26163/201/03/2012 19237783.3
UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE
In re:COACH AM GROUP HOLDINGS CORP.,
et al.
1
Debtors.Chapter 11Case No. 12-___________(___)(Joint Administration Requested)
DECLARATION IN SUPPORT OFCHAPTER 11 PETITIONS AND FIRST DAY MOTIONS
Brian E. Cejka, pursuant to 28 U.S.C. § 1746, declares as follows:1.
I am the Chief Restructuring Officer for the above-captioned debtors anddebtors-in-possession (collectively, the “
Debtors
”).2.
As a result of my involvement with the Debtors, my review of public andnon-public documents, and my discussions with other members of the Debtors’ managementteam and the Debtors’ professionals, I am familiar with the Debtors’ business, financial
1
Coach Am Group Holdings Corp. (4830); Coach Am Holdings Corp. (1816); CoachAmerica Holdings, Inc. (2841); American Coach Lines, Inc. (2470); America Charters, Ltd.(8246); American Coach Lines of Atlanta, Inc. (4003); American Coach Lines of Jacksonville,Inc. (1360); American Coach Lines of Miami, Inc. (7867); American Coach Lines of Orlando,Inc. (0985); Coach America Group, Inc. (2816); B & A Charter Tours, Inc. (9392); Dillon’s BusService, Inc. (5559); Florida Cruise Connection, Inc. (9409); Hopkins Airport LimousineServices, Inc. (1333); Lakefront Lines, Inc. (5309); The McMahon Transportation Company(0030); Midnight Sun Tours, Inc. (2791); Royal Tours of America, Inc. (2313); Southern CoachCompany (6927); Tippet Travel, Inc. (8787); Trykap Airport Services, Inc. (0732); TrykapTransportation Management, Inc. (2727); KBUS Holdings, LLC (6419); ACL Leasing, LLC(2058); CAPD, LLC (4454); Coach America Transportation Solutions, LLC (6909); CUSA, LLC(3523); CUSA ASL, LLC (2030); CUSA AT, LLC (2071); CUSA AWC, LLC (2084); CUSABCCAE, LLC (2017); CUSA BESS, LLC (3610); CUSA CC, LLC (1999); CUSA CSS, LLC(1244); CUSA EE, LLC (1982); CUSA ELKO, LLC (4648); CUSA ES, LLC (1941); CUSA FL,LLC (1920); CUSA GCBS, LLC (1891); CUSA GCT, LLC (1833); CUSA KBC, LLC (1808);CUSA K-TCS, LLC (1741); CUSA Leasing, LLC (1321); CUSA PCSTC, LLC (1701); CUSAPRTS, LLC (1591); CUSA RAZ, LLC (0640); CUSA Transit Services, LLC (8847); Get A Bus,LLC (1907); Coach BCCAE, L.P. (3488); Coach Leasing BCCAE, L.P. (6784). The Debtors’corporate offices are located at 8150 North Central Expressway, Suite M1000, Dallas, Texas75206.
-2-condition, policies and procedures, day-to-day operations, and books and records. Except asotherwise noted, I have personal knowledge of the matters set forth herein or have gainedknowledge of such matters from the Debtors’ employees, professionals, or retained advisers thatreport to me in the ordinary course of my responsibilities. References to the Bankruptcy Code (asdefined below), the chapter 11 process and related legal matters are based on my understandingof such matters in reliance on the explanation provided by, and the advice of, counsel. If calledupon to testify, I could and would testify competently to the facts set forth in this Declaration.3.
On the date hereof (the “
Petition
Date
”), the Debtors filed voluntarypetitions for relief under chapter 11 of title 11 of the United States Code (the “
BankruptcyCode”
) in the United States Bankruptcy Court for the District of Delaware (the “
Court
”). TheDebtors will continue to operate their businesses and manage their properties as debtors-in-possession.4.
I submit this Declaration on behalf of the Debtors in support of theDebtors’ (a) voluntary petitions for relief under chapter 11 of the Bankruptcy Code and (b) “firstday” motions, which are being filed contemporaneously with the voluntary petitions(collectively, the “
First
Day
Motions
”). The Debtors seek the relief set forth in the First DayMotions in order to minimize the impact of the commencement of these chapter 11 cases on theirbusiness as well as to ensure a smooth transition into chapter 11 for the Debtors’ employees,customers, and vendors and suppliers. I have reviewed the Debtors’ petitions and the First DayMotions, or have otherwise had their contents explained to me, and it is my conclusion that therelief sought in each First Day Motion is essential to ensure the uninterrupted operation of theDebtors’ businesses and the success of these chapter 11 cases.5.
Part I of this Declaration provides an overview of the Debtors’ business,organizational structure, capital structure, and significant prepetition indebtedness, as well as adiscussion of the Debtors’ financial performance and the events leading to the Debtors’ chapter11 filings. Part II sets forth the relevant facts in support of the First Day Motions.
-3-
PART IA.
Business Overview
6.
The Debtors operate the largest tour and charter bus service and thesecond largest motorcoach service in the United States. The Debtors operate primarily under thewell-recognized Coach America, CUSA, American Coach Lines and Gray Line brands. Servicesprovided by the Debtors include motorcoach charters, tours and sightseeing, commutertransportation, airport and casino shuttles, rail crew transportation and contract services formunicipalities and corporations. The Debtors’ fleet consists of over 3,000 well maintainedvehicles, including 1,623 full size motor coaches, 351 minibuses and cutaways, 902 vans and 39trolleys.7.
The Debtors employ approximately 6,000 people and have a monthlypayroll of approximately $13.8 million.
B.
Prepetition Indebtedness And Capital Structure
8.
As discussed in the First Day Declaration, as of the Petition Date, theDebtors had outstanding secured debt obligations in the aggregate principal amount of approximately $388,752,806 including approximately $318,729,664 in first lien debt arisingunder the Prepetition First Lien Credit Agreement (as defined below), $30,500,000 in second liendebt arising under the Prepetition Second Lien Credit Agreement (as defined below) andapproximately $39,523,141 owed to certain capital lessors who are secured by liens over certainof the Debtors’ capital assets.9.
In addition, the Debtors’ unsecured obligations (including trade and otherclaims) as of the Petition Date total at least $15 million.
2
2
Nothing contained herein constitutes an admission or acknowledgment that any claimsdescribed and identified in this Declaration are valid, enforceable, allowable, or not subject todisputes, counterclaims, or offsets.
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