Noah Verneu, which is on the exhibit list adopted number 30Nine-one? Okay. Hearing no objection, it will be admitted as this direct testimony for the purposes of this hearing.

To the extent anyone wishes to cross examine him, we can do that once we get to the motion.

Thank you, Your Honor. We appreciate it. Let's put the presentation up. If you could give Sharon to us, if there's a window called person presenting, if you can give a note to that person, we'll put that out very quickly. K and E presentation.

Excuse me.

K and E presentation. Yes. That's their sound presenter. Appreciate it.

Okay. I'm going to give you the evening while it comes up. Your Honor, we're here today on behalf of Global Clean after really half a year of hard fought intense negotiations between the company and its key stakeholder groups on a carefully crafted chapter on the case. I will get into this in detail, and read it in documents I'm sure, but I don't want to very believe we entered the case with the deal. But that deal was not a foregone conclusion.

Our collective negotiations really continued all the way up to the finish line in the early hours of this morning without any real certainty that we would reach the conclusion that we have today. But we all push through and I have to say that even when things got a little bit testy during the last few late nights, the professionals involved stayed the course, stayed professional and we have landed what we think will be a truly value maximizing transaction. That said, Your Honor, the deal we've reached, it's a bit of a tragedy and it kind of requires all these pieces to work together to thread the needle, talk a little bit about it, but this is the case that, we hope to be as smooth as possible because candidly we did most of the work pre positioned and is embedded into the RSA. There are some unique features of the deal. For example, you'll hear about when we get to the DISP, there's a paragraph, paragraph 48 that we call the snapback provision where the deal falls apart when things come back to the state of nature.

I frankly, it's been ten years since I've been best provision when I had to find peace between our private agent and Joe Smolinski filed back with who was around and we brought it back, because we need to have that sort of provision. But how do I make this sort of portrait for you that CRO as a result in a thoughtful way of costing. Cannot be overstated just how important this deal is to the company because it avoids costly and protracted litigation in favor of a consensual maximizing path forward. And the result of that is of course, we're sure. Before we go too far into it, let's talk a little bit about the company.

What is Golder Fleet? And if it's possible, could you just move can you guys move the next slide? So Golder Fleet is vertically integrated produces ultra low carbon fuel from agriculture to the steel side. The company has three segments really upstream, midstream and downstream, which you know you're on a spend a lot of time doing oil and gas fields, all going to sound similar to you, although this has some different flavor here. The upstream business is a combination of plant breeding and seed production along with I mean, that's just work of agronomy.

Taxonomy is a word I can pardon the concept of this deal and it's very important because what it refers to is science of farming, the study of soil, plants and animals in a way to produce production and proven production of farm. As that term is applied to its business, Agonyx, it's the first upstream part of it. It's kind of like what your honor is what we used to hear in the context of the traditional oil and gas team, gas company, excuse me. But instead of referring to the extraction of a hydrocarbon, we're first to development in agriculture and base oil heat, right? So it's not that you're used to seeing oil and gas going to the make fuels, which is a to fix the crop.

Through the Austrian business, Globacin has developed a portfolio of proprietary variety of crop known as Camelina, Teva or just Camelina. And they currently have 20 varieties of IT protection and biological cup, hip inflection, as well as the patent for enhanced networks. What the company has done over the years is it's gone and introduced Camelina to farmers in their locations around the world so they can grow in solid fuels and they're not growing food because whenever you're using a crop for fuel, you get into this debate about should we be using that crop for food or should we be using it for fuel and Camelina designed to bridge the gap into that. The company currently contracts with more than 500 farmers all over the world representing more than 120,000 acres to grow Camelina as feedstock. The company also has an extensive experience processing chamalina grain and producing sustainable biofuels.

So while global clean certainly is the industry, it's important to understand that the dream of Camelina as a feedstock is still developed, right? The company believes that if you look worldwide, there's probably really 150,000,000 acres that could be one day available for something like Panalina, but we're not quite there yet. That's upstream Dutch. In the midstream, company has some key contractual relationships with logistics companies. You've got to get the speed to the facility, which I'll get to in a second and that's a reference in declaration and this is the route right now.

And then we get to downstream. Downstream Judge is the refinery, it is in Bakersfield, California. That's where Mr. Dimico is right now. It is the centerpiece of the entire operation and frankly a large part of why we're here today because while that facility is running today and is producing approximately 8,500 barrels of biofuel today, it's taken a long time to get there and it's been $700,000,000 for the restudged.

The other punchline with respect to Bakersfield and there's a lot of complexity to it is that right out of the free stock that goes into Bakersfield really only about 10% chandelina, about 90 of it is soy which is purchased from other places. So this first integration is something the company is still growing into. It's a dream that one day to capitalize on and maximize value for everyone. What you have here on this slide are just a few fun facts about Camelina. I've heard it's not good to eat, so it tastes terrible, I'm going to try it.

I was just like, I didn't try it, but I didn't try it. I heard it's terrible. It's very hardy and you can grow in some really difficult places and it doesn't take a huge amount of water. It does not create a carbon synergy from direct or indirect land use. So in a world where we're experiencing global warming, in a world where there is a move to decrease the carbon footprint, a crop like Catalina, a refinery like what we have in Bakersfield that's owned by the company to be very helpful to achieve those environmental goals.

Let's talk a little bit on Slide five about the history of the company. The company has been around since 02/2007 after relocating from Salt Lake City to Los Angeles, to wide awake really what was a wrap of the growing biofuels industry. At the time, the company's predecessor was a startup focused on the cultivation of a different seed oil from a different plant that would be used for the production of biodiesel. The company eventually expanded its business internationally and explored its 10 species in the lean. Really the three teen years we've been developing only the world's largest portfolio of proprietary variety of chamalina and partly the company kind of see this slide is how I assume that.

The top line slide deck, I'll get into this a little bit more, but I want to highlight it. We start to see what some of the trouble has started for the business long before Merkirkland and A and M were involved, but it's worth highlighting. So the first is this red circle at the bottom of timeline. The company had entered into an agreement with Exxon. And when they had entered into an agreement with Exxon, it was for an offtake pursuant to which Exxon had agreed with purchasing of about 135,000,000 gallons of renewable diesel from the company for 5.5 years.

Great. Makes sense. The issue is that the plan which was supposed to be initially So first, you know that we have to schedule

All right. Sorry about that. I'm going to have to implement the hand raising figure. So why don't you, Mr. Sharp, just go ahead and hit the pound five star one time.

Conference muted.

Mr. Sharp, did you hit five star one time?

I promise

Alright. There you go.

So sorry about that, Judge. I don't know why the phone dropped. Again, Exxon, we had this off take agreement and the company had to terminate it because the facility wasn't up there running as anticipated when Exxon entered into the agreement with the company. Also in 2023, we'll see that 2023, '20 '20 '4, the company replaced Exxon with B2B.

I think we're losing you. For some reason, we're not picking up every word now.

If you hold on just one second, I'll just change phones. Give me one second.

Right. It's five star one time.

Can you hear me?

I can hear you fine.

Got you. Okay. Thank you so much. Sorry about that. I hope that I don't end up in a phone booth on Lexington Avenue at this rate.

Okay. So the company entered into an arrangement of DITOL, very important party. And then if you look at the very top right of this timeline, Judge, December twenty twenty four, the key there is that the facility started to come online. So we go through this whole history, it acquires Camelina, the scoop of Exxon, replaces Exxon with Vitol and in 2024 the Baker Seal facility comes online. I'm going to show in some of the gaps, but just we have those key dates as we go through how we got here.

Let's talk for a moment about on the next slide the company's organizational structure. It's not overly complicated even though it is a worldwide operation. There are a total of 19 entities that sit below the lead better Global Clean Energy Holdings, which is the holding company and also trades publicly right now over the counter. The non debtor affiliates are the company's four subsidiaries that are based outside The U. S, Argentina, Brazil, Canada and Spain.

We've kept them out of the case because they didn't have things that they needed to restructure. We are we do anticipate making sure that they can continue to operate during the case unintended. I want to talk a little bit about the capital structure. So on this box in the middle there, you've got the layer cake that makes up capital structure. As you can see, it's just over $2,000,000,000 and known claims against it, the vast majority of which breaks into three components.

At the top is the revolving credit facility. That is Vitol and the lenders that are in there. That group is represented by Sibley and RTA Advisors. The amount reflected in the table, it's a little small to see, it's about $40,000,000 that is owed. That doesn't include potential set offs that would be associated with amounts of the company owns back to the detail under the off stake agreement.

So this is just a pure debt number. The CIDD team will tell you that it's actually much less when you account

for the set offs, but as we come into the case that's what's owed under the revolving credit facility.

In addition Yes, sure.

Did I read also did I read correctly that B2L also has a part of Term Loan D?

Correct, yes. They do have part of Term Loan D, correct. Yes, Your Honor. The you read closely. The consenting term loan lender, so the next layer down, they're over about $1,000,000,000 Again, this is sort of exclusive of premiums and fees, just trying to get as close as we can to a principal number.

They're led by the agents, which is an entity known as Orion Infrastructure Capital or OIC agent and also a lender. There are other lenders in that group namely Voya and Grossmanner Capital. There are a few others. The consenting term loan lenders are represented by our friends at Latham and Perella, that was Nossos who spoke up and the Parela Weinberg firm led by Doug McGovern. As I will get to in a moment, the term loan lenders have funded literally hundreds of million dollars into the debtors beyond of what they originally expected when they first made the investment.

I'm going to have a slide just to walk you through that very quickly. And like probably all distressed borrower lender relationships, it hasn't always been perfect or peaceful, but on a net basis it's always been constructive. And to put it warmly without the lender support, we probably wouldn't be standing here today because they've really kept the lights on by keeping this company funding. I'll come back to that in just a second.

If you guys can keep it

on the prior slide. Prior slide. I want to talk a little bit about CTCI. So CTCI is the company's engineering procurement and construction or EPC counterparties. They are responsible for the work that was needed to be done to convert the Bakersfield facility from a conventional operation to a biofuel operation.

Now CTCI is based in Taipei, Taiwan and I think they are probably still trying to figure out how they ended up enmeshed in the bankruptcy process in the Southern District Of Texas. But CTCI has also been a really important supporter of the business even if it has been acrimonious at times. We did have the opportunity, I did personally to meet many of the principals from CTCI in Tokyo, Japan at the beginning of this year when we really kicked off our discussions in earnest. I don't know if they're listening, but I haven't talked to them since then, but I would like to say thank you to them for helping us get to where we are today and getting this over the line that required everyone working around the clock. Our friends from CTCI are represented by Davis Wright Tremaine led by Reagan Powers out of Portland and the BDO team.

It's important to know Judge just the leader on this slide for a second which collectively represents like 98% of the known claims against the company. This is the lion's share of the claims against the debtors. It's important to note that things are a lot more complicated than this little orangish table on the slide might have you believe because there are in fact a huge number of complicated disputes lurking beneath the surface. They're so sensitive, I'm a bit low of the weight into them. So I don't want to go too far into it because I don't want to disrupt the apple cart, but I do want to touch on it briefly just so you know what the pressure points are because I think it will help make some of the other details you picked up on the doc in the documents make a lot more sense.

So first and foremost, Judge, I would say the biggest issue is one of priority, right? CTCI as a contractor, right, engineering procurement contract ETC party has asserted a not more than $900,000,000 mechanics lien on the Bakersfield facility, right? And that lead is raising a whole host of issues because we have to have a fight potentially about where does that lead sit relative to lenders. Lenders will tell you we're senior, CTCI will tell you, well, I don't really care because I think there are lots of other things you haven't paid attention to including timing etcetera, etcetera, etcetera. So we don't think you're senior.

Suffice to say the priority dispute sits at the heart of the structure including the deal that we cut. I'm not going to say anything more about it because I'm going to make people angry. The second dispute is one of amount, right? What is the amount of the lender's claims? Should it include fees?

Should it include premiums? All the things that we filed about in the bankruptcy case under Section five zero two of the bankruptcy code. Similar issue with respect to CTCI, but it has a different flavor, right? The debtors have maintained and would maintain if it was litigated that CTCI's claim amount should be a lot lower. CTCI would say actually should be a lot higher.

Suffice to say it's an extremely complicated issue and that would have been subject to the arbitration that launched pre petition. Third, Your Honor, are all of the various ancillary disputes that really would have emanate for those first two, right? Difficult questions about adequate protection, can we impose a nonconsensual priming dip on someone who is asserting a lead whether it's junior or not, the value of the company, who gets what. I mean, I'm not going to lie to you, Judge, there is a small part of me that really wanted to hash out all of these issues in court. It would have been a lot of fun and intellectually industry interesting.

I also think, Judge, it probably would have killed the company, because no one was going to sit around and fund that massive litigation where everyone fought over it. And so we'll have to save those types of fights for a different time, a different place in a different case because as we sit here right now, Dear Honor, we have settled embedded in the RSA and in the deep financing, we've settled these issues as that careful detente that I started at the beginning. Let's go now to the next slide. Let's talk a little bit about really how we ended up here. You've got what the company does, you've got the history sort of broadly written over the last call it almost twenty years, you've got a view of the capital structure, you know what the amounts are, you know where things fit, you know some of the fault lines, How did we get here?

So I'm zooming into really the last year or so. The company's liquidity issues primarily stem for delays in the conversion of the Bakersfield facility from convention to agricultural feedstock. That's the work that CCCI did. When the company acquired the facility in 2020, they immediately focused on retooling and converting it to from existing crude oil to bio refiling. To get that underway, they hired actually a different group, COVID hit, they terminated that agreement, they signed a new agreement with CTCI.

The initial date to complete the facility under the EPC agreement was 2022, long before I was on the scene. And again based on the assumption that that would be active in 2022, the company entered into Exxon's agreement and they had to terminate it. Really what happened in some and substance is that the liquidity hits of the business during 2023, '20 '20 '4 just became more extensive. And in the fall of twenty twenty four, the company realized that it needs to have a more holistic view about what their options were and so Kirkland and A and M came in to see. Now at the time as we're sorting things out, we also appointed a new independent director to the Board Mr.

Todd Arden and we formed a special committee with an existing independent director and Ms. Susan Anhalt formed formed a special committee to review and approve complex matters, obviously the restructuring just because we knew we would have to be pretty nimble from a board perspective. Also at the time, this is the fall of twenty twenty four, the company was in a pivotal moment because it had terminated the EPC contract for cost, an action that CTCI vigorously disputed and would still dispute if there was a lot of issues today. And CTCI had just filed its mechanics liens for more than $900,000,000 of secured claims and actually had kicked off an arbitration process to go resolve that. That was a process that probably would have taken years and would have cost millions of dollars to resolve.

So we came in just as that stuff was starting to unfold and there was another development because at the same time the term lenders were at the end of their proverbial road. So term lenders were making clear to the company that any additional financing needed to be tied to productive discussions with DTCI. The term lenders were saying, look, we're not willing to fund the company outside of a bankruptcy process absent some production, especially with CTCI that were reasonably likely to result in a complete resolution. They needed to have an end to it. They could see that it was heading towards litigation.

They didn't want to fund it. We need to find a way out. So as we headed to the end of twenty twenty four, we realized that we're going to have to move as fast as possible. So just before the holiday season hits and with the special with the assistance of the Special Committee of Management, the company put out what I'll call a straw man proposal for how we thought the company could be resolved. I think we did the right thing at the time, Judge, because everyone hated that proposal and was angry about it.

And so they went to the holidays kind of mad at us. As we came out of the holidays, we knew we had to hit the ground running because financing was tight, liquidity was tight. And so in mid January, a key subset of advisors from the company, the term loan lender, CTCI and their respective principals, we met in Tokyo, Japan. Why Tokyo? Just seemed like a nice fairground.

We didn't want to go to Taipei, we didn't want to go to China, ended up in Tokyo. And we all sat down, we had a real conversation about the company's circumstances. That meeting was the seed that sprouted into the deal. And it almost died a couple of times as we went through the process, but it played out literally every day from mid January when we were in Tokyo to about 04:50 this morning prevailing Eastern Time when we signed the RSA. So that's what it took to get this done.

People have worked around the clock to wind it up. One last thing and I'll come back to our same second, but I want to highlight this. The bottom blue box, Judge, in the right hand corner, Lazard has been around for a while, long before Kirkland and Alvarez were there doing a marketing process. I'm not going to read all of the words on the page and it's covered in detail in the declaration. The punchline judge is that this thing has been marketed every which way till Sunday and we don't have an active alternative.

Now the RSA does have what I'm sure you would expect is the right thing here. We've had a customary fiduciary out along with some fiduciary flex provisions that allow some discussions to continue even within the backdrop and confines of the RSA. So if someone shows up that's there, but we as the company and the special committee are confident that this is the value maximizing deal. Lazard is a very well respected investment bank and they have tried their they have this to go try and find something and it hasn't matured. So this is where we're at.

This is not just lenders and everyone coming together and slapping their hands together. There has been a very expensive marketing process that sits behind this whole thing. Let's go to the next slide. I just want to highlight for you, Judge, I talked a little bit about the lenders financing the company. You can see here every step of the way, the term loan lenders in addition to all the work that CPCI has done have really stepped up and upsized the facility significantly.

This is kind of extraordinary, but there are no less than 22 amendments to the original credit agreement to get to this point, which that in and of itself speaks volumes about the lender support for this business to get here and it also speaks to the point that we need to have a resolution because it couldn't go on forever and this thing couldn't evolve into litigation either in throughout the bankruptcy, it just was not going to work. Let's go quickly to Slide 11. Okay. So how do you put several hundred pages maybe a thousand pages of document on one piece of paper? Here you go, Judge.

And I'm sorry, it's a little busy. I'm going to highlight just a few things for you. I'm not going to read everything on this, but I'm going to highlight a few things. The capital structure is a bit

of a layer cake.

And the reason it's a bit of a layer cake, this is what's in the deal, right? This is the pro form a structure. I have another slide I'll show you before and after. It's a layer cake, but it's in a layer cake because to resolve all these various outstanding disputes, though we like the royalty, the Vosotros and the deal all of us involved as a thread of needle on a myriad of collective difficult issues. Not the least of which is that CTCI is an engineering firm based out of Taiwan They don't have necessarily the flexibility that maybe a lender may have or a distressed hedge fund may have.

They have limitations on what they can do in a bankruptcy. They have limitations on what kind of consideration they can get back. So kind of even if people had a desire to kind of deal, we had to be receptive to some things that maybe we weren't used to dealing with in the restructuring. That's really what's reflective of this deal. I'm not going to spend too much on this slide other than to say that the parties of the RSA hold about 98% of all known claims against the debtors.

That's the one across the top. And so we've been able to really bring the stakeholders together to find a place here. Let's go to the next slide because I actually think it's more helpful. Here is the later take. I can't say I've ever seen so much of a pro form a capital structure like this in my entire career.

The reason we have this, there's a lot of reasons we have this structure is that the stakeholders have limitations on what they're they can take, they have limitations on what they're willing to give. If I was in court, I would be pointing to the box, but if you kind of look at the box that is the one, two, three, four, fifth from the bottom, subordinated senior secured facility, you can start to see there, Judge, some of the gives and takes, right, on the disputes. We're stipulating to a claim for CTCI. We're stipulating to a claim to the senior secured term lenders and they're sharing in the priority at a certain level. That theory kind of hangs through.

So what we've done is we've taken claims, we've taken values, everyone's beat each other up about what they think their arguments are. The search slice the value in a way that we see makes sense. You may be wondering how the company is going to come out with this much debt. A lot of this when we get the confirmation, we will explain to you in detail how the projections work, But a lot of this debt it ticks, right? And the way it's designed is to get the company to a spot so that as it continues to consistently produce biofuels at hopefully 8,500 barrels

8,500 barrels a

day excuse me, it will grow into this capital structure and the stakeholders even at the junior level will have the opportunity to get significant value because this is worth way more as a going concern than if it's not operating and certainly more than if it turned into an expensive scrap heap. So there's more into this. We'll talk more about it at confirmation. The last thing I'll say is there is one piece of the deal that we have to nail down, which is that we still have to line up exit financing. There's a small slug of cash needed for exit financing at the end of this process.

And so as we move past the deal and we move past locking everything in, move past doing all the things we've been doing, there's going to be a singular focus on finding that. So that will be for you on our confirmation, we're certain as we can that we've lined that up and we know that we have the cash on a go forward basis to get to exit financing. Last slide and I swear I'll be done and I appreciate your patience and I apologize for the tech issue I'm sorry, two more slides. We just put things side by side what does the settlement look like versus litigation, right, because there are so many things that could be fought over. We probably wouldn't have access to this financing.

One thing I should have mentioned earlier, but I need to mention now and it's worth mentioning is that CTCI also is it's not a DIP lender, it's a contract support party in the DIP. So it's going to provide consideration that's going to have dip provider, but it's not a lender, but it's still part of the dip through a contractual arrangement company. That's $75,000,000 of new capital coming from CTCI with another $25,000,000 coming from Orion. Their support from DITOL, they're just here in a second, DITOL is party to an offtake agreement, that's a forward contract. If we didn't have an agreement with DITOL, they're probably going to terminate it in the bankruptcy.

All of this stuff like I said carefully hangs together and we've avoided all the litigation on the right. I won't go through it in detail. There's probably other stuff that you could think of Judge that we would be fighting over and that would be frankly a mess to deal with. Okay, so how do we get from here to the end of the case? So looking at the timeline, every presentation starts and ends with the timeline.

This is our third. I apologize for that. How do we get here? Judge, it's a fast case, but not too fast case. It's a prearranged case.

We are going to make provision for non secured creditors committees and we anticipate having that discussion with them. There is a critical vendor basket, so we're going to have a discussion with some of the stakeholders who are not in the deal. They're not huge dollar amounts relative to the $2,000,000,000 of claims that have signed the RSA, but we have made provision for them in the timeline to have a conversation with the committee. When and if they're appointed. We assume that there will be one.

I guess there's a chance that they might not be. The punchline here, Judge, is that we want to be at a disclosure statement hearing round about the May. We have May 22 or May 23, if I can see it correctly, and then a confirmation hearing entered around call it the July. If we've done it all correctly, the deal is hung together, We have hopefully worked with credit to resolve whatever issues they have. We found exit financing and if we do our job correctly, this will be a very boring case for you and we'll be at a uncontested confirmation hearing, which is our dream hope because I'm tired of fighting with all of my friends on the phone and now we have an RSA, we can all focus on the solution and move forward with a stronger, more successful, reorganized global clean.

So with that, Your Honor, thank you for your patience. Sorry again about the technology issues. If you have any questions, I'm happy to answer them. And if not, I am going to cede the podium. Is there anyone else who would like to be heard at the intro, then we'll move to the first item on the agenda, which we propose is the dip.

All right. So if anyone wish to make any comments by way of what I would call an opening statement, and I think and if you want to speak just hit five star one time. And I don't see anyone saying anything. I don't see anyone saying five star. So why don't we go ahead and

then Your Honor, Steve doesn't ask

you if I could. I'm sorry,

I thought I hit five star maybe I didn't earlier.

No, you did. You did.

Okay. Sorry about that. Sometimes I fumble around with the technology here. Again, Your Honor, Steve Dudnoff, you have seen the boons represent CTCI and CTCI Americas along with the Davis Wright Tremaine folks, Raymond Powers and Hugh McCullough who are also appearing here. I don't want to say a whole lot here, Your Honor.

I think Mr. Sharp's did a very nice job of making an evenhanded presentation

for the constituents here.

I would just say and inform my clients' benefit, CTCI is a large construction company based in in Taiwan. It does have United States subsidiary CTCI Americas that is based in Houston. There has been some press coverage leading under the bankruptcy filing about some of the disputes between CTCI and the debtors and some of the lenders here. Needless to say there are two sides to every story. Our side has really not been covered publicly and we are not going to get into it in a lot of detail here.

I would say however of the $900 plus million that my client feels like it's owed, $700,000,000 of that is actual cash that it paid out to subcontractors on this project. And we would obviously also our claim is secured by an M and M lien on the facility in Bakersfield and obviously we would assert that we're not that lien and those claims are not subordinated to the extent that some of the other parties believe. The good news is, as Mr. Sharp said, parties reached an agreement early this morning finalizing it, which is reflected in the papers that are here. We are here to support that settlement and to support that RSA.

We do believe that it's in the best interest of all the constituents here including our client and it provides the best path forward for maximizing the value of the sustained and its assets and we're hopeful as Mr. Sharp said that this case will not be controversial and that we'll get through to the finish line here in short order with everybody in a much better position than we are right now.

Thank you. All right. Does anyone else wish to be heard? If your line is muted, just hit five star one time.

Okay. I'm actually going to cede the podium to my partner, Ross Fielder, who will present the debt. Thank you, Your Honor. Good to see you. And again, sorry for the technological issues.

No problem. Your Honor, can you hear me all right?

I can hear you just fine, sir.

Great. For the record, Ross Steedler, Kirkland and Ellis on behalf of the debtors. I must apologize on Sharp's behalf. Mr. Sharp, I convinced him to use this room for today's hearing, so I take all the blame.

As Mr. Sharp mentioned, I will take the court through the dip financing motion. I'll quickly address a sealing motion that we filed that's related to the DIP and then I'll turn over the podium to my colleagues to address the balance of the agenda. I did want to reiterate Mr. Schartz's comments at the beginning of the hearing, which is we want to thank the Office of the United States Trustee for working with us through all of this paper for the last week and a half.

They've been tremendously constructive. I think you'll see that in all of the orders that we present to you as I believe we are going forward on a fully consensual basis. So now turning to the DIP your Honor, the motion was filed at Docket Number 16. The release is supported by two first day declarations from Mr. Verlun and Mr.

Walsh as well as two other DIP specific declarations. The first is a separate and second declaration from Mr. Walsh filed at Docket Number 18. The second is from Mr. Christian Temke, Managing Director at Lazard that was filed at Docket Number 17.

Both are on the video conference today. They're available to testify if necessary, but unless Your Honor has any questions we'd ask that the court submit those declarations into evidence.

All right. So we've already admitted Mr. Berloud's declaration for purposes of this hearing. Let me first take Mr. Walsh's two declarations.

The first declaration is found at docket 30 nine-two and the second declaration is found at docket 30 nine-four. Does anyone have an objection to the admission of Mr. Walsh's two declarations? Alright. Hearing none, I will admit for purposes of this hearing Mr.

Walsh's declaration at thirty nine-two and thirty nine-four. And then to the extent anyone wishes to cross examine Mr. Walsh, we can do it at an appropriate time. Second, does anyone have an objection to the declaration of Mr. Christian Tempe found at docket 30 nine-three?

All right. Hearing no objection, we will admit Mr. Tempe's declaration found in Doctor. Thirty nine-three for purposes of the hearing today. And again, to the extent anyone wishes to cross examine Mr.

Tempe, he can do that in connection with a particular motion. So go ahead Mr. Fielder.

Thank you, Your Honor. So as you heard from Mr. Scharff, the various FIT financings were highly negotiated and they really are the glue that is holding the RSA together. I might repeat some of what Mr. Schartz has said, but I do think it's important to make those points.

But in terms of the structure, Your Honor, we have two regular way facilities and one new contract services agreement which are separately being provided by each of the three groups that are signatories to the RSA. The first is a $100,000,000 revolving credit facility being provided by Bifal, the debtors pre petitioned RCF lender that consists of a $75,000,000 revolver which the company will have access to during the pendency of the case subject to a weekly borrowing base that's calculated on a weekly basis. Okay. Whatever is borrowed yes, yes?

When Did I understand it correctly? Basically, this is just a traditional revolver where everything that comes in gets paid down and then it's relented again. So that's why they call it the creeping

roll up? That's right, Your Honor. So whatever is borrowed during the interim period will dollar for dollar roll up whatever is outstanding on the pre petition facility and then at the final order stage whatever is outstanding will just be rolled up into the DIPRCF obligations. There is one unique feature to this which I'll delve into at the end which is how inextricably linked the RCF is to the supply and offtake agreement that Mr. Sharp was referring to earlier.

But the second piece of the facility your Honor is approximately $27,500,000 roll up of Vitol's pre petitioned tranche B term loan obligations which we're seeking to roll into the DIPRCS facility upon entry at the interim order. And as I think you saw in Mr. Tempe's declaration, this roll up was a key feature of the negotiations with Vitol. I think he'll tell you we tried to avoid the inclusion of the roll up, let alone on the interim basis, but Vitol is providing a number of very critical benefits to the company that I think I'd just like to point out. One is obviously the continued access to the revolving credit facility, but the other is continuing the supply and offtake agreement which as Mr.

Sharp mentioned is a forward contract and could be terminated by Vitol at any time. They're also pursuant to the RSA committing to provide exit financing to fund the go forward business and they are providing additional liquidity relief with respect to the revolver by opening up additional flexibility in the borrowing base, which will be critical both during the case and on a go forward basis. So when you take into account all these benefits, the fact that all the pre petition secured parties are consenting to be primed by the roll up and what your Honor has approved in prior cases, I think it's eminently reasonable and certainly in the best interest of the company that we have the roll up approved on an interim basis. The second facility Your Honor is the DIP term loan facility being provided by Orion and the other pre petitioned term loan lenders. Like the revolver, this will have liens on substantially all of the company's assets though it will sit behind the revolver in both lien and claim priority.

It's a $75,000,000 facility, dollars 25,000,000 of new money, approximately $15,000,000 of which will be available upon entry of the interim order and then a $50,000,000 roll up of the pre petitioned term loan obligations, but that is subject to the final order and is not up for today. So we'll address that roll up piece at the second day hearing, but I just wanted to preview for your Honor, When you look at the financing that the term loan lenders have provided just in the four months leading up to the cases, it's about over $70,000,000 and that financing is absolutely critical to keep the company operating as a going concern, but also to bridge us to the consensual deal we have that's embodied by the RSA. So that's the first two facilities. The last is the new CTCI agreement. As part of the negotiated settlement with CTCI, the company will enter into a new construction services contract where CTCI is committed to provide $75,000,000 of consideration in the form of payments and reimbursements for certain goods and services and $25,000,000 of that will be available upon entry of the interim order and then the balance will be spread out throughout the budget.

And I think one point to highlight here is as amounts are paid or reimbursed by CTCI, they will be given the protections of the dip order through super priority claims and liens that will sit parry with the dip term loan obligations, but again junior to the revolver. So those are the three facilities, Your Honor. I think it's unquestionable that company needs cash. As you saw in Mr. Walsh's declaration, we have little to no money as of the petition date and we need access to cash collateral and the facilities to continue operating.

Just briefly, Your Honor, we've been in the market for financing in one form or the other for about eight months now. Lazard in July of twenty twenty four ran a process to raise money for the upstream business that didn't result in anything actionable and in the last few months they narrowed that process to post petition financing reaching out to over 80 parties with no one willing to provide financing on a junior or unsecured basis. And part of that really your honor is substantially all of the company's assets are lead up and there's no material unencumbered value against which we could have raised financing. So that's the marketing process. I'll turn real quick to the economic terms of the three facilities at high level.

I think they're quite better friendly. The RCF bears interest at an all in rate of 12%. That's the same rate as the pre petition revolver. The BIP term loan has an all in rate of 8% per annum with no fees associated with it. And then the CTCI contract has a typical standard contract margin fee that will not be paid in cash, but will be along with the DIP term loan interest be capitalized on the principal amount and convert into the exit facilities upon exit.

So those are the facilities in the

terms you're on. Turning quickly to the order, there's a standard adequate protection package here. Each of the parties will get replacement liens, super priority claims and payment of professional fees during the case. The one difference is the pre petitioned RCF will get current cash pay interest, but that's only for the amounts that haven't been rolled up. So we expect it to be pretty de minimis up until the final order.

The five zero six, five 50 two and marshaling waivers are all subject to final order as well. And then we have a standard challenge period in paragraph 38 of the DIP order that gives the committee sixty days from its appointment and third party seventy five days from entry of the order to put forth the challenge. There is one point I want to highlight that Mr. Sharp certainly previewed which are the stipulations in paragraph G and what all of the advisors on the phone have referred to as the snapback provision in paragraph 48. This is I think one of the most important provisions in the dip order and is keeping the deal together, right.

So as Mr. Sharp mentioned, as is in Mr. Verloon's first day declaration, these cases would have been consumed by the litigation associated with the relative priority and claim amount of CTCI vis a vis the other secured lenders. And so the stipulations reflect that global resolution on that. However, to the extent the cases do go or IRSA is terminated for whatever reason, paragraph 48 provides that the CPCI stipulations and release would fall away, while the stipulations with respect to the RCS lenders and the term loan lenders would remain binding on the debt.

That said, the framework we put in the DIP order is that everyone's rights would be reserved as if the cases were filed with that deal. And so CTCI will still reserve its right to assert that it's senior to the other lenders and vice versa. Before I finish here your Honor, the last point of the DIP motion is kind of another motion date within the DIP motion and its authority to continue the supply and offtake agreement in the ordinary course of business and to assume that agreement with subject entry of the final order so the committee once appointed can take a look at that. As Mr. Sharp explained, these agreements are really the arms and legs of the business And we've tried to lay that out in a demonstrative and show you how it is intertwined with the RCF that's at Exhibit one of the DIPN Ocean.

And really what the SOA does is the debtors purchase feedstock such as soybean oil from Vitol, which is then transferred to the facility, it's refined and produced renewable diesel, which Vitol then purchases and then sells to the end market. And the RCF is what is providing the working capital to pay for that feedstock. But the main reason why the SOA is so critical is that without it the company would be forced to source feedstock from third parties on the open market. And given the company's creditworthiness and its position, it likely would have to post significant amount of collateral to make those purchases. And so the SOA allows us to leverage Vitol's balance sheet, their ability to purchase in bulk and really get leverage over suppliers in terms of price.

And so there's not only liquidity from the RCF, there's a substantial amount of liquidity being provided by the SOA. So given the importance of that, the RCF lenders have conditioned their willingness to provide the revolver on the debtors commitment to continue the SOA as amended and ultimately assume it at the final order stage. And so that's really what this is all about. The obligations under the SOA pre petition have similar security as the RCF. And so what we're looking to do is extend the super priority claims and liens to the obligations under the post petition amended SOA.

So I think that's it your honor for me. If you have any questions on my remarks or the order I'm happy to answer them. But otherwise we would ask the court to approve the interim tip order as submitted on the docket.

Right. Does anyone else wish to be heard? Yes, Your Honor. Jackson Garvey from Sidley Austin again for Beethoven, if I may be heard. Absolutely.

Go ahead, Mr. Pardon. And I'm not out of town here, but I do have a pro hawk on the line. Since I won't go along and I thought Mr. Sharp and Mr.

Peters did a nice job of explaining how our facilities work and there are a number of them. But just a couple of quick points of clarification mostly around some numbers. And I'm going to use numbers as of yesterday since the filing split into the early hours of this morning and we don't have those updated figures yet. But the $39,100,000 figure that was in the presentation Mr. Sharp had up on the screen in the simplified capital structure.

That's the balance as of the petition date just on the pre petition revolving facility rather than across the full suite of these halls facilities with the debtors. So that $39,100,000 is exclusive of the term loan fees that these all hold in tranche B and the SOA amounts. Then we got the $25,000,000 of principal tranche B, also improving capitalized interest and then there's the SOA. And under the SOA, there's a constant churn of what B2L and the company own one another On a net basis, under the various puts and takes, as of yesterday, B2L is owed approximately $9,400,000 So you put those three pieces together and B2L across those facilities have approximately a $76,500,000 claim against the company, all of which is secured to one set extension or another, the tranche d is carried with the other tranche d. Everything else is under the wings at the top of the cap stack with the previous additionals yet.

One other quick point of clarification, because I think there may have been a little bit of confusion on that point. Through the B2L dip, the overall RCF availability is getting upsized from $75,000,000 to $100,000,000 That's primarily to accommodate the roll up of the Trans Fee, but paired with that there's borrowing base really under the Ziff facility. So the borrowing base has a supplemental $35,000,000 which creates $7 ish million of incremental liquidity across the two revolving facilities for the debtors. Again, that's all incremental to the big amount of liquidity that B2L provides through the SOA and that's been demonstrative that was attached to the debt management, covered a couple

of pieces of that.

So as you heard, it was a significant lift to get us here in front of you today with three dips, a four party RSA across a large number of time zones and with the overhang of litigation that run right to the heart of the deal that's embodied in that RSA. I think Mr. Sharp used the word fragile to describe the deal in his presentation, which I thought was a good way to put it. And while there are still a few points that need to be resolved between today and the confirmation of a plan, Bithold's seen strong support of approval of the DIP and of the RSA and believe this is an important first step towards getting the company the restructuring testability. I'd like to thank your honor and your staff for accommodating us as we work through the final points and move the dates on you a few times and appreciate you getting us on a short notice basis.

All right. Thank you. Anyone else? All right. So I did have an opportunity to review the motion, the proposed form of orders and I think that the declaration were in this case particularly helpful.

So thank you, Mr. Walsh, Mr. Tempe and Mr. Verlum. I found them to be very helpful once I started reading the documents that have gone through the background and the declaration.

So I find that I do have jurisdiction and based on the evidence presented the fact that the company was entering the bankruptcy with $2,000,000 of cash in the bank and the fact that it is a very complicated not only complicated capital structure, but as a result of the various components, this is something that fragile is a good word that Mr. Sharp used, the whole capital structure. I find that the debtors exercised its business judgment in entering into this facility. The terms I think are reasonable under the circumstances. The ability to create the liquidity for the company to go forward to be able to get to a planned confirmation, I think is very important.

And I do think that based on the complexity of the capital structure and the complexity of the way the debtor does business in essence having DITOL finance the debtor's business on a go forward basis that the DIP is appropriate. So I will go ahead and approve the DIP. So let me Oh, we have to talk about a final hearing, May 14, '1 o'clock.

I think that should work, Your Honor. If it's all right with you, while we go through the balance of the agenda, would it be possible if we confirm that with the other parties

and just get back to you? Absolutely. I know that in connection with the motion that was filed to assume the executor contract, that was tentatively scheduled for the twenty third, which is the following week. But the fourteenth is about a month out, four weeks out from today. So I will okay, why don't you just let me know, so I'll hold off on entering the DIP order because I have to put that date in there.

I think it will probably work. Let us just come back here and confirm. Certainly works for

me. Okay.

All right, Yaron, the next item I'll handle and then I'll cede the podium to my colleague, Mr. Candel, the sealing motion with respect to the SOA that takes file. I think

with respect to the sealing motion, the way that the local rules work is, it's automatically sealed and unless there's an objection, I'll enter it on the twenty first day or on the twenty second day. If there is no objection, if there is an objection then we'll have a hearing, but I can't imagine that. I've not had any objection in the eight months that I've been the judge to any sealing motion. So that under the local rules, it's automatically sealed and then it'll just be handled in the ordinary course.

Even better. Okay. That concludes my presentation and I'll cede the podium to my colleague Mr. Candel.

All right. I think you're unmuted. Good afternoon, Your Honor. Can you hear me okay? I can hear you fine.

Great.

For the record, Your Honor, Peter Kandel with Kirklandella's proposed counsel for the debtors. Next on the agenda is item number three, which is the debtors' wages motion, which was filed at docket number seven. Your Honor, pursuant to this motion, I'd like to begin to seek an authority on a final basis to pay pre petition wages, salaries and related compensation as well as reimbursable expenses and to continue their employee benefits programs in the ordinary course. Your Honor, as you know probably better than anyone else, the employees are the true foundation of the company. The debtors here employ approximately 125 individuals and also retain an additional 35 independent contractors who collectively conduct critical job functions across the entirety of the debtors vertically integrated business.

Your Honor, it's important to remove any uncertainty as it relates to debtors authority to continue their benefits programs in the ordinary course in these Chapter 11 cases, particularly as many of the employees depend on those for their daily living expenses and also to support their family. Your Honor, I'd note that the motion and order were shared with the United States Trustee and the proposed order before you reflects comments in the United States Trustee and has confirmed that it resolves their comments to the order. Unless you're under any questions, we would respectfully move for entry of the order.

All right. Does anyone else wish to be heard with respect to the employee wage motion? Okay. Hearing none. I didn't have a chance to review this motion and obviously keeping the employees permanently paying is important for this case and basically for all cases.

So on that basis, I'm going to go ahead and approve the employee wage motion.

Great. Thank you, Your Honor.

All right. Next is Let me assign it to talk to you. Of

course, apologies.

All right. What's next? Great.

Thank you very much, Your Honor. Next on the agenda is item number four, which is the debtors critical vendors motion filed at Docket number eight. Your Honor, pursuant to this motion, the debtors are seeking authority to pay in the early course of business the pre petition claims of certain other debtors, vendors and suppliers. The debtors are seeking authority up to pay up to $14,500,000 on an interim basis and up to $30,300,000 on a final basis. These vendors and suppliers, Your Honor, may hold five zero three(nine) claims, demand the ability to essentially assert liens on the debtors' property or they may serve critical functions without the ability for the debtors to compel performance.

Any disruption to their services will likely result in immediate and irritable harm to the debtors. Your Honor, I have to really commend the management team here as well as Mr. Walsh and his team who undertook considerable efforts to really dig in and analyze the claims and vendor base here to make sure that the release being thought today was narrowly and appropriately tailored under the circumstances. And these vendors do really provide very important services to the debtors, Your Honor, including specialized services that relate to ensuring compliance with health, safety, environmental and regulatory matters to make sure that the facility is up and running safely. Your Honor, similar to the wages motion, this motion and order was shared with the United States Trustee and the proposed order before you reflect their comments that we understand results and matters for them.

So unless any questions from your Honor, we would expect your request to enter this order.

Right. Does anyone else wish to be heard on the critical vendor motion? Right. So I've reviewed the motion and particularly looked at the types of claimants that would be paid including five zero three(nine) claimants, potential LEAN claimants and other critical vendors at the facility. And I think it's appropriate under the circumstances.

I think it's an exercise of the debtor's business judgment to maintain the going concern value of the business. So I will go ahead and approve that motion. And again there we need to figure out what the final hearing date is. So I'll grant it, but I'll hold the order until we get a final hearing date. Sorry, what's next?

Great. Thank you, Your Honor. With that, I will cede the podium to my colleague, Mr. Sanders.

Did you hit spot star

one time? Sorry, John, can you hear me okay? I can hear you fine. Good afternoon, Your Honor. As Mr.

Kandel mentioned, self standards for Colonial accounts is to the debtor. I'll walk us through the next set of questions starting with cash management. Agenda Item six filed at Docket Number 13. Granted by this motion, the debtors seek authority to continue the cash management system in the ordinary course, including collecting cash proceeds, making disbursements to vendors, aggregating cash from the debtor's primary concentration account, incurring and settling in intercompany positions, and also related to as part of the motion seeking to grant administrative expense status to those intercompany transactions. Finally, the motion seeks relief with respect to certain pre positioned claims to cover the company's credit card program and certain bank fees.

As your Honor can imagine, the debtors maintain a complex cash management system as exhibited on Exhibit one to the motion, and it's critical and necessary to continue that cash management system to allow for a smooth transition into the Chapter 11 cases including but not limited to the continued use of the revolving credit facility and being called out today. In short, requiring the debtors to adopt some sort of different tax management systems would be highly disruptive with the limited benefit to any party. We previewed the motion in the order with the United States Trustee. We believe that they're supportive after incorporating their comments. Unless your Honor has any questions, we respectfully request entry of the interim order.

Are all of the accounts that I read it correctly at U. S. Bank?

That's correct, your Honor. Okay.

All right. And then the credit card program is with somebody else, not with U. S. Bank?

It's with a credit card program called Ramp. Ramp. Yes, that's right. Separate entities that we're talking. End of the petition date, we owed about $48,000 that we believe is the best.

Those are always the most difficult to get back on track, based on my experience. So again, so we need anyone else wish to be heard? All right. Hearing none, I've reviewed the motion and I'm branded. I think that maintaining the tax management system is important.

And as soon as we have a final hearing date, I'll get the order entered because this is again trying to get people that are out someplace and need to get gas and don't have cut off their credit card. It's always a process. So I'll get that done as quickly as possible.

Thank you, Your Honor. The next item on the agenda, Your Honor, is the Utilities Motion. That's Agenda Item seven out of the Docket Number 14. Founded by this motion, the debtors seek release to establish adequate assurance procedures to ensure continued access to essential utility providers, and seek confirmation that those adequate assurance procedures in fact give adequate assurance to the utility providers in court with Section three fifty six of the bankruptcy code. Now we have background and as you can imagine, Your Honor, the Bakersfield facility relies on essentially utility providers for including phenomenal natural gas, telecommunications, water, etcetera.

Those are absolutely critical that those utility services are not disrupted in any way. We seek authority to place just over $300,000 in separate accounts on adequate insurance account, which constitutes half of the debtors average monthly cost of utility services. So that would be the adequate assurance proposed for the utility providers and we have run this motion in order by the United States Trustee and understand that they're supportive of that release as well. Unless your honor has any questions, it would require entry of the utilities order.

Is there anyone else wish to be heard? I did have one question. I saw that the spend was about $650,000 or so per month. But then did I read correctly that there was like $1,100,000 that was owed or did I am I

confusing another motion? We are in arrears about $1,100,000 That's correct. Okay.

And so the $317,000,000 is to provide adequate assurance on a go forward basis and the $1,100,000 will be dealt with if there's an executor contract or something like that or treated as an unsecured claim? That's right, John. All right. So obviously being able to have utility service for the plant is imperative. I think that you see this is I view it as a motion that better pursuant to three sixty six has to offer adequate assurance to the extent the utility believes that they're not provided adequate assurance.

The motion provides the mechanism in order to be able to come back to court to seek that. And obviously whenever we establish the final hearing date, we can use that date to the extent any utility provider wants to come back we can have the hearing on that day. So based on that I signed the order and sent it to the doctor.

Excellent. Thank you, Your Honor. Next up on the agenda is the creditor matrix motion. That is agenda item number eight, filed with docket number 15. By this motion, Your Honor, the debtors seek authority to redact personally identifiable information of all natural persons from any papers to be filed with the court during these after 11 cases, Delta seeks to leak the waiver requirement to file a list of equity securities holders and directly notice them, And finally, approving the form of a matter of notifying creditors of the commencement of the capital of cases and other notices throughout the capital of cases.

Your Honor, with respect to the redaction, we typically believe that request is appropriate and necessary in light of the many privacy laws that the debtors are subject to. We believe for the second point of filing a list of equity securities holders and noticing them directly with the administrative burden some with again limited benefit to any party. We've pretty good this order with the United States Trustee as well, incorporated their comments with that they're supportive of this release. So unless any questions was requested through the book.

All right. Does anyone else wish to be heard with respect to the creditor matrix order? All right. I reviewed the motion. This is kind of typical relief that has been granted with respect to basically redacting the names and the personal identifiable information.

I think the form of notice is also appropriate. So I will go ahead and grant the motion. Okay. That's been signed and sent to Daphne. Excellent.

Thank you, Your Honor. We'll try to move quickly

to the balance of these. Last one for me is the SOPHAS and Scheduled Detention Motion. That's at item number nine on the agenda, docket number nine as well. Your Honor, by this motion, we seek to cure release for forty additional days to file our SOFA schedules as well as our 02/2003 report

for a total of fifty four days that would be

in addition to the normal fourteen day period of Fox. That lands on May 26, which we placed fairly standard relief requested for the extension of the scheduled. U. S. Trustees reviewed this motion as well.

Any questions, we'll request entry of that work.

Thank you. Mr. Winn, when are you going to hold the 03:41 meeting? I think I just unmuted you. You may be muted on your side.

Thank you. I apologize. How went to the U. S. Trustee?

Your Honor, it's going to be likely between four to forty five days. We reached out to the debtors and to get the corporate representatives, so we can have some calendar dates. Normally for these cases, I'd like to reach out and see other people's availability before I schedule. So we don't have a date yet, but it's going to be between thirty and forty five days. And it should extend that we don't have scheduled for the required three forty one days.

I've already spoken to the average council, we're just going to continue it out on thirty days. So the extension of the fifty four days shouldn't prejudice any stability to have the focus of three forty one meeting.

Okay. Thank you. You answered my question. All right. Again, requesting an extension of the time resolved statements and schedules, I think is appropriate under the circumstances it would be administratively burdensome.

So I'm going to go ahead and grant the motion. Okay. That order has been signed and sent to the doctorate.

Thank you, your honor. One note from us. We've already submitted fourteenth at 1PM works for us for calendaring and for the final vision of those interim orders.

All right. So as soon as the hearing is over, I'll go ahead and just insert that date and I'll do the objection deadline the week before at 5PM the seventh at 5PM and I'll get those entered as soon as we're done with this hearing.

Thank you, Your Honor. The three motions up and for those I'll send the further over to my colleague, Mr. Simmons. Thank you. Good afternoon, Your Honor.

Can you hear me all right?

I can hear you fine. Great.

For the record, Your Honor, John Giddens from Kirkland Dallas, post accounts to debtors. I'll be taking the corporate balance of the agenda today starting with the insurance motion, which was item number 10 on the agenda and document number 10. Your Honor, the insurance motion seeks that the debtors maintain their insurance, insure the coverage on a post petition basis and satisfy pre petition obligations only thereto. Currently debtors maintain 60 insurance policies and 30 bonds which they obtained through their brokers. They also have one premium financing which they use to finance approximately 75% of the free further policies.

As of sufficient date, the debtors believe they have about $20,000 outstanding on account of premiums and about $7,000 on account of the surety bond program. There will also be about $4,000,000 coming due on a book basis for the PFA. Your Honor, we preview this motion with the United States office in advance of the hearing and have incorporated their comments. We believe we're moving forward on a fully controlled basis. Unless you're on our early questions, we respectfully request the court enter the proposed order.

All right. Is there any else wish to be heard with respect to the insurance motion? Right. I've reduced the motion in post form of order. The incading insurance is obviously not only a requirement of the guidelines, but it's also an exercise non exercise of the general business judgment.

So I'm going to go ahead and approve the insurance motion, I mean, I mean, it's been. All right. That's been signed at Sensody's opening.

Great. Thank you, Your Honor. So the next item on the agenda is the taxes motion, which is item number 11 and document number 11. Your Honor, this motion seeks customary release to continue paying taxes on a pro position basis and satisfy prefisition amounts outstanding on taxes and fees. As the petition, these debtors estimate they owe approximately $3,000,000 on account of taxes and fees, most of which relate to property taxes related to the Bakersfield facility.

This motion also seeks authority to undertake certain tax planning activities that will help maximize the value of the debt in the state, especially as they run towards their go forward structure. We also shared this motion with the United States Trustees and believe we're moving forward on a fully consensual basis. Unless Your Honor has any questions, we respect the Court to enter this order.

All right. Does anyone else wish to be heard? All right. So I did have one question and this is more for my edification. So when is the last day that taxes are due in California without penalty for the prior year?

Is it along the way I know in Texas is February 1 or January 31? Do you know? I'm not sure under state law, but we could have that in No, no, it's okay. I can Mr. Atkins, do you know?

Yes, hold on. Let me hit five star one time. Did I unmute you? Can you hear us? Yes, I can hear you, sir.

Yes, the property tax is due to two installments. One is in December and the second one is in April. In fact, we are behind on payment payments due April 10 and so we will have a penalty when we do make payments. Okay. All right.

Thank you. We're glad to know. All right. I've reviewed the motion and obviously paying the statement of taxes is something that continues even while you're in bankruptcy. So this is a proper exercise of the debt or business judgment and having the liquidity to get the pay the taxes and not have to incur additional penalties I think is important.

So I going to

go ahead and grant the motion.

So, give me a minute and I will answer it. All right. That has been signed and sent to the doctorate.

Great. Thank you, Your Honor. So the last item on today's agenda is item number 12 which is the topic number 12, allowance. Some of the severance generated tax assets throughout business that can be used to offset taxable income. The release sought in this motion essentially sets forth no other procedures regarding transfers or declarations of worklessness with respect to Global Clean Energy Holdings, Inc.

About common stock that could impair the value of these assets. These assets are potentially significant in value, so the notification and objection procedures set forth in the motion will further just help protect those to the benefit of the better and the stakeholders. Again, we shared this with United States that we believe we're moving forward on a consensual basis. Unless your honor has any questions, we request the court enter the post order.

All right. Does anyone else wish to be heard? So I reviewed the motion. I think to maintain obviously the NOLs are property of the estate and creating notice procedures pursuant to which the debtor is able to make an informed decision as to whether a transfer would potentially have an impact I think makes a lot of sense and it does sound exercise with the debtor's business judgment. So I will on that basis, I'll grant the motion and

let me

Alright. So that that that has been signed and consensus

documented. Great. Thank you, Your Honor. That was the last item on the agenda. So unless Your Honor has anything else, we'd just like to thank the court for your time and for accommodating us in touch.

No, thank you very much. As I said, I felt Okay. So there's one other question before we close. The motion that was filed to assume the contract that had a twenty third hearing date, Should we move that to the fourteenth at the final hearing date?

Yes, that would be great, Your Honor.

Okay. We'll move that,

but just sent out a notice that and because that would obviously will change the objection deadline as well.

Okay. So do, Your Honor.

They're not a notice of that motion, so everything will consider. So again, thank you very much. I thought that the four declarations really made reading the motions very, very helpful and I commend you for the work that was done in that. And the declaration that actually describes the motion in the declaration, I find a lot more helpful than the declaration that does go to repo motion. So I found that to be very helpful.

So thank you very much and we're in stand and reset and we'll see you all on May 14 at one unless something else comes up in the interim and we're always around and then to the extent you need to coordinate to speak to Mr. Laws. But so we're in recess until four this afternoon. Thank you. Thank you.

Thank you, Your Honor.