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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
PANTHERA TRAINING, LLC,
WEST VIRGINIA ECONOMIC
DEVELOPMENT AUTHORITY,
and ACTING UNITED STATES
TRUSTEE,
Movants
v.
PANTHERA ENTERPRISES, LLC,
Respondent
STIPULATED FACTS
Panthera Enterprises, LLC, Panthera Training, LLC, West Virginia Economic
Development Authority, and the Acting United States Trustee, John P. Fitzgerald, III, by their
respective counsel, submit the following Stipulated Facts for purposes of the hearing scheduled
for Friday, July 17, 2020, on the U.S. Trustee's Motion to Dismiss and the Joint Motion of Panthera
Training, LLC and West Virginia Economic Development Authority to convert this bankruptcy
case to a Chapter 7 proceeding:
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.
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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
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 the sole 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 does not operate the Facility, nor does it provide any of the specialized
training that is conducted at the Facility.
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10.
The Debtor has no employees. Neither does PTC nor Worldwide have any
employees.
11.
Prior to June 2018, the Debtor's subsidiary, PTC, operated the Facility and
conducted training at the Facility. PTC has not conducted training at the facility since June 2018.
12.
On December 12, 2018, the Debtor, PTC, Worldwide, and Panthera Training
executed a Subcontract Agreement, which was effective June 1, 2018, pursuant to which Panthera
Training LLC would operate the Facility and conduct training at the site, replacing PTC
("Subcontract"). Pursuant to the Subcontract Agreement, Panthera Training agreed to perform the
services, i.e., specialized tactical training, that the Debtor and its subsidiary had contracted to
provide at the Facility. The Subcontract has an initial term of June 1, 2018 to May 31, 2023, with
two options to extend the 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.
Effective June 1, 2018, Panthera Training also entered into a Commercial Lease
Agreement with the Debtor, pursuant to which Panthera Training leased the Debtor's Real Property
("Commercial Lease"), and executed an Agreement of Assignment, dated June 1, 2018.
15.
The initial term of the Commercial Lease extends through December 31, 2030, with
the option to extend three (3) additional ten (10) year terms thereafter. 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
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Debtor. Since the Petition Date, the WVEDA has been paid $52,000 every month through and
including July, 2020
16.
The Debtor currently has one contract to provide specialized training, which is with
the Drug Enforcement Administration ("DEA"). PTC currently has two contracts to provide
specialized training, which are referred to as the "1st CIG" and "SOCOM" contracts.
17.
Panthera Training has continued to conduct training for the Debtor and PTC,
respectively, under the DEA, 1st CIG and SOCOM contracts.
18.
The Debtor's subsidiary, Worldwide, has a single contract with a government
agency that currently has no open task orders.
19.
Punelli and Jones receive no compensation directly from the Debtor.
20.
The West Virginia Economic Development Authority is the Debtor's largest
creditor, with an asserted claim of $6,477,180.47, based upon two loans made to the Debtor
prepetition. WVEDA's claim is secured by a lien against the Real Property.
21.
Punelli Partners Limited Company is a Virginia limited liability company, whose
sole member is Mr. Punelli.
22.
Prepetition, the Debtor entered into a Timber Agreement dated March 26, 2018
with SMI, LLC ("SMI") related to the “merchantable timber standing or fallen" on the Real
Property.
23.
Prepetition, the Debtor conveyed certain of its personal property to SMI, pursuant
to a Bill of Sale dated June 15, 2018.
24.
The Debtor filed its voluntary petition in bankruptcy on September 13, 2019, which
resulted in a stay of a foreclosure sale scheduled by the WVEDA for September 16, 2019.
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25.
Since September 1, 2019, Mr. Punelli has been the only person issuing task orders
to Panthera Training for training to be conducted under the Debtor's DEA contract and under PTC's
1st CIG and SOCOM contracts.
26.
Each time training is conducted by Panthera Training, an invoice is generated for
the particular training session and submitted to Mr. Punelli, as the representative for the Debtor or
PTC, respectively.
27.
Since September 1, 2019, Mr. Punelli has been the only person initiating
disbursements from the Debtor's bank account(s), including payment of invoices owed to Panthera
Training for training conducted under the Debtor's DEA contract.
28.
Since September 1, 2019, Mr. Punelli has been the only person initiating
disbursements from PTC's bank account(s), including payment of invoices owed to Panthera
Training for training conducted under PTC's 1st CIG and SOCOM contracts.
29.
Since September 1, 2019, Mr. Punelli has been the only person making entries in,
and otherwise managing, the financial books and records of the Debtor.
30.
Since September 1, 2019, Mr. Punelli has been the only person making entries in,
and otherwise managing, the financial books and records of PTC.
31.
Since October 1, 2019, Mr. Punelli has been the only person who has requested the
Debtor's bank to initiate wire transfers from the Debtor's bank account(s).
32.
Since October 1, 2019, Mr. Punelli is the only person who has requested PTC's
bank to initiate wire transfers from PTC's bank account(s).
33.
Mr. Punelli currently primarily conducts the business operations of the Debtor out
of his home.
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34.
On October 3, 2019, Mr. Punelli opened a new bank account in the name of
Panthera Training Center, LLC with Atlantic Union Bank ("PTC AUBank Account").
35.
On October 21, 2019, Mr. Punelli initiated a wire transfer of $134,160 from the
Debtor's bank account to the PTC AUBank Account. The balance in the PTC AUBank Account
immediately prior to the funds being transferred from the Debtor's bank account was $7,056.30.
36.
On October 21, 2019, Mr. Punelli initiated a wire transfer of $8,100 from the PTC
AUBank Account to Worldwide.
37.
On October 30, 2019 and December 16, 2019, Mr. Punelli initiated a wire transfer
of $2,000 each time from the PTC AUBank Account to Raymond Jones.
38.
Between November 8, 2019 and March 2, 2020, Mr. Punelli initiated the following
wire transfers from the PTC AUBank Account to James Punelli:
November 8, 2019
$ 589.33
November 8, 2019
800.00
December 2, 2019
800.00
December 16, 2019
589.33
January 2, 2020
800.00
January 15, 2020
589.33
February 3, 2020
800.00
March 2, 2020
800.00
39.
Between November 1, 2019 and March 2, 2020, Mr. Punelli initiated the following
wire transfers from the PTC AUBank Account to Punelli Partners Limited Company:
November 1, 2019
$ 12,500.00
December 2, 2019
6,000.00
December 16, 2019
3,000.00
December 23, 2019
2,000.00
January 2, 2020
8,000.00
January 14, 2020
2,000.00
January 28, 2020
4,000.00
January 29, 2020
966.77
January 30, 2020
1,200.00
February 3, 2020
12,500.00
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February 12, 2020
20,000.00
February 24, 2020
8,626.65
March 2, 2020
10,000.00
40.
The $134,160 that was transferred from the Debtor's account to the PTC AUBank
Account was replaced in the Debtor's account between December 6, 2019 and February 18, 2020.
41.
PTC satisfied invoices issued by Panthera Training for 1st CIG and SOCOM
contract trainings from payments made by the Debtor, not PTC, but the Debtor reported the
payments as payment for the September 2019 training conducted under the Debtor's DEA contract.
42.
The Debtor secured Liability Insurance and Commercial Property Insurance for the
term of October 31, 2018 through October 31, 2019, which lapsed at the end of the term. The
Commercial Property Insurance coverage was in the amount of $6,224,500.
43.
The Debtor secured Property Insurance for the term of April 17, 2020 through April
17, 2021, with total coverage in the amount of $2,149,000.
Dated: July 15, 2020
s/ Mark Lindsey
Mark Lindsey, Esq.
Bernstein Burkley, P.C.
707 Grant St., Suite 2200
Pittsburgh, PA 15219
Counsel for
Panthera Enterprises, LLC
s/ Gary O. Kinder
Gary O. Kinder, Esq.
U.S. Trustee's Office
300 Virginia Street East, Rm. 2025
Charleston, WV 25301
U.S. Trustee's Office
s/ Douglas E. Kahle
s/ Debra Lee Allen
Debra Lee Allen, Esq.
Spilman Thomas & Battle, PLLC
48 Donley Street, Suite 800
Morgantown, WV 25414
Counsel for West Virginia
Economic Development Authority
Douglas E. Kahle, Esq.
Basnight, Kinser, Leftwich & Nuckolls
308 Cedar Lakes Drive, 2nd Floor
Chesapeake, VA 23322
Julia A. Chincheck, Esq.
Zachary James Rosencrance, Esq.
Bowles Rice
600 Quarrier Street
Charleston, WV 25301
Counsel for Panthera Training, LLC
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