WEBVTT

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Please be seated. Good morning, Your Honor. Good

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morning. Robert Brady on behalf of Leisure Investment

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Holdings, LLC, at all. Your Honor, as we've done

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in other hearings, we'd like to start with a

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status conference, if that's acceptable. OK.

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And let's just start, Your Honor. We've had another

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sad development. Last Tuesday a dolphin named

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Samira passed away at the debtors golf World

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Park facility in Panama City, Florida What makes

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this even more tragic is In our view but for

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mr. Alvors continuing obstruction and interference

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this loss of life possibly could have been prevented

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So we have a timeline that we'd like to walk

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the court through of what happened the exhibits

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attached to it were shared with Councilman Alvore

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over the weekend. So, Your Honor, on the left

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side is the timeline and then the exhibits are

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behind the tabs. So, Your Honor, you may recall

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at the May 21 hearing, which was the evidentiary

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hearing on our motion to enforce the automatic

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stay and the turnover order, Mr. Albert testified

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that he did not tell any Dolphin Company employees

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not to speak with River Run. And that testimony

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is at exhibit A. That testimony was directly

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contradicted on Cross when Exhibit B was presented

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to the witness. That was Exhibit 32 in the record

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where he specifically tells the chief veterinary

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officer, Dr. Guillermo Sanchez, not to have any

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communications with the debtor's new management

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team. 23rd your honor. Mr Wagstaff. Took up Mr

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Albor on his testimony. And. He sent an email

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to the Dolphin Company employees, including Mr

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Doctor Sanchez, the CBO, requesting a meeting

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in Cancun. And that's at Exhibit C and again

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that was based on Mr Albor testimony to the court

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that he had not instructed any employees not

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to talk to River on. So. May 23, exhibit C goes

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out. Mr. Weichstaff did not receive any response

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to this email. But we do know that Dr. Sanchez

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was reading and sending emails during those times.

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So it's not that he was out of the office because

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we have other emails now that we've obtained.

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So if you look at bullet three, Your Honor, Dr.

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Sanchez, again, the CBO, sends an email to certain

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of the employees. but not Riveron, indicating

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that he is aware that Samira is in distress.

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That goes out on May 23rd, Exhibit D. This appears

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to be one of the weekly reports that Mr. Albor

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testified that he receives on animal health and

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welfare. At this point, Riveron had not received

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any of these reports, and they did not know about

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this email. The first time Riveron seized this

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email, it was forwarded to them four days later

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on May 27th. And I'll get to that in a minute.

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Between May 23 and May 30, Riveron again is blocked

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by the dolphinco .com domain. Any emails Riveron

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sent to any employee with that as their domain

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were blocked. So May 26, this is bullet five,

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Your Honor. This is Memorial Day. Dr. Sanchez

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sends another email to employees, again, not

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copying Riveron. And this time he advises of

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concerns over vendor payments, including no access

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to laboratories and medical supplies in the U

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.S. He says he's unclear on that and is asking

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for clarification, but he provides no basis for

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that concern and again does not contact Riveron.

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The next morning, May 27th, unfortunately, Samira

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was found dead at approximately 8 a .m. At approximately

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1052, Mr. Gonzalez forwards To River on Doctor

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Sanchez is May 26 email. And this is the first

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time River on receives information that Samira

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is in distress so. Three hours after the Dolphins

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passing River on receives notice that the Dolphin

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is in distress. Although the prognosis listed

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is favorable. A bullet 8 your honor immediately

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after learning of Samira's death. Riveron reviews

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the condition of the tanks at the Gulf World

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facility. Mr. Strom and Riveron make the decision

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to close the park and begin immediately to create

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a plan to mobilize a dolphin evacuation from

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Gulf World because of the deteriorating conditions.

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On May 29th, this is bullet nine, your honor.

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The chief veterinary officer emails Mr. Gonzalez,

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again, a non -vet employee at Golf World, but

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not Riveron, and says he's learned about the

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evacuation plan and he has some concerns. You

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can see from this email, Your Honor, and this

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is bullet nine, that the CBO had already started

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planning for an evacuation of dolphins at at

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Golf World. He was aware of deteriorating conditions.

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Your Honor, tanks don't degrade overnight. Pumps

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don't explode with no warning. Mr. Albor and

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the CVO knew about the dangerous conditions at

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Golf World and never advised Riveron. The key

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here is Riveron, Your Honor, has access to financing

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through the DIP and an animal health and welfare

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consultant. and could have taken action had they

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been advised of Samir's condition. A day later,

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so this is May 29th, the CBO is raising concerns

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about the evacuation. Mr. Gonzalez forwards that

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email to Riveron. So some emails are getting

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through to Riveron, but there's often a day or

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more delay because Mr. Albor and the CBO refused

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to... to work directly with River on. After receiving

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this email, this is bullet 11. Mr. Wikes have

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immediately attempted to contact the CBO to discuss

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his thoughts on an evacuation plan. That email

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was blocked. Those exhibits are H and I, your

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honor. What's even more shocking? emails that

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Mr. Wagstaff sent on or around May 23rd were

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not blocked. Someone had removed the block on

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emails from River On, but someone put them back

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in place by May 30th. So somewhere between May

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23 and the 30th, As Mr. Wagstaff was trying to

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take up Mr. Albor on his testimony that he was

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allowing employees to talk to Riveron, the block

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went back into effect. So really, despite Mr.

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Albor's testimony and promises to this court,

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I think the record shows it's clear he continues

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to try to stone all the debtors and their advisors.

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In fact, Your Honor, since the hearing on May

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22nd until Friday afternoon, Mr. Albert and his

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counsel had uploaded two documents to a share

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file site in response to our information request.

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Last Friday around 3 o 'clock they uploaded hundreds

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of documents to the share file site. It's amazing

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what happens when there's going to be a hearing

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on a motion on stay violations. So just on Friday

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hundreds of documents were finally turned over.

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If you look at bullet 12, Your Honor, one of

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the documents produced after 3 o 'clock on Friday

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was exhibit J. This is a May 2nd report. This

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is the weekly report Mr. Alvord testified he

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receives from the CBO. And who is the first dolphin

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listed on that report as needing intensive monitoring?

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It's Samira. It says that she's not eating. So

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Mr. Albor and his team knew at least since May

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2nd that Samira was in distress and never informed

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Riveron. Bullet 13, Your Honor. Again, around

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7 o 'clock Friday night, for the first time,

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the CDO reached out to Mr. Wagstaff and indicated

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that he was able to speak with him. This is after

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millions of dollars of costs. more than two months

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of delay, potential further damage we don't fully

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understand yet, and the deaths of two dolphins.

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Bullet 14, Your Honor, is just another example

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that Mr. Albor is not done violating the automatic

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stay. On Friday, we learned that he took steps

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late last week to take control of the dolphin

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limited organization in Jamaica. I think my notes

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don't have it. Dolphin Cove, I'm sorry. The Dolphin

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Cove Limited in Jamaica. DCL, Your Honor, is

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an indirect, wholly owned subsidiary of Control

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the Door Dolphin, a debtor in these cases. And

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just last week, Mr. Alborg took steps to take

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over the board. So obviously, Your Honor, we

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have closing arguments today on a motion to enforce

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the stay and the turnover order. hopeful to obtain

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an order that will rectify this unmanageable

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and frankly dangerous situation. I have a few

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other updates for the court, but we wanted to

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leave with that because of how sad it is that

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this had to happen. Your Honor, as you may have

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seen, the Unsecured Creditors Committee has been

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appointed and retained counsel. Mr. Fransello

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is in the courtroom today. We had a productive

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call with Mr. Fransello and Mr. Savio last week,

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and we note for the court that the UCC has filed

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an adjoinder to our motion to enforce the stay

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and the turnover. Your Honor, we did also file,

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I think it was Tuesday, with the agenda of requests

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to file supplemental authorities. This had to

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do with the former concurso mercantile. There

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were orders that came out of the second district

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court in commercial bankruptcy matters. Your

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Honor, they're candidly a little tough to get

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through. But the primary takeaway is that the

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Mexican bankruptcy court affirmed the withdrawal.

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of the Concurso Mercantile, thereby continuing

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to recognize Mr. Strom as the sole director of

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Controladora. Interestingly, Your Honor, the

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Court also found the counsel that is advocating

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for Mr. Albor's interest is prohibited from purporting

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to represent Controladora Dolphin. And the orders

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also provided that any actions in contra... Contribution

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of those orders would be a basis for the referral

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of the matter to criminal prosecutors in Mexico.

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Your Honor, the debtors are also continuing their

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efforts to take control of the Mexican bank accounts,

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as Your Honor may recall, and this was part of

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the record at the hearing on May 21. On May 14,

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the Mexican State Court issued orders. to all

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of the debtor's known Mexican bank accounts requiring

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them to remove Mr. Albor and prior management

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as authorized users and to provide immediate

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access to Mr. Strom and the Riveron team. After

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a significant effort from Riveron, the Mexican

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banks have started to cooperate. I will say,

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Your Honor, what we've seen so far raises concerns.

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For example, The Mexican entities appear to have

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over 40 bank accounts at a bank called BBVA.

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The total available balance among those 40 accounts

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is $15 ,000. Of course, Your Honor, since we've

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been denied access to the books and records,

00:14:50.610 --> 00:14:53.429
it's possible that Mr. Albor is now using different

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banks. It could be a reason why there's only

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$47 ,000 total. among the banks he's identified.

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If that's the case, if he's using different banks,

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Your Honor, that's another violation of the note

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purchase agreement and would be a violation of

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the automatic stay. So we've added some relief

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in our proposed form of order to try to address

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this situation. Because there's a new concern,

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Judge, as the banks are removing Mr. Albor as

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an authorized user, There may be a gap between

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when they allow the river on team and Mr. Strom

00:15:32.139 --> 00:15:34.899
to become authorized users, thereby in effect

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freezing those accounts for that period of time.

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We're trying to get our arms around that. But

00:15:41.320 --> 00:15:44.080
again, you'll see in the form of order that we're

00:15:44.080 --> 00:15:46.120
presenting the court today. We've added a provision

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that we hope will address that concern. But we

00:15:49.580 --> 00:15:53.539
are concerned that this is the high season for

00:15:53.539 --> 00:15:58.370
these parks in Mexico. Any financial information

00:15:58.370 --> 00:16:00.629
we've received says they still have only about

00:16:00.629 --> 00:16:03.590
$47 ,000 and the accounts we've gained access

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to have had very little activity, which tells

00:16:06.230 --> 00:16:08.610
us there are other accounts that we just don't

00:16:08.610 --> 00:16:13.669
know about. Thank you. Thank you. Thank you.

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Sir, I want to start and address this issue with

00:16:22.850 --> 00:16:25.669
Samara. And I think it's it's really important

00:16:25.669 --> 00:16:28.230
because. Put this in context, Your Honor, I want

00:16:28.230 --> 00:16:30.769
you to look at when these incidents occurred

00:16:30.769 --> 00:16:32.570
and who was in charge of those facilities when

00:16:32.570 --> 00:16:34.809
they occurred. The other thing I want you to

00:16:34.809 --> 00:16:36.529
look at, and it's right there in the emails in

00:16:36.529 --> 00:16:38.330
front of you, they keep talking about the fact

00:16:38.330 --> 00:16:41.750
that Riveron wasn't contacted. Remember what

00:16:41.750 --> 00:16:46.289
Edwin Gonzalez's role is. He is the person at

00:16:46.289 --> 00:16:48.610
the US entities that is in charge of those parks.

00:16:49.090 --> 00:16:51.250
He is the one that is now working for Riveron.

00:16:51.730 --> 00:16:54.490
I don't know why, if what they say is true, he's

00:16:54.490 --> 00:16:56.659
not communicating. But you can see right there

00:16:56.659 --> 00:16:58.759
in the email that the chief veterinary officer

00:16:58.759 --> 00:17:01.779
is doing what he has always done and communicate

00:17:01.779 --> 00:17:04.299
directly with Mr. Gonzalez and the veterinarians

00:17:04.299 --> 00:17:07.839
at those facilities. That has always been the

00:17:07.839 --> 00:17:09.900
case. The chief veterinary officer, Your Honor,

00:17:10.299 --> 00:17:12.960
is simply the one in charge of providing advice

00:17:12.960 --> 00:17:15.279
to all the veterinarians in every one of these

00:17:15.279 --> 00:17:18.579
parts, has veterinary staff that are in charge

00:17:18.579 --> 00:17:20.859
of dealing with the welfare of those animals.

00:17:21.680 --> 00:17:25.509
And recently... Why this is certainly a very

00:17:25.509 --> 00:17:27.769
inflammatory topic is the Florida Attorney General

00:17:27.769 --> 00:17:30.849
is about to open, or at least he says he's going

00:17:30.849 --> 00:17:33.670
to open, a criminal investigation into Gulf World

00:17:33.670 --> 00:17:36.650
and has also leveled allegations against the

00:17:36.650 --> 00:17:39.210
dolphin group in Mexico. Well, of course, Mr.

00:17:39.309 --> 00:17:40.950
Alba was not in charge of Gulf World and hasn't

00:17:40.950 --> 00:17:43.529
been for a while. With respect to these issues,

00:17:43.609 --> 00:17:48.309
Your Honor, those emails clearly show that the

00:17:48.309 --> 00:17:49.950
Chief Veterinary Officer is being concerned.

00:17:50.779 --> 00:17:54.220
And also, Your Honor, I have and I provided to

00:17:54.220 --> 00:17:57.099
debtors a recent report from the 31st, which

00:17:57.099 --> 00:17:59.680
is a preliminary case report on Samara that I'd

00:17:59.680 --> 00:18:01.140
like to hand up to Your Honor if you're willing

00:18:01.140 --> 00:18:18.059
to take a look at it. What's interesting about

00:18:18.059 --> 00:18:21.009
this particular report? is it tells you when

00:18:21.009 --> 00:18:23.710
the initial signs were observed with Samira,

00:18:24.049 --> 00:18:27.490
what was going on. And you'll see there where

00:18:27.490 --> 00:18:29.809
there are talks about behavioral signs, but in

00:18:29.809 --> 00:18:32.789
the summary, it talks about the preliminary findings

00:18:32.789 --> 00:18:35.170
suggest the presence of a large volume ingested

00:18:35.170 --> 00:18:38.809
foreign material and possible pulmonary hemorrhage.

00:18:39.490 --> 00:18:42.349
And then if you go down further, you'll see just

00:18:42.349 --> 00:18:44.549
as you flip through it, this is a pretty extensive

00:18:44.549 --> 00:18:47.069
report about what's going on with Samira. I will

00:18:47.069 --> 00:18:49.869
also tell you, Your Honor, that although evidence

00:18:49.869 --> 00:18:52.529
has been closed, I'm even just now getting emails

00:18:52.529 --> 00:18:55.670
that are coming as far back as April 9th that

00:18:55.670 --> 00:18:59.390
were reporting about the concerns with respect

00:18:59.390 --> 00:19:01.809
to the foreign particulate in those particular

00:19:01.809 --> 00:19:05.049
pens. And it was addressed with the people that

00:19:05.049 --> 00:19:07.369
were responsible at those particular facilities

00:19:07.369 --> 00:19:10.150
to take care of that, not only to fix the pens

00:19:10.150 --> 00:19:12.549
to get the foreign particulate out, but also

00:19:12.549 --> 00:19:14.349
to deal with the course of treatment with respect

00:19:14.349 --> 00:19:18.450
to the dolphin. So I raised that issue, Your

00:19:18.450 --> 00:19:21.130
Honor, to say that it's disingenuous to suggest

00:19:21.130 --> 00:19:24.710
that Mr. Albor has somehow prevented the CDO

00:19:24.710 --> 00:19:28.470
from talking with Riveron. Riveron are not veterinarians.

00:19:28.609 --> 00:19:31.990
They don't do animal care. And if Mr. Gonzalez

00:19:31.990 --> 00:19:34.269
at that facility is not talking to Riveron, whom

00:19:34.269 --> 00:19:37.309
he now works for, I don't see how Mr. Albor can

00:19:37.309 --> 00:19:46.250
be held accountable for that. situation of, if

00:19:46.250 --> 00:19:49.269
you will, divided governance is not working.

00:19:50.029 --> 00:19:52.490
And so I'm going to have to step in. Normally

00:19:52.490 --> 00:19:54.809
when there is a governance dispute, at least

00:19:54.809 --> 00:19:56.910
as I understand it, for example in the Court

00:19:56.910 --> 00:19:59.950
of Chancery, there is some kind of agreed upon

00:19:59.950 --> 00:20:03.930
order as to how things are going to continue

00:20:03.930 --> 00:20:07.529
while that dispute is handled quickly, very quickly.

00:20:08.930 --> 00:20:16.009
And the lack of communication here, And the lack

00:20:16.009 --> 00:20:21.809
of a coordinated approach is not working. So

00:20:21.809 --> 00:20:25.730
I appreciate that there are differing views on

00:20:25.730 --> 00:20:31.990
whose fault it is for the death of this eight

00:20:31.990 --> 00:20:37.269
-year -old dolphin. But I think it just highlights

00:20:37.269 --> 00:20:41.269
the fact that this arrangement, such as it is,

00:20:41.490 --> 00:20:44.809
is not working. Your honor, and in my main arguments,

00:20:45.150 --> 00:20:47.950
you'll note we can see that point. I think we're

00:20:47.950 --> 00:20:49.730
all very wide -eyed about what's going on at

00:20:49.730 --> 00:20:51.890
this point, especially with what I'll refer to

00:20:51.890 --> 00:20:55.130
the practical realities right now. One of the

00:20:55.130 --> 00:20:56.589
things I've been concerned about, your honor,

00:20:57.029 --> 00:21:01.569
is trying to at least illuminate a path for the

00:21:01.569 --> 00:21:05.069
court to provide an order that makes sense. All

00:21:05.069 --> 00:21:06.730
along we talked about the fact that we think

00:21:06.730 --> 00:21:08.769
that it makes sense to allow the corporate governance

00:21:08.769 --> 00:21:11.390
to dispute, or at least the Mexican courts, to

00:21:11.390 --> 00:21:14.150
deal with this issue to a point where we have

00:21:14.150 --> 00:21:16.410
some clarity. Some of that's occurring, although

00:21:16.410 --> 00:21:18.029
I will say none of the orders are final. I'll

00:21:18.029 --> 00:21:20.769
do with that in my report. But make no mistake,

00:21:20.849 --> 00:21:22.910
Your Honor, we're not suggesting, we will not

00:21:22.910 --> 00:21:25.289
be suggesting today that you're not going to

00:21:25.289 --> 00:21:27.490
be entering an order. We know that. I think it's

00:21:27.490 --> 00:21:29.309
what that order looks like that we'll probably

00:21:29.309 --> 00:21:32.690
be arguing that we'd like to discuss safeguards

00:21:32.690 --> 00:21:36.439
with respect to Mr. Albor's personal stuff. But

00:21:36.439 --> 00:21:39.079
we understand with the allegations that you as

00:21:39.079 --> 00:21:40.759
the court are gonna be looking at this and gonna

00:21:40.759 --> 00:21:43.960
wanna do what's best for creditors, the state,

00:21:44.799 --> 00:21:46.279
and certainly the employees in the Dolphin. So

00:21:46.279 --> 00:21:49.980
we get that, we'll address that in our main remarks,

00:21:50.119 --> 00:22:14.930
Your Honor. Your Honor, this dispute brought

00:22:14.930 --> 00:22:17.710
to mind a quote that I like from Neil deGrasse

00:22:17.710 --> 00:22:20.250
Tyson, which is, the good thing about science

00:22:20.250 --> 00:22:21.930
is that it's true whether or not you believe

00:22:21.930 --> 00:22:24.329
in it. And I feel like if Dr. Tyson had chosen

00:22:24.329 --> 00:22:26.710
to become a bankruptcy lawyer instead of an astrophysicist,

00:22:26.750 --> 00:22:29.069
he probably would have said, the good thing about

00:22:29.069 --> 00:22:31.470
the automatic stay is that it applies whether

00:22:31.470 --> 00:22:34.430
or not you believe it should or shouldn't. Your

00:22:34.430 --> 00:22:35.609
Honor, there have been a lot of facts, there

00:22:35.609 --> 00:22:37.630
have been a lot of misstated facts, there have

00:22:37.630 --> 00:22:39.910
been a lot of allegations, suggestions thrown

00:22:39.910 --> 00:22:42.259
at you in the evidence. presentations and the

00:22:42.259 --> 00:22:44.779
arguments are pitched and they're emotional because

00:22:44.779 --> 00:22:46.880
the history here and the results here have been

00:22:46.880 --> 00:22:49.980
dramatic. We think many of the arguments presented

00:22:49.980 --> 00:22:52.619
by our adversaries here are simply misdirection

00:22:52.619 --> 00:22:55.240
or outright fabrication, but I want Your Honor

00:22:55.240 --> 00:22:57.359
to focus you on the simple and streamlined set

00:22:57.359 --> 00:22:59.720
of facts that we think you need to accept to

00:22:59.720 --> 00:23:02.380
grant the relief we're requesting. One, there

00:23:02.380 --> 00:23:05.500
are pending Chapter 11 cases. Two, thus there

00:23:05.500 --> 00:23:09.599
is a valid automatic stay. Three, Mr. Albor is

00:23:09.599 --> 00:23:12.400
un - unquestionably, admittedly taking actions

00:23:12.400 --> 00:23:15.519
post -petition to exercise possession and control

00:23:15.519 --> 00:23:20.160
over the estate assets. That's it. Because there

00:23:20.160 --> 00:23:22.000
are pending cases, there's an automatic stay,

00:23:22.599 --> 00:23:24.579
and there's a person acting to exercise possession

00:23:24.579 --> 00:23:26.599
and control over those estate assets, Your Honor

00:23:26.599 --> 00:23:28.319
should find Mr. Alborz in breach of the stay.

00:23:29.519 --> 00:23:31.519
Your Honor, I went through Mr. Alborz's supplemental

00:23:31.519 --> 00:23:37.319
objection carefully. I did a Control -F search

00:23:37.319 --> 00:23:40.910
for the word stay. The only references to the

00:23:40.910 --> 00:23:43.690
stay in the objection were in connection with

00:23:43.690 --> 00:23:45.490
the use of the defined term stay enforcement

00:23:45.490 --> 00:23:48.269
motion. The objection does not substantively

00:23:48.269 --> 00:23:50.349
engage in discussion of the automatic stay at

00:23:50.349 --> 00:23:55.150
all. I also noted paragraph 47 of the supplemental

00:23:55.150 --> 00:23:57.569
objection that says, it is important to emphasize

00:23:57.569 --> 00:23:59.589
that the relief sought by the debtors is injunctive

00:23:59.589 --> 00:24:01.769
in nature. That's not true, Your Honor. We already

00:24:01.769 --> 00:24:03.190
have an injunction. It's called the automatic

00:24:03.190 --> 00:24:07.250
stay. The existence of the automatic stay appears

00:24:07.250 --> 00:24:09.759
to be an inconvenient truth. to Mr. Albor here,

00:24:10.039 --> 00:24:11.779
but it's a critical foundation of any bankruptcy

00:24:11.779 --> 00:24:13.980
proceeding, and particularly this one. And Mr.

00:24:14.039 --> 00:24:16.079
Albor continues to violate that automatic stay

00:24:16.079 --> 00:24:20.799
with impunity. So let's talk about Mexico, Your

00:24:20.799 --> 00:24:47.329
Honor. I want to start here because it was foremost

00:24:47.329 --> 00:24:49.009
in your mind at the first hearing, Your Honor

00:24:49.009 --> 00:24:50.650
said, I will have questions about the status

00:24:50.650 --> 00:24:53.009
of the orders in Mexico because to me they look

00:24:53.009 --> 00:24:56.589
like they were provisional in nature. We feel

00:24:56.589 --> 00:25:29.660
like we've... to interpret this maelstrom of

00:25:29.660 --> 00:25:32.099
Mexican court orders and to find where the Mexican

00:25:32.099 --> 00:25:34.539
orders have stated that control resides today.

00:25:36.779 --> 00:25:39.220
And to do that, we enlisted the aid of no less

00:25:39.220 --> 00:25:40.960
than a former justice from the Mexican Supreme

00:25:40.960 --> 00:25:43.160
Court, the highest court in Mexico, to review

00:25:43.160 --> 00:25:45.640
the record and to provide you with her interpretation

00:25:45.640 --> 00:25:48.220
regarding the present control determination.

00:25:48.900 --> 00:25:51.400
We didn't ask her to predict the future. If Mr.

00:25:51.519 --> 00:25:53.339
Albor files another half dozen proceedings that

00:25:53.339 --> 00:25:55.180
the estates are forced to beat back, as we've

00:25:55.180 --> 00:26:00.170
done over the prior weeks, the past week. We

00:26:00.170 --> 00:26:01.809
have not asked her to provide you with an opinion

00:26:01.809 --> 00:26:04.890
as to whether Mr. Albor could ultimately be successful

00:26:04.890 --> 00:26:07.289
in his challenge of the March 28th governance

00:26:07.289 --> 00:26:09.390
resolutions. Again, we're not asking you to rule

00:26:09.390 --> 00:26:12.589
on how that challenge may ultimately be decided.

00:26:13.390 --> 00:26:15.930
We simply need, for purposes of enforcement of

00:26:15.930 --> 00:26:17.970
the automatic stay, a determination that based

00:26:17.970 --> 00:26:20.650
upon the state of play today, as Justice Luna

00:26:20.650 --> 00:26:23.250
explained, it's clear and unambiguous that the

00:26:23.250 --> 00:26:25.190
terms of the March 28th governance resolutions

00:26:25.190 --> 00:26:28.240
are binding and controlling that Mr. Strom is

00:26:28.240 --> 00:26:30.180
and has been the sole independent director of

00:26:30.180 --> 00:26:33.079
all the debtors, U .S. and Mexico based, and

00:26:33.079 --> 00:26:34.839
that Mr. Al Gore and his confederates have been

00:26:34.839 --> 00:26:38.400
removed from any officer or director roles over

00:26:38.400 --> 00:26:43.059
all of the debtors. Your Honor, this is clear.

00:26:45.000 --> 00:26:47.579
And I think you can, you don't need to go any

00:26:47.579 --> 00:26:49.440
further than to see, you know, to the review.

00:26:56.400 --> 00:27:02.400
What do you think is the distinction that Justice

00:27:02.400 --> 00:27:08.700
Luna's interpretation has from Mr. Oskos? Well,

00:27:08.900 --> 00:27:11.339
I'll tell you exactly what I view the differences.

00:27:11.619 --> 00:27:14.019
I believe that Justice Luna sat here and explained

00:27:14.019 --> 00:27:17.920
to you what the orders provide, and I think Mr.

00:27:18.079 --> 00:27:20.240
Oskos explained to you what he thinks orders

00:27:20.240 --> 00:27:23.460
in the future may provide. And I think that's

00:27:23.460 --> 00:27:26.019
the world of difference. Justice Luna said...

00:27:25.799 --> 00:27:27.880
I've reviewed these orders. This is what these

00:27:27.880 --> 00:27:31.279
orders say today. And this is what these orders

00:27:31.279 --> 00:27:33.220
say that the rights of the various parties are

00:27:33.220 --> 00:27:36.579
today. And we should act based upon those. Mr.

00:27:36.740 --> 00:27:40.720
Oskos said, I believe that those orders may be

00:27:40.720 --> 00:27:42.619
challenged. I believe that there are rights to

00:27:42.619 --> 00:27:44.579
challenge those. I believe that under Mexican

00:27:44.579 --> 00:27:48.440
law, Mr. Albor's appeal rights have not been

00:27:48.440 --> 00:27:50.640
distinguished. We take no issue with that, Your

00:27:50.640 --> 00:27:52.640
Honor. We take no issue with that. That's true.

00:27:53.420 --> 00:27:56.670
But the point today, in connection with a stay

00:27:56.670 --> 00:28:01.650
violation motion is today, as Justice Luna explained,

00:28:02.150 --> 00:28:06.250
Mr. Strom is in charge. Mr. Albor is not in charge.

00:28:06.769 --> 00:28:09.930
Therefore, Mr. Albor's actions to exercise possession

00:28:09.930 --> 00:28:13.549
or control over the property of the estate are

00:28:13.549 --> 00:28:17.150
stay violations. And Your Honor, if you look

00:28:17.150 --> 00:28:20.509
at docket number 95, this is paragraph four of

00:28:20.509 --> 00:28:23.309
Mr. Duenas Barajas' declaration in support of

00:28:23.309 --> 00:28:26.420
Mr. Albor, he states that the March 28th resolutions

00:28:26.420 --> 00:28:29.180
shall be considered valid until the court rules

00:28:29.180 --> 00:28:32.319
on the motion to accumulate. The status has not

00:28:32.319 --> 00:28:34.440
changed as of today. And in fact, some subsequent

00:28:34.440 --> 00:28:36.920
orders from the Mexican courts, including those

00:28:36.920 --> 00:28:39.680
in our supplemental submission, have only reinforced

00:28:39.680 --> 00:28:41.680
Mr. Strom's authority under those resolutions.

00:28:42.839 --> 00:28:45.500
And I think Justice Luna also elaborated on this

00:28:45.500 --> 00:28:48.799
in paragraph 17 of her declaration. Even that

00:28:48.799 --> 00:28:51.200
April 11th order, which is that order that's

00:28:51.200 --> 00:28:53.460
so central to Mr. Al Gore's argument, quote,

00:28:53.539 --> 00:28:57.460
did not have restitutory effects. And we all

00:28:57.460 --> 00:28:59.319
learned a little bit about Mexican law here,

00:28:59.359 --> 00:29:02.099
but in plain terms, that means the precautionary

00:29:02.099 --> 00:29:04.059
measures that were entered on April 11th could

00:29:04.059 --> 00:29:07.759
only apply, could only apply to future resolutions.

00:29:08.140 --> 00:29:11.039
They did not affect or undermine what took place

00:29:11.039 --> 00:29:13.779
before that order was issued, including approval

00:29:13.779 --> 00:29:16.720
of the March 20th resolutions. Now contrast that

00:29:16.720 --> 00:29:18.500
with the other principle we talked about, the

00:29:18.500 --> 00:29:20.339
both effects principle, and that's discussed

00:29:20.339 --> 00:29:22.700
in paragraph 14 of Justice Luna's declaration.

00:29:22.960 --> 00:29:25.720
That principle, which you see in practice through

00:29:25.720 --> 00:29:28.799
Sibanko's successful suspensive appeal of that

00:29:28.799 --> 00:29:32.279
April 11th order, means an enjoined order can

00:29:32.279 --> 00:29:36.839
have neither restitutory nor retroactive effect.

00:29:38.319 --> 00:29:41.039
Your Honor, Mr. Albor never has obtained an order

00:29:41.039 --> 00:29:43.720
with a both effects suspension, so he has no

00:29:43.720 --> 00:29:46.259
legal basis to argue that the March 28th resolutions

00:29:46.259 --> 00:29:49.420
are not in effect. He has never had such a basis,

00:29:49.539 --> 00:29:52.549
and never even for a moment. obtained an order

00:29:52.549 --> 00:29:56.309
undoing those March 28th resolutions. Justice

00:29:56.309 --> 00:29:58.450
Luna also discussed the May 9th order from the

00:29:58.450 --> 00:30:01.049
Mexican District Court. That federal court found

00:30:01.049 --> 00:30:03.089
that that April 11th order to be prima facie

00:30:03.089 --> 00:30:05.809
unconstitutional, suspended it, and held that,

00:30:05.809 --> 00:30:08.789
quote, it cannot have any legal effect whatsoever.

00:30:09.930 --> 00:30:11.490
If that weren't enough, Justice Luna further

00:30:11.490 --> 00:30:13.710
explains that the April 11th order was nullified

00:30:13.710 --> 00:30:16.569
by the very judge who issued it. And under Mexican

00:30:16.569 --> 00:30:19.829
law, one last argument, which was raised in Justice

00:30:19.829 --> 00:30:25.109
Luna's declaration, a subsequent injunction cannot

00:30:25.109 --> 00:30:28.089
override a prior one on the same subject. It

00:30:28.089 --> 00:30:30.170
kind of reminded me of the first -to -file rule

00:30:30.170 --> 00:30:33.369
under the UCC. So based on the current record

00:30:33.369 --> 00:30:36.630
and the March 28th resolutions, those resolutions

00:30:36.630 --> 00:30:39.630
are binding. Mr. Strom is in charge. And Mr.

00:30:39.750 --> 00:30:41.690
Alborz continued interference with the debtor's

00:30:41.690 --> 00:30:43.990
operations constitutes an ongoing violation of

00:30:43.990 --> 00:30:46.829
the automatic stay. Justice Luna confirmed that

00:30:46.829 --> 00:30:48.970
when she was asked. On cross -examination as

00:30:48.970 --> 00:30:50.970
to whether the March 28th resolutions were valid

00:30:50.970 --> 00:30:55.049
and validated, she said, those acts are affirmed.

00:30:57.869 --> 00:31:00.190
And Mr. Albor can't dispute this. All he can

00:31:00.190 --> 00:31:01.950
say is he continues to file more challenges.

00:31:02.349 --> 00:31:04.170
Those challenges, though, continue to be rejected,

00:31:04.430 --> 00:31:07.970
most recently just last week. So in acknowledging

00:31:07.970 --> 00:31:10.869
this, he admits the April 11th order that he

00:31:10.869 --> 00:31:13.990
keeps pointing to has been suspended. His own

00:31:13.990 --> 00:31:15.569
objection says so. If you look at the bottom

00:31:15.569 --> 00:31:17.819
of page three and the top of page four. debtors

00:31:17.819 --> 00:31:19.960
mexican council filed an appeal before the 10th

00:31:19.960 --> 00:31:22.480
civil circuit of civil court of mexico city and

00:31:22.480 --> 00:31:24.660
obtained an order suspending the april 10th order

00:31:24.660 --> 00:31:27.359
yet again they say april 10th we call it the

00:31:27.359 --> 00:31:29.819
april 11th order the april 11th order is when

00:31:29.819 --> 00:31:32.700
it was docketed it's the same order uh paragraph

00:31:32.700 --> 00:31:34.940
seven of the the supplemental objection debtors

00:31:34.940 --> 00:31:37.480
obtained another non -final suspension of the

00:31:37.480 --> 00:31:40.579
april 10th order and again as you mentioned mr

00:31:40.579 --> 00:31:43.240
oskos admitted that the april 11th order was

00:31:43.240 --> 00:31:45.819
suspended he said that in paragraph 60 of his

00:31:45.819 --> 00:31:47.750
declaration the last bullet point He said it

00:31:47.750 --> 00:31:53.269
in paragraph 68. So as Justice Luna notes, and

00:31:53.269 --> 00:31:55.690
Mr. Albor and his counsel have noted and admitted

00:31:55.690 --> 00:31:58.470
as they must, the March 20th resolutions represent

00:31:58.470 --> 00:32:01.109
the valid existing governance structure. They've

00:32:01.109 --> 00:32:02.910
been formalized. They've been registered in the

00:32:02.910 --> 00:32:05.150
Mexican Public Registry of Commerce. That's the

00:32:05.150 --> 00:32:08.750
current legal reality. And as I said, speaking

00:32:08.750 --> 00:32:10.910
to Mr. Oskos, he argued that certain actions

00:32:10.910 --> 00:32:13.750
may have violated Mexico's Cuncurso -Mercantil

00:32:13.750 --> 00:32:17.109
laws. We disagree on the facts on the law. First,

00:32:17.269 --> 00:32:20.190
there is no order finding that the March 28th

00:32:20.190 --> 00:32:22.809
governance resolutions are unenforceable. It's

00:32:22.809 --> 00:32:25.289
simply an opinion with no supporting legal authority.

00:32:26.450 --> 00:32:28.670
Mr. Oskos admitted during cross -examination

00:32:28.670 --> 00:32:30.869
exactly this point. All he could say was that

00:32:30.869 --> 00:32:33.349
the issue may be the subject of a future decision.

00:32:33.930 --> 00:32:36.190
And as we noted in our supplemental notice of

00:32:36.190 --> 00:32:38.289
further authority, the Mexican courts have continued

00:32:38.289 --> 00:32:41.609
to reject Mr. Albor's arguments. None of this

00:32:41.740 --> 00:32:44.220
even if Mr. Oskos is right about what may happen

00:32:44.220 --> 00:32:46.680
in the future, provides a basis to find that

00:32:46.680 --> 00:32:51.920
Mr. Albor isn't violating the stay today. What

00:32:51.920 --> 00:32:53.720
we think Mr. Albor is really trying to ask this

00:32:53.720 --> 00:32:56.259
court to do, through Mr. Oskos, is to grant perspective

00:32:56.259 --> 00:32:58.980
relief based upon their interpretation of Mexican

00:32:58.980 --> 00:33:01.059
law, without any supporting order from a Mexican

00:33:01.059 --> 00:33:06.420
court. Mr. Oskos' argument also ignores a key

00:33:06.420 --> 00:33:09.160
principle of Mexican law. Assets held in trust

00:33:09.160 --> 00:33:11.759
for a secured lender are not the subject of an

00:33:11.759 --> 00:33:15.299
injunction under a concorso. Justice Luna explains

00:33:15.299 --> 00:33:18.519
this in paragraph 26 of her declaration and she

00:33:18.519 --> 00:33:20.720
provides supporting case law in exhibit O to

00:33:20.720 --> 00:33:23.920
that declaration. The precautionary measure that

00:33:23.920 --> 00:33:26.839
arose from Mr. Albor's flawed concorso filing

00:33:26.839 --> 00:33:29.700
did not and could not include the equity that

00:33:29.700 --> 00:33:31.319
were held in the other Mexican debtor entities.

00:33:31.839 --> 00:33:33.819
Those assets were in a collateral trust. They

00:33:33.819 --> 00:33:36.180
were not part of the concorso estate and therefore

00:33:36.180 --> 00:33:42.720
they're not subject to the concorso stay. I'm

00:33:42.720 --> 00:33:45.099
going to just wade into the further Mexican law

00:33:45.099 --> 00:33:48.119
issues for a moment. But our view is that Mr.

00:33:48.279 --> 00:33:50.440
Oskos simply got the facts wrong, and therefore

00:33:50.440 --> 00:33:55.019
his legal analysis falls apart as a result. Contrary

00:33:55.019 --> 00:33:57.339
to his testimony, the note holders did not exercise

00:33:57.339 --> 00:33:59.279
their right to vote the shares under the Mexican

00:33:59.279 --> 00:34:01.880
Security Trust. Instead, the parent borrowers,

00:34:02.079 --> 00:34:04.400
Leisure Investments Holdings and Dolphin Capital

00:34:04.400 --> 00:34:09.000
Company, which are the two top of the food chain

00:34:09.000 --> 00:34:11.849
debtors here, Those two entities, acting under

00:34:11.849 --> 00:34:15.090
Mr. Strahm's direction, instructed Cibanco, the

00:34:15.090 --> 00:34:17.170
trustee under that Mexico collateral trust, to

00:34:17.170 --> 00:34:20.650
issue proxy letters to vote the shares. The shares

00:34:20.650 --> 00:34:23.110
had already been contributed to the trust by

00:34:23.110 --> 00:34:25.849
each parent's respective subsidiary borrower

00:34:25.849 --> 00:34:32.130
and were not part of the concursive estate. And

00:34:32.130 --> 00:34:33.489
as I mentioned, leisure investments holdings

00:34:33.489 --> 00:34:36.300
in Dolphin Capital I'll note, Mr. Albor hasn't

00:34:36.300 --> 00:34:38.320
raised no credible argument challenging those

00:34:38.320 --> 00:34:41.420
debtors' governance changes. Why? There is none.

00:34:43.420 --> 00:34:45.800
So the formalities Mr. Oskos described, those

00:34:45.800 --> 00:34:47.619
that apply to note -holders acting to creditors,

00:34:47.639 --> 00:34:50.920
just don't apply here. It's a critical distinction.

00:34:53.179 --> 00:34:56.000
Further, the Concorso Court itself, in dismissing

00:34:56.000 --> 00:34:57.659
the proceedings, stated that the injunctions

00:34:57.659 --> 00:35:01.139
are to be treated as if they never existed. And

00:35:01.139 --> 00:35:04.000
Mr. Albor filed an Amparo action to suspend that

00:35:04.000 --> 00:35:07.559
dismissal. But the Amparo court denied any stay

00:35:07.559 --> 00:35:10.599
and refused to grant any rehabilitative effect

00:35:10.599 --> 00:35:14.579
to the concorso injunctions. No rehabilitative

00:35:14.579 --> 00:35:17.539
effect. So the injunctions, even if they could

00:35:17.539 --> 00:35:21.300
have been applicable to any action that was taken,

00:35:22.099 --> 00:35:25.699
were not rehabilitated. So your honor, despite

00:35:25.699 --> 00:35:28.139
all the protestations that Mr. Albor doesn't

00:35:28.139 --> 00:35:31.099
want this court to wade into Mexican law, wants

00:35:31.099 --> 00:35:34.239
the Mexican courts to decide, his arguments give

00:35:34.239 --> 00:35:36.409
the game away. That's exactly what Mr. Albor

00:35:36.409 --> 00:35:38.809
wants you to do. He's asking this court to stand

00:35:38.809 --> 00:35:41.670
in as a Mexican judge to ignore the current state

00:35:41.670 --> 00:35:43.889
of affairs, to disregard the orders entered in

00:35:43.889 --> 00:35:46.530
Mexico, and to speculate about what might happen

00:35:46.530 --> 00:35:48.929
in future litigation. That's not how bankruptcy

00:35:48.929 --> 00:35:50.750
works. That's not how Chapter 11 works. That's

00:35:50.750 --> 00:35:52.710
not how the legal system works, either in Mexico

00:35:52.710 --> 00:35:55.269
or in the U .S. The Mexican court has spoken.

00:35:55.849 --> 00:35:58.190
The governing orders in Mexico provide that today,

00:35:58.349 --> 00:36:01.030
Mr. Albor is not in control. The scoreboard in

00:36:01.030 --> 00:36:03.650
Mexico shows that Mr. Albor has lost every single

00:36:03.650 --> 00:36:06.050
time. He's failed in every attempt to obtain

00:36:06.050 --> 00:36:08.590
relief through Amparo proceedings or other injunctions.

00:36:08.949 --> 00:36:11.449
He's not succeeded in adjoining the current governance

00:36:11.449 --> 00:36:13.730
structure established by the March 28th resolutions.

00:36:14.809 --> 00:36:16.789
Mr. Elborg's objection raises grave concerns

00:36:16.789 --> 00:36:19.130
about the risk of inconsistent rulings, but that's

00:36:19.130 --> 00:36:21.210
exactly what he's asking this court to issue,

00:36:21.309 --> 00:36:24.030
an inconsistent ruling that contradicts the current

00:36:24.030 --> 00:36:27.329
state of play in Mexico. And Your Honor should

00:36:27.329 --> 00:36:32.030
not and cannot endorse that outcome. So having

00:36:32.030 --> 00:36:34.619
gotten the Mexican law out of the way, How did

00:36:34.619 --> 00:36:38.559
we get here? Mr. Wagstaff's declaration and testimony

00:36:38.559 --> 00:36:40.960
described in detail the steps that the debtors

00:36:40.960 --> 00:36:43.960
were forced to take to obtain access to any bit

00:36:43.960 --> 00:36:46.000
of estate property, specifically information,

00:36:46.119 --> 00:36:48.820
records, and data because of Mr. Albor's interference.

00:36:49.800 --> 00:36:52.940
Mr. Wagstaff outlined the process that he followed,

00:36:53.199 --> 00:36:55.780
the attempts to communicate with Mr. Albor and

00:36:55.780 --> 00:36:58.840
his team, and the judicial process. Mr. Albor

00:36:58.840 --> 00:37:00.920
obtained the necessary authority from courts

00:37:00.920 --> 00:37:03.639
in both Mexico City and Cancun. The actions he

00:37:03.639 --> 00:37:05.980
took to access the headquarters and retrieve

00:37:05.980 --> 00:37:08.039
estate property were carried out under a valid

00:37:08.039 --> 00:37:11.119
court order and underseen by a Mexican actuary,

00:37:11.119 --> 00:37:13.559
an officer of the court, tasked with enforcing

00:37:13.559 --> 00:37:17.699
that order. And why did he have to take those

00:37:17.699 --> 00:37:19.840
steps? Because Mr. Albor refused to communicate.

00:37:20.199 --> 00:37:22.119
He refused to provide access to the debtor's

00:37:22.119 --> 00:37:24.420
books and records. He blocked emails from Riveron

00:37:24.420 --> 00:37:27.179
being received by company employees. And he instructed

00:37:27.179 --> 00:37:29.380
company employees not to communicate with the

00:37:29.380 --> 00:37:33.460
debtor's representatives. He also instructed,

00:37:33.769 --> 00:37:36.690
river on to not not communicate with the company

00:37:36.690 --> 00:37:38.670
employees you have the records on that it's in

00:37:38.670 --> 00:37:41.530
the record the stonewalling left the debtors

00:37:41.530 --> 00:37:43.090
with no choice but to act through the courts

00:37:43.090 --> 00:37:45.309
in mexico to enforce their rights as lawful management

00:37:45.309 --> 00:37:48.369
the objection states that mr wagstaff's actions

00:37:48.369 --> 00:37:50.889
were somehow lawless or unauthorized and that

00:37:50.889 --> 00:37:53.469
could not be farther from the truth what was

00:37:53.469 --> 00:37:55.570
lawless your honor was mr albor's response and

00:37:55.570 --> 00:37:58.710
continued defiant posture retaking the premises

00:37:58.710 --> 00:38:01.199
in the middle of the night withholding access,

00:38:01.280 --> 00:38:03.260
blocking communications, and continuing to hold

00:38:03.260 --> 00:38:06.639
himself out as CEO while denying access to the

00:38:06.639 --> 00:38:08.960
records, all despite rulings from the Mexican

00:38:08.960 --> 00:38:11.019
court that he has been removed from any position

00:38:11.019 --> 00:38:14.199
of authority. That's self -help, plain and simple,

00:38:14.400 --> 00:38:16.119
and it's self -help in service of his personal

00:38:16.119 --> 00:38:21.619
interests as a minority shareholder. There was

00:38:21.619 --> 00:38:23.820
talk about the headquarters building. Mr. Albor

00:38:23.820 --> 00:38:26.599
argues that Controladora has no leasehold interest

00:38:26.599 --> 00:38:28.449
in the headquarters building. testified that

00:38:28.449 --> 00:38:31.789
the lease expired at the end of 2024. The claim

00:38:31.789 --> 00:38:34.889
is suspect. The note purchase agreement signed

00:38:34.889 --> 00:38:36.829
by Mr. Albor states in black and white that there

00:38:36.829 --> 00:38:39.050
is a lease agreement between Mr. Albor personally

00:38:39.050 --> 00:38:41.510
and Controladora for the Dolphin Center office

00:38:41.510 --> 00:38:44.590
with a monthly rent of $25 ,000 and that the

00:38:44.590 --> 00:38:47.510
headquarters lease was valid until 2030. That's

00:38:47.510 --> 00:38:51.250
exhibit 35. Mr. Nyberg read that document to

00:38:51.250 --> 00:38:53.949
Mr. Albor. Mr. Albor acknowledged what it said.

00:38:54.809 --> 00:38:57.090
He gave no explanation, however, as to why he

00:38:57.090 --> 00:38:59.030
testified to something completely different just

00:38:59.030 --> 00:39:01.829
minutes before. And I don't think that Mr. Nyberg

00:39:01.829 --> 00:39:03.530
even got a compliment at that point about how

00:39:03.530 --> 00:39:07.889
well he read in English. So even more telling,

00:39:08.949 --> 00:39:10.829
in his own pleadings to initiate the concursive

00:39:10.829 --> 00:39:13.690
mercantile proceeding in Mexico, Mr. Albor described

00:39:13.690 --> 00:39:15.750
the building as the company's headquarters. Those

00:39:15.750 --> 00:39:19.030
pleadings were filed in December, and today the

00:39:19.030 --> 00:39:20.829
company's website still lists that building as

00:39:20.829 --> 00:39:25.909
its headquarters. In a further twist, differing

00:39:25.909 --> 00:39:28.050
stories between the deposition and on the stand,

00:39:28.610 --> 00:39:30.630
but Mr. Albor testified that he negotiated a

00:39:30.630 --> 00:39:32.349
lease for a second building next door, apparently

00:39:32.349 --> 00:39:35.989
with himself as both landlord and tenant. We

00:39:35.989 --> 00:39:39.429
asked for documents to support Mr. Albor's testimony

00:39:39.429 --> 00:39:43.090
at deposition and at trial. Council apparently

00:39:43.090 --> 00:39:45.110
received them as early as Wednesday when they

00:39:45.110 --> 00:39:47.469
were translated into English, but we didn't receive

00:39:47.469 --> 00:39:50.250
them until yesterday. Given that, we haven't

00:39:50.250 --> 00:39:51.969
had the chance to confirm whether they're valid.

00:39:52.630 --> 00:39:54.530
or whether they were registered in the public

00:39:54.530 --> 00:39:56.309
registry, which is what the documents indicate

00:39:56.309 --> 00:39:58.929
that the parties were required to do. And there's

00:39:58.929 --> 00:40:01.610
still no explanation for why, even if these are

00:40:01.610 --> 00:40:04.250
accurate documents, Mr. Alboard's representations

00:40:04.250 --> 00:40:06.349
in the note purchase agreement would have then

00:40:06.349 --> 00:40:09.730
been inaccurate. In one case, misstating a termination

00:40:09.730 --> 00:40:12.110
date, and in another case, failing to disclose

00:40:12.110 --> 00:40:15.469
a self -dealing transaction. But even if we take

00:40:15.469 --> 00:40:17.909
Mr. Alboard's word, which I find it hard to do

00:40:17.909 --> 00:40:20.159
based on his testimony and the record, and we

00:40:20.159 --> 00:40:22.039
assume that the headquarters lease expired, the

00:40:22.039 --> 00:40:23.800
debtors still have a right to access the books

00:40:23.800 --> 00:40:26.139
and records stored in that building. They also

00:40:26.139 --> 00:40:27.960
retain whatever possessory interest is recognized

00:40:27.960 --> 00:40:29.739
under Mexican law, and I understand there may

00:40:29.739 --> 00:40:32.260
be such a possessory interest. But again, we're

00:40:32.260 --> 00:40:34.400
not asking he to wade into the issue of the Mexican

00:40:34.400 --> 00:40:37.219
law there. Mr. Alborna himself admits that the

00:40:37.219 --> 00:40:39.460
estate records, estate property, is located in

00:40:39.460 --> 00:40:41.400
that building. He testified that the building

00:40:41.400 --> 00:40:43.719
is, quote, where some of the top management have

00:40:43.719 --> 00:40:45.800
an office. It sounds like a headquarters to me.

00:40:47.210 --> 00:40:49.250
And the debtors need full access to those records

00:40:49.250 --> 00:40:51.110
and that property to administer these Chapter

00:40:51.110 --> 00:40:54.570
11 cases. We've asked for access to the debtors'

00:40:55.110 --> 00:40:57.190
computer networks and electronic records systems

00:40:57.190 --> 00:40:59.429
that Mr. Albor acknowledged are housed in that

00:40:59.429 --> 00:41:01.889
building. That request has been flatly rejected.

00:41:03.250 --> 00:41:05.929
So right now, we can't produce sufficiently rigorous

00:41:05.929 --> 00:41:08.090
financial statements, not for the Mexican entities

00:41:08.090 --> 00:41:10.570
and not for even the U .S. entities where Mr.

00:41:10.730 --> 00:41:13.050
Wagstaff's team is on the ground. We haven't

00:41:13.050 --> 00:41:14.849
yet been able to review the banking records.

00:41:15.030 --> 00:41:17.150
We haven't... been able to verify the company's

00:41:17.150 --> 00:41:19.150
cash position to ensure that funds are being

00:41:19.150 --> 00:41:24.449
properly maintained or used. Finally, Mr. Albor's

00:41:24.449 --> 00:41:26.230
claim that he's not interfering with Rivron's

00:41:26.230 --> 00:41:28.130
ability to communicate with company employees

00:41:28.130 --> 00:41:30.909
is simply false. That was his sworn testimony

00:41:30.909 --> 00:41:34.190
on the stand, of course. It was page 199 of the

00:41:34.190 --> 00:41:36.329
transcript of the hearing. It was also his sworn

00:41:36.329 --> 00:41:38.389
testimony at the deposition, which is exhibit

00:41:38.389 --> 00:41:41.829
41, and that was on page 136. But it's not true.

00:41:42.570 --> 00:41:46.190
You have the documentation. Exhibit 32, that

00:41:46.190 --> 00:41:48.170
he told the chief veterinary officer not to speak

00:41:48.170 --> 00:41:52.250
with Riveron. Mr. Albor also conceded that he

00:41:52.250 --> 00:41:54.530
instructed his personal counsel to tell Mr. Wagstaff

00:41:54.530 --> 00:41:56.829
not to speak with the company's Mexican employees.

00:41:57.409 --> 00:42:01.309
That correspondence is at Exhibit 15. And even

00:42:01.309 --> 00:42:04.630
after the last hearing, after Mr. Wagstaff emailed

00:42:04.630 --> 00:42:06.369
employees to schedule a meeting about company

00:42:06.369 --> 00:42:10.010
records, which email presumably seemed to go

00:42:10.010 --> 00:42:12.670
through, Riveron's emails to the Dolphin Company

00:42:12.670 --> 00:42:14.840
were blocked again. by the company's server.

00:42:15.900 --> 00:42:17.800
And as Mr. Brady said, that happened at some

00:42:17.800 --> 00:42:21.920
time between May 23rd, when Mr. Wagstaff sent

00:42:21.920 --> 00:42:24.320
an email requesting a meeting that was not responded

00:42:24.320 --> 00:42:28.739
to, and May 30th. The May 23rd email, there was

00:42:28.739 --> 00:42:31.699
no bounce back. May 30th, there was a bounce

00:42:31.699 --> 00:42:33.800
back. You know, this is not a misunderstanding.

00:42:34.000 --> 00:42:36.800
This is a pattern. It's a deliberate, active

00:42:36.800 --> 00:42:38.920
effort to obstruct the debtor's ability to manage

00:42:38.920 --> 00:42:43.619
these states. So why is this all important? Let

00:42:43.619 --> 00:42:45.699
me step back again and explain why this matters

00:42:45.699 --> 00:42:47.800
so deeply, why the relief we're seeking is not

00:42:47.800 --> 00:42:49.860
just legally justified, but urgently necessary.

00:42:50.239 --> 00:42:52.219
And I think Your Honor understands this, but

00:42:52.219 --> 00:42:55.320
first, we need to understand and ensure that

00:42:55.320 --> 00:42:57.119
in every facility around the world where Mr.

00:42:57.239 --> 00:43:00.079
Albor has refused to relinquish control, animals

00:43:00.079 --> 00:43:02.980
are being properly cared for, employees are being

00:43:02.980 --> 00:43:05.559
properly paid, post -petition obligations are

00:43:05.559 --> 00:43:07.920
being met, and that the companies are operating

00:43:07.920 --> 00:43:09.679
in compliance with their legal and financial

00:43:09.679 --> 00:43:12.119
responsibilities. This is not a business that

00:43:12.119 --> 00:43:14.519
can be put on pause. The health and the welfare

00:43:14.519 --> 00:43:16.480
of the animals are at stake, and the employees

00:43:16.480 --> 00:43:19.539
who care for them must be paid. The business

00:43:19.539 --> 00:43:21.559
must continue to function, even if Mr. Albor

00:43:21.559 --> 00:43:25.300
doesn't like the illegal outcomes so far. Second,

00:43:25.880 --> 00:43:27.760
we represent debtors in possession in Chapter

00:43:27.760 --> 00:43:30.579
11. That comes with responsibilities. As debtors

00:43:30.579 --> 00:43:32.420
in possession, we're required to prepare and

00:43:32.420 --> 00:43:35.619
file a range of documents, schedules, sofas,

00:43:36.179 --> 00:43:39.940
2015 .3 reports, monthly operating reports. We

00:43:39.940 --> 00:43:42.559
must also provide cash flow budgets to demonstrate

00:43:42.559 --> 00:43:45.199
the administrative solvency of these estates.

00:43:45.699 --> 00:43:47.559
And the dip financing that allows these businesses

00:43:47.559 --> 00:43:49.699
to operate is conditioned on compliance with

00:43:49.699 --> 00:43:52.420
an approved budget, one that we cannot complete

00:43:52.420 --> 00:43:54.420
on a final basis because we don't have the records.

00:43:55.440 --> 00:43:57.380
And all these reports must be signed and attested

00:43:57.380 --> 00:43:59.860
to by the officers as true and accurate. But

00:43:59.860 --> 00:44:01.579
without the full unfettered access to the books

00:44:01.579 --> 00:44:03.679
and records, we can't provide the transparency

00:44:03.679 --> 00:44:06.980
and compliance that Chapter 11 demands. The idea

00:44:06.980 --> 00:44:08.460
that the debtor in possession should be limited

00:44:08.460 --> 00:44:11.269
to estate books and records that a third party,

00:44:11.329 --> 00:44:13.530
Mr. Albor, chooses to filter and selectively

00:44:13.530 --> 00:44:19.050
share is simply untenable. Mr. Albor's response

00:44:19.050 --> 00:44:21.849
to all of this, I think, boils down to really

00:44:21.849 --> 00:44:24.690
two points. One, because there's pending litigation

00:44:24.690 --> 00:44:26.869
in Mexico, Mr. Strom doesn't have the right to

00:44:26.869 --> 00:44:29.530
access or control the Mexican entities' books,

00:44:29.730 --> 00:44:31.929
records, and assets, even though the Mexican

00:44:31.929 --> 00:44:36.329
court orders say otherwise. And two, the debtors

00:44:36.329 --> 00:44:42.900
already have the information. to manage day -to

00:44:42.900 --> 00:44:45.039
-day operations at the US parks. So essentially,

00:44:45.820 --> 00:44:48.380
where's the fire? Well, let's see those arguments

00:44:48.380 --> 00:44:49.820
for what they are. They're nothing more than

00:44:49.820 --> 00:44:52.099
an attempt to minimize the significance of the

00:44:52.099 --> 00:44:55.019
inconvenient truth of the automatic stay. Mr.

00:44:55.159 --> 00:44:56.639
Albor wants the court to ignore the stay because

00:44:56.639 --> 00:44:58.659
he's challenging the governance changes in Mexico.

00:44:59.219 --> 00:45:00.980
That's not how the stay works. You don't get

00:45:00.980 --> 00:45:02.760
to disregard the automatic stay just because

00:45:02.760 --> 00:45:04.579
you believe you have a basis to challenge the

00:45:04.579 --> 00:45:07.300
filing or the authority of the dip. Channeling

00:45:07.300 --> 00:45:09.659
Dr. Tyson again. The automatic stay applies whether

00:45:09.659 --> 00:45:13.820
or not Mr. Albor believes it should. And as I

00:45:13.820 --> 00:45:16.400
said before, the argument misstates or best obscures

00:45:16.400 --> 00:45:18.940
the current legal statuses laid out by the Mexican

00:45:18.940 --> 00:45:23.039
courts. So Your Honor, we will continue to pursue

00:45:23.039 --> 00:45:25.679
every available remedy in Mexico, but we are

00:45:25.679 --> 00:45:27.380
entitled to and we need relief from this court.

00:45:27.519 --> 00:45:30.440
Relief to address both the violations of the

00:45:30.440 --> 00:45:33.300
automatic stay and the failure to comply with

00:45:33.300 --> 00:45:39.679
Your Honor's order under section 542. Now, the

00:45:39.679 --> 00:45:44.539
suggestion that where's the fire and that there

00:45:44.539 --> 00:45:48.760
can be some protocol to solve these issues, let

00:45:48.760 --> 00:45:50.519
me explain why that view is not only myopic,

00:45:50.559 --> 00:45:53.760
but dangerous. In their papers and in depositions

00:45:53.760 --> 00:45:56.119
of Mr. Strong and Mr. Wagstaff, the other side

00:45:56.119 --> 00:46:00.320
focuses almost exclusively on Section 542E, suggesting

00:46:00.320 --> 00:46:03.300
Mr. Albor is willing to provide specific documents

00:46:03.300 --> 00:46:05.800
if we just ask. And I'm sure that they'll point

00:46:05.800 --> 00:46:08.090
to... Hundreds of documents they dumped on us

00:46:08.090 --> 00:46:10.469
Friday afternoon and over the weekend But the

00:46:10.469 --> 00:46:12.630
problem is we don't know what we don't know and

00:46:12.630 --> 00:46:15.170
tragically what we didn't know can likely contributed

00:46:15.170 --> 00:46:18.429
to the dolphin death of a dolphin last week Break

00:46:18.429 --> 00:46:21.489
these down from operations standpoint. We don't

00:46:21.489 --> 00:46:22.969
know what we don't know about the state of the

00:46:22.969 --> 00:46:26.170
operations Mr. Wagstaff testified about the dilapidated

00:46:26.170 --> 00:46:27.710
state of the Florida parks when his team took

00:46:27.710 --> 00:46:30.690
over He saw the pictures from Miami Seaquarium.

00:46:30.949 --> 00:46:34.289
That's exhibit 20 crumbling walls unsafe structures

00:46:35.759 --> 00:46:37.719
Based on what we do know, we have serious concerns

00:46:37.719 --> 00:46:40.199
about the conditions at the other parks. They're

00:46:40.199 --> 00:46:42.719
still under Mr. Albor's control. These are estate

00:46:42.719 --> 00:46:45.480
assets. This is lender collateral, and the risks

00:46:45.480 --> 00:46:49.480
are real. As Mr. Brady said, we just received

00:46:49.480 --> 00:46:51.599
an email from the chief veterinary officer sent

00:46:51.599 --> 00:46:54.900
to other dolphin employees indicating that the

00:46:54.900 --> 00:46:57.039
chief veterinary officer knew since May 3rd,

00:46:57.039 --> 00:46:59.280
almost a month ago, that Samir's health is at

00:46:59.280 --> 00:47:01.260
risk. Now, he didn't share that with Riveron

00:47:01.260 --> 00:47:04.780
or Mr. Strom. Why? I think it's pretty clear.

00:47:05.079 --> 00:47:07.239
It's because he received an email from Mr. Albor,

00:47:07.480 --> 00:47:09.719
already in evidence, instructing him to communicate

00:47:09.719 --> 00:47:13.260
with Riverond. We also learned that the employees

00:47:13.260 --> 00:47:14.940
in Mexico have been aware of tank conditions

00:47:14.940 --> 00:47:17.059
at the Gulf World Park, but didn't report them

00:47:17.059 --> 00:47:19.340
to Riverond. Mr. Albor's interference and his

00:47:19.340 --> 00:47:22.460
influence over employees who are unable or unwilling

00:47:22.460 --> 00:47:25.019
to communicate with the CRO may have contributed

00:47:25.019 --> 00:47:30.300
to Samira's death. It's unacceptable. Mr. Albor

00:47:30.300 --> 00:47:32.659
argues there's no evidence of mistreatment in

00:47:32.659 --> 00:47:36.039
Mexico. But we explain why that is. Mr. Wagstaff

00:47:36.039 --> 00:47:38.559
tried to schedule a meeting with the CBO. Mr.

00:47:38.659 --> 00:47:41.699
Wagstaff tried to schedule a meeting after Mr.

00:47:41.880 --> 00:47:43.800
Albor's testimony in front of you saying that

00:47:43.800 --> 00:47:46.159
he was not going to restrict communications with

00:47:46.159 --> 00:47:49.500
the employees. But before it could happen, Mr.

00:47:49.920 --> 00:47:53.099
Albor intervened. In the case of the CBO, you

00:47:53.099 --> 00:47:56.179
have the evidence that he directed the CBO not

00:47:56.179 --> 00:47:58.400
to speak with Riveron. You have the evidence

00:47:58.400 --> 00:48:00.380
that he had his personal counsel send a cease

00:48:00.380 --> 00:48:03.679
and desist letter. And in fact, the email from

00:48:03.679 --> 00:48:06.400
the CVO that we received for the first time last

00:48:06.400 --> 00:48:08.039
week indicates that there are other dolphins

00:48:08.039 --> 00:48:10.840
in non -U .S. parks that the CVO is aware are

00:48:10.840 --> 00:48:15.320
experiencing health issues. So you shouldn't

00:48:15.320 --> 00:48:17.159
credit Mr. Albor's argument that the debtors

00:48:17.159 --> 00:48:20.400
don't have specific evidence about mistreatment

00:48:20.400 --> 00:48:24.699
or poor conditions elsewhere in the dolphin group

00:48:24.699 --> 00:48:27.840
companies when he's actively blocking our ability

00:48:27.840 --> 00:48:30.480
to investigate. Again, we don't know what we

00:48:30.480 --> 00:48:32.980
don't know about the operations precisely because

00:48:32.980 --> 00:48:36.840
of Mr. Albor's ongoing interference. Turn back

00:48:36.840 --> 00:48:39.519
to finances and contracts. We also don't know

00:48:39.519 --> 00:48:41.420
what we don't know about the company's financials.

00:48:41.500 --> 00:48:43.059
Most of the relevant documents are maintained

00:48:43.059 --> 00:48:45.840
at the corporate level. Mr. Albor tried to disassemble

00:48:45.840 --> 00:48:49.420
about this on the stand, and he argued that,

00:48:49.420 --> 00:48:52.800
well, there are employees at the park level,

00:48:53.239 --> 00:48:56.119
but his testimony is simply not credible. We

00:48:56.119 --> 00:48:58.909
don't know what contracts exist. what obligations

00:48:58.909 --> 00:49:00.909
are outstanding, whether we're in compliance

00:49:00.909 --> 00:49:05.210
with post -petition requirements. And sure, after

00:49:05.210 --> 00:49:07.429
being admonished by Your Honor to start providing

00:49:07.429 --> 00:49:10.730
those records, we did receive some glossy reports

00:49:10.730 --> 00:49:13.190
filled with pictures of smiling dolphins and

00:49:13.190 --> 00:49:16.349
humans, but no hard data. The reports are incomplete,

00:49:16.389 --> 00:49:20.030
and in some cases, just incomprehensible. And

00:49:20.030 --> 00:49:22.289
just last week, we received U .S. entity -level

00:49:22.289 --> 00:49:24.869
reporting for the first time. Again, maintained

00:49:24.869 --> 00:49:28.000
in Mexico. But even that was a glossy picture

00:49:28.000 --> 00:49:31.780
-filled PDF, not even actual financial data,

00:49:31.960 --> 00:49:34.559
and it included a bunch of unexplained, quote,

00:49:34.980 --> 00:49:38.260
management adjustments. Those reports and those,

00:49:38.260 --> 00:49:40.360
quote, management adjustments certainly weren't

00:49:40.360 --> 00:49:42.300
coming from the Florida parks. They came from

00:49:42.300 --> 00:49:46.699
Mexico. So the suggestion that Mr. Strom and

00:49:46.699 --> 00:49:50.300
Mr. Wagstaff have enough information to administer

00:49:50.300 --> 00:49:53.159
the Chapter 11 in connection with the U .S. parks

00:49:53.159 --> 00:49:56.389
is not true. We continue to uncover surprises,

00:49:57.010 --> 00:49:59.690
IRS issues, insurance lapses, failure to pay

00:49:59.690 --> 00:50:02.909
employee insurance obligations, unsafe structure

00:50:02.909 --> 00:50:05.210
violations. We don't know what else is out there

00:50:05.210 --> 00:50:07.329
because Mr. Albor has instructed employees not

00:50:07.329 --> 00:50:11.650
to speak with Irving. And we don't know how Mr.

00:50:11.650 --> 00:50:13.730
Albor could possibly run the Mexican operations,

00:50:13.869 --> 00:50:16.010
particularly now that the banks have been ordered

00:50:16.010 --> 00:50:18.070
to cut off his access to the company cash and

00:50:18.070 --> 00:50:20.010
to provide access to Mr. Strahm and his team.

00:50:20.369 --> 00:50:22.829
I'd encourage your honor to ask Mr. Albor's counsel

00:50:22.829 --> 00:50:25.130
that question. How are the dolphins to be cared

00:50:25.130 --> 00:50:27.510
for with no cash access? How are employees to

00:50:27.510 --> 00:50:30.289
be paid when Mr. Albor's authority to utilize

00:50:30.289 --> 00:50:32.949
the company's cash and the bank accounts have

00:50:32.949 --> 00:50:38.190
been eliminated? Finally, we don't know what

00:50:38.190 --> 00:50:39.809
we don't know about how much this is going to

00:50:39.809 --> 00:50:42.110
ultimately cost the estate. We know how much

00:50:42.110 --> 00:50:44.750
it costs so far, though. This approach has been

00:50:44.750 --> 00:50:47.570
incredibly costly. The estates and their creditors

00:50:47.570 --> 00:50:49.750
are being forced to forensically recreate financial

00:50:49.750 --> 00:50:51.949
records just to get a baseline understanding

00:50:51.949 --> 00:50:55.409
of the business. It's not sustainable, it's wasteful,

00:50:55.469 --> 00:50:58.210
and it's a direct result of Mr. Albor's defiance.

00:50:59.510 --> 00:51:02.190
At its core, Mr. Albor's argument just ignores

00:51:02.190 --> 00:51:04.389
the automatic stay, and it ignores the debtor's

00:51:04.389 --> 00:51:06.949
right to access estate property. It assumes a

00:51:06.949 --> 00:51:09.070
world where the court won't enforce the stay,

00:51:09.530 --> 00:51:11.210
and where the debtors are only entitled to request

00:51:11.210 --> 00:51:13.809
documents that happen to be in Mr. Albor's personal

00:51:13.809 --> 00:51:16.690
possession as a former CEO and minority shareholder

00:51:16.690 --> 00:51:19.929
under Section 542E. That's not the reality of

00:51:19.929 --> 00:51:23.079
the situation, but since... That does appear

00:51:23.079 --> 00:51:24.619
to be the lion's share of the argument. Let's

00:51:24.619 --> 00:51:29.500
discuss Section 542E anyway. Section 542E applies

00:51:29.500 --> 00:51:31.980
to books and records held by non -debtor individuals.

00:51:32.519 --> 00:51:34.579
It does not limit the broader protections of

00:51:34.579 --> 00:51:37.960
the automatic stay. The debtors' requests here

00:51:37.960 --> 00:51:41.940
under Section 542E as to individuals did not

00:51:41.940 --> 00:51:44.019
imply, certainly do not imply, that the parties

00:51:44.019 --> 00:51:46.860
have the right to interfere with or exert control

00:51:46.860 --> 00:51:51.670
over estate property. And in discussing Section

00:51:51.670 --> 00:51:56.590
542e, Council conflates the immediate and irreparable

00:51:56.590 --> 00:51:59.289
harm standard, which we use to obtain interim

00:51:59.289 --> 00:52:02.489
relief under Section 542e with the general right

00:52:02.489 --> 00:52:05.190
to obtain records. Immediate and irreparable

00:52:05.190 --> 00:52:07.010
harm, Your Honor, is not the standard for final

00:52:07.010 --> 00:52:09.329
relief after notice in the hearing under Section

00:52:09.329 --> 00:52:12.150
542e. The statute doesn't say that the information

00:52:12.150 --> 00:52:15.349
must be necessary to avoid immediate harm. That's

00:52:15.349 --> 00:52:18.489
a limitation that they've invented today. Yes?

00:52:19.179 --> 00:52:21.480
At the first day hearing, we focused on animal

00:52:21.480 --> 00:52:24.900
care. That was the most urgent risk. We had no

00:52:24.900 --> 00:52:28.139
documents, no access to employees, and no information

00:52:28.139 --> 00:52:30.679
about how to care for the animals. Thankfully,

00:52:31.079 --> 00:52:33.079
and I'll emphasize, not thanks to Mr. Albor,

00:52:33.360 --> 00:52:35.820
Riveron was able to reach out to park level employees

00:52:35.820 --> 00:52:38.320
through unofficial back channels. That's how

00:52:38.320 --> 00:52:40.659
we've been able to pay employees and care for

00:52:40.659 --> 00:52:45.369
the animals. Again. I say not thanks to Mr. Albor

00:52:45.369 --> 00:52:47.429
because despite our efforts, the company blocked

00:52:47.429 --> 00:52:49.630
Revron's email access to the Dolphin Company

00:52:49.630 --> 00:52:53.489
domains. Your Honor, we've always viewed Section

00:52:53.489 --> 00:52:57.030
542E as one tool among many, a potentially important

00:52:57.030 --> 00:52:59.050
path to ensure access to as much information

00:52:59.050 --> 00:53:02.090
as possible. As Mr. Estrahm and Mr. Wagstaff

00:53:02.090 --> 00:53:04.170
testified, information is at a premium because

00:53:04.170 --> 00:53:06.590
they don't know what they don't know. Tragically,

00:53:06.829 --> 00:53:09.210
we know in the past week there are serious issues

00:53:09.210 --> 00:53:11.969
known to employees in Mexico that are not being...

00:53:13.840 --> 00:53:16.400
When we filed this motion, the 542e motion, we

00:53:16.400 --> 00:53:18.820
expected access to company records, estate property.

00:53:19.559 --> 00:53:21.039
We expected all of that would be forthcoming.

00:53:21.159 --> 00:53:22.980
But we also wanted to avoid a situation where

00:53:22.980 --> 00:53:25.360
a bad actor or a terminated executive could claim

00:53:25.360 --> 00:53:27.579
that certain materials in their possession were

00:53:27.579 --> 00:53:31.739
personal and not subject to turnover. The argument

00:53:31.739 --> 00:53:33.599
that we have enough documents to keep the lights

00:53:33.599 --> 00:53:35.920
on in the U .S. entities really misses the point

00:53:35.920 --> 00:53:38.820
entirely. And it asks this court to embrace Mr.

00:53:39.000 --> 00:53:41.539
Albor's chaotic day -to -day strategy for running

00:53:41.539 --> 00:53:43.929
this business. And it's not a strategy. It's

00:53:43.929 --> 00:53:47.449
a recipe for disaster. Let's also not forget

00:53:47.449 --> 00:53:50.110
Mr. Albor admits the company is in payment default.

00:53:51.150 --> 00:53:53.289
The assets and the cash of these estates are

00:53:53.289 --> 00:53:56.530
collateral. Secured, the secured note holders

00:53:56.530 --> 00:53:59.909
collateral, the dip lenders collateral. The debtors

00:53:59.909 --> 00:54:01.769
are bound by the dip and the cash collateral

00:54:01.769 --> 00:54:03.570
orders which govern how those assets and funds

00:54:03.570 --> 00:54:06.550
can be used. Finally, the Mexican courts have

00:54:06.550 --> 00:54:09.090
directed the Mexican banks eliminate Mr. Albor's

00:54:09.090 --> 00:54:10.969
access to the company, bank accounts and cash.

00:54:11.909 --> 00:54:14.380
Your Honor, what you're seeing here He's a minority

00:54:14.380 --> 00:54:16.840
shareholder doing whatever it takes not to advance

00:54:16.840 --> 00:54:19.860
a restructuring plan, not to argue that he has

00:54:19.860 --> 00:54:23.659
a better path to restructuring here, but simply

00:54:23.659 --> 00:54:26.699
to survive another day. He's not considering

00:54:26.699 --> 00:54:28.679
selling collateral without court approval. He's

00:54:28.679 --> 00:54:31.079
already doing it. That's based on information

00:54:31.079 --> 00:54:32.860
that we obtained after flipping the governance

00:54:32.860 --> 00:54:35.639
in Argentina. I understand Mr. Albor claims that

00:54:35.639 --> 00:54:37.679
he had the right to do that. That's not true.

00:54:38.139 --> 00:54:40.219
Section 10 .7 G of the note purchase agreement,

00:54:40.340 --> 00:54:42.940
which is at exhibit 35, makes it clear. any such

00:54:42.940 --> 00:54:46.460
rights that he may argue that support that dissolve

00:54:46.460 --> 00:54:48.920
upon an event of default. And we're in default.

00:54:51.900 --> 00:54:55.199
Finally, these cases are burning cash at an unsustainable

00:54:55.199 --> 00:54:57.360
rate. If we can't move forward with a restructuring

00:54:57.360 --> 00:54:59.760
that maximizes value for all creditors, and we

00:54:59.760 --> 00:55:01.880
instead remain stuck in this holding pattern

00:55:01.880 --> 00:55:05.199
dictated by Mr. Albor's personal agenda, this

00:55:05.199 --> 00:55:07.099
case could quickly collapse. And that would,

00:55:07.099 --> 00:55:09.519
of course, mean greater loss of value, lost jobs,

00:55:09.900 --> 00:55:13.369
and even more risk to big animals. So Mr. Albor

00:55:13.369 --> 00:55:16.670
and his counsel have said they do want to respect

00:55:16.670 --> 00:55:18.809
this court and its authority. Well, if they wanted

00:55:18.809 --> 00:55:20.849
to respect the court and its authority, there's

00:55:20.849 --> 00:55:22.929
a simple path forward. He could comply with the

00:55:22.929 --> 00:55:25.210
automatic stay, and he could stop trying to retain

00:55:25.210 --> 00:55:26.909
possession and control over estate property.

00:55:27.530 --> 00:55:29.130
Instead, he does the opposite. He continues to

00:55:29.130 --> 00:55:31.010
file actions aimed at undoing the current governance

00:55:31.010 --> 00:55:33.349
structure, actions that, by definition, seek

00:55:33.349 --> 00:55:36.369
to exercise and retain control over the estate's

00:55:36.369 --> 00:55:38.889
assets. And he's doing that based on a minuscule

00:55:38.889 --> 00:55:40.909
shareholding in control of the drug. Dora Dolphin,

00:55:41.250 --> 00:55:46.380
one share. representing 0 .0003%. That's it.

00:55:46.659 --> 00:55:49.260
But it hasn't stopped him. In fact, as you saw,

00:55:49.980 --> 00:55:55.440
just Friday, he sent a notice attempting to flip

00:55:55.440 --> 00:56:00.699
the governance of the Jamaica subsidiary. And

00:56:00.699 --> 00:56:02.639
in his communication, he made it very clear that

00:56:02.639 --> 00:56:06.280
he expects nobody to challenge him. Are you suggesting

00:56:06.280 --> 00:56:09.800
that the litigation in Mexico over corporate

00:56:09.800 --> 00:56:13.210
governance cannot go forward? I'm not saying

00:56:13.210 --> 00:56:15.110
that it cannot go forward, but I think it's a

00:56:15.110 --> 00:56:17.530
textbook violation of the automatic stay. It

00:56:17.530 --> 00:56:19.670
may be one that he has the right to ask your

00:56:19.670 --> 00:56:22.090
honor to pursue, and your honor may certainly

00:56:22.090 --> 00:56:26.230
consider that. We would hope we would have an

00:56:26.230 --> 00:56:28.190
opportunity to be heard on that, because we don't

00:56:28.190 --> 00:56:31.909
believe that he would meet the standards for

00:56:31.909 --> 00:56:33.949
stay relief. But again, you don't have that motion

00:56:33.949 --> 00:56:39.860
in front of you. And I guess that's the point,

00:56:39.940 --> 00:56:42.239
Your Honor. He continues to take actions without

00:56:42.239 --> 00:56:44.719
having a motion, without having asked for authority,

00:56:45.380 --> 00:56:48.880
to undo governance changes implemented by the

00:56:48.880 --> 00:56:51.059
trustees that held equity and control at Dora

00:56:51.059 --> 00:56:53.280
for the benefit of the lenders. And all those

00:56:53.280 --> 00:56:56.659
actions taken after the Chapter 11 filings violate

00:56:56.659 --> 00:56:59.519
the automatic stays protecting the top two entities,

00:57:00.800 --> 00:57:02.500
Leisure Investments Holdings and Dolphin Capital

00:57:02.500 --> 00:57:06.059
Company. This is, Your Honor, I think what we've

00:57:06.059 --> 00:57:08.320
come to call the original sin of these stay violations.

00:57:08.599 --> 00:57:10.880
Mr. Albor has been trying to assert control over

00:57:10.880 --> 00:57:13.000
entities that are debtors themselves and corporate

00:57:13.000 --> 00:57:15.320
assets that belong to the debtors. Every action

00:57:15.320 --> 00:57:17.599
he's taken since then is fruit of the poisonous

00:57:17.599 --> 00:57:20.579
tree. So you're right. There is pending litigation.

00:57:21.420 --> 00:57:23.940
And he may have a basis to challenge the board

00:57:23.940 --> 00:57:26.059
flip at Controlador Adolphin. He could file a

00:57:26.059 --> 00:57:28.340
motion to dismiss the case if he's successful

00:57:28.340 --> 00:57:31.360
in obtaining that. After he's filed a motion

00:57:31.360 --> 00:57:33.679
for relief from the automatic stay. We would

00:57:33.679 --> 00:57:35.929
of course oppose those motions. We believe we'd

00:57:35.929 --> 00:57:37.769
defeat them, but those aren't the motions you

00:57:37.769 --> 00:57:40.190
have here. What you have before you, Your Honor,

00:57:40.630 --> 00:57:42.989
are clear and continuing violations of the automatic

00:57:42.989 --> 00:57:45.369
stay, and the law is clear. Parties don't get

00:57:45.369 --> 00:57:47.429
the flout to stay just because they hope they

00:57:47.429 --> 00:57:49.510
might have a basis to challenge the case later,

00:57:49.769 --> 00:57:51.610
or because they hope the facts might change.

00:57:53.929 --> 00:57:55.829
And if Mr. Albor wants to continue to litigate

00:57:55.829 --> 00:57:59.909
this in Mexico, he does so at his own risk. Because

00:57:59.909 --> 00:58:02.849
the Mexican courts have said the March 20th resolutions

00:58:02.849 --> 00:58:05.289
shall be valid. presumed to be issued in accordance

00:58:05.289 --> 00:58:08.250
with the law and must be observed until a judgment

00:58:08.250 --> 00:58:14.389
is rendered. Mr. Strom is in charge today. Do

00:58:14.389 --> 00:58:16.889
you have a form of order that you want me to

00:58:16.889 --> 00:58:20.530
enter? We do, Your Honor. If I may approach.

00:58:39.469 --> 00:58:43.349
Your Honor, I think this is a great time. You

00:58:43.349 --> 00:58:45.210
read my mind. I wanted to talk about what we

00:58:45.210 --> 00:58:47.210
believe the consequences should be to Mr. Alborne.

00:58:49.650 --> 00:58:51.429
So Your Honor, the Third Circuit in Atlantic

00:58:51.429 --> 00:58:53.869
Business and Community Corporation, and as Judge

00:58:53.869 --> 00:58:55.690
Goldblatt recently acknowledged in the Healthcare

00:58:55.690 --> 00:58:57.889
Real Estate Partners case, stated that Section

00:58:57.889 --> 00:59:01.230
362K is applicable to a corporate debtor. But

00:59:01.230 --> 00:59:03.710
even if it weren't, courts addressing state violations

00:59:03.710 --> 00:59:07.449
have found Section 105A to give broad power to

00:59:07.449 --> 00:59:09.530
any action that's necessary or appropriate to

00:59:09.530 --> 00:59:12.130
enforce rules or prevent an abuse of the process.

00:59:12.809 --> 00:59:16.429
Judge Dorsey discussed this in the NNN 400 case

00:59:16.429 --> 00:59:20.969
against 2019 Westlaw 507 .38 .44. The plain meaning

00:59:20.969 --> 00:59:24.090
of Section 105A encompasses any type of order,

00:59:24.510 --> 00:59:27.030
whether injunctive, compensative, or punitive,

00:59:27.429 --> 00:59:30.010
as long as it is necessary or appropriate to

00:59:30.010 --> 00:59:31.489
carry out the provisions of the Bank of Seattle

00:59:31.489 --> 00:59:33.780
Code. There is nothing in the bankruptcy code

00:59:33.780 --> 00:59:35.760
to indicate that compared to other remedies.

00:59:36.139 --> 00:59:39.039
Monetary relief under section 105 is particularly

00:59:39.039 --> 00:59:43.880
not necessary or appropriate. I've heard there's

00:59:43.880 --> 00:59:45.739
ample case law from the Atlantic business case

00:59:45.739 --> 00:59:48.360
on down that even a good faith belief by a party

00:59:48.360 --> 00:59:50.420
violating the automatic state that it had a right

00:59:50.420 --> 00:59:53.500
to do what it did is not relevant to the question

00:59:53.500 --> 00:59:58.519
of wilfulness of the violation. If you look at

00:59:58.519 --> 01:00:00.659
section 62H of the bankruptcy code, it provides

01:00:00.659 --> 01:00:02.920
an individual injured by any willful violation

01:00:02.920 --> 01:00:06.059
of the stay provided by the section shall recover

01:00:06.059 --> 01:00:08.280
actual damages, including costs and attorney's

01:00:08.280 --> 01:00:10.360
fees, and in appropriate circumstances, may recover

01:00:10.360 --> 01:00:13.639
punitive damages. It's a shall, not a may. And

01:00:13.639 --> 01:00:15.320
in fact, many cases in this circuit indicate

01:00:15.320 --> 01:00:18.059
that where willful violation of the stay is demonstrated,

01:00:18.679 --> 01:00:21.199
compensatory damages are mandatory. I point you

01:00:21.199 --> 01:00:23.360
to Judge Wismer's opinion in the Henry Malarkey

01:00:23.360 --> 01:00:28.119
case over in New Jersey, 81 BR 280. Again, whether

01:00:28.119 --> 01:00:31.309
your honor chooses to apply section 360. to H

01:00:31.309 --> 01:00:34.269
or K directly, or as Judge Dorsey directed in

01:00:34.269 --> 01:00:37.110
the NNN 400 case under 105A, there's certainly

01:00:37.110 --> 01:00:39.090
authority and precedent to award these types

01:00:39.090 --> 01:00:41.090
of damages where a stay violation is willful.

01:00:42.510 --> 01:00:44.769
And so what's willful mean in this context? The

01:00:44.769 --> 01:00:46.510
Third Circuit states a violation is willful when

01:00:46.510 --> 01:00:48.130
the creditor violates the stay with knowledge

01:00:48.130 --> 01:00:49.989
that the bankruptcy petition has been filed.

01:00:50.150 --> 01:00:52.710
Again, back to my very simple list of three facts.

01:00:53.849 --> 01:00:56.590
I point you to University Medical Center, 973F,

01:00:56.650 --> 01:01:02.239
2nd, 1065, Lansdale Family Restaurants. And Your

01:01:02.239 --> 01:01:03.820
Honor, we believe the facts show the violations

01:01:03.820 --> 01:01:05.659
were willful under any meaning of that term.

01:01:05.940 --> 01:01:08.079
Mr. Albor clearly was and has been aware of the

01:01:08.079 --> 01:01:10.119
bankruptcy filings in the stay. He simply believes

01:01:10.119 --> 01:01:11.960
that he shouldn't be compelled to abide by them

01:01:11.960 --> 01:01:13.639
because he believes he will be successful in

01:01:13.639 --> 01:01:16.840
future litigation. And that's not a basis upon

01:01:16.840 --> 01:01:18.519
which the party can ignore the automatic stay.

01:01:18.780 --> 01:01:20.460
If it were, it would gut the purpose and effect

01:01:20.460 --> 01:01:22.760
of the stay, frankly any court order. It would

01:01:22.760 --> 01:01:25.239
give a non -debtor carte blanche to exercise

01:01:25.239 --> 01:01:28.000
all sorts of extrajudicial self -help. It's not

01:01:28.000 --> 01:01:30.219
supported by case law. One last case I think

01:01:30.219 --> 01:01:32.219
on this point that I think is useful is the Harley

01:01:32.219 --> 01:01:35.559
-Davidson case, Harley -Davidson v. Morris, 19F

01:01:35.559 --> 01:01:39.079
3rd, 142. This is from the 3rd Circuit. The defendant

01:01:39.079 --> 01:01:41.440
had believed that he had received consent to

01:01:41.440 --> 01:01:43.659
take certain actions and therefore was not willingly

01:01:43.659 --> 01:01:46.019
violating a court order based on his good faith

01:01:46.019 --> 01:01:48.380
belief in the legality of his actions. The court

01:01:48.380 --> 01:01:50.340
held that despite the defendant's good faith

01:01:50.340 --> 01:01:56.039
intentions, the defendant was in contempt. So

01:01:56.039 --> 01:01:58.260
willfulness does not require... the creditor

01:01:58.260 --> 01:02:00.699
intended to violate the automatic state provision,

01:02:00.980 --> 01:02:02.519
nor does it require that the debtor knew his

01:02:02.519 --> 01:02:04.239
violations were unlawful. It simply requires

01:02:04.239 --> 01:02:07.219
that the acts which violate the state be intentional.

01:02:07.900 --> 01:02:09.599
And whether or not there was a good faith belief

01:02:09.599 --> 01:02:11.639
that the party had the right to do what it did

01:02:11.639 --> 01:02:13.679
is not relevant to whether the act was willful.

01:02:13.739 --> 01:02:15.679
And again, that's from the Third Circuit's opinion

01:02:15.679 --> 01:02:18.400
in Atlantic. But here again, we were rejected

01:02:18.400 --> 01:02:20.199
suggestion that Mr. Albor is operating under

01:02:20.199 --> 01:02:22.280
a good faith belief that his self -help actions

01:02:22.280 --> 01:02:27.320
are legal. And so we believe based upon this,

01:02:27.659 --> 01:02:29.699
Even if Mr. Albor believes in the heart of his

01:02:29.699 --> 01:02:32.420
hearts that he's justified in his conduct, Your

01:02:32.420 --> 01:02:34.980
Honor can and must impose a sanction. And so

01:02:34.980 --> 01:02:38.900
I'll turn to the proposed order. Paragraph two

01:02:38.900 --> 01:02:41.860
would find and conclude that there is a violation

01:02:41.860 --> 01:02:44.699
of the automatic stay and the turnover order.

01:02:46.000 --> 01:02:49.139
That those violations are willful and require

01:02:49.139 --> 01:02:54.300
the imposition of actual damages. We also request

01:02:54.300 --> 01:02:57.000
the imposition of coercive sanctions. as necessary

01:02:57.000 --> 01:02:58.920
to compel the cessation of these violations.

01:03:01.139 --> 01:03:05.099
So, Your Honor, we ask in paragraph three that

01:03:05.099 --> 01:03:07.260
he be declared in contempt of the court for having

01:03:07.260 --> 01:03:09.059
rulefully violated the stay in the term and over

01:03:09.059 --> 01:03:12.360
order. We would ask that there be a deadline.

01:03:15.400 --> 01:03:18.480
We've checked in. We haven't checked in with

01:03:18.480 --> 01:03:21.019
chambers yet, but we would ask for a date this

01:03:21.019 --> 01:03:24.400
week to confirm that he has taken the various

01:03:24.400 --> 01:03:32.389
actions. to dismiss any actions on his – on behalf

01:03:32.389 --> 01:03:37.449
– purportedly on behalf of the debtors to confirm

01:03:37.449 --> 01:03:40.030
in written – in written communications to the

01:03:40.030 --> 01:03:43.690
banks and the others located in Mexico that the

01:03:43.690 --> 01:03:46.969
CRO and the designees are authorized to act on

01:03:46.969 --> 01:03:49.090
behalf of the debtors with respect to the banking

01:03:49.090 --> 01:03:51.030
relationship. That's the point Mr. Brady made

01:03:51.030 --> 01:03:54.210
at the beginning of the day. To permit the CRO

01:03:54.210 --> 01:03:57.460
and others that he may designate – access to

01:03:57.460 --> 01:04:00.880
the headquarters and the records that are included

01:04:00.880 --> 01:04:05.820
in the headquarters building, to email, in a

01:04:05.820 --> 01:04:08.340
form acceptable to the CRO, all of the employees

01:04:08.340 --> 01:04:10.039
of the debtors and their subsidiaries informing

01:04:10.039 --> 01:04:12.079
them that they are to cooperate and take direction

01:04:12.079 --> 01:04:16.739
from the CRO and the CRO's designees, to send

01:04:16.739 --> 01:04:19.739
similar communications to the vendor suppliers,

01:04:20.639 --> 01:04:23.900
vendors and other business partners, and to provide

01:04:23.900 --> 01:04:31.010
all the necessary and the like for access to

01:04:31.010 --> 01:04:34.530
the electronic records at the headquarters. Is

01:04:34.530 --> 01:04:41.550
there case authority for the proposition that

01:04:41.550 --> 01:04:49.570
I can impose these compliance measures? So Your

01:04:49.570 --> 01:04:52.670
Honor, we believe there is, and certainly there

01:04:52.670 --> 01:04:57.559
are cases that have sort of really tried to finally

01:04:57.559 --> 01:05:03.119
tune this distinction between the access to documents

01:05:03.119 --> 01:05:09.559
and records and documents that are in cases where

01:05:09.559 --> 01:05:14.260
it's more along the lines of a turnover of hard

01:05:14.260 --> 01:05:18.400
assets. This is not requesting hard assets. This

01:05:18.400 --> 01:05:21.300
is requesting access for the facilities. So I

01:05:21.300 --> 01:05:30.380
point to the Fisker case. 24 -11390, and it's

01:05:30.380 --> 01:05:34.000
docket number 580. I believe that that was an

01:05:34.000 --> 01:05:36.239
order that Judge Shannon entered. He was sitting

01:05:36.239 --> 01:05:40.119
in for Judge Horan at that hearing. The court

01:05:40.119 --> 01:05:46.699
there, Judge Shannon opted to grant the order

01:05:46.699 --> 01:05:51.500
authorizing obtaining control over property and

01:05:51.500 --> 01:05:54.159
ordered the party to cease interference with

01:05:54.159 --> 01:05:58.280
the debtor's property. Judge Shannon, because

01:05:58.280 --> 01:05:59.980
I think he wanted to leave all the fun stuff

01:05:59.980 --> 01:06:04.000
for Judge Horan perhaps, suggested that he was

01:06:04.000 --> 01:06:07.320
not going to enter the compensatory damages.

01:06:07.960 --> 01:06:10.039
I'm not worried about the compensatory damages.

01:06:10.260 --> 01:06:12.340
I'm looking at the mandatory injunctive relief.

01:06:12.559 --> 01:06:16.079
That's what I'm looking at. That I'd like some

01:06:16.079 --> 01:06:19.260
authority that says that I can order someone

01:06:19.260 --> 01:06:24.800
to do specific acts. And we believe, yeah, if

01:06:24.800 --> 01:06:28.719
you look at Biju's Alpha, that was Judge Dorsey.

01:06:31.679 --> 01:06:36.519
And where unfortunately the party had failed

01:06:36.519 --> 01:06:39.440
to provide information regarding the whereabouts

01:06:39.440 --> 01:06:43.159
of the company's assets, he directed them to

01:06:43.159 --> 01:06:46.059
provide information regarding the company's assets.

01:06:46.199 --> 01:06:48.300
Now I don't believe that they actually complied

01:06:48.300 --> 01:06:50.420
with that, but that was the order from Judge

01:06:50.420 --> 01:06:52.719
Dorsey. Okay, this is different than that. This

01:06:52.719 --> 01:06:55.820
is instructing him to move to dismiss litigation,

01:06:56.480 --> 01:06:58.940
to countersign written communications to banking

01:06:58.940 --> 01:07:06.380
and other financial institutions. Permitting

01:07:06.380 --> 01:07:08.860
access to the headquarters, that may be something

01:07:08.860 --> 01:07:12.860
I consider more within my daily work. But how

01:07:12.860 --> 01:07:17.960
about these other mandatory injunctive? Well,

01:07:18.039 --> 01:07:20.880
Your Honor, I guess I understand your suggestion

01:07:20.880 --> 01:07:23.440
that these are These are injunctive, but again

01:07:23.440 --> 01:07:28.280
to me these are simply the necessary steps to

01:07:28.280 --> 01:07:32.280
provide access and control over these assets

01:07:32.280 --> 01:07:35.760
and to the extent that the violation that you

01:07:35.760 --> 01:07:39.179
find which I think you can is that That there

01:07:39.179 --> 01:07:43.059
has been an action to prevent the debtors from

01:07:43.059 --> 01:07:46.099
having Communications with the employees with

01:07:46.099 --> 01:07:49.099
the vendors and others we believe it's completely

01:07:49.099 --> 01:07:52.079
appropriate for your honor to say Those are violations.

01:07:52.219 --> 01:07:55.599
And in order to be in compliance with the automatic

01:07:55.599 --> 01:07:57.599
stay, here are the steps that you should take.

01:07:57.800 --> 01:08:02.300
Now, if he doesn't take those, then he's in continuing

01:08:02.300 --> 01:08:04.480
violation of the stay. But what we're asking

01:08:04.480 --> 01:08:06.820
for here, Your Honor, is these are the steps

01:08:06.820 --> 01:08:09.159
that he would need to take in order to be in

01:08:09.159 --> 01:08:11.559
compliance and not continuing to violate the

01:08:11.559 --> 01:08:21.569
automatic stay. He's already done what he's done.

01:08:21.829 --> 01:08:24.069
Mr. Albor has already taken the acts he's taken.

01:08:24.350 --> 01:08:27.310
They are either in violation, either they violated

01:08:27.310 --> 01:08:29.369
the stay at the time or they didn't, and we'll

01:08:29.369 --> 01:08:32.810
deal with that. But now you're suggesting, and

01:08:32.810 --> 01:08:36.850
I understand why, I'm sympathetic to it, but

01:08:36.850 --> 01:08:41.270
I'd like to know what authority I have to say

01:08:41.270 --> 01:08:46.210
to a particular person, you must take this action

01:08:46.210 --> 01:08:55.090
versus... If from today forward, Mr. Albor stopped

01:08:55.090 --> 01:08:59.489
everything he had been doing previously, okay,

01:09:00.050 --> 01:09:02.869
then presumably from today forward, he wouldn't

01:09:02.869 --> 01:09:06.729
be violating the automatic stay. But to order

01:09:06.729 --> 01:09:10.109
him to take certain actions, I need some authority.

01:09:10.470 --> 01:09:14.609
So I'll take one more crack at responding to

01:09:14.609 --> 01:09:16.630
maybe challenging the question and then I have

01:09:16.630 --> 01:09:19.470
another case I'd like to point you on to. Again.

01:09:19.840 --> 01:09:23.960
What we're saying is that the actions that he

01:09:23.960 --> 01:09:28.640
has taken, the failure to take any of these actions

01:09:28.640 --> 01:09:35.500
in A through F are continuing violations of the

01:09:35.500 --> 01:09:39.539
automatic stay. Now if he does these things,

01:09:39.600 --> 01:09:42.600
then he will no longer be in violation of the

01:09:42.600 --> 01:09:57.920
automatic stay. If... Well, okay, let's say if

01:09:57.920 --> 01:10:03.300
pre -bankruptcy, party files a lawsuit, but post

01:10:03.300 --> 01:10:05.960
-bankruptcy doesn't dismiss it, is that a violation

01:10:05.960 --> 01:10:09.699
of the state? That may not be it, and I think

01:10:09.699 --> 01:10:11.659
that, you know, Your Honor, this is where I would

01:10:11.659 --> 01:10:14.319
suggest that I do have a case for you to look

01:10:14.319 --> 01:10:18.079
at, and it's THD liquidating LLC. It's 2020 Westlaw

01:10:18.079 --> 01:10:23.699
681 -8442, and it was Judge Dorsey. 681 -8442.

01:10:23.819 --> 01:10:28.180
681 -8442. So, and I think this is exactly the

01:10:28.180 --> 01:10:30.319
sort of scenario that you're talking about. If

01:10:30.319 --> 01:10:33.699
there were just pre -petition litigation, and

01:10:33.699 --> 01:10:35.380
I think there are cases in the Third Circuit

01:10:35.380 --> 01:10:39.699
where parties have confiscated a vehicle, impounded

01:10:39.699 --> 01:10:45.699
a car. If there was just that action. And there

01:10:45.699 --> 01:10:50.220
were no further ongoing efforts to maintain possession

01:10:50.220 --> 01:10:52.659
or control. It's simply locked up somewhere.

01:10:53.420 --> 01:10:56.420
That might be a different situation. But as Judge

01:10:56.420 --> 01:11:02.779
Dorsey said in the THGL case, the defendants

01:11:02.779 --> 01:11:05.479
did not merely retain the same possession and

01:11:05.479 --> 01:11:07.119
control over the debtor's prepetition property.

01:11:07.239 --> 01:11:09.939
Rather, by withholding Payments for services

01:11:09.939 --> 01:11:12.340
performed post -petition. The defendants engaged

01:11:12.340 --> 01:11:14.720
in affirmative acts to exercise control over

01:11:14.720 --> 01:11:17.260
post -petition property of the estate in violation

01:11:17.260 --> 01:11:19.279
of the automatic stay. And we suggest that's

01:11:19.279 --> 01:11:21.439
exactly what's happening. Failure to pay a contract?

01:11:22.260 --> 01:11:25.319
Correct. I'm not sure I agree with that, but

01:11:25.319 --> 01:11:27.699
I'll take a look and pay. I'm not sure I agree

01:11:27.699 --> 01:11:29.460
with that position. They may have breached the

01:11:29.460 --> 01:11:31.180
contract, but I'm not sure it was a violation

01:11:31.180 --> 01:11:35.140
of the stay. Well, it was withholding and failing

01:11:35.140 --> 01:11:39.229
to make payments that were required. But again,

01:11:39.430 --> 01:11:41.750
the point is, this is not just a car being...

01:11:41.750 --> 01:11:44.609
Did he require the payment? Did he direct a mandatory

01:11:44.609 --> 01:11:46.550
injunction to direct the payment he made? He

01:11:46.550 --> 01:11:49.609
did, Your Honor. And again, this is not, as I

01:11:49.609 --> 01:11:52.409
mentioned, just simply a car being locked up.

01:11:52.590 --> 01:11:55.670
I understand the concern, but this is what I

01:11:55.670 --> 01:11:59.130
said last week was I need to know specific authority

01:11:59.130 --> 01:12:02.310
if you want me to grant certain relief. And I

01:12:02.310 --> 01:12:04.710
think there's a difference. I pulled out the

01:12:04.710 --> 01:12:07.229
same case you did, the basic third circuit case.

01:12:07.529 --> 01:12:09.989
Atlantic Business and Community Corp. I've read

01:12:09.989 --> 01:12:12.470
that. I think it's actually very applicable to

01:12:12.470 --> 01:12:18.350
this case. And I certainly think from that, there

01:12:18.350 --> 01:12:22.189
is a point in time when you can find someone

01:12:22.189 --> 01:12:25.210
in contempt and you can find them. That's fine.

01:12:25.369 --> 01:12:29.470
This case says nothing about, for example, I

01:12:29.470 --> 01:12:36.380
don't think it does, require the... the landlord

01:12:36.380 --> 01:12:39.819
to let the tenant back in. So that's what I'm

01:12:39.819 --> 01:12:42.779
looking for. I make him sign a piece of paper.

01:12:44.020 --> 01:12:46.300
Where's the authority that says I can do that?

01:12:46.619 --> 01:12:50.079
Well, I would say it again. I think it's throughout

01:12:50.079 --> 01:12:52.460
Section 105 and elsewhere. Again, this is to

01:12:52.460 --> 01:12:56.560
win compliance with the automatic stay. The actions

01:12:56.560 --> 01:12:58.899
he's taking, the actions he's continuing to take,

01:12:59.039 --> 01:13:01.359
constitute ongoing violations of the automatic

01:13:01.359 --> 01:13:03.619
stay. And what I suggest, Your Honor, the intent

01:13:03.619 --> 01:13:06.149
of the order here is to say, These are the things

01:13:06.149 --> 01:13:09.329
that are continuing that, if they continue further,

01:13:10.390 --> 01:13:12.810
will constitute ongoing stay hours. I'm not sure

01:13:12.810 --> 01:13:15.810
the order says that. That might be a better order,

01:13:16.069 --> 01:13:19.630
okay? That might be a better order. This doesn't

01:13:19.630 --> 01:13:22.270
say that. Okay, well, so Your Honor, we're happy

01:13:22.270 --> 01:13:26.390
to take a closer look at that, but essentially,

01:13:26.590 --> 01:13:29.390
that's the goal here. The goal is to identify

01:13:29.390 --> 01:13:32.329
that a violation of the automatic stay has occurred.

01:13:32.670 --> 01:13:34.789
that there are certain steps that should and

01:13:34.789 --> 01:13:39.050
could be taken to no longer be in violation of

01:13:39.050 --> 01:13:42.510
the automatic stay. And that's an important fact

01:13:42.510 --> 01:13:44.369
for us to all figure out how are we going to

01:13:44.369 --> 01:13:48.829
move forward. And for Mr. Albor to no longer

01:13:48.829 --> 01:13:53.010
be in violation of the automatic stay. So your

01:13:53.010 --> 01:13:54.930
point is taken. We'll take a look at the order,

01:13:55.130 --> 01:13:57.529
and we'll consider if there's some language that

01:13:57.529 --> 01:14:02.460
we can be helpful in crafting. that concept into

01:14:02.460 --> 01:14:04.699
it, but essentially that's what we're suggesting

01:14:04.699 --> 01:14:08.159
is today there are violations, tomorrow there

01:14:08.159 --> 01:14:11.199
will be violations unless or until these steps

01:14:11.199 --> 01:14:15.640
are remedied and Mr. Albor should remedy these

01:14:15.640 --> 01:14:18.100
in order to no longer be in violation of the

01:14:18.100 --> 01:14:21.079
automatic stay in your order. That's the goal

01:14:21.079 --> 01:14:32.220
of the order, Your Honor. Your honor, with that,

01:14:32.720 --> 01:14:36.840
I believe that Mr. Keenan has some comments in

01:14:36.840 --> 01:14:57.319
further support of the motion. Good morning,

01:14:57.380 --> 01:14:59.920
your honor. Paul Keenan from Baker McKenzie.

01:15:00.779 --> 01:15:04.279
for the firstly note holders who are the Prudential

01:15:04.279 --> 01:15:06.880
Insurance Company of America, Prudential Legacy

01:15:06.880 --> 01:15:10.260
Insurance Company of New Jersey, and Cigna Health

01:15:10.260 --> 01:15:13.659
and Life Insurance Company. With me in the courtroom

01:15:13.659 --> 01:15:16.859
today is our local council, Scott Cousins from

01:15:16.859 --> 01:15:20.180
Louis -Brisbois. And I'd also like to take a

01:15:20.180 --> 01:15:22.380
moment to introduce a few folks who are appearing

01:15:22.380 --> 01:15:24.819
virtually, but they're all with us in the courtroom

01:15:24.819 --> 01:15:31.399
a few weeks ago. That is Paul Prosic, who's the

01:15:31.399 --> 01:15:34.699
managing director of PGIM Private Capital. PGIM

01:15:34.699 --> 01:15:38.779
is the private investment arm of Prudential.

01:15:39.640 --> 01:15:41.979
Stephanie Burbrow Greer, who's the vice president

01:15:41.979 --> 01:15:44.600
and corporate counsel of PGIM Private Capital.

01:15:46.140 --> 01:15:48.939
Leonard Maslisch, who's the head of fixed income

01:15:48.939 --> 01:15:51.039
investments for Cigna Investment Management.

01:15:52.640 --> 01:15:55.760
Michael Brown, who is senior counsel for Cigna

01:15:55.760 --> 01:16:00.140
Investments. Sarah Semper. who is vice president

01:16:00.140 --> 01:16:04.079
for Pigeon Private Capital. Also with us virtually

01:16:04.079 --> 01:16:07.279
is Alfonso Cortez Fernandez, who's the chair

01:16:07.279 --> 01:16:10.000
of the litigation practice for Baker -Mackenzie

01:16:10.000 --> 01:16:13.439
in Mexico. And also virtually from Baker -Mackenzie

01:16:13.439 --> 01:16:17.119
US is John Dodd, Blair Conn virtually, and in

01:16:17.119 --> 01:16:19.420
the courtroom with us today is Graham Strike.

01:16:20.760 --> 01:16:24.439
Your Honor, I'd like to take a few moments. We've

01:16:24.439 --> 01:16:28.039
heard a lot from both the debtors and also from

01:16:28.039 --> 01:16:31.100
Mr. Albor's Council. But I think it's important

01:16:31.100 --> 01:16:34.300
to note that there is a first lien secured lender

01:16:34.300 --> 01:16:37.920
in this case who has all of these assets as their

01:16:37.920 --> 01:16:42.640
collateral. And I'd like to explain briefly their

01:16:42.640 --> 01:16:46.039
point of view and how they view this whole situation,

01:16:46.199 --> 01:16:48.560
how quite frankly it's affecting them, but all

01:16:48.560 --> 01:16:52.560
the creditors in this case. First, the first

01:16:52.560 --> 01:16:55.060
lien note holders are strongly supportive of

01:16:55.060 --> 01:16:57.439
the motions filed by the debtors relief they're

01:16:57.439 --> 01:17:00.520
seeking from the court today, and I can later

01:17:00.520 --> 01:17:02.640
on try and answer some of the questions that

01:17:02.640 --> 01:17:04.539
the court had about the terms of the order and

01:17:04.539 --> 01:17:07.680
how we might modify it. And I certainly don't

01:17:07.680 --> 01:17:10.079
plan to restate all the arguments made by debtors

01:17:10.079 --> 01:17:13.060
council today regarding the specifics on the

01:17:13.060 --> 01:17:15.319
numerous state violations, but I do want to take

01:17:15.319 --> 01:17:18.220
some time to provide the court with perspective

01:17:18.220 --> 01:17:20.979
in the context from the view of the firstly note

01:17:20.979 --> 01:17:24.600
holders on the very unfortunate situation that

01:17:24.600 --> 01:17:31.789
is before the court today. already said, pumps

01:17:31.789 --> 01:17:34.789
don't fail overnight, tanks don't leak overnight,

01:17:35.670 --> 01:17:38.109
concrete doesn't crumble overnight. Those things

01:17:38.109 --> 01:17:43.750
take years for them to come to pass. So Your

01:17:43.750 --> 01:17:45.390
Honor, what I'd like to do is just give a very

01:17:45.390 --> 01:17:47.250
brief history of the secured loan, the status

01:17:47.250 --> 01:17:50.189
of it, followed by a quick explanation of the

01:17:50.189 --> 01:17:52.329
structure of the security, because it may not

01:17:52.329 --> 01:17:54.229
be so familiar with the court, because it is

01:17:54.229 --> 01:17:58.609
heavily based on Mexican law. The firstly, noteholders

01:17:58.609 --> 01:18:03.529
first loaned $100 million to the in 2019. In

01:18:03.529 --> 01:18:06.350
2020, when the debtors were in financial distress

01:18:06.350 --> 01:18:09.229
due to the global pandemic, the firstly note

01:18:09.229 --> 01:18:12.170
holders were very accommodating and cooperated

01:18:12.170 --> 01:18:14.550
with Mr. Albor and the Dolphin Group to loan

01:18:14.550 --> 01:18:18.729
an additional $7 .5 million. They also agreed

01:18:18.729 --> 01:18:21.970
to amend the loan covenants and other terms to

01:18:21.970 --> 01:18:25.189
assist the debtors through the pandemic. The

01:18:25.189 --> 01:18:27.550
total amount outstanding has grown to nearly

01:18:27.550 --> 01:18:35.220
$120 million. principal interest plus the extraordinary

01:18:35.220 --> 01:18:38.819
amount of pre -petition and post -petition fees

01:18:38.819 --> 01:18:42.319
and expenses that are being caused solely by

01:18:42.319 --> 01:18:46.020
the actions of Mr. Albor, all of which are being

01:18:46.020 --> 01:18:49.119
paid through the interim dip loan and continue

01:18:49.119 --> 01:18:52.399
to recruit to this day. And quite frankly, the

01:18:52.399 --> 01:18:55.279
interim dip loan is virtually exhausted at this

01:18:55.279 --> 01:18:59.819
point. In 2022, the Dolphin Group took on second

01:18:59.819 --> 01:19:06.529
lien debt. All told, the debtors have more than

01:19:06.529 --> 01:19:10.649
$225 million in funded, secured indebtedness

01:19:10.649 --> 01:19:14.350
from just those two sources, the first and second

01:19:14.350 --> 01:19:18.510
lien debt. This $225 million figure does not

01:19:18.510 --> 01:19:22.449
even include the many bilateral loans taken on

01:19:22.449 --> 01:19:24.829
by the debtors over the years with local banks

01:19:24.829 --> 01:19:28.810
in various countries. Now the first lien note

01:19:28.810 --> 01:19:31.010
purchase agreement is denominated in dollars.

01:19:31.600 --> 01:19:34.060
And for that, for other reasons, the no -purchase

01:19:34.060 --> 01:19:36.119
agreement itself is governed by New York law.

01:19:37.479 --> 01:19:40.060
The first lien debt is secured by substantially

01:19:40.060 --> 01:19:43.159
all the assets of the debtors and those of many

01:19:43.159 --> 01:19:46.260
of their non -debtor affiliates, many of which

01:19:46.260 --> 01:19:49.239
will soon become debtors, and which are located

01:19:49.239 --> 01:19:52.840
in the Mexico, United States, Italy, and throughout

01:19:52.840 --> 01:19:56.500
the Caribbean. On the other hand, unlike the

01:19:56.500 --> 01:20:00.159
MPA, the security documents are naturally governed

01:20:00.159 --> 01:20:02.840
by the law. laws of the jurisdiction where the

01:20:02.840 --> 01:20:07.899
assets are located. In particular, what's germane

01:20:07.899 --> 01:20:10.539
to the hearing today is that all the assets located

01:20:10.539 --> 01:20:14.479
in Mexico have been pledged or placed in a collateral

01:20:14.479 --> 01:20:17.720
trust for the benefit of the secured lenders,

01:20:17.979 --> 01:20:20.039
which is a very common structure for securing

01:20:20.039 --> 01:20:24.140
a loan backed by assets in Mexico. The pledges,

01:20:24.380 --> 01:20:26.399
collateral trust, and related documents are all

01:20:26.399 --> 01:20:28.819
in Spanish and governed by the laws of Mexico.

01:20:29.710 --> 01:20:32.229
the laws of the United States, and have been

01:20:32.229 --> 01:20:34.930
duly registered in the appropriate public registry,

01:20:35.729 --> 01:20:38.069
which is similar to a secure transaction registry

01:20:38.069 --> 01:20:42.609
in the United States. Now, in Mr. Albor's reply

01:20:42.609 --> 01:20:46.909
or his verified statement, as well as in the

01:20:46.909 --> 01:20:50.750
declaration from his Mexican law witness, Mr.

01:20:50.829 --> 01:20:53.829
Albor argues repeatedly that corporate governance

01:20:53.829 --> 01:20:56.130
changes of entities organized under the laws

01:20:56.130 --> 01:20:59.010
of Mexico cannot be made through loan documents

01:20:59.010 --> 01:21:02.189
that are governed by New York law. But even if

01:21:02.189 --> 01:21:04.350
this proposition were true as a matter of Mexican

01:21:04.350 --> 01:21:07.489
law, it's irrelevant because the relevant security

01:21:07.489 --> 01:21:10.289
documents are in fact written in Spanish and

01:21:10.289 --> 01:21:13.770
governed by Mexican law. Just as one example,

01:21:14.189 --> 01:21:16.149
while some of the collateral of Mexico is secured

01:21:16.149 --> 01:21:19.270
by a pledge governed by Mexican law, the real

01:21:19.270 --> 01:21:21.710
estate and the equity in the subsidiaries are

01:21:21.710 --> 01:21:24.470
in a collateral trust that is governed by the

01:21:24.470 --> 01:21:29.029
laws of Mexico. The collateral trustee is a financial

01:21:29.029 --> 01:21:32.750
institution authorized by Mexican law to act

01:21:32.750 --> 01:21:36.430
as a trustee. In this case, the collateral trustee

01:21:36.430 --> 01:21:41.050
is Cibanco, C -I -B -A -N -C -O, which is one

01:21:41.050 --> 01:21:44.770
of the largest banks in Mexico. Under this loan

01:21:44.770 --> 01:21:47.090
structure, the collateral trustee holds legal

01:21:47.090 --> 01:21:50.810
title to the assets placed in the trust and is

01:21:50.810 --> 01:21:53.170
responsible for managing the assets in accordance

01:21:53.170 --> 01:21:57.390
with the trust terms. Mexican law requires trustees

01:21:57.390 --> 01:21:59.890
to act in the best interests of the trust and

01:21:59.890 --> 01:22:02.529
the beneficiaries, which in this case are the

01:22:02.529 --> 01:22:06.250
first lien total. There are countless loans made

01:22:06.250 --> 01:22:08.449
to borrowers in Mexico using this structure.

01:22:10.289 --> 01:22:12.250
Now under the terms of the collateral trust in

01:22:12.250 --> 01:22:15.250
this case, the borrower can use the assets in

01:22:15.250 --> 01:22:17.949
the ordinary course of business, but when there's

01:22:17.949 --> 01:22:21.430
an event to default, the collateral trustee will

01:22:21.430 --> 01:22:23.710
take direction from the beneficiaries of the

01:22:23.710 --> 01:22:29.159
trust. One of the many reasons for using a collateral

01:22:29.159 --> 01:22:32.300
trust governed by Mexican law, with a Mexican

01:22:32.300 --> 01:22:35.779
bank as a collateral trustee, is that the assets

01:22:35.779 --> 01:22:38.460
placed in the trust will be bankruptcy remote,

01:22:38.939 --> 01:22:41.500
as we would put it in the U .S., under Mexican

01:22:41.500 --> 01:22:45.500
bankruptcy law. Now, on the issue of bankruptcy

01:22:45.500 --> 01:22:48.239
remoteness and the equity interests, it is held

01:22:48.239 --> 01:22:50.920
by controlador and often, because a lot of this

01:22:50.920 --> 01:23:08.520
dispute really centers around... So, the issue

01:23:08.520 --> 01:23:11.159
of bankruptcy remoteness and the equity interests

01:23:11.159 --> 01:23:14.000
in and held by Comptroller Dolphin that are held

01:23:14.000 --> 01:23:17.659
in the Collateral Trust. This court heard testimony

01:23:17.659 --> 01:23:21.739
from a former Supreme Court Justice of Mexico

01:23:21.739 --> 01:23:26.399
who testified in court and filed a declaration

01:23:26.399 --> 01:23:29.399
as to the following basic principles of Mexican

01:23:29.399 --> 01:23:34.319
law. First, the Justice explained that the assets

01:23:34.319 --> 01:23:36.899
in the Collateral Trust are not part of the bankruptcy

01:23:36.899 --> 01:23:39.239
estate. in the event of a concourse American

01:23:39.239 --> 01:23:43.899
deal as a matter of Mexican bankruptcy law. And

01:23:43.899 --> 01:23:46.619
the Supreme Court Justice also testified when

01:23:46.619 --> 01:23:49.380
asked in this court that she personally reviewed

01:23:49.380 --> 01:23:51.920
the collateral trust documents in reaching that

01:23:51.920 --> 01:23:56.439
conclusion. Second, we heard the Supreme Court

01:23:56.439 --> 01:24:00.180
Justice testify conclusively under cross -examination

01:24:00.180 --> 01:24:02.939
that the assets in the collateral trust here,

01:24:03.539 --> 01:24:05.939
which include the equity interests held in control

01:24:05.939 --> 01:24:09.319
at Oro Dolphin, in its subsidiaries were not

01:24:09.319 --> 01:24:11.819
part of the concursive mercantile bankruptcy

01:24:11.819 --> 01:24:16.880
estate. Third, the justice testified that the

01:24:16.880 --> 01:24:19.479
proper interpretation of the precautionary measures

01:24:19.479 --> 01:24:23.399
of provisional stay issued by the Mexican Bankruptcy

01:24:23.399 --> 01:24:25.600
Court during the concursive mercantile is that

01:24:25.600 --> 01:24:29.439
it did not operate as a stay of any actions against

01:24:29.439 --> 01:24:33.020
the equity assets in the collateral trust. And

01:24:33.020 --> 01:24:35.380
as an aside, among the exhibits that were presented

01:24:35.380 --> 01:24:38.920
to the court, attorneys for the company and attorneys

01:24:38.920 --> 01:24:44.020
from Mr. Albor repeatedly sent letters to Wilmington

01:24:44.020 --> 01:24:48.960
Trust indicating that if they were to take actions

01:24:48.960 --> 01:24:51.439
with respect to any assets in the trust, they'd

01:24:51.439 --> 01:24:54.680
be violating Mexican law. And quite frankly,

01:24:54.760 --> 01:24:56.939
it was those letters that caused Wilmington Trust

01:24:56.939 --> 01:25:00.159
to resign and for us to work, quite frankly,

01:25:00.399 --> 01:25:07.359
in overtime to find a successor trustee. So fourth,

01:25:07.619 --> 01:25:10.420
the justice also testified that the March 28th

01:25:10.420 --> 01:25:12.680
corporate governance changes are still effective.

01:25:14.279 --> 01:25:16.520
So regardless of whether the bankruptcy court

01:25:16.520 --> 01:25:19.340
injection stayed the corporate governance changes,

01:25:20.539 --> 01:25:22.840
the terms of the order issued by the Mexican

01:25:22.840 --> 01:25:24.899
Bankruptcy Court dismissing the concourse of

01:25:24.899 --> 01:25:27.119
mercantile made it pretty clear in the English

01:25:27.119 --> 01:25:30.560
translation that the precautionary measures or

01:25:30.560 --> 01:25:33.260
the provisional stays, I would call it, did not

01:25:33.260 --> 01:25:36.140
disturb the March 28th governance changes in

01:25:36.140 --> 01:25:40.689
any way. So, with respect to the concursive mercantile,

01:25:40.890 --> 01:25:43.989
in summary, Your Honor, the now -dismissed concursive

01:25:43.989 --> 01:25:47.529
mercantile did not state any actions with respect

01:25:47.529 --> 01:25:50.189
to the equity and the collateral trust that are

01:25:50.189 --> 01:25:53.090
outside the bankruptcy case, and the Supreme

01:25:53.090 --> 01:25:55.970
Court just has testified to this, and this is

01:25:55.970 --> 01:25:58.989
even evident just from a plain reading of the

01:25:58.989 --> 01:26:02.630
order from the concursive mercantile. But in

01:26:02.630 --> 01:26:05.149
addition to the refusable by the Mexican Bankruptcy

01:26:05.149 --> 01:26:07.439
Court, interfere with the administration of the

01:26:07.439 --> 01:26:10.939
trust. On top of that, a state and a federal

01:26:10.939 --> 01:26:14.039
court have also endorsed injunctions against

01:26:14.039 --> 01:26:17.560
Mr. Alvore that actually prevent him from interfering

01:26:17.560 --> 01:26:21.100
with the Mexican debtors, whose equity and other

01:26:21.100 --> 01:26:24.199
assets are pledged in the trust. And these other

01:26:24.199 --> 01:26:28.579
orders in no way prevent him from complying with

01:26:28.579 --> 01:26:32.359
the Chapter 11 worldwide automatic stay. In fact,

01:26:32.970 --> 01:26:34.989
The whole reason why the debtors sought these

01:26:34.989 --> 01:26:37.850
injunctions in the first place is that they're

01:26:37.850 --> 01:26:41.550
entirely consistent with the worldwide automatic

01:26:41.550 --> 01:26:45.109
stay of the Chapter 11. If you will, it was an

01:26:45.109 --> 01:26:49.050
attempt to domesticate the Chapter 11 automatic

01:26:49.050 --> 01:26:53.649
stay in Mexico by getting a host of injunctions

01:26:53.649 --> 01:26:56.970
against Mr. Albor that would be consistent with

01:26:56.970 --> 01:26:58.949
the automatic stay of the administration of the

01:26:58.949 --> 01:27:03.489
bankruptcy estates. With respect to the state

01:27:03.489 --> 01:27:06.949
and federal courts in Mexico, the other argument

01:27:06.949 --> 01:27:11.609
that's made repeatedly by Mr. Albor is that the

01:27:11.609 --> 01:27:14.369
corporate governance issues should only be decided

01:27:14.369 --> 01:27:17.630
by the courts in Mexico as a matter of international

01:27:17.630 --> 01:27:21.189
comity, and that those governance matters remain

01:27:21.189 --> 01:27:24.569
unsolved. So let's look at the first part of

01:27:24.569 --> 01:27:27.050
that argument, that a U .S. bankruptcy court

01:27:27.050 --> 01:27:30.430
cannot make a finding of fact as to the application

01:27:30.430 --> 01:27:34.199
of foreign law. This is simply incorrect. U .S.

01:27:34.359 --> 01:27:36.899
bankruptcy courts routinely hear from experts

01:27:36.899 --> 01:27:40.180
on foreign law and subsequently make findings

01:27:40.180 --> 01:27:42.960
of fact based on that evidence. In fact, there's

01:27:42.960 --> 01:27:46.439
an entire rule, Federal Rule of Evidence 44 .1,

01:27:46.939 --> 01:27:49.939
that speaks to a U .S. court's authority to make

01:27:49.939 --> 01:27:52.520
a determination of foreign law, and that is the

01:27:52.520 --> 01:27:55.000
rule under which Justice Ramos' testimony was

01:27:55.000 --> 01:27:59.220
admitted. Now, even though it's clear that this

01:27:59.220 --> 01:28:02.630
court can make a finding on foreign law, Mr.

01:28:02.789 --> 01:28:06.909
Albor argues that adjudicatory comity requires

01:28:06.909 --> 01:28:10.590
this court to defer to the courts of Mexico on

01:28:10.590 --> 01:28:14.029
corporate governance issues in this case. So

01:28:14.029 --> 01:28:16.409
first and foremost, while international comity

01:28:16.409 --> 01:28:20.210
is an important concept in cross -border restructurings,

01:28:20.710 --> 01:28:24.109
comity does not override foundational provisions

01:28:24.109 --> 01:28:27.090
of the U .S. Bankruptcy Code, such as enforcement

01:28:27.090 --> 01:28:36.140
of the world wide... This court has exclusive

01:28:36.140 --> 01:28:39.720
jurisdiction of all property of the debtors wherever

01:28:39.720 --> 01:28:43.319
located, and this court tenant of the Bankruptcy

01:28:43.319 --> 01:28:46.140
Code is in no way derogated by the principles

01:28:46.140 --> 01:28:50.220
of international economy. Mr. Keenan, I don't

01:28:50.220 --> 01:28:53.000
think that the actual corporate governance issue

01:28:53.000 --> 01:28:57.100
has been put squarely in front of me. Am I wrong

01:28:57.100 --> 01:28:59.880
on that? Well, it hasn't by the debtors, but

01:28:59.880 --> 01:29:02.949
it has as a defense by Mr. Albor. right? Because

01:29:02.949 --> 01:29:05.829
when I read his reply, and I listened to a lot

01:29:05.829 --> 01:29:09.229
of the argument a few weeks ago, what he's basically

01:29:09.229 --> 01:29:13.369
saying is, is that I don't have to abide by the

01:29:13.369 --> 01:29:17.850
automatic stay because I am in the process of

01:29:17.850 --> 01:29:20.170
challenging the corporate governance of Mexico.

01:29:21.409 --> 01:29:24.630
But there's a real issue there, right? Because

01:29:24.630 --> 01:29:27.470
as Justice Ramos testified before this court,

01:29:29.199 --> 01:29:32.680
There's an April 4th state court order for Mexico

01:29:32.680 --> 01:29:35.840
from a court known as the 10th civil judge of

01:29:35.840 --> 01:29:40.779
written process, confirming the removal of the

01:29:40.779 --> 01:29:43.600
directors and officers, including Mr. Albor,

01:29:44.460 --> 01:29:47.840
confirming the appointment of Mr. Straub, and

01:29:47.840 --> 01:29:51.020
also issuing a litany of injunctions against

01:29:51.020 --> 01:29:53.979
Mr. Albor. And we heard the Supreme Court Justice

01:29:53.979 --> 01:29:57.170
testify that that is the law of the land. There

01:29:57.170 --> 01:29:59.590
was a second conflicting state court order from

01:29:59.590 --> 01:30:02.130
the state court, which the state court itself

01:30:02.130 --> 01:30:05.850
removed or dismissed, and which a federal court

01:30:05.850 --> 01:30:10.630
in Mexico City also said is not applicable. And

01:30:10.630 --> 01:30:13.489
so I think the great irony of this case, Your

01:30:13.489 --> 01:30:18.409
Honor, is that Mr. Albor's argument is, well,

01:30:18.510 --> 01:30:21.850
I don't have to abide by the automatic stay because

01:30:21.850 --> 01:30:24.369
I have these corporate governance rights in Mexico.

01:30:27.239 --> 01:30:29.819
courts in Mexico that have considered this issue.

01:30:30.199 --> 01:30:33.159
A bankruptcy court, a state court, and a federal

01:30:33.159 --> 01:30:35.960
court. And they've all been consistent the entire

01:30:35.960 --> 01:30:40.439
time. There is an injunction from a state court

01:30:40.439 --> 01:30:43.159
in Mexico that was sought by the debtors using

01:30:43.159 --> 01:30:47.039
local Mexican counsel that is very clear, and

01:30:47.039 --> 01:30:50.720
I would encourage the court to read that. It's

01:30:50.720 --> 01:30:54.109
in the Supreme Court Justice Declaration. At

01:30:54.109 --> 01:30:58.750
paragraphs, it's 160 -2 in the docket. Paragraph

01:30:58.750 --> 01:31:03.909
7 and 26 and 27. Those two pages of that April

01:31:03.909 --> 01:31:06.750
4th order are critical. It flat out states that

01:31:06.750 --> 01:31:09.350
Mr. Haboor and a number of other individuals

01:31:09.350 --> 01:31:13.229
are removed as directors and officers. It states

01:31:13.229 --> 01:31:17.010
that Mr. Strom is the independent director. And

01:31:17.010 --> 01:31:25.079
it states that Mr. Haboor shall not 12345. to

01:31:25.079 --> 01:31:27.560
say he's doing one, two, three, four, five. That

01:31:27.560 --> 01:31:29.920
could be a remedy here, too. Absolutely. But

01:31:29.920 --> 01:31:34.479
in terms of mandatory, get him to stop, make

01:31:34.479 --> 01:31:37.579
him sign something, isn't it that court could

01:31:37.579 --> 01:31:39.260
really get that to happen? Absolutely. And it's

01:31:39.260 --> 01:31:41.600
my understanding that's in process. Absolutely.

01:31:42.199 --> 01:31:44.960
See, the way I look at a court, Your Honor, is,

01:31:44.960 --> 01:31:46.859
and this is coming from somebody, most of my

01:31:46.859 --> 01:31:49.800
practice in the last 25 years has been cross

01:31:49.800 --> 01:31:51.920
-border restructurings, primarily in Latin America.

01:31:52.619 --> 01:31:56.479
And the idea is this, is that Chapter 11 is a

01:31:56.479 --> 01:31:59.000
wonderful tool because you have, as I mentioned

01:31:59.000 --> 01:32:03.319
before, 1334E, where property of the estate includes

01:32:03.319 --> 01:32:05.699
all the assets of the debtors wherever located,

01:32:05.899 --> 01:32:08.420
number one. Number two, we have this wonderful

01:32:08.420 --> 01:32:11.479
door in the sense that we have an open door policy

01:32:11.479 --> 01:32:13.720
to foreign debtors. You can file here as long

01:32:13.720 --> 01:32:16.199
as you meet the eligibility requirements. And

01:32:16.199 --> 01:32:18.460
even though your assets and liabilities are overseas,

01:32:18.619 --> 01:32:20.659
because you're part of this corporate group,

01:32:21.020 --> 01:32:23.340
that is filed in Delaware or New York or wherever

01:32:23.340 --> 01:32:26.699
it is, we're going to administer you as one bankruptcy

01:32:26.699 --> 01:32:30.579
estate, far more efficient than trying to administer

01:32:30.579 --> 01:32:33.300
one corporate group in three or four different

01:32:33.300 --> 01:32:36.619
jurisdictions. So we have these wonderful tools

01:32:36.619 --> 01:32:39.100
available to us in the United States, the automatic

01:32:39.100 --> 01:32:43.199
stay and the worldwide nature of it. Practically

01:32:43.199 --> 01:32:45.380
speaking though, trying to enforce the automatic

01:32:45.380 --> 01:32:47.579
stay in the foreign country is another thing.

01:32:49.269 --> 01:32:52.550
Some countries have adopted the model law, which

01:32:52.550 --> 01:32:55.170
we call Chapter 15, and kind of have a smooth

01:32:55.170 --> 01:32:58.890
path and a practice, if you will, of being able

01:32:58.890 --> 01:33:02.310
to enforce it there. Mexico, when they enacted

01:33:02.310 --> 01:33:05.270
Chapter 15, made some modifications that make

01:33:05.270 --> 01:33:08.689
it challenging to use Chapter 15. And that's

01:33:08.689 --> 01:33:11.909
why the debtors instead went for these civil

01:33:11.909 --> 01:33:14.430
court injunctions, if you will. When you read

01:33:14.430 --> 01:33:17.520
those injunctions from the April 4th order, They

01:33:17.520 --> 01:33:20.359
kind of read like an explanation of the automatic

01:33:20.359 --> 01:33:23.420
stay. And that was very, very intentional because

01:33:23.420 --> 01:33:27.560
we know that simply trying to enforce the automatic

01:33:27.560 --> 01:33:31.420
stay in Mexico is not always that easy, right?

01:33:32.159 --> 01:33:35.680
But here's the thing. This court absolutely has

01:33:35.680 --> 01:33:38.060
personal jurisdiction over Mr. Albor. I agree

01:33:38.060 --> 01:33:41.380
with that. And that's undisputed. Upon information

01:33:41.380 --> 01:33:44.220
and belief, Mr. Albor owns substantial property

01:33:44.220 --> 01:33:47.920
in the United States. And it is not uncommon

01:33:47.920 --> 01:33:52.300
at all for U .S. bankruptcy courts to use their

01:33:52.300 --> 01:33:55.119
power of contempt to enforce the automatic stay

01:33:55.119 --> 01:33:58.340
against someone who lives in another country,

01:33:58.659 --> 01:34:01.020
provided that they have personal jurisdiction

01:34:01.020 --> 01:34:03.239
over them. And then when it really has teeth

01:34:03.239 --> 01:34:06.239
is if they have contacts or assets in the United

01:34:06.239 --> 01:34:09.699
States. And so there is a way for this court

01:34:09.699 --> 01:34:13.460
to compel Mr. Al Gore to comply with the automatic

01:34:13.460 --> 01:34:16.600
stay, even though he's sitting in Mexico. Does

01:34:16.600 --> 01:34:18.899
that mean we're going to rely on this court entirely

01:34:18.899 --> 01:34:21.000
and not pursue rights and remedies in Mexico?

01:34:21.239 --> 01:34:22.859
Of course not. We're still going to pursue rights

01:34:22.859 --> 01:34:25.260
and remedies in Mexico, the debtors are. But

01:34:25.260 --> 01:34:28.760
it's part of the overall arsenal, if you will,

01:34:29.319 --> 01:34:32.539
to ensure compliance so that things that happened

01:34:32.539 --> 01:34:35.800
last week don't happen again. That's the problem.

01:34:36.539 --> 01:34:39.840
I mean, Your Honor, I'll deviate from, you know,

01:34:39.920 --> 01:34:44.239
my plan script a little bit, but I was shocked

01:34:44.239 --> 01:34:59.539
and I assume the court was as well. this morning

01:34:59.539 --> 01:35:04.880
was when Mr. Edwin Gonzalez is the one who operates

01:35:04.880 --> 01:35:09.039
the Panama City location. And for the last two

01:35:09.039 --> 01:35:12.539
months while we've been in Chapter 11, Mr. Edwin

01:35:12.539 --> 01:35:16.939
Gonzalez has been providing regular reports to

01:35:16.939 --> 01:35:20.899
the CDO located in Mexico and to Mr. Albor. And

01:35:20.899 --> 01:35:22.880
as you heard from Mr. Brady this morning, those

01:35:22.880 --> 01:35:31.180
reports were not shared with the debtors. Mr.

01:35:31.279 --> 01:35:33.039
Gonzalez is not communicating with the river

01:35:33.039 --> 01:35:36.079
on. Well, maybe it's because he received emails

01:35:36.079 --> 01:35:39.880
like the Olson's did. And I can guarantee you

01:35:39.880 --> 01:35:41.479
the debtors are going to start looking into that

01:35:41.479 --> 01:35:45.659
as well. There is a practice in a pattern here

01:35:45.659 --> 01:35:49.960
that is becoming very, very evident. And that's

01:35:49.960 --> 01:35:52.560
why we're here today. And that's why we're asking

01:35:52.560 --> 01:35:55.939
for quite frankly, extraordinary relief. I've

01:35:55.939 --> 01:35:58.140
had to ask for relief and stay violations before,

01:35:58.520 --> 01:36:00.840
never quite like this. your honor is correct

01:36:00.840 --> 01:36:02.600
to ask some of the questions about the order,

01:36:03.260 --> 01:36:05.720
whether or not it's really you have the authority

01:36:05.720 --> 01:36:08.100
to do all this. And I think we can modify the

01:36:08.100 --> 01:36:10.039
terms of the order in a way to accommodate those

01:36:10.039 --> 01:36:13.420
concerns. But while it is extraordinary relief

01:36:13.420 --> 01:36:16.180
that we're requesting, it's an extraordinary

01:36:16.180 --> 01:36:22.640
situation we're facing. We need to have this

01:36:22.640 --> 01:36:25.560
bankruptcy case get on sound footing or else

01:36:25.560 --> 01:36:27.619
I'm really concerned about the path forward.

01:36:28.100 --> 01:36:31.279
As I mentioned, the interim dip is almost exhausted,

01:36:32.340 --> 01:36:35.100
that the first petition lien lenders are working

01:36:35.100 --> 01:36:38.520
with the debtors on a renewed dip, whether it's

01:36:38.520 --> 01:36:42.300
on another interim basis or on a final basis.

01:36:59.899 --> 01:37:03.899
1600 employees, nearly 2 million visitors a year,

01:37:04.399 --> 01:37:09.220
12 parks, and there's $20 ,000 or $40 ,000 in

01:37:09.220 --> 01:37:13.840
the bank account? Where is the money going? Where

01:37:13.840 --> 01:37:18.579
is it going? We need to figure that out. We need

01:37:18.579 --> 01:37:22.140
to get the revenue from those parks funneled

01:37:22.140 --> 01:37:25.979
into this estate because otherwise we're asking

01:37:31.250 --> 01:37:35.510
Expenses of the parks in Mexico while what the

01:37:35.510 --> 01:37:39.170
revenue goes somewhere else it can't work And

01:37:39.170 --> 01:37:44.010
so we're at a very We're at an inflection point

01:37:44.010 --> 01:37:47.970
in this case Quite frankly, we were all hopeful

01:37:47.970 --> 01:37:50.170
that once the case would file it would just go

01:37:50.170 --> 01:37:54.630
in the right direction It hasn't yet But we need

01:37:54.630 --> 01:37:56.449
the assistance of this court to put it on the

01:37:56.449 --> 01:37:59.189
right track and you're absolutely right. It's

01:37:59.189 --> 01:38:02.909
it's not all on this We also have rights and

01:38:02.909 --> 01:38:06.010
remedies, so the debtor does, in Mexico, and

01:38:06.010 --> 01:38:08.550
those will be pursued as well. And we may have

01:38:08.550 --> 01:38:10.329
to go to courts in other countries as well. I

01:38:10.329 --> 01:38:12.449
don't mind it being all on me. I'm just looking

01:38:12.449 --> 01:38:15.630
at the practical effect of what I can do. And

01:38:15.630 --> 01:38:20.289
that's all. I can enter all kinds of orders.

01:38:21.250 --> 01:38:23.310
And the question is, what's the effect of them?

01:38:24.050 --> 01:38:26.750
With respect to paragraph four of the order,

01:38:27.170 --> 01:38:30.590
which is the compliance and the compliance certificate,

01:38:31.210 --> 01:38:35.130
I think, here's the challenge, thanks to this

01:38:35.130 --> 01:38:38.289
court, the first day of the case, we actually

01:38:38.289 --> 01:38:41.010
received an order affirming the automatic stay,

01:38:41.729 --> 01:38:45.310
and we received an order on 442 and turnover.

01:38:46.149 --> 01:38:48.689
And you can see that basically we have noncompliance.

01:38:49.670 --> 01:38:53.250
So, quite frankly, this was trying to assist

01:38:53.250 --> 01:38:57.630
Mr. Albor in telling him what he needs to do

01:38:57.630 --> 01:39:01.869
in order to be... If you were to read these in

01:39:01.869 --> 01:39:04.369
sort of the converse, if you will, right? So

01:39:04.369 --> 01:39:07.689
look at, you know, for example, we know that

01:39:07.689 --> 01:39:10.670
he has directed employees not to speak with Riverong.

01:39:11.449 --> 01:39:14.350
So the way he can bring himself into compliance

01:39:14.350 --> 01:39:17.369
with the automatic stay is by telling them to

01:39:17.369 --> 01:39:20.550
speak with Riverong, right? And so quite frankly,

01:39:20.850 --> 01:39:24.710
the intent of this was not to seek injunction,

01:39:24.869 --> 01:39:26.710
injunctive relief for which this court might

01:39:26.710 --> 01:39:36.420
not have a thought. to get in compliance. Because

01:39:36.420 --> 01:39:40.840
I'm a little concerned that if we have an order

01:39:40.840 --> 01:39:43.140
that lacks specifics, and if the court decides

01:39:43.140 --> 01:39:46.640
that that's what it has to do, for lack of authority,

01:39:46.960 --> 01:39:49.439
then that's what it has to do. But then we may

01:39:49.439 --> 01:39:51.699
get back in front of the court again very soon.

01:39:52.760 --> 01:39:57.979
No, I think specifics are good. And in the one

01:39:57.979 --> 01:40:07.000
case where I have I entered a specific order

01:40:07.000 --> 01:40:14.300
of what the contemptuous acts were. But there

01:40:14.300 --> 01:40:16.960
I had the marshals who could go out, who I directed

01:40:16.960 --> 01:40:19.739
to go out and get the property, because it was

01:40:19.739 --> 01:40:25.539
in the United States. So I had an order, a general

01:40:25.539 --> 01:40:28.159
order, then a more specific order, and then I

01:40:28.159 --> 01:40:35.319
sent the marshals. And so I think... A specific

01:40:35.319 --> 01:40:40.000
order is actually probably required to some extent

01:40:40.000 --> 01:40:44.819
before I hold someone in contempt, which I'm

01:40:44.819 --> 01:40:47.539
not adverse to doing. And as I said, I've done

01:40:47.539 --> 01:40:54.579
before. But what I haven't done, for example,

01:40:54.840 --> 01:40:59.680
was require the person who is in contempt to

01:40:59.680 --> 01:41:02.239
take a particular action. I don't know that it,

01:41:02.359 --> 01:41:06.300
maybe I can. But I need some authority for that.

01:41:06.399 --> 01:41:11.880
And I think, you know, perhaps. Just using a

01:41:11.880 --> 01:41:15.119
little bit of psychology here, even if the court

01:41:15.119 --> 01:41:17.800
is uncomfortable and we can talk about the authority

01:41:17.800 --> 01:41:21.479
in a moment. In terms of including in an order

01:41:21.479 --> 01:41:23.680
something that might be considered injunctive

01:41:23.680 --> 01:41:27.020
relief. What we could do is simply list the state

01:41:27.020 --> 01:41:30.279
violations with some specificity and then the

01:41:30.279 --> 01:41:33.720
obvious inference is. need to stop doing those

01:41:33.720 --> 01:41:36.939
things or undo those things in order for the

01:41:36.939 --> 01:42:15.899
coercive penalties. For example, if I look at

01:42:15.899 --> 01:42:22.560
paragraph 4B, we're asking Mr. Elbor to countersign

01:42:22.560 --> 01:42:24.979
written communications to banking and other financial

01:42:24.979 --> 01:42:28.859
institutions in order to finish what the debtors

01:42:28.859 --> 01:42:31.260
have already started in terms of getting control

01:42:31.260 --> 01:42:34.060
of the bank accounts, right? But again, as you

01:42:34.060 --> 01:42:37.340
heard this morning, we're alarmed by the lack

01:42:37.340 --> 01:42:38.840
of... Yeah, I think the real question is where's

01:42:38.840 --> 01:42:41.420
the money, which is not in those bank accounts.

01:43:02.859 --> 01:43:07.020
And let paragraph C permit the CRO and other

01:43:07.020 --> 01:43:09.479
persons that he may designate access to the headquarters

01:43:09.479 --> 01:43:13.960
and records therein. I think I've heard some

01:43:13.960 --> 01:43:17.260
remarks from Your Honor that, listen, we can

01:43:17.260 --> 01:43:19.300
chew gum and walk at the same time here. We can

01:43:19.300 --> 01:43:24.300
recognize that there may be some dispute as to

01:43:24.300 --> 01:43:26.779
the legal status of where the company's clearly

01:43:26.779 --> 01:43:30.779
headquartered. I mean, I think with all the evidence

01:43:30.779 --> 01:43:38.779
in the record. or loosely speaking is that building,

01:43:39.020 --> 01:43:43.479
okay? But even if this court wants to recognize

01:43:43.479 --> 01:43:45.659
that it may be a dispute as to the status in

01:43:45.659 --> 01:43:47.840
that building, whether who owns it, who's leasing

01:43:47.840 --> 01:43:50.960
it, you know, does the debtor still have a possessory

01:43:50.960 --> 01:43:53.279
right to it under Mexican law? It doesn't matter,

01:43:53.579 --> 01:43:56.039
right? The debtor's books and records are in

01:43:56.039 --> 01:43:58.819
there. Property of the estate of Controladora

01:43:58.819 --> 01:44:02.340
is in there, right? And so I think it would be

01:44:02.340 --> 01:44:15.060
useful. in that building that don't have to step

01:44:15.060 --> 01:44:18.180
into the issue of who owns it, is the lease still

01:44:50.380 --> 01:44:54.279
Why has he been sending all of the health and

01:44:54.279 --> 01:44:56.800
welfare reports that Mr. Brady introduced into

01:44:56.800 --> 01:45:02.119
evidence this morning to Mexico instead of to

01:45:02.119 --> 01:45:05.380
Riveron? Again, quite frankly, I've got to believe

01:45:05.380 --> 01:45:08.279
that Mr. Gonzalez has been receiving emails like

01:45:08.279 --> 01:45:11.899
the ones he's received. And so I think the way

01:45:11.899 --> 01:45:24.470
we fix that... One person could look at that

01:45:24.470 --> 01:45:27.710
as, wait a minute, are you granting injunctive

01:45:27.710 --> 01:45:30.710
relief? Another person could look at that as

01:45:30.710 --> 01:45:33.010
a roadmap to get in compliance with the state.

01:45:33.689 --> 01:45:36.890
And so maybe what this means then is that in

01:45:36.890 --> 01:45:40.670
the entry sentence to paragraph four, maybe instead

01:45:40.670 --> 01:45:44.850
of shall, we can work on some language that says

01:45:44.850 --> 01:45:48.010
something in the laws of in order to gain compliance.

01:46:12.360 --> 01:46:22.199
And then to get into compliance, those violations

01:46:22.199 --> 01:46:25.819
would need to be remedied, among other things.

01:46:38.349 --> 01:46:41.470
passcodes, passwords, and other credentials.

01:46:42.529 --> 01:46:45.329
But just, Your Honor, that's on that issue. I

01:46:45.329 --> 01:46:48.250
would like to speak just briefly for a moment

01:46:48.250 --> 01:46:55.550
on damages. These actions have cost the lenders

01:46:55.550 --> 01:46:58.750
millions and millions of dollars, depending on

01:46:58.750 --> 01:47:37.189
when you start. course of the week. We essentially

01:47:37.189 --> 01:47:40.149
had three hearings on the matter. You know how

01:47:40.149 --> 01:47:42.569
these things go, Your Honor. We're well over

01:47:42.569 --> 01:47:45.729
a million dollars just on the prosecution of

01:47:45.729 --> 01:47:49.210
the motions to enforce. And we believe, based

01:47:49.210 --> 01:47:52.149
on the case law, it is absolutely appropriate

01:47:52.149 --> 01:47:56.369
to impose those fees and costs on a willful violator

01:47:56.369 --> 01:47:59.470
of the automatic stay. This is not someone who

01:47:59.470 --> 01:48:02.170
didn't get notice of the Chapter 11. This is

01:48:02.170 --> 01:48:07.460
as willful as it gets. Second, we do believe

01:48:07.460 --> 01:48:10.479
that substantial harm has been done to the business,

01:48:10.840 --> 01:48:14.100
which is the lenders collateral as a result of

01:48:14.100 --> 01:48:17.760
all these state violations. We do believe that

01:48:17.760 --> 01:48:20.159
there should be a hearing at the appropriate

01:48:20.159 --> 01:48:22.100
times. That's something that needs to be rushed

01:48:22.100 --> 01:48:27.159
to ascertain what damage this has caused to the

01:48:27.159 --> 01:48:29.880
business and what the lenders have suffered as

01:48:29.880 --> 01:48:36.279
a result. It's not just. Increasing up sizing

01:48:36.279 --> 01:48:39.739
the size of the dip to cover all of these fees

01:48:39.739 --> 01:48:44.060
and costs But it's also on the other side We're

01:48:44.060 --> 01:48:46.680
in the process of the debtors are in the process

01:48:46.680 --> 01:48:50.060
of retaining an investment banker and a real

01:48:50.060 --> 01:48:58.500
estate advisor and hopefully those It'll be interesting

01:48:58.500 --> 01:49:02.920
to see how much loss in value there is been as

01:49:02.920 --> 01:49:14.819
a result of all that You couldn't. I'm not after

01:49:14.819 --> 01:49:18.699
everything that's happened. And finally, we need

01:49:18.699 --> 01:49:21.640
that course of fine. So there's three in order

01:49:21.640 --> 01:49:24.960
to compel compliance, which is pretty common

01:49:24.960 --> 01:49:26.899
and there's quite a bit of authority for that.

01:49:27.619 --> 01:49:30.359
So it's threefold, Your Honor. It's the fees

01:49:30.359 --> 01:49:34.880
and costs in connection with preparing, filing,

01:49:34.979 --> 01:49:55.859
prosecuting the motions. The second. Nothing

01:49:55.859 --> 01:49:57.359
else, Your Honor, unless you have any questions.

01:49:57.560 --> 01:50:15.300
I do not, thank you. Good morning, Your Honor.

01:50:16.079 --> 01:50:18.460
We'll be brief. Adam Landis from Landis, Rath

01:50:18.460 --> 01:50:20.439
and Cobb. I'm here with Mike Newmeister from

01:50:20.439 --> 01:50:23.960
the Cooley firm, my co -counsel. He's been admitted

01:50:23.960 --> 01:50:28.819
pro -op VJ. We represent certain majority equity

01:50:28.819 --> 01:50:32.300
holders, one of the enterprises and Mr. Newmeister

01:50:32.300 --> 01:50:57.670
would like to address the court. Let's take 10

01:50:57.670 --> 01:53:05.529
minutes. I represent the majority shareholders

01:53:05.529 --> 01:53:10.170
and directors of TDC Leisure Holdings LLC. TDC

01:53:10.170 --> 01:53:12.590
Leisure is not a debtor in this bankruptcy, but

01:53:12.590 --> 01:53:14.670
is the direct parent of Debtor Leisure Investment

01:53:14.670 --> 01:53:17.770
Holdings LLC. Specifically, my clients are John

01:53:17.770 --> 01:53:21.250
Olson, Scott Olson, Mike Wood, Donna Kasowitz,

01:53:21.409 --> 01:53:23.550
and Stafford Burroughs. Collectively, they own

01:53:23.550 --> 01:53:26.289
approximately 57 % of the equity in this business.

01:53:27.329 --> 01:53:29.310
And still not bearing the lead, we support the

01:53:29.310 --> 01:53:32.760
debtor's motion. Your Honor. Notwithstanding

01:53:32.760 --> 01:53:35.239
my client's substantial ownership position, they

01:53:35.239 --> 01:53:37.060
have not been a part of any of the decision making

01:53:37.060 --> 01:53:39.060
with respect to the legal proceedings in Mexico

01:53:39.060 --> 01:53:42.600
or in this court. In fact, we only learned about

01:53:42.600 --> 01:53:45.140
the control of Doric and Corso petition multiple

01:53:45.140 --> 01:53:57.520
weeks after its filing. I would simply state

01:53:57.520 --> 01:53:59.619
I would object to any new factual evidence. I

01:53:59.619 --> 01:54:01.100
haven't been able to test it. I haven't talked

01:54:01.100 --> 01:54:02.739
to any of these people. So that's my only objection.

01:54:02.760 --> 01:54:04.600
Thank you. I'm just going to hear it, but I'm

01:54:04.600 --> 01:54:06.699
not going to consider it evidence. Thank you,

01:54:06.699 --> 01:54:09.640
Your Honor. The Board of TBC leaders at our holdings

01:54:09.640 --> 01:54:11.760
was given no prior notice of and did not consent

01:54:11.760 --> 01:54:14.560
to the filing of that concursive petition. Similarly,

01:54:14.699 --> 01:54:16.239
our clients were not made aware of these Chapter

01:54:16.239 --> 01:54:19.800
11 cases until after they were filed. Notwithstanding

01:54:19.800 --> 01:54:22.520
all of this, my clients believe in and care about

01:54:22.520 --> 01:54:25.939
this business. They are focused primarily on

01:54:25.939 --> 01:54:27.880
ensuring the safety and care of the animals,

01:54:28.520 --> 01:54:30.539
and on finding a path that maximizes value for

01:54:30.539 --> 01:54:32.739
stakeholders. Your honor, we believe that Mr.

01:54:32.899 --> 01:54:35.119
Strom and Mr. Wagtstaff provide the best opportunity

01:54:35.119 --> 01:54:38.079
to realize these goals. These companies in these

01:54:38.079 --> 01:54:40.920
cases require stability, transparency, and proper

01:54:40.920 --> 01:54:43.960
recapitalization. This is as evident as ever

01:54:43.960 --> 01:54:46.140
with the most recent dolphin death, which my

01:54:46.140 --> 01:54:48.720
clients are very concerned about. And we agree

01:54:48.720 --> 01:54:50.739
with your honor that divided governance is simply

01:54:50.739 --> 01:54:53.390
not working. We believe that stabilizing the

01:54:53.390 --> 01:54:55.609
company and providing for the protection of the

01:54:55.609 --> 01:54:57.710
parks animals are best achieved through these

01:54:57.710 --> 01:55:00.329
Chapter 11 cases. And with Mr. Strom and Mr.

01:55:00.470 --> 01:55:02.609
Wagstaff having control of the companies and

01:55:02.609 --> 01:55:04.489
getting access to all information and processes.

01:55:05.770 --> 01:55:07.829
So Your Honor, in sum, the company's majority

01:55:07.829 --> 01:55:10.489
equity holders support the motion. They support

01:55:10.489 --> 01:55:12.810
Mr. Strom and Mr. Wagstaff having the access

01:55:12.810 --> 01:55:15.689
they needed. My clients are eager to help however

01:55:15.689 --> 01:55:18.550
they can. And we hope that the Chapter 11 debtors

01:55:18.550 --> 01:55:20.289
are granted the release necessary to stabilize

01:55:20.289 --> 01:55:29.739
the company. Thank you. Mr. Fransala. Good morning,

01:55:29.840 --> 01:55:31.579
Your Honor. Thomas Fransala of Rainsville and

01:55:31.579 --> 01:55:34.140
Littrell, proposed counsel to the Official Committee

01:55:34.140 --> 01:55:36.699
of Unscarred Creditors. In addition to myself,

01:55:37.000 --> 01:55:39.819
on the Zoom call today is the other proposed

01:55:39.819 --> 01:55:41.699
co -counsel to the Official Committee of Unscarred

01:55:41.699 --> 01:55:46.420
Creditors, Christian Savio. In addition, the

01:55:46.420 --> 01:55:48.600
Unscarred Creditors Committee is seeking to retain

01:55:48.600 --> 01:55:51.270
Force 10 partners with financial advisors. They're

01:55:51.270 --> 01:55:54.189
also on the call, Nicholas Rubin and Adam Measlake.

01:55:54.449 --> 01:55:56.090
Your Honor, the reason I stand is we have filed

01:55:56.090 --> 01:55:58.449
a jointer to the debtor's motion at docket number

01:55:58.449 --> 01:56:02.050
195 and we wholly support and ask your honor

01:56:02.050 --> 01:56:03.829
to grant the relief requested because we believe

01:56:03.829 --> 01:56:26.659
it's very necessary here. So, Your Honor, I'd

01:56:26.659 --> 01:56:29.439
like to begin by stepping back to briefly review

01:56:29.439 --> 01:56:32.460
how we got here. Your Honor, it's undisputed

01:56:32.460 --> 01:56:35.119
that Dolphin Group faced severe financial difficulties.

01:56:35.979 --> 01:56:37.859
Negotiations between the note holders and Mr.

01:56:38.079 --> 01:56:40.119
Albor on behalf of the Dolphin Group were extensive,

01:56:40.840 --> 01:56:44.819
but ultimately unsuccessful. As a result, Controlador

01:56:44.819 --> 01:56:47.079
Dolphin filed its concursive work until proceeding

01:56:47.079 --> 01:56:51.140
in Mexico on December 30th, 2024, and the Mexico

01:56:51.140 --> 01:56:53.829
Court entered its precautionary measures. On

01:56:53.829 --> 01:56:56.829
January 28th, 2025, these facts are well supported

01:56:56.829 --> 01:57:01.430
by the record. However, almost immediately, disputes

01:57:01.430 --> 01:57:04.109
arose regarding corporate authority. The note

01:57:04.109 --> 01:57:05.609
holders argued the control of the door often

01:57:05.609 --> 01:57:07.550
lacked corporate authority to file the concursive

01:57:07.550 --> 01:57:11.069
mercantile. Mr. Albor, however, maintains that

01:57:11.069 --> 01:57:14.529
proper authority existed. Interestingly, while

01:57:14.529 --> 01:57:16.689
the corporate authority issues could have been

01:57:16.689 --> 01:57:18.890
raised immediately with the concursive mercantile

01:57:18.890 --> 01:57:22.770
court, the note holders chose to wait. This dispute

01:57:22.770 --> 01:57:25.250
intensified when the note holders orchestrated

01:57:25.250 --> 01:57:28.569
the March 28 2025 shareholder resolutions that

01:57:28.569 --> 01:57:31.250
they claim authorized the board flip and resulted

01:57:31.250 --> 01:57:33.189
in the installation of the independent director

01:57:33.189 --> 01:57:36.689
Mr. Strong and also authorized withdrawal from

01:57:36.689 --> 01:57:40.130
the concursive mercantile. Mr. Albert contends

01:57:40.130 --> 01:57:42.829
these resolutions are invalid and are currently

01:57:42.829 --> 01:57:44.869
being challenged before the 10th Civil Court

01:57:44.869 --> 01:57:47.789
of Mexico City, the court with exclusive jurisdiction

01:57:47.789 --> 01:57:50.819
over these matters. Days later, Mr. Strong filed

01:57:50.819 --> 01:57:53.760
these jointly administered cases. Mr. Albert

01:57:53.760 --> 01:57:55.560
disputes the authority of the independent director

01:57:55.560 --> 01:57:57.739
to withdraw the control of Dolphins Concurce

01:57:57.739 --> 01:58:00.140
of Merk until proceeding, pointing out the control

01:58:00.140 --> 01:58:02.659
of Dolphins Center of Main Interest, COMI, is

01:58:02.659 --> 01:58:05.199
in Mexico and that Mexican law and not U .S.

01:58:05.300 --> 01:58:07.159
bankruptcy law should govern that particular

01:58:07.159 --> 01:58:10.220
proceeding. The corporate authority issue has

01:58:10.220 --> 01:58:12.979
been moving forward in Mexico, but as Mr. Oskos

01:58:12.979 --> 01:58:15.100
testified, and nothing has changed since, even

01:58:15.100 --> 01:58:17.119
with the new orders, none of these enters are

01:58:17.119 --> 01:58:19.600
final. They're not final, but there are orders.

01:58:19.739 --> 01:58:21.539
They are orders, Your Honor. And the orders in

01:58:21.539 --> 01:58:23.739
place to date, as I understand the testimony,

01:58:24.000 --> 01:58:28.300
favor Mr. Strong. They do. We can see that. I'd

01:58:28.300 --> 01:58:30.000
simply point out that it's a little different

01:58:30.000 --> 01:58:33.119
in Mexico, as I've been learning as well, that

01:58:33.119 --> 01:58:35.720
when you get these orders that, for example,

01:58:36.460 --> 01:58:38.380
are both the April 4th order and what they refer

01:58:38.380 --> 01:58:40.920
to the April 11th, we refer to April 10th, were

01:58:40.920 --> 01:58:45.520
ex parte orders that have precautionary measures

01:58:45.520 --> 01:58:48.270
that are put in place. But they can be tested

01:58:48.270 --> 01:58:49.850
through the court system. And that's what's happening.

01:58:50.029 --> 01:58:52.390
In fact, happening fairly rapidly, I think, with

01:58:52.390 --> 01:58:55.010
the Mexican courts. For example, if you think

01:58:55.010 --> 01:58:57.109
about when we first came here, for the first

01:58:57.109 --> 01:58:59.250
time that we had a hearing, a lot has changed

01:58:59.250 --> 01:59:01.550
since then. If we'd had a hearing that day, for

01:59:01.550 --> 01:59:03.869
example, a lot of orders have been entered since

01:59:03.869 --> 01:59:07.050
then. So I think that we've kind of been born

01:59:07.050 --> 01:59:08.829
out with respect to waiting a little bit and

01:59:08.829 --> 01:59:12.810
allowing clarity to form in Mexico has been a

01:59:12.810 --> 01:59:14.770
little bit helpful, I hope, I think, with the

01:59:14.770 --> 01:59:19.140
court. But Your Honor, so as we discussed the

01:59:19.140 --> 01:59:23.100
case was entered and as for Mr. Albor's involvement

01:59:23.100 --> 01:59:27.079
in this case, since his appearance, Mr. Albor

01:59:27.079 --> 01:59:29.079
through his counsel immediately reached out to

01:59:29.079 --> 01:59:31.939
debtors council to discuss how to provide identified

01:59:31.939 --> 01:59:35.319
records required under 524E and his offer to

01:59:35.319 --> 01:59:37.199
provide supervised access to his facilities.

01:59:37.939 --> 01:59:40.039
Indeed Mr. Albor has had a protocol prepared

01:59:40.039 --> 01:59:42.039
that can be part of any order entered by the

01:59:42.039 --> 01:59:45.010
court. But we do anticipate that will need to

01:59:45.010 --> 01:59:46.789
be negotiated, and I'll talk about that a little

01:59:46.789 --> 01:59:47.850
bit more when we talk about it. And a lot of

01:59:47.850 --> 01:59:51.770
time to negotiate. Gotcha. But at bottom, Mr.

01:59:51.989 --> 01:59:53.729
Albor has been willing to provide books and records

01:59:53.729 --> 01:59:57.789
to the debtors, and he has been doing so. And

01:59:57.789 --> 02:00:00.310
he has availed himself of the Mexican court process

02:00:00.310 --> 02:00:02.789
regarding the corporate authority issue, and

02:00:02.789 --> 02:00:06.390
has not asked this court to opine about what

02:00:06.390 --> 02:00:09.970
the Mexican court orders mean, other than with

02:00:09.970 --> 02:00:14.489
respect to his expert. under Rule 44 .1, just

02:00:14.489 --> 02:00:18.750
as the debtors have done. But I think Mr. Albor's

02:00:18.750 --> 02:00:21.529
actions, and by the way, just to take a step

02:00:21.529 --> 02:00:24.090
back for a minute, you'll notice one thing that

02:00:24.090 --> 02:00:25.689
they mentioned that we don't talk about the stay,

02:00:25.850 --> 02:00:27.729
they don't talk about the Concurso Mercantile.

02:00:28.489 --> 02:00:30.569
And I think it's because, from our perspective,

02:00:30.710 --> 02:00:33.310
Your Honor, there's been no point in this case

02:00:33.310 --> 02:00:36.130
where we have argued. that we don't believe that

02:00:36.130 --> 02:00:38.729
this day applies. What we tried to argue is that

02:00:38.729 --> 02:00:40.470
we're trying to find a way forward with respect

02:00:40.470 --> 02:00:42.470
to the two motions that were before you, right?

02:00:42.890 --> 02:00:46.369
The first was a first day order, which was a

02:00:46.369 --> 02:00:49.090
motion to turn over records pursuant to 524E.

02:00:49.310 --> 02:00:51.569
Your Honor, Mr. Albor was in violation of that

02:00:51.569 --> 02:00:53.810
order before he even got into the case by the

02:00:53.810 --> 02:00:56.869
terms of that order. So when he did get into

02:00:56.869 --> 02:00:59.609
it, the first thing he did was reach out through

02:00:59.609 --> 02:01:03.270
me and my co -counsel to try to figure out a

02:01:03.270 --> 02:01:05.640
way how do we start Working on this and we asked

02:01:05.640 --> 02:01:07.239
them. Can you at least tell us what it is that

02:01:07.239 --> 02:01:10.699
you want? Okay, which was I think a pretty simple

02:01:10.699 --> 02:01:13.539
request Ultimately, they did that but it took

02:01:13.539 --> 02:01:15.359
another week or week and a half for that to happen

02:01:15.359 --> 02:01:18.739
and after we've already had a hearing But they

02:01:18.739 --> 02:01:22.159
did provide a list we were not only did we provide

02:01:22.159 --> 02:01:24.960
documents we were provided responses for those

02:01:24.960 --> 02:01:27.500
documents that we did not provide and Said that

02:01:27.500 --> 02:01:29.939
either it was delayed or it was coming the next

02:01:29.939 --> 02:01:32.989
week or whatever the issue was And please let

02:01:32.989 --> 02:01:35.430
us know if you have any issues with respect to

02:01:35.430 --> 02:01:37.430
that so that we can address them. Because frankly,

02:01:37.529 --> 02:01:39.829
Your Honor, as counsel, I need to be aware of

02:01:39.829 --> 02:01:41.369
what the issues are because sometimes I have

02:01:41.369 --> 02:01:43.109
to lean on my client to do what he needs to do,

02:01:43.109 --> 02:01:45.689
right? So that's why I ask for those particular

02:01:45.689 --> 02:01:48.689
things. But what they were asking for is a little

02:01:48.689 --> 02:01:50.949
bit different, Your Honor, and that comes when

02:01:50.949 --> 02:01:53.529
you start coupling in the stay relief or the

02:01:53.529 --> 02:01:56.770
stay enforcement motion. The turnover motion

02:01:56.770 --> 02:01:59.050
is very specific with respect to records. The

02:01:59.050 --> 02:02:00.850
stay enforcement motion is clear that they want

02:02:00.850 --> 02:02:03.729
control. And that was an issue that was being

02:02:03.729 --> 02:02:05.789
adjudicated in the Mexican courts at the time.

02:02:06.050 --> 02:02:08.670
And we simply asked, Your Honor, to allow the

02:02:08.670 --> 02:02:10.890
Mexican courts to deal with that issue, why we

02:02:10.890 --> 02:02:13.770
provide the records under the... It stays in

02:02:13.770 --> 02:02:22.409
place here. And how is it that Mr. Albor's directing

02:02:22.409 --> 02:02:25.270
employees not to communicate with Mr. Strong

02:02:25.270 --> 02:02:28.590
is not a violation of his status? So, with respect

02:02:28.590 --> 02:02:31.399
to that, Your Honor. I have seen the emails with

02:02:31.399 --> 02:02:33.159
respect to that. And I will also tell you that

02:02:33.159 --> 02:02:36.460
we also at the depositions of Mr. Labstaff and

02:02:36.460 --> 02:02:39.260
Mr. Strom asked, what else are we looking at

02:02:39.260 --> 02:02:42.319
here? There is the one email, maybe two. I saw

02:02:42.319 --> 02:02:44.720
the emails are very clear. They're very clear.

02:02:44.859 --> 02:02:47.039
I believe they say what they say. I believe Mr.

02:02:47.279 --> 02:02:50.260
Albor meant what he meant. And they're very clear.

02:02:51.319 --> 02:02:55.340
And what has to happen is. Every employee has

02:02:55.340 --> 02:02:58.399
to be able to communicate with Mr. Strom, Mr.

02:02:58.600 --> 02:03:01.159
Wagstaff, and whoever they direct them to. It

02:03:01.159 --> 02:03:03.140
just has to happen. How is that not a violation

02:03:03.140 --> 02:03:06.100
of the state? Right. And what I would say, Your

02:03:06.100 --> 02:03:09.000
Honor, is that when that came up, as these sort

02:03:09.000 --> 02:03:10.960
of things happen and we become notified of it,

02:03:11.399 --> 02:03:14.840
then we have the opportunity to interject ourselves

02:03:14.840 --> 02:03:17.460
and say, you can't do that. It can't be piecemeal.

02:03:18.020 --> 02:03:21.300
That's the problem. It can't be piecemeal. It

02:03:21.300 --> 02:03:27.390
just needs to be blanket. I think the issue,

02:03:27.609 --> 02:03:30.529
Your Honor, is from Mr. Albor's perspective is

02:03:30.529 --> 02:03:34.029
that what he was trying to suggest is that communication

02:03:34.029 --> 02:03:37.510
doesn't have to be with every single person because

02:03:37.510 --> 02:03:40.350
no business runs that way. You're right, but

02:03:40.350 --> 02:03:42.810
it needs to be with whomever Mr. Strom and Mr.

02:03:43.069 --> 02:03:45.510
Wattstaff think they need to speak with and whoever

02:03:45.510 --> 02:03:48.130
they think needs to report to them. And Mr. Albor

02:03:48.130 --> 02:03:49.930
may think that's a different group of people.

02:03:50.300 --> 02:03:53.060
But it's not who he thinks, it's who Mr. Strom

02:03:53.060 --> 02:03:55.359
and Mr. Watzak think. I understand, Your Honor.

02:03:55.500 --> 02:03:59.359
I understand. But just to continue with my presentation,

02:03:59.439 --> 02:04:02.300
make a record. Sure. Absolutely. So for their

02:04:02.300 --> 02:04:05.279
part, the Mexican courts have been working diligently.

02:04:06.180 --> 02:04:08.239
They've issued a flurry of orders that sometimes

02:04:08.239 --> 02:04:10.220
favor Mr. Albor in the case of the April 10th

02:04:10.220 --> 02:04:12.859
order. But in other instances, in most of them,

02:04:13.180 --> 02:04:15.819
they do favor the debtors. And as I said, that

02:04:15.819 --> 02:04:18.699
they're not final. And recently, I will say that

02:04:18.699 --> 02:04:21.119
the debtors did utilize the ex parte in preliminary

02:04:21.119 --> 02:04:25.760
order from April 4th to at least get the Mexican

02:04:25.760 --> 02:04:29.479
bank accounts frozen. The precautionary set forth

02:04:29.479 --> 02:04:32.859
in that order included the ability to seize bank

02:04:32.859 --> 02:04:35.180
accounts and those issues are being challenged,

02:04:35.539 --> 02:04:37.739
including an appeal whose admission was requested

02:04:37.739 --> 02:04:40.720
with suspense of effect. That would aim to halt

02:04:40.720 --> 02:04:42.960
the enforcement of those measures. That appeal

02:04:42.960 --> 02:04:45.100
is expected to be admitted in the coming days.

02:04:45.369 --> 02:04:48.170
And if it's accepted, would suspend the effect

02:04:48.170 --> 02:04:50.130
of the precautionary measures and therefore prevent

02:04:50.130 --> 02:04:52.949
creditors from accessing the bank accounts, especially

02:04:52.949 --> 02:04:55.329
since the appeal could be resolved in Mr. Albor's

02:04:55.329 --> 02:04:57.590
favor, and thus revoke the April 4th order. And

02:04:57.590 --> 02:05:00.590
how is that not a violation of the state? Well,

02:05:00.649 --> 02:05:02.890
Your Honor, that's where we go back to, okay,

02:05:02.989 --> 02:05:05.630
so if they have rights that they are veiling

02:05:05.630 --> 02:05:07.930
themselves of, and they have told you that, we're

02:05:07.930 --> 02:05:12.189
veiling ourselves of our rights and responsibilities,

02:05:13.109 --> 02:05:16.640
or rights and Well, let's just say they're rights

02:05:16.640 --> 02:05:19.560
in Mexico. But I think it's kind of counterintuitive

02:05:19.560 --> 02:05:22.659
to say that they can avail themselves of their

02:05:22.659 --> 02:05:24.979
rights, but there's no response on the other

02:05:24.979 --> 02:05:27.739
side. Isn't that a question I've been asking

02:05:27.739 --> 02:05:30.699
for relief from, say, to be able to respond?

02:05:30.800 --> 02:05:32.880
And I think responding is different than taking

02:05:32.880 --> 02:05:39.579
affirmative acts. So if Mr. Strom is taking some

02:05:39.579 --> 02:05:43.539
action, then should Mr. Albert will be able to

02:05:43.539 --> 02:05:47.720
defend it? Absolutely. So that can be worked

02:05:47.720 --> 02:05:50.119
on. But in the meantime, a case has been filed

02:05:50.119 --> 02:05:52.840
here. Mr. Albert has not challenged in this court

02:05:52.840 --> 02:05:56.239
the filing of that case. So the automatic stay

02:05:56.239 --> 02:05:59.960
applies. I hear counsel recognizing that it does,

02:06:00.140 --> 02:06:05.180
being candid. And so now, if you were down the

02:06:05.180 --> 02:06:07.020
street in the Superior Court, it would be no

02:06:07.020 --> 02:06:09.000
different. Or in Chancery Court, it would be

02:06:09.000 --> 02:06:12.520
no different. Either come here for relief from

02:06:12.520 --> 02:06:16.159
stay to take those actions or take them here.

02:06:16.300 --> 02:06:20.680
Yeah, but Totally agree totally get the point

02:06:20.680 --> 02:06:23.319
your honor What I would say about that your honor

02:06:23.319 --> 02:06:26.979
is number one We do recognize and remember this

02:06:26.979 --> 02:06:30.439
has been kind of a moving Issue where we've tried

02:06:30.439 --> 02:06:32.600
to comply while reserving the right to deal with

02:06:32.600 --> 02:06:34.939
the corporate governance the extent we can and

02:06:34.939 --> 02:06:36.680
Addressing the immediate issues that the court

02:06:36.680 --> 02:06:38.960
had addressed which was taking care of the employees

02:06:38.960 --> 02:06:40.539
and making sure that the dolphins were being

02:06:40.539 --> 02:06:43.060
fed and cared for. So that is the context of

02:06:43.060 --> 02:06:45.199
what we were trying to do initially. I will say

02:06:45.199 --> 02:06:47.500
we certainly understand the issue with respect

02:06:47.500 --> 02:06:50.199
to coming to this court to the extent we understand

02:06:50.199 --> 02:06:51.260
the court's going to issue an order. Remember

02:06:51.260 --> 02:06:53.380
I told you we're going to get there with respect

02:06:53.380 --> 02:06:57.340
to we understand that and we want to work cooperatively

02:06:57.340 --> 02:06:59.819
to get that so that you don't have to feel like

02:06:59.819 --> 02:07:03.199
you have to issue a compulsive order that's a

02:07:03.199 --> 02:07:04.859
little iffy that could be appealed because I

02:07:04.859 --> 02:07:09.090
think we can get there. But let me get there

02:07:09.090 --> 02:07:12.550
your honor so your honor mr. Albor recognizes

02:07:12.550 --> 02:07:16.229
the practical reality as it sits today Control

02:07:16.229 --> 02:07:17.850
the door is currently locked out of its bank

02:07:17.850 --> 02:07:20.449
accounts and without access to accounts It cannot

02:07:20.449 --> 02:07:22.770
pay employees and or assure the welfare of marine

02:07:22.770 --> 02:07:39.619
animals So what's happening with the daily till?

02:07:40.279 --> 02:07:42.539
So good question. Here's a couple of things that

02:07:42.539 --> 02:07:44.640
I would say about that because frankly I want

02:07:44.640 --> 02:07:48.199
to know too Number one this issue with the bank

02:07:48.199 --> 02:07:50.500
records came in after the evidentiary hearing

02:07:50.500 --> 02:07:53.659
so I don't know I haven't seen What's in those

02:07:53.659 --> 02:07:55.399
accounts? I've heard them say what they think

02:07:55.399 --> 02:07:56.880
is in the accounts, but I've seen no evidence

02:07:56.880 --> 02:07:59.779
with respect to it Therefore I can't either respond

02:07:59.779 --> 02:08:03.619
to it nor can I prepare my client to explain

02:08:03.819 --> 02:08:05.859
What are we looking at? Because at some point,

02:08:05.920 --> 02:08:08.680
he will have to, right? So, but we're not there

02:08:08.680 --> 02:08:11.319
yet. All I can tell you, Your Honor, is that

02:08:11.319 --> 02:08:13.020
with respect to him being locked out of the bank

02:08:13.020 --> 02:08:15.560
accounts, that's a practical reality, which means

02:08:15.560 --> 02:08:18.340
that he wants to make sure that the employees

02:08:18.340 --> 02:08:20.619
and the dolphins are taken care of. And so how

02:08:20.619 --> 02:08:23.659
do we get there? Obviously, an order needs to

02:08:23.659 --> 02:08:34.680
be entered. Right, but that's a problem with

02:08:34.680 --> 02:08:36.800
assuming at that point, right, because I really

02:08:36.800 --> 02:08:38.960
don't know. And so I don't want to put, I don't

02:08:38.960 --> 02:08:40.420
want to, I'm not going to get out in front of

02:08:40.420 --> 02:08:43.100
my skis on that. I definitely hear the point.

02:08:43.560 --> 02:08:46.439
I'm just saying we don't know because he is not

02:08:46.439 --> 02:08:49.380
able to speak on that because this is a fast

02:08:49.380 --> 02:08:51.840
-moving issue. In fact, I believe he's having

02:08:51.840 --> 02:08:53.479
to go to Mexico City to deal with some of these

02:08:53.479 --> 02:08:57.359
issues today with his attorneys. But in any event,

02:08:57.399 --> 02:09:01.260
I will say. Not withstanding the fact he's not

02:09:01.260 --> 02:09:03.359
going to be able to pay employees or take care

02:09:03.359 --> 02:09:05.899
of dolphins for very long They have been paid

02:09:05.899 --> 02:09:08.079
the employees and the dolphins have been cared

02:09:08.079 --> 02:09:12.439
for at least right now That will cannot continue

02:09:12.439 --> 02:09:14.060
in the future. It just doesn't make any sense

02:09:14.060 --> 02:09:16.439
So that is a practical reality that we all have

02:09:16.439 --> 02:09:20.939
to accept. Mr. Albor accepts it But you know

02:09:20.939 --> 02:09:22.399
the other thing that he wants to make clear to

02:09:22.399 --> 02:09:25.479
the court your honor And wanted me to make sure

02:09:25.479 --> 02:09:27.899
that I conveyed this is that he is deeply committed

02:09:27.899 --> 02:09:30.529
to the welfare of the dolphins and the employees.

02:09:30.989 --> 02:09:33.750
He's built this business over the last 27 years

02:09:33.750 --> 02:09:36.310
to provide unique experiences for the public

02:09:36.310 --> 02:09:38.510
and he understands he must live with the current

02:09:38.510 --> 02:09:40.489
state of affairs unless and until the Mexican

02:09:40.489 --> 02:09:43.369
court reverses the April 4th order and therefore

02:09:43.369 --> 02:09:45.289
he's willing to work with the debtors to ensure

02:09:45.289 --> 02:09:48.529
a smooth transition of operations so the employees

02:09:48.529 --> 02:09:52.569
are paid and the animals are cared for. However

02:09:52.569 --> 02:09:54.970
the draft order submitted by the debtors and

02:09:54.970 --> 02:09:56.930
the note holders is not a cooperative framework.

02:09:57.260 --> 02:10:00.319
It's punitive, it's one -sided, and in our view,

02:10:00.359 --> 02:10:02.960
designed to humiliate Mr. Albor rather than foster

02:10:02.960 --> 02:10:05.000
a smooth transition to protect all stakeholders.

02:10:06.000 --> 02:10:07.880
And he had actually given me an analogy, Your

02:10:07.880 --> 02:10:09.800
Honor, that I'll share with you. I'm going to

02:10:09.800 --> 02:10:12.859
modify it a little bit. But, you know, there's

02:10:12.859 --> 02:10:17.859
the history, right, where Caesar was marching

02:10:17.859 --> 02:10:21.880
on Rome. And rather than risk Rome falling and

02:10:21.880 --> 02:10:23.840
falling to destruction, pumping in the Senate

02:10:23.840 --> 02:10:27.739
left. And so his view here is... He doesn't agree

02:10:27.739 --> 02:10:29.960
with what's happening, but he knows that he has

02:10:29.960 --> 02:10:34.079
to cooperate to protect the business, to protect

02:10:34.079 --> 02:10:36.579
the employees. So he doesn't want to see Rome

02:10:36.579 --> 02:10:39.779
burn, Your Honor. And that's the practical reality

02:10:39.779 --> 02:10:42.420
he's in. And I'm just trying to convey, Your

02:10:42.420 --> 02:10:44.279
Honor, there's been a lot of talk about him.

02:10:45.060 --> 02:10:48.079
And, you know, it's easy to make a boogeyman

02:10:48.079 --> 02:10:50.539
out of him. It's easy to point the finger at

02:10:50.539 --> 02:10:52.420
the guy that's not in the room for all that's

02:10:52.420 --> 02:10:54.600
happening with the Dolphins. And as you pointed

02:10:54.600 --> 02:10:57.000
out, We can sit here all day long and play the

02:10:57.000 --> 02:10:59.640
blame game. But at the end of the day, we need

02:10:59.640 --> 02:11:01.819
to look, how are we going to move forward here,

02:11:01.939 --> 02:11:04.739
Your Honor? Let me assure you that I understand

02:11:04.739 --> 02:11:09.180
that this was Mr. Albor's baby. There is no question

02:11:09.180 --> 02:11:12.920
that it was. It was his business, and he built

02:11:12.920 --> 02:11:17.500
it, and it was successful, and he expanded it.

02:11:17.520 --> 02:11:20.039
That's the testimony I heard from him, and I

02:11:20.039 --> 02:11:24.140
believe that. While there may have been other

02:11:24.140 --> 02:11:28.159
factors, the pandemic hit, right? And everything

02:11:28.159 --> 02:11:32.899
shuts down. And that may not be the only factor

02:11:32.899 --> 02:11:37.340
that contributed to the financial challenges,

02:11:37.359 --> 02:11:40.920
but it was a big one just like it was here in

02:11:40.920 --> 02:11:43.300
the United States generally. And for this type

02:11:43.300 --> 02:11:46.100
of business where one day people are coming in

02:11:46.100 --> 02:11:50.359
the turnstile and the next day they're not. So

02:11:50.359 --> 02:11:52.880
I understand that. Thank you. And I want Mr.

02:11:53.180 --> 02:11:55.680
Albor to know I understand that. But then there

02:11:55.680 --> 02:11:59.579
becomes a time at which the financial distress

02:11:59.579 --> 02:12:04.020
has hit, the lenders have their rights, they

02:12:04.020 --> 02:12:07.340
exercise their rights, and we are where we are.

02:12:07.899 --> 02:12:10.560
You're right. And that's a reality that we accept

02:12:10.560 --> 02:12:19.260
too. So we have to deal in reality. And to date,

02:12:21.140 --> 02:12:25.619
cooperation does not seem to have worked. So

02:12:25.619 --> 02:12:32.119
does Mr. Albor have another form of order that

02:12:32.119 --> 02:12:34.619
he wants me to enter? That's not this one? Here's

02:12:34.619 --> 02:12:36.399
what I would suggest, Your Honor. You've already

02:12:36.399 --> 02:12:38.199
pointed out some of the issues that we've certainly

02:12:38.199 --> 02:12:42.439
identified with the order. I'm not suggesting

02:12:42.439 --> 02:12:44.479
one way or the other. I'm just suggesting a potential

02:12:44.479 --> 02:12:46.819
pathway to deal with this, Your Honor. What I

02:12:46.819 --> 02:12:48.840
would suggest and I think it makes a little bit

02:12:48.840 --> 02:12:51.220
of sense Especially because it needs to be retooled

02:12:51.220 --> 02:12:54.579
on some level is for them to do that Send it

02:12:54.579 --> 02:12:56.939
to us We can redline it and try to work amongst

02:12:56.939 --> 02:12:58.779
ourselves on the things we can agree with just

02:12:58.779 --> 02:13:01.199
like I've done with competing orders before a

02:13:01.199 --> 02:13:03.060
lot of it We're probably going to agree on some

02:13:03.060 --> 02:13:05.079
of it We're not and I think when we get to that

02:13:05.079 --> 02:13:07.140
point and you can give us a short leash to do

02:13:07.140 --> 02:13:09.039
this your honor and then submit the competing

02:13:09.039 --> 02:13:12.000
order so that you can take a look at where our

02:13:12.000 --> 02:13:14.079
You know pressure points are with what we're

02:13:14.079 --> 02:13:16.039
willing to do and what we're not I will tell

02:13:16.039 --> 02:13:19.600
you on a global basis what Mr. Albor is willing

02:13:19.600 --> 02:13:22.359
to do is obviously he knows that he's got to

02:13:22.359 --> 02:13:24.600
turn over books and records. Now the practical

02:13:24.600 --> 02:13:27.340
reality of his building is that he does have

02:13:27.340 --> 02:13:29.359
his personal stuff in that building and there

02:13:29.359 --> 02:13:34.020
are other business operations in there. So it's

02:13:34.020 --> 02:13:36.640
not the typical thing, Your Honor, when you have

02:13:36.640 --> 02:13:39.960
an issue with respect to you know what you typically

02:13:39.960 --> 02:13:42.239
have with the turnover of books and records where

02:13:42.239 --> 02:13:44.479
you get the keys to the building if it's the

02:13:44.479 --> 02:13:47.119
landlord's building but you do get to go in and

02:13:47.119 --> 02:13:50.140
get access. I've been on those sorts of all through

02:13:50.140 --> 02:13:52.220
my career where you've got to go and you've got

02:13:52.220 --> 02:13:53.939
to go into access you bring your copy people

02:13:53.939 --> 02:13:57.220
you take take whatever records you need but there's

02:13:57.220 --> 02:14:00.039
it's curated in that there's a somebody supervising

02:14:00.039 --> 02:14:02.319
you and watching so you're not going over into

02:14:02.319 --> 02:14:04.899
the server and remember there was testimony about

02:14:04.899 --> 02:14:07.039
the fact that Mr. Albor keeps his stuff on a

02:14:07.039 --> 02:14:09.760
separate server So I think it's fairly easy to

02:14:09.760 --> 02:14:12.159
do. It's just it needs to be stage managed and

02:14:12.159 --> 02:14:14.340
just hasn't happened yet. But I do think it can.

02:14:14.380 --> 02:14:16.399
And I think in the context of an order, there's

02:14:16.399 --> 02:14:19.020
probably an appropriate way to do it. So my suggestion

02:14:19.020 --> 02:14:21.939
would be that after I get them making my record,

02:14:22.000 --> 02:14:24.140
and you're going to tell us what your view is.

02:14:24.600 --> 02:14:27.479
And I don't think there's going to be a lot of

02:14:27.479 --> 02:14:29.720
mystery about where a lot of that's going, Your

02:14:29.720 --> 02:14:31.800
Honor. We're certainly clear -eyed about that.

02:14:32.199 --> 02:14:35.899
But I do think that from Mr. Albor's perspective,

02:14:36.440 --> 02:14:38.560
I think even from the debtors perspective and

02:14:38.560 --> 02:14:41.960
certainly the note holders, preserving the value

02:14:41.960 --> 02:14:44.460
of this enterprise for whatever it is that they're

02:14:44.460 --> 02:14:47.720
going to do, whether it's to sell non -core assets

02:14:47.720 --> 02:14:50.800
or whether it's going to be sell it to somebody

02:14:50.800 --> 02:14:53.560
that can operate it as a dolphin park or whatever,

02:14:54.020 --> 02:14:57.359
you don't want to damage that business. Of course,

02:14:57.600 --> 02:14:59.159
they're going to stand up and say, Mr. Albor

02:14:59.159 --> 02:15:01.239
is the one that's damaging it. Well, Mr. Albor

02:15:01.239 --> 02:15:03.819
says that they're the ones damaging it. It doesn't

02:15:03.819 --> 02:15:06.539
get us to a resolution. And it doesn't get us

02:15:06.539 --> 02:15:09.000
to a way that you, as the bankruptcy court, can

02:15:09.000 --> 02:15:12.340
preserve the value of these assets for the estate.

02:15:12.739 --> 02:15:15.319
We are where we are now. And I think that we've

02:15:15.319 --> 02:15:19.100
certainly, and I think you've been very good

02:15:19.100 --> 02:15:21.239
in giving us an opportunity to have at least

02:15:21.239 --> 02:15:23.520
a little bit of leeway to see what's going on

02:15:23.520 --> 02:15:27.340
in Mexico and get an explanation. But it's okay.

02:15:27.359 --> 02:15:30.579
I'm going to get back to my remarks here. But

02:15:30.579 --> 02:15:32.960
I think that's where we should go with respect

02:15:32.960 --> 02:15:36.300
to the order, Your Honor. Your Honor, while the

02:15:36.300 --> 02:15:38.479
note holders do point the court to a bevy of

02:15:38.479 --> 02:15:40.300
authority regarding the scope and effect of the

02:15:40.300 --> 02:15:44.939
automatic stay, you know, none of them really

02:15:44.939 --> 02:15:48.159
speak to a case like this exactly where you have

02:15:48.159 --> 02:15:50.239
an insolvency proceeding that was started in

02:15:50.239 --> 02:15:54.859
Mexico where precautionary measures or the stay,

02:15:55.199 --> 02:15:57.920
if you will, was violated, certainly in our view.

02:15:58.739 --> 02:16:00.659
And then a separate insolvency proceeding started

02:16:00.659 --> 02:16:02.810
here in the United States. where the automatic

02:16:02.810 --> 02:16:05.010
stay, in our view, has been used as a sword,

02:16:05.130 --> 02:16:09.109
not a shield. Because the intent is to do what

02:16:09.109 --> 02:16:11.550
the Mexican courts are not able to do right now,

02:16:11.649 --> 02:16:13.289
or what they cannot get the Mexican courts to

02:16:13.289 --> 02:16:16.609
do yet, which is to take control of these operations

02:16:16.609 --> 02:16:20.670
for Mr. Albor. Remember, Mr. Albor knew about

02:16:20.670 --> 02:16:23.109
the issues with respect to the financial distress,

02:16:23.470 --> 02:16:27.010
negotiated for months. He will say that the note

02:16:27.010 --> 02:16:29.229
holders walked away. They say that Mr. Albor

02:16:29.229 --> 02:16:31.210
was being uncooperative. They didn't get a deal.

02:16:31.980 --> 02:16:34.719
That's the reality. So when you don't do that,

02:16:34.719 --> 02:16:38.399
what are you supposed to do? Mr. Albor took control

02:16:38.399 --> 02:16:40.159
of Dora, which you have heard they've admitted

02:16:40.159 --> 02:16:43.959
that over 60 % of the assets and business are

02:16:43.959 --> 02:16:48.479
in Mexico That's Comey filed a concursive mercantile

02:16:48.479 --> 02:16:51.940
to deal with it That was the appropriate place

02:16:51.940 --> 02:17:03.200
to do it precautionary measures did not preclude

02:17:03.200 --> 02:17:07.440
the lenders from exercising their pledge rights

02:17:07.440 --> 02:17:12.280
because the stock was in a trust. So that was

02:17:12.280 --> 02:17:14.239
in my remarks, but I'll jump to that. So Mr.

02:17:14.399 --> 02:17:18.420
Oskos also testified about that. And Mr. Oskos

02:17:18.420 --> 02:17:22.239
gently tried to provide a counterpoint with respect

02:17:22.239 --> 02:17:26.180
to what Justice Luna provided. And I think we're

02:17:26.180 --> 02:17:27.920
all impressed with Justice Luna. There's no doubt

02:17:27.920 --> 02:17:31.549
about that. I think I'm pretty impressed with

02:17:31.549 --> 02:17:33.329
Mr. Oskos, too. I didn't know him before this.

02:17:33.590 --> 02:17:36.430
But as a co -author of the model, it's a trial.

02:17:36.549 --> 02:17:40.469
I mean, it's pretty amazing. And number one,

02:17:40.469 --> 02:17:44.770
he tried to distinguish the fact that, as Justice

02:17:44.770 --> 02:17:47.729
Luna said, the case, the concursive market was

02:17:47.729 --> 02:17:49.969
dismissed. He made clear, no, actually, it was

02:17:49.969 --> 02:17:53.290
withdrawn. And there is a distinction between

02:17:53.290 --> 02:17:55.329
those two under the law. And he explained it,

02:17:55.590 --> 02:17:57.829
that a dismissal requires a finding that this

02:17:57.829 --> 02:18:01.670
is not a valid Concur so it is dismissed as opposed

02:18:01.670 --> 02:18:04.389
to a withdrawal, which is I have authority I'm

02:18:04.389 --> 02:18:06.590
the one that filed this I don't want it in concur

02:18:06.590 --> 02:18:08.110
so anymore and now I'm withdrawing and that's

02:18:08.110 --> 02:18:13.090
what happened It is I'm simply pointing out there

02:18:13.090 --> 02:18:15.590
were a couple of things that he gently tried

02:18:15.590 --> 02:18:19.329
to redirect Because we certainly all respect

02:18:19.329 --> 02:18:22.129
justice Luna I'm simply pointing out that with

02:18:22.129 --> 02:18:24.610
respect to the trust he also talked about that

02:18:24.610 --> 02:18:27.190
and that this is not a common -law trust this

02:18:27.190 --> 02:18:30.010
is a What he called I think a warranty trust

02:18:30.010 --> 02:18:32.469
and explained how that worked and then the issue

02:18:32.469 --> 02:18:35.790
becomes The default and what happened with respect

02:18:35.790 --> 02:18:38.829
to the default and notice of it now We know that

02:18:38.829 --> 02:18:41.430
there that they have a letter of default. We've

02:18:41.430 --> 02:18:44.329
seen that the issue is you're on our I've seen

02:18:44.329 --> 02:18:48.590
the correspondence and the Envelope coming back

02:18:48.590 --> 02:18:51.909
that they didn't get that until May so well outside

02:18:51.909 --> 02:18:53.389
of the time frame They were supposed to get it,

02:18:53.389 --> 02:18:55.850
which is one of the issues we talked about original

02:18:55.850 --> 02:19:00.219
sin The original sin, Your Honor, was this concursor

02:19:00.219 --> 02:19:03.879
was filed, and what happened at that point was

02:19:03.879 --> 02:19:06.500
instead of dealing with the issues of control

02:19:06.500 --> 02:19:09.459
at the concursor mercantile level, they filed

02:19:09.459 --> 02:19:11.760
a motion to dismiss at the concursor mercantile

02:19:11.760 --> 02:19:14.379
level and never waited for it. They didn't wait

02:19:14.379 --> 02:19:18.340
for it. So they ended up filing for Chapter 11,

02:19:18.579 --> 02:19:21.540
and it's a bypass of the concursor mercantile.

02:19:21.579 --> 02:19:25.260
In our view, forum shopping, Your Honor, because...

02:19:25.450 --> 02:19:28.530
It was Mexico was where this was started. And

02:19:28.530 --> 02:19:31.149
you refer to, well, it's a valid place. It was

02:19:31.149 --> 02:19:33.610
the place where the insolvency proceedings were

02:19:33.610 --> 02:19:38.790
started. That's a fact. So the issue of whether

02:19:38.790 --> 02:19:40.610
the concursive mercantile was filed properly,

02:19:41.030 --> 02:19:43.709
whether it was dismissed properly, it seems to

02:19:43.709 --> 02:19:46.170
me as an issue for a Mexican either insolvency

02:19:46.170 --> 02:19:48.129
court or, in the interesting way that they deal

02:19:48.129 --> 02:19:50.530
with it down there, the civil courts. Because

02:19:50.530 --> 02:19:52.590
they don't have this exclusive jurisdiction with

02:19:52.590 --> 02:19:53.930
the bankruptcy court to deal with the bankruptcy

02:19:53.930 --> 02:19:56.809
issue. Which is strange to me, but here we are.

02:19:57.270 --> 02:20:00.409
And that's why the 10th Civil Court entered those

02:20:00.409 --> 02:20:04.129
orders ex parte on both sides. But now that's

02:20:04.129 --> 02:20:06.370
moving forward and moving forward rapidly, Your

02:20:06.370 --> 02:20:09.049
Honor. But even having said all of that, we're

02:20:09.049 --> 02:20:11.629
beyond that at this point because we don't have

02:20:11.629 --> 02:20:13.649
access or at least we're frozen out of the bank

02:20:13.649 --> 02:20:16.610
accounts. That is forcing us to have to acknowledge

02:20:16.610 --> 02:20:20.309
that we need to, you know, we don't want to just

02:20:20.309 --> 02:20:22.750
turn over the keys. We think that would be disruptive

02:20:22.750 --> 02:20:25.530
to the employees. and disrupt it to the animals.

02:20:25.989 --> 02:20:28.170
We don't think that's in anybody's interest to

02:20:28.170 --> 02:20:31.229
do that. And Mr. Albor has committed to me that

02:20:31.229 --> 02:20:35.170
he's willing to work on a transition so that,

02:20:35.709 --> 02:20:37.809
you know, you meet with Mr. Waxap and his staff

02:20:37.809 --> 02:20:40.590
and talk about who the vendors are, whatever,

02:20:40.709 --> 02:20:43.370
but a transition process, because that's what

02:20:43.370 --> 02:20:46.590
adults do. They'll argue he's not an adult. I

02:20:46.590 --> 02:20:48.770
already know what their arguments are. I'm telling

02:20:48.770 --> 02:20:51.610
you, the difference is, Your Honor, is that he

02:20:51.610 --> 02:20:54.299
has very competent counsel right now. guiding

02:20:54.299 --> 02:20:57.680
him, trying to explain to him what his rights

02:20:57.680 --> 02:20:59.340
and obligations are because we don't want him

02:20:59.340 --> 02:21:02.180
to get in trouble, Your Honor. We don't. And

02:21:02.180 --> 02:21:04.459
to the best of our ability, we're trying to make

02:21:04.459 --> 02:21:06.360
sure that that happens. So it's not where you

02:21:06.360 --> 02:21:09.559
have this renegade loose cannon that's just doing

02:21:09.559 --> 02:21:12.079
whatever he wants to do at this point. We want

02:21:12.079 --> 02:21:15.079
to see an order that does provide guidance. I

02:21:15.079 --> 02:21:19.659
actually like that framing for Mr. Keenan with

02:21:19.659 --> 02:21:22.120
specifics. But I think we can negotiate a lot

02:21:22.120 --> 02:21:24.700
of those specifics amongst ourselves because

02:21:24.700 --> 02:21:26.860
responsible adults that know that they need to

02:21:26.860 --> 02:21:30.059
enter into a transition can get those. They'll

02:21:30.059 --> 02:21:32.719
be skeptical. I get that. But at the end of the

02:21:32.719 --> 02:21:34.959
day... Two months in. I hear that, Your Honor.

02:21:35.280 --> 02:21:38.180
But from day one, we suggested that we at least

02:21:38.180 --> 02:21:40.159
get a protocol with respect to access to the

02:21:40.159 --> 02:21:42.459
building and start turning over records. They

02:21:42.459 --> 02:21:44.180
will tell you, we don't like the fact that we've

02:21:44.180 --> 02:21:46.020
gotten what we've gotten or that we've gotten

02:21:46.020 --> 02:21:48.440
it too late. Documents have been provided, Your

02:21:48.440 --> 02:21:50.620
Honor. And in those instances where they are,

02:21:50.700 --> 02:21:53.719
we have asked them to tell us what you don't

02:21:53.719 --> 02:21:55.799
like about that. I'll give you an example. One

02:21:55.799 --> 02:21:57.559
of the things that they'd asked for, I can't

02:21:57.559 --> 02:21:59.819
remember exactly what it was, but they wanted

02:21:59.819 --> 02:22:02.219
like a weekly report or something. Well, they

02:22:02.219 --> 02:22:04.579
don't create weekly reports like that. And I

02:22:04.579 --> 02:22:08.799
mentioned that even in my response, 542 doesn't

02:22:08.799 --> 02:22:10.559
require that. It requires you to turn over a

02:22:10.559 --> 02:22:12.780
record that's generated or that's made in the

02:22:12.780 --> 02:22:14.399
ordinary course, but you don't have to make something

02:22:14.399 --> 02:22:16.819
out of whole cloth. I agree, but doesn't that

02:22:16.819 --> 02:22:23.909
just? illustrate the issue that on this go -forward

02:22:23.909 --> 02:22:28.370
basis, Mr. Strom wants certain reports. Mr. Albert

02:22:28.370 --> 02:22:32.850
doesn't create those reports. If Mr. Strom had

02:22:32.850 --> 02:22:37.469
access to all the information, he could generate

02:22:37.469 --> 02:22:40.309
those reports. He could ask the debtor's employees

02:22:40.309 --> 02:22:43.409
down in Mexico to generate those reports. So

02:22:43.409 --> 02:22:49.159
doesn't that just illustrate the problem? two

02:22:49.159 --> 02:22:51.540
separate issues on that. One of them was with

02:22:51.540 --> 02:22:54.739
respect to 542 and turning over records that

02:22:54.739 --> 02:22:57.100
exist. The other is what I think you're pointing

02:22:57.100 --> 02:23:00.680
to, which is we're entitled to access to those

02:23:00.680 --> 02:23:02.100
books and records, and we make of it what we

02:23:02.100 --> 02:23:05.360
will. My only point is, Your Honor, is that we've

02:23:05.360 --> 02:23:07.500
gone in stages here. We had two separate orders

02:23:07.500 --> 02:23:09.260
that we were addressing. We responded to both

02:23:09.260 --> 02:23:11.520
of them separately. And with respect to the books

02:23:11.520 --> 02:23:14.899
and records, what I've tried to do is say, okay,

02:23:14.959 --> 02:23:17.750
look. put the corporate governance issue over

02:23:17.750 --> 02:23:19.850
here for a second, and let's deal with this issue

02:23:19.850 --> 02:23:22.370
of records because you know you have got to provide

02:23:22.370 --> 02:23:24.170
copies of books and records. That's been very

02:23:24.170 --> 02:23:26.930
clear. The court was very clear about that. And

02:23:26.930 --> 02:23:29.290
we tried to do that. But for example, when I

02:23:29.290 --> 02:23:31.389
talk about the fact that he doesn't create weekly

02:23:31.389 --> 02:23:33.110
reports, it doesn't mean the reports don't have

02:23:33.110 --> 02:23:35.010
the information. And in that particular case,

02:23:35.329 --> 02:23:36.770
I think we were coming up on the end of May,

02:23:37.250 --> 02:23:40.010
and the report would be a month -end report as

02:23:40.010 --> 02:23:43.469
opposed to a weekly. So it's not that he's being

02:23:43.709 --> 02:23:46.069
deliberately obstructionist with respect to that,

02:23:46.510 --> 02:23:48.610
and to the extent that they think he is, I want

02:23:48.610 --> 02:23:50.389
to know about it. I'll give you another example.

02:24:01.110 --> 02:24:04.629
And maybe it was historically when everything

02:24:04.629 --> 02:24:07.930
was going well for Mr. Albor, but maybe it's

02:24:07.930 --> 02:24:10.809
just not now. I understand the point, Your Honor.

02:24:10.809 --> 02:24:14.909
I do. Okay, let me try to get through this here.

02:24:16.069 --> 02:24:19.709
So I did want to point out that from the outset,

02:24:19.850 --> 02:24:22.930
Mr. Albor has been acting in good faith, guided

02:24:22.930 --> 02:24:25.430
by Mexican counsel, to protect the company and

02:24:25.430 --> 02:24:27.770
its assets for what he perceives as an illegitimate

02:24:27.770 --> 02:24:31.129
takeover. He has consistently emphasized cooperation,

02:24:31.590 --> 02:24:34.590
providing information under Section 542E, while

02:24:34.590 --> 02:24:36.590
allowing the Mexican courts to adjudicate the

02:24:36.590 --> 02:24:38.450
governance dispute caused by their conflicting

02:24:38.450 --> 02:24:40.469
orders, Your Honor. I'm not even sure how you'd

02:24:40.469 --> 02:24:43.229
want to wade into that. they made conflicting

02:24:43.229 --> 02:24:46.430
orders, the same judge. And so the issues are

02:24:46.430 --> 02:24:48.909
complex. The parties have obtained conflicting

02:24:48.909 --> 02:24:51.750
ex -party orders and parole proceedings, and

02:24:51.750 --> 02:24:53.709
even the debtors themselves shifted from lying

02:24:53.709 --> 02:24:57.989
on their Mexican counsel to hiring a former Mexican

02:24:57.989 --> 02:25:00.110
Supreme Court justice as an expert on Mexican

02:25:00.110 --> 02:25:02.809
law, while Mr. Albor had to engage a leading

02:25:02.809 --> 02:25:05.049
cross -border insolvency expert and co -author

02:25:05.049 --> 02:25:07.629
of the Unicetral Model Law, reflecting just how

02:25:07.629 --> 02:25:10.510
complex those issues are. The noteholders argued

02:25:10.510 --> 02:25:12.829
that the March 28th resolutions legitimize their

02:25:12.829 --> 02:25:15.510
actions, but those resolutions remain under challenge

02:25:15.510 --> 02:25:17.889
in the tent civil court. And if declared invalid,

02:25:18.149 --> 02:25:19.670
the debtors withdraw from the concursive market

02:25:19.670 --> 02:25:21.809
till it collapse. But I get your point. That's

02:25:21.809 --> 02:25:26.409
not where we are today. Moreover, the debtors

02:25:26.409 --> 02:25:28.950
reliance on Mexican court orders is misleading.

02:25:29.270 --> 02:25:31.149
Under Mexican law, these orders are not final.

02:25:31.610 --> 02:25:34.709
They remain subject to appeal, revocation, and

02:25:34.709 --> 02:25:36.829
constitutional challenges, which are the imparos.

02:25:37.670 --> 02:25:41.069
And until those processes conclude, as Mr. Oskos

02:25:41.069 --> 02:25:42.829
testified, they cannot be treated as binding

02:25:42.829 --> 02:25:46.430
by this Court. Importantly, the Mexican Insolvency

02:25:46.430 --> 02:25:48.790
Court lacks jurisdiction to decide the validity

02:25:48.790 --> 02:25:51.569
of the March 28th resolutions. That issue is

02:25:51.569 --> 02:25:54.750
probably before the 10th Civil Court. Thus, any

02:25:54.750 --> 02:25:56.649
reference by the Mexican Insolvency Court to

02:25:56.649 --> 02:25:58.930
those resolutions cannot bind the Court. Now,

02:25:58.930 --> 02:26:00.989
I know Your Honor's saying, well, how are you

02:26:00.989 --> 02:26:02.489
testifying about what the Mexican Court can do

02:26:02.489 --> 02:26:06.030
or do not? That's precisely the point. I can't.

02:26:06.120 --> 02:26:09.340
The Mexican courts can, but my Mexican counsel

02:26:09.340 --> 02:26:12.079
are telling me emphatically that that's the issue.

02:26:12.319 --> 02:26:15.260
And I simply raise it to once again explain how

02:26:15.260 --> 02:26:19.319
difficult this can be. I would do all of the

02:26:19.319 --> 02:26:22.100
debtors and all of the note holders' cases, Your

02:26:22.100 --> 02:26:26.399
Honor, all of them. And one thing that I noticed

02:26:26.399 --> 02:26:30.559
is that some of them were a little bit more on

02:26:30.559 --> 02:26:32.520
point than others. I thought like Edisto, Bello,

02:26:32.819 --> 02:26:35.409
those were... fairly helpful with respect to

02:26:35.409 --> 02:26:38.090
corporate governance issues. But one thing I

02:26:38.090 --> 02:26:39.889
noticed about those cases, Your Honor, is that

02:26:39.889 --> 02:26:42.170
in each one of them, they do not have the situation

02:26:42.170 --> 02:26:44.450
here where a foreign insolvency proceeding was

02:26:44.450 --> 02:26:48.010
started, then the U .S. Bankruptcy was initiated

02:26:48.010 --> 02:26:50.129
and there was a corporate governance dispute

02:26:50.129 --> 02:26:52.450
regarding the ability to even go into the Bankruptcy

02:26:52.450 --> 02:26:55.590
Court. Nortel is another good example where you

02:26:55.590 --> 02:26:58.530
had, you know, the U .S. Bankruptcy Court had

02:26:58.530 --> 02:27:02.809
issued rulings with respect to Nortel, an administration

02:27:02.809 --> 02:27:06.229
was filed in the UK, and then you had a court

02:27:06.229 --> 02:27:09.350
-appointed administrator that was taking actions.

02:27:10.190 --> 02:27:12.510
And in that case, once again, as with all of

02:27:12.510 --> 02:27:15.610
them that I saw, you had the U .S. bankruptcy

02:27:15.610 --> 02:27:19.129
court was the first with respect to the insolvency

02:27:19.129 --> 02:27:21.709
proceedings going. Here, the concursor was the

02:27:21.709 --> 02:27:25.430
first. And you've heard scant anything about

02:27:25.430 --> 02:27:26.770
the concursor mercantile. You don't even see

02:27:26.770 --> 02:27:30.540
it referenced hardly in their filings. I would

02:27:30.540 --> 02:27:32.680
suggest there's a reason for that, because that's

02:27:32.680 --> 02:27:34.760
a difficult thing to get around, because none

02:27:34.760 --> 02:27:37.780
of these cases are that scenario. But interestingly,

02:27:38.260 --> 02:27:40.500
and this goes to my point of why we should work

02:27:40.500 --> 02:27:43.479
on an order together, the Nortel court was dealing

02:27:43.479 --> 02:27:46.200
with a lot of very complex issues, not just in

02:27:46.200 --> 02:27:48.659
the UK, but worldwide. I think Nortel's like

02:27:48.659 --> 02:27:51.860
a phone manufacturer. But what the court said

02:27:51.860 --> 02:27:54.739
that I thought was interesting is with respect

02:27:54.739 --> 02:27:56.760
to the stay violations, it ordered them to go

02:27:56.760 --> 02:28:00.889
to mediation. And the court's... View of it was

02:28:00.889 --> 02:28:05.129
it's just churning up and I'm paraphrasing right

02:28:05.129 --> 02:28:06.590
now because I don't have a photographic memory

02:28:06.590 --> 02:28:08.670
but basically what it's saying is you're gonna

02:28:08.670 --> 02:28:11.030
go to mediation because If you guys are gonna

02:28:11.030 --> 02:28:13.190
fight about every little thing that's going on

02:28:13.190 --> 02:28:15.170
here without getting to a process that you can

02:28:15.170 --> 02:28:17.870
work with It doesn't make any sense for anybody

02:28:17.870 --> 02:28:19.969
So you guys go try to work some of this these

02:28:19.969 --> 02:28:22.190
issues out. I'm not suggesting mediation here

02:28:22.190 --> 02:28:24.569
I'm suggesting working together with respect

02:28:24.569 --> 02:28:27.229
to a form of order that has the simple protections

02:28:27.229 --> 02:28:30.170
that we're requiring or asking for to protect

02:28:30.170 --> 02:28:32.610
his personal stuff. That's all I'm asking for.

02:28:33.629 --> 02:28:36.350
And then the coercive stuff, because I think

02:28:36.350 --> 02:28:38.850
you hit upon a good point with respect to the

02:28:38.850 --> 02:28:42.190
orders. I'm getting a little bit out of, this

02:28:42.190 --> 02:28:44.290
is probably as good a time as any. I don't think

02:28:44.290 --> 02:28:47.110
your honor has the authority to be ordering people

02:28:47.110 --> 02:28:49.610
to do X. You can punish people for not doing

02:28:49.610 --> 02:28:52.829
X, but telling people you have to go do, you

02:28:52.829 --> 02:28:55.930
have to sign documents or you have to do whatever.

02:28:56.250 --> 02:28:59.190
I think that's problematic, and I think that

02:28:59.809 --> 02:29:01.750
The easiest way to deal with that, or what I

02:29:01.750 --> 02:29:04.190
would typically see, is that if you feel like

02:29:04.190 --> 02:29:05.850
there's been a violation of the state, you'd

02:29:05.850 --> 02:29:09.110
make those findings, and then there's an opportunity

02:29:09.110 --> 02:29:13.090
to purge that contempt, right? That's at least

02:29:13.090 --> 02:29:16.030
the normal way that I would see it. So whether

02:29:16.030 --> 02:29:18.190
we do it that way, or whether we do it the way

02:29:18.190 --> 02:29:20.190
Mr. Keenan suggests, which is providing a roadmap,

02:29:20.290 --> 02:29:24.389
which I'm not hostile to, not, I think it gives

02:29:24.389 --> 02:29:27.409
clear direction, because otherwise, I think you're

02:29:27.409 --> 02:29:29.709
left with a very unclear issue of what is it

02:29:29.709 --> 02:29:31.690
he's supposed to do. I'll give you a great example,

02:29:31.870 --> 02:29:33.930
Your Honor. Let's look at the proposed order

02:29:33.930 --> 02:29:41.309
in paragraph 4E. This is just an example. I'm

02:29:41.309 --> 02:29:44.670
sure they'll fix it on their next round. But

02:29:44.670 --> 02:29:47.590
what they want Mr. Albor to do, or to greet you,

02:29:47.670 --> 02:29:50.809
is to send emails or similar communications informing

02:29:50.809 --> 02:29:53.840
substance reasonably acceptable to CRO. to their

02:29:53.840 --> 02:29:55.780
vendors, suppliers, and other business partners

02:29:55.780 --> 02:29:58.680
or stakeholders as a CRO may reasonably designate

02:29:58.680 --> 02:30:01.159
and copy the CRO in such persons as he designates

02:30:01.159 --> 02:30:03.579
on such emails and communications. So my first

02:30:03.579 --> 02:30:08.159
question is to say what? To do what? That's a

02:30:08.159 --> 02:30:10.520
really open -ended thing. And so what I worry

02:30:10.520 --> 02:30:12.420
about is an order like this, Your Honor, where

02:30:12.420 --> 02:30:15.200
we haven't agreed to what those parameters are,

02:30:15.700 --> 02:30:18.399
is simply, it's just a trap, Your Honor. And

02:30:18.399 --> 02:30:22.309
I just don't think it's appropriate. But anyway,

02:30:22.309 --> 02:30:30.950
so let me get back into here. So, you know, the

02:30:30.950 --> 02:30:32.629
note holders have argued that they didn't violate

02:30:32.629 --> 02:30:35.370
the stay because the precautionary impact, the

02:30:35.370 --> 02:30:37.430
precautionary measures didn't impact their ability

02:30:37.430 --> 02:30:39.149
to take control of these shares. You heard that

02:30:39.149 --> 02:30:42.569
a little bit more today. But Mr. Oskos testified

02:30:42.569 --> 02:30:45.049
that the trust is a Mexican warranty trust, there

02:30:45.049 --> 02:30:47.409
is not a full transfer of ownership, and the

02:30:47.409 --> 02:30:49.270
required default procedures weren't properly

02:30:49.270 --> 02:30:51.799
followed. And even if the no -holders believe

02:30:51.799 --> 02:30:54.459
that the Concurso Mercantile was improperly filed,

02:30:55.000 --> 02:30:57.120
that did not excuse their obligation to respect

02:30:57.120 --> 02:30:58.959
the precautionary measures, much like we're hearing

02:30:58.959 --> 02:31:01.600
today, Your Honor. If there's a stay in place,

02:31:01.799 --> 02:31:04.379
it's in place. The interesting thing in the Concurso

02:31:04.379 --> 02:31:06.860
Mercantile that I find anyway is that unlike

02:31:06.860 --> 02:31:09.000
here where you have an immediate stay, and you

02:31:09.000 --> 02:31:11.760
know, we get these fire filings all the time

02:31:11.760 --> 02:31:14.040
where you get in just to get the stay, just to

02:31:14.040 --> 02:31:16.079
stop everything, to get your breathing room.

02:31:16.260 --> 02:31:19.190
It's not that way in Mexico. There was a gap

02:31:19.190 --> 02:31:23.409
between December 30th, 2024, and then January

02:31:23.409 --> 02:31:27.909
28th. And during that time, just massive amounts

02:31:27.909 --> 02:31:29.889
of documents have to be provided to the Concurso

02:31:29.889 --> 02:31:33.729
Mercantile Court to ensure to the Concurso Mercantile

02:31:33.729 --> 02:31:36.329
Court's satisfaction that it is a validly filed

02:31:36.329 --> 02:31:39.229
debtor. It's a little bit different. And then

02:31:39.229 --> 02:31:41.409
it issues the precautionary measures, and that's

02:31:41.409 --> 02:31:44.090
what happened here, Your Honor. So I don't want

02:31:44.090 --> 02:31:47.729
to lose sight of the fact that, you know, It's

02:31:47.729 --> 02:31:49.790
called something different, but I think it has

02:31:49.790 --> 02:31:52.770
a similar intent and it started there first and

02:31:52.770 --> 02:31:55.510
so In my view when you talk about original sin

02:31:55.510 --> 02:31:58.049
and why this is a little bit of a different situation

02:31:58.049 --> 02:31:59.930
I'm not saying to say that the state doesn't

02:31:59.930 --> 02:32:03.370
apply I think it requires some kit gloves with

02:32:03.370 --> 02:32:05.870
respect to how to resolve this dispute between

02:32:05.870 --> 02:32:09.610
these parties. There's obviously emotion, you

02:32:09.610 --> 02:32:13.670
know to varying levels your honor But at least

02:32:13.670 --> 02:32:16.090
from my perspective, as you know, I didn't know

02:32:16.090 --> 02:32:18.850
these people before I got involved. And I try

02:32:18.850 --> 02:32:21.309
to look at things objectively, too. I try to

02:32:21.309 --> 02:32:23.549
look at how do we move forward and get to a position

02:32:23.549 --> 02:32:27.190
where all parties are going to feel like justice

02:32:27.190 --> 02:32:28.870
has been done, at least with respect to their

02:32:28.870 --> 02:32:32.909
rights. They can disagree about a lot of things,

02:32:33.469 --> 02:32:35.909
but having things imposed on them when they don't

02:32:35.909 --> 02:32:39.110
have an ability to say anything back or to have

02:32:39.110 --> 02:32:41.700
these open -ended provisions requiring them to

02:32:41.700 --> 02:32:43.700
do things that don't say anything other than,

02:32:43.760 --> 02:32:48.000
in my view, a trap is difficult. And while I

02:32:48.000 --> 02:32:49.739
say while the debtors have been successful in

02:32:49.739 --> 02:32:51.799
getting control the doors bank accounts locked,

02:32:52.760 --> 02:32:56.760
Mr. Albor does acknowledge this reality. But

02:32:56.760 --> 02:32:59.719
he does still remain willing to cooperate, providing

02:32:59.719 --> 02:33:02.360
electronic records, and allow access to physical

02:33:02.360 --> 02:33:04.319
records, so long as appropriate safeguards to

02:33:04.319 --> 02:33:06.040
protect his personal and non -debtor records

02:33:06.040 --> 02:33:13.930
are in there. And just trying to not go over

02:33:13.930 --> 02:33:18.170
the same things twice. But let's talk about comedy

02:33:18.170 --> 02:33:21.329
for a second, Your Honor. I think we're a little

02:33:21.329 --> 02:33:23.489
bit beyond it, but I do want to talk about it

02:33:23.489 --> 02:33:28.329
for just a minute. I heard it said on by Council,

02:33:28.350 --> 02:33:30.129
and I can't remember which one at the moment,

02:33:30.510 --> 02:33:33.329
but they said that we were demanding the comedy

02:33:33.329 --> 02:33:36.270
be applied. We said in our papers, Your Honor,

02:33:36.389 --> 02:33:39.440
that we acknowledge as we must. that comedy is

02:33:39.440 --> 02:33:42.319
a doctrine that is something that the court can

02:33:42.319 --> 02:33:45.180
consider, that you're not compelled to do anything.

02:33:45.959 --> 02:33:48.479
We were clear about that. But what we said was

02:33:48.479 --> 02:33:50.979
we believe these factors augur in favor of you

02:33:50.979 --> 02:33:55.420
doing so. That's what we said. And it's up to

02:33:55.420 --> 02:33:57.680
the court to decide what it wants to do at that

02:33:57.680 --> 02:34:00.940
point. And the reason why, Your Honor, and I

02:34:00.940 --> 02:34:04.040
think Mr. Oscoe's kind of exemplified... The

02:34:04.040 --> 02:34:06.559
problem in his testimony, and you actually mentioned

02:34:06.559 --> 02:34:08.100
it a little bit earlier when you talk about I

02:34:08.100 --> 02:34:10.219
can enter any order I want, but what's the effect

02:34:10.219 --> 02:34:13.840
of that? If we have an issue where there's a

02:34:13.840 --> 02:34:16.200
question of whether your order is going to be

02:34:16.200 --> 02:34:19.319
accepted in Mexico because of these issues, then

02:34:19.319 --> 02:34:22.040
that causes a real problem for Mr. Albor, right?

02:34:22.520 --> 02:34:25.600
Because Mexico courts say that this is not something

02:34:25.600 --> 02:34:28.139
we have to listen to, but yet... If he subjected

02:34:28.139 --> 02:34:30.379
himself to the personal jurisdiction of the court

02:34:30.379 --> 02:34:32.100
here because of business in the United States

02:34:32.100 --> 02:34:34.000
or whatever, he's caught between a civil and

02:34:34.000 --> 02:34:38.760
caribidus. He's forced to comply and give up

02:34:38.760 --> 02:34:42.159
rights that he might otherwise have. And so that

02:34:42.159 --> 02:34:44.540
to me is something that just requires some kid

02:34:44.540 --> 02:34:46.940
gloves and not simply just smashing him and saying,

02:34:47.379 --> 02:34:49.799
you violated the stay. It's willful. And now

02:34:49.799 --> 02:34:53.659
we're going to not only deal with damages, which

02:34:53.659 --> 02:34:56.079
by the way, Your Honor, They're referring to

02:34:56.079 --> 02:34:58.159
damages going back to when we don't have any

02:34:58.159 --> 02:35:00.260
evidence of that They were gonna have to get

02:35:00.260 --> 02:35:02.299
an investment banker. Anyway, are they claiming

02:35:02.299 --> 02:35:04.719
that they were gonna have to give a dip loan

02:35:04.719 --> 02:35:08.399
to protect their Pitch You know their pre -petition

02:35:08.399 --> 02:35:12.000
debt anyway Some of us have been doing this a

02:35:12.000 --> 02:35:14.020
long time. We know what roll -ups are We know

02:35:14.020 --> 02:35:16.239
what they're gonna do to protect their stake

02:35:16.239 --> 02:35:18.280
and a bankruptcy. They were gonna do that Anyway,

02:35:18.579 --> 02:35:20.579
I haven't had a chance to take any discovery

02:35:20.579 --> 02:35:24.579
about what these particular Charges were for

02:35:24.579 --> 02:35:27.479
so I think it's a little bit premature and I

02:35:27.479 --> 02:35:29.260
think I understood mr. Keenan at least to be

02:35:29.260 --> 02:35:33.200
saying he wants a hearing later Maybe but if

02:35:33.200 --> 02:35:35.700
we do that I need to take discovery with respect

02:35:35.700 --> 02:35:38.420
to that just like we would in any other the issue

02:35:38.420 --> 02:35:41.299
And that that would be all I would ask for there

02:35:41.299 --> 02:35:45.360
But the one thing I did want to mention and I

02:35:45.360 --> 02:35:47.659
think it was brought up by mr. Keenan and his

02:35:47.659 --> 02:35:51.290
presentation is I think it is important to point

02:35:51.290 --> 02:35:54.069
out the security agreements are governed by Mexican

02:35:54.069 --> 02:35:57.389
law, right? And we had brought up the specific

02:35:57.389 --> 02:36:00.649
language section 909 in the pledge agreement

02:36:00.649 --> 02:36:04.489
that said, for all matters relating to the interpretation

02:36:04.489 --> 02:36:07.309
and performances of this agreement, the parties

02:36:07.309 --> 02:36:10.430
hereby expressly and irrevocably submit to the

02:36:10.430 --> 02:36:13.590
applicable laws of Mexico and to the jurisdiction

02:36:13.590 --> 02:36:17.270
of the competent courts of Mexico City and expressly

02:36:17.309 --> 02:36:20.149
and irrevocably waive any other jurisdiction

02:36:20.149 --> 02:36:23.049
that may correspond to them by virtue of their

02:36:23.049 --> 02:36:26.170
respective present or future domiciles, the location

02:36:26.170 --> 02:36:28.469
of their assets, or for any other reason. I think

02:36:28.469 --> 02:36:48.170
that's pretty clear. agreement or the guarantee

02:36:48.170 --> 02:36:50.510
agreement, I think it was an exhibit. I think

02:36:50.510 --> 02:36:52.309
it was one of ours, Your Honor, and it might

02:36:52.309 --> 02:36:54.790
have been a composite where it's probably behind

02:36:54.790 --> 02:36:56.969
a sheet right behind the Mexican version or the

02:36:56.969 --> 02:36:59.129
Spanish version. But if you don't have that,

02:36:59.209 --> 02:37:00.729
Your Honor, we'll be happy to provide you with

02:37:00.729 --> 02:37:02.350
that. Someone could just tell me what document

02:37:02.350 --> 02:37:06.510
it is. When we get done there, I can get that

02:37:06.510 --> 02:37:09.129
for you, Your Honor. So, Your Honor, this isn't

02:37:09.129 --> 02:37:11.090
a question of the court validating foreign rights.

02:37:11.510 --> 02:37:13.170
It's a matter of respecting the jurisdiction

02:37:13.170 --> 02:37:15.510
of a sovereign court with primary and plenary

02:37:15.510 --> 02:37:19.229
authority over domestic Mexican entity. And as

02:37:19.229 --> 02:37:23.809
Mr. Alborz's expert, Mr. Oskos, has opined, Mexican

02:37:23.809 --> 02:37:27.430
courts, not a New York law, choice of law provision,

02:37:28.629 --> 02:37:30.629
and a no purchase agreement control the corporate

02:37:30.629 --> 02:37:33.850
governance under lex societatis principle. I

02:37:33.850 --> 02:37:35.389
don't remember what that means, but that's what

02:37:35.389 --> 02:37:38.790
he said. Your Honor, the debtors argue in their

02:37:38.790 --> 02:37:41.790
motions. that expedited relief was required because

02:37:41.790 --> 02:37:45.069
of the threat of immediate and irreparable harm

02:37:45.069 --> 02:37:49.489
to the marine animals. And you heard the testimony,

02:37:49.530 --> 02:37:51.530
Mr. Strong and Wackstaff did testify that they

02:37:51.530 --> 02:37:54.270
were taking care of their dolphins and feeding

02:37:54.270 --> 02:37:58.649
or paying their employees. You've also heard

02:37:58.649 --> 02:38:01.389
this tragic issue with respect to the dolphin

02:38:01.389 --> 02:38:06.090
Samira under their watch. It may be, but they're

02:38:06.090 --> 02:38:08.450
not getting, the vet is not communicating with

02:38:08.450 --> 02:38:12.040
them. And that's an issue. I don't understand

02:38:12.040 --> 02:38:16.579
that at all. Why that has to be an issue. To

02:38:16.579 --> 02:38:23.180
me, I accept that Mr. Albor is concerned about

02:38:23.180 --> 02:38:25.379
his business. He cares about animal welfare.

02:38:26.139 --> 02:38:28.659
And in that event, differences have to be put

02:38:28.659 --> 02:38:31.360
aside. And that vet needs to be communicating

02:38:31.360 --> 02:38:34.360
directly with Mr. Strom. I don't understand that.

02:38:34.360 --> 02:38:36.100
So, Your Honor, in the exhibits that you've got

02:38:36.100 --> 02:38:42.209
today, and I believe it is... for the continued

02:38:42.209 --> 02:38:45.030
hearing. This is just a point to it, Your Honor.

02:38:49.709 --> 02:39:02.510
I think you go to tab K. If you look at tab K,

02:39:02.629 --> 02:39:05.930
you'll see on the top, below it is the first

02:39:05.930 --> 02:39:08.729
email you'll see from Robert Wagstaff to Guillermo

02:39:08.729 --> 02:39:12.569
Sanchez. where he wants to talk at the earliest

02:39:12.569 --> 02:39:16.069
convenience. And then you'll see below that there's

02:39:16.069 --> 02:39:19.389
emails from Guillermo to Edwin and some other,

02:39:19.489 --> 02:39:25.389
Kelly Fischbach and Eduardo with respect to the

02:39:25.389 --> 02:39:28.950
report. And you'll also see in the Robert Waxhack

02:39:28.950 --> 02:39:31.450
email to Guillermo Sanchez, you'll see some other

02:39:31.450 --> 02:39:35.290
people. I don't know who they are, but Michael

02:39:35.290 --> 02:39:38.469
Flinnit, Riveron and Steven, oh, that's Steven

02:39:38.469 --> 02:39:40.799
Strom, okay. But in any event, you'll see their

02:39:40.799 --> 02:39:43.639
direct communication between the Chief Veterinary

02:39:43.639 --> 02:39:48.979
Officer and Mr. Wagstaff, the CRO. So. And that's

02:39:48.979 --> 02:39:51.340
going to continue. That will have to continue.

02:39:51.700 --> 02:39:54.600
We concede that point. Remember, Your Honor,

02:39:54.639 --> 02:39:59.000
I'm trying to navigate some real hard issues

02:39:59.000 --> 02:40:02.920
here to get practical resolution to this dispute.

02:40:03.360 --> 02:40:05.840
That's really what I'm trying to do. But that

02:40:05.840 --> 02:40:10.260
will have to continue. I will say that the only

02:40:10.260 --> 02:40:12.079
thing I reference with respect to what happened

02:40:12.079 --> 02:40:14.780
before is typically this chief veterinary officer

02:40:14.780 --> 02:40:18.260
talks with the veterinary staff at the individual

02:40:18.260 --> 02:40:20.959
parks and Edwin is supposedly, from what I understand,

02:40:21.079 --> 02:40:23.059
in charge of those U .S. parks so he's involved

02:40:23.059 --> 02:40:25.680
with those communications too. But going forward,

02:40:25.799 --> 02:40:28.719
just as you see here, there's communication going

02:40:28.719 --> 02:40:30.920
on with Mr. Wagstaff and I will represent it

02:40:30.920 --> 02:40:32.620
well because it has to continue, Your Honor.

02:40:42.479 --> 02:40:49.579
I'm just trying to speed this up. So in context,

02:40:49.680 --> 02:40:51.520
Your Honor, and I think this is more with respect

02:40:51.520 --> 02:40:55.340
to dealing with these issues of trying to sanction

02:40:55.340 --> 02:41:00.200
or be punitive to Mr. Albor. Number one, he has

02:41:00.200 --> 02:41:02.120
ensured that his employees have been paid throughout

02:41:02.120 --> 02:41:03.920
all the parks in Mexico, which there are a lot,

02:41:04.000 --> 02:41:06.420
as you've heard. He has been making sure his

02:41:06.420 --> 02:41:08.500
marine animals have been paid. None have died.

02:41:09.110 --> 02:41:11.389
And he's cooperated with the debtors in providing

02:41:11.389 --> 02:41:13.930
documents and access consistent with his obligations

02:41:13.930 --> 02:41:17.350
under 542e and is committed to continuing to

02:41:17.350 --> 02:41:20.110
do so. And I will be pushing him to do that,

02:41:20.190 --> 02:41:23.409
your honor. And to the extent document deficiency

02:41:23.409 --> 02:41:25.870
exists, I would hope and expect that council

02:41:25.870 --> 02:41:28.049
would let me know so that I can intervene and

02:41:28.049 --> 02:41:30.489
do something about that. And I'll give you a

02:41:30.489 --> 02:41:32.870
perfect example. With respect to this issue,

02:41:32.909 --> 02:41:35.510
with respect to the blocking of the chief veterinary

02:41:35.510 --> 02:41:39.219
officer, I got an email last week. from debtor's

02:41:39.219 --> 02:41:41.760
council saying that he's continuing to block

02:41:41.760 --> 02:41:45.299
the chief attorney officer from talking from

02:41:45.299 --> 02:41:48.079
where we're on staff. I immediately wrote back

02:41:48.079 --> 02:41:51.299
and said, who tried to contact him? Because when

02:41:51.299 --> 02:41:53.379
I talked to Mr. Albor and said, what are you

02:41:53.379 --> 02:41:54.639
doing? You can imagine what I did, Your Honor.

02:41:55.000 --> 02:41:56.520
You don't have to have a lot of imagination.

02:41:57.200 --> 02:41:59.000
I immediately go to my client like, what are

02:41:59.000 --> 02:42:03.469
you doing? And he was emphatic that he is talking

02:42:03.469 --> 02:42:05.770
to the chief veterinary officer. The chief veterinary

02:42:05.770 --> 02:42:08.649
officer is talking through his reports and also

02:42:08.649 --> 02:42:10.950
with respect to Mr. Gonzalez with the individual

02:42:10.950 --> 02:42:13.049
parks. That's always the way it's been done.

02:42:14.370 --> 02:42:16.370
Our understanding is Mr. Gonzalez works for the

02:42:16.370 --> 02:42:18.329
River on People. So whatever's happening at that

02:42:18.329 --> 02:42:20.629
level, I don't know, but I can tell you the response

02:42:20.629 --> 02:42:25.329
from Mr. Albuquerque. So I said, when was the

02:42:25.329 --> 02:42:28.909
contact attempted? What was said? Who was it

02:42:28.909 --> 02:42:30.790
that did it so that I can address it? Because

02:42:30.790 --> 02:42:35.229
if somebody is doing that with respect to Mr.

02:42:35.469 --> 02:42:37.870
Albor or his staff anywhere down the line, we

02:42:37.870 --> 02:42:40.909
needed to stop it. I did not get a response to

02:42:40.909 --> 02:42:43.329
that, Your Honor. And I tried to explain the

02:42:43.329 --> 02:42:46.209
reason why I wanted that information was because

02:42:46.209 --> 02:42:49.229
I'm trying to deal with issues as they come up

02:42:49.229 --> 02:42:52.690
because that's my job. And I don't think playing

02:42:52.690 --> 02:42:56.540
gotcha helps anybody. And that's how I feel about

02:42:56.540 --> 02:42:58.360
these sort of things. If you've got a problem,

02:42:58.659 --> 02:43:01.180
or there's non -compliance, or I find out that

02:43:01.180 --> 02:43:03.540
my client is telling me something, but I'm hearing

02:43:03.540 --> 02:43:05.139
that something else is going on, we're going

02:43:05.139 --> 02:43:07.420
to have a Come to Jesus meeting. We have to.

02:43:08.379 --> 02:43:10.840
But I've got to know what's going on. I can't

02:43:10.840 --> 02:43:13.440
act on it if I don't know about it. So I'm just

02:43:13.440 --> 02:43:15.399
pointing out that that has got to be the process

02:43:15.399 --> 02:43:18.000
going forward. If there's an issue, I need to

02:43:18.000 --> 02:43:20.639
know about it so that I can address it. Because

02:43:20.639 --> 02:43:23.159
Mr. Albor has committed to me. that he wants

02:43:23.159 --> 02:43:25.360
to try to work to these issues cooperatively

02:43:25.360 --> 02:43:28.100
as best he can, but also preserve his rights,

02:43:28.719 --> 02:43:32.299
which brings us to the issue of certainly the

02:43:32.299 --> 02:43:36.319
stay. Now, I would argue, Your Honor, you've

02:43:36.319 --> 02:43:38.340
already heard that they want him to withdraw

02:43:38.340 --> 02:43:40.899
his filings. I don't think that's appropriate.

02:43:41.319 --> 02:43:43.219
I do think he should be able to defend himself

02:43:43.219 --> 02:43:45.620
from actions where they're taking this order

02:43:45.620 --> 02:43:48.920
and forcing on him to do things, and it's not

02:43:48.920 --> 02:43:51.399
fair that he can't defend himself. So I would

02:43:51.399 --> 02:43:54.680
say, Your Honor, There's nothing before you or

02:43:54.680 --> 02:43:56.739
there's nothing in a motion for stay -relief

02:43:56.739 --> 02:43:58.200
that you're gonna see that's any different from

02:43:58.200 --> 02:44:01.719
what you've seen already and To the extent that

02:44:01.719 --> 02:44:04.760
that your honor is willing to entertain it I

02:44:04.760 --> 02:44:06.700
would make an or a tennis motion to allow him

02:44:06.700 --> 02:44:11.219
to at least proceed with his personal His personal

02:44:11.219 --> 02:44:14.459
and paros those issues with respect to his constitutional

02:44:14.459 --> 02:44:17.120
rights I'm not suggesting that he has the right

02:44:17.120 --> 02:44:19.020
to do anything for controller Dora Dolphin once

02:44:19.020 --> 02:44:21.139
they take control But I do think you should be

02:44:21.139 --> 02:44:23.409
able to defend himself From those particular

02:44:23.409 --> 02:44:25.790
actions because otherwise he just sit there and

02:44:25.790 --> 02:44:27.370
getting pummeled and he's not allowed to do anything

02:44:27.370 --> 02:44:30.149
in return And I don't think that's really fair

02:44:30.149 --> 02:44:39.629
To see And also with respect to mr. Albor status,

02:44:39.850 --> 02:44:41.129
okay I think it's kind of important to point

02:44:41.129 --> 02:44:43.629
out they refer to him as being like a point zero

02:44:43.629 --> 02:44:46.909
zero three interest holder of control adored

02:44:46.909 --> 02:44:49.469
often But there's two things I want to point

02:44:49.469 --> 02:44:53.079
out about that number one Mr. Albor was not acting

02:44:53.079 --> 02:44:55.540
as a point zero zero three minority shareholder

02:44:55.540 --> 02:44:57.520
with his actions He was acting as a CEO of a

02:44:57.520 --> 02:44:59.799
company with a board that he's responsible to

02:44:59.799 --> 02:45:04.020
so Number one number two with respect to his

02:45:04.020 --> 02:45:07.100
status all the way up at the TDC parent level

02:45:07.100 --> 02:45:09.719
where you heard you actually heard Council talk

02:45:09.719 --> 02:45:11.959
about the other shareholders that they have fifty

02:45:11.959 --> 02:45:14.120
seven percent. Mr. Albor is the single largest

02:45:14.120 --> 02:45:17.559
shareholder at the TTC level and remains so today

02:45:17.970 --> 02:45:20.870
So it's not like he has no interest in the success

02:45:20.870 --> 02:45:25.229
of these particular operations. The issue has

02:45:25.229 --> 02:45:27.489
always been one of control and that he was being

02:45:27.489 --> 02:45:30.309
forced to seek control. And as we talked about,

02:45:30.350 --> 02:45:31.790
I think, in one of the earlier hearings, Your

02:45:31.790 --> 02:45:35.450
Honor, the issue for him was that late into the

02:45:35.450 --> 02:45:37.549
game with respect to the negotiations, they demanded

02:45:37.549 --> 02:45:41.409
that he have to resign or go away from management.

02:45:42.170 --> 02:45:44.190
He took it to the board. The board has questions.

02:45:44.190 --> 02:45:47.760
And at that point in what he tells me, communication

02:45:47.760 --> 02:45:50.920
ceased. So he didn't even give them a no. He

02:45:50.920 --> 02:45:52.879
said that the board had questions about that,

02:45:53.100 --> 02:45:54.959
had an issue with respect to the corporate governance

02:45:54.959 --> 02:45:57.260
and needed to talk through it further. But I

02:45:57.260 --> 02:45:58.979
think the financials were pretty much agreed

02:45:58.979 --> 02:46:00.840
to. Although there were some blanks. I understand

02:46:00.840 --> 02:46:02.659
there were blanks on terms, interest rates, things

02:46:02.659 --> 02:46:05.459
like that. But a lot of that had gotten there.

02:46:06.219 --> 02:46:09.639
So I think it's important to understand that

02:46:09.639 --> 02:46:13.790
context, Your Honor, and I think... I'm not in

02:46:13.790 --> 02:46:15.649
any way suggesting that the note holders don't

02:46:15.649 --> 02:46:17.510
have a right to get paid back their money. I

02:46:17.510 --> 02:46:20.430
represent creditors all the time, okay? And I'm

02:46:20.430 --> 02:46:22.850
not suggesting that they did not try on some

02:46:22.850 --> 02:46:25.329
level to get compliance with the terms that they

02:46:25.329 --> 02:46:28.290
wanted. I'm simply stating a fact that they didn't

02:46:28.290 --> 02:46:31.569
get there. And ascribing blame one way or the

02:46:31.569 --> 02:46:33.409
other to he said, she said, I don't think it's

02:46:33.409 --> 02:46:36.409
helpful at this point, but I wanted to give context

02:46:36.409 --> 02:46:40.149
for the intent in his mind, which I will concede

02:46:40.149 --> 02:46:43.260
the state doesn't care about your intent. I know

02:46:43.260 --> 02:46:45.840
the law on that, Your Honor. That's not really

02:46:45.840 --> 02:46:48.200
what this issue has been about and the narrow

02:46:48.200 --> 02:46:51.360
lane that I've been trying to show the court

02:46:51.360 --> 02:46:54.059
because I realize the complexities and I'm trying

02:46:54.059 --> 02:46:56.260
to get us to a point where we can get an order

02:46:56.260 --> 02:46:59.100
that we can all live with. And I think the easiest

02:46:59.100 --> 02:47:01.979
way to do that at this point is if we have an

02:47:01.979 --> 02:47:05.200
opportunity to take the order and we can put

02:47:05.200 --> 02:47:07.799
in some provisions, see where we go with that.

02:47:08.000 --> 02:47:09.840
And when we disagree, we give it to Your Honor

02:47:09.840 --> 02:47:12.569
as a competing order. At least that's what I

02:47:12.569 --> 02:47:14.870
typically do in Florida. And then you have the

02:47:14.870 --> 02:47:17.750
ability to put in what you believe is appropriate.

02:47:18.850 --> 02:47:21.149
I'm just going to shift to my just responses

02:47:21.149 --> 02:47:23.350
about some of the things that I heard in the

02:47:23.350 --> 02:47:27.469
other arguments. There was a comment made by

02:47:27.469 --> 02:47:31.110
Gettys Council, for example, about the Barajas

02:47:31.110 --> 02:47:32.829
Declaration. You've heard of that a lot. There's

02:47:32.829 --> 02:47:35.290
this admission by Mr. Barajas that the April

02:47:35.290 --> 02:47:39.049
4th order was effective. In that very same declaration,

02:47:39.090 --> 02:47:41.620
Your Honor. It says that the April 10th, what

02:47:41.620 --> 02:47:43.959
they refer to the April 11th, was effective too

02:47:43.959 --> 02:47:46.719
at that point. They were both ex parte orders

02:47:46.719 --> 02:47:49.340
obtained from the same court, and he was simply

02:47:49.340 --> 02:47:52.959
stating that what was at play at that time was

02:47:52.959 --> 02:47:55.340
that both of them were effective. So it's a little,

02:47:55.479 --> 02:47:57.700
you know, I don't want to say disingenuous, but

02:47:57.700 --> 02:48:00.600
it's not quite the full story to say that we

02:48:00.600 --> 02:48:02.680
conceded that the April 4th order was effective.

02:48:02.719 --> 02:48:07.840
Both of them were. So that's that. I will agree

02:48:07.840 --> 02:48:09.879
that we have not asked this court to determine

02:48:09.879 --> 02:48:11.780
anything about Mexican law. In fact, we've been

02:48:11.780 --> 02:48:13.700
very clear. We think the Mexican courts need

02:48:13.700 --> 02:48:20.260
to deal with Mexican law. Oh, and there's just

02:48:20.260 --> 02:48:24.920
an interesting thing with respect to the NPA

02:48:24.920 --> 02:48:27.200
had some section in it that said that there was

02:48:27.200 --> 02:48:32.159
a lease until 2030. We don't have it in the evidence

02:48:32.159 --> 02:48:35.879
before us. Why that is? I could explain to you

02:48:35.879 --> 02:48:37.700
at least what's been told to me, but I will tell

02:48:37.700 --> 02:48:41.920
you at the end that didn't happen. And there

02:48:41.920 --> 02:48:43.920
was a, and because of the fact that they were

02:48:43.920 --> 02:48:46.319
in such financial distress. So what happened

02:48:46.319 --> 02:48:49.059
was the leases, the two leases, and I have provided

02:48:49.059 --> 02:48:51.239
them to debtors council both in Spanish and English.

02:48:51.520 --> 02:48:53.319
I did not provide them to you because evidence

02:48:53.319 --> 02:48:57.520
is closed. But they're very clear that the termination

02:48:57.520 --> 02:49:01.920
ended in December of 2024 with no renewals, no

02:49:01.920 --> 02:49:04.110
anything like that. There may be an issue with

02:49:04.110 --> 02:49:06.489
respect to whether there is some kind of holdover

02:49:06.489 --> 02:49:08.389
tenancy or something like that under Kintana

02:49:08.389 --> 02:49:11.649
Rood law. But I don't think there's any law anywhere

02:49:11.649 --> 02:49:13.530
that says you can hold over and not pay rent.

02:49:14.090 --> 02:49:16.829
And no rent's been paid. So that is an issue

02:49:16.829 --> 02:49:18.489
that will have to be addressed to the extent

02:49:18.489 --> 02:49:20.950
that they want to stay in that building or do

02:49:20.950 --> 02:49:23.309
whatever. And I'm not even sure that's available.

02:49:23.469 --> 02:49:26.370
I'm just simply pointing out the fact that those

02:49:26.370 --> 02:49:32.489
leases are pretty clear on that point. And there

02:49:32.489 --> 02:49:35.450
was a comment made that access was flatly rejected.

02:49:35.549 --> 02:49:38.229
Not true, Your Honor. We have said over and over

02:49:38.229 --> 02:49:40.290
again, both in our papers, both in our communications

02:49:40.290 --> 02:49:44.270
with counsel, that we would allow for supervised

02:49:44.270 --> 02:49:49.069
access such that Mr. Albor's personal documents

02:49:49.069 --> 02:49:51.850
are protected. We'd also talked about reasonable

02:49:51.850 --> 02:49:54.090
hours, you know, because we're going to need

02:49:54.090 --> 02:49:58.549
to be there too, because it is not a possessor

02:49:58.549 --> 02:50:00.450
interest of the debtor. That doesn't mean the

02:50:00.450 --> 02:50:02.520
books and records aren't. What I'm saying is

02:50:02.520 --> 02:50:04.200
if you want to get into that space to look at

02:50:04.200 --> 02:50:06.860
that stuff, just like with any other issue with

02:50:06.860 --> 02:50:08.379
respect to books and records that you want to

02:50:08.379 --> 02:50:12.079
copy or access and view, that you do under 2004,

02:50:12.139 --> 02:50:14.879
for example, you're going to have to figure out

02:50:14.879 --> 02:50:16.299
when you're going to do that. You don't just

02:50:16.299 --> 02:50:18.780
show up any time. But isn't it kind of a daily

02:50:18.780 --> 02:50:22.360
need? Yeah, it could be, Your Honor, but people

02:50:22.360 --> 02:50:24.399
will be there. But we need to at least spell

02:50:24.399 --> 02:50:26.799
that out during working hours. That would work,

02:50:26.799 --> 02:50:30.649
right? But we can put that in. And I would like

02:50:30.649 --> 02:50:36.430
the opportunity to do that. I'm just reading

02:50:36.430 --> 02:50:37.489
through real quick because some of the stuff

02:50:37.489 --> 02:50:40.510
I've already talked about. Oh, there was a comment

02:50:40.510 --> 02:50:42.549
made that when they came into the case, that

02:50:42.549 --> 02:50:45.649
they had no records and no books. That was the

02:50:45.649 --> 02:50:48.569
definitive statement they said. But the testimony

02:50:48.569 --> 02:50:52.430
of Mr. Albor, and in fact, Mr. Strom and Mr.

02:50:52.629 --> 02:50:55.090
Wagstaff at their depositions, is that there

02:50:55.090 --> 02:50:58.559
are books and records at the actual sites where

02:50:58.559 --> 02:51:02.159
the dolphins are. They say they don't know what

02:51:02.159 --> 02:51:04.299
they don't know, that there might be other stuff.

02:51:04.959 --> 02:51:07.440
But they certainly have some records. So to say

02:51:07.440 --> 02:51:09.659
that they have no records is just not true, and

02:51:09.659 --> 02:51:11.639
it's belied by the evidence before the court.

02:51:15.559 --> 02:51:21.280
And we're trying to provide more. We already

02:51:21.280 --> 02:51:23.040
talked about the issues that we have with the

02:51:23.040 --> 02:51:35.209
proposed order. Yeah, the other issue your honor

02:51:35.209 --> 02:51:37.930
is look I think I think it behooves everyone

02:51:37.930 --> 02:51:40.049
especially with the high burn rate of this case

02:51:40.049 --> 02:51:43.909
Is that if we can? If we can get a process together

02:51:43.909 --> 02:51:45.969
where we can agree on the majority of the provisions

02:51:45.969 --> 02:51:47.469
that we have in there And then maybe come to

02:51:47.469 --> 02:51:49.610
the court for those that don't it makes a lot

02:51:49.610 --> 02:51:51.309
less likely that that's the kind of order that

02:51:51.309 --> 02:51:54.190
would be appealed and cause Costs to continue

02:51:54.190 --> 02:51:56.450
and going forward people don't get to appeal

02:51:56.450 --> 02:51:59.629
what they agree to So I think giving them at

02:51:59.629 --> 02:52:02.930
least an opportunity For the parties to try to

02:52:02.930 --> 02:52:04.510
come up with something and allow you to call

02:52:04.510 --> 02:52:06.629
the balls and strikes on what we don't I think

02:52:06.629 --> 02:52:09.290
is a probably pragmatic approach not suggesting

02:52:09.290 --> 02:52:10.850
what you should or shouldn't do I'm just simply

02:52:10.850 --> 02:52:13.049
saying that's something that I would offer might

02:52:13.049 --> 02:52:16.690
be a way to do it Because right now the order

02:52:16.690 --> 02:52:19.110
that at least the way it's currently drafted

02:52:19.110 --> 02:52:22.469
There's no way he doesn't violate it on day one

02:52:22.469 --> 02:52:24.909
because it's just vague and it requires him to

02:52:24.909 --> 02:52:26.729
do things I don't think the court has the authority

02:52:26.729 --> 02:52:39.799
to do Almost done. And just by way of response,

02:52:41.200 --> 02:52:44.000
Mr. Keenan gave some explanation about what he

02:52:44.000 --> 02:52:47.700
believes that the security documents say, what

02:52:47.700 --> 02:52:51.420
they do. Those documents, I think, speak for

02:52:51.420 --> 02:52:55.440
themselves, number one. And I think that we've

02:52:55.440 --> 02:52:58.930
already had testimony with respect to what was

02:52:58.930 --> 02:53:01.370
at issue in this case. And that was the issues

02:53:01.370 --> 02:53:04.569
with respect to the Mexican law. You do not have

02:53:04.569 --> 02:53:06.670
before you, as you've rightly pointed out, the

02:53:06.670 --> 02:53:08.809
dispute over what happened or whether it was

02:53:08.809 --> 02:53:11.370
right or wrong that hasn't been teed up before

02:53:11.370 --> 02:53:15.809
you. So while I understand from his perspective,

02:53:15.850 --> 02:53:17.370
he wants to tell you what that is, I don't think

02:53:17.370 --> 02:53:27.370
it's evidentiary in basis. Oh, and, you know,

02:53:27.389 --> 02:53:30.149
the issue, as I talked about with respect to

02:53:30.149 --> 02:53:31.989
the bank accounts, I think I mentioned it earlier,

02:53:33.209 --> 02:53:35.770
we don't really know. I would like to see that.

02:53:36.610 --> 02:53:38.430
I imagine it's going to be an issue that's going

02:53:38.430 --> 02:53:42.729
to come up to you sooner or later, but it's not

02:53:42.729 --> 02:53:46.129
before you now. You just have pronouncements

02:53:46.129 --> 02:53:49.270
without any evidence to back it up, and evidence

02:53:49.270 --> 02:53:50.989
closed. So I think it will get teed up for you

02:53:50.989 --> 02:53:52.389
at some point. I just don't think it's in front

02:53:52.389 --> 02:53:54.950
of you today. And I would just caution the court

02:53:54.950 --> 02:53:58.260
not to... make assumptions about what we haven't

02:53:58.260 --> 02:54:00.360
seen in evidence because there may be an explanation

02:54:00.360 --> 02:54:02.860
for it. You'll remember with respect to the $47

02:54:02.860 --> 02:54:06.159
,000 Mr. Albor had explained that that was at

02:54:06.159 --> 02:54:07.500
the end of the month and they'd already paid

02:54:07.500 --> 02:54:09.040
all the bills and things that they needed to

02:54:09.040 --> 02:54:11.579
do. Now the court will take that testimony for

02:54:11.579 --> 02:54:13.860
what it wants with respect to the strength of

02:54:13.860 --> 02:54:16.180
that testimony. I'm simply saying that's an example

02:54:16.180 --> 02:54:17.700
where there might be an explanation that he can

02:54:17.700 --> 02:54:24.790
provide. I think I talked about the issue with

02:54:24.790 --> 02:54:28.489
respect to damages on with respect to any sanctions

02:54:28.489 --> 02:54:32.170
and I think with that your honor, I think I'm

02:54:32.170 --> 02:54:42.469
done with my presentation. Thank you. Good afternoon,

02:54:42.510 --> 02:54:44.209
your honor. For the record, Paul Keenan from

02:54:44.209 --> 02:54:46.370
Baker McKenzie on behalf of the note holders.

02:54:46.989 --> 02:54:49.250
I'd just like to make three points in rebuttal.

02:54:49.250 --> 02:54:52.790
It'll be very brief, your honor. First, as a

02:54:52.790 --> 02:54:55.110
former naval officer, I was delighted by the

02:54:55.110 --> 02:54:58.649
analogy to Skilla and Corrivedas. And so I'd

02:54:58.649 --> 02:55:04.530
like to illustrate it a bit. That's right. On

02:55:04.530 --> 02:55:07.229
the one hand, let's pretend Skilla is the Mexican

02:55:07.229 --> 02:55:10.430
legal system. On the other hand, Corrivedas is

02:55:10.430 --> 02:55:14.750
the U .S. legal system. The safe passage through

02:55:14.750 --> 02:55:18.290
the Skilla and Corrivedas for Mr. Albor is to

02:55:18.290 --> 02:55:21.440
comply with the orders in Mexico. coming out

02:55:21.440 --> 02:55:24.920
of their legal system and to comply with bankruptcy

02:55:24.920 --> 02:55:27.500
code and hopefully soon the orders coming out

02:55:27.500 --> 02:55:32.139
of the U .S. legal system. We have an April 4th

02:55:32.139 --> 02:55:37.040
order in Mexico that removes Mr. Albor and others

02:55:37.040 --> 02:55:41.780
as directors and officers. It installs Mr. Strong

02:55:41.780 --> 02:55:44.639
and it includes a litany of injunctions against

02:55:44.639 --> 02:55:48.280
Mr. Albor with respect to the company. That is

02:55:48.280 --> 02:55:51.280
the law of the land. as we sit here today in

02:55:51.280 --> 02:55:53.920
Mexico, and we have nothing less than a Supreme

02:55:53.920 --> 02:55:58.260
Court justice from Mexico testify as much. Second,

02:55:58.379 --> 02:56:01.120
with regard to the concursive mercantile, it's

02:56:01.120 --> 02:56:04.739
been dismissed. The concursive mercantile has

02:56:04.739 --> 02:56:08.040
been dismissed. Now, Mr. Albor may not be happy

02:56:08.040 --> 02:56:12.180
that it was dismissed. He may continue to appeal

02:56:12.180 --> 02:56:15.200
the dismissal. But as we stand here now, the

02:56:15.200 --> 02:56:18.500
concursive has been dismissed. And I don't think

02:56:18.500 --> 02:56:21.739
that this court, with all due respect, should

02:56:21.739 --> 02:56:26.559
supplant its judgment for that of the Mexican

02:56:26.559 --> 02:56:28.379
bankruptcy court as to whether or not it should

02:56:28.379 --> 02:56:34.440
have been dismissed. Second, Mr. Alboros' counsel

02:56:34.440 --> 02:56:37.440
is arguing that they want nothing more than to

02:56:37.440 --> 02:56:48.559
protect the business and care about the... Conclusive

02:56:48.559 --> 02:56:51.280
that mr. Albor was receiving reports during the

02:56:51.280 --> 02:56:54.299
last two months about the conditions of the animals

02:56:54.299 --> 02:56:57.139
in Panama City And that was not being passed

02:56:57.139 --> 02:57:01.799
on to river With regard to the business financially

02:57:01.799 --> 02:57:05.780
You know, it was just represented that mr. Albor

02:57:05.780 --> 02:57:08.260
is arranging for the payment of the employees

02:57:08.260 --> 02:57:11.459
in Mexico So let's take a back step back and

02:57:11.459 --> 02:57:16.920
look at this 12 parks in Mexico 1600 employees

02:57:17.200 --> 02:57:23.620
1 .7 million visitors a year. And the bank accounts

02:57:23.620 --> 02:57:28.600
are empty. Yet, he's still making payroll. How

02:57:28.600 --> 02:57:33.799
is this happening? Third, and this is the most

02:57:33.799 --> 02:57:36.000
important takeaway, I think, because it gets

02:57:36.000 --> 02:57:39.680
lost in all the depositions. It gets lost in

02:57:39.680 --> 02:57:43.860
hours and hours of testimony and hearings. Mr.

02:57:44.100 --> 02:57:46.840
Albor... through his counsel is attempting to

02:57:46.840 --> 02:57:50.639
negotiate the terms of his compliance with the

02:57:50.639 --> 02:57:55.459
automatic stay. But Mr. Albor is not a director

02:57:55.459 --> 02:57:59.020
of any of the debtors. He's been removed. Mr.

02:57:59.040 --> 02:58:01.979
Albor is not an officer of any of the directors.

02:58:02.420 --> 02:58:06.620
He's been removed. Mr. Albor is not even an employee

02:58:06.620 --> 02:58:11.579
of any of the debtors. He's been removed. Mr.

02:58:11.620 --> 02:58:16.729
Albor is a 38 % shareholder of the ultimate top

02:58:16.729 --> 02:58:19.569
coat. And so what we have here this morning,

02:58:19.569 --> 02:58:23.090
your honor, is we have someone who is a minority

02:58:23.090 --> 02:58:26.309
shareholder, who's a former CEO and director

02:58:26.309 --> 02:58:30.909
trying to tell this court how the automatic stay

02:58:30.909 --> 02:58:33.530
should apply to him. We believe that's totally

02:58:33.530 --> 02:58:36.889
inappropriate and quite frankly, it's proof that

02:58:36.889 --> 02:58:40.670
we need an order that has maximum coercive effect

02:58:40.670 --> 02:58:44.489
because we still have somebody. who doesn't believe

02:58:44.489 --> 02:58:47.510
that the automatic stay applies to him as a former

02:58:47.510 --> 02:58:51.069
director, officer, former employee. Thank you.

02:58:51.190 --> 02:59:06.489
Thank you. Thank you, Your Honor. Again, Sean

02:59:06.489 --> 02:59:14.159
Greacher. It cannot be the case, and it is not

02:59:14.159 --> 02:59:16.239
the law, that a bankruptcy court must stand by

02:59:16.239 --> 02:59:18.420
while a party engages in a collateral attack

02:59:18.420 --> 02:59:20.079
on the automatic stay of the court's orders.

02:59:20.340 --> 02:59:22.540
Not in a U .S. federal court, not in a state

02:59:22.540 --> 02:59:25.360
court, and not in a foreign court. It's wrong,

02:59:25.520 --> 02:59:28.420
and it's dangerous. Mr. Albor has shown open

02:59:28.420 --> 02:59:30.399
contempt for the note purchase agreement, for

02:59:30.399 --> 02:59:31.959
the cash collateral order, for the authority

02:59:31.959 --> 02:59:34.219
of this court. He's tried to sell assets. He's

02:59:34.219 --> 02:59:36.239
ignored the court's orders. He's interfered with

02:59:36.239 --> 02:59:37.979
communications with employees, and the Mexican

02:59:37.979 --> 02:59:40.899
courts have confirmed he has no right to access

02:59:40.899 --> 02:59:43.909
the bank accounts. Those rights belong to Mr.

02:59:44.090 --> 02:59:47.770
Strom. So how would Mr. Albor run the business,

02:59:47.950 --> 02:59:50.629
feed the animals, pay the employees? He can't.

02:59:50.729 --> 02:59:53.110
He has no access to cash. The banks have been

02:59:53.110 --> 02:59:55.409
ordered to give Mr. Strom access and to cut off

02:59:55.409 --> 03:00:00.930
Mr. Albor. Testimony was that $47 ,000 was at

03:00:00.930 --> 03:00:03.889
a low point last month. Guess what? We just got

03:00:03.889 --> 03:00:06.389
a report at the end of this past week. How much

03:00:06.389 --> 03:00:09.489
money is in the account? About $47 ,000. It was

03:00:09.489 --> 03:00:11.670
not a low point or I guess there's another low

03:00:11.670 --> 03:00:14.959
point. Yet Mr. Albor continues to interfere with

03:00:14.959 --> 03:00:18.079
communications just to serve Mr. Albor's personal

03:00:18.079 --> 03:00:20.819
legal campaign. And it's company -wide and it's

03:00:20.819 --> 03:00:26.540
completely inappropriate. So, Your Honor, Mr.

03:00:26.579 --> 03:00:30.340
Albor says that he wants to assist, or his counsel

03:00:30.340 --> 03:00:33.299
says he wants to assist with a transition, a

03:00:33.299 --> 03:00:35.719
smooth transition of operations. Reminded of

03:00:35.719 --> 03:00:38.100
the Chinese proverb, talk doesn't cook rice.

03:00:38.620 --> 03:00:40.579
Your Honor, we have not been able to proceed

03:00:40.579 --> 03:00:43.610
for a significant amount of time. because Mr.

03:00:43.770 --> 03:00:46.989
Albor is continuing to interfere. His testimony

03:00:46.989 --> 03:00:49.909
was absolutely false on this point on the stand.

03:00:50.069 --> 03:00:52.110
He testified that he would provide access to

03:00:52.110 --> 03:00:55.610
records. Also false. When Riveron followed up

03:00:55.610 --> 03:00:58.590
with specific requests on May 23rd, an email

03:00:58.590 --> 03:01:01.690
to all of the executives saying, let's discuss,

03:01:01.729 --> 03:01:04.270
consistent with Mr. Albor's testimony, that he's

03:01:04.270 --> 03:01:06.290
willing to communicate with us. Let's pick a

03:01:06.290 --> 03:01:08.500
time. We will come to Cancun. We'll have that

03:01:08.500 --> 03:01:11.299
discussion. We want the following list of information

03:01:11.299 --> 03:01:13.780
to be topics for discussion. Was there any response?

03:01:14.059 --> 03:01:16.920
No. There was no response whatsoever. In fact,

03:01:17.159 --> 03:01:19.540
what happened after that was that Mr. Albor or

03:01:19.540 --> 03:01:23.319
somebody on behalf of Controlador Dolphin once

03:01:23.319 --> 03:01:26.459
again shut off Riveron's ability to communicate

03:01:26.459 --> 03:01:30.059
with the Dolphin Company employees. He went the

03:01:30.059 --> 03:01:32.020
opposite direction. Doesn't sound like somebody

03:01:32.020 --> 03:01:34.159
who's ready for a smooth transition. And it's

03:01:34.159 --> 03:01:36.489
only now. when the bank accounts have been shut

03:01:36.489 --> 03:01:38.989
down, and he realizes that he does not have the

03:01:38.989 --> 03:01:41.629
ability to continue to operate that, he's suggesting

03:01:41.629 --> 03:01:45.389
this great sort of broad gesture that he's going

03:01:45.389 --> 03:01:47.170
to turn things over. Well, Your Honor, we don't

03:01:47.170 --> 03:01:50.989
believe it. It's not been the case for the past

03:01:50.989 --> 03:01:54.049
two months. If the past two months tell us anything,

03:01:54.209 --> 03:01:56.129
it's that he's going to continue to fight. And

03:01:56.129 --> 03:01:58.569
in fact, he is. Friday night, he sends an email

03:01:58.569 --> 03:02:01.250
to the board members in Jamaica saying, I have

03:02:01.250 --> 03:02:08.500
removed the independent director. Mr. Burroughs

03:02:08.500 --> 03:02:12.819
and the company better not spend any more money

03:02:12.819 --> 03:02:16.420
fighting me over this. That was the email. It's

03:02:16.420 --> 03:02:19.760
in the records. And yes, Mr. Moon said, there

03:02:19.760 --> 03:02:22.620
are now conversations with the chief veterinary

03:02:22.620 --> 03:02:25.360
officer. Those conversations have happened after

03:02:25.360 --> 03:02:28.860
two months, two dead dolphins, millions of dollars

03:02:28.860 --> 03:02:33.260
of costs. Too little, too late, Your Honor. So

03:02:33.260 --> 03:02:35.420
yes, we're happy to have a discussion about the

03:02:35.420 --> 03:02:37.579
terms of the order and to ensure that the terms

03:02:37.579 --> 03:02:39.180
of the order are consistent with what Your Honor

03:02:39.180 --> 03:02:42.920
can do, but to suggest that Mr. Albor is going

03:02:42.920 --> 03:02:46.739
to have a change of heart in how he's intending

03:02:46.739 --> 03:02:49.780
to proceed here, we don't buy it, Your Honor.

03:02:51.219 --> 03:02:55.239
Mr. Albor's campaign of active interference is

03:02:55.239 --> 03:02:57.879
an ongoing violation of the stay, and it needs

03:02:57.879 --> 03:03:02.100
to stop. I'll say just a couple more things.

03:03:03.779 --> 03:03:06.979
What happens when the debtors get control here?

03:03:07.879 --> 03:03:09.620
The debtors will operate this business in the

03:03:09.620 --> 03:03:12.440
ordinary course. The debtors will comply with

03:03:12.440 --> 03:03:14.100
the dip. They'll comply with the cash collateral

03:03:14.100 --> 03:03:16.020
orders. They'll file schedules. They'll file

03:03:16.020 --> 03:03:17.959
sofas. They'll report assets and liabilities

03:03:17.959 --> 03:03:20.840
publicly. They'll file operating reports. They'll

03:03:20.840 --> 03:03:23.100
file motions when necessary to take actions outside

03:03:23.100 --> 03:03:25.379
the ordinary course and will provide notice to

03:03:25.379 --> 03:03:27.680
all parties in interest, including Mr. Al Gore.

03:03:28.420 --> 03:03:31.219
You know, that's how Chapter 11 works. And counsel

03:03:31.219 --> 03:03:34.180
argues that Mr. Albor is willing to agree to

03:03:34.180 --> 03:03:36.079
terms by which there is this smooth transition

03:03:36.079 --> 03:03:38.799
of operations. As Mr. Keenan said, I presume

03:03:38.799 --> 03:03:42.200
that he's in the driver's seat. He's not. The

03:03:42.200 --> 03:03:45.059
fiduciaries of this company are Mr. Strom and

03:03:45.059 --> 03:03:47.899
Mr. Wagstaff. The Bankruptcy Court provides them

03:03:47.899 --> 03:03:51.260
powerful tools. It provides for global reorganizations.

03:03:51.659 --> 03:03:54.159
It provides for assistance that could help us

03:03:54.159 --> 03:03:56.479
resolve the serious challenges here. We have

03:03:56.479 --> 03:03:58.100
lenders, thankfully, that are willing to fund

03:03:58.100 --> 03:04:01.659
that process. The price of those tools is transparency,

03:04:02.200 --> 03:04:04.540
oversight, and due process. That's the deal.

03:04:05.159 --> 03:04:07.059
It's a deal that protects everyone, including

03:04:07.059 --> 03:04:10.399
Mr. Albor. But it only works if the fiduciaries

03:04:10.399 --> 03:04:13.760
who are entitled to operate this business, consistent

03:04:13.760 --> 03:04:16.719
with the terms of the Mexican orders, have the

03:04:16.719 --> 03:04:19.120
authority and have the information to do so.

03:04:19.819 --> 03:04:22.200
And Mr. Albor's suggestion that as a deposed

03:04:22.200 --> 03:04:24.159
CEO and a minority shareholder that he could

03:04:24.159 --> 03:04:28.239
be allowed to continue to operate or make decisions

03:04:28.239 --> 03:04:33.319
or dictate the terms and the timing and the extent

03:04:33.319 --> 03:04:36.340
of access to information threatens the integrity

03:04:36.340 --> 03:04:39.479
of the process. Your honor, it jeopardizes our

03:04:39.479 --> 03:04:41.920
ability to carry out a responsible and coherent

03:04:41.920 --> 03:04:44.420
restructuring and that's why we're asking your

03:04:44.420 --> 03:05:09.139
honor to act. with respect to violation of the

03:05:09.139 --> 03:05:16.239
stay and the access to documents under 542E.

03:05:17.940 --> 03:05:20.219
But as I've already expressed, I have concerns

03:05:20.219 --> 03:05:25.899
over this particular order. And I'm willing to

03:05:25.899 --> 03:05:28.879
enter an order because, as I understand from

03:05:28.879 --> 03:05:36.819
the testimony, I think the experts are in agreement

03:05:36.819 --> 03:05:40.399
that the current state of play in the Mexican

03:05:40.399 --> 03:05:48.219
courts is that Mr. Strom and Mr. Wagstaff are

03:05:48.219 --> 03:06:13.270
the current CRO. I understand that it's not a

03:06:13.270 --> 03:06:17.709
final order and that the matters can still be

03:06:17.709 --> 03:06:20.850
contested, but this is the current state of play.

03:06:23.030 --> 03:06:27.110
And to the extent I think of comedy, I'm going

03:06:27.110 --> 03:06:32.110
to give recognition of the current state of play

03:06:32.110 --> 03:06:43.100
in Mexico. certain of Mr. Albor's actions have

03:06:43.100 --> 03:06:53.479
clearly violated the stay, including blocking

03:06:53.479 --> 03:07:01.180
access to the bank accounts, blocking access

03:07:01.180 --> 03:07:09.649
to the headquarters. and books and records there

03:07:09.649 --> 03:07:13.889
that are, that belong to Controlladora Dolphin,

03:07:14.010 --> 03:07:24.610
obviously not his personal records. Directing

03:07:24.610 --> 03:07:29.829
employees of the company not to communicate with

03:07:29.829 --> 03:07:46.379
Mr. Strom and Mr. Wax Staff. Quite frankly not

03:07:46.379 --> 03:07:51.700
permitting Mr. Wagstaff and Mr. Strom to run

03:07:51.700 --> 03:08:00.520
the operations on a daily basis. I say all that

03:08:00.520 --> 03:08:05.379
again recognizing that Mr. Albor believes he

03:08:05.379 --> 03:08:09.280
has a legitimate corporate governance dispute.

03:08:12.200 --> 03:08:15.450
That particular dispute hasn't been brought in

03:08:15.450 --> 03:08:18.809
front of me, could have been by a motion to dismiss

03:08:18.809 --> 03:08:21.670
the case, but Mr. Albor has chosen to exercise

03:08:21.670 --> 03:08:24.709
his remedies in Mexico. I don't have a judgment

03:08:24.709 --> 03:08:32.690
on that. I simply recognize that. And therefore,

03:08:33.209 --> 03:08:38.010
the stay is in effect, as I believe now Mr. Albor

03:08:38.010 --> 03:08:42.329
recognizes, based on representations of counsel.

03:08:46.600 --> 03:08:50.280
I do have concerns as I expressed about this

03:08:50.280 --> 03:08:56.280
particular order and my authority to order Mr.

03:08:56.639 --> 03:09:10.059
Albor to take affirmative action versus a recognition

03:09:10.059 --> 03:09:17.090
of the violations of the stay and listing of

03:09:17.090 --> 03:09:19.950
the ways in which this day is being violated

03:09:19.950 --> 03:09:22.709
and quite frankly it's probably not possible

03:09:22.709 --> 03:09:29.870
to list them all so I'm willing to enter a form

03:09:29.870 --> 03:09:49.620
of order including with respect to a civil sanction

03:09:49.620 --> 03:09:54.520
in the event that Mr. Albor fails to comply with

03:09:54.520 --> 03:09:59.620
the order that I'm going to enter and damages,

03:09:59.860 --> 03:10:05.540
if any, will be left for another day. But I'm

03:10:05.540 --> 03:10:11.180
also willing to give the parties 48 hours to

03:10:11.180 --> 03:10:17.149
submit an agreed form of order. That's a short

03:10:17.149 --> 03:10:22.270
period of time, short on purpose. It's to focus

03:10:22.270 --> 03:10:33.670
the parties on coming to an agreement if there

03:10:33.670 --> 03:10:40.870
can be one. I don't necessarily view permitting

03:10:40.870 --> 03:10:51.329
Mr. Albor to some ability to influence the order

03:10:51.329 --> 03:10:54.950
as having him negotiate the automatic stay. I

03:10:54.950 --> 03:10:58.329
do not view this as a negotiation of the automatic

03:10:58.329 --> 03:11:03.270
stay. But this is, in my experience, a somewhat

03:11:03.270 --> 03:11:08.209
unprecedented situation. And I think cooperation

03:11:08.209 --> 03:11:16.670
on the transition could be helpful. But it's

03:11:16.670 --> 03:11:23.489
48 hours. And if there's no agreement, I'll enter

03:11:23.489 --> 03:11:27.569
a form of order. I need to see the debtor's order

03:11:27.569 --> 03:11:35.229
obviously revamped. And I'd consider an alternative

03:11:35.229 --> 03:11:44.469
form of order. I'll certainly review it. But

03:11:44.469 --> 03:11:52.000
as I indicated last week, I wanted authority

03:11:52.000 --> 03:11:57.760
for my ability to enter a form of relief that

03:11:57.760 --> 03:12:00.020
I was going to be requested to enter, and at

03:12:00.020 --> 03:12:03.360
least at this point, I don't have that authority

03:12:03.360 --> 03:12:07.280
for the way the current proposed form of order

03:12:07.280 --> 03:12:11.799
is structured. Let me say this, too. It's only

03:12:11.799 --> 03:12:15.340
been a week since we had our hearing, I believe,

03:12:16.799 --> 03:12:21.899
and we lost a dolphin. And I don't want my delay

03:12:21.899 --> 03:12:27.819
to create that situation again. Obviously, it

03:12:27.819 --> 03:12:37.100
didn't happen overnight. Because the deterioration

03:12:37.100 --> 03:12:41.899
of the facilities, the deterioration of the health

03:12:41.899 --> 03:12:45.239
of an eight -year -old dolphin didn't happen

03:12:45.239 --> 03:12:47.760
overnight. But Samira, to the extent we could

03:12:47.760 --> 03:12:53.559
have saved her. because of communication. It's

03:12:53.559 --> 03:13:39.760
on all of us. So 48 hours and that's it. or disagreement

03:13:39.760 --> 03:13:41.079
before that 48 hour period.