Case Doc 61 Filed 10/16/17 Entered 10/16/17 22:13:16 Main Document Page 1 of 10 COPSYNC, INC., CASE NO.:

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1 Page 1 of 10 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF LOUISIANA IN RE: COPSYNC, INC., CASE NO.: Debtor CHAPTER 11 DEBTOR S REPLY TO THE BREWER GROUP S OBJECTION TO MOTION FOR THE ENTRY OF THE ORDERS (I) APPROVING THE SALE OF ASSETS FREE AND CLEAR, (II) APPROVING BID PROCEDURES IN CONNECTION WITH THE SALE, (III) APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN CONTRACTS AND LEASES AND APPROVING THE PROCEDURES TO BE EMPLOYED WITH ASSUMPTION AND ASSIGNMENT, (IV) APPROVING DEBTOR S FORM OF NOTICE, AND (V) GRANTING RELATED RELIEF (REC. DOC. 57) Debtor, COPsync, Inc. (the Debtor ), by and through its undersigned counsel, hereby files this Reply to The Brewer Group, Inc. s Objection to Motion for the Entry of the Orders (I) Approving the Sale of Assets Free and Clear, (II) Approving Bid Procedures in Connection with the Sale, (III) Approving the Assumption and Assignment of Certain Contracts and Leases and Approving the Procedures to be Employed with Assumption and Assignment, (IV) Approving Debtor s Form of Notice, and (V) Granting Related Relief (D.E. 57) (the Objection ) and states as follows: 1. On September 29, 2017 (the "Petition Date"), the Debtor filed for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ). The Debtor is operating its business as a debtor-in-possession. Bankruptcy Code 1107 and No trustee or examiner has been appointed, and no official committee of creditors has yet been established.

2 Page 2 of On the Petition Date, the Debtor filed a number of first-day motions, including a Motion for the Entry of Orders (I) Approving the Sale of Assets Free and Clear, (II) Approving Bid Procedures in Connection with the Sale, (III) Approving the Assumption and Assignment of Certain Contracts and Leases and Approving the Procedures to be Employed with Assumption and Assignment, (IV) Approving Debtor s Form of Notice, and (V) Granting Related Relief [D.E. 6] (the Bid Procedures Motion ). 3. The Bid Procedures Motion is set for hearing on October 17, On October 16, 2017, the Brewer Group, Inc. ( TBG ) filed an objection to the Bid Procedures Motion [D.E. 57] (the Sale Objection ). 5. The Sale Objection should be overruled, and the sale process and Bid Procedures 1 should go forward as outlined in the Bid Procedures Motion. As will be described herein, the Sale Objection is more appropriately addressed at the final approval of the sale, rather than the approval of a sales process and Bid Procedures. More critically, the Debtor cannot survive the financial burden of a delay. 6. The Debtor has detailed its financial and operational struggles prior to filing this Bankruptcy Case in its first day motions. Though it was able to find a lender willing to provide it with post-petition debtor-in-possession financing to permit the company to operate until the 1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Bid Procedures Motion. 2

3 Page 3 of 10 sales process is completed, it will not be able to survive any delays caused by slowing down this sale process. 7. Further, each concern raised by TBG can be addressed in tandem with the sale process and, if necessary, brought to the Court for resolution prior to a final sale hearing. 8. TBG argues that the fact that the Debtor s schedules have not yet been filed makes it unable to fully evaluate the terms and bidding procedures set forth in the Bid Procedures Motion. 9. The Debtor is doing its best with a lean workforce to file its schedules by today s deadline. The asset valuations will be predominately estimates, and TBG, as well as any other interested bidder, will have sufficient time to conduct due diligence, including hiring its own expert(s) to value the Debtor s assets, and consider whether it would like to file its own Qualified Bid, as permitted by the proposed Bid Procedures. 10. The Court s approval of the Bidding Procedures and granting the authority for the Debtor to move forward with the process outlined therein does not have to wait for TBG to complete its due diligence prior to determining whether to submit a competing bid. 11. More pressingly, the Debtor cannot afford to lengthen this process. As the Debtor s CEO testified at the First Day Hearings, the Debtor has received post-petition financing which is sufficient only to get it to through the sale process. Simply put, the delay to the Debtor would be 3

4 Page 4 of 10 catastrophic, whereas there is no real prejudice to TBG in the Court s approval of a process for the sale to move forward. 12. TBG s disagreement with the Debtor regarding the status of TBG s security interest can also be determined in tandem with sale process, and does not need to hold up the sales process as to other third parties. 13. For these reasons, the Debtor respectfully requests that the overrule TBG s objection, permitting the sale process to go forward in a timely manner as set forth in the Bid Procedures Motion. Respectfully submitted, ADAMS AND REESE LLP By: /s/john M. Duck JOHN M. DUCK (#5104) ROBIN B. CHEATHAM (#4004) VICTORIA P. WHITE (#33430) 4500 One Shell Square 701 Poydras Street, Suite 4500 New Orleans, LA Ph: (504) Fx: (504) s: john.duck@arlaw.com robin.cheatham@arlaw.com victoria.white@arlaw.com Attorneys for the Debtor 4

5 Page 5 of 10 CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing has been served upon all parties listed below via the court s CM/ECF electronic service and/or on the attached limited master mailing matrix by placing a copy in the United States mail, first class, postage prepaid and properly addressed on October 16 th, David Baddley baddleyd@sec.gov Victoria W Baudier victoria.white@arlaw.com, laurie.anders@arlaw.com Brandon A. Brown bbrown@stewartrobbins.com, kheard@stewartrobbins.com;jdelage@stewartrobbins.com Jeffrey M. Burmaster jburmaster@kingkrebs.com, shendrix@kingkrebs.com Elwood F. Cahill ecahill@shergarner.com, rluminais@shergarner.com;jclayton@shergarner.com John M. Duck john.duck@arlaw.com, laurie.anders@arlaw.com;vicki.owens@arlaw.com;kelley.videtich@arlaw.com J. David Forsyth jdf@sessions-law.com J. Patrick Gaffney gaffney@carverdarden.com Steven A. Ginther edlaecf@dor.mo.gov Leann Opotowsky Moses moses@carverdarden.com, langley@carverdarden.com Robert J. Stefani rstefani@kingkrebs.com, dramey@kingkrebs.com;chaik@kingkrebs.com Paul Douglas Stewart dstewart@stewartrobbins.com, jdelage@stewartrobbins.com;baltazan@stewartrobbins.com;kheard@stewartrobbins.com ;library@stewartrobbins.com Office of the U.S. Trustee USTPRegion05.NR.ECF@usdoj.gov /s/john M. Duck JOHN M. DUCK 5

6 Page 6 of 10 COPsync, Inc. Counsel for Debtor John M. Duck Adams and Reese LLP One Shell Square 701 Poydras Street, Suite 4500 New Orleans, LA john.duck@arlaw.com Robin B. Cheatham Adams and Reese LLP One Shell Square 701 Poydras Street, Suite 4500 New Orleans, LA robin.cheatham@arlaw.com Victoria P. White Adams and Reese LLP One Shell Square 701 Poydras Street, Suite 4500 New Orleans, LA victoria.white@arlaw.com David K. Bowsher Adams and Reese LLP Regions Harbert Plaza th Avenue North, Suite 3000 Birmingham, AL david.bowsher@arlaw.com Top 20 Unsecured Creditors CDW.g 75 Remittance Drive Suite 1515 Chicago, IL Brewer & Association Consulting IDS Center Suite South Eighth Street Minneapolis, MN City of Dalhart Police Department P. O. Box 2005 Dalhart, TX Brother Mobile Solutions, Inc. P. O. Box Pittsburgh, PA City of Pharr 1900 S. Cage Pharr, TX

7 Page 7 of 10 County of Crockett Sheriff s Office P. O. Box 1931 Ozona, TX County of Moore Sheriff s Office 700 South Bliss Dumas, TX County of Hutchinson Sheriff s Office 1400 Veta Street Borger, TX County of Wheeler Sheriff s Office P. O. Box 88 Wheeler, TX County of Live Oak Sheriff s Office 200 Larry R. Busby Drive George West, TX Falls County Sheriff s Office 2847 Highway 6 Marlin, TX Friedman, LLC 301 Lippincott Drive 4 th Floor Marlton, NJ Microsoft Corporation P. O. Box Dallas, TX Goodwin 100 Northern Avenue Boston, MA Perryton Police Department 21 SE 2 nd Avenue Perryton, TX Harter Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, NY Pryor Cashman LLP 7 Times Square New York, NY Robert Half Management Resources P. O. Box Los Angeles, CA San Augustine County Sheriff s Office 219 North Harrison San Augustine, TX Votronics 1505 Capital Avenue Plano, TX

8 Page 8 of 10 Secured Creditors Explansion Capital Group 6001 S. Sharon Avenue Suite 6 Sioux Falls, SD Patsy s Leasing 31 Hall Street Concord, NH Walter Morales Chrysler Capital P. O. Box Dallas, TX Live Oak Factoring Prosperity Bank 1805 FM 2673 Canyon Lake, TX Dominion Capital LLC 341 W. 38th Street Suite 800 New York, NY MEF I, LLP 40 Wall Street New York, NY Thinkstream Acquisition, LLC dba Kologik c/o Brandon A. Brown, Stewart Robbins & Brown, LLC 301 Main Street, Suite 1640 Baton Rouge, LA Governmental/Priority Creditors Internal Revenue Service 1555 Poydras Street New Orleans, LA Louisiana Department of Revenue 617 North Third Street Baton Rouge, LA

9 Page 9 of 10 Louisiana Workforce Commission 1001 N. 23rd Street Baton Rouge, LA United States Justice Department 600 Jefferson Street Lafayette, LA Notice of Appearance Mary Langston Assistant United States Trustee 400 Poydras St., Suite 2110 New Orleans, Louisiana mary.langston@usdoj.gov Missouri Department of Revenue Bankruptcy Unit Attn: Steven A. Ginther P. O. Box 475 Jefferson City, MO J. Patrick Gaffney Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux, L.L.C Poydras Street, Suite 3100 New Orleans, LA U. S. Department of Labor Attn: Limei Zhang Wage and Hour Investigator 1701 East Lamar Blvd., Suite 270 Arlington, TX United States Securities and Exchange Commission Office of Investor Education & Advocacy 100 F. Street NE Washington, DC J. David Forsyth Sessions, Fishman, Nathan & Israel, L.L.C. 400 Poysras Street, Suite 2550 New Orleans, LA jdf@sessions-law.com U.S. Securities and Exchange Commission David W. Baddley 950 East Paces Road, N.E., Suite 900 Atlanta, GA baddleyd@sec.gov Jeffrey M. Burmaster King, Krebs & Jurgens, P.L.L.C. 201 St. Charles Avenue, 45 th Floor New Orleans, LA Leann Opotowsky Moses Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux, L.L.C Poydras Street, Suite 3100 New Orleans, LA U. S. Securities and Exchange Commission Attn: Barbara L. Gunn, Asst. Rel. Dir. Fort Worth Regional Office 801 Cherry Street, Suite 29th Floor Fort Worth, TX Paul Dougas Strewart William S. Robins\Brandon A. Brown Stewart Robbins & Brown, LLC P. O. Box 2348 Baton Rouge, LA dstewat@stewartrobbins.com; wrobbins@stewatrobbins.com; bbrown@stewartrobbins.com Elizabeth Weller Linebarger Goggan Blair & Sampson, LLP 2777 N. Stemmons Freeway, Suite 1000 Dallas, TX Robert J. Stefani King, Krebs & Jurgens, P.L.L.C. 201 St. Charles Avenue, 45 th Floor New Orleans, LA

10 Page 10 of 10 Request to Receive Notices Pursuant to Motion to Establish Notice Procedures Wampum Books, LLC Attn: Stephanie A. Duckworth 103 Edward Drive Franklin Park, NJ

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