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I did see your post and Lenard said the same thing to me. Just not sure how to start the process. THx
From what I have read it is a satisfaction of the Creditor....I am asking both Lenard Scwartzer and Geoff Rowley if VIP maybe Sold?
Let you know if I her anything!
Have you filed against the D & O policy? If so....how do we do that?
THX
MHL DIRECTORS TERMINATION & SATISFACTION OF CHARGE:
https://beta.companieshouse.gov.uk/company/05101019/filing-history
First positive ebitda in the history of ECIG. Restructured 94mil in debt @ lower rate with longer runway...no mention of tax issues with VIP. 6 Pillars....VIP Global Brand! This was supposed to be our turnaround quarter...no?
Response From Rowley regarding MHL and ECIG:
Mr. Rowley sent me an email stating:
“We will ensure you are provided with copies of our reports to creditors the first one of which will be issued within 8 weeks of our appointment.
To manage expectations the value of MHL will not be sufficient to repay amounts owing to creditors and there will therefore not be any return to ECIG as the equity holder.
We are presently in early stage investigations in relation to the inter-co position which would seem to indicate that MHL is owed significant amounts of monies from ECIG and in due course we will likely wish to submit a claim in the bankruptcy estate of ECIG. Please can you ensure we are registered as a potential creditor.”
Lenard E. Schwartzer
Federal Bankruptcy Trustee
Another Response:
No. If you make a claim against the officers and directors. I will make a claim on behalf of the bankruptcy estate for coverage of such claims.
Lenard E. Schwartzer
Federal Bankruptcy Trustee
From:
Sent: Tuesday, March 28, 2017 10:48 AM
To: Lenard_ Schwartzer <Trustee@s-mlaw.com>
Subject: Re: ECIG CHAPTER 7 BANKRUPTCY RESPONSE FROM MHL/VIP ADMIN
Is it possible to get the insurance carriers name and claim form? Thx Michael
I will ask him. thx
Response regarding policies:
There are D&O Policies.
Lenard E. Schwartzer
Federal Bankruptcy Trustee
Hi Cuin2...Here are some of the items iI discussed with Mr. Schwartzer from March 22nd
Talked to Lenard Schwartzer today...he is the Bankruptcy Trustee out of Vegas. He was told that Strong was supposed to write the $3mil check for the tax debt owed and then decided he was done writing checks and let VIP go into Administration.
He also told me that the Bids coming in for VIP are for $26-30mil.....well below the debt owed. He said calm waters is not one of the companies bidding...but I would imagine they would use another name if they made a bid!
He said management asked if they could restructure under chapter 11 but the attorneys said there was not enough money.
Crazy....He told me Ecig...Owns Vcig (Never even heard of Vcig) which owns MHL. Vcig shows no worth.
After his review of the case...his conclusion is there is nothing to recoup from Ecig and does not expect any distribution from VIP sale!!
Yes emailed him & Talked to him:
1 (702) 228-7590
No S @ the end of trustee:
trustee@s-mlaw.com
Your description is on Target. I Spoke with the Trustee for ECIG Chapter 7 yesterday....They do not expect any distribution from the Sale of VIP. The administrator for VIP also confirmed there will be nothing to distribute to ECIG form VIP sale.
Trustee for ECIG was told that Calm Water was suppose to write the check for the $3mil Tax Debt and decided he was done writing any more checks and let it go into Admin. He was also told told that they initially assumed VIP would be worth $50-100 million but the bids are coming in at a much lower figure $26-30mil.
According to his information Calm Waters is not one of the companies bidding for VIP. I do not know who is at this point.
Another bit of info is that apparently management asked the bankruptcy attorneys if chapter 11 was an option and there was just not enough money to go that direction.
I was and still am very suspect with the order of events here. We will see who ends up buying VIP.....maybe BAT??
There is no ECIG comeback here in my opinion....there will be nothing left!
IMHO
Any thoughts regarding today's findings regarding VIP? THX
Admin response to active directors:
Mr Olsen
They have also resigned from Must Have Limited.
Kind regards
Geoff Rowley
Joint Administrator
c/o FRP Advisory LLP, 110 Cannon Street, London, EC4N 6EU
Tel: 020 3005 4000
DDI: 020 3005 4289
Fax: 020 3005 4400
Mob: 07785 788011
geoff.rowley@frpadvisory.com
www.frpadvisory.com
FRP Advisory
Must Have Limited ACTIVE Directors....Imagine that!!
GEISKOPF, James Paul
Correspondence address
Units 3-8 Bury South Business Park, Riverview Close, Dumers Lane, Radcliffe, Manchester, M26 2AD
Role ACTIVE
Director
Date of birth
July 1959
Appointed on
22 April 2014
Nationality
American
Country of residence
Usa/California
Occupation
Director
O'NEILL, Daniel James
Correspondence address
Units 3-8 Bury South Business Park, Riverview Close, Dumers Lane, Radcliffe, Manchester, M26 2AD
Role ACTIVE
Director
Date of birth
February 1952
Appointed on
23 April 2015
Nationality
Canadian
Country of residence
Canada
Occupation
Chief Executive
SEAMANS, William
Correspondence address
Units 3-8 Bury South Business Park, Riverview Close, Dumers Lane, Radcliffe, Manchester, M26 2AD
Role ACTIVE
Director
Date of birth
October 1956
Appointed on
8 September 2016
Nationality
American
Country of residence
Usa
Occupation
Chief Financial Officer
LEVIN, David Steven
https://beta.companieshouse.gov.uk/company/05101019/officers
Do the dirty deed collect the cash and ask for forgiveness later:
A Statement Of Apology
MAY 21, 2004
Following is the text of a statement by Richard S. Strong, which was released with the announcement of the $175 million settlement between regulators and Mr. Strong and the Strong Capital Management Company:
The regulatory investigations of me and my company have been resolved, and I now want to apologize to the many thousands of shareholders of Strong Funds. I created Strong and devoted most all of my business life to making Strong a safe, secure and prosperous investment vehicle. Mutual fund investing is core to the futures and needs of millions of American investors, and its hallmark has always been and continues to be the safety and care of the monies entrusted to those who manage these funds.
Throughout my career, I have considered it to be my sacred duty to protect my investors; and yet in a particular and persistent way I let them down. In previous years, I frequently traded the shares of the Strong funds, at the same time that the advice which we gave our investors was to do the opposite and to hold their shares for the long term. My personal behavior in this regard was wrong and at odds with the obligations I owed my shareholders, and for this I am deeply sorry.
I feel the same as you! It is legal Bull$%
From the response I received below...VIP is still owned by ECIG but is in essence protected from ECIG Chapter 7 since the administration of MHL/VIP on March 7th! And the creditor of MHL/VIP is guess who...Calm Waters!
Mr Olsen
MHL remains a wholly owned subsidiary of Ecig. What I am saying is the asset realisations of MHL will be applied to the creditors of MHL not the creditors of Ecig. There will be no value for Ecig as the shareholder of MHL.
MHL was placed into administration as it was unable to meet its liabilities including a significant sum owing to the UK tax authorities.
Kind regards
Geoff Rowley
Joint Administrator
c/o FRP Advisory LLP, 110 Cannon Street, London, EC4N 6EU
Tel: 020 3005 4000
DDI: 020 3005 4289
Fax: 020 3005 4400
Mob: 07785 788011
geoff.rowley@frpadvisory.com
www.frpadvisory.com
My thought is.....They are using the Bankruptcy/Administration laws to Shield VIP from ECIG during Chapter 7. It is a blatant misuse of of protection to allow Calm Waters to move forward with a purchase of VIP and leave the shareholders penniless.
Any long term shareholder here should be furious! We all know that VIP is the cash cow and it is now being taken! The only brand that they focused on building here was VIP......that was very apparent thru the website, product partnerships and prod developments!
Keep watching as I believe Calm Waters will buy VIP & Dan Oneil will continue to be on the board of VIP and assuming other ECIG management as well!
If this was a legitimate bankruptcy...I believe there would have been a professional and formal apology to the shareholders, if they had a conscience!
$%#&
2nd Response from the VIP Administrator..
Mr Olsen
MHL remains a wholly owned subsidiary of Ecig. What I am saying is the asset realisations of MHL will be applied to the creditors of MHL not the creditors of Ecig. There will be no value for Ecig as the shareholder of MHL.
MHL was placed into administration as it was unable to meet its liabilities including a significant sum owing to the UK tax authorities.
Kind regards
Geoff Rowley
Joint Administrator
c/o FRP Advisory LLP, 110 Cannon Street, London, EC4N 6EU
Tel: 020 3005 4000
DDI: 020 3005 4289
Fax: 020 3005 4400
Mob: 07785 788011
geoff.rowley@frpadvisory.com
www.frpadvisory.com
FRP Advisory
My Response:
Mr. Rowley,
Thank you for your prompt response. In a 13D filed on March 7, 2017 is clearly states that Must have Limited is a Wholly owned subsidiary of ECIG:
On March 7, 2017, Calm Waters in its capacity as a senior secured creditor of Must Have Limited, a limited liability company incorporated in England and Wales (“MHL”) and wholly owned subsidiary of Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”) filed a notice of appointment of an administrator by holder of a qualifying charge in respect of MHL (“Notice”).
Link: https://www.streetinsider.com/SEC+Filings/Form+SC+13DA+Electronic+Cigarettes+Filed+by%3A+CALM+WATERS+PARTNERSHIP/12641191.html
Are you implying that Shareholders for ECIG were misinformed and invested in a company falsely claiming VIP as a Brand and wholly owned by Electronic Cigarettes international Group! MHL/VIP is the one entity that produces consistent revenue and is the leader among the brands ECIG owns and a Giant in the UK . The other brands, FIN, Vapestick, Victory...etc have been abandoned by management and VIP is the only brand that was promoted ovr the last year thur Media, product partnerships, product development and growth.
I believe that the administration was by design & deliberate to shed shareholders and move on as a private firm! How can it be said that VIP is not part of ECIG?
Sincerely.
Michael Olsen
Exactly...that is why I believe the administration was orchestrated & triggered purposefully and then ECIG filed for Chapter 7 shortly after!
I am responding to the administrator as we speak. To say that investors put their money here over time knowing VIP is the Revenue generator and the workhorse for the company only to find out it is not part of ECIG????
It is the only Brand they have focused on for a year.....this is deliberate! & fraudulent!!'
IMHO
Strong Gets VIP????
Item 4.
Purpose of the Transaction
Item 4 of the Original Schedule 13D is supplemented with the following:
On March 7, 2017, Calm Waters in its capacity as a senior secured creditor of Must Have Limited, a limited liability company incorporated in England and Wales (“MHL”) and wholly owned subsidiary of Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”) filed a notice of appointment of an administrator by holder of a qualifying charge in respect of MHL (“Notice”). This filing placed MHL under the “administration” process (the “Administration”) in the United Kingdom (“UK”) by order of the High Court of Justice, Chancery Division, Companies Court in England and Wales. Geoff Rowley and Anthony Collier, both partners at FRP Advisory LLP, were appointed as joint administrators with respect to MHL.
MHL is the subject of insolvency proceedings due to a winding up petition presented by HM Revenue & Customs (“HMRC”) on February 2, 2017 that is listed to be heard on March 20, 2017. The insolvency proceedings arose from an unsatisfied tax obligation of MHL in the amount of approximately $3 million which remains owed to HMRC. In light of this unsatisfied tax obligation and the Company’s inability to satisfy this tax obligation and other expected near term obligations, Calm Waters filed the Notice.
The winding up petition presented by HMRC in respect of the unsatisfied tax obligation of MHL described above and the Administration of MHL has caused the Company to default under all of its outstanding secured debt obligations to Calm Waters (the “Cross-Defaults”), including under that certain Credit Agreement, dated April 27, 2015, between the Company and Calm Waters, as amended. The Cross-Defaults have resulted in the acceleration of outstanding debt owed by the Company to Calm Waters, which amounts have become immediately due and payable (the “Accelerated Debt”). Calm Waters intends to take such action, including in the Administration, as will maximize its recovery of the Accelerated Debt.
https://www.streetinsider.com/SEC+Filings/Form+SC+13DA+Electronic+Cigarettes+Filed+by%3A+CALM+WATERS+PARTNERSHIP/12641191.html
Response from the VIP Administrator....VIP NOT PART OF ECIG!!!!
From: "Geoff Rowley" <Geoff.Rowley@frpadvisory.com>
To:
Sent: Wednesday, March 22, 2017 6:32:43 AM
Subject: Must Have Limited (In Administration)("MHL")
Dear Mr Olsen
Thank you for your e mail.
I would confirm that MHL was placed into administration on 7th March 2017. The estate of MHL is separate to that of Ecig and will not form part of the Ecig Chapter 7 process. Asset realisations from the estate of MHL will be distributed to the creditors of MHL and will be insufficient to pay all creditors in full. There will not be a return to Ecig as the shareholder of MHL. Creditors of Ecig will not have a right to participate in any distribution to the creditors of MHL.
My apologies that I am unable to provide you with a more positive response.
Kind regards
Geoff Rowley
Joint Administrator
c/o FRP Advisory LLP, 110 Cannon Street, London, EC4N 6EU
Tel: 020 3005 4000
DDI: 020 3005 4289
Fax: 020 3005 4400
Mob: 07785 788011
geoff.rowley@frpadvisory.com
www.frpadvisory.com
FRP Advisory
Geoffrey Paul Rowley is authorised to act as an insolvency practitioner in the United Kingdom by the Insolvency Practitioners Association
Partners and directors who act as office holders do so as agents and without personal liability
From: olsen_michael@comcast.net [mailto:olsen_michael@comcast.net]
Sent: Wednesday, 22 March, 2017 1:02 PM
To: Geoff Rowley <Geoff.Rowley@frpadvisory.com>
Cc:
Subject: ECIG CHAPTER 7 BANKRUPTCY MHL dba VIP
Good Morning Mr. Rowley,
It has been brought to my attention that you are one of the administrator's representing MHL/VIP while under administration I am an investor in Electronic Cigarettes International Group and I am getting mixed information out of the the UK regarding VIP.
VIP was placed into administration and then shortly after ECIG filed for Chapter 7 bankruptcy on 3/16/17. The attached document shows MHL as one of ECIG's investments/assets.
MHL/VIP should be part of the liquidation to pay off creditors or is that not the case since they were placed under administration prior to the bankruptcy filing?
My losses here are significant and I would like more info regarding the situation.
I greatly appreciate your time!
Sincerely,
Michael Olsen
Put your company into administration
You can put your company or limited liability partnership (LLP) into administration if it’s in debt and can’t pay the money it owes.
You’ll be protected from legal action by people or organisations who are owed money (‘creditors’) and nobody can apply to wind up your company during administration.
Administration can mean your company doesn’t have to pay all its debts in full - but your company can still be wound up.
There are other options for handling your company’s debts - you can get legal advice if you’re not sure administration is suitable for your company.
Appoint an administrator
You must appoint an administrator - who must be a professional ‘insolvency practitioner’.
During administration you must hand over control of your company and everything it owns (its ‘assets’) to your administrator.
The administrator’s fees are paid by your company.
How administration works
The administrator will write to your creditors and Companies House to say they’ve been appointed - they’ll also publish a notice of their appointment in The Gazette.
Your administrator will try to stop your company being wound up (‘liquidated’). If they can’t, they will try to pay as much of your company’s debts as possible from the company’s assets.
Your administrator has 8 weeks to write a statement explaining what they plan to do.
They must send a copy to creditors, employees and Companies House and invite them to approve or amend the plans at a meeting.
The administrator could decide to:
negotiate a Company Voluntary Arrangement (CVA) so your company can keep trading
sell your business as a ‘going concern’ to another company - meaning your business can carry on, eg by keeping its clients, workforce or orders
sell your assets as part of a creditors’ voluntary liquidation, pay your creditors from any money raised and close your company
close your company if there’s nothing to sell
For as long as the company is in administration your administrator will run your business.
The administrator has control over your business during administration, eg they can cancel or renegotiate any contracts you have or make employees redundant.
When administration ends
Your company’s administration will end when either:
the administrator decides the purpose of administration has been achieved, eg a CVA has been agreed with the creditors
the administrator’s contract ends - this happens automatically after a year, but it can be renewed
You won’t have protection against any legal action your creditors take once administration has ended.
Last updated: 8 March 2017
Can You Stop your Company From Going Into Administration?
Once an administrator has been appointed there is little that can be done to reverse the process. However, if action is taken early it may be possible to substitute a conventional administration with a pre-pack administration, which could allow the company directors to form a new company or another interested party to purchase the assets of the old one and continue operating.
Knowing when a company is insolvent and immediatley taking appropriate measures is the only way to avoid your company from going into administration. In cases where liquidation or receivership seems imminent, by approaching an insolvency practitioner as soon as possible will provide for the least detrimental outcome for the company.
http://www.realbusinessrescue.co.uk/company-administration/going-into-administration
Corporate Ownership Statement Corporate Affiliates added to case:, CALM WATERS PARTNERSHIP, CEDE & CO, MANFINCO Filed by BART K. LARSEN on behalf of ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. (LARSEN, BART) (Entered: 03/16/2017)
Non-Individual Schedule[s] A/B, Real Property Amount: $ 0.00, Personal Property Amount: $ 489,273.46, D, Creditors Holding Secured Claims Amount: $ 105,269,491.90, E/F, Creditors Holding Unsecured Priority Claims Amount: $ 650,298.04, Creditors Holding Unsecured Nonpriority claims Amount: $ 975,309.85, G, H, Summary of Assets and Liabilities, Declaration Concerning Debtor[s] Schedules, Filed by BART K. LARSEN on behalf of ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. (LARSEN, BART) (Entered: 03/16/2017)
Meeting of Creditors and Notice of Appointment of Trustee LENARD E. SCHWARTZER, . 341 meeting to be held on 04/24/2017 at 08:00 AM at 341s - Foley Bldg,Rm 1500. (Entered: 03/16/2017)
Creditors Meeting April 24th 8am
Fin Website Dead:
https://www.fincigs.com/
UL Announces Certification for Electronic Cigarettes
http://finance.yahoo.com/news/ul-announces-certification-electronic-cigarettes-130000667.html
Still 80% Liquidation sale @ VAPESTICK:
https://www.vapestick.co.uk/
When will we find out who the trustee is? Thank you for sharing!!
The send me a private message with your email!
I don't disagree.....but what is your reasoning or benefit to Calm Waters?
Do they reverse the Chapter 7 and change to 11 or 13?
THX