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Contract analysis / quarterly-lakeshore-update-q2-2023.docx
quarterly-lakeshore-update-q2-2023.docx
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I. Purpose of This Letter
I. Purpose of This Letter This letter constitutes Stonefield Logistics Group Inc.'s ("Stonefield" or the "Company") quarterly litigation status update for the second quarter of 2023 (covering the period from April 1, 2023 through June 30, 2023), provided pursuant to the material litigation notification and reporting obligations set forth in Section 6.03(b) of that certain Credit Agreement dated as of October 12, 2017
II. Case Summary and Background
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II. Case Summary and Background For completeness and ease of reference, we provide below a brief summary of the case background, which has been set forth in greater detail in our prior correspondence. Filing and Court Assignment. Vantor Holdings Corp. filed the original complaint in this action on August 12, 2022, in the United States District Court for the Southern District of New York. The case was assigned Case No
III. Litigation Status Update — Q2 2023 (April–June 2023)
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III. Litigation Status Update — Q2 2023 (April–June 2023) The following is a detailed summary of the material developments in the litigation during the second quarter of 2023. A. Discovery Phase — Overview The Case Management Order entered by Judge Calloway on February 17, 2023 established the following key scheduling deadlines for this matter: Discovery has been actively underway throughout the second quarter of 202
IV. Assessment of Claims and Exposure
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IV. Assessment of Claims and Exposure Stonefield's management, in consultation with outside litigation counsel, continues to believe that the claims asserted by Vantor in this action lack merit and that Stonefield has strong defenses, both legal and factual, to each of Vantor's claims. The principal bases for this assessment are as follows: Valid Termination for Cause. Stonefield maintains that the termination of the
V. Financial Impact
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V. Financial Impact Reserves and Accruals. Consistent with the Company's assessment that Vantor's claims lack merit and that Stonefield has strong defenses, no reserves or accruals have been established with respect to this litigation as of the date of this letter. The Company has evaluated the matter in accordance with ASC 450-20 (Contingencies — Loss Contingencies) and has determined that a loss is not probable at
VI. Anticipated Next Steps
VI. Anticipated Next Steps The following are the key anticipated next steps and milestones in this matter:
1. Fact Depositions (July–September 2023). Depositions of the key fact witnesses identifi
1. Fact Depositions (July–September 2023). Depositions of the key fact witnesses identified in Section III.F above are expected to commence in July 2023 and to continue through August and September 2023. These depositions will be a critical phase of discovery, and Stonefield's counsel is actively preparing.
2. Rebuttal Expert Report (August 2023). Stonefield anticipates serving the rebuttal expe
2. Rebuttal Expert Report (August 2023). Stonefield anticipates serving the rebuttal expert report of Dr. Evelyn Rosser of Kensington Analytics Group LLC in August 2023, in accordance with the deadlines established by the Case Management Order.
3. Completion of Fact discovery (September 29, 2023). Fact discovery is scheduled to clos
3. Completion of Fact discovery (September 29, 2023). Fact discovery is scheduled to close on September 29, 2023. Stonefield's counsel is on track to complete all necessary fact discovery within this deadline.
4. Expert discovery (through January 12, 2024). Expert discovery, including expert deposi
4. Expert discovery (through January 12, 2024). Expert discovery, including expert depositions, is scheduled to proceed through the January 12, 2024 deadline established by the Case Management Order.
5. Dispositive Motions (March 1, 2024 Deadline). Stonefield anticipates moving for summar
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5. Dispositive Motions (March 1, 2024 Deadline). Stonefield anticipates moving for summary judgment on or before the March 1, 2024 deadline. Based on the current record and the anticipated development of the factual record through depositions and expert analysis, Stonefield's counsel believes there are strong grounds for summary judgment on multiple issues, including the validity of the termination for Cause, the une
VII. Covenant Compliance Confirmation
VII. Covenant Compliance Confirmation Pursuant to Section 6.03(b) of the Credit Agreement, we confirm the following: • This litigation does not currently affect Stonefield's ability to comply with any financial covenants under the Credit Agreement, including the Consolidated Total Net Leverage Ratio, the Consolidated Interest Coverage Ratio, or any other financial maintenance covenant set forth in Article VII of the
VIII. Next Quarterly Update
VIII. Next Quarterly Update Stonefield will provide its next quarterly litigation status update on or about October 2023, covering developments during the third quarter of 2023 (July–September 2023). In addition, Stonefield will promptly notify Lakeshore National Bank of any material changes in the status of this matter between quarterly updates, including, without limitation, the commencement of any settlement discu
IX. Confidentiality and Privilege
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IX. Confidentiality and Privilege We respectfully request that this letter and its contents be treated as confidential and that it be distributed only on a need-to-know basis within Lakeshore National Bank and among the lending syndicate as necessary for purposes of the Credit Agreement. To the extent that this letter reflects or is derived from privileged communications between Stonefield and its litigation counsel