IN THE UNITED STATES BANKRUPTCY COURT FOR THE …cases.gcginc.com/hii/pdflib/157_60070.pdf · 2015-10-22 · 3. Defendant HII Technologies, Inc. ("HII Technologies") is a Texas corporation

1 McKool 1128475v1

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

VICTORIA DIVISION In re: § Chapter 11 § HII TECHNOLOGIES, INC., et al.1 § 15-60070 (DRJ) Debtors § (Jointly Administered) § WORLDWIDE POWER PRODUCTS, LLC § Plaintiff § § vs. § ADVERSARY NO. 15-_________ § HII TECHNOLOGIES, INC., SAGE § POWER SOLUTIONS, INC. d/b/a § SOUTH TEXAS POWER, MATTHEW § C. FLEMMING, Individually, and § CHAD CLARY, Individually § Defendants §

NOTICE OF REMOVAL

The Honorable David R. Jones, United States Bankruptcy Judge:

Debtor, HII Technologies, Inc. (“HII”) and its affiliated debtor, Sage Power Solutions,

Inc. (“Sage”), file this Notice of Removal pursuant to 28 U.S.C. § 1452, Federal Rule

Bankruptcy Procedure 9027, and Bankruptcy Local Rule 9027(b)(1), and provide notice of

removal of all claims of Plaintiff asserted against Defendants in Cause No. 2015-42553,

Worldwide Power Products, LLC vs. HII Technologies, Inc., Sage Power Solutions, Inc. dba

South Texas Power, Matthew C. Flemming, Individually, and Chad Clary, Individually, currently

pending in the 133rd Judicial District Court, Harris County, Texas (the “State Court Lawsuit”) to

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s tax identification number,

are: (i) Apache Energy Services, LLC (4404); (ii) Aqua Handling of Texas, LLC (4480); (iii) HII Technologies, Inc. (3686); (iv) Sage Power Solutions, Inc. fka KMHVC, Inc. (1210); and (v) Hamilton Investment Group, Inc. (0150).

Case 15-60070 Document 157 Filed in TXSB on 10/15/15 Page 1 of 5

2 McKool 1128475v1

the United States Bankruptcy Court for the Southern District of Texas, Houston Division. In

support of this Notice of Removal, the Defendants respectfully show the following:

SUMMARY OF DISPUTE

1. This is a cause of action against a Chapter 11 Debtors and insiders of the Debtors

for breach of contract, alter ego, and veil piercing against insiders under a misrepresentation

theory.

2. The Debtors have not answered but filed a suggestion of bankruptcy.

JURISDICTION AND VENUE

3. This Court has jurisdiction over this proceeding pursuant to 28 U.S.C. §§ 157 and

1334. This is a suit brought against a debtor-in-possession. The claims of alter ego and similar

veil-piercing claims are property of the estate.

4. This is a core proceeding under 28 U.S.C. §§ 157(b)(2)(A), (B), (C), (K) or (O).

Venue of the Debtor’s Chapter 11 case is proper in this District pursuant to 28 U.S.C. §§ 1408.

This adversary proceeding arises under a case under Title XI. Alternatively, it is related to a case

under Title XI.

5. The Court has the authority and power to enter final orders in this proceeding.

The Debtors consent to entry of final orders by the Bankruptcy Court in any circumstance.

CHAPTER 11 BANKRUPTCY

6. On September 18, 2015 (the “Petition Date”), the Debtors filed voluntary

petitions under chapter 11 of title 11, United States Code. The cases are jointly administered

under Case No. 15-60070 (“Main Case”). Additional background information on the Debtors

may be found in the First Day Affidavit (Dkt. #10, Main Case).


3 McKool 1128475v1

PLAINTIFFS’ PETITION AGAINST DEBTORS

7. On July 23, 2015, Worldwide Power Products commenced suit against the

Defendants.

8. Plaintiffs are not the real party in interest to assert the claims alleged in the

Petition against the insiders.

9. Pursuant to 28 U.S.C. § 1452 and Bankruptcy Rule 9027, Defendants hereby

remove the State Court Lawsuit against Defendants to the United States Bankruptcy Court for

the Southern District of Texas, the district within which the action was brought.

10. Pursuant to Bankruptcy Local Rule 9027, the names and addresses of the parties

to the suit which is being removed are:

HII Technologies 8588 Katy Freeway, Suite 430 Houston, Texas 77042 Sage Power Solutions, Inc. dba South Texas Power 8588 Katy Freeway, Suite 430 Houston, Texas 77042 Matthew C. Flemming 701 North Post Oak Road, Suite 400 Houston, Texas 77024 Chad Clary 8588 Katy Freeway, Suite 430 Houston, Texas 77042

11. The name, address, email, and telephone number of counsel are listed as follows:

Chapoton Sanders Scarborough LLP Attn: Annalee M. Pappas Two Riverway, Suite 1500 Houston, TX 77056 713-357-9712 [email protected]


mailto:[email protected]

4 McKool 1128475v1

12. Copies of all papers that have been filed in the court from which the State Court

Lawsuit is removed are attached.

NOTICE

13. Pursuant to Bankruptcy Rule 9027(b), copies of this Notice of Removal are being

served on all other parties to the State Court Lawsuit.

14. Pursuant to Bankruptcy Rule 9027(c), a copy of this Notice of Removal is being

filed with the Clerk of the 133rd Judicial District Court, Harris County, Texas, from which the

Removed Claims are removed.

ATTACHMENTS

15. Pursuant to Federal Rule of Bankruptcy Procedure 9027 and Bankruptcy Local

Rule 9027-1(b), the following are attached:

(a) Plaintiffs’ Original Petition;

(b) Returns of Service on Citation to the Debtors;

(c) Any other documents filed of record in the State Court Docket (as they are obtained).

16. Each of the attachments is a true and correct copy of the pleadings and orders

entered in the State Court Lawsuit.

CONCLUSION

17. For the reasons set out above, all claims of Plaintiff asserted against the

Defendants in the State Court Lawsuit are hereby removed to the United States Bankruptcy

Court for the Southern District of Texas, Victoria Division.


5 McKool 1128475v1

Dated: October 15, 2015. MCKOOL SMITH, P.C.

By: /s/ Hugh M. Ray, III

Hugh M. Ray, III State Bar No. 24004246 Christopher D. Johnson State Bar No. 24012913 Benjamin W. Hugon State Bar No. 24078702 600 Travis, Suite 7000 Houston, Texas 77002 Tel: 713-485-7300 Fax: 713-485-7344

Proposed Counsel for Debtors-in-Possession

CERTIFICATE OF SERVICE

The undersigned certifies that on October 15, 2015, a true and correct copy of this document was served via the ECF system to the parties on the ECF service list, and to the following parties via U.S. first class mail, postage prepaid: Chapoton Sanders Scarborough LLP Attn: Annalee M. Pappas Two Riverway, Suite 1500 Houston, TX 77056 Counsel for Plaintiff HII Technologies 8588 Katy Freeway, Suite 430 Houston, Texas 77042 Sage Power Solutions, Inc. dba South Texas Power 8588 Katy Freeway, Suite 430 Houston, Texas 77042

Matthew C. Flemming 701 North Post Oak Road, Suite 400 Houston, Texas 77024 Chad Clary 8588 Katy Freeway, Suite 430 Houston, Texas 77042

/s/ Hugh M. Ray, III Hugh M. Ray, III


HCDistrictclerk.com WORLDWIDE POWER PRODUCTS LLC vs. HIITECHNOLOGIES INC (TEXAS CORPORATION)

10/15/2015

Cause: 201542553 CDI: 7 Court: 133

APPEALS

No Appeals found.

COST STATMENTS

No Cost Statments found.

TRANSFERS

No Transfers found.

POST TRIAL WRITS

No Post Trial Writs found.

ABSTRACTS

No Abstracts found.

SETTINGS

No Settings found.

NOTICES

No Notices found.

SUMMARY

CASE DETAILSFile Date 7/23/2015

Case (Cause) Location Civil Intake 1st Floor

Case (Cause) Status Bankruptcy

Case (Cause) Type Debt/Contract - Debt/Contract

Next/Last Setting Date N/A

Jury Fee Paid Date N/A

COURT DETAILSCourt 133rd

Address 201 CAROLINE (Floor: 11)HOUSTON, TX 77002Phone:7133686200

JudgeName JACLENEL McFARLAND

Court Type Civil

ACTIVE PARTIES

Name Type PostJdgm

Attorney

WORLDWIDE POWER PRODUCTS LLC PLAINTIFF - CIVIL SANDERS,JEREMYJAMES

5711 BRITTMOORE, HOUSTON, TX 77041

HII TECHNOLOGIES INC (TEXAS CORPORATION) DEFENDANT - CIVIL

SAGE POWER SOLUTIONS INC (D/B/A SOUTHTEXAS POWER) (TEXAS CORPORATION)

DEFENDANT - CIVIL

FLEMMING, MATTHEW DEFENDANT - CIVIL

701 NORTH POST OAK ROAD SUITE 400,, HOUSTON, TX 77024

Office of Harris County District Clerk - Chris Daniel http://www.hcdistrictclerk.com/edocs/public/CaseDetailsPrinting.aspx?G...

1 of 3 10/15/2015 3:42 PM

Case 15-60070 Document 157-1 Filed in TXSB on 10/15/15 Page 1 of 3

SOUTH TEXAS POWER DEFENDANT - CIVIL

CLARY, CHAD DEFENDANT - CIVIL

HII TECHNOLOGIES INC (TEXAS CORPORATION)MAY BE SERVED BY SERVING ITS

REGISTERED AGENT

SAGE POWER SOLUTIONS INC (D/B/A SOUTHTEXAS POWER) (TEXAS CORPORATION)

REGISTERED AGENT

701 NORTH POST OAK ROAD SUITE 400, HOUSTON, TX 77024

INACTIVE PARTIES

No inactive parties found.

JUDGMENT/EVENTS

Date Description OrderSigned

PostJdgm

Pgs Volume/Page

FilingAttorney

PersonFiling

9/29/2015 BANKRUPTCY PROCEEDINGS,CASE ON HOLD

0

7/23/2015 ORIGINAL PETITION 0 SANDERS, JEREMYJAMES

WORLDWIDE POWERPRODUCTS LLC

SERVICES

Type Status Instrument Person Requested Issued Served Returned Received Tracking Deliver ToCITATION SERVICE ISSUED/IN

POSSESSION OFSERVING AGENCY

ORIGINALPETITION

CLARY, CHAD 7/23/2015 7/28/2015 73153016 CIVAGCY-CIVILIANSERVICEAGENCY

CITATIONCORPORATE

SERVICERETURN/EXECUTED

ORIGINALPETITION

HIITECHNOLOGIESINC (TEXASCORPORATION)MAY BESERVED BYSERVING ITS

7/23/2015 7/28/2015 8/18/2015 73153018 CIVAGCY-CIVILIANSERVICEAGENCY

CITATIONCORPORATE

SERVICERETURN/EXECUTED

ORIGINALPETITION

SAGE POWERSOLUTIONS INC(D/B/A SOUTHTEXAS POWER)(TEXASCORPORATION)

7/23/2015 7/28/2015 8/18/2015 73153019 CIVAGCY-CIVILIANSERVICEAGENCY

CITATION SERVICE ISSUED/INPOSSESSION OFSERVING AGENCY

ORIGINALPETITION

FLEMMING,MATTHEW

7/23/2015 7/28/2015 73153020 CIVAGCY-CIVILIANSERVICEAGENCY

DOCUMENTSNumber Document Post

JdgmDate Pgs

67239170 Suggestion of Bankruptcy 09/29/2015 3

·> 67239171 Exhibit A 09/29/2015 12

·> 67239172 Exhibit B 09/29/2015 9

66773108 Citation Corporate 08/26/2015 1

66773427 Citation Corporate 08/26/2015 1

66332921 Civil Case Information Sheet 07/23/2015 2

66332922 Clerk Letter 07/23/2015 4

66333381 Plaintiff's Original Petition and Request for Disclosure 07/23/2015 16


2 of 3 10/15/2015 3:42 PM


·> 66333385 Affidavit of Chuck Matthews 07/23/2015 4

·> 66333382 Exhibit A 07/23/2015 18

·> 66333383 Exhibit B 07/23/2015 10

·> 66333384 Exhibit C 07/23/2015 2


3 of 3 10/15/2015 3:42 PM


CAUSE NO. ____ _

WORLDWIDE POWER PRODUCTS, LLC § Plaintiff, §

V.

HII TECHNOLOGIES, INC. , SAGE POWER SOLUTIONS, INC. d/b/a SOUTH TEXAS POWER, MATTHEW C. FLEMMING, Individually, and CHAD CLARY, Individually

Defendants.

§ § § § § § § § §

IN THE DISTRICT COURT,

OF HARRIS COUNTY, TEXAS

JUDICIAL DISTRICT ---

PLAINTIFF'S ORIGINAL PETITION AND REQUEST FOR DISCLOSURE

Plaintiff files its Original Petition and Request for Disclosure, and respectfully shows the

Court as follows :

A. Discovery Control Plan

1. Plaintiff intends to conduct discovery under Level 2 pursuant to Texas Rule of

Civil Procedure 190.3.

B. Parties

2. Plaintiff Worldwide Power Products, LLC ("Plaintiff' or "WPP") is a Texas

limited liability company with its principal place of business at 5711 Brittmoore, Houston, Harris

County, Texas 77041.

3. Defendant HII Technologies, Inc. ("HII Technologies") is a Texas corporation

whose office is located at 8588 Katy Freeway, Suite 430, Houston, Texas 77042. HII

Technologies may be served with process by serving its registered agent, Matthew C. Flemming,

at 701 North Post Oak Road, Suite 400, Houston, Harris County, Texas.

1

7/23/2015 11:09:11 AMChris Daniel - District Clerk Harris County

Envelope No. 6192164By: Nelson Cuero

Filed: 7/23/2015 10:43:09 AM

7/23/2015�11:09:00�AMChris�Daniel�-�District�ClerkHarris�CountyEnvelope�No:�6192164By:�CUERO,�NELSONFiled:�7/23/2015�10:43:00�AM


4. Defendant Sage Power Solutions, Inc. d/b/a South Texas Power ("STP") is a

Texas corporation whose office is located at 8588 Katy Freeway, Suite 430, Houston, Texas

77042. STP may be served with process by serving its registered agent, Matthew C. Flemming,

at 701 North Post Oak Road, Suite 400, Houston, Harris County, Texas.

5. Defendant Matthew C. Flemming ("Flemming") is an individual resident of the

State of Texas. He may be served with process at 701 North Post Oak Road, Suite 400,

Houston, Harris County, Texas.

6. Defendant Chad Clary ("Clary") is an individual resident of the State of Texas.

He may be served with process at 8588 Katy Freeway, Suite 430, Houston, Harris County, Texas

77042 .

7. HII Technologies, STP, Flemming and Crady are collectively referred to herein as

"Defendants."

C. Jurisdiction and Venue

8. This case is within the jurisdictional limits of this Court, and this Court has

jurisdiction over this matter. Venue is proper in Harris County because it is the county in which

all or a substantial part of the events or omissions giving rise to the claims herein occurred.

Furthermore, the contract made the basis of this lawsuit was performable in Harris County. In

accordance with Rule 47 of the Texas Rules of Civil Procedure, Plaintiff currently seeks

monetary relief of over $100,000, but not more than $1 ,000,000, excluding exemplary damages,

penalties, costs, expenses, pre-judgment interest, and attorney' s fees .

D. Facts

9. Plaintiff is a worldwide provider of power-generation equipment to commercial

and industrial clients.

2


10. HII Technologies is an oilfield services company with operations m the

Southwest United States. STP is a mobile oilfield subsidiary of HII Technologies doing

business as "South Texas Power." Matthew C. Flemming is the Chief Executive Officer and

Director of HII Technologies. Chad Clary is an officer of STP. Both Flemming and Clary

actively participate as officers in the management of STP. At all times relevant to this suit,

Defendants were operating as one business enterprise.

11. Plaintiff has provided rental equipment (namely, power-generator units of various

sizes) and services to Defendants since September 2013 . From October 2014 to June 2015,

Defendants continued to use the equipment, but for whatever reason refused to pay Plaintiff for

the use of such equipment after numerous representations were made by Defendants to Plaintiff

that payments were forthcoming. The outstanding amount owed to Plaintiff by Defendants to

date is $115,651.56. See Invoices, attached hereto as Exhibit A and incorporated herein by

reference. In addition, Defendants leased the same equipment to third party customers as part of

Defendants' business during this time.

12. During all times relevant to this suit, both Flemming and Crady actively

represented to WPP that Defendants would compensate WPP for the equipment and services.

13. After several months of fraudulent representations to Plaintiff, Plaintiff finally

retrieved the equipment in June 2015 and Plaintiffs counsel sent a demand letter to each

defendant in this case. See Demand Letters, attached hereto as Exhibit B and incorporated herein

by reference. After Defendants did not formally respond to the letter or offer any further

payments, this petition was filed.

3


E. Causes of Action

Count 1 - Suit on Sworn Account

14. Plaintiff provided equipment and services to Defendants on an open account at

Defendants' special instance and request. The equipment and services were delivered in the

regular course of business. Defendants accepted and used the equipment and services and

became bound to pay Plaintiff its designated charges, which were reasonable and customary for

such equipment and services in the county and locale where rendered. See Affidavit of Chuck

Matthews, attached as Exhibit C and incorporated herein by reference.

15. This claim is just and true, it is due, and all lawful and just offsets, payments, and

credits have been allowed.

16. The principal balance currently due for Plaintiff on the account is $115,651 .56,

after allowing for all just and lawful offsets, payments, and credits.

17. Plaintiff also sues for prejudgment interest in such sum as allowed by law and as

the evidence may show.

18. This suit on sworn account is for liquidated damages under Rule 185 of the Texas

Rules of Civil Procedure as they can be calculated from factual allegations in this petition and

from the attached affidavit. Tex. R. Civ. P. 185.

Count 2 - Quantum Meruit

19. Equipment and services were rendered to Defendants by Plaintiff. As a direct

result, a benefit was conferred on Defendants in that Defendants were provided such equipment

and services for use in operations and for leasing of same to third parties. Defendants will be

unjustly enriched in the amount claimed by Plaintiff if allowed to retain the benefits conferred

4


without payment of the reasonable value of the equipment and services provided by Plaintiff to

Defendants as described above.

20. Plaintiff has been damaged and is entitled to recover the reasonable value of the

equipment and services provided to Defendants in the amount of $115,651.56 plus prejudgment

interest and costs.

Count 3 - Breach of Contract

21 . Plaintiff incorporates the foregoing paragraphs by reference.

22. Plaintiff and Defendants entered into valid, enforceable contracts.

23. Plaintiff is a proper party to sue for breach of contract.

24. Plaintiff performed, tendered performance, or was excused from performing its

contractual obligations.

25. Defendants breached the contracts and such breach caused Plaintiff injury.

26. Therefore, Plaintiff sues for breach of contract by Defendants in the amount of

$115,651.56, plus prejudgment interest and costs.

Count 4 -Fraud

27. Defendants are liable for injuries to Plaintiff as a result of fraud.

28. Defendants made representations to Plaintiff that Defendants would pay Plaintiff

for providing equipment and services as outlined in this petition. These representations were

material as they were vitally important to Plaintiff in making the decision to provide the

equipment and services. The representations made by Defendants were false . When Defendants

made the representations, Defendants knew the representations were false or made the

representations recklessly, as positive assertions, and without knowledge of their truth. Further,

Defendants made the representations with the intention that Plaintiff act on them and provide the

5


equipment and services to Defendants. Plaintiff relied on the representations and the

representations have caused injuries to Plaintiff.

29. Matthew C. Flemming serves as an officer, manager and/or member of both HII

Technologies and STP and is vicariously liable to Plaintiff for fraud. In his role as an officer,

manager and/or member of both HII Technologies and STP, Flemming caused both HII

Technologies and STP to be used for the purpose of perpetrating and did perpetrate an actual

fraud on Plaintiff primarily for the direct personal benefit of Flemming.

30. Chad Clary serves as an officer, manager and/or member of STP and is

vicariously liable to Plaintiff for fraud. In his role as an officer, manager and/or member of STP,

Clary caused STP to be used for the purpose of perpetrating and did perpetrate an actual fraud on

Plaintiff primarily for the direct personal benefit of Clary.

31. Plaintiff is entitled to damages as a result of Defendants' fraudulent actions.

Plaintiff also seeks exemplary damages for harm caused by Defendants ' actual fraud under

Texas Civil Practices & Remedies Code section 41.003(a)(l), as defined by section 41.001(6).

Plaintiff seeks recovery of attorney fees and costs because this fraud claim is inter-related with

the breach of contract claim and the prosecution of the breach of contract claim requires proof of

the same facts.

Count 5 -Negligent Misrepresentation

32. In the alternative, Defendants are liable for injuries to Plaintiff as a result of

negligent misrepresentation.

33 . Defendants made representations to Plaintiff that Defendants would pay Plaintiff

for providing equipment and services as outlined in this petition. Defendants supplied false

information for the guidance of Plaintiff and Defendants did not exercise reasonable care or

6


competence m communicating that Defendants would perform their obligations. Plaintiff

justifiably relied on the representations and Defendants ' negligent misrepresentations

proximately caused Plaintiffs injuries.

34. Plaintiff is entitled to damages as a result of Defendants' negligent

misrepresentations. Plaintiff also seeks exemplary damages for harm caused by Defendants'

negligent misrepresentations. Plaintiff is entitled to recover reasonable and necessary attorney

fees and costs as actual damages under principles of equity.

Count 6 - Attorney Fees and Costs

35. Due to the acts of Defendants, Plaintiff was forced to retain the undersigned

attorney to enforce payment and Defendants have therefore become liable to Plaintiff for its

reasonable and necessary attorney fees and costs in the prosecution of this suit in such sum as the

evidence may show. Defendants are also liable to Plaintiff for reasonable and necessary attorney

fees and costs in such sum as the evidence may show should this case be appealed to the Court of

Appeals and should there be further appealed to the Supreme Court of Texas.

F. Conditions Precedent

36. All conditions precedent to Plaintiffs right to recover from Defendants have

occurred, have been performed, or have been waived.

G. Request for Disclosure

37. Under Texas Rule of Civil Procedure 194, Plaintiff requests that Defendants

disclose, within 50 days of the service of this request, the information or material described in

Rule 194.2.

7


Prayer

For these reasons, Plaintiff prays that Defendants be cited to appear and answer this suit,

and, on final trial, that Plaintiff be awarded judgment against Defendants for the following:

a. All actual and consequential damages in the minimum amount of $115,651.56;

b. All applicable statutory damages;

c. All reasonable and necessary attorney fees and costs through the time of trial ;

d. All costs of court;

e. Pre-judgment and post-judgment interest at the highest rate allowed by law; and

f. All other relief to which Plaintiff may be legally or equitably entitled.

Respectfully submitted,

CHAPOTON SANDERS SCARBOROUGH LLP

By: ~?)1. forru-State Bar No. 24029823 Email: jsanders@,css-firm.com Annalee M. Pappas State Bar No. 13191800 Email: [email protected] Two Riverway, Suite 1500 Houston, Texas 77056 (713) 357-9712 (866) 636-3004 (fax)

ATTORNEYS FOR PLAINTIFF, WORLDWIDE POWER PRODUCTS, LLC

8


Exhibit A



WORLDWIDE POWER PRODUCTS

5711 Brittmoore Houston. TX 77041

Bill To

South Texas Power 8588 Katy Freeway, Suite 430 Houston, TX 77024

Item Description

Rl 01263 129kW Generator · WPP I 0 1263 10/1/2014- 10/1012014

RIOI 5 16 240kW Generator- WPP I 015 16 10/1/2014 - 10/31/2014

RIO I!!I8 250k W Generator - WPP I 0 1818 I 0/1/20 14 - I 0/31/20 14

R IO I427 200kW Generator- WPP 101427 I 0/23/20 14 - I 0/3 1120 14

R I00846 85kW Generator - WPP I 00846 10/1/2014- 10/18/2014

RI01244 60kW Gcncnuor - WPP I 01244 I 011/201 4 - I 0117/20 14

RIOI262 129kW Generator- WPP I 01262 I 0/1/20 14- I 0/31/2014

Rl00838 7:ikW Generator - WPP I OOf\38 I 011/201 4 - I 0/3 1/20 14

Rl 01970 240kW Generator- WPP 101970 10/21/2014- 10/26/2014 10129/20 14- 10/31/20 14

R IOI649 250kW Generator- WPP 10164!) I 0/1/20 14 - I 0/3 1/20 14

Date

I 0/3 1/2014

Ship To

fnv-Q-0 10447 Charcoal Yard- Goliad

P.O. No . Terms

Due on receipt

Invoiced Rate

1.070.00

3.2 10.00

3.210.00

963.00

1.260.00

1.190.00

2,700.00

2.100.00

963.00

3.2 10.00

Subtotal

Tel: 71 3.434.2300 I Fax: 713.434.2394 I Emai l: controllcr@wpowerproduct~ .t:om Sales Tax (0.0%)

Wire lnstntctions Beneficiary: Worldwide Power Products Account: 20000776874 Bank: TBERIABANK 200 W Congress St Lafayenc, LA 7050 I ABA: 265270413 SWIFT: lBEAUS44

Total

Payments/Credits

Balance Due

Invoice

Invoice#

9063

lncoterm

Amount

1.070.00T

3.2 10.00T

3.210.00T

963.00T

1.260.00T

1.190.00T

2.700.00T

2.1 00.00T

963.00T

3.2 10.00T

$19,876.00

so.oo

$19.876.00

$().{)()

$19.876.00



5711 Brittmoorc Houston. TX 77041

Bill To


Item Description

Rl00846 85kW Generator- WPP 100846 Accident awaiting lnsuram:c

RI00845 85kW Generator - WPP 100845 11/1/2014 - 11/30/2014

Rl01427 200kW Generator- WPP 101427 11/1/2014- 11130/2014

RIO I 18 250kW Generator- WPP 101818 11/1/2014- 11/30/2014

R101970 240kW Gt:.nerator · WPP I 01970 11/112014- 11/30/2014

R10 1649 250kW Generator - WPP 101649 11/l/2014- 11/30/2014

RIOOS38 75kW Generator- WPP 100838 11/1/2014 . 11/30/2014

R101263 129k W Generator - WPP 1 01 263 11/l/201 4 - 11/30/2014

RIOIS16 240kW Generator - WPP I 01516 11/112014- 11/30/20 14

R101244 60kW Generator - WPP I 01244 11/1/2014 - 11/30/201 4

RI01262 129k W Generator - WPP I 0 1262 ll/1/2014 - 11/30/201 4

Date

11/30/2014

Ship To

In v-Q-010859

P.O. No . Terms

Due on receipt

Invoiced Rate

I 0.00

16 107.00

30 107.00

30 107.00

30 107.00

30 107.00

30 107.00

30 107.00

20 107.00

16 I 07.00

16 107.00

Subtotal

Tel: 713.434 .2300 I Fax: 713.434.2394 I Email : con [email protected] Sales Tax (0.0%)

Wire Instmctions Bcnc1iciary: Worldwide Power Product~ Account: 20000776874 Bank: IBERIABANK 200 W Congress St Lafayette. LA 70501 ABA: 26527041.> SW!Fr: IBEAUS44

Total

Payments/Credits

Balance Due

Invoice

Invoice#

9273

I nco term

Amount

O.OOT

1.712.00T

3.210.00T

3.210.00T

3,210.00T

3.210.00T

3.210.00T

3.21 0.00T

2. 140.00T

1.712.00T

1.712.00T

$26,536.00

$0.00

$26.536.00

$0.00

$26,536.00



5711 Brittmoorc Houston. TX 7704 I

Bi ll To


Item

RIOI651

Rl01818

RIOI263

Description

460k\V Generator - WPP I 0 I 65 I 12/11/2014- 12/31/2014 Standby 250k W General 1r - WPP I 0 181 S 12/1/2014 - 12/31/201 4 129kW Generator - WPP I 0 1263 12/1/2014 - 12/10/2014

Rental Service Labor 250 Hour service on returned DCA70 12/231201 4

Freight- Rental (R... Delivery - WPP 101651

Date

12/3112014

Ship To

Inv-Q-0 I I 268 I 55 1 Damon Road Tuleta, TX

P.O. No. Terms

Due on rccei pt

Invoiced Rate

21 107.00

31 107.00

10 107.00

300.00

1.187.00

Subtotal

Tel : 7 I 3.434.2300 I Fax: 713.434 .2394 I Ernail: contmller@wpol~wproduc ts.com Sales Tax (0.0%)

Wire Instructions Beneficiary: Worldwide Power Products Accou nt: 20000776874 Bank: IBERIABANK 200 W Congress St Lafayette. LA 7050 I ABA. 265270413 SWIFT: IBEAUS44

Total

Payments/Credits

Balance Due

Invoice

Invoice#

9542

I nco term

Amount

2,247.00T

J.317.00T

1.070.00T

300.00T

1.187.00T

$8.12 1.00

so.oo

$8, 12100

$0.00

$8.121.00



5711 Brittmoore Houston. TX 7704 I

Bill To


Item

RIOI651

RIOI970

Rl01427

RIOI263

RIOI649

Description

460k W Generator · WPP I 0165 I 111/2015-1131/2015 240kW Generator - WPP 10 1970 1/1/2015- 1/31/20 15 200kW Generator - WPP 101 427 1/1/2015-1131/20 15 129kW Generator - WPP I 01263 111/20 15-1/3112015 250kW Generator - WPP 1 0 1649 11112015-1131/2015

Date

1/31/20 15

Ship To

In v-Q-0 11829 15 I I Damon Road Tuleta, TX

P.O. No. Terms

Due on receipt

Invo iced Rate

31 107.00

3 1 107.00

31 107.00

31 90.00

31 107.00

Subtotal

Tel: 713.434 .2300 I Fax: 713.434.2394 I Emai l: [email protected] Sales Tax (0.0%)

Wire Instructions Beneficiary: Worldwide Power Products Account : 20000776874 Bank: IBERIABANK 200 W Congress St Lafaycllc, LA 7050 I ABA. 265270413 SW!Fr: !8EAUS44

Total

Payments/Credits

Balance Due

Invoice

Invoice#

9818

lncoterm

Amount

3.317.00T

3,317.00T

3.317.00T

2.790.00T

3,317.001'

$16,058.00

so.oo

$16.058.00

$0.00

$16.058.00



5711 Brittmoorc Houston , TX 77041

Bill To


Item

Rl 01651

Rl0 1649

RIOI970

RIOI263

Description

460k W Generator · WPP I 0 165 I 2/1/2015 - 2/28/20 15 250k\V Generator - WPP 10 1649 2/21/20 15 • 2/'!.8/20 15 240kW Generator- WPP I 01970 2/1/2015-2/10/2015 129kW Generator- WPP 101263 2/1/2015-2/10/2015

Date

2/28/2015

Ship To

Inv-Q-0 12252 I 5 I I Damon Road Tuleta, TX

P.O. No . Terms

Due on receipt

Invoiced Rate

28 107.00

8 107.00

10 107.00

1.070.00

Subtotal

Tel: 713.434.2300 I Fax : 713.434.2394 I Email: control lc.: r@wpowcrproduct~ .com Sales Tax (0.0%)

Wire Instructions Bcncticiary: Worldwide Power Products Account: 20000776874 Bank: IBERTABANK 200 W Congress St Lafayette. LA 7050 I ABA. 265270413 SWIFI': IBEAUS44

Total

Payments/Credits

Balance Due

Invoice

Invoice#

10033

lncoterm

Amount

2.996.00T

856.00T

1,070.00T

1.070.00T

$5.992.00

$0.00

$5.992.00

$0.00

$5.992.00



5711 Brittmoon; Houston. TX 7704 I

Bill To


Item

RIOI651

Rl01427

Rl0 1649

Rl 01263

RIOI970

Description

460kW Generator - WPP I 01651 03/01/2015-03/31/2015 200kW Generator - WPP I 01427 03/0 1/20 15-03/31/2015 250kW Generator - WPP 10 1649 03/0 1/2015-03/31/2015 129k W Generator - \VPP I 01263 03101/2015-03/3 1/2015 240kW Generator - WPP I 01970 03/0 1/20 15-03/J 1/2015

Date

3/31/2015

Ship To

In v -Q-0 12840

P.O. No. Terms

Due on receipt

Invoiced Rate

31 I 07.00

0 107.00

31 107.00

12 90.00

0 I 07.00

Subtotal

Tel : 713.434.2300 I Fax: 713.434.2394 I Email : controllcr(!!' wpow.::rproducts.com Sales Tax (0.0%)

Wi re Instructions Beneficiary: Worldwide Power Products Account : 20000776874 Bank: IBERIABANK 200 W Congress St Lafayette, LA 7050 I ABA. 265270413 SWIF-T: IBEAUS44

Total

Payments/Credits

Balance Due

Invoice

Invoice#

10404

lncoterm

Amount

3.317.00T

O.OOT

3.317.00T

I ,080.00T

O.OOT

$7.714.00

so.oo

$7.71 4.00

so.oo

$7.71 4.00



5711 Brittmoore Houston. TX 77041

Bill To


Item

Rl01651

Rl01970

RI01 427

RIOIM9

RIOI263

Description

400kW Generator - WPP 101651 April 1-30. 2015 240kW Generator - WPP I 0 1970 April 1-30.2015 200kW Generator - WPP 101427 April 1-30.2015 250kW Generator - WPP I 01649 April 1-30. 2015 129k W Generator - WPP I 0 1263 April 1-30.2015

Date

51612015

Ship To

Inv-Q-0 13320

P.O. No. Terms

Due on receipt

Invoiced Rate

30 107.00

30 107.00

30 107.00

30 107.00

30 90.00

Subtotal

Tel: 713.434.2300 I Fax: 713 .-134.2394 I Email: controllcr<ihvpowaproducts.com Sales Tax (0.0%)

Wire Instruc tions Beneficiary: Worldwide Power Products A.ccount: 20000776874 Bank: IBERIABANK 200 W Congress St Lafayette, LA 7050 I ABA: 265270413 SWIFT: IBEAUS44

Total

Payments/Credits

Balance Due

Invoice

Invoice#

10676

lncoterm

Amount

3.210.00T

3.210.00T

3.210.00T

3.210.00T

2.700.00T

$15.540.00

0.00

$15,540.00

$0.00

$15.540.00


WORLDWIDE P 0 \'J E R P R 0 D U C T S

5711 Brlttmoore Rd. Houston, TX 77041 Direct: 713-538-2090 Main: 713-434--2300

Bill To:

RENTAL INVOICE Invoice #: lnv-Q-013900

Contract 00001161 Date: 06/09/2015

P.O. No. Terms

Due on Receipt South Texas Power/KMHVC 8588 Katy Freeway, Suite 430 Houston, TX 77024

Customer Contact Preference:

A/P Email: [email protected] CC Email: [email protected]

Item Description Qty Amount

101970 240KW $107 /day- May 1-31, 2015 31 $3,317.00

101649 250KW $107/- May 1-31,2015 31 $3,317.00

101427 200KW $107 /day- May 1-31, 2015 31 $3,317.00

101263 129KW $90/day- May 1-31, 2015 31 $2,790.00

Damage to units: 101427, jackstand repair & service, 101970 Kill Switch/battery/service, 101649 Em. stop 1 $754.00

button. batterv. lue. 101263. em button. new tire.

Fuel - 166 gallons added to 101649 at check-in 166 $1,079.00

Pick up units 6/3/2015 101427 & 101970 1 $3,416.00

Pick up units 6/3/2015 101263 & 101649 1 $2,824.56

Prepared by: [email protected] · Subtotal $20,814.56

TERP Tax (2.00%) $0.00

Sales Tax (8.25%) $0.00

Balance Due: $20,814.56


Exhibit B



I

CHAPOTON I SANDERS I SCARBOROUGH LLP

JEREMY J. SANDERS PARTNER

DIRECT: 713.357.9712

[email protected] WWW.CSS-FIRM.COM

June 12, 2015

Via U.S. Mail Mr. Matthew C. Flemming HII Technologies, Inc. 8588 Katy Freeway Suite 430 Houston, Texas 77042

Re: Demand for Payment- Sage Power Solutions, Inc. d/b/a South Texas Power

Dear Mr. Flemming:

This fum has been retained by Worldwide Power Products ("WPP") to collect a debt owed to it pursuant to equipment rental and services performed by WPP at the request of Sage Power Solutions, Inc. d/b/a South Texas Power ("STP"). I have attached the outstanding invoices describing the equipment/services and detailing the amounts due. As of the date of this letter, a balance of $120,651.56, exclusive of attorney fees and interest, is due and owing to WPP for the equipment rental and services performed. It has also come to our attention that STP has been renting this same equipment to third parties and collecting payments for same.

You have been aware of this payment issue. My client has been patient and requested your timely payment on several occasions and you have ignored these requests. Accordingly, I have been instructed to make only one demand for payment. If this amount is not paid in full within ~ (1) days of the date of this letter, I have been instructed to, and shall, file suit against STP, HII Technologies, Inc., Chad Crady and you (individually) for fraud, as well as breach of contract and other claims, in the recovery of this amount, together with the recovery of any and all commercial and consequential losses suffered or to be suffered by WPP, attorney fees, prejudgment interest and other expenses incurred by WPP. In the event of filing suit, we intend to utilize all remedies allowable 'under applicable law.

This letter constitutes formal demand for immediate payment of this amount. Please direct your payments to me at this office. Should you delay and/or refuse to pay this debt, additional interest, charges and attorney fees will continue to accrue to this debt pursuant to applicable law.

TWO RIVERWAY I SUITE 1500 I HOUSTON, TEXAS 77056 I MAIN 713.357.9710 I FAX 713.357.9690


/ ' I

Demand Letter to Matthew Flemming June 12,2015 Page2

Please be advised that this is a serious matter that concerns the owners and management of HII Technologies, Inc. and STP. WPP may proceed with legal action without further notice. If! have not heard from you by the stated deadline, I have been authorized to initiate formal proceedings.

Nothing contained herein constitutes a waiver or election of any rights or remedies which WPP has against HII Technologies, Inc., STP, Chad Crady and/or you. It is the intention of WPP to retain all rights and remedies available under applicable law. Any delay on the part of WPP in taking any action to collect the amounts owed does not constitute a waiver of the right to take such action at any time.

It is unfortunate that this type of demand letter has to be sent. However, the time for payment has passed and you need to be aware of the consequences of continued non-payment. Thank you for your immediate attention to this matter. I look forward to hearing from you.

JJS/ep

Enclosures

cc: Via U.S. Mail Mr. Chad Crady

Sincerely,

Sage Power Solutions, Inc. d/b/a South Texas Power 8588 Katy Freeway Suite 430 Houston, Texas 77042



JEREMY J. SANDERS PARTNER

DIRECT: 713.357.9712

[email protected]

WWW.CSS-FIRM.COM

June 12, 2015

Vw U.S. Mail Mr. Chad Crady Sage Power Solutions, Inc. d/b/a South Texas Power 8588 Katy Freeway Suite 430 Houston, Texas 77042

Re: Demand for Payment- Sage Power Solutions, Inc. d/b/a South Texas Power

Dear Mr. Crady:

This finn has been retained by Worldwide Power Products ("WPP") to collect a debt owed to it pursuant to equipment rental and services performed by WPP at the request of Sage Power Solutions, Inc. d/b/a South Texas Power ("STP"). I have attached the outstanding invoices describing the equipment/services and detailing the amounts due. As of the date of this letter, a balance of $120,651.56, exclusive of attorney fees and interest, is due and owing to WPP for the equipment rental and services performed. It has also come to our attention that STP has been renting this same equipment to third parties and collecting payments for same.

You have been aware of this payment issue. My client has been patient and requested your timely payment on several occasions and you have ignored these requests. Accordingly, I have been instructed to make only one demand for payment. If this amount is not paid in full within ~ (7) days of the date of this letter, I have been instructed to, and shall, file suit against STP. HII Technologies, Inc., Matthew Flemming and you (individually) for fraud, as well as breach of contract and other claims, in the recovery of this amount, together with the recovery of any and all commercial and consequential losses suffered or to be suffered by WPP, attorney fees, prejudgment interest and other expenses incurred by WPP. In the event of filing suit, we intend to utilize all remedies allowable under applicable law.

This letter constitutes formal demand for immediate payment of this amount. Please direct your payments to me at this office. Should you delay and/or refuse to pay this debt, additional interest, charges and attorney fees will continue to accrue to this debt pursuant to applicable law.



Demand Letter to Chad Crady June 12,2015 Page2

Please . be advised that this is a serious matter that concerns the owners and management of HII Technologies, Inc. and STP. WPP may proceed with legal action without further notice. Ifl have not heard from you by the stated deadline, I have been authorized to initiate formal proceedings.

Nothing contained herein constitutes a waiver or election of any rights or remedies which WPP has against HII Technologies, Inc., STP, Matthew Flemming and/or you. It is the intention of WPP to retain all rights and remedies available under applicable law. Any delay on the part of WPP in taking any action to collect the amounts owed does not constitute a waiver of the right to take such action at any time.

It is unfortunate that this type of demand letter has to be sent. However, the time for payment has passed and you need to be aware of the consequences of continued non-payment. Thank you for your immediate attention to this matter. I look forward to hearing from you.

JJS/ep

Enclosures

cc: Via U.S. Mail Mr. Matthew Flemming HII Technologies, Inc. 8588 Katy Freeway Suite 430 Houston, Texas 77042


Exhibit C



CAUSE NO. ________ _

WORLDWIDE POWER PRODUCTS, LLC § IN THE DISTRlCT COURT, Plaintiff, §

v.

HIJ TECHNOLOGIES, INC., SAGE POWER SOLUTIONS, INC. d/b/a SOUTH TEXAS POWER, MATTHEW C. FLEMMING, Individually, and CHAD CLARY, Individually

§ § § § § § § § §

OF HARRIS COUNTY, TEXAS

Defendants. ___ JUDICIAL DISTRlCT

AFFIDAVIT OF CHUCK MATTHEWS

STATE OF TEXAS § §

COUNTY OF HARRIS §

BEFORE ME, the undersigned authority, on this day personally appeared Chuck

Matthews, known to me to be the person whose name is subscribed below. Mr. Matthews swore

on his oath as follows:

l. "My name is Chuck Matthews. I am over the age of eighteen (18) years, am of sound mind, and suffer no legal disabilities. I am fully competent to testify to the matters stated herein. I have personal knowledge of the facts stated in this Affidavit and am in all respects qualified to make the same.

2. Further, I swear under penalty of petjury that the contents of this Affidavit are true and cotTect and based on my personal knowledge.

3. I am Chief Financial Officer for Worldwide Power Products, LLC ("WPP").

4. I have read the attached Plaintiffs Original Petition and Request for Disclosure ("Original Petition") and all the facts contained therein pet1aining to WPP's claims are true and correct.

5. A copy of the unpaid Invoices are attached to the Original Petition as Exhibit A and such documentation is incorporated herein by reference. Exhibit A represents records kept by WPP in the regular course of business, and it was the regular course of business of WPP for an employee or representative with knowledge of the act, event, or condition to rnal<e the record or transmit the information to be



included in such records. The records were made at or near the time or reasonably soon thereafter. The records attached to the Original Petition are exact duplicates of the original.

6. Pursuant to Defendants' requests, WPP agreed to provide Defendants with valuable equipment and services. WPP provided the agreed equipment and services as requested by Defendant.

7. The fees charged and costs incurred by WPP for providing the equipment and services to Defendants were at the special insistence and request of Defendants. Defendants owe WPP the current outstanding amount of $115,651.56 as the reasonable amount charged for the equipment and services provided to Defendants by WPP, exclusive of interest and attorney fees, after all just and lawful offsets, payments, and credits have been applied.

8. I am familiar with the fees and prices customarily charged for the equipment and services such as those WPP provided to Defendants and familiar with the prices customarily charged for similar equipment and services in the industry.

Fm1her affiant sayeth not."

Chuck Matthews Worldwide Power Products, LLC

rd SUBSCRJBED AND SWORN TO BEFORE ME on the 21 day of July, 2015, to certify which witness my hand and seal of office .

e MARY JO MERCER Notary Public, State of TexH

My Commlaelon ExplrH MAY 08 2018

2

. 0~. d for the State of Texas






Annalee M. Pappas

Senior Counsel

DIRECT: 713.357.9714

[email protected]

WWW.CSS-FIRM.COM

July 22, 2015

ViaE-File Honorable Chris Daniel Harris County District Clerk 201 Caroline, Suite 420 Houston, Texas 77002

RE: Cause No. ; Worldwide Power Products, LLC. v. HII Technologies, Inc. , Sage Power Solutions, Inc. d/b/a South Texas Power, Matthew C. Flemming, Individually, and Chad Clary, Individually; In the Judicial District Court of Harris County, Texas.

Dear Sir:

Plaintiffs Original Petition has been e-filed in the above-referenced matter. The appropriate citation fees and copy charges have been paid by my firm through e-file. Accordingly, please issue citation for the following Defendants:

HII Technologies, Inc. 8588 Katy Freeway, Suite 430 Houston, Texas, 77042

Sage Power Solutions, Inc. d/b/a South Texas Power 8588 Katy Freeway, Suite 430 Houston, Texas, 77042

Matthew C. Flemming 701 North Post Oak Road, Suite 400 Houston, Texas, 77024

Chad Clary 8588 Katy Freeway, Suite 430 Houston, Texas, 77042

Plaintiffs counsel will arrange for retrieval of the citation and private service on the Defendants. Please notify Plaintiffs counsel when the citation is ready for retrieval at the following email address: apappas(a!css-firm.com





Thank you for your cooperation in this matter. If I can provide additional assistance or information, please call me directly at 713-357-9714.

Very truly yours,

~P?:::s ~U-



8/26/2015 1:21:18 PMChris Daniel - District Clerk Harris County

Envelope No. 6661247By: JIMMY RODRIGUEZ

Filed: 8/26/2015 1:21:18 PM




Filed: 8/26/2015 1:26:23 PM


1 McKool 1125714v1

CASE NO. 2015-42553 WORLDWIDE POWER PRODUCTS, LLC § IN THE DISTRICT COURT Plaintiff § § VS. § OF HARRIS COUNTY, TEXAS § HII TECHNOLOGIES, INC., SAGE § POWER SOLUTIONS, INC. d/b/a § SOUTH TEXAS, POWER, MATTHEW § C. FLEMMING, Individually, and § CHAD CLARY, Individually § Defendants § 133rd JUDICIAL DISTRICT

SUGGESTION OF BANKRUPTCY

PLEASE TAKE NOTICE that on September 18, 2015 (the “Petition Date”), HII

Technologies, Inc. (“HII”) and its affiliated debtors, including Sage Power Solutions, Inc.

(“Sage”) (collectively, the “Debtors”)1 filed voluntary petitions seeking bankruptcy protection

under chapter 11 of title 11 of the United States Code (11 U.S.C. § 101, et seq.) (“Bankruptcy

Code”) in the United States Bankruptcy Court for the Southern District of Texas, Victoria

Division (the “Bankruptcy Court”). The bankruptcy cases are jointly administered under case

no. 15-60070 (DRJ) (the “Bankruptcy Cases”). Copies of HII’s and Sage’s chapter 11 petitions

are attached hereto as Exhibits A and B, respectively.

PLEASE BE ADVISED that pursuant to section 362(a) of the Bankruptcy Code (the

“Automatic Stay”), the filing of a bankruptcy petition “operates as a stay, applicable to all

entities,” of “the commencement or continuation, including the issuance or employment of

process, of a judicial, administrative, or other action or proceeding against the debtor that was or

could have been commenced before the commencement of the case under [the Bankruptcy

Code], or to recover a claim against the debtor that arose before the commencement of the

1 The Debtors are: (i) Apache Energy Services, LLC; (ii) Aqua Handling of Texas, LLC; (iii) HII Technologies,

Inc.; (iv) Sage Power Solutions, Inc. fka KMHVC, Inc.; and (v) Hamilton Investment Group, Inc.



Filed: 9/29/2015 4:37:30 PM


2 McKool 1125714v1

[bankruptcy] case” and of “any act to obtain possession of property of the estate or of property

from the estate or to exercise control over property of the estate.” 11 U.S.C. §§ 362(a)(1) &

362(a)(3).

PLEASE BE FURTHER ADVISED that any action taken against the Debtors, without

obtaining relief from the Automatic Stay from the Bankruptcy Court, may be void and may result

in a finding of contempt for violation of the Automatic Stay. The Debtors reserve and retain

their statutory right to seek relief in the Bankruptcy Court from any judgment, order, or ruling

entered in violation of the Automatic Stay. If the Court or any parties have questions about the

Bankruptcy Cases or this notice, bankruptcy counsel for the Debtors may be contacted as

follows:

MCKOOL SMITH PC Attn: Hugh M. Ray, III 600 Travis, Suite 7000 Houston, Texas 77002

Tel: 713-485-7300 Fax: 713-485-7344

Dated: September 29, 2015.

MCKOOL SMITH, P.C.

By: /s/ Hugh M. Ray, III Hugh M. Ray, III State Bar No. 24004246 600 Travis, Suite 7000 Houston, Texas 77002 Tel: 713-485-7300 Fax: 713-485-7344

Proposed Counsel for Debtors-in-Possession


3 McKool 1125714v1

CERTIFICATE OF SERVICE

I hereby certify on September 29, 2015, a true copy of the above and attached was sent to Plaintiff’s counsel by U.S. certified mail, return receipt requested.

/s/ Hugh M. Ray, III Hugh M. Ray, III


EXHIBIT A


}bk1{Form 1. Voluntary Petition}bk{

B1 (Official Form 1)(04/13)

United States Bankruptcy Court Voluntary Petition

Name of Debtor (if individual, enter Last, First, Middle):

All Other Names used by the Debtor in the last 8 years(include married, maiden, and trade names):

Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN(if more than one, state all)

Street Address of Debtor (No. and Street, City, and State):

County of Residence or of the Principal Place of Business:

Mailing Address of Debtor (if different from street address):

Location of Principal Assets of Business Debtor(if different from street address above):

Name of Joint Debtor (Spouse) (Last, First, Middle):

All Other Names used by the Joint Debtor in the last 8 years(include married, maiden, and trade names):

Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN(if more than one, state all)

Street Address of Joint Debtor (No. and Street, City, and State):


Mailing Address of Joint Debtor (if different from street address):

ZIP Code ZIP Code

ZIP Code ZIP Code

Type of Debtor

(Form of Organization) (Check one box)

Individual (includes Joint Debtors) See Exhibit D on page 2 of this form.

Corporation (includes LLC and LLP) Partnership Other (If debtor is not one of the above entities,

check this box and state type of entity below.)

Chapter 15 Debtors Country of debtor's center of main interests:

Each country in which a foreign proceeding by, regarding, or against debtor is pending:

Filing Fee (Check one box)

Full Filing Fee attached

Filing Fee to be paid in installments (applicable to individuals only). Mustattach signed application for the court's consideration certifying that thedebtor is unable to pay fee except in installments. Rule 1006(b). See OfficialForm 3A.

Filing Fee waiver requested (applicable to chapter 7 individuals only). Mustattach signed application for the court's consideration. See Official Form 3B.

Nature of Business(Check one box)

Health Care Business Single Asset Real Estate as defined

in 11 U.S.C. § 101 (51B) Railroad Stockbroker Commodity Broker Clearing Bank Other

Tax-Exempt Entity(Check box, if applicable)

Debtor is a tax-exempt organizationunder Title 26 of the United StatesCode (the Internal Revenue Code).

Chapter of Bankruptcy Code Under Whichthe Petition is Filed (Check one box)

Chapter 7 Chapter 9 Chapter 11 Chapter 12 Chapter 13

Chapter 15 Petition for Recognitionof a Foreign Main Proceeding

Chapter 15 Petition for Recognitionof a Foreign Nonmain Proceeding

Nature of Debts(Check one box)

Debts are primarily consumer debts, Debts are primarilydefined in 11 U.S.C. § 101(8) as business debts."incurred by an individual primarily fora personal, family, or household purpose."

Chapter 11 DebtorsCheck one box:Debtor is a small business debtor as defined in 11 U.S.C. § 101(51D).Debtor is not a small business debtor as defined in 11 U.S.C. § 101(51D).

Check if:Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates)are less than $2,490,925 (amount subject to adjustment on 4/01/16 and every three years thereafter).

Check all applicable boxes:A plan is being filed with this petition.

Acceptances of the plan were solicited prepetition from one or more classes of creditors,in accordance with 11 U.S.C. § 1126(b).

THIS SPACE IS FOR COURT USE ONLYStatistical/Administrative InformationDebtor estimates that funds will be available for distribution to unsecured creditors.

Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors.

Estimated Number of Creditors

1- 50- 100- 200- 1,000- 5,001- 10,001- 25,001- 50,001- OVER49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000

Estimated Assets

$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion

million million million million million

Estimated Liabilities



Southern District of Texas

Apache Energy Services, LLC

DBA AES Water Solutions; DBA AES Safety Services

45-4384404

793 Charco StreetGoliad, TX

Goliad

8588 Katy Freeway, Suite 430Houston, TX

77963

77024

Case 15-60069 Document 1 Filed in TXSB on 09/18/15 Page 1 of 8Case 15-60070 Document 157-2 Filed in TXSB on 10/15/15 Page 38 of 57

B1 (Official Form 1)(04/13) Page 2

Voluntary Petition

(This page must be completed and filed in every case)

Name of Debtor(s):

All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet)

Location Case Number: Date Filed:Where Filed:


Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet)

Name of Debtor: Case Number: Date Filed:

District: Relationship: Judge:

Exhibit A

(To be completed if debtor is required to file periodic reports (e.g.,forms 10K and 10Q) with the Securities and Exchange Commissionpursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934and is requesting relief under chapter 11.)

Exhibit A is attached and made a part of this petition.

Exhibit CDoes the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?

Yes, and Exhibit C is attached and made a part of this petition.

No.

Exhibit D(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)

Exhibit D completed and signed by the debtor is attached and made a part of this petition.

If this is a joint petition:

Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.

Information Regarding the Debtor - Venue

(Check any applicable box)

Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.

There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.

Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States inthis District, or has no principal place of business or assets in the United States but is a defendant in an action orproceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the reliefsought in this District.

Certification by a Debtor Who Resides as a Tenant of Residential Property(Check all applicable boxes)

Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)

(Name of landlord that obtained judgment)

(Address of landlord)

Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to curethe entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and

Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day periodafter the filing of the petition.

Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. § 362(l)).

Exhibit B(To be completed if debtor is an individual whose debts are primarily consumer debts.)

I, the attorney for the petitioner named in the foregoing petition, declare that Ihave informed the petitioner that [he or she] may proceed under chapter 7, 11,12, or 13 of title 11, United States Code, and have explained the relief availableunder each such chapter. I further certify that I delivered to the debtor the noticerequired by 11 U.S.C. §342(b).

XSignature of Attorney for Debtor(s) (Date)


- None -

See Attachment



Voluntary Petition


Name of Debtor(s):

SignaturesSignature(s) of Debtor(s) (Individual/Joint)

I declare under penalty of perjury that the information provided in thispetition is true and correct.[If petitioner is an individual whose debts are primarily consumer debts andhas chosen to file under chapter 7] I am aware that I may proceed underchapter 7, 11, 12, or 13 of title 11, United States Code, understand the reliefavailable under each such chapter, and choose to proceed under chapter 7.[If no attorney represents me and no bankruptcy petition preparer signs thepetition] I have obtained and read the notice required by 11 U.S.C. §342(b).

I request relief in accordance with the chapter of title 11, United States Code,specified in this petition.

XSignature of Debtor

XSignature of Joint Debtor

Telephone Number (If not represented by attorney)

Date

Signature of Attorney*

XSignature of Attorney for Debtor(s)

Printed Name of Attorney for Debtor(s)

Firm Name

Address

Telephone Number

Date*In a case in which § 707(b)(4)(D) applies, this signature also constitutes acertification that the attorney has no knowledge after an inquiry that theinformation in the schedules is incorrect.

Signature of Debtor (Corporation/Partnership)

I declare under penalty of perjury that the information provided in thispetition is true and correct, and that I have been authorized to file this petitionon behalf of the debtor.

The debtor requests relief in accordance with the chapter of title 11, UnitedStates Code, specified in this petition.

XSignature of Authorized Individual

Printed Name of Authorized Individual

Title of Authorized Individual

Date

Signature of a Foreign Representative I declare under penalty of perjury that the information provided in this petitionis true and correct, that I am the foreign representative of a debtor in a foreignproceeding, and that I am authorized to file this petition.

(Check only one box.)

I request relief in accordance with chapter 15 of title 11. United States Code.Certified copies of the documents required by 11 U.S.C. §1515 are attached.

Pursuant to 11 U.S.C. §1511, I request relief in accordance with the chapterof title 11 specified in this petition. A certified copy of the order grantingrecognition of the foreign main proceeding is attached.

XSignature of Foreign Representative

Printed Name of Foreign Representative

Date

Signature of Non-Attorney Bankruptcy Petition Preparer

I declare under penalty of perjury that: (1) I am a bankruptcy petitionpreparer as defined in 11 U.S.C. § 110; (2) I prepared this document forcompensation and have provided the debtor with a copy of this documentand the notices and information required under 11 U.S.C. §§ 110(b),110(h), and 342(b); and, (3) if rules or guidelines have been promulgatedpursuant to 11 U.S.C. § 110(h) setting a maximum fee for serviceschargeable by bankruptcy petition preparers, I have given the debtor noticeof the maximum amount before preparing any document for filing for adebtor or accepting any fee from the debtor, as required in that section.Official Form 19 is attached.

Printed Name and title, if any, of Bankruptcy Petition Preparer

Social-Security number (If the bankrutpcy petition preparer is notan individual, state the Social Security number of the officer,principal, responsible person or partner of the bankruptcy petitionpreparer.)(Required by 11 U.S.C. § 110.)

Address

X

Date

Signature of bankruptcy petition preparer or officer, principal, responsibleperson,or partner whose Social Security number is provided above.

Names and Social-Security numbers of all other individuals who prepared orassisted in preparing this document unless the bankruptcy petition preparer isnot an individual:

If more than one person prepared this document, attach additional sheetsconforming to the appropriate official form for each person.

A bankruptcy petition preparer’s failure to comply with the provisions oftitle 11 and the Federal Rules of Bankruptcy Procedure may result infines or imprisonment or both. 11 U.S.C. §110; 18 U.S.C. §156.


/s/ Hugh M. Ray, III

Hugh M. Ray, III 24004246

McKool Smith PC

600 Travis Suite 7000Houston, TX 77002-3018

713-485-7300 Fax: 713-485-7344

September 18, 2015

Loretta R. Cross

/s/ Loretta R. Cross

Chief Restructuring Officer

September 18, 2015


In re,

Debtor

Case No.Apache Energy Services, LLC

FORM 1. VOLUNTARY PETITION

Pending Bankruptcy Cases Filed Attachment

Name of Debtor / District Case No. / Relationship Date Filed / Judge

Aqua Handling of Texas, LLCSouthern District of Texas, Victoria Division Affiliate

Hamilton Investment Group, Inc.Southern District of Texas, Victoria Division Affiliate

HII Technologies, Inc.Southern District of Texas, Victoria Division Parent

Sage Power Solutions, Inc.Southern District of Texas, Victoria Division Affiliate






EXHIBIT B


















ZIP Code ZIP Code

ZIP Code ZIP Code

Type of Debtor





























1- 50- 100- 200- 1,000- 5,001- 10,001- 25,001- 50,001- OVER49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000

Estimated Assets







Sage Power Solutions, Inc.

FKA KMHVC, Inc.; DBA South Texas Power; DBA STP

20-2091210

1551 Damron StreetBeeville, TX

Bee


78102

77024



Voluntary Petition


Name of Debtor(s):







Exhibit A





No.





















- None -

See Attachment


EXHIBIT B


















ZIP Code ZIP Code

ZIP Code ZIP Code

Type of Debtor





























1- 50- 100- 200- 1,000- 5,001- 10,001- 25,001- 50,001- OVER49 99 199 999 5,000 10,000 25,000 50,000 100,000 100,000

Estimated Assets








FKA KMHVC, Inc.; DBA South Texas Power; DBA STP

20-2091210

1551 Damron StreetBeeville, TX

Bee


78102

77024



Voluntary Petition


Name of Debtor(s):







Exhibit A





No.





















- None -

See Attachment



Voluntary Petition


Name of Debtor(s):

SignaturesSignature(s) of Debtor(s) (Individual/Joint)

I declare under penalty of perjury that the information provided in thispetition is true and correct.[If petitioner is an individual whose debts are primarily consumer debts andhas chosen to file under chapter 7] I am aware that I may proceed underchapter 7, 11, 12, or 13 of title 11, United States Code, understand the reliefavailable under each such chapter, and choose to proceed under chapter 7.[If no attorney represents me and no bankruptcy petition preparer signs thepetition] I have obtained and read the notice required by 11 U.S.C. §342(b).

I request relief in accordance with the chapter of title 11, United States Code,specified in this petition.

XSignature of Debtor

XSignature of Joint Debtor

Telephone Number (If not represented by attorney)

Date

Signature of Attorney*

XSignature of Attorney for Debtor(s)

Printed Name of Attorney for Debtor(s)

Firm Name

Address

Telephone Number

Date*In a case in which § 707(b)(4)(D) applies, this signature also constitutes acertification that the attorney has no knowledge after an inquiry that theinformation in the schedules is incorrect.

Signature of Debtor (Corporation/Partnership)

I declare under penalty of perjury that the information provided in thispetition is true and correct, and that I have been authorized to file this petitionon behalf of the debtor.

The debtor requests relief in accordance with the chapter of title 11, UnitedStates Code, specified in this petition.

XSignature of Authorized Individual

Printed Name of Authorized Individual

Title of Authorized Individual

Date

Signature of a Foreign Representative I declare under penalty of perjury that the information provided in this petitionis true and correct, that I am the foreign representative of a debtor in a foreignproceeding, and that I am authorized to file this petition.

(Check only one box.)

I request relief in accordance with chapter 15 of title 11. United States Code.Certified copies of the documents required by 11 U.S.C. §1515 are attached.

Pursuant to 11 U.S.C. §1511, I request relief in accordance with the chapterof title 11 specified in this petition. A certified copy of the order grantingrecognition of the foreign main proceeding is attached.

XSignature of Foreign Representative

Printed Name of Foreign Representative

Date

Signature of Non-Attorney Bankruptcy Petition Preparer

I declare under penalty of perjury that: (1) I am a bankruptcy petitionpreparer as defined in 11 U.S.C. § 110; (2) I prepared this document forcompensation and have provided the debtor with a copy of this documentand the notices and information required under 11 U.S.C. §§ 110(b),110(h), and 342(b); and, (3) if rules or guidelines have been promulgatedpursuant to 11 U.S.C. § 110(h) setting a maximum fee for serviceschargeable by bankruptcy petition preparers, I have given the debtor noticeof the maximum amount before preparing any document for filing for adebtor or accepting any fee from the debtor, as required in that section.Official Form 19 is attached.

Printed Name and title, if any, of Bankruptcy Petition Preparer

Social-Security number (If the bankrutpcy petition preparer is notan individual, state the Social Security number of the officer,principal, responsible person or partner of the bankruptcy petitionpreparer.)(Required by 11 U.S.C. § 110.)

Address

X

Date

Signature of bankruptcy petition preparer or officer, principal, responsibleperson,or partner whose Social Security number is provided above.

Names and Social-Security numbers of all other individuals who prepared orassisted in preparing this document unless the bankruptcy petition preparer isnot an individual:

If more than one person prepared this document, attach additional sheetsconforming to the appropriate official form for each person.

A bankruptcy petition preparer’s failure to comply with the provisions oftitle 11 and the Federal Rules of Bankruptcy Procedure may result infines or imprisonment or both. 11 U.S.C. §110; 18 U.S.C. §156.


/s/ Hugh M. Ray, III

Hugh M. Ray, III 24004246

McKool Smith PC

600 Travis Suite 7000Houston, TX 77002-3018

713-485-7300 Fax: 713-485-7344

September 18, 2015

Loretta R. Cross

/s/ Loretta R. Cross

Chief Restructuring Officer

September 18, 2015


In re,

Debtor

Case No.Sage Power Solutions, Inc.

FORM 1. VOLUNTARY PETITION

Pending Bankruptcy Cases Filed Attachment

Name of Debtor / District Case No. / Relationship Date Filed / Judge

Apache Energy Services, LLCSouthern District of Texas, Victoria Division Affiliate

Aqua Handling of Texas, LLCSouthern District of Texas, Victoria Division Affiliate

Hamilton Investment Group, Inc.Southern District of Texas, Victoria Division Affiliate

HII Technologies, Inc.Southern District of Texas, Victoria Division Parent






Documents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE …cases.gcginc.com/hii/pdflib/157_60070.pdf · 2015-10-22 · 3. Defendant HII Technologies, Inc. ("HII Technologies") is a Texas corporation