Case 16-10682-BLS Doc 191 Filed 05/04/16 Page 1 of 13 IN ... · loss of investment due to a massive. fraud that appears to have resulted from the absence of 3 The Committee does not

IN THE TJNITED STATES BANKRUPTCY COURTFpR THE DISTRICT OF DELAWARE

In re

JUIvIIO, INC.,'

Chapter 11

Case No. 16-10682 (BLS)

Debtor. ) Re: Docket No. 1S

~ Obj. Deadline: 5/4/2016 at 12:Q0 p.m.~ (by Agreement)

Hearing Date: S/6/lb at 9:30 a.m.

OBJECTION OF OFFICIAL COMMITTEE OF EQUITY SECURITY HOLDERS TO

SALE OF SUBSTANTIALLY ALL OF THE DEBTOR'S ASSETS

The Official Committee of Equity Security Holders. (the "Committee") respectfully

submits. this objection (this "Objection") to the Debtor's Motion far Entry of Orders: (A)(I)

Approving Bid Procedures Relating to Sale of Substantially All of the Debtor's Assets; (II)

Approving Certain. Bid Protections; (III) Scheduling_ a Hearing to Consider the Sale; (IV)

Approving the Form and Manner. of Notice of Sale by Auction; (Tl) Establishing Notice and

Contract ProceduNes for the Assumption and Assignment of Contracts and Leases; and (VI)

Granting Related Relief,' and (B)(I) Approving Asset Purchase Agreement and Authorizing the

Sale of Certain Assets of Debtor Outside the Ordinary Course of Business; (II) Authorizing the

Sale of Assets Free. and CleaN of All Liens, Claims, Encumbrances and InteNests; (III)

Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired

Leases; and (IV) Granting Related_ Relief [Docket No. 15] (the "Sale Motion"). In support

hereof, the Committee states as follows:

The last four digits of the Debtor's federal tax identification number are 6822. The Debtor's corporateheadquarters and the mailing address is 268 Lambert Avenue, Palo Alto, California 94306:

5E-337927 v7

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Case 16-10682-BLS Doc 191 Filed 05/04/16 Page 1 of 13

STATEMENT

1. The Committee does not, as of the deadline to file this Objection, know what gffer

the Debtor may support on Friday. Accordingly, this Objection's primary focus is its apposition

to a sale of the Debtor's claims against Mr. Saverin and the current Board members. In the event

that the Debtor elects to support a sale that does not include these claims, the Committee may.

very well support such a sale.

2. While no single. aspect of Mr. Saverin's stalking horse deal and related DIP

financing is per se prohibited- under the Bankruptcy Code, there is no doubt that the cumulative

sum of all of the problematic elements clearly violates fundamental aspects of chapter 11. The

following undisputed facts highlight the unsavory nature of the stalking horse transaction:

a. In March 2015, the Debtor's Board of Directors instituted a SpecialCommittee of the Board to investigate the financial restatements andsecondary sales of the Debtor's common stock.

b, The Special Committee was made up of Eduardo Saverin, Scott Weiss (theappointee of Andreessen Horowitz), and Peng Ong.

c. The Special Committee engaged special. counsel in connection with theinvestigation.

d. Special counsel verbally provided its findings to the Board in Apri12015.

e. Mr. Saverin later infused additional capital into the Debtor in the form ofsecured convertible notes.2

Mr, Saverin continued to sit on the Board and allowed the company to run outof money, creating the crisis that. resulted in the proposed DIP financing andstalking horse offer.

g, Mr. Saverin now seeks to "acquire" all of the Debtor's causes of actionagainst himself, Scott Weiss, and Peng Ong.3

2 As the Committee understands, it is unusual for convertible note financings in technology start-ups to besecured by collateral. _Indeed, there are very few, if any, assets to be liquidated if a technology start-upfails. Hence, there is no real benefit far an investor to provide secured financing to a tech start-up unlesshe is seeking to ultimately credit bid such position in a going concern sale (i.e., "loan to own").

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3. To be clear, Mr. Saverin is not just trying to cleanse himself and the other

directors. from derivative claim liability relating to the accounting fraud; he is trying to eliminate

any liability to the estate for araythirzg. Although all parties are. aware of the accounting fraud,

the breadth of the release raises serious concern about what else is being stripped from the estate

that might otherwise be revealed in a meaningful investigation. Mr. Saverin, however, flaunts

the chapter 11 process with his attempt to credit bid claims subject to challenge4 and his

proposed oppressive postpetition financing. The Court should not countenance his approach.

4. The fact that Mr. Saverin also suffered large losses from the -fall out of the

accounting fraud does not absolve him from his duties as a director and certainly should not give

him carte blanche to bend the process to his will. Indeed, it is likely that, more often than not,

Mr. Saverin's .investments are of a greater magnitude than that of other investors in a given

situation. Moreover, Mr. Saverin's argument that investors represented by the Committee should

not have a say in this matter because they too should have infused more cash. into the Debtor

after weeks of media reports about. "resignations" and restatements is disingenuous. The

amounts at issue. here are mere pocket change to Mr. Saverin. To the Committee members and

their constituents, many of whom are entrusted with investing other people's money, the total

loss of investment due to a massive. fraud that appears to have resulted from the absence of

3 The Committee does not know why Mr. Saverin is being so generous to Scott Weiss and Peng Ong, but

the reasons might be revealed. in a meaningful investigation, Scott Weiss and Peng Ong are still directors

of the Debtor.

4 In addition to being subject to recharacterization as equity and potential. setoffs, Mr. Saverin's

prepetition "secured debt" suffers from another flaw. The Committee has discovered that over $5 million

of the purported $15.5 million in "secured debt" is actually aroll-up of previously issued unsecured notes

and not "new money" extended at the time of the secured note issuance. Hence, the grant of the lien to

secure those previously unsecured amounts is agarden-variety insider preference.. The apparent

.preference was not disclosed in the Debtor's First Day Declaration. The Committee is concerned about

what other material facts have not been disclosed that might otherwise be discovered in a meaningful

investigation.

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meaningful internal controls has been extremely damaging. It is not reasonable to suggest that

these investors should have contributed more money to a company run by the same Board that

presided over the disaster.

5. The apparent dereliction of the Board here is stunning. While the Committee has

not had the time or resources to conduct a meaningful investigation, based on discussions .with

members of the Committee, it appears that the environment allowing the accounting fraud

resulted from the Board's abject failure to properly discharge the most basic of its duties:

a. The company was allowed to operate for over four years without qualifiedfinancial and accounting management, including over a year and a half withno Chief Financial Officer whatsoever, nor any more junior manager offinance, such as a VP of Finance or even a Director of Finance.

b. While the. company was supposedly seeking to hire a qualified CFO, theBoard was informed that it had been. given demonstrably false information bymanagement about the search for a CFO, but ignored this warning and failed

to follow-up on this information.

c. The company finally hired a qualified CFO in the fall of 2014, yet he resigned

just a few days thereafter, indicating that the accounting. issues could be easily

identified by a qualified financial manager.

d. This CFO's abbreviated tenure and instant departure was the catalyst which

ultimately .caused the company to conduct an audit which resulted in thecompany restating its financials for 2013 and 2014 and apparently led to theCEO's "resignation." However, prior to this forensic audit, the companynever conducted any financial audits, despite purportedly generating revenues

in excess of $100,000,000 and conducting global operations across NorthAmerica, Europe and Asia.

6. There is a simple solution whereby Mr. Saverin could moot the Committee's

primary objection: move fo~waNd with the sale without acquiring the claims against. the `Buyer

Parties. "5 Mr. Saverin, however, refuses to do so. To the contrary, he asks the Court to take his

5 Section 2.1(u) of the Stalking Horse Asset Purchase Agreement provides for the sale of rights, claims,and causes of action against Mr. Saverin, Scott Weiss, Andreessen Horowitz, and Peng Ong (who arecollectively referred to as the. "Buyer Parties").

4DOGS DE206885.147476/002


ward that the claims against him are "frivolous," If Mr. Saverin is correct that claims against the

Buyer Parties are frivolous, an independent investigation. will presumably verify that assertion,

His. insistence on purchasing the claims as a condition of purchasing. the assets of the company

indicates that he fears the claims are meritorious, not that they are frivolous.

7, In light of the foregoing, the Committee maintains that conversion to chapter 7

would be preferable to approving the stalking horse sale as presented.

BACKGROUND

8. On March 21, 2016, the Debtor filed a petition for relief under chapter 11 of the

Bankruptcy Code. On the same day, the Debtor filed the Sale Motion. On April 12, 2016, the

Court held. a hearing during which it considered the Debtor's motion [Dkt. No. 10] to approve

postpetition financing and use of cash collateral on a final basis (the "DIP Motion," together with

the Sale Motion, the "Motions"), as well as the bidding procedures aspects of the. Sale Motion.

In advance of the hearing, an Ad Hoc Equity Committee filed an objection to the Motions. See

Dkt. No. 82-(the "Ad Hoc Objection"). The Ad Hoc Equity Committee requested that the Court

adjourn the hearing on the Motions. pending the formation of an official committee of equity

security holders. As a result, the Court adjourned the hearing until. Apri120, 2016.

9. On April 15, 2016, the Committee was formed by the Office of the United States

Trustee. The Committee had its first meeting and retained its financial advisors the following

day. The Committee's advisors interviewed the Debtor's, investment banker on April 17 and

gained access to the data room. and other relevant materials related to the Debtor's marketing

process shortly thereafter.

10. After its appointment, and. in advance of the Apri120 hearing, the Committee filed

an objection to the Motions. See Dkt. No 137 (the "Procedures/DIP Response"). As set forth in

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the Arocedures/DIF Response, the. Committee: (i) indicated that it would not oppose the

accelerated sale process contemplated by the Sale Motion; (ii) opposed Mr. Saverin's unfettered

ability to credit bid; and (iii) opposed certain aspects. of the postpetition financing/cash collateral

use contemplated by the DIP Motion. As a result of the Apri120 hearing, the Court: (a) entered

an order. approving the. bidding. procedures but preserving the credit bidding issues; and (b)

adjourned final consideration of the DIP Motion to the April 29 hearing at which the ultimate

sale would be considered.6

11. The Apri129 hearing was continued to May 6.

12. The Committee submits this Objection to the substance of the sale contemplated

by the Sale Motion based on the best information currently available to the Committee. The

Committee reserves the. right to supplement this Objection based on additional facts that become

known to it. Although this Objection focuses on issues raised by the stalking; horse bid, it applies

to any proposed sale..

ARGUMENT

A. The Stalking Horse Sale as Proposed Should Not I3e Approved. ~

13. The Debtor, in order to obtain Court approval of its proposed sale outside the

course of business, must prove that "(1) there is a sound business purpose for the sale; (2) the

proposed sale price is fair; (3) the debtor has provided adequate and reasonable notice; and (4)

the buyer has acted in good faith." In re Exaeris, Inc., 380 B.R. 741, 744 (Bankr. D. Del. 2008).

~ The Committee's. objections to the credit bidding of prepetitian debt and the DII' remain outstanding.The Committee, however, believes the need for a final DIP order will likely be mooted by the result of theSale. Hearing (i.e., a sale ~~vhere the outstanding DII' financing will be satisfied or conversion to chapter

7).

The Ad Hoc Objection and- the Procedures/DIP Response, and the authorities cited therein, areincorporated herein by reference.

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The Debtor is unable to carry its burden of proof that there is a .sound business purpose for a sale

that requires the releases of Mr. Saverin and the current directors; that the sale price is fair in

light of those releases; and that Mr. Saverin has acted in good faith. Although the Committee did

not generally oppose the sale process, the Committee denies that the process run by the Debtor

will yield a market valuation of such causes of action.g

14. The Court must scrutinize. the sale proposed by the Debtor more critically than it

would a norma1363 sale because the proposed purchaser in this case is an insider. See e.g., In re

Family Christian, LLC, 533, B.R. 600, 622 (Bankr. W.D. Mich. 2015) (stating that sales to

insiders axe subject to heightened scrutiny); In re Bidermann Indus. U.S.A., Inc:, 203 B.R. 547,

551 (Bankr. S.D.N.Y. 1997). Furthermore,_ where there is a proposed sale ofsubstantially all of

the debtor's property without. the creditor protections of the disclosure statement and plan

process, as here, the transaction must be closely scrutinized. See In re Channel One Commc'ns,

Inc., 1.17 B.R. 493, 496 (Bankr. E.D. Mo. 1990 .(citing In re Indus. Valley Refrigeration & AiN

Conditioning Supplies, Inc., 77 B.R. 15, 17 (Bankr. E.D. Pa. 1987)); see also In Ne CGE

Shattuck, LLC, 254 B.R. 5, 12 (Bankr. D,N.H. 2000) ("The closer a proposed transaction gets to

the heart of the reorganization process, the greater scrutiny the Court must give to the matter.").

15. Here, there is no sound business purpose for a proposed sale that strips the estate

of causes of action -that have not been. independently evaluated. The accelerated bankruptcy

process .being run by the Debtor has been orchestrated for the benefit of. Mr. Saverin, who is

8 The Committee does not oppose the acquisition of {i) claims. and causes of action solely relating to thegoing-forward business-(i.e„ claims for IP infringement, warranty, indemnity, etc.), which appears to bethe intent of Section 2.1(1) of the APA; and (ii) claims and causes of action, including avoidance actions,against suppliers, vendors, and other similar going-forward partners of the business, which appears to bethe intent of Section 2.1(t) of the APA. Notwithstanding the appearance of these Sections, the Committeebelieves that certain clarifications or revisions may be necessary in any final APA (including currentSection 7.16(b) of the Stalking Horse APA) or the Sale Order, to properly address the Committee'sconcerns.

7DOCS DE206885.147476/002


attempting to (i) wash away claims against him and the current directors and (ii) carry on with

business as usual outside of bankruptcy. The extraordinary relief the Debtor requests—de facto

releases of insider claims—should not be approved without granting the Committee the

opportunity- to conduct a meaningful independent investigation of the causes of action the Debtor

proposes to sell. Moreover, two the Debtor's current directors are beneficiaries of these releases,

and the Independent Director did not undertake an analysis of the merits. of any claims against

the Buyer Parties. Mr. Saverin's deal cannot withstand heightened scrutiny.

16. The sale to Mr. Saverin could have been consummated outside of bankruptcy, but

it was not. The reason it was not was, presumably, because Mr. Saverin wanted to purge himself

and others of liability for,. among other things, the company's "Legacy Issues." The use of

section 363 in this manner is an abuse of the. bankruptcy process and should be prohibited.

17. In addition, the Debtor cannot establish that any proposed sale price is fair

because the claims against the Buyer Parties, which are part of the assets being sold, have not

-been analyzed, investigated, and valued. Under the circumstances, unless those claims are

preserved and evaluated, it is impossible to know whether the sale price is fair. Thus, the

proposed sale should not be approved. See In re Family Ch~istzan, 533 B.R. 628 (denying the

debtor's sale motion, in part, because of lack of evidence as to value of releases and avoidance

actions being sold); In ~e Exaeris Inc., 380 B.R. 741 (denying sale motion given lack of evidence

regarding the marketing of assets and. the valuation of assets being sold and stating that the

debtor failed to establish. the standard for compromises and settlements with respect to the

proposed general releases)..

18. Nor has the Debtor established that the buyer has acted in good faith, an element

which is of particular importance. In re Abbotts Dairies of Pennsylvania, Inc., 788 F.2d 143,

8DOCS DE:206885.1 47476/002


149-50 (3d Cir. 1986) ("... when a bankruptcy court authorizes a sale of assets pursuant to

section 363(b)(1), it is required to make a finding with respect to the `good faith' of the

purchaser."). Quite the opposite is true: the totality of the circumstances suggests that this sale

process was orchestrated by Mr. Saverin in an effort to rid Mr. Sayerin and the current directors

of personal liability for their involvement in potentially major accounting and financial statement

misconduct as well as their role in bringing the company to the crisis. point which necessitated

the bankruptcy filing, expedited sale process, and proposed onerous: DIP financing. The sale has

nothing to do with maximizing the value of the assets for the. estate and is instead an effort to

railroad legitimate creditors and. shareholders into accepting. a release of potentially valuable

claims. See In re Exaeris, Inc., 380 B.R. at 747 ("What is clear is that a court can and should

consider whether an insider is receiving a release when evaluating the ̀ good faith' criterion.").

Under the circumstances, the Committee would prefer that the. claims be preserved—even if this

means that the ease will be converted to one under chapter 7 of the Code. Given that the Debtor

has failed to establish that the buyer is acting in goad faith, the sale should not be approved.

B. The Sale's De Facto Release of Insiders Should Not Be Approved, EspeciallyOutside of the Context of a Chapter 11 Plan.

19. In In re Family Christian, the bankruptcy court denied the debtors'. request for

approval of a 363. sale of substantially all of the debtors' assets to an insider. In re Famzly

ChNistian, LLC, 533 B.R, at 631. The case: is strikingly similar to the circumstances facing this

Court. In denying the. sale. in Family Christian, the bankruptcy court relied in part on the fact

that the debtors did not account for the value of insider releases and avoidance actions being sold

and did not articulate a basis for such releases. The court viewed this as "unacceptable given the

insider relationship between [the purchaser] and the Debtors" and concluded that the auction was

flawed as a result. Id. at 625-26. The court also concluded that the debtors had not articulated a

9DOCS DE206885.1 47476/002


sound business justification for the sale, despite the. facts that it was uncontroverted that the

debtors' assets were diminishing and that the major stakeholders supported the sale. Id. at 62G-

28. The court reasoned, in part, that the sale dictated the terms of a future plan of liquidation, In

light of the broad releases far officers, directors, and insiders, the court "would have had

difficulty approving the proposed transaction .without more significant disclosure and

justification for the releases being granted by the Debtors." Id. at 629.

20. Here, the proposed sale cannot be approved for many of the same reasons as

articulated by the court in Family Christian, The Debtor should not be able to effectuate a

comprehensive sale of all of its assets (including claims against insiders), while avoiding the

protections afforded to parties in interest by the plan confirmation requirements of the

Bankruptcy Code.. The "sale" of the claims against insiders operates as a de facto release. Such

a release of insider claims should not occur outside the context of a chapter 11 plan.

21. In Family Christian, the court noted that in the event that the debtors' assets could

not be sold soon, it was unlikely that the debtors would be "able to continue as a going concern."

Id. at 627. Still, an impending liquidity crisis was not sufficient to outweigh the court's concerns

with the sale- process. Similarly, any "melting ice cube" argument asserted by the Debtor in this

case to support a truncated process outside the context of a chapter 11 plan should be rejected in

light of the concerns set forth in this Objection. Indeed, any "melting ice cube" argument is

belied by the fact that the Debtor will continue to be cash-flow negative even if the stalking

horse deal closes as proposed in early May 2016.

22. Same courts have permitted, as part of a chapter 11 plan,. the release. of claims

against anon-debtor under certain circumstances: The release of claims against non-debtors is

extraordinary relief that should only be cansiclered in the. context of a chapter 11 plan and its

10DOCS DE:206885,1 47476/002


attendant protections. Factors that courts have considered in allowing a release of a third party

as part of a plan of reorganization include the following:

(1) an identity of interest between the debtor and the third party, such that a suitagainst the non-debtor is, in essence, a suit against the debtor or will depleteassets of the estate; (2) substantial contribution by the non-debtor of assets to thereorganization; (3) the essential nature of the injunction to the reorganization tothe extent that, without the injunction, there is little likelihood of success; (4) an

agreement by the substantial majority of creditors to support the injunction,specifically if the impacted class or classes "overwhelmingly" votes to accept theplan; and- (5) provision in the plan for payment of all or substantially all of theclaims of the class or classes affected by the injunction.

In re Zenith Electronics Corp., 241 B.R. 92, 110 (Bankr. D. Del. 1999) (considering release of

debtor's claims against, inter alia, its directors and officers). These factors, of course, assume

that the release of non-debtor parties is proposed pursuant to the terms of a chapter 11 plan.

Here, the Debtor proposes this extraordinary relief outside. of the plan. Regardless, the Debtor

cannot satisfy this burden even if the analysis is applied to the proposed sale. At the end of the

day, Mr. Saverin's efforts in this case are only for his own benefit at the expense of parties

injured on his watch. He is getting everything and offering a pittance.

23. Therefore, the Court should deny approval of any sale to the extent it seeks the

transfer of the Debtor's claims and causes of action that do not relate to the going-forward

business, in particular the causes of actians against the Buyer and the Buyer Parties as set forth in

Section 2.1(u) of the Stalking Horse APA.9

G. All Boos and Records, or Access Thereto, Must be Preserved for the Committee's

Investigation

9 The Committee is also concerned that t ie transfer of "rights of setoff' relating to Purchased Assetsunder Section 2.1(g) of the Stalking Horse APA would allow Mr: Saverin to undercut potential bases forthe Committee to challenge his purported prepetition secured debt. This Objection is intended to set forththe Committee's high-level objections to the Sale Motion and is not intended to be an exhaustive listingof offending APA provisions. To the extent the Court sustains this Objection and any buyer wishes toproceed, the Committee assumes the Debtor will work with the Committee to revise the APAaccordingly.

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24. Certain of the Debtor's books and records are being acquired pursuant to Section

2.1(j) of the Stalking Horse APA, and, certain other records, including minutes and corporate

records, are excluded pursuant to Section 2.2(b). The Committee believes that all records must

be copied, imaged, or otherwise appropriately preserved for the benefit of the Committee's

investigation.. Moreover, prior to any closing, the Debtor should have to identify persons with

knowledge and information that may be relevant to the Committee's investigation.

D. Other Issues

25. The Stalking Horse APA requires the. Debtor to pay: (i) approximately $300,000

in cure costs; (ii) $900,000 in non-debtor dissolution costs; (iii) $300,000 in "Transferred

Employee Termination" costs; and (iv) the cost of D&O "tail" coverage. Additionally, Mr.

Saverin is acquiring the Debtor's cash and accounts receivable, and requiring the cancellation of

intercompany obligations other than the Debtor's obligations payable to Jumio India (i.e,, money

out the door to the acquired subsidiary). Hence, it is unclear to the Committee what net benefit is

being provided to the estate under the Stalking Horse APA other than a few hundred thousand

dollaxs for wind-up costs, especially in light of the stripping of causes of action against the Buyer

Parties. The Committee requests that the Debtor provide a chart of "sources and uses" at the

May 6 hearing so that the. Court is informed about what exactly is being left in the pot.

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WHEREFORE, the Committee respectfully requests that the Sale Motion be denied to

the extent requested herein.

Dated: May 4, 2Q16 PACHULSKI STANG ZIEHL &JONES LLP

/s/Peter J..KeaneLaura Davis Jones (DE Bar Na. 2436)Jeffrey N. Pomerantz (CA Bar No. 143717)Peter J. Keane (DE Bar No. 5503)919 N. Market Street, 17th FloorP.O. Box 8705Wilmington, DE 19899-8705 (Courier 19801)Telephone: (302) 652-4100Facsimile: (302) 652-4400Email : lj ones@pszj law. com

j pomerantz@pszj law. compkeane@pszj law.com

and

K&L GATES LLPMichael B. Lubic (CA Bar No. 122591)John H. Culver III (NC Bar No. 17849)Sven T. Nylen (IL Bar No, 6278148)10100 Santa Monica Blvd., 8th FloorLos Angeles, CA 90067Telephone: (310) 552-5000Facsimile: (310) SS2-5001Email: [email protected]

j [email protected],[email protected]

Counsel to the Official Committee of EquitySecurity Holders

13DOGS DE206885.1 47476/002


IN THE UNITED STATES BANKRUPTCY CQURT

FOR THE DISTRICT OF DELAWARE

In re: j Chapter 11

JUMIO, INC.,' ) Case No. 16-10682 (BLS)

Debtor.

_-

CERTIFIC~ITE OF SERVICE

I, Peter J. Keane, hereby certify that on the 4th day of May, 2016, I caused a copy

of the .following document to be served on the individuals on the attached service lists in the

manner indicated:

Objection_ of the Official Committee of Equity Security Holders to Sale of

Substantially All of the Debtor's Assets

/s/Peter J. KeaneFeter J. Keane (Bar No. 5503)

DOCS DE;206597.1 47476/001

~ The last four digits of the Debtor's federal tax identification number are 6822. The Debtors'. corporate

headquarters and the mailing address is 268 Lambert Avenue, Palo. Alto, California 94306.

Case 16-10682-BLS Doc 191-1 Filed 05/04/16 Page 1 of 5

Jumio, Inc. 20g2 Email Service ListCase NQ. 16-1.06$2 (BLS)Document No. 206198Ol —Hand Delivery03 -- Overnight Delivery04 —Facsimile40 —Email

(Counsel to the Ad Hoc Equity Committee)Laura Davis Jones, EsquirePeter J. Keane, EsquireFachulski Stang Ziehl &Jones LLP919 North Market Street, 17th FlaorPO Box 8705Wilmington, DE 19899-8705

Hand DeliveryDelaware Department of JusticeAttn: Bankruptcy Department820 North French Street, 6th FloorWilmington, DE 1980E

Overnight DeliveryInternal Revenue ServiceAttn: Susanne Larson31 Hopkins Plaza, Room 1150Baltimore, MD 21201

Overnight DeliverySecurities.& Exchange CommissionHeadquarters140 F Street NEWashington, DC 20549

Overnight Delivery(Securities &Exchange Commission)SEC Regional OfficeShamoil Shiphandler, Regional DirectorBurnett Plaza801 Cherry Street, Suite 1900, Unit 18Forth. Worth, TX 76012

Facsimile: {303-253-C2$3Matthew Denn, EsquireDelaware Attorney GeneralCarvel State Office Building$20 North French StreetWilmington, DE 19801

Facsimile: $18-783-2737(Claims &Noticing. Agent)Rust Consulting/Omni Bankruptcy5955 Desoto Avenue, Suite 100Woodland Hills, CA 91367

Facsimile: $55-235-5787Centralized Insolvency OperationInternal Revenue Service2970 Market StreetPO Box 7346Philadelphia, PA 19104

Facsimile: 855-235-6787Sharon Binger, PA Regional DirectorSecurities 8~ Exchange CommissionOne Penn Center1617- JFK Boulevard, Suite 520Philadelphia, PA 19103

Email: [email protected];(Counsel to the Ad Hoc Equity Committee).Jeffery N. Pomerantz, EsquirePachulski Stang Ziehl &Jones LLP10100 Santa Monica Boulevard, 13th FloorLos Angeles, CA 90067-4100

Email: [email protected];Charles Oberly, Esquiree/o Ellen Slights, Esquire,US Attorney for Delaware1007 Orange Street, Suite 700.PO Box 2046Wilmington, DE 19899-2046,

DOGS DE:206198.1 47476/001


Email:. [email protected]~;Office of the U.S. TrusteeDavid L. Buchbinder, EsquireJ. Caleb I~oggs Federal Building, Suite2207Wilmington, DE 19801

Email• [email protected];[email protected];[email protected],•(Counsel to Eduardo Saverin and JumioAcquisition, LLC)Michael R. Nestor, EsquireSean M. Beach, EsquireYoung Conaway Stargatt &Taylor, LLPRodney Square1000 North King StreetWilmington, DE 19801

Email: Chipman@chipmanbro~vn.coni;(Counsel to Pinnacle Ventures Equity FundII, L.P.; Pinnacle Ventures Equity Fund II-O, L.P., Pinnacle Ventures Debt Fund III,L.P.; Pinnacle Ventures Debt Fund III-A,L.P.)William E. Chipman, Jr., EsquireChipman Brawn Cicero &Cole, LLP1313 North Market Street, Suite 5400Wilmington, DE 19801

Email: michael.lubic@~lgates.com;(Counsel. to the Ad Hoc Equity Committee)Michael B. Lubie, EsquireK&L Gates LLP101.00 Santa Monica Boulevard, $th FloorLos Angeles, CA 9Q06'7

Email: [email protected];(counsel to the Ad Hoc Equity Committee)John H. Culver III, EsquireK&L Gates LLPHearst Tower, 47th Floor214 North Tryon StreetCharlotte, NC 28202

Email: [email protected];(Counsel to the Ad Hoc Equity Committee)Sven T. Nylen, EsquireK&L Gates LLP70 West Madison Street, Suite 3100Chicago, IL 60602First Class Mail

Email: brown@lrcla~v.com;landis(a~lrclaw.com;mumford@lrcla~v.com;(Counsel to Debtors)Kimberly A. Brown; EsquireAdam G. Landis, EsquireKeni K. Mumford, EsquireLandis Rath &Cobb LLP919 N. Market Street, Suite 1800PO Box 2087Wilmington, DE 19899

Email: [email protected];(Counsel to Debtors)George W. Shuster, Jr., EsquireWilmer Cutler Pickering Hale7 World Trade Center250 Greenwich StreetNew York, NY 10007

Email: [email protected];Delaware State Treasury820 Silver Lake Boulevard, Suite 100Dover, DE 19904

Ern~il: [email protected];Division of Corporations Franchise TaxDelaware. Secretary of State401 Federal StreetPO Box $98Dover, DE 19903

Email: [email protected];Andrew Calamari, NY Regional DirectorSecurities &Exchange .CommissionBrookfield Place200 Vesey Street, Suite 400New York, NY 10281-1022

DOCS DE:206198.1 47476/001 2


Email: [email protected];[email protected];(Counsel to Eduardo Saverin and JumioAcquisition; LLC)Peter M. Gilhuly, EsquireTed A. Dillman, EsquireLatham &Watkins LLP3S5 SoutSh Grand AvenueLos Angeles,. CA 90071-1560.

Email: [email protected];(Counsel to Pinnacle Ventures Equity Fund.II, L:P.; Pinnacle Ventures Equity Fund II-O, L.P.; Pinnacle Ventures Debt Fund III,I;.P.; Pinnacle Ventures Debt Fund III-A,L.P.)Leo D. Plotkin, EsquireLevy, Small & Lallas815 Moraga DriveLos Angeles, CA 90049

Email: [email protected](Top 20 Creditors)Salesforce.com, Inc.c/o Jarret ShaefferPO Box 203141Dallas, TX 75320-3141

Ernailt [email protected];(Top 2Q .Creditors)CMS Reich-Rohrwig HainzGauermanngasse 2c/o Mogensen ~2aphaela1010 ViennaAustria

Email: [email protected];(Top 20 Creditors)Linkedlnc/o Samantha .Carr2029 Stierlin CourtMountain View, CA 94043

Email: [email protected];(Top 20 Creditors)SkyParlour Ltd.c/o Calum Moore19 Spring GardensManchester M2 1FB UK

Emait: agray@T~iorganlewis.CQi11~(Top 20 Creditors)Andrew J. Gray IV, EsquireMorgan Lewis Law2 Palo Alto Square3000. El Camino Real, Suite 700Palo Alto, CA 44306

Email: [email protected]~(Top 20 Creditors)Money20/20 L,LC622 3rd Avenue, 35th FloorNew York, NY 10017

Email: [email protected];(Top 20 Creditors)Marketo, Inc.c/o Roman Kreslaysky901 Mariners Island Boulevard. #200.San Mateo, CA 94404

Email: [email protected];(Top 20 Creditors)Hixson Nagatanic/o Raymond Hixson4655 Old Ironsides Drive, Suite. 420Santa Clara, CA 95054

Einait: info@dottedlinecomn~.com;(Top 20 Creditors)Dotted Line Communications, LLCc/o Darcy Cobb1047 Moraga DriveLos Angeles, CA 90049

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Email; pain@retail-kno~~ledge.coirt;(Top 20 Creditors)Retail Knowledgec/o Paul Bessant81 Oxford StreetLondon W 1D 2EU

Em~iL• [email protected];(Top 20 Creditors)Tinderboxc/o Ashley Schwab54 Monument Circle, Suite #700Indianapolis, IN 46204

Email:rnacfarlane~intelligentenvironments.com;(Top 20 Creditors)Intelligent Environments. Europec/o Randolph McFarlaneRiverview Hause20 Old Bridge StreetKingston Upon ThamesSurrey KT1 4BU, UKEmail:

Email: communications a ubm.com;(Top 20 Creditors)UBM Information Ltd.c/o Tomasz NiemkiewiczLudgate House245 Blackfriars RoadLondon SEl 9ITYUK

Email• [email protected];(Top 20 Creditors)theflow.ccc/o Wolf-Dieter GrabnerSchulz-Strassnitzki-Gasse 5/181090. Vienna, Austria

Email: [email protected];(Top 20 Creditors)equinox Fitness Clubsc/o Chelsea PepperCorporate AccountsPO Box 1774New York, NY 10156-1774.

Email: sales cr cybersource.com;(Top 20 Creditors)CyberSource Corporationc/o Melissa CarrascoPO Box 742842Los Angeles, CA 90074-2842

Email [email protected];Information Security Media Group Corp.c/o Diedra Johnson902. Carnegie Center, Suite 430Princeton, NJ 08540

Email: [email protected];(Top 20 Creditors)Jobvite Inc.c/o Jeff Steiner1300 S. El Camino Real,. Suite 400San Mateo, CA 94402

Email: [email protected];(Top 20 Creditors)15 Five, Inc.c/o Legal Department3053 Fillmore Street; Suite 279San Francisco, CA 94123

Email: [email protected];(Top 20 Creditors)BambooHR, LLCc/o J. Smith333 South 520 West, Suite 200Lindon, UT 84042-1911

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Documents

Case 16-10682-BLS Doc 191 Filed 05/04/16 Page 1 of 13 IN ... · loss of investment due to a massive. fraud that appears to have resulted from the absence of 3 The Committee does not