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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF WEST VIRGINIA
In re:
PANTHERA ENTERPRISES, LLC,
Debtor
BK No. 2:19-bk-00787
Chapter 11
WEST VIRGINIA ECONOMIC
DEVELOPMENT AUTHORITY,
Movant
v.
PANTHERA ENTERPRISES, LLC,
Respondent
STIPULATED FACTS
1.
The Debtor Panthera Enterprises, LLC ("Debtor") is a limited liability company
formed in 2011 under the laws of the State of Delaware. It was originally named TenX Group
LLC. It changed its name to Panthera Enterprises LLC in December, 2016.
2.
James V. Punelli ("Punelli") and Raymond C. Jones ("Jones") each hold a 50%
interest in the Debtor.
3.
Panthera Training Center, LLC ("PTC") is a subsidiary of the Debtor, owned 80%
by the Debtor and 20% owned by David Dolan. PTC is a limited liability company formed in
2013 under the laws of the State of Delaware.
4.
Panthera Worldwide LLC ("Worldwide") is a subsidiary of the Debtor, 100%
owned by the Debtor. Worldwide is a limited liability company formed in 2011 under the laws of
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the State of Delaware. It was originally named Panthera Solutions LLC. It changed its name to
Panthera Worldwide LLC in November, 2016.
5.
The Debtor has no subsidiaries other than PTC and Worldwide.
6.
Punelli and Jones are officers and managers of the Debtor and its two subsidiaries,
PTC and Worldwide.
7.
The Debtor owns approximately 750 acres in Moorefield District, Hardy County,
West Virginia, with an address of 2506 Fish Pond Road, Old Fields, West Virginia ("Real
Property").
8.
The Real Property is the site of a security operations training facility ("Facility").
It offers tactical training for personnel involved in military and non-military protective services,
including government, military and law enforcement personnel. The Facility includes tactical
driving tracks, a vehicle obstacle course, shooting ranges, a live fire shoot house, a mobile
operations urban training combat town, an FAA approved helicopter landing pad, an armory and
explosives vault, multiple classrooms, on-site dining facilities and off-site lodging.
9.
The Debtor subcontracts with another company to operate the Facility and provide
training at the Facility location.
10.
In 2013, the Debtor leased the Real Property to PTC for a fifteen (15) year term,
pursuant to the terms of a Commercial Lease. PTC was to pay the Debtor monthly rent of $38,000.
11.
Prior to June 2018, the Debtor's subsidiary, PTC, operated the Facility and
conducted training at the Facility.
12.
Effective June 1, 2018, the Debtor entered into a Subcontract Agreement with
Panthera Training LLC to operate the Facility and conduct training at the site, replacing PTC
("2018 Subcontract"). Pursuant to the 2018 Subcontract Agreement, Panthera Training agreed to
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perform the services, i.e., specialized tactical training, that the Debtor and its subsidiaries had
contracted to provide at the Facility. The 2018 Subcontract has an initial term of June 1, 2018 to
May 31, 2023, with two options to extend the 2018 Subcontract through May 31, 2026.
13.
Panthera Training LLC ("Panthera Training") is not affiliated with the Debtor. It
is a wholly owned subsidiary of Historic Arms Corporation, a company owned by Robert L. Starer
and his wife.
14.
Panthera Training entered into two other agreements with the Debtor effective June
1, 2018: (i) a Commercial Lease Agreement, dated June 1, 2018, pursuant to which Panthera
Training leased the Debtor's Real Property ("2018 Commercial Lease"); and (ii) an Agreement of
assignment, dated June 1, 2018 ("2018 Assignment").
15.
The term of the 2018 Commercial Lease extends through December 31, 2030. It
requires monthly base rent payments of $52,000, plus "Additional Rent", calculated per the terms
of the Commercial Lease. The monthly base rent payment of $52,000 is paid directly to the West
Virginia Economic Development Authority ("WVEDA") to be applied to the indebtedness owed
the WVEDA by the Debtor.
16.
The Debtor currently has one contract, with a United States federal government
agency, to provide specialized training at the Facility. PTC currently has two contracts with a
branch of the military to provide specialized training at the Facility. As of the Petition Date,
Panthera Training was conducting the specialized training that was to be provided under these
three contracts by the Debtor and PTC respectively pursuant to a subcontract by and between
Panthera Training and the Debtor, Panthera Training Center LLC and Panthera Worldwide LLC.
17.
The Debtor's subsidiary, Worldwide, has a single contract with a government
agency that is inactive, with no open task orders.
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18.
The Debtor has no employees. Neither does PTC nor Worldwide have any
employees.
19.
The Debtor conveyed personal property to SMI, LLC, on June 15, 2018.
20.
On August 21, 2013, the WVEDA made a fifteen (15) year term loan to the Debtor
in the original principal amount of $5,000,000 ("2013 Loan"). The 2013 Loan financed a portion
of the Debtor's cost to acquire 689.40 acres in Moorefield District, Hardy County, West Virginia.
21.
The 2013 Loan is evidenced by a Promissory Note, pursuant to which the Debtor
was to make equal monthly payments of $37,849.50, beginning September 21, 2013, with a final
payment of all unpaid principal and accrued and unpaid interest due on August 21, 2028.
22.
The 2013 Loan is secured by a Credit Line Deed of Trust and Fixture Filing,
granting WVEDA a first lien on the 689.40 acre tract acquired by the Debtor. The 2013 Loan is
also secured by a Collateral Assignment of Leases and Rents.
23.
WVEDA made a second loan to the Debtor on July 2, 2014, in the original principal
amount of $1,871,505.00. This loan financed the acquisition of an additional 58.09 acre tract,
adjacent to the 689.40 acre tract. Together, the 689.40 acre tract and the 58.09 acre tract are
referred to as the "Real Property." Proceeds of the 2014 Loan were also used to construct
improvements and renovations on the Real Property.
24.
The 2014 Loan is evidenced by a Promissory Note, pursuant to which the Debtor
was to make equal monthly payments of $13,734.66, for a term of fifteen (15) years, with a final
installment of all unpaid principal and accrued and unpaid interest due on July 2, 2029.
25.
The 2014 Loan is secured by a Credit Line Deed of Trust and Fixture Filing,
granting WVEDA a subordinate lien on the 689.40 acre tract and a first lien on the 58.09 acre tract.
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It is also secured by a Collateral Assignment of Leases and Rents, and is guaranteed by the
Guarantors.
26.
Payment of the 2013 Loan and 2014 Loan, which are together referred to as the
"WVEDA Loans," are guaranteed by Punelli and Jones. Payment is also guaranteed by Global
Matrix Corporation, a corporation solely owned by Jones, and by Pons Milvius LLC, a limited
liability company whose sole member is Punelli.
27.
WVEDA filed its secured claim in this bankruptcy case on October 23, 2019 for
$6,477,180.47, which is Claim # 4.
28.
WVEDA, the Debtor, PTC, and the Guarantors entered into a Forbearance
Agreement, effective as of July 6, 2018.
29.
Under the Forbearance Agreement, WVEDA agreed to forbear from exercising its
rights under the Loan documents, including the Deeds of Trust, for a period of six (6) months. The
terms of the Forbearance Agreement state that it matures January 6, 2019, at which time all
amounts due and owing under the WVEDA Loan documents would be due and payable, together
with attorneys' fees and costs. Per the terms of the Forbearance Agreement, the monthly rent
payments to be paid by Panthera Training to the Debtor under the 2018 Commercial Lease would
be paid directly to WVEDA, to be applied to the indebtedness due and owing on the WVEDA
Loans.
30.
The Debtor failed to pay the 2017 real property taxes due and owing on the Real
Property.
31.
In November of 2018, the 2017 tax liens for the delinquent taxes were auctioned
by the Hardy County Sheriff and certified to the West Virginia State Auditor's Office for
disposition. The redemption period expires April 1, 2020.
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32.
The Debtor and SMI, LLC entered into that certain Timber Agreement, dated
March 26, 2018.
33.
The Debtor did not pay the indebtedness due under the WVEDA Loans upon
maturity of the Forbearance Agreement on January 6, 2019.
34.
Thereafter, WVEDA commenced foreclosure, with a foreclosure sale scheduled for
September 16, 2019.
35.
The Debtor filed its voluntary petition in bankruptcy on September 13, 2019.
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