IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, LAW DIVISION
PLAINTIFF'S FIRST SET OF INTERROGATORIES TO DEFENDANT PRAIRIE BASIN GRAIN CO.
Plaintiff Greenfield Agricultural Partners LLC ("GAP"), by and through its attorneys, Calderwood & Harkness LLP, hereby propounds the following First Set of Interrogatories to Defendant Prairie Basin Grain Co. ("PBGC"), pursuant to Illinois Supreme Court Rules 213 and 214, and all other applicable rules governing discovery in this matter. GAP respectfully requests that PBGC answer each interrogatory separately, fully, and under oath within twenty-eight (28) days of service of these interrogatories, as required by Illinois Supreme Court Rule 213(d). These interrogatories are served this 30th day of September, 2022.
I. DEFINITIONS
As used in these interrogatories, the following terms shall have the meanings set forth below:
A. "Agreement" or "Off-Take Agreement" shall mean the Master Grain Purchase and Off-Take Agreement dated March 15, 2019, by and between Greenfield Agricultural Partners LLC, as Seller, and Prairie Basin Grain Co., as Buyer, together with all exhibits, schedules, amendments, supplements, and modifications thereto, including without limitation the Musgrave Guaranty attached thereto as Exhibit D.
B. "You," "Your," "PBGC," or "Defendant" shall mean Prairie Basin Grain Co., an Illinois corporation with its principal office at 4520 Harvest Road, Champaign, Illinois 61820, and shall include its present and former officers, directors, employees, agents, representatives, predecessors, successors, and assigns, whether acting in their individual or corporate capacity.
C. "Person" shall mean any natural person, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental entity, or any other legal entity of any kind whatsoever.
D. "Document" or "Documents" shall have the broadest meaning permitted under Illinois Supreme Court Rule 201(b)(1), and shall include, but not be limited to, all writings, drawings, graphs, charts, photographs, audio recordings, video recordings, electronically stored information, emails, text messages, and other data compilations from which information can be obtained, whether stored in electronic, magnetic, optical, or any other form, and whether original or copy, draft or final.
E. "Communication" shall mean any oral, written, or electronic exchange of information between two or more persons, including but not limited to letters, emails, text messages, memoranda, instant messages, phone calls, voicemails, video conferences, in-person conversations, and any other method by which information is transmitted or exchanged.
F. "Identify" when used with respect to a Person shall mean to state the person's full legal name, last known residential or business address, telephone number, current or most recent employer, and title or position held. If the person is an entity rather than a natural person, state the entity's full legal name, principal place of business, and the name and title of the individual most knowledgeable about the subject matter at issue.
G. "Identify" when used with respect to a Document shall mean to state the document's title or a brief description of its contents, the date of the document, the author or creator of the document, the recipient or recipients of the document, and the present location or custodian of the document.
H. "Relevant Period" shall mean the period from March 15, 2019 (the date of execution of the Off-Take Agreement) through and including the present date.
I. "Invoices" shall mean, collectively, the following invoices issued by GAP to PBGC: (i) Invoice No. GAP-2021-3187, dated September 28, 2021, in the amount of $892,500.00; (ii) Invoice No. GAP-2021-3244, dated October 15, 2021, in the amount of $936,750.00; (iii) Invoice No. GAP-2021-3301, dated November 12, 2021, in the amount of $1,224,000.00; (iv) Invoice No. GAP-2021-3358, dated December 8, 2021, in the amount of $741,600.00; and (v) Invoice No. GAP-2022-0042, dated January 19, 2022, in the amount of $1,075,200.00.
J. "Heartland Prairie Bank" shall mean Heartland Prairie Bank, N.A., a national banking association with offices at 300 East Main Street, Decatur, Illinois 62521.
K. "Macon County Elevator" shall mean PBGC's grain elevator facility located at 2200 County Road 1400 East, Decatur, Illinois 62521.
L. "Triton Mutual" shall mean Triton Mutual Insurance Co.
II. INSTRUCTIONS
1. Each interrogatory shall be answered separately and fully in writing under oath by an officer, director, or managing agent of PBGC, or by any other person who consents to appear and to testify on behalf of PBGC, in accordance with Illinois Supreme Court Rule 213.
2. If any interrogatory cannot be answered in full after the exercise of due diligence, it shall be answered to the extent possible, and PBGC shall state the reason or reasons for the inability to answer the interrogatory more fully, including a description of the efforts made to obtain the information necessary to provide a complete response.
3. If PBGC objects to any interrogatory or any part thereof, PBGC shall state the objection with specificity, setting forth the legal and factual basis for the objection, and shall, to the extent that the interrogatory is not objectionable, provide a response to those portions of the interrogatory as to which no objection is asserted.
4. If any information responsive to an interrogatory is withheld on the basis of any privilege, including but not limited to attorney-client privilege or work product protection, PBGC shall provide a privilege log identifying each withheld communication or document with sufficient detail to permit assessment of the claim of privilege, including: (a) the date of the communication or document; (b) the author or sender; (c) the recipient or recipients; (d) the subject matter of the communication or document (described in a manner that does not reveal privileged content); and (e) the specific privilege or protection asserted.
5. These interrogatories are continuing in nature pursuant to Illinois Supreme Court Rule 213(i). PBGC is under a continuing duty to supplement its answers seasonably if additional or corrective information becomes available after the initial responses are served. Supplemental answers shall be served promptly upon discovery of additional responsive information.
6. Unless otherwise indicated, the use of the singular form of any word includes the plural and vice versa. The use of the word "and" shall include the word "or" and vice versa. The use of the word "any" shall be construed as "each and every" and shall not be interpreted to limit the scope of the interrogatory in any manner.
7. Words and phrases not specifically defined herein shall be given their ordinary and commonly accepted meaning, or the meaning ascribed to them by the Illinois Supreme Court Rules, as applicable.
III. INTERROGATORIES
INTERROGATORY NO. 1 — Corporate Identity and Structure
Identify and state the following regarding PBGC's corporate identity and organizational structure:
(a) PBGC's full legal name as it appears on its articles of incorporation;
(b) PBGC's state of incorporation and the date of incorporation;
(c) PBGC's principal place of business, including the complete street address;
(d) PBGC's Federal Employer Identification Number (FEIN);
(e) The names, titles, and dates of service of all current and former officers of PBGC during the Relevant Period;
(f) The names and dates of service of all current and former directors of PBGC during the Relevant Period;
(g) The names and percentage ownership interests of all current and former shareholders of PBGC during the Relevant Period, specifically identifying the ownership interests and roles of Darren K. Musgrave, Lydia R. Musgrave, and Victor P. Novotny;
(h) Any and all changes in PBGC's corporate structure, ownership, management, officers, directors, or shareholders that have occurred since March 15, 2019, including the date, nature, and circumstances of each such change;
(i) Whether PBGC has any parent entities, subsidiaries, or affiliated companies, and if so, identify each such entity and describe the nature and extent of the affiliation.
INTERROGATORY NO. 2 — Execution and Performance of the Off-Take Agreement
Describe in detail PBGC's understanding of its obligations under the Master Grain Purchase and Off-Take Agreement dated March 15, 2019, including but not limited to:
(a) PBGC's volume commitments for #2 Yellow Corn, including the minimum annual commitment of 1,200,000 bushels per contract year, and the specific contract year periods during which such commitments applied;
(b) PBGC's volume commitments for #1 Yellow Soybeans, including the minimum annual commitment of 600,000 bushels per contract year, and the specific contract year periods during which such commitments applied;
(c) The pricing mechanism applicable to purchases under the Off-Take Agreement, including the use of Chicago Board of Trade (CBOT) nearby futures plus or minus a negotiated basis differential, as set forth in Exhibit B to the Agreement, and the manner in which pricing was determined and applied to individual deliveries;
(d) The payment terms applicable under the Off-Take Agreement, including the Net 30 days from delivery and acceptance payment terms;
(e) The late payment interest provision set forth in Section 7.3 of the Off-Take Agreement, including the contractual interest rate of 1.5% per month (18% per annum), and the manner in which interest accrues on past-due amounts;
(f) The identity of each person who participated in the negotiation and execution of the Off-Take Agreement on behalf of PBGC;
(g) Whether PBGC contends that it has fully performed all of its obligations under the Off-Take Agreement, and if so, the factual basis for such contention.
INTERROGATORY NO. 3 — Receipt and Acceptance of Deliveries
State whether PBGC received and accepted the grain deliveries corresponding to each of the five Invoices, and for each such delivery, provide the following information:
(a) With respect to Invoice No. GAP-2021-3187 (150,000 bushels of #2 Yellow Corn, dated September 28, 2021, in the amount of $892,500.00): the date of delivery, the elevator facility at which delivery was accepted, the quantity of grain received, whether the grain met the applicable quality specifications set forth in the Off-Take Agreement, and whether PBGC raised any quality or quantity objections at the time of acceptance or within the inspection period provided under the Agreement;
(b) With respect to Invoice No. GAP-2021-3244 (75,000 bushels of #1 Yellow Soybeans, dated October 15, 2021, in the amount of $936,750.00): the date of delivery, the elevator facility at which delivery was accepted, the quantity of grain received, whether the grain met the applicable quality specifications set forth in the Off-Take Agreement, and whether PBGC raised any quality or quantity objections at the time of acceptance or within the inspection period provided under the Agreement;
(c) With respect to Invoice No. GAP-2021-3301 (200,000 bushels of #2 Yellow Corn, dated November 12, 2021, in the amount of $1,224,000.00): the date of delivery, the elevator facility at which delivery was accepted, the quantity of grain received, whether the grain met the applicable quality specifications set forth in the Off-Take Agreement, and whether PBGC raised any quality or quantity objections at the time of acceptance or within the inspection period provided under the Agreement;
(d) With respect to Invoice No. GAP-2021-3358 (120,000 bushels of #2 Yellow Corn, dated December 8, 2021, in the amount of $741,600.00): the date of delivery, the elevator facility at which delivery was accepted, the quantity of grain received, whether the grain met the applicable quality specifications set forth in the Off-Take Agreement, and whether PBGC raised any quality or quantity objections at the time of acceptance or within the inspection period provided under the Agreement;
(e) With respect to Invoice No. GAP-2022-0042 (80,000 bushels of #1 Yellow Soybeans, dated January 19, 2022, in the amount of $1,075,200.00): the date of delivery, the elevator facility at which delivery was accepted, the quantity of grain received, whether the grain met the applicable quality specifications set forth in the Off-Take Agreement, and whether PBGC raised any quality or quantity objections at the time of acceptance or within the inspection period provided under the Agreement.
INTERROGATORY NO. 4 — Payment History and Amounts Owed
State whether PBGC has made any full or partial payments on any of the five Invoices identified above (Invoice Nos. GAP-2021-3187, GAP-2021-3244, GAP-2021-3301, GAP-2021-3358, and GAP-2022-0042), and provide the following information:
(a) For each payment made, if any, state the date of payment, the amount of payment, the method of payment (e.g., wire transfer, check, ACH), the invoice or invoices to which the payment was applied, and any reference or confirmation number associated with the payment;
(b) State whether PBGC contends that the total principal amount of $4,870,050.00 is not owed to GAP, and if so, set forth in detail the specific factual and legal basis for each such contention;
(c) State whether PBGC disputes the applicability or calculation of the contractual late payment interest rate of 1.5% per month (18% per annum) as set forth in Section 7.3 of the Off-Take Agreement, and if so, describe in detail the factual and legal basis for such dispute;
(d) Identify all documents that support or relate to PBGC's contentions regarding the amounts owed, if any.
INTERROGATORY NO. 5 — Financial Condition and Solvency
Describe in detail PBGC's current financial condition, including:
(a) PBGC's total assets and total liabilities as of the most recently available financial statement date, identifying the date of such financial statement;
(b) All bank accounts maintained by PBGC at any time during the Relevant Period, identifying for each account the financial institution at which the account is maintained, the type of account (e.g., checking, savings, money market), the account number, and the approximate current balance;
(c) All real property owned or leased by PBGC, including but not limited to the six grain elevator facilities located in Champaign, Macon, and Piatt Counties, Illinois, providing for each property the street address, a description of the property, whether the property is owned or leased, the approximate fair market value (if owned) or the lease terms (if leased), and whether the property is encumbered by any mortgage, lien, or other security interest;
(d) All accounts receivable currently owed to PBGC, identifying for each receivable the debtor, the amount owed, the date the receivable became due, and the current aging status of the receivable;
(e) All inventory held by PBGC, including the type and quantity of grain, the location at which the inventory is stored, and the approximate value of the inventory;
(f) Any other assets of PBGC, whether tangible or intangible, with a value in excess of $10,000, including but not limited to vehicles, equipment, machinery, intellectual property, and investment holdings.
INTERROGATORY NO. 6 — Credit Facilities and Secured Indebtedness
Identify all credit facilities, loans, lines of credit, promissory notes, and other forms of indebtedness to which PBGC is or has been a party during the Relevant Period, including specifically the Revolving Credit and Term Loan Agreement dated June 1, 2018, by and between PBGC and Heartland Prairie Bank, N.A. (with an aggregate commitment of $45,000,000). For each such facility or indebtedness, state:
(a) The identity of the lender or creditor, including the name, address, and contact person;
(b) The date of the agreement or instrument evidencing the indebtedness;
(c) The original principal amount or commitment;
(d) The current outstanding balance as of the date of PBGC's response;
(e) Whether PBGC is currently in default under the terms of such agreement or instrument, and if so, the date on which PBGC first became in default and the specific basis for such default;
(f) The nature and extent of any security interests, liens, pledges, or other encumbrances granted by PBGC in connection with such indebtedness, including a description of all collateral pledged and the filing location of any UCC financing statements;
(g) Whether the lender or creditor has taken any enforcement action against PBGC, including but not limited to acceleration of the outstanding balance, issuance of a demand letter, the filing of any lawsuit or other legal proceeding, the appointment of a receiver, or the commencement of foreclosure proceedings, and if so, describe each such action in detail including the date and current status.
INTERROGATORY NO. 7 — Macon County Elevator Fire
Describe in detail the fire that occurred at the Macon County Elevator, located at 2200 County Road 1400 East, Decatur, Illinois 62521, on or about October 17, 2021, including:
(a) The precise date and time at which the fire was discovered or reported, the cause or suspected cause of the fire (including whether the cause has been determined by any fire investigation or forensic analysis), and how the fire was reported and to whom;
(b) The extent of damage to the Macon County Elevator facility, including a description of the structures, equipment, and other property damaged or destroyed, and the estimated dollar value of the total loss (which GAP understands to be approximately $3,200,000);
(c) Whether any grain belonging to GAP, or any grain delivered by GAP under the Off-Take Agreement, was stored at the Macon County Elevator at the time of the fire, and if so, the type, quantity, and value of such grain, and whether any such grain was damaged or destroyed;
(d) The impact, if any, of the fire on PBGC's ability to receive, store, and deliver grain under the Off-Take Agreement, including whether the fire caused any delays, interruptions, or modifications to PBGC's performance;
(e) Which of PBGC's six elevator facilities remained fully operational after the fire, and whether any operational changes were made at the remaining facilities to compensate for the loss of the Macon County Elevator;
(f) Any remediation, repair, or reconstruction efforts undertaken at the Macon County Elevator since the fire, including the costs incurred or estimated, the current status of any reconstruction, the anticipated timeline for completion, and the identity of any contractors engaged;
(g) The identity of all persons with knowledge of the fire and its impact on PBGC's operations, including but not limited to fire investigators, insurance adjusters, PBGC employees who were present at the time of the fire, and any persons involved in remediation or reconstruction efforts.
INTERROGATORY NO. 8 — Insurance Coverage
Identify all insurance policies maintained by or on behalf of PBGC at any time during the Relevant Period, including but not limited to property insurance, commercial general liability insurance, business interruption insurance, inland marine or crop insurance, directors and officers liability insurance, errors and omissions insurance, umbrella or excess liability insurance, and any other coverage relevant to PBGC's operations or the claims and defenses at issue in this litigation. For each such policy, state:
(a) The name and address of the insurer, including specifically whether Triton Mutual Insurance Co. is or was the insurer for any property coverage or business interruption coverage;
(b) The policy number;
(c) The type of coverage provided;
(d) The coverage limits (per occurrence and aggregate) and the amount of any deductible or self-insured retention;
(e) The policy period, including the inception and expiration dates;
(f) The current status of the policy (i.e., whether the policy is active, has lapsed, has been cancelled, or is the subject of any dispute).
With specific respect to the fire at the Macon County Elevator, further state:
(g) Whether PBGC or any person on its behalf filed an insurance claim arising out of or relating to the fire, and if so, the date the claim was filed;
(h) The claim number assigned to the claim;
(i) The current status of the claim, including whether the claim has been accepted, denied, or remains pending;
(j) Whether the insurer has disputed, denied, or limited coverage for the claim, and if so, the specific basis for any such dispute, denial, or limitation, including whether the insurer has alleged a lapse in premium payments or any other policy violation;
(k) The amount of any insurance proceeds received by PBGC to date in connection with the Macon County Elevator fire, and the amount of any additional proceeds that PBGC expects to receive;
(l) Whether any litigation or arbitration proceeding has been initiated between PBGC and the insurer concerning the claim, and if so, identify such proceeding by caption, case number, and court or tribunal.
INTERROGATORY NO. 9 — Hedging Activities and Losses
Describe in detail PBGC's commodity hedging activities during the third and fourth quarters of 2021 (July 1, 2021, through December 31, 2021), including:
(a) The types of hedging instruments utilized by PBGC during this period, including but not limited to futures contracts, options contracts, swap agreements, and any other derivative instruments;
(b) The commodities that were the subject of PBGC's hedging activities, including corn, soybeans, and any other agricultural commodities;
(c) The broker-dealer, futures commission merchant, or other intermediary or intermediaries through which PBGC conducted its hedging activities, including the name, address, and account number for each;
(d) The hedging strategy employed by PBGC, including a description of the objectives and methodology of the strategy, and whether the strategy was designed to hedge against price risk associated with specific physical grain positions or contracts;
(e) The total mark-to-market losses incurred by PBGC as a result of its hedging activities during the fourth quarter of 2021, which GAP understands to be approximately $6,800,000, and identify the specific positions or instruments that gave rise to such losses;
(f) The impact of such hedging losses on PBGC's liquidity, cash flow, working capital, and ability to pay its trade creditors, including GAP;
(g) Whether the hedging strategy employed during Q3 and Q4 2021 deviated in any material respect from PBGC's historical hedging practices or from any hedging policy or risk management framework maintained by PBGC, and if so, describe the nature and extent of such deviation and the reasons therefor;
(h) The identity of all persons who were responsible for or involved in PBGC's hedging decisions during this period, including the person or persons who authorized the positions that gave rise to the losses described above.
INTERROGATORY NO. 10 — Cessation of Payments to Trade Creditors
State the date on which PBGC ceased making regular payments to its trade creditors, which GAP believes to have been in or about January 2022, and describe in detail:
(a) The circumstances leading to the cessation of payments, including the financial, operational, or other factors that contributed to PBGC's decision to cease payment;
(b) The total number of trade creditors to which PBGC owed outstanding obligations as of the date of cessation, and the aggregate dollar amount of all unpaid trade creditor obligations as of that date;
(c) Whether PBGC gave written or oral notice to any of its trade creditors, including GAP, of its inability to pay outstanding obligations, and if so, the date, manner, and content of each such notice;
(d) Whether any trade creditors were paid preferentially, selectively, or out of the ordinary course of business after the cessation date, and if so, identify each creditor so paid, the amount paid, the date of payment, and the reason for the payment;
(e) Whether PBGC made any payments of any kind to insiders — including but not limited to Darren K. Musgrave, Lydia R. Musgrave, or Victor P. Novotny — or to any affiliates, related entities, or family members of any insider, after January 2022, and if so, state for each such payment the amount, the date, the recipient, the stated purpose of the payment, and whether the payment was for compensation, loan repayment, dividend, distribution, or any other purpose.
INTERROGATORY NO. 11 — Communications with Heartland Prairie Bank
Identify and describe all communications between PBGC (including any of its officers, directors, employees, agents, attorneys, or other representatives) and Heartland Prairie Bank, N.A. (including any of its officers, employees, agents, or representatives, and specifically including Kenneth W. Aldrich, Senior Vice President, Agribusiness Lending), from October 1, 2021, through the present, concerning any of the following subjects:
(a) PBGC's financial condition, including any financial reports, projections, or other information provided to Heartland Prairie Bank;
(b) The fire at the Macon County Elevator;
(c) PBGC's hedging losses;
(d) PBGC's compliance or noncompliance with the covenants and terms of the Revolving Credit and Term Loan Agreement dated June 1, 2018, including any notices of default or event of default;
(e) Any requests by PBGC for additional financing, forbearance, waiver, or modifications to the terms of the Revolving Credit and Term Loan Agreement;
(f) Heartland Prairie Bank's declaration of default, which GAP understands occurred on or about April 2022, with an outstanding balance of approximately $31,400,000, including the date of the declaration, the specific defaults cited, and any demand for payment or acceleration of the outstanding balance;
(g) Any discussions regarding the appointment of a receiver for PBGC's assets or any portion thereof, including any court filings or orders relating to the appointment of a receiver.
For each such communication, identify the date, the participants, the medium of communication (in person, telephone, email, letter, or other), and summarize the substance of the communication to the extent not privileged.
INTERROGATORY NO. 12 — Forbearance Negotiations with GAP
Describe in detail all communications between PBGC (including any of its officers, directors, employees, agents, or representatives) and GAP (including Darren K. Musgrave and Caleb Jennings, or any other representative of either party) concerning the following:
(a) GAP's written demand letter dated January 25, 2022, for payment of Invoice Nos. GAP-2021-3187, GAP-2021-3244, and GAP-2021-3301, in the aggregate amount of $3,053,250.00, including PBGC's receipt and internal handling of that demand;
(b) The email from Darren K. Musgrave dated February 3, 2022, in which Mr. Musgrave acknowledged the outstanding debt and requested a 90-day forbearance period, including the circumstances under which the email was sent and any internal discussions preceding or following the email;
(c) The forbearance agreement entered into by the parties on or about February 14, 2022, under which GAP agreed to a 60-day forbearance period conditioned upon, among other things, PBGC's payment of Invoice No. GAP-2021-3187, in the amount of $892,500.00, on or before March 1, 2022, including the negotiation of the terms of the forbearance agreement and the persons involved;
(d) PBGC's failure to make the required payment of $892,500.00 by March 1, 2022, as required under the forbearance agreement, including the reasons for PBGC's failure to make such payment;
(e) Any internal discussions, deliberations, or decisions at PBGC regarding the decision not to make the March 1, 2022, payment, including the persons involved and the factors considered;
(f) Any and all additional communications between PBGC and GAP occurring after GAP's suspension of further deliveries on March 8, 2022, pursuant to Section 8.2 of the Off-Take Agreement, including any efforts by PBGC to resume the relationship, negotiate alternative payment arrangements, or otherwise address GAP's claims.
INTERROGATORY NO. 13 — Affirmative Defense: Failure to Mitigate
With respect to PBGC's surviving affirmative defense of failure to mitigate damages — the Court having stricken PBGC's affirmative defenses of force majeure and commercial impracticability by order of the Honorable Patricia Delacroix entered on August 22, 2022 — state the following:
(a) The complete factual basis for PBGC's contention that GAP failed to mitigate its damages, including a detailed description of all facts known to PBGC that support this defense;
(b) The specific actions that PBGC contends GAP should have taken but failed to take in order to mitigate its damages, including the timing at which PBGC contends such actions should have been taken;
(c) The specific damages that PBGC contends could have been avoided had GAP taken the actions identified in subpart (b) above;
(d) The dollar amount by which PBGC contends GAP's damages should be reduced as a result of GAP's alleged failure to mitigate, and the methodology or calculation by which PBGC arrived at such amount;
(e) Identify all documents that support, refer to, or relate to PBGC's failure-to-mitigate defense;
(f) Identify all persons with knowledge of facts relevant to PBGC's failure-to-mitigate defense, including the subject matter of each such person's knowledge.
INTERROGATORY NO. 14 — Other Creditor Litigation and Claims
Identify all lawsuits, arbitration proceedings, administrative proceedings, regulatory actions, or other claims filed against PBGC, or threatened in writing, since January 1, 2021, including but not limited to claims by trade creditors, lenders, employees, governmental agencies, and insurers. For each such proceeding or claim, state:
(a) The full caption or title of the proceeding;
(b) The case number or reference number;
(c) The court, tribunal, or agency before which the proceeding is pending;
(d) The nature of the claim or claims asserted;
(e) The amount of damages or relief sought;
(f) The current status of the proceeding, including whether the proceeding is active, stayed, or concluded;
(g) Any judgments, settlements, consent orders, or other resolutions that have been reached, including the terms and amounts thereof.
Include specifically any proceeding or dispute relating to the insurance coverage dispute with Triton Mutual Insurance Co. regarding the Macon County Elevator fire.
INTERROGATORY NO. 15 — Darren K. Musgrave Personal Guaranty
Describe PBGC's understanding of the limited personal guaranty executed by Darren K. Musgrave (the "Musgrave Guaranty"), attached as Exhibit D to the Off-Take Agreement, including:
(a) The scope and terms of the guaranty, including the obligations guaranteed and any conditions or limitations on Mr. Musgrave's liability;
(b) The guaranty cap of $2,000,000, including whether PBGC contends that such cap limits or modifies GAP's recovery under the guaranty in any way beyond the face amount of the cap;
(c) Whether PBGC contends that the Musgrave Guaranty is unenforceable or subject to any defense, and if so, the complete factual and legal basis for each such contention, including the identification of any facts, documents, or legal authorities upon which PBGC relies;
(d) Any communications between PBGC and Darren K. Musgrave regarding the Musgrave Guaranty, including any discussions concerning Mr. Musgrave's potential liability under the guaranty in connection with the unpaid Invoices.
INTERROGATORY NO. 16 — Financial Statements and Auditors
Identify the following with respect to PBGC's financial statements and auditing relationships:
(a) All financial statements prepared for or on behalf of PBGC for fiscal years 2019, 2020, 2021, and any interim period in 2022, including annual financial statements, quarterly financial statements, and any special-purpose financial reports;
(b) Whether each such financial statement was audited, reviewed, or compiled, and the level of assurance provided;
(c) The accounting firm that prepared, audited, reviewed, or compiled each such financial statement, including the firm name, address, and the name of the engagement partner, specifically including Mercer Tidwell & Associates PC, 112 West Church Street, Champaign, Illinois 61820, and engagement partner Joan F. Tidwell, to the extent such firm was involved;
(d) The date of each financial statement and the fiscal period covered;
(e) The current custodian of each financial statement and the location at which the statement is maintained;
(f) Whether any auditor's report, review report, or compilation report contained any qualifications, modifications, going concern opinions, or emphasis-of-matter paragraphs, and if so, the substance thereof.
INTERROGATORY NO. 17 — Asset Dispositions and Transfers
Identify any and all transfers, sales, conveyances, assignments, pledges, encumbrances, or other dispositions of PBGC's assets, whether real or personal, tangible or intangible, with a value in excess of $25,000, made since October 1, 2021, including but not limited to transfers of real property, grain inventory, equipment, vehicles, accounts receivable, and any other assets. For each such transfer or disposition, state:
(a) A description of the asset transferred, including sufficient detail to identify the asset;
(b) The date of the transfer or disposition;
(c) The identity of the transferee or recipient, including the full name, address, and relationship (if any) to PBGC or any insider;
(d) The consideration received by PBGC in exchange for the transfer, including the amount and form of consideration;
(e) The purpose of the transfer;
(f) Whether the transfer was made in the ordinary course of PBGC's business, and if so, the basis for that characterization;
(g) Whether the transfer was approved by PBGC's board of directors, and if so, the date and manner of such approval.
INTERROGATORY NO. 18 — Identification of Witnesses
Identify each person known to PBGC who has knowledge of facts relevant to any claim or defense asserted in this action, including but not limited to persons with knowledge of the following subject areas:
(a) The negotiation, drafting, and execution of the Off-Take Agreement;
(b) The deliveries and acceptance of grain under the Off-Take Agreement;
(c) PBGC's payment obligations under the Off-Take Agreement and PBGC's failure to pay the Invoices;
(d) PBGC's financial condition, including its assets, liabilities, and solvency;
(e) The fire at the Macon County Elevator;
(f) PBGC's commodity hedging activities and hedging losses;
(g) Communications between PBGC and GAP, Heartland Prairie Bank, or any other creditor concerning the matters at issue in this litigation;
(h) PBGC's affirmative defense of failure to mitigate damages.
For each person identified, state the person's full name, last known address, telephone number, current employer and title or position, and a summary of the subject matter of the person's knowledge.
INTERROGATORY NO. 19 — Expert Witnesses
Pursuant to Illinois Supreme Court Rule 213(f), identify each person whom PBGC intends to call as an expert witness at the trial of this matter, and for each such person, state:
(a) The expert's full name, current business address, and professional qualifications, including educational background, relevant professional experience, certifications, and areas of specialization;
(b) The subject matter on which the expert is expected to testify;
(c) The opinions that the expert is expected to express and the bases and reasons therefor, stated with reasonable particularity;
(d) Any reports, memoranda, or other documents prepared by the expert in connection with this matter, and the date of each;
(e) The compensation arrangements between PBGC (or its counsel) and the expert, including the hourly rate or other fee arrangement and the total amount paid or committed to date.
INTERROGATORY NO. 20 — Revenue and Operations
State the following regarding PBGC's revenue and business operations:
(a) PBGC's total revenue for fiscal years 2019, 2020, 2021, and year-to-date 2022 (through the date of PBGC's response), broken down by fiscal year;
(b) The approximate annual revenue attributable to operations at each of PBGC's six grain elevator facilities located in Champaign, Macon, and Piatt Counties, Illinois, for each fiscal year during the Relevant Period, identifying each facility by location;
(c) Whether PBGC is currently conducting business operations, and if PBGC has ceased operations in whole or in part, the date on which operations ceased and the circumstances leading to the cessation;
(d) The current number of full-time and part-time employees of PBGC, and the number of employees as of each of the following dates: March 15, 2019; December 31, 2020; December 31, 2021; and the date of PBGC's response.