Patriot Rail Corp. v. Sierra Railroad Company

Filing 731

ORDER signed by District Judge Troy L. Nunley on 02/09/16 ORDERING that the 710 Notice of Request to Seal Document(s) filed by Patriot Rail Holdings, LLC, Gary O. Marino, Patriot Equity LLC is GRANTED. (Benson, A)

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Matthew P. Vafidis (California Bar No. 103578)
John Kern (California Bar No. 206001)
Jessica Lanier (California Bar No. 303395)
Daniel Kappes (California Bar No. 303454)
HOLLAND & KNIGHT LLP
50 California Street, Suite 2800
San Francisco, CA 94111
Telephone: [phone]
Fax: [phone]
E-mail: [e-mail]
[e-mail]
[e-mail]
[e-mail]

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Attorneys for Non-Party Proposed Additional Judgment Debtors
GARY O. MARINO, PATRIOT EQUITY, LLC
and PACIFIC RAIL HOLDINGS, LLC

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UNITED STATES DISTRICT COURT

Holland & Knight LLP

50 California Street, Suite 2800
San Francisco, CA 94111
Tel: [phone]
Fax: [phone]

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EASTERN DISTRICT OF CALIFORNIA

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SACRAMENTO DIVISION

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PATRIOT RAIL CORP., a Delaware
corporation,
Plaintiff,

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v.

Case No.: 2:09-CV-00009-TLN-AC
ORDER GRANTING GARY O.
MARINO, PATRIOT EQUITY, LLC,
AND PACIFIC RAIL HOLDINGS,
LLC’S, REQUEST TO
FILE DOCUMENTS UNDER SEAL

SIERRA RAILROAD COMPANY, a
California corporation,

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Defendant.
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SIERRA RAILROAD COMPANY, a
California corporation,
Counter-Claimant,

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Hearing Date: February 25, 2016
Hearing Time: 2 p.m.
Dept.:
Courtroom 2
Judge:
Hon. Troy L. Nunley

v.
PATRIOT RAIL, LLC, PATRIOT RAIL
CORPORATION, and LARRY COE,

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Counter-Defendants.
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AND ALL RELATED COUNTERCLAIMS
AND COUNTERCLAIMANTS.

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ORDER GRANTING REQUEST TO FILE UNDER SEAL

CASE NO.: 2:09-CV-00009-TLN-AC

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Non-Party Proposed Additional Judgment Debtors Gary O. Marino, Patriot Equity, LLC, and

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Pacific Rail Holdings, LLC, (formerly known as “Patriot Rail Holdings, LLC”) having filed a

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Request to File Documents Under Seal,

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And papers and argument in support this Request having been submitted to and duly
considered by this Court,

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AND GOOD CAUSE APPEARING THEREFOR

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IT IS HEREBY ORDERED:

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(1) The following documents will be filed under seal:

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a.

The Declaration of Douglas Aguilera (“Aguilera Decl.”)

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b.

Purchase Price Allocation, Pursuant to FASB ASC 805—Business Combinations,

Holland & Knight LLP

50 California Street, Suite 2800
San Francisco, CA 94111
Tel: [phone]
Fax: [phone]

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Acquisitions of Patriot Rail Corp., Valuation Date: June 18, 2012, prepared by ValueScope Inc.,

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Exhibit B to the Aguilera Decl.

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c.

Stock Purchase Agreement dated as of May 4, 2012 among Patriot Funding LLC and

Patriot Rail Holdings LLC, Exhibit C to the Aguilera Decl.
d.

Patriot Rail Holdings, LLC and Subsidiaries, Consolidated Financial Report,

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December 31, 2011 and 2010, including the Independent Auditor’s Report issued by McGladrey,

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Exhibit D to the Aguilera Decl.

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e.

Patriot Rail Corp., Consolidated Financial Statements as of December 31, 2012 and

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for the Period from January 1, 2012 through June 18, 2012 (Predecessor Period) and from June 19,

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2012 through December 31, 2012 (Successor Period), PricewaterhouseCoopers, Exhibit E to the

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Aguilera Decl.

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f.

Funds Flow Memorandum, Exhibit F to the Aguilera Decl.

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g.

Patriot Rail Company and Subsidiaries Financial Compliance Package, 3rd Quarter

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2015, Exhibit G to the Aguilera Decl.
h.

Patriot Rail Company LLC Consolidated Financial Statements, December 31, 2014,

Exhibit H to the Aguilera Decl.
i.

Patriot Rail, LLC Summary of Distributions, Exhibit I to the Aguilera Decl.

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-2PROPOSED ORDER GRANTING REQUEST TO FILE UNDER SEAL

CASE NO.: 2:09-CV-00009-TLN-AC

j.

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Chart used to validated unitholders’ ownership percentages, Exhibit B to the

Declaration of Joyce Balfour (“Balfour Decl.”)

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k.

Representative American Express (“AMEX”) bill chart, Exhibit C to Balfour Decl.

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l.

Patriot Rail Holdings, LLC, Investor Rights Agreement, Exhibit A to the Declaration

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of Robert Derrick

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m.

Excerpts from Deposition of Mike Hart, Exhibit D to the Declaration of Gary O.

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Loan Agreement between Old Patriot and Prudential Capital Group, Exhibit E to the

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Marino

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Declaration of Bennett Marks (“Marks Decl.”)
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Holland & Knight LLP

50 California Street, Suite 2800
San Francisco, CA 94111
Tel: [phone]
Fax: [phone]

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Bennett Marks’s Employment Agreement with New Patriot, Exhibit K to the Marks

p.

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Transcript of the October 8, 2015 hearing, placed under seal by this Court, Exhibit A

Decl.

to the Declaration of John Kern (“Kern Decl.”)

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q.

Excerpts from the Deposition of Mike Hart, Exhibit B to Kern Decl.

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r.

Loan Agreement between SRC and Sierra, Exhibit N to Kern Decl.

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s.

Excerpts from the Deposition of Chris Kinney, Exhibit O to Kern Decl.

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t.

Excerpts from the Deposition of Jennifer Whiteman, Exhibit P to Kern Decl.

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(2)

All parties, their representative counsel, all Non-Party Proposed Additional

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Judgment Debtors, and this Court’s staff should be permitted access to these documents under seal

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as necessary to rule upon or adjudicate any motions and/or claims in this matter.

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IT IS SO ORDERED.

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Dated: February 9, 2016

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Troy L. Nunley
United States District Judge

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-3-

PROPOSED ORDER GRANTING REQUEST TO FILE UNDER SEAL

CASE NO.: 2:09-CV-00009-TLN-AC