Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy
page 1
Fill in this information to identify the case:
United States Bankruptcy Court for the:
District of Delaware
(State)
Case number (if known):
Chapter
11
☐ Check if this is an
amended filing
Official Form 201
Voluntary Petition for Non-Individuals Filing for
Bankruptcy
04/19
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the
case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is
available.
1. Debtor’s Name
PES Energy Inc.
N/A
2. All other names debtor used
in the last 8 years
Include any assumed names,
trade names, and doing
business as names
3. Debtor’s federal Employer
Identification Number (EIN)
83-1160661
4. Debtor’s address
Principal place of business
1735 Market Street, 11th Floor
Mailing address, if different from principal place
of business
Number Street
Number Street
Philadelphia, Pennsylvania 19103
P.O. Box
City State Zip Code
Philadelphia
City State Zip Code
Location of principal assets, if different from
principal place of business
Number Street
County
City State Zip Code
5. Debtor’s website (URL)
http://pes-companies.com/
☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
☐ Partnership (excluding LLP)
6. Type of debtor
☐ Other. Specify:
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 1 of 26
Debtor
PES Energy Inc.
Case number (if known)
Name
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2
7. Describe debtor’s business
A. Check One:
☐ Health Care Business (as defined in 11 U.S.C. § 101(27A))
☐ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
☐ Railroad (as defined in 11 U.S.C. § 101(44))
☐ Stockbroker (as defined in 11 U.S.C. § 101(53A))
☐ Commodity Broker (as defined in 11 U.S.C. § 101(6))
☐ Clearing Bank (as defined in 11 U.S.C. § 781(3))
☒ None of the above
B. Check all that apply:
☐ Tax-exempt entity (as described in 26 U.S.C. § 501)
☐ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.
§ 80a-3)
☐ Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))
C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .
3241 (Petroleum and Coal Products Manufacturing)
8. Under which chapter of the
Bankruptcy Code is the
debtor filing?
Check One:
☐ Chapter 7
☐ Chapter 9
☒ Chapter 11. Check all that apply:
☐ Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to
insiders or affiliates) are less than $2,725,625 (amount subject to adjustment on
4/01/22 and every 3 years after that).
☐ The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). If the
debtor is a small business debtor, attach the most recent balance sheet, statement
of operations, cash-flow statement, and federal income tax return, or if all of these
documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).
☐ 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).
☐ The debtor is required to file periodic reports (for example, 10K and 10Q) with the
Securities and Exchange Commission according to § 13 or 15(d) of the Securities
Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals
Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form.
☐ The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule
12b-2.
☐ Chapter 12
☒ No
☐ Yes.
District
When
MM/DD/YYYY
Case number
9. Were prior bankruptcy cases
filed by or against the debtor
within the last 8 years?
If more than 2 cases, attach a
separate list.
District
When
MM/DD/YYYY
Case number
Relationship
Affiliate
☐ No
☒ Yes.
Debtor
See Rider 1
District
District of Delaware
07/21/2019
10. Are any bankruptcy cases
pending or being filed by a
business partner or an
affiliate of the debtor?
List all cases. If more than 1,
attach a separate list.
Case number, if known _______________________
When
MM / DD / YYYY
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 2 of 26
Debtor PES Energy Inc. Case number (if known)
Name
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3
11. Why is the case filed in this
district?
Check all that apply:
☒ Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other
district.
☒ A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.
12. Does the debtor own or have
possession of any real
property or personal property
that needs immediate
attention?
☒ No
☐ Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.
Why does the property need immediate attention? (Check all that apply.)
☐ It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or
safety.
What is the hazard?
☐ It needs to be physically secured or protected from the weather.
☐ It includes perishable goods or assets that could quickly deteriorate or lose value without
attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related
assets or other options).
☐ Other
Where is the property?
Number Street
City State Zip Code
Is the property insured?
☐ No
☐ Yes. Insurance agency
Contact name
Phone
Statistical and administrative information
13. Debtor's estimation of
available funds
Check one:
☒ Funds will be available for distribution to unsecured creditors.
☐ After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.
14. Estimated number of
creditors (on a
consolidated basis)
☐ 1-49 ☒ 1,000-5,000 ☐ 25,001-50,000
☐ 50-99 ☐ 5,001-10,000 ☐ 50,001-100,000
☐ 100-199 ☐ 10,001-25,000 ☐ More than 100,000
☐ 200-999
15. Estimated assets (on a
consolidated basis)
☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion
☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☒ $1,000,000,001-$10 billion
☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion
☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ More than $50 billion
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 3 of 26
Debtor
PES Energy Inc.
Case number (if known)
Name
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4
16. Estimated liabilities (on
a consolidated basis)
☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion
☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☒ $1,000,000,001-$10 billion
☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion
☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ More than $50 billion
Request for Relief, Declaration, and Signatures
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
17. Declaration and signature of
authorized representative of
debtor
The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
petition.
I have been authorized to file this petition on behalf of the debtor.
I have examined the information in this petition and have a reasonable belief that the information is true and
correct.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on
07/21/2019
MM/ DD / YYYY
/s/ Jeffrey S. Stein
Jeffrey S. Stein
Signature of authorized representative of debtor Printed name
Title
Authorized Signatory
18. Signature of attorney
/s/ Laura Davis Jones
Date
07/21/2019
Signature of attorney for debtor MM/ DD/YYYY
Laura Davis Jones
Printed name
Pachulski Stang Ziehl & Jones LLP
Firm name
919 North Market Street, 17th Floor
Number Street
Wilmington
Delaware
19899-8705
(Courier 19801)
City
(302) 652-4100
State ZIP Code
Contact phone
2436
Delaware
Email address
Bar number State
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 4 of 26
Fill in this information to identify the case:
United States Bankruptcy Court for the:
District of Delaware
(State)
Case number (if known):
Chapter
11
☐ Check if this is an
amended filing
Rider 1
Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor
On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a petition in the United
States Bankruptcy Court for the District of Delaware for relief under chapter 11 of title 11 of the United States Code.
The Debtors have moved for joint administration of these cases under the case number assigned to the chapter 11
case of PES Holdings, LLC.
PES Holdings, LLC
North Yard GP, LLC
North Yard Logistics, L.P.
PES Administrative Services, LLC
PES Energy Inc.
PES Intermediate, LLC
PES Ultimate Holdings, LLC
Philadelphia Energy Solutions Refining and Marketing LLC
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 5 of 26
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re:
)
Chapter 11
)
PES ENERGY INC.,
)
Case No. 19-[_____] (___)
)
Debtor.
)
)
LIST OF EQUITY SECURITY HOLDERS
1
Debtor
Equity Holders
Address of Equity Holder
Percentage of
Equity Held
Class A
Credit Suisse Asset Management
One Madison Ave, 10th Floor
Attn: Philip Blake
New York, NY 10010
29.43%
Bardin Hill
477 Madison Ave
New York, NY 10022
26.71%
PES Equity, LLC
c/o Energy Transfer Partners, LP
Attn: General Counsel/Legal Dept
8111 Westchester Drive
Dallas, TX 75225
7.43%
Third Point Loan LLC
390 Park Ave
New York, NY 10012
7.27%
MJX Asset Management, LLC
12 East 49th Street, 29th Floor
Attn: Fred Taylor
New York, NY 10017
2.89%
Individuals (PES Management)
1735 Market Street
Philadelphia, PA 19103
2.72%
LCM Asset Management, LLC
399 Park Ave, 22nd Floor
Attn: Francois Laberenne
New York, NY 10022
2.69%
Wellington Management Company
LLP
280 Congress Street
Attn: Gilbert Daniel
Boston, MA 02210
2.21%
PES Energy Inc.
American Money Management Corp.
301 E 4th Street, 27th Floor
Attn: Patrick Byrne
0.89%
1
This list serves as the disclosure required to be made by the debtor pursuant to rule 1007 of the Federal Rules of
Bankruptcy Procedure. All equity positions listed are as of the date of commencement of the chapter 11 case.
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 6 of 26
Rider 1
Cincinnati, OH 45202
New York Life Insurance Company
51 Madison Ave
New York, NY 10010
0.70%
JH Lane Partners Master Fund, LP
126 E 56th Street, Suite 1620
New York, NY 10022
0.65%
Serengeti Asset Management
632 Broadway
New York, NY 10012
0.39%
American Financial
301 E 4th Street
Cincinnati, OH 45202
0.33%
NYL Investors LLC
51 Madison Ave
New York, NY 10010
0.27%
Zapalit Management LLC
767 5th Ave, 19th Floor
New York, NY 10153
0.23%
Seaport
175 Highland Ave, Suite 406
Needham, MA 02494
0.15%
Bank of America
222 Broadway
New York, NY 10001
0.10%
Marathon Asset Management LP
One Bryant Park, 38th Floor
Attn: Andy Wong
New York, NY 10036
0.06%
John Sosnowski
Address Redacted
0.02%
Cowen and Company LLC
31111 Agoura Road, Suite 200
Westlake Village, CA 91361
0.01%
Class B
PES Energy Inc.
Carlyle PES, L.L.C.
c/o The Carlyle Group
Attn: General Counsel/Legal Dept
520 Madison Ave
New York, NY 10022
1001 Pennsylvania Ave NW
Washington, DC 20004-2505
15.00%
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 7 of 26
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re:
)
Chapter 11
)
PES ENERGY INC.,
)
Case No. 19-[_____] (___)
)
Debtor.
)
)
CORPORATE OWNERSHIP STATEMENT
Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the following are
corporations, other than a government unit, that directly or indirectly own 10% or more of any class of the debtor’s
equity interest:
Shareholder
Approximate Percentage of Shares Held
Class B
Carlyle PES, L.L.C.
15.00%
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 8 of 26
KE 62463605
Fill in this information to identify the case:
Debtor name
PES Holdings, LLC, et al.
United States Bankruptcy Court for the:
District of Delaware
Check if this is an
Case number (If known):
(State)
amended filing
Official Form 204
Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest
Unsecured Claims and Are Not Insiders 12/15
A list of creditors holding the 50 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which
the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not
include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor
among the holders of the 50 largest unsecured claims.
Amount of claim
If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
secured, fill in total claim amount and
deduction for value of collateral or setoff to
calculate unsecured claim.
Name of creditor and complete mailing
address, including zip code
Name, telephone number and
email address of creditor
contact
Nature of claim
(for example,
trade debts,
bank loans,
professional
services, and
government
contracts)
Indicate if
claim is
contingent,
unliquidated,
or disputed
Total
claim, if
partially
secured
1Deduction
for value of
collateral
or setoff
[1]
Unsecured
Claim
1
TRINITY INDUSTRIES LEASING COMPANY
2525 STEMMONS FREEWAY
DALLAS, TX 75207
MELENDY E. LOVETT
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
PHONE: 586-285-1692
EMAIL:
Trade Payable
$4,078,864
2
CSX TRANSPORTATION INC
500 WATER STREET
15TH FLOOR
JACKSONVILLE, FL 32202
NATHAN D. GOLDMAN
EXECUTIVE VP AND CHIEF LEGAL
OFFICER
PHONE: 904-359-3200
FAX: 904-359-2459
EMAIL:
Trade Payable
$3,876,177
3
BNSF RAILWAY COMPANY
920 SE QUINCY
9TH FLOOR
TOPEKA, KS 66612-1116
JULIE PIGGOTT
EXECUTIVE VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
PHONE: 817-698-8119
EMAIL:
Trade Payable
$3,482,198
4
CONSTELLATION NEW ENERGY INC
100 CONSTELLATION WAY
SUITE 500
BALTIMORE, MD 21202-6302
JIM MCHUGH
CEO
EMAIL:
JIMMCHUGH@CONSTELLATION.
COM
Trade Payable
$2,676,084
5
ENVTECH INC
300 EDISON WAY
RENO, NV 89502
Trade Payable
$2,500,000
1
The Debtors reserve the right to assert setoff and other rights with respect to any of the claims listed herein.
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 9 of 26
2
Amount of claim
If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
secured, fill in total claim amount and
deduction for value of collateral or setoff to
calculate unsecured claim.
Name of creditor and complete mailing
address, including zip code
Name, telephone number and
email address of creditor
contact
Nature of claim
(for example,
trade debts,
bank loans,
professional
services, and
government
contracts)
Indicate if
claim is
contingent,
unliquidated,
or disputed
Total
claim, if
partially
secured
1Deduction
for value of
collateral
or setoff
[1]
Unsecured
Claim
6
OSG BULK SHIPS INC.
TWO HARBOUR PLACE
302 KNIGHTS RUN AVENUE, SUITE 1200
TAMPA, FL 33602
SUSAN ALLAN
VICE PRESIDENT, GENERAL
COUNSEL
PHONE: 813-209-0600
FAX: 813-221-2769
EMAIL: [email protected]
Trade Payable
$2,245,115
7
TSAKOS ENERGY NAVIGATION LTD
367 SYNGROU AVENUE
ATHENS, 175 64
GREECE
Trade Payable
$1,999,157
8
BRAND INSULATION SERVICES
32 IRON SIDE COURT
WILLINGBORO, NJ 08046
Trade Payable
$1,665,012
9
BAKER HUGHESPO BOX 301057DALLAS, TX
75303-1057
LORENZO SIMONELLI
CEO
EMAIL:
LORENZO.SIMONELLI@BAKERH
UGHES.COM
Trade Payable
$1,499,625
10
WR GRACE & CO-CONN
7500 GRACE DRIVE
COLUMBIA, MD 21044
HUDSON LA FORCE
PRESIDENT AND CEO
PHONE: 410-531-4000
FAX: 410-531-4367
Trade Payable
$1,497,394
11
J J WHITE INC
5500 BINGHAM STREET
PHILADELPHIA, PA 19120
Trade Payable
$1,021,287
12
SUNOCO PARTNERS MARKETING & TERMINAL
LP
3801 WEST CHESTER PIKE
NEWTON SQUARE, PA 19073
Trade Payable
$748,363
13
COLONIAL PIPELINE COMPANY
1185 SANCTUARY PARKWAY
SUITE 100
ALPHARETTA, GA 30009-4738
Trade Payable
$705,727
14
PECO ENERGY
PO BOX 37629
PHILADELPHIA, PA 19101
MICHAEL A. INNOCENZO
PRESIDENT & CEO
Trade Payable
$683,314
15
UNITED RENTALS (NORTH AMERICA)
100 FIRST STAMFORD PLACE, SUITE 700
STAMFORD, CT 06902
Trade Payable
$673,286
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 10 of 26
3
Amount of claim
If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
secured, fill in total claim amount and
deduction for value of collateral or setoff to
calculate unsecured claim.
Name of creditor and complete mailing
address, including zip code
Name, telephone number and
email address of creditor
contact
Nature of claim
(for example,
trade debts,
bank loans,
professional
services, and
government
contracts)
Indicate if
claim is
contingent,
unliquidated,
or disputed
Total
claim, if
partially
secured
1Deduction
for value of
collateral
or setoff
[1]
Unsecured
Claim
16
RIGGS DISTLER & COMPANY
4 ESTERBROOK LANE
CHERRY HILL, NJ 08003
STEPHEN M. ZEMAITATIS, JR.
PRESIDENT
PHONE: 856-433-6000
FAX: 856-433-6035
EMAIL:
SZEMAITATISJR@RIGGSDISTLER.
COM
Trade Payable
$616,908
17
CHARTER BROKERAGE LLC
383 MAIN AVENUE, SUITE 400
NORWALK, CT 06851
C. BOBBY WAID
CEO
PHONE: 281-599-1252 EXT. 203
EMAIL:
BWAID@CHARTERBROKERAGE.
NET
Trade Payable
$600,000
18
FISHER TANK COMPANY
3131 W 4TH ST
CHESTER, PA 19013-1822
Trade Payable
$546,505
19
MAN DIESEL & TURBO NORTH AMERICA
1600A BRITTMOORE ROAD
HOUSTON, TX 77043
Trade Payable
$521,825
20
MUREX LLC
5057 KELLER SPRINGS ROAD
ADDISON, TX 75001
Trade Payable
$521,000
21
CHALMERS & KUBECK INC
150 COMMERCE DRIVE
ASTON, PA 19014
Trade Payable
$496,195
22
ANDERSON CONSTRUCTION SERVICES
6958 TORRESDALE AVENUE STE 300
PHILADELPHIA, PA 19135
RICKE C. FOSTER
VICE PRESIDENT
PHONE: 215-331-7150
FAX: 215-332-8350
EMAIL:
RICKF@ANDERSONCONSTRUCTI
ONSERV.COM
Trade Payable
$486,794
23
BRENNTAG NORTHEAST INC
81 W. HULLER LANE
READING, PA 19605
Trade Payable
$413,651
24
NOOTER CONSTRUCTION CO
6 NESHAMINY INTERPLEX SUITE 300
TREVOSE, PA 19053
Trade Payable
$405,366
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 11 of 26
4
Amount of claim
If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
secured, fill in total claim amount and
deduction for value of collateral or setoff to
calculate unsecured claim.
Name of creditor and complete mailing
address, including zip code
Name, telephone number and
email address of creditor
contact
Nature of claim
(for example,
trade debts,
bank loans,
professional
services, and
government
contracts)
Indicate if
claim is
contingent,
unliquidated,
or disputed
Total
claim, if
partially
secured
1Deduction
for value of
collateral
or setoff
[1]
Unsecured
Claim
25
COLONIAL ENERGY, INC.
3975 FAIR RIDGE DRIVE
SUITE T-10
FAIRFAX, VA 22033
Trade Payable
$402,528
26
KINDER MORGAN LIQUID TERMINALS, LLC
PO BOX 201607
DEPT 3019
DALLAS, TX 75320
DAVID MICHELS
VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
PHONE: 713-420-4200
EMAIL:
DAVID_MICHELS@KINDERMOR
GAN.COM
Trade Payable
$357,632
27
MATRIX SERVICE IND CONT INC
5100 E. SKELLY DR., STE. 100
TULSA, OK 74135-6577
KEVIN S. CAVANAH
CFO
PHONE: 918-838-8822
EMAIL:
KCAVANAH@MATRIXSERVICECO
MPANY.COM
Trade Payable
$354,830
28
G C ZARNAS & COMPANY INC - PA
850 JENNINGS STREET
BETHLEHEM, PA 18017
STEVE ZARNAS
OWNER & PRESIDENT
PHONE: 610-866-0923
FAX: 610-866-4065
Trade Payable
$332,153
29
ALLSTATE POWER VAC INC
928 EAST HAZELWOOD AVENUE
RAHWAY, NJ 07065
Trade Payable
$300,520
30
BELCHER ROOFING CORPORATION
111 COMMERCE DR.
MONTGOMERYVILLE, PA 18936
KEVIN BELCHER
PRESIDENT
PHONE: 215-362-5400
EMAIL:
KBELCHER@BELCHERROOFING.
COM
Trade Payable
$288,681
31
UNIVAR USA INC
3075 HIGHLAND PARKWAY SUITE 200
DOWNERS GROVE, IL 60515
Trade Payable
$286,246
32
BUCKEYE PIPE LINE COMPANY, L.P.
ONE GREENWAY PLAZA
SUITE 600
HOUSTON, TX 77046
Trade Payable
$282,595
33
SCHECK MECHANICAL CORPORATION
ONE EAST OAK HILL DRIVE, SUITE 100
WESTMONT, IL 60559
Trade Payable
$252,030
34
ARCHER DANIELS MIDLAND COMPANY
4666 FARIES PARKWAY
DECATUR, IL 62526
JUAN R. LUCIANO
PRESIDENT
PHONE: 217-424-5200
FAX: 217-424-5200
Trade Payable
$243,853
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 12 of 26
5
Amount of claim
If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
secured, fill in total claim amount and
deduction for value of collateral or setoff to
calculate unsecured claim.
Name of creditor and complete mailing
address, including zip code
Name, telephone number and
email address of creditor
contact
Nature of claim
(for example,
trade debts,
bank loans,
professional
services, and
government
contracts)
Indicate if
claim is
contingent,
unliquidated,
or disputed
Total
claim, if
partially
secured
1Deduction
for value of
collateral
or setoff
[1]
Unsecured
Claim
35
JOHNSON MATTHEY PROCESS
115 ELI WHITNEY BLVD
SAVANNAH, GA 31408
ROBERT MACLEOD
CEO
PHONE: 912-748-0630
EMAIL:
ROBERT.MACLEOD@MATTHEY.
COM
Trade Payable
$243,092
36
L M SERVICE CO INC
6809 WESTFIELD AVENUE
PENNSAUKEN, NJ 08110-1527
Trade Payable
$230,500
37
TEAM INDUSTRIAL SERVICES INC
13131 DAIRY ASHFORD RD. STE. 600
SUGAR LAND, TX 77478
AMERINO GATTI
CEO
PHONE: 800-662-8326
Trade Payable
$221,047
38
WATCO TRANSLOADING
315 W 3RD ST.
PITTSBURG, KS 66762
Trade Payable
$219,450
39
ALLIED UNIVERSAL
P. O. BOX 828854
PHILADELPHIA, PA 19182-8854
Trade Payable
$219,026
40
VANE LINE BUNKERING INC
2100 FRANKFURST AVENUE
BALTIMORE, MD 21226-1026
Trade Payable
$215,044
41
NEREUS SHIPPING S.A.
AKTI MIAOULI 35/39
41
PIRAEUS, 185 36
GREECE
Trade Payable
$210,292
42
DEVON PROPERTY SERVICES LLC
7 N WATERLOO ROAD
DEVON, PA 19333
GENERAL MANAGER
PHONE: 610-999-8785
Trade Payable
$197,909
43
CLEAN HARBORS INDUSTRIAL SERVICES
42 LONGWATER DRIVE
NORWELL, MA 02061-9149
ALAN MCKIN
FOUNDER & CEO
PHONE: 781-792-5000
EMAIL:
MCKIM.WILLIAM@CLEANHARB
ORS.COM
Trade Payable
$193,899
44
VEOLIA NORTH AMERICA REGENERATION
4760 WORLD HOUSTON PKWY
STE 100
HOUSTON, TX 77032
Trade Payable
$193,149
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 13 of 26
6
Amount of claim
If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
secured, fill in total claim amount and
deduction for value of collateral or setoff to
calculate unsecured claim.
Name of creditor and complete mailing
address, including zip code
Name, telephone number and
email address of creditor
contact
Nature of claim
(for example,
trade debts,
bank loans,
professional
services, and
government
contracts)
Indicate if
claim is
contingent,
unliquidated,
or disputed
Total
claim, if
partially
secured
1Deduction
for value of
collateral
or setoff
[1]
Unsecured
Claim
45
ATLAS COPCO RENTAL LLC
2306 S. BATTLEGROUND ROAD
LA PORTE, TX 77571
Trade Payable
$193,047
46
HONEYWELL
101 COLUMBIA RD
MORRISTOWN, NJ 07962
Trade Payable
$189,401
47
TRC
PO BOX 536282
PITTSBURGH, PA 15253-5904
Trade Payable
$166,950
48
ECO-ENERGY FUELING SOLUTIONS
6100 TOWER CIRCLE #500
FRANKLIN, TN 37067
JOSH BAILEY
CEO
PHONE: 615-778-2898
EMAIL: JOSHB@ECO-
ENERGYINC.COM
Trade Payable
$161,203
49
PROCONEX
103 ENTERPRISE DR
ROYERSFORD, PA 19468
DAWN SEIFRIED
VICE PRESIDENT & CHIEF
FINANCIAL OFFICER
EMAIL:
DAWN.SEIFRIED@PROCONEXDI
RECT.COM
Trade Payable
$158,323
50
MISTRAS SERVICES
195 CLARKSVILLE ROAD
PRINCETON JUNCTION, NJ 08550
DENNIS BERTOLOTTI
PRESIDENT & CEO
PHONE: 609-716-4000
FAX: 609-716-4179
EMAIL:
DENNIS.BERTOLOTTI@MISTRAS
GROUP.COM
Trade Payable
$158,235
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 14 of 26
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re:
)
Chapter 11
)
PES HOLDINGS, LLC,
)
Case No. 19-___________(___)
)
Debtor.
)
)
CERTIFICATION OF CREDITOR MATRIX
Pursuant to Rule 1007-2 of the Local Rules of Bankruptcy Practice and Procedure for the United States
Bankruptcy Court for the District of Delaware, the above-captioned debtor and its affiliated debtors in possession
(collectively, the “Debtors”)
2
hereby certify that the Creditor Matrix submitted herewith contains the names and
addresses of the Debtors’ creditors. To the best of the Debtors’ knowledge, the Creditor Matrix is complete, correct,
and consistent with Debtors’ books and records.
The information contained herein is based upon a review of the Debtors’ books and records as of the petition
date. However, no comprehensive legal and/or factual investigations with regard to possible defenses to any claims
set forth in the Creditor Matrix have been completed. Therefore, the listing does not, and should not, be deemed to
constitute: (1) a waiver of any defense to any listed claims; (2) an acknowledgement of the allowability of any listed
claims; and/or (3) a waiver of any other right or legal position of the Debtors.
2
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: PES Holdings, LLC (8157); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES
Administrative Services, LLC (3022); PES Energy Inc. (0661); PES Intermediate, LLC (0074); PES Ultimate
Holdings, LLC (6061); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors’
service address is: 1735 Market Street, Philadelphia, Pennsylvania 19103.
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 15 of 26
Fill in this information to identify the case and this filing:
Debtor Name PES Energy Inc.
United States Bankruptcy Court for the:
District of Delaware
(State)
Case number (If known):
Official Form 202
Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15
An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign
and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not
included in the document, and any amendments of those documents. This form must state the individual’s position or
relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or
property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20
years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
Declaration and signature
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of
the partnership; or another individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the information
is true and correct:
☐
Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)
☐
Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
☐
Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
☐
Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)
☐
Schedule H: Codebtors (Official Form 206H)
☐
Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)
☐
Amended Schedule
☒
Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 50 Largest Unsecured Claims
and Are Not Insiders (Official Form 204)
☒
Other document that requires a declaration List of Equity Security Holders, Corporate Ownership
Statement, and Creditor Matrix
I declare under penalty of perjury that the foregoing is true and correct.
Executed on
07/21/2019
/s/ Jeffrey S. Stein
MM/ DD/YYYY
Signature of individual signing on behalf of debtor
Jeffrey S. Stein
Printed name
Authorized Signatory
Position or relationship to debtor
Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 16 of 26
PES ENERGY INC.
SECRETARY’S CERTIFICATE
July 21, 2019
The undersigned, John B. McShane, as Secretary of PES Energy Inc. (the “Company”),
hereby certifies as follows:
1. I am the duly qualified and elected Secretary of the Company and, as such, I am familiar
with the facts herein certified and I am duly authorized to certify the same on behalf of
the Company.
2. Attached hereto is a true, complete, and correct copy of the resolutions of the board of
directors of the Company (collectively, the “Board”), duly adopted at a properly
convened and joint meeting of the Board of July 21, 2019, in accordance with the bylaws
of the Company.
3. Since their adoption and execution, the Resolutions have not been modified, rescinded, or
amended and are in full force and effect as of the date hereof, and the Resolutions are the
only resolutions adopted by the Board relating to the authorization and ratification of all
corporate actions taken in connection with the matters referred to therein.
[Signature page follows]
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 17 of 26
[Signature Page to Certification of Secretary]
IN WITNESS WHEREOF, I have hereunto set my hand on behalf of the Company as of
the date hereof.
PES Energy Inc.
By: ______________________________
Name: John B. McShane
Title: Secretary
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 18 of 26
RESOLUTIONS
OF THE BOARD OF DIRECTORS
OF
PES ENERGY INC.
CHAPTER 11 FILING AUTHORIZATION, APPOINTMENT OF A
CHIEF RESTRUCTURING OFFICER, AUTHORIZATION OF RETENTION OF
PROFESSIONALS, AND APPROVAL OF DEBTOR-IN POSSESSION FINANCING
July 21, 2019
WHEREAS, the members of the board of directors (the “Board”) of PES Energy Inc.
(“PES Energy”) a Delaware corporation, acting on behalf of:
1) the Corporation, in its own capacity and in its capacity as managing member of PES
Ultimate Holdings, LLC, a Delaware limited liability company (“Ultimate Holdings”);
2) Ultimate Holdings, in its own capacity and in its capacity as the managing member of
(a) PES Intermediate, LLC, a Delaware limited liability company (“PES Intermediate”),
and (b) PES Holdings, LLC, a Delaware limited liability company (“PES Holdings”);
3) PES Holdings, in its own capacity and in its capacity as the managing member of
(a) Philadelphia Energy Solutions Refining and Marketing LLC, a Delaware limited
liability company (“PESRM”), and (b) North Yard GP, LLC, a Delaware limited liability
company (“North Yard GP”);
4) PESRM, in its own capacity and in its capacity as the managing member of PES
Administrative Services, LLC, a Delaware limited liability company (“PES Admin”);
5) North Yard GP, in its own capacity and in its capacity as the general partner of North Yard
Logistics, L.P., a Delaware limited partnership (“North Yard” and together with Ultimate
Holdings, PES Intermediate, PES Holdings, PESRM, PES Admin and North Yard GP,
each a “Subsidiary” and collectively, the “Subsidiaries” and together with PES Energy,
collectively, the “Companies”); and
6) PES Intermediate, North Yard and PES Admin, each in its own capacity,
do hereby consent in writing, pursuant to Section 141(f) of the Delaware General Corporation Law
and (as applicable) the bylaws, limited liability company agreement, limited partnership
agreement, or similar document (in each case as amended or amended and restated to date) of each
Company (the “Governing Document”), to the taking of the following actions and the adoption of
the following recitals and resolutions, and to the waiver of all notices and the holding of a meeting
for the purpose of considering the same:
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 19 of 26
CHAPTER 11 FILING
WHEREAS, the Board has considered presentations by the management and the financial
and legal advisors of the Companies regarding the liabilities and liquidity situation of the
Companies, the strategic alternatives available to it and the effect of the foregoing on the
Companies’ business.
WHEREAS, the Board has had the opportunity to consult with the management and the
financial and legal advisors of the Companies and fully consider each of the strategic alternatives
available to the Companies.
RESOLVED, that in the judgment of the Board, it is desirable and in the best interests of
the Companies (including a consideration of their creditors and other parties in interest) that PES
Holdings and certain of its subsidiaries and affiliates identified on Annex A attached hereto
(collectively, the “Filing Companies”), shall be, and hereby are, authorized to file or cause to be
filed, voluntary petitions for relief for the Filing Companies (the “Chapter 11 Cases”) under the
provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in a court
of proper jurisdiction (the “Bankruptcy Court”) and any other petition for relief or recognition or
other order that may be desirable under applicable law in the United States; and
RESOLVED, that the Chief Executive Officer, the President, the General Counsel, the
Chief Operating Officer, the Chief Financial Officer, any Senior Vice President, any Vice
President, any Assistant Vice President, or any other duly appointed officer of the Company
(collectively, the “Authorized Signatories” or “Authorized Officers”), acting alone or with one or
more other Authorized Signatories be, and they hereby are, authorized, empowered and directed
to execute and file on behalf of the Company all petitions, schedules, lists and other motions,
papers, or documents, and to take any and all action that they deem necessary or proper to obtain
such relief including without limitation, any action necessary to maintain the ordinary course
operation of the Company’s business.
APPOINTMENT OF CHIEF RESTRUCTURING OFFICER
WHEREAS, on July 3, 2019, the Board established the Restructuring Committee
(the “Restructuring Committee”) to review strategic restructuring alternatives of the Companies,
propose such alternatives to the Board for consideration and approval, and, as approved and
directed by the Board, and implement those strategic restructuring initiatives;
WHEREAS, the Companies has evaluated potential restructuring transactions;
WHEREAS, the Restructuring Committee discussed the foregoing with the Companies’
Authorized Officers and representatives and the Companies’ legal, financial, and restructuring
advisors and has recommended to the Board that it is in the best interest of the Companies that the
Companies retain a Chief Restructuring Officer to address the potential restructuring of the Filing
Companies;
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby appoints Jeffrey S.
Stein (the “Executive”) as the Chief Restructuring Officer of the Filing Companies for the purpose
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 20 of 26
of performing the duties and responsibilities of the Chief Restructuring Officer and such other
duties and responsibilities as may be determined by the Board to be reasonably related thereto;
FURTHER RESOLVED, that the Chief Restructuring Officer shall have such authority
with respect to the Companies as is described in the Consulting Agreement, substantially in the
form annexed hereto as Annex 1, by and among PES Holdings and the Executive (the “Consulting
Agreement”), including to:
a. identify and explore the Companies’ refinancing/restructuring options that are intended to
be deleveraging and value accretive to the Companies;
b. assess options to optimize the Companies’ capital structure;
c. manage and implement the restructuring plan(s) of the Companies;
d. explore and recommend asset acquisition(s), disposition(s), merger(s) or other strategic
transaction(s);
e. communicate and/or negotiate with outside constituents, including, but not limited to,
lenders to the Companies;
f. develop and implement cash management strategies and processes designed to enhance
liquidity;
g. review and analyze the revised business plan(s), including financial and operating budgets,
provided by the Companies’ management;
h. review and recommend changes that would enhance the efficiency and cost effectiveness
of the Companies’ corporate organization;
i. review the Companies’ business reporting systems and recommend changes to improve
effectiveness; and
j. provide such other similar services as may be requested by the Board,
FURTHER RESOLVED, that entry into the Consulting Agreement is hereby approved,
and that the Authorized Signatories (and their designees and delegates), acting alone or with one
or more other Authorized Signatories, shall, and hereby are, authorized to enter into and execute,
on behalf of PES Holdings, the Consulting Agreement.
RETENTION OF PROFESSIONALS
WHEREAS, the Board has considered presentations by the management and the financial
and legal advisors of each Company regarding the liabilities and liquidity situation of each
Company, the strategic alternatives available to it and the effect of the foregoing on each
Company’s business.
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 21 of 26
RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized
and directed to employ the law firm of Kirkland & Ellis LLP and Kirkland & Ellis International
LLP (together, “Kirkland”) as general bankruptcy counsel to represent and assist the Companies
in carrying out their duties under the Bankruptcy Code, and to take any and all actions to advance
the Companies’ rights and obligations, including filing any motions, objections, replies,
applications, or pleadings; and in connection therewith, each of the Authorized Signatories, with
power of delegation, is hereby authorized and directed to execute appropriate retention
agreements, pay appropriate retainers, and to cause to be filed an appropriate application for
authority to retain the services of Kirkland.
RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized
and directed to employ the law firm of Pachulski, Stang, Ziehl & Jones LLP (“PSZJ”) as local
bankruptcy counsel to represent and assist the Companies in carrying out their duties under the
Bankruptcy Code, and to take any and all actions to advance the Companies’ rights and obligations,
including filing any motions, objections, replies, applications, or pleadings; and in connection
therewith, each of the Authorized Signatories, with power of delegation, is hereby authorized and
directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be
filed an appropriate application for authority to retain the services of PSZJ.
RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized
and directed to employ the firm of PJT Partners LP (“PJT”) as financial advisor to, among other
things, assist the Companies in evaluating their business and prospects, developing long-term
business plans, developing financial data for evaluation by the Board, creditors, or other third
parties, as requested by the Companies, evaluating the Companies’ capital structure, responding
to issues related to the Companies’ financial liquidity, and in any sale, reorganization, business
combination, or similar disposition of the Company’s assets; and in connection therewith, each of
the Authorized Signatories, with power of delegation, is hereby authorized and directed to execute
appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate
application for authority to retain the services of PJT.
RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized
and directed to employ the firm of Alvarez & Marsal North America, LLC, together with
employees of its affiliates (all of which are wholly owned by its parent company and employees),
its wholly owned subsidiaries, and independent contractors (collectively, “A&M”), as
restructuring advisor to the Companies to represent and assist the Companies in carrying out their
duties under the Bankruptcy Code, and to take any and all actions to advance the Companies’
rights and obligations; and in connection therewith, each of the Authorized Signatories, with power
of delegation, is hereby authorized and directed to execute appropriate retention agreements, pay
appropriate retainers, and to cause to be filed an appropriate application for authority to employ or
retain the services of A&M.
RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized
and directed to employ the firm of Omni Management Group, Inc. (“Omni”) as notice and claims
agent to represent and assist the Companies in carrying out their duties under the Bankruptcy Code,
and to take any and all actions to advance the Companies’ rights and obligations; and in connection
therewith, each of the Authorized Signatories, with power of delegation, is hereby authorized and
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 22 of 26
directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be
filed appropriate applications for authority to retain the services of Omni.
RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized
and directed to employ any other professionals to assist the Companies in carrying out their duties
under the Bankruptcy Code; and in connection therewith, each of the Authorized Signatories, with
power of delegation, is hereby authorized and directed to execute appropriate retention
agreements, pay appropriate retainers and fees, and to cause to be filed an appropriate application
for authority to retain the services of any other professionals as necessary.
RESOLVED, that each of the Authorized Signatories be, and they hereby are, with power
of delegation, authorized, empowered and directed to execute and file all petitions, schedules,
motions, lists, applications, pleadings, and other papers and, in connection therewith, to employ
and retain all assistance by legal counsel, accountants, financial advisors, and other professionals
and to take and perform any and all further acts and deeds that each of the Authorized Signatories
deem necessary, proper, or desirable in connection with each Filing Company’s Chapter 11 Cases,
with a view to the successful prosecution of such case.
DEBTOR-IN-POSSESSION FINANCING, CASH COLLATERAL, AND ADEQUATE
PROTECTION
WHEREAS, reference is made to that one or more certain debtor-in-possession credit
agreement (each, together with all exhibits, schedules, and annexes thereto, as amended, amended
and restated, supplement or otherwise modified from time to time, a “DIP Credit Agreement”)
dated as of, or about, the date hereof, that sets forth the terms and conditions of the debtor-in-
possession financing to be provided to the Filing Companies by the lenders listed therein (the “DIP
Lenders”)
WHEREAS, based on such review, each Board believes the Filing Companies will obtain
benefits from the transactions contemplated by the DIP Credit Agreements; and
WHEREAS, it is in the best interest of each Filing Company to enter into each agreement,
document, instrument, certificate, recording and filing relating thereto.
NOW, THEREFORE, BE IT,
RESOLVED, that the terms and provisions of the DIP Credit Agreements and such other
instruments, certificates, agreements and documents as may be reasonably requested by any
administrative agent thereunder or contemplated by the DIP Credit Agreements (collectively,
the “DIP Loan Documents”), substantially in the form presented to the Board, delivered pursuant
to the DIP Credit Agreements and each Filing Company’s performance of its obligations,
including any guarantees contemplated thereunder, and the grant of security under the DIP Loan
Documents, and to enter into each agreement, document, instrument, certificate, recording and
filing relating thereto, be, and hereby are, in all respects, ratified, approved, confirmed and
authorized.
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 23 of 26
RESOLVED, that each of the Authorized Signatories, acting alone or with one or more
other Authorized Signatories be, and hereby is, authorized and empowered to negotiate (including
to negotiate any terms of the DIP Credit Agreements which deviate from the terms set forth in the
form presented to the Board), make, execute, acknowledge, verify, issue, deliver, and to cause
each Filing Company to perform its obligations under, each of the DIP Loan Documents, and each
of the instruments, agreements and documents contemplated thereby, in the name and on behalf
of each Filing Company, under its corporate seal or otherwise, substantially as specified in the DIP
Credit Agreements, with such execution by said Authorized Signatory to constitute conclusive
evidence of his/her approval of the terms thereof, including any departures therein from the terms
as specified in the DIP Credit Agreements.
RESOLVED, that each Board hereby authorizes the collateral agent under any DIP Credit
Agreement (each, a “Collateral Agent”) to file or record any financing statements, assignments for
security or other instruments, documents and agreements with respect to the Collateral
(contemplated by the DIP Credit Agreements) in the name of each Filing Company as may be
necessary or desirable to perfect the security interests granted to the Collateral Agents under the
DIP Loan Documents. The Collateral Agents are authorized to use the collateral description “all
assets of the Filing Company whether now owned or hereafter acquired” or any similar description
in any such financing statements.
RESOLVED, that each of the Authorized Signatories be, and hereby is, authorized and
empowered to take all such further actions including, without limitation, to make all payments and
remittances and to incur all fees and expenses on behalf of each Filing Company in connection
with any transaction contemplated by these resolutions, such payment to conclusively evidence
the necessity or appropriateness thereof, to arrange for and enter into supplemental agreements,
amendments, instruments, certificates, agreements or documents relating to the transactions
contemplated by the DIP Credit Agreements or any of the other DIP Loan Documents and to
execute and deliver all such supplemental agreements, amendments, instruments, certificates or
documents in the name and on behalf of each Filing Company, under its corporate seal or
otherwise, which shall in their sole judgment be necessary, proper or advisable in order to perform
the Filing Company’s obligations under or in connection with the DIP Credit Agreements or any
of the other DIP Loan Documents and the transactions contemplated therein, and to carry out fully
the intent of the foregoing resolutions.
RESOLVED, that the Authorized Signatories be and hereby are authorized and
empowered to take all actions or to not take any action in the name of each Filing Company with
respect to the transactions contemplated by these resolutions as the sole shareholder, partner,
member, or managing member of each direct subsidiary of any such Filing Company, in each case,
as such Authorized Signatory shall deem necessary or desirable in such Authorized Signatory’s
reasonable business judgment, including without limitation the authorization of resolutions and
agreements necessary to authorize the execution, delivery and performance pursuant to any DIP
Loan Document (including affidavits, financing statements, notices, reaffirmations and
amendments and restatements of existing documents) as may be necessary or convenient to
effectuate the purposes of the transactions contemplated herein.
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 24 of 26
RESOLVED, that, without in any way limiting the authority heretofore granted to the
officers of each Filing Company or that may have been otherwise conferred upon them, the officers
of each Filing Company be, and each hereby is, authorized and empowered, in the name and on
behalf of each Filing Company, to execute and deliver any and all documents, agreements and
instruments, to take any and all actions, and to do any and all things, they, and each of them
severally, may deem necessary or desirable in order to carry out the intent and purposes of the
foregoing resolutions.
RESOLVED, that any and all actions taken by any officer or officers of each Filing
Company prior to the date of adoption of the foregoing resolutions, which would have been
authorized by the foregoing resolutions but for the fact that such actions were taken prior to such
date, be, and each hereby is, ratified, approved, confirmed and adopted as the duly ratified and
official act of each Filing Company.
GENERAL
RESOLVED, that in addition to the specific authorizations heretofore conferred upon the
Authorized Signatories, each of the Authorized Signatories (and their designees and delegates) be,
and they hereby are, authorized and empowered, in the name of and on behalf of the Company to
take or cause to be taken any and all such other and further action, and to execute, acknowledge,
deliver and file any and all such agreements, certificates, instruments and other documents and to
pay all expenses, including but not limited to filing fees, in each case as in such Authorized
Signatory’s judgment, shall be necessary, advisable or desirable in order to fully carry out the
intent and accomplish the purposes of the resolutions adopted herein.
RESOLVED, that the Board has received sufficient notice of the actions and transactions
relating to the matters contemplated by the foregoing resolutions, as may be required by the
organizational documents of the Company, or hereby waive any right to have received such notice.
RESOLVED, that all acts, actions and transactions relating to the matters contemplated
by the foregoing resolutions done in the name of and on behalf of the Company, which acts would
have been approved by the foregoing resolutions except that such acts were taken before the
adoption of these resolutions, are hereby in all respects approved and ratified as the true acts and
deeds of the Company with the same force and effect as if each such act, transaction, agreement
or certificate has been specifically authorized in advance by resolution of the Board.
RESOLVED, that each of the Authorized Signatories (and their designees and delegates)
be, and hereby is, authorized and empowered to take all actions or to not take any action in the
name of the Company with respect to the transactions contemplated by these resolutions
hereunder, as such Authorized Signatory shall deem necessary or desirable in such Authorized
Signatory’s reasonable business judgment to effectuate the purposes of the transactions
contemplated herein.
* * * *
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 25 of 26
Annex A
Filing Companies
PES Holdings, LLC
PES Energy Inc.
PES Ultimate Holdings, LLC
PES Intermediate, LLC
Philadelphia Energy Solutions Refining and Marketing LLC
North Yard Logistics, L.P.
North Yard GP, LLC
PES Administrative Services, LLC
Case 19-11630-KG Doc 1 Filed 07/21/19 Page 26 of 26
