united states bankruptcy court western district of …jbtrucking.drpayne.com/filed motion for...

UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF OKLAHOMA

In re: JOE BROWN COMPANY, INC., et al., Debtors.

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Chapter 7 Case No. BK-16-13563-SAH Jointly Administered

DEBTORS’ MOTION FOR AN ORDER (A) ESTABLISHING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF ALL OF THE DEBTORS’ JOE BROWN COMPANY, INC. AND JOE BROWN LEASING, INC. ASSETS; (B) APPROVING THE FORM AND MANNER OF NOTICES; AND (C) SCHEDULING DATES FOR QUALIFIED BID SUBMISSIONS, AUCTION AND SALE HEARING

WITH NOTICE OF OPPORTUNITY FOR HEARING AND NOTICE OF HEARING

NOTICE OF OPPORTUNITY FOR HEARING

YOUR RIGHTS MAY BE AFFECTED. YOU SHOULD READ THIS DOCUMENT CAREFULLY AND CONSULT YOUR ATTORNEY ABOUT YOUR RIGHTS AND THE EFFECT OF THIS DOCUMENT. IF YOU DO NOT WANT THE COURT TO GRANT THE REQUESTED RELIEF, YOU MUST FILE A WRITTEN RESPONSE OR OBJECTION SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS PLEADING. YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF OKLAHOMA, 215 DEAN A. MCGEE AVENUE, OKLAHOMA CITY, OK 73102 BY FEBRUARY 15, 2017. IN ADDITION TO FILING YOUR RESPONSE WITH THE CLERK, YOU MUST SERVE A FILE-STAMPED COPY OF YOUR RESPONSE OR OBJECTION ON THE SIGNING ATTORNEY AND TO ANY OTHER PARTY SPECIFIED. IF NO RESPONSE OR OBJECTION IS TIMELY FILED, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED WITHOUT HEARING.

NOTICE OF HEARING (TO BE HELD ONLY IF A RESPONSE IS FILED)

Notice is hereby given that if a response is filed in the manner, and within the time limit stated above, the hearing on the response shall be held on February 16, 2017 at 1:30 P.M. in the Ninth Floor Courtroom of the United States Bankruptcy Court for the Western District of Oklahoma, 215 Dean A. McGee Avenue, Oklahoma City, Oklahoma. If no response is timely filed and the Court grants the requested relief prior to the stated hearing date, the hearing will be stricken from the docket of the court.

Case: 16-13563 Doc: 55 Filed: 02/01/17 Page: 1 of 44

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Joe Brown Company, Inc. (“JBC”) and Joe Brown Leasing, Inc. (“JBL”), by and

through Douglas N. Gould (“Trustee”), trustee in the JBC and JBL cases, files this motion (the

“Bid Procedures Motion”) for entry of an order (the “Bidding Procedures Order”) (a)

establishing bidding procedures (the “Bidding Procedures”) in connection with the sale of

substantially all of JBC’s and JBL’s assets (the “Tangible Assets”), (b) approving the form and

manner of notices of the Sale, and (c) scheduling dates for an auction (“Auction”) and hearing to

approve the Sale (the “Sale Hearing”).

In support of the Bid Procedures Motion, Trustee respectfully represents as follows:

JURISDICTION AND VENUE

A. This Court has jurisdiction over the Bid Procedures Motion pursuant to 28

U.S.C. §§ 1334 and 157. This Motion is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).

B. The statutory bases for the relief requested herein are sections 105 and 363 of title

11, United States Code (the “Bankruptcy Code”), and Rules 2002, 4001, 6004 and 6006 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).

BACKGROUND

C. On September 1, 2016, (the “Petition Date”), JBC and JBL and Joe Brown

Holding Case No. BK-16-13566 (“JBH”) filed voluntary petitions for relief pursuant to Chapter

7 of Title 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Western

District of Oklahoma (the “Bankruptcy Court”). Thereafter, Douglas N. Gould was appointed

Trustee for each of the bankruptcy estates of Debtors. By order entered October 19, 2016 [Doc:

23], the bankruptcy estates of Debtors are being jointly administered. Trustee does not believe

that JBH was engaged in business other than as the stockholder for JBL nor does Trustee

believe that it owns any Tangible Assets. Both JBC and JBL own Tangible Assets that Trustee


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proposes to sell free and clear of liens claims and interests in a single auction Sale. JBC and

JBL will be collectively referred to as “Debtors” herein.

D. Prior to the Petition Date, Debtors were transporters of sand, gravel, other

aggregates and frac sands. Debtors’ businesses depended heavily upon the demand for oilfield

services which is in turn was highly dependent upon the price of hydrocarbons. After ceasing

operations, the Debtors’ transportation equipment was marshalled to a yard located at 1650 Sam

Noble Parkway, Ardmore, Oklahoma 73401. All Tangible Assets including tractors, pneumatic

trailers, tankers, belly dumps, end dumps, flat bed trailers and other personal property owned by

the Debtors are set forth in more detail on Exhibit 1 for the assets of JBC and Exhibit 2 for the

assets of JBL. The Tangible Assets continue to depreciate and generate ongoing administrative

costs related to securing, storing and maintaining those assets. Where indicated, the Tangible

Assets are subject to the security interests of the named secured creditors.

RELIEF REQUESTED

E. By this Bid Procedures Motion the Debtors respectfully request entry of the

Bidding Procedures Order (a) establishing the Bidding Procedures in connection with the Sale of

the Tangible Assets, (b) approving the form and manner of notices of the Sale, and (c)

scheduling dates for the Auction and Sale Hearing.

I. CLAIMS SECURED BY THE TANGIBLE ASSETS

F. CAT Financial Services Corp. (“CAT”), Mercedes Benz Financial Services USA,

LLC (“MBFS”) and Peoples’ Capital and Leasing Corp. (“PCLC”) have been scheduled as

secured creditors and have filed proofs of claim asserting liens against the Tangible Assets

(collectively the “Secured Creditors”).

The Trustee believes there is a reasonable probability that the sales price for the Tangible

Assets will exceed the Secured Creditors’ Claims. A portion of CAT’s secured claim is


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$93,315.38 secured by 6 2011 Trail King trailers. The value of the Trail King trailers subject to

CAT’s secured lien exceeds the amount of its secured claim. The remaining portion of CAT’s

secured claim is $156,314.03 secured by 5 2012 Polar Pneumatic Trailers. The value of the 2012

Polar Pneumatic Trailers is $114,000.00, At CAT’s option, the 4 2012 Polar Pneumatic Trailers

in JBL’s possession will be included in the sale or will be surrendered to CAT. If CAT agrees

to include the 4 2012 Polar Pneumatic Trailers in the sale, CAT will be allowed to credibt bid up

to the amount of the $96,000.00 value of the 4 2012 Polar Pneumatic Trailers in JBL’s

possession.

MBFS’s secured claim is $539,000.00. The value of MBFS’s collateral exceeds its

secured claim. MBFS’s shall be allowed to credit bid up to the $539,000.00 value of its secured

claim. PCLC’s secured claim is $78,496.18. The value of PCLC’s collateral is $86,000. PCLC

shall be allowed to credit bid up to the $86,000.00 allowed amount of its secured claim.

If, Qualified Bid is received with respect to Lots 1, 2, 3, 4, 5, 6 and 7 by the Bid

Deadline, then the Auction will not be held with respect to Lots 1-7 and relief from the automatic

stay shall occur and the assets composing Lots 1-7 shall be abandoned authorizing the Secured

Creditors to immediately take possession of the Tangible Assets subject to the security interests

of CAT, MBFS and PCLC without any further action by the Secured Creditors.

II. SALE AND BIDDING PROCEDURES

G. The Trustee believes, after consulting with the Secured Creditors, that it is in the

best interests of the Debtors’ estates and creditors to pursue the sale process proposed herein of

the Tangible Assets under sections 105 and 363 of the Bankruptcy Code. The Debtors believes

that marketing for the highest and best offer(s) and conducting the Auction will enable the

Debtors to maximize value for all creditors.

H. The Debtors intend to implement the procedures included within the Bidding


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Procedures attached hereto as Exhibit “3” with respect to Qualified Bidders (defined below) and

conducting an Auction. The Debtors believe that the proposed procedures are appropriate and

will maximize recoveries for the Debtors’ estate.

I. The Debtors propose that any person who wishes to participate in the bidding

process1 (a “Potential Bidder”) should submit a bid satisfying the requirements set forth in the

Bidding Procedures (a “Qualified Bid”), as determined by the Trustee, in consultation with the

Secured Creditors. A Qualified Bidder is a person who, among other things:

1. Does not condition its bid on obtaining financing or on the outcome of unperformed due diligence, including with respect to mechanical defects, by the Potential Bidder with respect to the assets that the Potential Bidder is seeking to Purchase, unless otherwise consented to by the Debtors, in consultation with the Secured Creditors.

2. Fully discloses the identity of each entity that will be bidding for the assets or otherwise participating in connection with such bid and the complete terms of any such participation.

3. All bids must be in a single amount for each designated individual asset or group of Tangible Assets (“Lot Bids”) or for all Tangible Assets (“Bulk Bids”) as set forth below:

Lot Description

1 2016 Freightliner Tractors – 2 Cascadia Model Units offered individually as Lots 1-A and 1-B

2 2013 Freightliner Tractors – 14 Cascadia Model Units offered individually as Lots 2-A through 2-N

3 2012 Freightliner Tractors – 15 Cascadia Model Units offered individually as Lot 3-A through 3-O

4 2013 International Tractors – 4 Prostar Model Units offered individually as Lots 4-A through 4-D

5 2012 International Tractors – 9 Prostar Model Units offered individually as Lots 5-A through 5-I

1 In the event of conflict between the Bidding Procedures attached hereto as Exhibit 2, and the summary of the Bidding Procedures as set forth in this Motion, the Bidding Procedures in Exhibit 2 shall control.


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6 2011 Trail King Trailers – 6 Pneumatic Model Units offered individually as Lots 6-A through 6-F

7 2012 Polar Trailers – 4 Pheumatic Model Units offered individually as Lots 7-A through 7-D

8 2012 Heil Trailer – 1 Pneumatic Model Unit offered individually as Lot 8

9 LOT 9 INTENTIONALLY LEFT BLANK

10 2010 CPS Trailers – 9 Belly Dumps Model Units offered individually as Lots 10-A through 10-I

11 2006 CPS Trailers – 10 Belly Dumps Model Units offered individually as Lots 11-A through 11-J

12 1990 Fruehauf Trailers – 6 Belly Dumps Model Units offered individually as Lots 12-A through 12-F

13 1988 Fruehauf Trailer – 1 Belly Dump Model Unit offered individually as Lot 13

14 2007 Eagle Trailer – 1 End Dump Model Unit offered individually as Lot 14

15 2005 Clement Trailers – 2 End Dumps Model Unit offered individually as Lots 15-A and 15-B

16 2003 Ram Trailer – 1 End Dump Model Unit offered individually as Lot 16

17 1997 Clement Trailer – 1 End Dump Model Unit offered individually as Lot 17

18 1996 Ranco Trailer – 2 End Dump Model Units offered individually as Lots 18-A and 18-B

19 2015 Transcraft Trailer – 1 Flat Bed Model Units offered individually as Lot 19

20 1992 Wabash Trailers – 2 Flat Bed Model Units offered individually as Lots 20-A and 20-B

21 1975 Fontaine Trailer – 1 Flat Bed Model Unit offered individually as Lot 21



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23 1966 Fruehauf Trailer – 1 Flat Bed Model Unit offered individually as Lot 23

24 1998 Fruehauf Box Van Trailer – 1 Flat Bed Model Unit offered individually as Lot 24

25 1980 International – 1 Winch Model Unit offered individually as Lot 25

26 1962 Mack – 1 Winch Model Unit offered individually as Lot 26

27 Wreck International – 1 Winch Model Unit offered individually as Lot 27

28 1994 Freightliner – FL60 Box Van Truck offered individually as Lot 28

29 Shop Equipment – Manlift, Welders, Press, Speed Fans, Recovery Unit, Crimper, Salvage Equipment, Spare Parts, Hand Tools and miscellaneous office furnishings offered individually as Lot 29

30 All Assets (“Bulk Bid Assets”) set forth in Lots 1 through 29 above

4. Any bid submitted by a Potential Bidder must be solely in the form of cash denominated in United States Dollars (a “Cash Bid”).

5. Makes a good faith cash deposit in the form of a cashier’s check or wire transfer into an interest-bearing escrow account (the “Escrow Account”) in an amount not less than 10% of the competing bid amount, which deposit shall immediately become non-refundable and credited toward the purchase price if and when the Qualified Bidder making such deposit is declared to be the winning bidder (the “Winning Bid” and “Winning Bidder”) at the Sale Hearing. In the event a Qualified Bidder is not the Winning Bidder, such Qualified Bidder’s deposit shall be refunded as set forth in the Bidding Procedures.

6. Provides reasonably satisfactory evidence, in the discretion of the Trustee of its financial ability to fully and timely perform and close the Sale.

7. Discloses any connections or agreements with the Debtors or any other known potential, prospective bidder or Qualified Bidder, and/or any officer, director or equity security holder of the Debtors.

8. Confirms in writing its agreement to accept and abide by the terms, conditions and procedures set forth herein and provide evidence of authorization from the Potential Bidder’s board of directors (or comparable governing body) to enter into the Sale pursuant to the Modified Agreement. In the event that the Potential Bidder is an entity specially formed for the purpose of effectuating the contemplated


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transaction, then the Bidder must furnish evidence acceptable to the Trustee, of the approval of the contemplated transaction by the equity holder(s) or members of such Potential Bidder.

9. Not request or entitle the Potential Bidder to any break-up fee, expense reimbursement, termination fee or similar type of payment or bid protection.

J. Under the Bidding Procedures, the Debtors do seek the ability to sell its assets

pursuant to Lot Bids or Bulk Bids whichever ultimately generates the highest value.

K. A bidder that desires to make a bid shall deliver written copies of its bid by mail,

facsimile, or email so as to be received no later than April 7, 2017 at 2:00 p.m. (prevailing

Central Time) (the “Bid Deadline”) and submit such bid to (i) Douglas N. Gould, Trustee, 6303

Waterford Blvd., Suite 260, Oklahoma City, Oklahoma 73118; (ii) counsel for Debtors, McAfee

& Taft, 211 N. Robinson, Suite N1000, Oklahoma City, Oklahoma 73102, Attn: Beau M.

Patterson; and (iii) the United States Trustee, 215 Dean A. McGee Ave., 4th Fl., Oklahoma City,

Oklahoma 73102, Attn: Marjorie J. Creasey. Any person who intends to bid at the Auction but

who does not submit a Qualified Bid by the Bid Deadline shall not be permitted to attend or

participate in or bid at the Auction.

III. NOTICE PROCEDURES

L. Business Valuators & Appraisers, L.L.C. (“BVA”), the Trustee’s marketing agent

has substantial experience and knowledge with the Tangible Assets and in participating in

bankruptcy sale processes. With BVA’s extensive contacts from years of experience in the asset

appraisal and the on-road transportation industry, BVA will provide the Sale Notice to those

individuals and entities to whom it believes would have an interest in submitting a Qualified Bid.

BVA will also work on behalf of the Trustee and in coordination with the Trustee to organize the

following:

1. Development of an electronic due diligence data room.


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2. Development of an internet based marketing site.

3. Development of a target list of prospective buyers.

4. Development of an executive summary or “teaser” setting forth the assets for sale and the sale procedures and related deadlines.

5. Making the equipment ready for sale by replacing batteries and other components necessary for operation which are considered optimum for buyer inspection and competition purposes.

6. Qualifying bidders.

The Trustee shall direct BVA’s services as necessary to manage the sale process by applying his

business judgment.

M. The Debtor proposes to serve the Notice of Auction and Sale Hearing (the “Sale

Notice”), in substantially the form attached hereto as Exhibit “4”, the proposed Sale Order, the

Bidding Procedures, and a copy of the Bidding Procedures Order within 3 business days after the

entry of Bidding Procedures Order, on (i) all parties that expressed interest in the possible

purchase of any of the Tangible Assets; (ii) counsel for the United States Trustee; (iii) counsel to

the Secured Creditors; (iv) all entities known by the Debtors to have filed a notice of appearance

or a request for receipt of chapter 7 notices and pleadings filed in the Debtors’ Chapter 7 cases as

of the date hereof; (v) all federal, state and local regulatory and taxing authorities and recording

offices which have a known interest in the relief requested in this Bid Procedures Motion; (vi) all

parties (and their counsel, if known) which hold liens on or security interests in any of the

Tangible Assets; (vii) the United States Attorney’s Office for the Western District of Oklahoma;

(viii) the Attorney General’s Office for the State of Oklahoma; (ix) the United States Securities

and Exchange Commission; (x) the Oklahoma Corporation Commission; (xi) all other parties on

the Debtors’ Mailing Matrix; (xii) any entity known or reasonably believed to have asserted a

security interest in or lien against any of the Tangible Assets; (xiii) the Internal Revenue Service;

and (xiv) customers and client of the Debtors within the past two (2) years (collectively, the


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“Notice Parties”). The Debtors requests authority to serve such documents on the Notice Parties

via electronic mail. Such documents will also be made publicly available on the website to be

set up by BVA.

N. Under Bankruptcy Rule 2002(a) and (c), a debtor is required to notify its creditors

of any proposed sale of its assets, including a disclosure of the time and place of an auction, the

terms and conditions of the sale, and the deadline for filing any objections. The Debtors submit

that the Sale Notice fully complies with Bankruptcy Rule 2002(c) and includes information in

the Bidding Procedures necessary to enable interested parties to participate in the Auction.

O. The Debtors submit that the notice to be provided through the Sale Notice, the

extensive appraisal and market investigation efforts of BVA, and the method of service proposed

herein constitutes good and adequate notice of the Bidding Procedures, the Auction and the

subsequent proceedings related thereto. Therefore, the Debtors respectfully request that this

Court approve the foregoing notice procedures.

IV. THE AUCTION

P. After the Debtors receive at least one Qualified Bid with respect to the Tangible

Assets, an Auction will be conducted and the Trustee will seek approval to sell the Tangible

Assets to the highest group of Lot Bidders and/or highest Bulk Bidder. The Trustee will conduct

an Auction on April 11, 2017 at 9:00 a.m. (prevailing Central Time) at the Debtors’ yard and

offices located at 1650 Sam Noble Parkway, Ardmore, OK 73401 or such other time or other

place to be determined by the Trustee. The Trustee shall provide copies of all bids received to

counsel for the Secured Creditors. After the Bid Deadline, but at least one business day prior to

the Auction, the Trustee shall provide each Qualified Bidder with a copy of all Qualified Bids.

Q. The Auction procedures provide:


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1. Only Qualified Bidders that have submitted Qualified Bids shall be entitled to make a bid at the Auction. In addition, any party that has submitted a Preferential Purchase Right Notice may exercise its Preferential Purchase Right at the Auction;

2. Each Qualified Bidder must appear in person, have an authorized representative appear on the Qualified Bidder’s behalf or may appear telephonically, provided that the Qualified Bidder provide Trustee a telephone number based in the Continental United States at least 24 hours prior to the Auction Sale. Any Qualified Bidder appearing telephonically shall bear the risk of a failure of telephonic contact and the Auction Sale shall not be suspended due to the failure of telephone contact with a Qualified Bidder during the Auction Sale;

3. Each Qualified Bidder or Preferential Purchase Right Holder participating in the Auction will be required to confirm that it has not engaged in any collusion with respect to the bidding or the Sale.

4. The Debtors, in its business judgment and in consultation with the Secured Creditors and BVA, based in part, on the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as may be relevant, will conduct the Auction in the manner that they determine will best promote the goals of the bidding process and will achieve the maximum value for the Tangible Assets;

5. At the Auction, Qualified Bidders will be permitted to increase their Qualified Bids (such increased Qualified Bid, a “Qualified Overbid”), provided that such Qualified Overbid shall exceed the next highest bid by the Qualified Increment set forth in paragraph A.2 of the Bidding Procedures attached as Exhibit 2 hereto. Trustee reserves the right to modify, in his business judgment, the bid increment requirements

6. Qualified Bidders may then submit successive bids Qualified Increment, provided, however, that the Trustee, after consultation with BVA, shall retain at the Auction.

7. At the conclusion of the Auction or, if no other Qualified Bids are received by the Bid Deadline, then as soon as practicable after the Bid Deadline, the Trustee, in consultation with the Secured Creditors and BVA, shall review each Qualified Bid on the basis of the factors relevant to the bidding process, including those factors affecting the speed and certainty of consummating the Sale, and identify the highest, best and/or otherwise financially superior offer for the Tangible Assets (the “Winning Bid” and the entity submitting such Winning Bid, the “Winning Bidder”). There may be only one Winning Bid for each Lot or alternatively one Winning Bid for a bulk purchase. The Trustee, in consultation with the Secured Creditors shall also name the entity presenting the next highest bid (the “Next Highest Bid”) and the entity presenting same (the “Next Highest Bidder”). At the Sale Hearing (as


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defined below), the Trustee shall present the Winning Bid and Next Highest Bid to the Court for approval. The Trustee’s presentation of the announced Winning Bid to the Court for approval does not constitute the Trustee’s acceptance of such Winning Bid. The Trustee shall have accepted a Winning Bid only when the Court has approved such bid.

8. The Trustee, in consultation with the Secured Creditors, may continue the Auction from time to time, adjourn the Auction at any time and re-open the Auction at any time prior to the commencement of the Sale Hearing.

9. The Trustee reserves all rights to terminate the bidding process at any time if the Trustee determines, in their business judgment, in consultation with the Secured Creditors, that the bidding process will not maximize the value of the Debtors’ bankruptcy estate. In addition, the Trustee reserves all rights, after consultation with the Secured Creditors, not to submit any bid that is not acceptable to the Trustee for approval to the Court. Without limiting the generality of the foregoing, the Trustee, in consultation with the Secured Creditors, may reject at any time before entry of a Sale Approval Order approving a Qualified Bid any bid that, in the Trustee’s discretion, is (i) inadequate or insufficient, (ii) not in conformity with the requirements of the Bankruptcy Code or the Bidding Procedures, or (iii) contrary to the best interests of the Debtors, their estate and creditors.

BASIS FOR RELIEF REQUESTED AND APPLICABLE AUTHORITY

I. ACCEPTANCE OF LOT OR BULK BID PROPOSALS IS A PROPER EXERCISE OF THE DEBTORS’ BUSINESS JUDGMENT

R. Section 363(b)(1) of the Bankruptcy Code provides that “[t]he trustee, after notice

and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of

the estate.” 11 U.S.C. § 363(b)(1). A sale of a debtor’s assets outside the ordinary course should

be authorized pursuant to section 363 of the Bankruptcy Code if a sound business purpose exists

for doing so. Institutional Creditors of Continental Air Lines vs. Continental Air Lines, Inc., 780

F.2d 1223, 1226 (5th Cir. 1986) (applying reasonable business judgment standard to sale of

assets under section 363(b) of the Bankruptcy Code); In re Lionel Corp., 722 F.2d 1063, 1071

(2nd Cir. 1983) (same); In re Donohue, 410 B.R. 311, 315 (Bankr. D. Kan. 2009) (requiring

“sound business reason” for authorization of sale under section 363(b) of the Bankruptcy Code);

In re Buerge, 479 B.R. 101, 106 (Bankr. D. Kan. 2012) (requiring “sound business reason”); In


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re Med. Software Solutions, 286 B.R. 431, 439–40 (Bankr. D. Utah 2002) (requiring “sound

business reason”). In addition to a sound business purpose, courts require that there be adequate

and reasonable notice of the sale and a fair and reasonable price and good faith negotiations with

the Buyer. See In re Abbotts Dairies, 788 F.2d 143, 147 (3d Cir. 1986); Buerge, 479 B.R. at 106;

In re JL Bldg., LLC, 452 B.R. 854, 859 (Bankr. D. Utah 2011); Med. Software Solutions, 286

B.R. at 439-40; In re Tempo Tech Corp., 202 B.R. 363, 367 (D. Del. 1996).

S. Courts have made clear that a debtor’s business judgment is entitled to substantial

deference with respect to the bid procedures to be used in selling assets of the estate. See, e.g.,

Official Committee of Subordinated Bondholders v. Integrated Resources. Inc. (In re Integrated

Resources, Inc.), 147 B.R. 650, 656-57 (Bankr. S.D.N.Y. 1992) (noting that overbid procedures

and break-up fee arrangements that have been negotiated by a debtor are to be reviewed

according to the deferential “business judgment” standard, under which such procedures and

arrangements are “presumptively valid”). Here, the proposed Bidding Procedures are reasonable,

appropriate, and within Debtor’s sound business judgment because they will serve to maximize

the value of the Debtor’s estate.

T. The paramount goal of any proposed sale of property of a debtor is to maximize

the value received by the estate. See, e.g., Four B. Corp. v. Food Barn Stores. Inc. (In re Food

Barn Stores, Inc.), 107 F.3d 558, 564-65 (8th Cir. 1997) (with reference to bankruptcy sales, “a

primary objective of the Code [is] to enhance the value of the estate at hand.”); In re Buerge, 479

B.R. at 106 (“The trustee’s duty is to maximize the value obtained from a sale.”); In re C.W.

Min. Co., 08-20105 JAB, 2010 WL 841395 (Bankr. D. Utah Mar. 2, 2010) (courts “must always

scrutinize whether a trustee has fulfilled his duty to maximize the value obtained from a sale”);

In re Psychrometric Sys., Inc., 367 B.R. 670, 674 (Bankr. D. Colo. 2007); Integrated Resources,

147 BR. at 659 (“It is a well-established principle of bankruptcy law that the Debtor’s duty with


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respect to such sales is to obtain the highest price or greatest overall benefit possible for the

estate.”) (quoting Cello Bag Co. v. Champion Int’l Corp. (In re Atlanta Packaging Prods., Inc.),

99 B.R. 124, 131 (Bankr. ND. Ga. 1988)).

U. To that end, courts uniformly recognize that procedures intended to enhance

competitive bidding are consistent with the goal of maximizing the value received by the estate

and therefore are appropriate in the context of bankruptcy sales. See, e.g., Integrated Resources,

147 B.R. at 659 (such procedures “encourage bidding and maximize the value of the debtor’s

assets”); In re Psychrometric Sys., Inc., 367 B.R. 670, 676 (Bankr. D. Colo. 2007) (recognizing

the “strong policy favoring competitive bidding” for sales in bankruptcy proceedings).

V. The Trustee believes that the Bidding Procedures proposed herein are intended to

maximize the value received by the estate. The proposed procedures establish the parameters

under which the value of the Tangible Assets may be tested at the Auction. Such procedures will

increase the likelihood that the Debtors’ estate will receive the greatest possible consideration for

the Tangible Assets because they will ensure a competitive and fair bidding process.

Additionally, such process will be conducted in good faith and at arm’s length, be subject to

proper notice, and will yield the highest and best offer for the Tangible Assets. Accordingly, the

Trustee submits the sale of the Tangible Assets is an appropriate exercise of the Trustee’s

business judgment and, as such, requests this Court’s approval.

NOTICE PROCEDURES

W. Within three (3) business days upon entry of the Bidding Procedures Order, the

Debtors or its authorized representative shall serve a copy of the Bidding Procedures, and a copy

of the Bidding Procedures Order on the Notice Parties.

X. The Trustee submits that under the circumstances no further notice is necessary,

and that such notice both satisfies the requirements of Rule 2002 and is adequate and reasonable


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notice of the Sale.

CONCLUSION

WHEREFORE, Debtors pray that this Court:

A. Enter an order approving the Bid Procedures;

B. Find that notice of this Bid Procedures Motion is adequate under the

circumstances and that any further notice of this Bid Procedures Motion is excused for good

cause shown;

C. Schedule a hearing as soon as possible, to consider the Bid Procedures set forth in

this Bid Procedures Motion;

D. Provided that the Court approves this Bid Procedures Motion, schedule the

Auction and Sale Hearing no more than 60 days after entry of the Procedures Order;

E. Authorize Debtors to give notice of the Sale Procedures Order in accordance with

this Bid Procedures Motion;

F. Require that all objections to the Bid Procedures Motion, if any, be filed and

served via email (in addition to regular mail) upon Trustee, counsel for the Secured Creditors on

or before five (5) business days before the Sale Hearing; and

G. Grant Trustee such additional relief as this Court deems equitable and just.

Respectfully submitted this 1st day of February, 2017.

Respectfully submitted, s/Douglas N. Gould Douglas N. Gould OBA #3500 Douglas N. Gould, P.L.C. 6303 Waterford Blvd., Ste. 260 Oklahoma City, OK 73118 405-286-3338 405-848-0492 Facsimile [email protected] Attorney for Chapter 7 Trustee


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CERTIFICATE OF SERVICE

This is to certify that on February 1, 2017 a true and correct copy of the Motion for Bidding Procedures was forwarded via U.S. Mail, first class, postage prepaid to the attached mailing matrix.

s/Douglas N. Gould Douglas N. Gould


EXHIBIT "1"Joe Brown Company asset inventory

LOT UNIT DESCRIPTION SERIAL NUMBER FLV Claim8 678 HEIL ALUM PNEUMATIC 1010 CU FT 1HLS1M7BXD7T00097 23,000

11-A 1755 2006 CPS BELLY DUMP TRAILER 5MC11162X6P006114 10,000 11-B 1756 2006 CPS BELLY DUMP TRAILER 5MC1116216P006115 10,000 11-C 1757 2006 CPS BELLY DUMP TRAILER 5MC1116236P006116 10,000 11-D 1758 2006 CPS BELLY DUMP TRAILER 5MC1116256P006117 10,000 11-E 1760 2006 CPS BELLY DUMP TRAILER 5MC1116296P006119 10,000 11-F 1762 2006 CPS BELLY DUMP TRAILER 5MC1116276P006121 10,000 11-G 1763 2006 CPS BELLY DUMP TRAILER 5MC1116296P006122 10,000 11-H 1764 2006 CPS BELLY DUMP TRAILER 5MC1116206P006123 10,000 11-I 1765 2006 CPS BELLY DUMP TRAILER 5MC1116226P006124 10,000 11-J 1766 2006 CPS BELLY DUMP TRAILER 5MC1116246P006125 10,000 12-A 1474 1990 FRUEHAUF BELLY DUMP 1H4H04026LJ026904 5,000 12-B 1475 1990 FRUEHAUF BELLY DUMP 1H4H04028LJ026905 5,000 12-C 1476 1990 FRUEHAUF BELLY DUMP 1H4H04023LJ026908 5,000 12-D 1477 1990 FRUEHAUF BELLY DUMP 1H4H04025LJ026909 5,000 12-E 1478 1990 FRUEHAUF BELLY DUMP 1H4H04021LJ026910 5,000 12-F 1741 1990 FRUEHAUF BELLY DUMP 2,000 13 1441 1988 FRUEHAUF BELLY DUMP 1H4H04128JL008503 4,000 14 1777 2007 EAGLE ROCK END DUMP TRAILER 1E9DP39237T316584 2,000

15-A 1724 2005 CLEMENT END DUMP TRAILER 5C2BB38B35M004183 9,000 15-B 1725 2005 CLEMENT END DUMP TRAILER 5C2BB38B85M003918 9,000 16 1619 2003 RAM END DUMP TRAILER 1R91A37263H336411 12,000 17 1572 1997 CLEMENT END DUMP 1C9BB32B3VM110232 6,000

18-A 1569 1996 RANCO END DUMP 1R9ESB508TL008222 6,000 18-B 1570 1996 RANCO END DUMP 1R9ESB50XTL008223 3,000 19 2071 2015 TRANSCRAFT 48FT FLAT BED 1TTF482SXF3885072 17,000

20-A 1678 1992 WABASH FLAT BED TRAILER 1JJF48271NL179119 2,500 20-B 1679 1992 WABASH FLAT BED TRAILER 1JJF48279NL179160 2,500 21 1718 1975 FONTAINE FLAT BED 26117 2,000 22 1720 1973 FONTAINE FLAT BED 20710 2,000 23 887 1966 FRUEHAUF 40 FT FLAT BED MEF463606 2,000 24 2064 1998 FRUEHAUF 53 FT BOX VAN 1UYVS2539WP420694 3,000 25 945 1980 INTERNATIONAL WINCH TRUCK AA175KA10605 4,000 26 942 1962 MACK WINCH TRUCK - YARD ONLY 21401 2,000 27 1928 2012 INTERNATIONAL PROSTAR 3HSDJSJR7CN605556 5,000 28 1533 1994 FREIGHTLINER FL60 BOX VAN 1FV3GFAC3RL659551 3,000 29 699 1990 SNORKLE 60 FT MANLIFT 9629780996 2,000 29 LINCOLN MDL. IDEALARC 250-250 STOCK WELDER AC-643416 1,000 29 MILLER MDL. DIALARC HF STICK/TIG WELDER 1,000 29 COLL-CRIMP I MDL. T-400 HYDRAULIC HOSE CRIMPER 1,000 29 COOLTECH MDL. 34700Z FREON RECOVERY UNIT, MFD. BY SPX

ROBINAIR1,000

29 CUSTOM DESIGNED AND MANUFACTURED 30-TON CAPACITY HYDRAULIC PRESS

1,000

29 SUMMIT 21 ENGINE LATHE WITH 8' BED 1,000 29 SHARP MDL. SP-2 MILLING CENTER, MFD. 08/1989 1,000 29 (2) 36" SINGLE SPEED 110-VOLT PORT-A-COOL FANS 1,000 29 DAEWOO MDL. D35S-2 FORKLIFT, 6700-LB. CAPACITY, 3-STAGE MAST,

GASOLINE FUELED, WITH 48" FORKS AND PNEUMATIC TIRESFZ-00261 5,000

29 (5) CENTRAMATIC AUXILIARY POWER UNITS 3,000 29 SPARE PARTS, HAND TOOLS AND MISCELLANEOUS OFFICE

FURNISHINGS1,000

29 2013 INTERNATIONAL PROSTAR TRUCK - salvage 3HSDJSJ5DN154489 500


EXHIBIT "2"Joe Brown Leasing asset inventory

LOT UNIT DESCRIPTION SERIAL NUMBER FLV Claim Equity

or (Deficit)

Claim No. Claimant

1-A 2074 2016 FREIGHTLINER CASCADIA 3AKJGLDV7GSHB5790 50,000 1-B 2075 2016 FREIGHTLINER CASCADIA 3AKJGLDV9GSHB5791 40,000

2-A 2034 2013 FRIEGHTLINER CASCADIA 1FUJGLDV3DSBS3238 30,000 2-B 2035 2013 FRIEGHTLINER CASCADIA 1FUJGLDV5DSBS3239 30,000 2-C 2036 2013 FRIEGHTLINER CASCADIA 1FUJGLDV1DSBS3240 30,000 2-D 2037 2013 FRIEGHTLINER CASCADIA 1FUJGLDV3DSBS3241 30,000 2-E 2038 2013 FRIEGHTLINER CASCADIA 1FUJGLDV5DSBS3242 30,000 2-F 2040 2013 FRIEGHTLINER CASCADIA 1FUJGLDV9DSBS3244 30,000 2-G 2041 2013 FRIEGHTLINER CASCADIA 1FUJGLDV0DSBS3245 30,000 2-H 2042 2013 FRIEGHTLINER CASCADIA 1FUJGLDV2DSBS3246 30,000 2-I 2043 2013 FRIEGHTLINER CASCADIA 1FUJGLDV4DSBS3247 30,000

270,000 286,716 (16,716) #2.6 Mercedes Benz

2-J 2044 2013 FREIGHTLINER CASCADIA 1FUJGLDV6DSBS3248 30,000 2-K 2045 2013 FREIGHTLINER CASCADIA 1FUJGLDV8DSBS3249 30,000 2-L 2046 2013 FREIGHTLINER CASCADIA 1FUJGLDV4DSBS3250 30,000 2-M 2047 2013 FREIGHTLINER CASCADIA 1FUJGLDV6DSBS3251 30,000 2-N 2048 2013 FREIGHTLINER CASCADIA 1FUJGLDV8DSBS3252 16,000

136,000 55,380 80,620 #2.7 Mercedes Benz

3-A 1904 2012 FREIGHTLINER CASCADIA 1FUJGLDV7CSBD9145 26,000 3-B 1905 2012 FREIGHTLINER CASCADIA 1FUJGLDV9CSBD9146 26,000 3-C 1906 2012 FREIGHTLINER CASCADIA 1FUJGLDV0CSBD9147 26,000 3-D 1907 2012 FREIGHTLINER CASCADIA 1FUJGLDV2CSBD9148 26,000 3-E 1908 2012 FREIGHTLINER CASCADIA 1FUJGLDV4CSBD9149 26,000

3-F 1941 2012 FREIGHTLINER CASCADIA 1FUJGLDV0CSBD9150 26,000 3-G 1942 2012 FREIGHTLINER CASCADIA 1FUJGLDV2CSBD9151 26,000 3-H 1943 2012 FREIGHTLINER CASCADIA 1FUJGLDV4CSBD9152 7,000 3-I 1944 2012 FREIGHTLINER CASCADIA 1FUJGLDV6CSBD9153 15,000 3-J 1945 2012 FREIGHTLINER CASCADIA 1FUJGLDV8CSBD9154 26,000

100,000 49,527 50,473 #2.3 Mercedes Benz

3-K 1963 2012 FREIGHTLINER CASCADIA 1FUJGLDVXCSBD9155 7,000 3-L 1964 2012 FREIGHTLINER CASCADIA 1FUJGLDV1CSBD9156 26,000 3-M 1965 2012 FREIGHTLINER CASCADIA 1FUJGLDV3CSBD9157 7,000 3-N 1966 2012 FREIGHTLINER CASCADIA 1FUJGLDV5CSBD9158 26,000 3-O 1967 2012 FREIGHTLINER CASCADIA 1FUJGLDV7CSBD9159 26,000

92,000 71,585 20,415 #2.4 Mercedes Benz

4-A 2028 2013 INTERNATIONAL PROSTAR + 3HSDJSJR5DN154490 7,000 4-B 2029 2013 INTERNATIONAL PROSTAR + 3HSDJSJR7DN154491 12,000 4-C 2030 2013 INTERNATIONAL PROSTAR + 3HSDJSJR9DN154492 12,000 4-D 2031 2013 INTERNATIONAL PROSTAR + 3HSDJSJR0DN154493 8,000

39,000 75,286 (36,286) #2.5 Mercedes Benz

5-A 1924 2012 INTERNATIONAL PROSTAR + 3HSDJSJR2CN605552 12,000 5-B 1925 2012 INTERNATIONAL PROSTAR + 3HSDJSJR4CN605553 12,000 5-C 1926 2012 INTERNATIONAL PROSTAR + 3HSDJSJR6CN605554 12,000 5-D 1929 2012 INTERNATIONAL PROSTAR + 3HSDJSJR1CN605557 9,000 5-E 1930 2012 INTERNATIONAL PROSTAR + 3HSDJSJR3CN605558 12,000 5-F 1931 2012 INTERNATIONAL PROSTAR + 3HSDJSJR5CN605559 12,000 5-G 1932 2012 INTERNATIONAL PROSTAR + 3HSDJSJR1CN605560 12,000 5-H 1933 2012 INTERNATIONAL PROSTAR + 3HSDJSJR3CN605561 12,000 5-I 1934 2012 INTERNATIONAL PROSTAR + 3HSDJSJR7CN605563 12,000

105,000 55,380 49,620 #2.8 People's Capita

6-A 1955 2011 TRAIL KING PNEUMATIC 1TKP04227CW064308 22,000 6-B 1956 2011 TRAIL KING PNEUMATIC 1TKP04229CW064309 22,000


EXHIBIT "2"Joe Brown Leasing asset inventory

LOT UNIT DESCRIPTION SERIAL NUMBER FLV Claim Equity

or (Deficit)

Claim No. Claimant

6-C 1957 2011 TRAIL KING PNEUMATIC 1TKP04225CW064310 22,000 6-D 1958 2011 TRAIL KING PNEUMATIC 1TKP04227CW064311 22,000 6-E 1959 2011 TRAIL KING PNEUMATIC 1TKP04221CW064319 22,000 6-F 1960 2011 TRAIL KING PNEUMATIC 1TKP04226CW074375 22,000

132,000 71,451 60,549 #2.1 CAT Financial

7-A 2050 2012 POLAR PNEUMATIC TRAILER 1PMB14122C5011534 24,000 7-B 2051 2012 POLAR PNEUMATIC TRAILER 1PMB14124C5011535 24,000 7-C 2052 2012 POLAR PNEUMATIC TRAILER 1PMB14126C5011536 24,000 7-D 2053 2012 POLAR PNEUMATIC TRAILER 1PMB14128C5011537 24,000

96,000 129,781 (33,781) #2.2 CAT Financial

10-A 1859 2010 CPS BELLY DUMP 5MC111620AP011296 16,000 10-B 1860 2010 CPS BELLY DUMP 5MC111622AP011297 16,000 10-C 1862 2010 CPS BELLY DUMP 5MC111626AP011299 16,000 10-D 1863 2010 CPS BELLY DUMP 5MC111629AP011300 16,000 10-E 1864 2010 CPS BELLY DUMP 5MC111620AP011301 16,000 10-F 1865 2010 CPS BELLY DUMP 5MC111622AP011302 16,000 10-G 1866 2010 CPS BELLY DUMP 5MC111624AP011303 16,000 10-H 1867 2010 CPS BELLY DUMP 5MC111626AP011304 16,000 10-I 1868 2010 CPS BELLY DUMP 5MC111628AP011305 16,000


EXHIBIT “3”



) ) ) ) ) ) ) ) ) )


BIDDING PROCEDURES

By motion dated February 1, 2017, (the “Motion”), Douglas N. Gould (“Trustee”), trustee in the above-captioned bankruptcy case, sought approval of, among other things, the procedures through which he will determine the highest or otherwise best price for the sale (the “Sale”) of substantially all of the assets (except for financial assets such as accounts receivable) of Joe Brown Company, Inc. Case No. 16-13563 (“JBC”) and all of the assets (except for financial assets such as accounts receivable) of Joe Brown Leasing, Inc. Case No. 16-13565 (“JBL”) outside the ordinary course of business (collectively, the “Tangible Assets”). The Tangible Assets of JBC are more particularly described in the property list (the “JBC Asset Inventory List”) attached to the Motion as Exhibit “1”. The Tangible Assets of JBL are more particularly described in the property list (the “JBL Asset Inventory List”) attached to the Motion as Exhibit “2”.

On ___________________ ______, 2017, the United States Bankruptcy Court for the Western District of Oklahoma (the “Court”) entered an order (the “Bidding Procedures Order”), which, among other things, authorized the Trustee to determine the highest or otherwise best bid for the Tangible Assets through the process and procedures set forth below (the “Bidding Procedures”).

The sale will be subject to the competitive bidding procedures set forth below and to approval of the Court pursuant to sections 105 and 363 of chapter 11 of title 11 of the United States Code (collectively, the “Bankruptcy Code”).

A. Participation Requirements.

Subject to the restrictions specified herein, persons/entities qualifying as “Qualified Bidders,” as determined by the Trustee, will be permitted to submit competing offers or bids for the Tangible Assets or certain groups of the Tangible Assets as specified below. If one or more Qualified Bidders submits a bid for the Tangible Assets, the following rules (the “Overbid Procedures”) shall apply:

1. Any competing bid shall:


EXHIBIT “3”

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a. Be comprised of the purchase price in cash denominated in United States Dollars; and

b. Not be conditioned on obtaining financing or on the outcome of

unperformed due diligence, including with respect to mechanical defects, by the Potential Bidder with respect to the assets that the bidder is seeking to purchase, or have other material conditions or contingencies to closing, unless otherwise consented to by the Trustee.

2. Each subsequent bid for the Tangible Assets shall be in the increments (“Qualified Increment”) set forth below:

For purposes of considering competing offers or bids, the highest and best Qualified Bid (as defined below) shall be considered the opening bid at the Auction.

B. Bid Requirements.

A “Qualified Bid” is one a bid that satisfies the requirements set forth in these Bidding Procedures and that otherwise in an amount equal to at least:

Lot Individual

Unit Entire Lot Bulk Bid

1, 2, 3 1,500 5,000 N/A

4 and 5 1,000 2,000 N/A

6 and 7 1,500 5,000 N/A

8 1,000 1,000 N/A

10 and 11 1,000 5,000 N/A

12 through 23 500 1,000 N/A

24 through 28 500 500 N/A

29 N/A 1,000 N/A

30 N/A N/A 10,000

Qualified Increment


EXHIBIT “3”

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Lot Per Unit Enter Lot Bulk Asset

1 30,000 60,000 N/A

2 20,000 300,000 N/A

3 15,000 240,000 N/A

4 7,500 30,000 N/A

5 7,000 65,000 N/A

6 14,000 130,000 N/A

7 15,000 80,000 N/A

8 15,000 15,000 N/A

9 NA N/A

10 13,000 120,000 N/A

11 10,000 100,000 N/A

12 3,000 17,000 N/A

13 2,500 2,500 N/A

14 1,000 1,000 N/A

15 10,000 20,000 N/A

16 7,500 7,500 N/A

17 4,000 4,000 N/A

18 4,000 8,000 N/A

19 10,000 10,000 N/A

20 3,500 7,000 N/A

21 750 750 N/A

22 750 750 N/A

23 750 750 N/A

24 1,500 1,500 N/A

25 2,000 2,000 N/A

26 1,000 1,000 N/A

27 2,500 2,500 N/A

28 1,500 1,500 N/A

29 100 7,500 N/A

30 N/A N/A 1,200,000

Minimum Qualified Bid NA NA


EXHIBIT “3”

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The Trustee shall determine whether a bid qualifies as a Qualified Bid. No waiver of any of the Bid Requirements contained in this section shall be permitted without the consent of the Trustee.

Any entity wishing to participate in the bidding process (each a “Potential Bidder”)

must submit a bid for the Tangible Assets. A Potential Bidder that becomes a Qualified Bidder shall be permitted to participate in

the Auction and to bid for the Tangible Assets. To participate in the process detailed by these Bidding Procedures and to otherwise be considered for any purpose hereunder, each Potential Bidder must on or before the Bid Deadline (defined below):

1. Not condition its bid on obtaining financing or on the outcome of unperformed due diligence, including with respect to mechanical defects, by the Potential Bidder with respect to the assets that the Potential Bidder is seeking to purchase, unless otherwise consented to by the Trustee.

2. Submit to the Trustee an executed confidentiality agreement in form and substance acceptable to the Trustee.

3. Fully disclose the identity of each entity that will be bidding for the assets or otherwise participating in connection with such bid and the complete terms of any such participation.

4. Submit a bid in a single amount for each designated individual asset or group of Tangible Assets (“Lot Bids”) or for all Tangible Assets (“Bulk Bids”) as set forth below:

Lot Description

1 2016 Freightliner Tractors – 2 Cascadia Model Units offered individually as Lots 1-A and 1-B

2 2013 Freightliner Tractors – 14 Cascadia Model Units offered individually as Lots 2-A through 2-N

3 2012 Freightliner Tractors – 15 Cascadia Model Units offered individually as Lot 3-A through 3-O

4 2013 International Tractors – 4 Prostar Model Units offered individually as Lots 4-A through 4-D

5 2012 International Tractors – 9 Prostar Model Units offered individually as Lots 5-A through 5-I

6 2011 Trail King Trailers – 6 Pneumatic Model Units offered individually as Lots 6-A through 6-F


EXHIBIT “3”

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7 2012 Polar Trailers – 4 Pheumatic Model Units offered individually as Lots 7-A through 7-D

8 2012 Heil Trailer – 1 Pneumatic Model Unit offered individually as Lot 8

9 LOT 9 INTENTIONALLY LEFT BLANK

10 2010 CPS Trailers – 9 Belly Dumps Model Units offered individually as Lots 10-A through 10-I

11 2006 CPS Trailers – 10 Belly Dumps Model Units offered individually as Lots 11-A through 11-J

12 1990 Fruehauf Trailers – 6 Belly Dumps Model Units offered individually as Lots 12-A through 12-F

13 1988 Fruehauf Trailer – 1 Belly Dump Model Unit offered individually as Lot 13

14 2007 Eagle Trailer – 1 End Dump Model Unit offered individually as Lot 14

15 2005 Clement Trailers – 2 End Dumps Model Unit offered individually as Lots 15-A and 15-B

16 2003 Ram Trailer – 1 End Dump Model Unit offered individually as Lot 16

17 1997 Clement Trailer – 1 End Dump Model Unit offered individually as Lot 17

18 1996 Ranco Trailer – 2 End Dump Model Units offered individually as Lots 18-A and 18-B

19 2015 Transcraft Trailer – 1 Flat Bed Model Units offered individually as Lot 19

20 1992 Wabash Trailers – 2 Flat Bed Model Units offered individually as Lots 20-A and 20-B



23 1966 Fruehauf Trailer – 1 Flat Bed Model Unit offered individually as Lot 23


EXHIBIT “3”

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24 1998 Fruehauf Box Van Trailer – 1 Flat Bed Model Unit offered individually as Lot 24

25 1980 International – 1 Winch Model Unit offered individually as Lot 25

26 1962 Mack – 1 Winch Model Unit offered individually as Lot 26

27 Wreck International – 1 Winch Model Unit offered individually as Lot 27

28 1994 Freightliner – FL60 Box Van Truck offered individually as Lot 28

29 Shop Equipment – Manlift, Welders, Press, Speed Fans, Recovery Unit, Crimper, Salvage Equipment, Spare Parts, Hand Tools and miscellaneous office furnishings offered individually as Lot 29

30 All Assets (“Bulk Bid Assets”) set forth in Lots 1 through 29 above

5. Submit a bid in the form of cash denominated in United States Dollars (a “Cash Bid”).

6. Make a good faith cash deposit in the form of a cashier’s check or wire transfer into an interest-bearing escrow account (the “Escrow Account”) in an amount equal to10% of the competing bid or $1,000 whichever is greater. The deposit shall immediately become non-refundable and credited toward the purchase price if and when the Qualified Bidder making such deposit is declared to be the winning bidder at the hearing to approve the Sale (the “Sale Hearing”). In the event a Qualified Bidder is not the winning bidder, such Qualified Bidder’s deposit shall be refunded as set forth in the Bidding Procedures.

7. Provide reasonably satisfactory evidence, in the discretion of the Trustee of its financial ability to fully and timely perform and close the Sale.

8. Disclose any connections or agreements with the Debtor or any other known potential, prospective bidder or Qualified Bidder, and/or any officer, director or equity security holder of the Debtor or, alternatively, disclaim any such connection or agreement.

9. Confirm in writing its agreement to accept and abide by the terms, conditions and procedures set forth herein and provide evidence of authorization from the Potential Bidder’s board of directors (or comparable governing body) to enter into the Sale pursuant to the Modified Agreement. In the event that the Potential Bidder is an entity specially formed for the purpose of effectuating the contemplated transaction, then the Bidder must furnish evidence acceptable to the


EXHIBIT “3”

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Trustee, of the approval of the contemplated transaction by the equity holder(s) or members of such Potential Bidder.

10. Not request or entitle the Potential Bidder to any break-up fee, expense reimbursement, termination fee or similar type of payment or bid protection.

For purposes of the Bidding Procedures, and in exercising their rights to credit bid on the Tangible Assets, the Secured Creditors CAT Financial Corporation (“CAT”), Mercedes Benz Financial Services, LLC (“MBFS”) and People’s Capital and Leasing Corp. (“PCLC”) (collectively, “Secured Creditors”) shall be deemed to be Qualified Bidders in an amount not to exceed the allowed amount of each Secured Creditors secured claim without having to satisfy the Qualified Bidder requirements set forth above. The Secured Creditors shall be allowed to credit bid on those Lots containing the Tangible Assets subject to their security interest and secured lien. The Secured Creditors’ lien upon the Tangible Assets is as follows:

CAT: Allowed Secured Claim of $93,315.38 - Lot 6 and, if agreed, Allowed Secured

Claim of $156,314.03 - Lot 7. (Proof of Claim No. 27 to the JBC Claims Register);

MBFS: Allowed Secured Claim $539,000.00 - Lots 1-4. (Proof of Claim No. 2 to the JBL Claims Register);

PCLP: Allowed Secured Claim $86,000.00 - Lot 5 (Proof of Claim No. 33 to the JBL

Claims Register). The Trustee shall promptly provide counsel for Secured Creditors a copy of all bids

related to the Tangible Assets in and to which they claim to own a security interest. The Trustee will promptly advise each Potential Bidder in writing whether or not the Potential Bidder is a Qualified Bidder. If a bid submitted on or prior to the Bid Deadline fails to meet all the requirements of a Qualified Bid, the Trustee is permitted to work with the Potential Bidder in an effort to cure any defects in such bid and to cause such bid to become a Qualified Bid prior to the commencement of the Auction.

C. Bid Deadline.

The Bid Deadline for submitting bids on the Tangible Assets by a Potential Bidder shall be April 7, 2017 at 2:00 PM (Prevailing Central Time).

A Potential Bidder that desires to make a bid must deliver written copies of its bid, by

mail, facsimile, or e-mail, so as to be received prior to the Bid Deadline to (i) Douglas N. Gould, Trustee, 6303 Waterford Blvd., Ste. 260, Oklahoma City, Oklahoma 73118; (ii) counsel for the Debtor, McAfee & Taft, Two Leadership Square, 211 N. Robinson, 10th Floor, Oklahoma City, Oklahoma 73102, Attn: Beau M. Patterson; and (iii) the United States Trustee, 215 Dean A. McGee Ave., 4th Fl., Oklahoma City, Oklahoma 73102, Attn: Marjorie J. Creasey.

After the Bid Deadline, but at least two business days prior to the Auction, the Trustee

shall provide each Qualified Bidder that submits a Qualified Bid with a copy of all Qualified


EXHIBIT “3”

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Bids. D. Obtaining Due Diligence Access and Due Diligence Requests from Potential

Bidders. Upon execution of a confidentiality agreement in a form acceptable to the Trustee, any

Potential Bidder that wishes to conduct due diligence on the Debtor or the Tangible Assets may be granted access to all material information. The due diligence period for Potential Bidders will end one business day prior to the Bid Deadline.

The Trustee by and through the assistance of his marketing agent, Business Valuators &

Appraisers, L.L.C., shall coordinate all reasonable requests for additional information and due diligence access from Potential Bidders. No conditions relating to the completion of due diligence shall be permitted to exist after the Bid Deadline.

Each Potential Bidder shall comply with all reasonable requests for additional

information by the Trustee or BVA regarding such Potential Bidder’s financial wherewithal to consummate and perform obligations in connection with the Sale. Failure by the Potential Bidder to comply with requests for additional information may be a basis for a determination that a bid made by the Potential Bidder is not a Qualified Bid.

E. “As Is, Where Is”. The Sale of the Tangible Assets shall be on an “as is, where is” basis and without

representations or warranties of any kind, nature or description by the Trustee, the Debtor, their respective agents, or the Debtor’s bankruptcy estate, except to the extent a Winning Bidder requests an assignment and bill of sale on title to any vehicles or other property comprising the Tangible Assets that are purchased at the Sale. All of the Debtor’s rights, title and interest in and to the Tangible Assets shall be sold free and clear of all pledges, liens, security interests, encumbrances, claims, charges, options and interests thereon (collectively, the “Interests”), such Interests to attach to the net proceeds (if any) of the Sale of the Tangible Assets, with the same validity and priority as existed immediately prior to such Sale. Any sales tax due upon final sale and closing shall be the responsibility of the Qualified Bidder.

Each bidder shall be deemed to acknowledge and represent that it has had an opportunity

to inspect and examine the Tangible Assets prior to making its offer, that it has relied solely upon its independent review, investigation and/or inspection of any documents in making its bid, and that it did not rely upon any written or oral statements, representations, promises, warranties or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the Tangible Assets, or the completeness of any information provided in connection with the bidding process.

F. The Auction. If a Qualified Bid(s) made by a Qualified Bidder is received by the Bid Deadline, an

auction (the “Auction”) with respect to the sale of the Tangible Assets covered by such Qualified Bid(s) shall take place on April 11, 2017 at 9:00 AM (Prevailing Central


EXHIBIT “3”

9

Standard Time) (the “Auction Date”) at the yard and offices located at 1650 Sam Noble Parkway, Ardmore, OK 73401, or such other place and time as the Trustee shall notify all Qualified Bidders and other invitees. If, however, no such Qualified Bid is received with respect to Lots 1, 2, 3, 4, 5, 6 and 7 by the Bid Deadline, then the Auction will not be held with respect to Lots 1-7 and relief from the automatic stay will be made and the assets composing Lots 1-7 shall be abandoned authorizing the Secured Creditors to immediately take possession of the Tangible Assets subject to the security interests of CAT, MBFS and PCLC without any further action by the Secured Creditors. The following rules shall apply at the Auction:

1. Only Qualified Bidders that have submitted Qualified Bids will be entitled

to make a bid at the Auction;

2. Each Qualified Bidder must appear in person, have an authorized representative appear on the Qualified Bidder’s behalf or may appear telephonically, provided that the Qualified Bidder provide Trustee a telephone number based in the Continental United States at least 24 hours prior to the Auction Sale. Any Qualified Bidder appearing telephonically shall bear the risk of a failure of telephonic contact and the Auction Sale shall not be suspended due to the failure of telephone contact with a Qualified Bidder during the Auction Sale;

3. Each Qualified Bidder participating in the Auction will be required to confirm that it has not engaged in any collusion with respect to the bidding or the Sale;

4. The Trustee, in his reasonable business judgment, based in part on the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as may be relevant, will conduct the Auction in the manner which he determines will best promote the goals of the bidding process and will achieve the maximum value for the Tangible Assets;

5. At the Auction, Qualified Bidders will be permitted to increase their Qualified Bids (such increased Qualified Bid, a “Qualified Overbid”), provided that such Qualified Overbid must exceed the next highest bid by a Qualified Increment. In the case each of the Secured Parties, each Qualified Overbid may take the form of additional credit bid amounts in Qualified Increments up to the allowed amount of each Secured Parties’ Claims against the Debtor.

6. Qualified Bidders may then submit successive bids in Qualified Increments, provided, however, that the Trustee, shall retain the right to modify, in his reasonable business judgment, the bid increment requirements at the Auction.

7. At the conclusion of the Auction or, if no other Qualified Bids are received by the Bid Deadline, then as soon as practicable after the Bid Deadline, the Trustee shall review each Qualified Bid on the basis of the factors relevant to the bidding process, including those factors affecting the speed and certainty of consummating the Sale, and identify the highest, best and/or otherwise financially superior offer for the Tangible Assets (the “Winning Bid” and the entity or individual submitting such Winning Bid, the “Winning Bidder”). There may be only one Winning Bid for each Unit, Lot, or alternatively, one Winning Bid for a bulk purchase. The Trustee, in consultation with the Secured Creditors, shall also


EXHIBIT “3”

10

identify and announce the entity presenting the next highest bid (the “Next Highest Bid”) and the entity or individual presenting same (the “Next Highest Bidder”). At the Sale Hearing, the Trustee shall present the Winning Bid and Next Highest Bid to the Court for approval. The Trustee’s presentation of the announced Winning Bid to the Court for approval does not constitute the Trustee’s acceptance of such Winning Bid. The Trustee shall have accepted a Winning Bid only when the Court has approved such bid.

8. The Trustee, in consultation with the Secured Parties, may continue the Auction from time to time, provided the Auction will conclude on the Auction date.

9. The Trustee reserves all rights to terminate the bidding process at any time if the Trustee determines, in his reasonable business judgment, in consultation with the Secured Parties, that the bidding process will not maximize the value of the Debtor’s bankruptcy estate. In addition, the Trustee reserves all rights, after consultation with the Secured Parties, not to submit any bid that is not acceptable to the Trustee for approval to the Court. Without limiting the generality of the foregoing, the Trustee, in consultation with the Secured Parties, may reject, at any time before entry of an Order from the Court approving the Sale, approving any bid that, in the Trustee’s discretion, is (i) inadequate or insufficient, (ii) not in conformity with the requirements of the Bankruptcy Code or the Bidding Procedures, or (iii) contrary to the best interests of the Debtor, its estate and its creditors.

G. Other Terms. At the conclusion of the Auction, the Winning Bid shall be the bid made pursuant to the

Bidding Procedures Order that represents the highest or otherwise best offer as determined by the Trustee, in consultation with the Secured Parties. If an Auction is held, the Trustee shall be deemed to have accepted a Qualified Bid only when (i) such bid is declared the Winning Bid at the Auction, (ii) the Winning Bidder shall have paid any additional deposit required to cause the total deposit to be 10% of the Winning Bid (the “Additional Deposit”); and (iii) definitive documentation has been executed in respect thereof. The Winning Bidder(s) shall make the Additional Deposit into the Escrow Account within one (1) business day after the conclusion of the Auction. Such acceptance by the Trustee of the Winning Bid is conditioned upon approval by the Court of the Winning Bid and the entry of an Order approving such Winning Bid(s). In the event that the Trustee is unable to close the transaction with the Winning Bidder then, at the option of the Trustee, in consultation with the Secured Parties, the Trustee may elect to close the transaction with the Next Highest Bidder as contemplated by Section J.2 below, in which case such Next Highest Bidder will be deemed the Winning Bidder for purposes of these Bidding Procedures.

For the avoidance of doubt, and notwithstanding anything herein that may

arguably be construed to the contrary, any and all cash, cash equivalents, and other forms of consideration paid by the Winning Bidder(s) to the Trustee upon the closing of the Sale must be paid as follows:

FIRST: In payment of the allowed amount of each Secured Creditors’

claims as evidenced by CAT Proof of Claim No. 27 to the JBC Claims Register as allocated herein, MBFS Proof of Claim No. 2 to the JBL Claims Register , and PCLC Proof of Claim No.


EXHIBIT “3”

11

33 to the JBL Claims Register. SECOND: In payment of all administrative claims that are allowed under

Section 507 of the Bankruptcy Code and all reasonable costs incurred in connection with the Trustee’s Sale of the Tangible Assets;

THIRD: That the surplus proceeds realized from the Sale, if any, be paid

into the Trustee Account for further order of the Court as to disposition thereof. H. Sale Hearing. On April __, 2017 at ___:___ ___.m. Prevailing Central Time, the Court will hold a

hearing (the “Sale Hearing”) to consider approval of the Sale of the Tangible Assets to the Winning Bidder(s), or to approve the Sale of the Tangible Assets to the Secured Parties pursuant to credit bids up to the allowed amount of the Secured Parties claims as referenced herein.

I. Return of Deposit. Upon approval of the Sale by the Court, the Winning Bidder’s deposit (including the

Additional Deposit(s)) shall immediately become non- refundable. Within two (2) business days after the closing of the Sale to the Winning Bidder, the refundable deposits of all unsuccessful bidders will be refunded. In the event a dispute arises about whether a deposit is refundable or non-refundable, the deposit shall remain in the Escrow Account pending a resolution of the dispute by the Court.

J. Failure to Close.

The transaction evidenced by the Winning Bid shall close not later than three (3) business days after entry of the Order approving the Sale (the “Closing Date”) at which time the Winning Bidder shall pay the balance of the Winning Bid, less its prepaid deposit, into the Escrow Account.

In the event a declared Winning Bidder fails to timely perform any of its obligations as

set forth above or pursuant to the definitive agreements: 1. The declared Winning Bidder shall forfeit all deposits made without

regard to the Trustee’s ultimate damages occasioned by such failure; such deposits shall be applied to the Trustee’s damages, if any, and shall not constitute liquidated damages; and, notwithstanding the foregoing, the Trustee and the bankruptcy estate shall retain all other rights, remedies, claims, counterclaims, and defenses, including the right to seek equitable or injunctive relief.

2. In the event there are two or more Qualified Bidders who submit bids,

the Next Highest Bidder shall keep its final and highest bid open for a period of 20 (twenty) days pending a closing of a transaction with the Winning Bidder. In the event that a transaction


EXHIBIT “3”

12

represented by any higher or better bid is not consummated by the Closing Date (unless the Closing Date is extended as set forth herein), the Next Highest Bidder shall be deemed the Winning Bidder without further order of the Court, and such bidder shall be required to consummate the transaction contemplated in its bid within ten (10) days of being deemed the Winning Bidder. Any deemed Winning Bidder who fails to timely perform shall forfeit all deposits made without regard to the Trustee’s ultimate damages occasioned by such failure; such deposits shall be applied to the Trustee’s damages, if any, and shall not constitute liquidated damages; and, notwithstanding the foregoing, the Trustee and the bankruptcy estate shall retain all other rights, remedies, claims, counterclaims, and defenses, including the right to seek equitable or injunctive relief.

3. The Trustee, in consultation with the Secured Parties, may grant any

declared Winning Bidder additional time to perform, and, to the extent necessary, extend the Closing Date.

K. Fees and Expenses. Any bidders presenting bids shall bear their own fees, expenses and any sales/transfer

taxes in connection with the proposed sale, whether or not such sale is ultimately approved. Further, by submitting a bid, a Potential Bidder shall be deemed to have waived its right to pursue a substantial contribution claim under section 503 of the Bankruptcy Code or in any way related to the submission of its bid or the Bidding Procedures.

In the event a Secured Creditor is the Winning Bid on any lot bid for which it credit bids,

the Secured Creditor shall be responsible for the pro rate portion of the costs of sale of the Tangible Assets not the exceed 10% of the total sales costs.

L. Reservations of Rights. The Bidding Procedures may be modified by the Trustee, in consultation with the

Secured Creditors, at any time prior to or during the Auction if the Trustee determines, in consultation with the Secured Creditors, that such modifications will better promote the goals of the Auction process and the maximization of value to the bankruptcy estate. The Secured Creditors fully reserves and shall have the full right and opportunity to credit bid on the Tangible Assets subject to each Secured Creditor’s security interest lien pursuant to Section 363(k) of the Bankruptcy Code and other applicable law up to the allowed amount of the Secured Creditors’ claims as referenced herein.


EXHIBIT “4”



) ) ) ) ) ) ) ) )


NOTICE OF AUCTION AND SALE HEARING

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. On September 1, 2016, (the “Petition Date”), Joe Brown Company, Inc. (“JBC”)

debtor in the above-captioned case filed a voluntary petition for relief pursuant to Chapter 7 of

Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy

Court for the Western District of Oklahoma (the “Bankruptcy Court”). On September 1,

2016, Joe Brown Leasing, Inc. (“JBL”) debtor in case number 16-13565 filed a voluntary

petition for relief pursuant to Chapter 7 of the Bankruptcy Code. On September 1, 2016, Joe

Brown Holding, Inc. debtor in case number 16-13566 filed a voluntary petition for relief

pursuant to Chapter 7 of the Bankruptcy Code. All three cases have been ordered to be jointly

administered. Douglas N. Gould was appointed trustee on September 2, 2016(the “Trustee”) in

all three cases. On February 1, 2017, the Trustee filed (i) a Motion (the “Bid Procedures

Motion”) for entry of an order (a) establishing bidding procedures (the “Bidding Procedures”)

in connection with the sale (the “Sale”) of substantially all of the assets of JBC and JBL

(collectively, the “Tangible Assets”), (b) approving the form and manner of notices of the Sale,

and (c) scheduling dates for an auction and hearing to approve the Sale; and (ii) a Motion (the

“Sale Motion”) for entry of an order (the “Sale Order”) approving the Sale of the Tangible


EXHIBIT “4”

Assets of JBC and JBL free and clear of all liens, claims, encumbrances and interests of any

kind to the Winning Bidders in connection with the Sale (the “Sale Motion”) [Dkt. No. _____].1

2. On ____________ _______, 2017, the Bankruptcy Court entered an order

approving the Bidding Procedures (the “Bidding Procedures Order”), pursuant to which an

auction (the “Auction”) of the Debtor’s Tangible Assets shall take place on April 11, 2017 at

9:00 A.M. (Prevailing Central Time). The Auction will be conducted by the Trustee at the

Debtors’ yard and offices located at 1650 Sam Noble Parkway, Ardmore, OK 73401. The

hearing to consider approval of the Sale of the Debtor’s Tangible Assets (the “Sale Hearing”) to

the Winning Bidder, free and clear of all liens, claims, and encumbrances, will be held before the

Bankruptcy Court, Ninth Floor Courtroom, Old Post Office Building, 215 Dean A. McGee

Avenue, Oklahoma City, Oklahoma at __:___ _.M. (Prevailing Central Time) on _________,

2016, or at such other time thereafter as counsel may be heard. The Sale Hearing may be

adjourned from time to time without further notice to creditors or parties in interest other than by

announcement of the adjournment in open court on the date scheduled for the Sale Hearing.

3. Objections, if any, to the relief requested in the Sale Motion must: (a) be in

writing; (b) comply with the Bankruptcy Rules and the Local Rules of the Bankruptcy Court for

the Western District of Oklahoma; (c) be filed with the clerk of the Bankruptcy Court for the

Western District of Oklahoma on or before April 13, 2017; and (d) be served upon (i) Douglas

N. Gould, Trustee, 6303 Waterford Blvd., Ste. 260, Oklahoma City, Oklahoma 73118;

4. UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN

ACCORDANCE WITH THIS NOTICE, IT MAY NOT BE CONSIDERED BY THE

BANKRUPTCY COURT AND THE BANKRUPTCY COURT MAY GRANT THE

1 All capitalized terms used but not otherwise defined herein have the same meaning ascribed to them in the Bid Procedures Motion.


EXHIBIT “4”

RELIEF REQUESTED IN THE BID PROCEDURES MOTION AND THE SALE

MOTION WITHOUT CONSIDERATION OF SUCH OBJECTION.

5. This Notice and the Sale Hearing is subject to the fuller terms and conditions of

the Bid Procedures Motion and the Bidding Procedures Order, which shall control in the event of

any conflict, and the Trustee encourages parties-in-interest to review such documents in their

entirety.

6. Parties interested in receiving more information regarding the Sale of the Debtor’s

Tangible Assets and/or copies of any related document, including access to the data room that

was created to help facilitate the Sale, may make a written request to (i) David R. Payne,

Director for Business Valuators & Appraisers, L.L.C., 119 North Robinson Ave., Ste. 400,

Oklahoma City, OK 73102, or (ii) Larry L. Perdue, Executive Director for Asset Appraisal

Corporation, 2000 East 15th Street, Bldg. 300, Edmond, OK 73013.

7. In addition, copies of the Bid Procedures Motion, the Bidding Procedures, the

Bidding Procedures Order and this Notice can be found on (i) the Bankruptcy Court’s website,

and (ii) at www.__________________

Dated: Oklahoma City, Oklahoma __________ ________, 2017

Respectfully submitted,

__________________________________


Label Matrix for local noticing Greenwich Insurance Company Joe Brown Company, Inc. 1087-5 c/o Meltzer, Purtill & Stelle LLC PO Box 1669 Case 16-13563 300 South Wacker Drive Ardmore, OK 73402-1669 Western District of Oklahoma Suite 2300 Oklahoma City Chicago, IL 60606-6701 Wed Feb 1 12:59:06 CST 2017

People’s Capital and Leasing Corp. USBC Western District of Oklahoma ABBOTT BUILDING CO. c/o Evan S. Goldstein, Esq. 215 Dean A. McGee PO BOX 60550 Updike, Kelly & Spellacy, P.C. Oklahoma City, OK 73102-3426 MIDLAND TX 79711-0550 100 Pearl Street, 17th Fl. PO Box 231277 Hartford, CT 06123-1277

ADVANCE BUSINESS CAPITAL A TRIUMPH CO. ADVANCE MOBILE WASH SERVICE ADVENTURE ENTERPRISES, INC. 701 CANYON DRIVE, SUITE 100 P.0. BOX 34 P. 0. BOX 3453 COPPELL TX 75019-3873 ARDMORE OK 73401 EDMOND OK 73083-3453

AETNA LIFE INSURANCE COMPANY AIRGAS SYSTEM LLC AIRGAS USA LLC P.O. BOX 7247-0213 818 N OAK STREET P.O. BOX 676015 PHILADELPHIA PA 17170-0213 GUTHRIE OK 73044-1874 DALLAS TX 75320-4769

ALK TECHNOLOGIES INC. ALLY AMERICAN HERITAGE LIFE INSURANCE CO. P.O. BOX 204769 P.O. BOX 78234 P.O. BOX 650514 DALLAS TX 75320-4769 PHOENIX AZ 85062-8234 DALLAS TX 75265-0514

ANDREW JAMES BURTON ARBUCKLE INVESTMENTS INC. ARDMORE CHAMBER OF COMMERCE INC. P.0. BOX 877 10 W MAIN, SUITE 306 P.O. BOX 1585 ARDMORE OK 73402-0877 ARDMORE OK 73401-6515 ARDMORE OK 73402-1585

ARDMORE PHYSICAL THERAPY INC. ARDMORE WATER DEPARTMENT AT&T P 0 BOX 1686 P.O. BOX 249 P 0 BOX 105414 ARDMORE OK 73402-1686 ARDMORE OK 73402-0249 ATLANTA GA 30348-5414

AUTO ELECTRIC SALES Aetna, Inc. Airgas USA LLC 614 MOORE SW P 0 BOX 609 Andrew F. Lopez 110 West 7th St Suite 1400 ARDMORE OK 73402-0609 McGuireWoods LLP Tulsa OK 74119-1077 PO Box 31247 Charlotte, NC 28231-1247

Arbuckle Investments, Inc. BAKER CORP BELL & COMPANY c/o Teresa Brown P 0 BOX 843596 4504 BURROW DR 10 W. Main Street, Ste 306 LOS ANGELES CA 90084-3596 NORTH LITTLE ROCK AR 72116-7039 Ardmore, OK 73401-6515

BILLINGSLEY FORD INC. ARDMORE BILLY RAY AND ANGIE BEAN BLESSING GRAVEL LLC P 0 BOX 1745 P.O. BOX 73 4109 S HUTCHINS LN SHAWNEE OK 74802-1745 MANNSVILLE OK 73447-0073 TISHOMINGO OK 73460-4039


BLUE BEACON INTERNATIONAL INC. BMO Harris Bank N.A. BOWMAN TIRE & AUTO SERVICE PO BOX 856 c/o Stewart E. Field, OBA #2891 P 0 BOX 853 SALINA KS 67402-0856 6440 S. Lewis Ave., Suite 100 ARDMORE OK 73402-0853 Tulsa, OK 74136-1039

BROWN SCOTT BUREAU OF WASTE MANAGEMENT CABLE ONE 1628 BRENTWOOD CIRCLE 100 SW JACKSON, SUITE 320 PO BOX 78407 ARDMORE OK 73401-9796 TOPEKA KS 66612-1366 PHOENIX AZ 85062-8407

CAPITAL ONE BANK CITY TRAILER INC. COLONIAL LIFE & ACCIDENT P 0 BOX 60599 10220 W. RENO AVE, SUITE 100 P.O. BOX 1365 CITY OF INDUSTRY CA 91716-0599 OKLAHOMA CITY OK 73127-7155 COLUMBIA SC 29202-1365

COMDATA NETWORK INC. COMMUNITY CARE EAP COOPER AUTO STORES P 0 BOX 845738 P 0 BOX 21228 DEPT 4 207 E MAIN DALLAS TX 75284-5738 TULSA OK 74121-1228 DAVIS OK 73030-1903

COUNTRY BUILDING CENTER - ARDMORE Caterpillar Financial Services Corporation Clifford S. Brown 821 W MAIN Jerome S. Sepkowitz 1628 Brentwood Cir ARDMORE OK 73401-4540 4800 N. Lincoln Blvd. Ardmore, OK 73401-9796 Oklahoma City, OK 73105-3321

DAVENPORT GROUP, INC. DAVID GOULD - 03 DAVIS MUNICIPAL AUTHORITY 4166 LEXINGTON AVE N P.O. BOX 926 227 E MAIN ST SAINT PAUL MN 55126-6106 CALERA OK 74730-0926 DAVIS OK 73030-1903

DEHART SHEET METAL & ROOFING DELBERT HEARN DELTA DENTAL 115 4TH SW 119 SHANNON DR P.O. BOX 960020 P 0 BOX 914 MCLOUD OK 74851-9000 OKLAHOMA CITY OK 73196-0020 ARDMORE OK 73401-4908

DENNIS PISON DEPARTMENT OF ENVIRONMENT QUALITY ADMIN DIRECT DISCOUNT TIRES OF STILLWATER 927 P. STREET SW P.O. BOX 2036 601 S. MAIN ARDMORE OK 73401-3584 OKLAHOMA CITY OK 73101-2036 STILLWATER OK 74074-4060

DIRECTORY PUBLISHING SOLUTIONS DOLESE BROS. CO. E & A MATERIALS, INC 16640 CHESTERFIELD GROVE ROAD P.O. BOX 960144 P.O. BOX 365 SUITE 220 OKLAHOMA CITY OK 73196-0144 WICHITA FALLS TX 76307-0365 CHESTERFIELD MO 63005-1410

EAST TEXAS POTASH LP EDWARDS INDUSTRIES, INC. EUGENE EARLEY 18046 DEER TRAIL, P.O. BOX 180 12403 PINEVIEW CIRCLE FLINT TX 75762-4000 PAULS VALLEY OK 73075-0180 KINGSTON OK 73439-5508


EVERBANK COMMERCIAL FINANCE, INC. EXIT 5 SAND & GRAVEL, LLC Everbank Commercial Finance P.O. BOX 911608 P.O. BOX 911608 10 Waterview Blvd DENVER CO 80291-1608 DENVER CO 80291-1608 Parsippany NJ 07054-7607

FASTENAL COMPANY FEDERAL EXPRESS FIRST NATIONAL BANK P.O. BOX978 P.O. BOX 660481 P.0. BOX 69 WINONA MN 55987-0978 DALLAS TX 75266-0481 ARDMORE OK 73401

FUTURE INVESTMENTS CO. Fastenal Company Fleetcor Technologies P.O. BOX 14905 2001 Theurer Blvd 16800 Greenspoint Park Suite 255N OKLAHOMA CITY OK 73113-0905 Winona MN 55987-9902 Houston TX 77060-2387

GRAHAM INTERNATIONAL, INC. GRAHAM TRUCK TIRE CENTER, LP Greenwich Insurance Company 5800 TEXOMA PARKWAY 1002 W, BULLOCK STREET c/o Timothy W. Brink SHERMAN TX 75090-2134 DENISON TX 75020-5806 Meltzer Purtill & Stelle LLC 300 South Wacker Drive, Suite 2300 Chicago, IL 60606-6701

HALIBURTON ENERGY SERVICES HALL’S ENTERPRISES, INC HANSON AGGREGATES - DAVIS 3000 N. SAM HOUSTON PKWY E 14815 US HWY 70 799 E PARKER AVE BUILDING PLAZA 2, ROOM 3220L ARDMORE OK 73401-8780 P 0 BOX 599 HOUSTON TX 77032 DAVIS OK 73030

HAROLD J. FORMBY, III HAZARDOUS WASTE MGMT FUND KDHE HEARTLAND LLC P.O. BOX 446 1000 SW JACKSON STE 320 P.O. BOX 2462 ATOKA OK 74525-0446 TOPEKA KS 66612-1366 ARDMORE OK 73402-2462

HIBU INC. - WEST HIRERIGHT LLC HRDIRECT P. 0. BOX 660052 PO BOX 847891 P. 0. BOX 451179 DALLAS TX 75266-0052 DALLAS TX 75284-7891 FORT LAUDERDALE FL 33345-1179

HUNTER HEAT & AIR LLC (p)IPFS CORPORATION J J KELLER & ASSOCIATES 707 S LAKE MURRAY DR 30 MONTGOMERY STREET P.O. BOX 6609 ARDMORE OK 73401-3845 SUITE 1000 CAROL STREAM IL 60197-6609 JERSEY CITY NJ 07302-3865

JAMES SUPPLIES JEFFERY MEEKS JIM BROWN P.O. BOX 360 1313 WEST TULSA 14009 SAW MILL RD PAULS VALLEY OK 73075-0360 SULPHUR OK 73086-2214 OKLAHOMA CITY OK 73170-8724

JOE BROWN HOLDING, INC. JOE BROWN LEASING, INC. JOE BROWN PROPERTIES P. 0. BOX 1669 P.O. BOX 1669 P.O. BOX 1669 ARDMORE OK 73402-1669 ARDMORE OK 73402-1669 ARDMORE OK 73402-1669


JOE BROWN PROPERTIES, INC. JOE BROWN PROPERTIES, INC. JOE BROWN PROPERTIES, INC. 1650 SAM NOBLE PARKWAY 1712 HIGHWAY 199E 90 HIGHWAY 110 ARDMORE OK 73401-7155 ARDMORE OK 73401-1607 DAVIS OK 73030-9387

JOE BROWN RENTALS, INC JOE BROWN RENTALS, INC JOE WOODWARD 1628 BRENTWOOD CIRCLE 20 3RD AVE NE ARDMORE OK 73401 148 BUCKSKIN ARDMORE OK 73401-9796 ARDMORE OK 73401-7284

Joe Brown Company, Inc. Joe Brown Properties, Inc. Joe Brown Rentals, Inc. McCarty Enterprises Group, LLC. c/o Teresa Brown 1628 Brentwood Cir 450 Main Street 10 W. Main Street, Ste 306 Ardmore, OK 73401-9796 Oley, PA 19547-9256 Ardmore, OK 73401-6515

John Trevor Hammons KEYSTONE FLEX ADMIN. LAW OFFICE OF WILLIAM E. JOHNSON 707 North Robinson P.O. BOX 5502 3141 HOOD ST. SUITE 650 Oklahoma City, OK 73102-6010 EDMOND OK 73083-5502 DALLAS TX 75219-5019

LAWSON PRODUCTS, INC. LOBDOCK, INC. MANUFACTURER’S NEWS INC. P.O. BOX 809401 2000 N. DREXEL BLVD. 1633 CENTRAL STREET CHICAGO IL 60680-9401 OKLAHOMA CITY OK 73107-3130 EVANSTON IL 60201-1569

MARK MONROE MARK URBANOSKY MARTIN MARIETTA MATERIAI,S, INC. C/0 DAVID M. CURTIS P. 0. BOX 1669 P.O. BOX 677061 381 CASA LINDA PLAZA #103 ARDMORE OK 73402-1669 DALLAS TX 75267-7061 DALLAS TX 75218-3471

MCKNOWN FAMILY CLINIC MERCY MEDICAL CLINIC MHC KENWORTH P.O. BOX 2371 P.O. BOX 505119 P.O. BOX 271270 ARDMORE OK 73402-2371 SAINT LOUIS MO 63150-5119 OKLAHOMA CITY OK 73137-1270

MICHAEL BARE MONTGOMERY TIRE & ALIGNMENT, INC MORDY, MORDY, PEREHM & WILSON PC 2600 SKYLARK RD 600 SOUTH 2ND P .0. BOX 457 CHICKASHA OK 73018-2678 DUNCAN OK 73533-7576 ARDMORE OK 73402-0457

MPH PENSION CONSULTANTS, LLC MUTUAL OF OMAHA Mark Monroe 6001 BRIDGE STREET SUITE 100 P.O. BOX 2147 Mitchell & Hammond FORT WORTH TX 76112-2494 OMAHA NE 68103-2147 512 NW 12th Street Oklahoma City, OK 73103-2407

Martin Marietta Materials Inc Meltzer Purtill & Stelle LLC NEW YORK LIFE J Lance Hopkins c/o Timothy W. Brink P.O. BOX 742582 219 W Keetoowah Meltzer Purtill & Stelle LLC CINCINNATI OH 45274-2582 Tahlequah OK 74464-3821 300 South Wacker Drive, Suite 2300 Chicago, IL 60606-6701


OKLAHOMA AZTEC CO., INC. OKLAHOMA DEPT OF TRANSPORTATION DIV 4 ANNEX OKLAHOMA PETROLEUM DIRECTORY 44701 TOOLEY ROAD 1100 E RENO 110 N. ROBINSON, SUITE 400 ASHER OK 74826-3602 OKLAHOMA CITY OK 73117-1806 OKLAHOMA CITY OK 73102-9022

OWENS CORNING SALES LLC Oklahoma Department of Environmental Quality PAUL D. OZBIRN P 0 BOX 69050 707 North Robinson 214 WEST MAIN STREET CHARLESTON WV 25334 Oklahoma City, OK 73102-6010 DAVIS OK 73030-1750

PRATT REGIONAL MEDICAL CENTER PREMIER TRUCK GROUP/ATC HOLDCO PRODUCERS COOP ELEVATOR 200 COMMODORE P 0 BOX 272430 P.O. BOX 69 PRATT KS 67124-3099 OKLAHOMA CITY OK 73137-2430 FLOYDADA TX 79235-0069

PROFESSIONAL OFFICE EQUIPMENT PROGRESSIVE ENERGY, LLC People’s Capital and Leasing Corp. 7 WEST MAIN STREET P.O. BOX 698 c/o Evan S. Goldstein, Esq. ARDMORE OK 73401-6513 ARDMORE OK 73402-0698 Updike, Kelly & Spellacy, P.C. 100 Pearl Street, PO Box 231277 Hartford CT 06123-1277

PetroChoice Dynamo LLC dba Universal Lubrica Premier Truck Group Producers Cooperative Elevator of Floydada, 2824 N Ohio 4200 Port Blvd Christopher Staine Wichita, KS 67219-4319 Dallas TX 75241-7637 324 N Robinson Ave Ste 100 Oklahoma City, OK 73102-6417

RAMSEY MEDIAWORKS, LLC RAYMOND SHEEHY RED ROCK PIT P.O. BOX 279 607 LORRAINE ROAD P.O. BOX 238 JOPLIN MO 64802-0279 ARDMORE OK 73401-9160 CONNERVILLE OK 74836-0238

RES EARTH AND CABLE LLC RFE, INC. ROBERT E. MCCARTY, JR. 11101 W 120TH AVE STE 400 721 P. ST NE 450 MAIN STREET SUITE 1 BROOMFIELD CO 80021-3436 ARDMORE OK 73401 OLEY PA 19547-9256

ROBERTS TRUCK CENTER OF OKLAHOMA, INC. ROCKING C4 TRUCKING, LLC Roger S. Cox 621 INTERSTATE DRIVE P.O. BOX 943 Underwood Law Firm ARDMORE OK 73401-9338 ATOKA OK 74525-0943 P.O. Box 9158 Amarillo, TX 79105-9158

SCOTT BROWN SELECT, LLC P.O. SERBER, LLC P.0. BOX 1669 BOX 850327 1820 W. 18TH STREET ARDMORE OK 73402-1669 YUKON OK 73085-0327 PLAINVIEW TX 79072

SHANE’S D & H WRECKER SERVICE SHARON SHINN SOUTHERN TIRE MART, LLC 1600 REFINERY ROAD 3106 STONE CREEK DRIVE P.O. BOX 1000 ARDMORE OK 73401-1631 ARDMORE OK 73401-1449 MEMPHIS TN 38148-0001


SOUTHWEST TRAILERS & EQUIPMENT SPENCE TRUCKING STAPLES ADVANTAGE P.O. BOX 82518 P.O. BOX 518 P.O. BOX 83689 OKLAHOMA CITY OK 73148-0518 ELGIN OK 73538-0518 CHICAGO IL 60696-0001

STAPLES CREDIT PLAN STAR AUTOMOTIVE, INC. SUNSHINE INDUSTRIES, INC P.O. BOX 78004 1017 N. WASHINGTON P.0. BOX 1729 PHOENIX AZ 85062-8004 ARDMORE OK 73401-6736 ARDMORE OK 73402-1729

SYN-TECH SYSTEMS Summit Truck Group T & W TIRES P.O. BOX 5258 Underwood Law Firm P.O. BOX 258859 TALLAHASSEE FL 32314-5258 c/o Roger S. Cox, Esq. oKLAHOMA CITY OK 73125-8859 P.O. Box 9158 Amarillo, TX 79105-9158

TERESA BROWN TERESA J. BROWN (c)TERRY SAWYER 219 WOOD LN P.O. BOX 1669 4680 180TH ST ARDMORE OK 73401-1157 ARDMORE OK 73402-1669 NOBLE OK 73068-6425

TEXAS TOLLWAYS CSC THE ARDMOREITE THE LINCOLN NATIONAL LIFE INS. CO. P.O. BOX 650749 P.O. BOX 1328 P.O. BOX 7247-0439 DALLAS TX 75265-0749 ARDMORE OK 73402-1328 PHILADELPHIA PA 19170-0001

THE SHERWIN-WILLIAMS CO. THE UPS STORE THE VERNON COMPANY P.O. BOX 6027 720 N. COMMERCE P.O. BOX 600 CLEVELAND OH 44101-1027 ARDMORE OK 73401-3915 NEWTON IA 50208-0600

TIMOTHY COFFEE TMW SYSTEMS INC TOM CATE RT 1 BOX 431 P.O. BOX 203455 9837 CR 4918 NOBLE OK 73068 DALLAS TX 75320-3455 WOLFE CITY TX 75496-2149

Teresa J. Brown Timothy W. Brink U.S. SMALL BUSINESS ADMINISTRATION 10 W. Main Street, Ste 306 Meltzer Purtill & Stelle LLC 14925 KINGSPORT RD Ardmore, OK 73401-6515 300 South Wacker Drive FORT WORTH TX 76155-2243 Suite 2300 Chicago, IL 60606-6701

UNIFIRST HOLDINGS INC UNITED PARCEL SERVICE UNIVERSAL PRESSURE PUMPING 1415 WAYNE CABANISS DRIVE LOCKBOX 577 3173 US HWY 277 DENISON TX 75020-9078 CAROL STREAM IL 60132-0577 CARRIZO SPRINGS TX 78834-4835

UNIVERSAl, LUBRICANTS, LLC USAVISION GROUP ACCOUNTS United States Trustee P.O. BOX 244 P.O. BOX 2181 United States Trustee BEDFORD PARK IL 60499-0244 LOWELL AR 72745-2181 215 Dean A. McGee Ave., 4th Floor Oklahoma City, OK 73102-3479


VIRILLO, LLC W W GRANGER, INC WAINSCO, INC 630 NW 10TH AVENUE P.O. BOX 419267 107 S. COMMERCE PORTLAND OR 97209-3202 KANSAS CITY HO 64141-6267 ARDMORE OK 73401-3902

WALLIS PRINTING WASTE COLLECTION., DUNCAN WASTE CONNECTIONS INC., DUNCAN 28 N. WASHINGTON 5900 E. U.S. HWY 7 5900 EAST HWY 7 ARDMORE OK 73401-7013 DUNCAN OK 73533-7610 DUNCAN OK 73533-7610

WEBB YOUNG WEB, INC. WELLS FARGO FINANCIAL LEASING Wells Fargo Financial Leasing, Inc. P.O. BOX 22127 P.O. BOX 6434 800 Walnut Street OKLAHOMA CITY OK 73123-0127 CAROL STREAM IL 60197-6434 MAC N0005-055 Des Moines, IA 50309-3605

XL INSURANCE YP ZIPLOCAL 21255 NETWORK PLACE P.O. BOX 5010 235 E 1600 S SUITE 110 CHICAGO IL 60673-1212 CAROL STREAM IL 60197-5010 PROVO UT 84606-7353

Beauchamp M. Patterson Douglas N. Gould Mark Monroe McAfee & Taft 6303 Waterford Blvd Suite 260 c/o Mitchell & Hammond 211 North Robinson Oklahoma City, OK 73118-1118 512 NW 12th Street Two Leadership Square - 10th Floor Oklahoma City, OK 73103-2407 Oklahoma City, OK 73102

The preferred mailing address (p) above has been substituted for the following entity/entities as so specified by said entity/entities in a Notice of Address filed pursuant to 11 U.S.C. 342(f) and Fed.R.Bank.P. 2002 (g)(4).

IPFS Corporation 30 Montgomery Street Suite 1000 Jersey City, NJ 07302

Addresses marked (c) above for the following entity/entities were corrected as required by the USPS Locatable Address Conversion System (LACS).

TERRY SAWYER 4680 180TH AVENUE NOBLE OK 73068

The following recipients may be/have been bypassed for notice due to an undeliverable (u) or duplicate (d) address.


(u)IPFS Corporation (u)Martin Materials Inc. (u)Premium Assignment Corporation c/o Andrews Davis PC 100 N. Broadway, Ste. 3300 Oklahoma City United States

(u)Caterpillar Financial Services Corporation (u)DELL FINANCIAL SERVICES (u)INTERNAL REVENUE SERVICE

(d)MPH Pension Consultants, LLC (u)OPENGATE TECHNOLOGIES (d)Sunshine Industries Inc 6001 Bridge Street, Suite 100 2421 AUTUMN RUN ROAD SUITE E PO Box 1729 Fort Worth, TX 76112-2494 34010 Ardmore, OK 73402-1729

(u)David Payne (u)Dennis Pinson (u)Ricky Allen Parker

End of Label Matrix Mailable recipients 194 Bypassed recipients 12 Total 206


Label Matrix for local noticing BMO Harris Bank N.A. Joe Brown Leasing, Inc. 1087-5 c/o Stewart E. Field P.O. Box 1669 Case 16-13565 6440 S. Lewis Ave., Suite 100 Ardmore, OK 73402-1669 Western District of Oklahoma Tulsa, OK 74136-1039 Oklahoma City Wed Feb 1 13:36:36 CST 2017

Landmark Bank, N.A. USBC Western District of Oklahoma BMO Harris Bank N.A. Mike Mordy 215 Dean A. McGee c/o Stewart E. Field, OBA #2891 110 West Main Street Oklahoma City, OK 73102-3426 6440 S. Lewis Avenue, Suite 100 PO Box 457 Tulsa, OK 74136-1039 Ardmore, OK 73402-0457

CAT FINANCIAL SERVICES CORP. Greenwich Insurance Company JOE BROWN COMPANY, INC. P.O. BOX 1669 2120 WEST END AVE NASHVILLE TN 37203 c/o Timothy W. Brink ARDMORE OK 73402-1669 Meltzer Purtill & Stelle LLC 300 South Wacker Drive, Suite 2300 Chicago, IL 60606-6701

JOE BROWN HOLDING, INC. P. 0. BOX 1669 Landmark Bank, n.a. MARK MONROE ARDMORE OK 73402-1669 c/o Mike Mordy C/0 DAVID M. CURTIS P.O. Box 457 381 CASA LINDA PLAZA #103 Ardmore, OK 73402-0457 DALLAS TX 75218-3471

MERCEDES BENZ FINANCIAL SERVICES USA LLC Mercedes-Benz Financial Services USA, LLC PEOPLE’S CAPITAL & LEASING 13650 HERITAGE PKWY c/o Randall P. Mroczynski, Esq. 255 BANK STREET FORT WORTH TX 76177-5323 COOKSEY, TOOLEN, GAGE, DUFFY & WOOG WATERBURY CT 06702-2228 535 Anton Boulevard, 10th Floor Costa Mesa, CA 92626-1947

Summit Truck Group Summit Truck Group Timothy W. Brink Underwood Law Firm c/o Bruce Bishop, CFO Meltzer Purtill & Stelle LLC c/o Rodger S Cox 1825 Lakeway Drive, Suite 700 300 South Wacker Drive PO Box 9158 Lewisville, TX 75057-6047 Suite 2300 Amarillo, TX 79105-9158 Chicago, IL 60606-6701

U.S. SMALL BUSINESS ADMINISTRATION United States Trustee Beauchamp M. Patterson 14925 KINGSPORT ROAD United States Trustee McAfee & Taft FORT WORTH TX 76155-2243 215 Dean A. McGee Ave., 4th Floor 211 North Robinson Oklahoma City, OK 73102-3479 Two Leadership Square - 10th Floor Oklahoma City, OK 73102

Douglas N. Gould Mark Monroe 6303 Waterford Blvd Suite 260 c/o Mitchell & Hammond Oklahoma City, OK 73118-1118 512 NW 12th Street Oklahoma City, OK 73103-2407

The following recipients may be/have been bypassed for notice due to an undeliverable (u) or duplicate (d) address.

(u)Caterpillar Financial Services Corporation (d)JOE BROWN HOLDING, INC. P.O. BOX 1669 (u)DAVID R. PAYNE ARDMORE OK 73402-1669


End of Label Matrix Mailable recipients 22 Bypassed recipients 3 Total 25


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