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United States Bankruptcy Court for the DISTRICT OF DELAWARE 11 Chapter Case number ûtk ownJ Fll! ln thls lnformatlon to ldentlfy your case: n Check if this an amended fìling Official Form 201 Voluntary Petition for Non-lndividuals Filing for Bankruptcy 4t16 lf more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor's name and case number (¡f known). For more information, a separate document, lnstructions for Bankruptcy,Forms for Non-lndividuals, is ava¡lable. 1. Debtor's name Seaborne Virgin lslands, lnc 2. All other names debtor used in the last I years lnclude any assumed names, trade names and dolng busrness âs names DBA Seaborne Airlines 3. Debtor's federal Employer ldênt¡f¡cat¡on Number (ElN) 66-0555458 4. Debtor's address Principal place of business World Plaza Building,9th Floor 268 Munoz Rivera Avenue San Juan, PR 00918 Mailing address, if different from principal place of business P.O. Box, Number, Street, City, State & ZIP Code Location of pr¡ncipal assets, if different from principal place of business Number, Street, City, State & ZIP Code Number, Street, City, State & ZIP Code San Juan County 5. Debtor's webs¡te (URL) 6. Type of debtor ffi Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) l_l Partnership (excluding LLP) [l otner. Specify: Official Form 201 Voluntary Petition for Non-lndividuals Filing for Bankruptcy Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 1 of 19 Debtor Seaborne Virqin lslands, lnc Case number (ltknown) Name Describe debtor's business A. Check one: ll] Health Care Business (as defined in 11 U.S.C. S 101(274)) [l SingleAsset Real Estate (asdefined in 11 U.S.C. S 101(518)) [*l Railroad (as defined in l1 U.S.C. S 101(44)) l*] Stockbroker (as defined ¡n 11 U.S.C. S 101(534)) ll-j Commodity Broker (as defined in 11 U.S.C. S 101(6)) lJ Clearing Bank (as defined in 11 U.S.C. S 781 (3)) lfl None of the above B. Check all that apply [- -] Tax-exempt entity (as described in 26 U.S.C. $501) ll lnvestment company, including hedge fund or pooled ¡nvestment vehicle (as defìned in 15 U.S.C. g80a-3) fl lnvestment advisor (as defined in 15 U.S.C. $8Ob-2(a)(11)) C. NAICS (North American lndustry Classification System) 4-digit code that best describes debtor See http://www.uscourts.gov/four-diqifnational-association-naics-codes. 4811 L Under which chapter of the Bankruptcy Code is the debtor filing? Check one: [,-l Chapter z [_-] Chapter o [f] Chapter 11. Check att that apply: fl chapter 12 n Debtor's aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,566,050 (amount subject to adjustment on 4101119 and every 3 years afler that). n The debtor is a small business debtor as defined in 11 U.S.C. S 101(51D). lf the debtor is a small business debtor, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return or if all of these documents do not exist, follow the procedure in 11 U.S.C. S 1116(1)(B). n A plan is being filed with this petition. n Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. S 1126(b). n The debtor is required to fìle periodic reports (for example, 10K and 10Q) with the Securities and Exchange Commission according to S 13 or I 5(d) of the Securities Exchange Act of 1934. File the attachment to Voluntary Petition for Non-lnd¡v¡duals Filing for Bankruptcy under Chapter 11 (Official Form 2014) with this form. n The debtor is a shell company as defined in the Secu rities Exchange Act of 'l 934 Rule 1 2b-2. 9. Were prior bankruptcy cases filed by or against the debtor within the last I years? lf more than 2 cases, attach a separate list. lØ ruo. [-.1 ves District District When When Case number Case number 10. Are any bankruptcy cases pending or being filed by a business partner or an affiliate of the debtor? List all cases, lf more than l, attach a separate list l-l ruo [f ves Debtor Distr¡ct See Schedule I Relationship Case number, if known When Official Form 201 Voluntary Petition for NonJndividuals Filing for Bankruptcy Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 2 of 19 Debtor Seaborne Virgin lslands, lnc. N ame Case number (/tknown) Check all that apply: n Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately preceding the date of this petition or for a longer part of such 1 80 days than in any other district. V A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district. 11. Why is the case filed in lhis district? 12. Does the debtor own or have possession of any real property or personal property that needs immediate attention? klro l*l ves Answer below for each property that needs immediate attention. Attach additional sheets if needed Why does the property need immediate attention? (Check ail that apply.) ll lt poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety What is the hazard? [l lt needs to be physically secured or protected from the weather. l..,.] lt includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options). fl otner llVhere is the property? Number, Street, City, State & ZIP Code ls the property insured? [..,] ro I ves. lnsurance agencY Contact name Phone Statistical and administrative information 13. Debtor's est¡mation of available funds Check one: [-l Funds will be available for distribution to unsecured creditors. [{ nfter any administrative expenses are paid, no funds will be available to unsecured creditors. 14. Estimated number of creditors t]n 1-49 50-99 ll too-tos [f] zoo-ooo fl r,ooo-s,ooo f-l soot-ro,ooo I J ro,oor-zs,ooo Ll zs,oot-so,ooo {-llso,oor-roo,ooo fl More than100,oo0 15. Estimated Assets $0 - $50,000 $50,001 - $100,000 [l $too,oot - $soo,ooo ll $soo,oot - $1 mittion El $t,ooo,oot - $10 mittion [*] $to,ooo,oot - $bo mittion [^-l $so,ooo,oot - $1oo miuion [-l $too,ooo,oo1 - $5oo milion n $soo,ooo,oo1 - $1 bilion l*l $t,ooo,ooo,oo1 - $10 bilion [_] $to,ooo,ooo,oo1 - $50 bilion [*l More than $50 billion nn 16. Estimated liabilities {,1 $o - $so,ooo {'l $so,oot -$1oo,ooo [l stoo,oot - $soo,ooo [J $soo,oot -$'r mirion l.l $t,ooo,oot - $10 milion f7ln $10,000,001 - $50 million $50,000,001 - $100 million ñ $too,ooo,oo1 - $soo milion l,l $soo,ooo,oo1 - $'t bilion l-l $t,ooo,ooo,oo1 - $10 binion l-l $to,ooo,ooo,oo1 - $50 bilion l-,-l More than $50 billion Official Form 201 Voluntary Petition for Nonlndividuals Filing for Bankruptcy Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 3 of 19 Debtor Seaborne Virgin lslands, lnc. Case number (,tknown) Name Request for Relief, Declaration, and S¡gnatures WARNING - Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. SS 152, 1341,1519, and 3571. 17. Declaration and signature of authorized representative of debtor x 18. S¡gnature of attorney X Matthew Foster The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition. I have been authorized to file this pet¡tion on behalf of the debtor. I have examined the information in this petition and have a reasonable belief thatthe information is trued and correct. I declare under penalty of perjury that the foregoing is true and correct. Executed on January 8, 2018 MM/DD/YYYY Signature of authorized represeniative of debtor Title Chief Restructurinq Officer of attorney for debtor Adam G. Landis 3407 Delaware Printed name Date January 8,2018 MM/DD/YYYY Printed name Landis Rath & Cobb LLP name 919 Market Street Suite 1800 Wilminston, DE 19801 Number, Street, City, State & ZIP Code Contact phone (3021 467-4400 Emailaddress landis@lrclaw.com 3407 Delaware Bar number and State Official Form 201 Voluntary Petition for Non-lndividuals F¡l¡ng for Bankruptcy Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 4 of 19 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELA\ryARE In re: Chapter 11 Case No. 18- SEABORNE VIRGIN ISLANDS, INC., d/b/a SEABORNE AIRLINES Tax I.D. No. 66-0555458 Debtor SCHEDULE 1 TO PETITION On the date hereof; each of the affiliated entities listed below, including the debtor in this chapter 1 1 case (collectively, the o'Debtors"), flrled a petition in this Court for relief under chapter 11 of title i 1 of the United States Code. Contemporaneously with the filing of their petitions, the Debtors filed a motion requesting that the Court consolidate their chapter 11 cases for procedural purposes only. SeaStar Holdings, Inc. Seaborne Puerto Rico, LLC { 1182.001-w0049r34.} Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 5 of 19 SEABORNE VIRGIN ISLANDS, INC. Authorization for Filing Voluntary Petition Under Chapter 11 of the Bankruptcy Code and Related Matters The undersigned Independent Director of the Board (the "Independent Director") of Seaborne Virgin Islands, Inc., a Virgin Islands corporation (the "Corporation") hereby adopts the following resolutions (the "Resolutions") : WHEREAS, an executive session of the Independent Director was held during a Special Board Meeting on January 1,2018; \ryHEREAS, the Independent Director has considered the financial and operational conditions of the Company; WHEREAS, the Independent Director has reviewed, considered, and received the recommendation of senior management of the Company and the advice of the Company's professionals and advisors with respect to the options available to the Company, including the possibility of pursuing a restructuring or sale of the Company's business and assets under chapter 11 of title 11 of the United States Code (as amended or modified, the "Bankruptc)¡ Code"); NO\ry, THEREFORE, IT IS HEREBY RESOLVED, that after consideration of the alternatives presented to it and the recommendations of senior management of the Company, the advice of the Company's professionals and advisors, and the vote and approval by the Independent Director at the Telephonic Special Board Meeting on January 7, 2018 of the Company's sole shareholder, SeaStar Holdings, Inc., the Independent Director has determined in its business judgment that it is in the best interest of the Company, its creditors, shareholders, employees, other interested parties and stakeholders that a voluntary petition be filed by the Company under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware and the filing of such petition is authorized hereby; and it is FURTHER RESOLVED, appointment and designation of Matthew Foster as Chief Restructuring Officer ("CRO") and Sonoran Capital Advisors, LLC ("Sonoran") pursuant to the November 6, 2017 retention agreement and the execution of any retention agreements, the payment of any retainers, fees or expenses, and the approval of any related indemnification agreements, or any matters related thereto, be and hereby are ratified, adopted, ancl approved in all respects as the acts and deeds of the Company and the Authorized Persons (defined below) are, and each of them hereby is, authorized and directed immediately upon and after the filing of the bankruptcy case to execute and cause to be filed a motion for authority to retain Matthew Foster as the Company's chief restructuring officer and Sonoran to provide the Company with a CRO and certain additional personnel; and it is FURTHER RESOLVED, appointment and designation of Benjamin Munson as Chief Executive Officer ("CEO") and Embark Aviation Corp. ("Embark") pursuant to the December 18, 2017 amended retention agreement and the execution of any retention agreements, the payment of any retainers, fees or expenses, and the approval of any related indemnihcation { l l82.ool-w0049850.) Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 6 of 19 agreements, or any matters related thereto, be and hereby are ratified, adopted, and approved in all respects as the acts and deeds of the Company and the Authorized Persons (defined below) are, and each of them hereby is, authorized and directed immediately upon and after the filing of the bankruptcy case to execute and cause to be filed a motion for authority to retain Benjamin Munson as the Company's chief executive officer and Embark to provide the Company with a CEO and certain additional personnel; and it is FURTHER RESOLVED, that the members of the Board so authorized to act, the CRO, and any other officer or person designated and so authorized to act (collectively, the "Authorized Persons") hereby are, and each of them is, authorized and empowered to (a) execute, verify and file on behalf of the Company all documents necessary or appropriate in connection with the filing of said bankruptcy petition, including, without limitation, all petitions, affidavits, declarations, schedules, statements of financial affairs, lists, motions, applications, pleadings, and other papers or documents in connection with such chapter 11 petition; (b) take and perform any and all actions deemed necessary and proper to obtain such relief as authorized herein and in connection with the Company's chapter 11 case; (c) appear as necessary at all bankruptcy proceedings on behalf of the Company; and (d) pay all such expenses where necessary or appropriate in order to carry out fully the intent and accomplish the purposes of the resolutions adopted herein; and it is FURTHER RESOLVED, that the Loan and Security Agreement by and among SVI Volant Funding, LLC and Seaborne Virgin Islands, Inc., Seaborne Puerto Rico, LLC, and SeaStar Floldings, Inc. dated January 8,2018 (the "DIP Credit Agreement"), shall be entered into by the Company; and the Authorized Persons are, and each of them is, authorized and empowered to obtain postpetition financing according to the terms of the DIP Credit Agreement, including debtor-in-possession credit facilities or the use of cash collateral (the "DIP Financing"); and to enter into any guarantees and to pledge and grant liens on the Company's assets as may be contemplated by or required under the terms of such DIP Financing; and in connection therewith, the Authorized Persons are hereby authorized and directed to execute appropriate loan agreements, cash collateral agreements, and related ancillary documents; and it is tr'UIì.TIIER RESOLVED, that the Asset Purchase Agreement between the Company and SB Acquisition 2017, Inc. (the "Purchase Agreement"), shall be entered into by the Company; and the Authorized Persons are, and each of them hereby is, authorized and directed to enter into the Purchase Agreement and each of the ancillary documents to be entered into in connection therewith (the 'oTransaction Documents"), and to perform the transactions and obligations contemplated by the Purchase Agreement and the Transaction Documents, subject to bankruptcy court approval in the Company's chapter 11 case; and it is FURTHER RESOLVED, that the retention of Landis Rath & Cobb LLP pursuant to the October 21, 2017 retention agreement and the execution of any retention agreements, the payment of any retainers, fees or expenses, arid the approval of any matters related thereto, be and hereby are ratified, adopted, and approved in all respects as the acts and deeds of the Company and the Authorized Persons are, and each of them hereby is, authorized and directed to immediately upon and afler the filing of the bankruptcy case execute and cause to be filed an 2 { r 182,001-w0049850.} Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 7 of 19 application for authority to retain Landis Rath & Cobb LLP as the Company's bankruptcy counsel; and it is FURTHER RESOLVED, that the retention of Stinson Leonard Street LLP pursuant to the December 5, 2017 retention agreement and the execution of any retention agreements, the payment of any retainers, fees or expenses, and the approval of any matters related thereto, be and hereby are ratified, adopted, and approved in all respects as the acts and deeds of the Company and the Authorized Persons are, and each of them hereby is, authorized and directed to immediately upon and after the filing of the bankruptcy case execute and cause to be filed an application for authority to retain Stinson Leonard Street LLP as the Company's special regulatory counsel; and it is FURTHER RESOLVED, that the retention of Seabury Corporate Advisors LLC ("Seabury") pursuant to the December 12,20Il retention agreement and the execution of any retention agreements, the payment of any retainers, fees or expenses, and the approval of any matters related thereto, be and hereby are ratified, adopted, and approved in all respects as the acts and deeds of the Company and the Authorized Persons are, and each of them hereby is, authorized and directed to immediately upon and after the filing of the bankruptcy case execute and cause to be filed an application for authority to retain Seabury as the Company's investment banker; and it is FURTHER RESOLVED, that the retention of Rust Consulting/Omni Bankruptcy ("Rust/Omni") pursuant to the December 13,2017 retention agreement and the execution of any retention agreements, the payment of any retainers, fees or expenses, and the approval of any matters related thereto, be and hereby are ratified, adopted, and approved in all respects as the acts and deeds of the Company and the Authorized Persons are, and each of them hereby is, authorized and directed to immediately upon and after the filing of the banlruptcy case execute and cause to be filed an application for authority to retain Rust/Omni as the Company's claims and noticing agent; and it is FURTHER RESOLVED, that all instruments, agreements, certificates, consents, waivers or other documents heretofore executed and delivered (or caused to be executed and delivered) and all acts lawfully done or actions lawfully taken by the Authorized Persons in connection with the chapter 11 case, the DIP Credit Agreement, the DIP Financing, the Purchase Agreement, the Transaction Documents, or any further action to seek relief on behalf of the Company under chapter 11 of the Bankruptcy Code, or in connection with the chapter 11 case, or any matter related thereto, be, and hereby are, adopted, ratified, confirmed and approved in all respects as the acts and deeds of the Company; and it is F'URTHER RESOLVED, that the acts, actions and transactions heretofore taken by the Authorized Persons in the name of and on behalf of the Company in furtherance of the purpose and intent of any or all of the foregoing resolutions, which acts, actions and transactions would have been approved by the foregoing resolutions except that such acts were taken before the resolutions were adopted, be, and hereby are, ratified, confirmed, and approved in all respects. J { l 182.001-w00498s0. } Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 8 of 19 of the IN WITNESS WHEREOF', thE undersigned have executed this unanimous resolution as wri abo w Director 4 {r 182.00r-w0Me8so.} Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 9 of 19 DISTRICT OF DELAWARE Case number (if known): SeaStar Hold lnc. Court for the: Debtor name United States Fill in this i to the l_l Check if this is an amended filing Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims a Are Not lnsiders nd '12115 A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or chapter g case. lnclude claims which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. S 101(3i ). Also, do not include claims by secured creditors, unless the unsecured clãim resulting from ínadequate collateral valüe ptâces the creditor among the holders of the 20 largest unsecured claims. Name of creditor and complete maillng address, includ¡ng zip code Name, telephone number and email address of cred¡tor contact Nature of claim (for example, trade debts, bank loans, professional servlces, and government contracts) lndicate if claim ts contingent, llquidated, or disputed un Amount of lf the claim is fully unsecured, fill in only unsecured claim amount. lf claim is partially secured, fill ¡n total claim amount and deduction for value of setoff to calculate claim lclalm, if value Unsecu secu of collateral or setoff U.S. Department of Treasury FMS Debt Management Services PO Box 979101 Saint Louis, MO 631 97-9000 Attn: FMS Debt Management Services Fax No. (2021 622-6415 Phone No. eÙa 622-2000 Taxes and Fees $1,392,724.99 GE Aviation Engine Service GE Aircraft Engines 12854 Kenan Drive Building 400 Jacksonville, FL 32258 Attn: Gregory Ryan GregJames.Ryan@ ge.com Phone No. 954-292-5312 Trade Debt ç1,372,391.47 Virgín lslands Port Authority PO Box 301707 St Thomas, Vl 00803-1 707 Attn: Nycole Thompson, Esq. nthompson@víport .com Fax No. (340)774-0025 Phone No. (340) 774-1629 ext. 6605 Taxes and Fees $953,038.35 Off¡c¡al form 204 Chapter 11 or Chapter I Cases: List of Creditors Who Have the 20 Largest Unsecured claims Sofhtrare Copyr¡ght (c) 1996-2017 Bêst Case, LLC - M.bestcase.com Best Case Bankruptcy Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 10 of 19 Debtor SeaStar Holdings, lnc. Name Case number (if known) Name of creditor and completê malllng address, includ¡ng zip code Name, telephone number and email address of cred¡tor contact Nature of claim (for example, trade debts, bank loans, professional serv¡ces, lndlcate if cla¡m ls contlngent, unliquidated, or disputed Amount of clalm lf the claim is fully unsecured, fill In only unsecured claim amount. lf claim ¡s partially secured, fill in total claim amount and deduct¡on for value of collateral or setoff to calculate unsecured claim. Total clalm, ¡f Dartiallv secured Deduction for value of collateral or setoff Unsecured cla¡m Aerostar Airport Holdings, LLC PO Box 38085 San Juan, PR 00937-1 085 Attn: Varlin Vissepo, Esq varlin.vissepo@aer ostarairports.com Fax No. (787',) 289-7241 Phone No. fl87t 289-7240 Rent $638,855.67 U.S. Customs and lmmigration 6650 Telecom Drive lndianapolis, lN 46278 Attn: Revenue Division Fax No. (2021 325-4290 Phone No. 1 -800-877-8339 Taxes and Fees $608,005.62 Transportation Security Administration PO Box 530262 Atlanta, GA 30353-0262 Attn: Pamela Pak McMenamin Pamela.McMenami n@tsa.dhs.gov Fax No. (5711 227-2904 Phone No. (57U 227-3046 Taxes and Fees $552,538.40 Jetstream Aviation Capital, LLC Phone No, (3051 447-1920 Fax No. (305) 447-re19 Trade Debt $481,857.52 Animal Plant & Health lnspection Service U.S. Department of Agriculture 1400 lndependence Avenue, S.W. Washington, DC 20250 Attn" Laura Penner laura.a.penner@ap his.usda.gov Fax No. (612) 336-3563 Phone No. (6r2) 336-3383 Taxes and Fees $350,645.71 Official form 204 Chapter 1l or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims Software Copyright (c) 1996-2017 Best Câse, LLC - M.bestcase.com Best Câse Bankruptcy Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 11 of 19 Debtor SeaStar Holdings, lnc. Case number (¡f known) Name Name of creditor and complete malling address, lncluding z¡p code Name, telephone number and emaíl address of cred¡tor contact Nature of cla¡m (for example, trade debts, bank loans, professional serv¡ces, lnd¡cate ¡f claim is contingent, unliquidated, or disputed Amount of claim lf the claim is fully unsecured, fill in only unsecured claim amount. lf claim is partially secured, fi¡l in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if Dartiallv secured Deduction for value of collateral or setoff Unsecured claim C&L Aerospace 40 Wyoming Avenue Bangor, ME 04401 Attn: Martin Cooper martin.c@cla.aero Fax No. (2071 945-0992 Phone No. e07t 217-6050 Trade Debt $340,090.31 McConnell Valdes LLC PO Box 364225 San Juan, PR 00936-4225 Attn: Harry Cook, Esq. hoc@mcvpr.com Fax No. (7871759-9225 Phone No. (7871759-9292 Trade Debt $310,594.34 World Fuel Servíces, lnc. 9800 N.W.41st Street Suite 400 Doral, FL 33178 Attn:Andres Roque aroque@wfscorp.c om Fax No. (305) 392 5621 Phone No. 1305) 428-8000 Trade Debt $257,624.01 Paradise Lending, LLC 2130 E. Rancho Drive Phoenix. AZ 85016 Attn: Luke Buse lmbuse@yahoo.co m Trade Debt $214,261.29 Puerto Rico lnfrastructure Financing Authority PO Box 41207 San Juan, PR 00940-1207 Attn: Leonardo Torres, Esq. leonardo.torres@af i.pr.gov Fax No. (787176s-5712 Phone No. 787-763-5757 Trade Debt ç202,430.07 Offic¡al form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims Software Copyright (c) 1996-2017 Best Case, LLC - M.bestcase.com Best Case Bankruptcy Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 12 of 19 Debtor SeaStar Holdings, lnc. Name Case number (if known) Name of cred¡tor and complete malllng address, including z¡p code Name, telephone number and emall address of cred¡tor contact Nature of claim (for example, trade debts, bank loans, professional services, lndlcate if claim ls cont¡ngent, unl¡quidated, or dlsputed Amount of claim lf the claim is fully unsecured, fill in only unsecured claim amount. lf claim ¡s partially secured, fiìl ¡n total claim amount and deduction for value of collateral or setoff to calculate unsecured cla¡m. Total cla¡m, ¡f Dartiallv secured Deduction for value of collateral or setoff Unsecured claim Aviation Civile - AGA/AGO Attn: Catherine Bertrand catherine.bertrand @aviation-civile.go uv.fr Fax No. 05 96 51 65 58 Phone No. 05 96 42 25 97 Trade Debt $196,354.43 Aviation lnventory Resources '12240 E FM 917 Alvarado, TX 76009 Attn: Denise Fernandez Fax No. (817 | 672-0064 Phone No. 1817) 672-0060 Leases $186,820.00 Worthington Aviation 2995 Lone Oak Circle Suite 10 Eagan, MN 55121 Attn: Mike Mange Fax No. (651)393{3r3 Phone No. (651) 994-1600 MTX s174,254.56 Ultimate Aircraft Solutions LLC 341 I Merrick Gourt Margate, FL 33063 Attn: James Rollington Phone No. 19541744-6107 Trade Debt $148,530.00 Airport Aviation Services, Corp. (rMc) PO Box 37779 San Juan, PR 00937-0779 Attn: Jose Algarin jalgarin@mgicaribe .com Fax No. (7871791-8420 Phone No. t787) 791-8500 Fraud $135,839.43 Antigua & Barbuda lnternational Airport P.O. Box 1051 Coolidge, St. George's Antigua wt. Attn: Geneva George gh.george@abairp oÉauthority.com Fax No. (2681 484-2342 Phone No. t268ì 484-2300 Trade Debt ç124,725.00 Off¡c¡al form 204 Chapter 11 or Chapter I Cases: List of Creditors Who Have the 20 Largest Unsecured claims Softwarê Copyr¡ght (c) 1996-2017 Best Case, LLC - M.bestcase.com Best Case Bankruptcy Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 13 of 19 Debtor SeaStar Holdings, lnc. Case number (if known) Name Name of cred¡tor and complete malllng address, includ¡ng zip code Name, telephone number and emall address of credltor contact Nature of claim (for example, trade debts, bank loans, professional services, lndicate lf claim ls contingent, unliquidated, or disputed Amount of claim lf the cla¡m is fully unsecured, fill in only unsecured claim amount. lf claim is partially secured, flll in total claim amount and deduct¡on for value of collateral or setoff to calculate unsecured claim. Total claim, ¡f oartiallv secured Deduction for value of collaterâl ôr setôff Unsecured clalm VIPA PFC'S P.O. Box 301707 St Thomas, Vl 00803-1707 Attn: Nycole Thompson, Esq Email nthompson@viport ,com Fax No. (340',) 774-0025 Phone No. (3401 774-1629 ext. 6605 Taxes and Fees $113,290.92 OfÍicial lolm 204 Chapter 11 or Chapter 9 Cases: List of C¡'editors Who Have the 20 Largest Unsecured claims Best Case Bankruptcy Software Copyr¡ght (c) 1996-2017 Best Case, LLC - ww.bestcase.com Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 14 of 19 United States Bankruptcy Court for the: Case number (if known) DISTRICT OF DELAWARE Debtor name Seaborne Virgin lslands, lnc. Flll ln thls lnformation to ldentify the case f-l Check if this is an amended fìling Official Form 202 Declaration Under Penalty of Perj ury for Non-lndividual Debtors 12115 An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual's position or relationsh¡p to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011. WARNING * Bankruptcy fraud ¡s a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonmentfor up to 20 years, or both. l8 U.S.C. $S f 52, 1341, 1519, and 3571, Declaration and signature I am the president, another officer, or an author¡zed agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor ¡n th¡s case. I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct: Schedule A/8 j Assefs-Re al and Personal Property (Official Form 2064/8) Schedule D: Creditors Who Have Claims Secured by Property (Otftcial Form 206D) Schedule E/F: Cred¡tors Who Have Unsecured C/arms (Official Form 206E/F) Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G) Schedule H: Codebtors (Official Form 206H) Summary of Assets and Liabilities for Non-lndividuals (Official Form 206Sum) Amended Schedule Chapter 11 or Chapter I Casesr Lls¿ of Creditors Who Have the 20 Largest Unsecured Claims and Are A/ol /nsrders (Official Form 204) Other document that requ¡res a declaration I declare under penalty of perjury that the foregoing is true and correct, Executed on January 8,2018 4ã- x Signature of individual signing on behalf of debtor Matthew Foster Printed name Ghief Restructurin g Officer Position or relationship to debtor Official Form 202 Declaration Under Penalty of Perjury for Non-lndividual Debtors Software Copyright (c) 1996-2017 Best Case, LLC - w.bestcase.æm Best Case Bankruptcy Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 15 of 19 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11 SEABORNE VIRGIN ISLANDS, INC., d/b/a SEABORNE AIRLINES Case No. 18-_C=-) Tax I.D. No. 66-0555458 Debtor STATEMENT OF CORPORATE O\ryNERSHIP PURSUANT TO RULES 1007(a)(1) AND 7007.1 c)F' FEDERAL RULES OF' BANKRI Y PROCEDURE Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, and to enable the Judges to evaluate possible disqualification or recusal, the Debtor and Debtor- In-Possession (the "Debtor") hereby disclose that the following are corporations, other than the Debtor or a governmental unit, that directly or indirectly own ten percent (10%) or more of any class of the Debtor's equity interests: SeaStar Holdings, Inc. V/orld Plaza Building, 9th Floor 268 Munoz Rivera Avenue San J Puerto Rico 00918 {r r82.00r-w0049900.} Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 16 of 19 United States Bankruptcy Court for the Case number 1if known) DISTRICT OF DELAWARE , lnc, Debtor name Seaborne Virqin lslands Flll ln thls lnformatlon to ldentlfy the case Check if this is an amended filing Official Form 202 Declaration Under Penalty of Perju ry for Non-lndividual Debtors 12t15 An individualwho is authorized to act on behalf of a non-individual debtor, such as a corporation or partnersh¡p, must sign and submit this form for the schedules of assets and l¡ab¡lities, any other document that requires a declaiation that ii not incluáed in the-document, and any amendments of those documents. This form muststate the individual's position or relat¡onship to the debtor, the ident¡ty of the doóument, and the date. Bankruptcy Rules 1008 and 9011. WARNING - Bankruptcy fraud is a serious crime. Making a false statement, conceal¡ng property, or obtaining money or property by fraud in connection w¡th a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. f e U.S.C. $g f lZ,-rS+f , 1519, and 3571. Declaration and signature I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnersh¡p; or another individual serv¡ng as a representative of the debtor in this case. I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct: Schedule A/8r ,Assefs-Re al and Personal Property (Olficial Form 206A/8) Schedule D: Creditors Who Have Ctaims Secured by propeñy (Official Form 206D) Schedule E/F: Cred¡tors Who Have Unsecured C/alms (Official Form 206E/F) Schedule G: Executory Contracts and unexpired Leases (Official Form 206G) Schedule H: Codebtors (OffÌcial Form 206H) Summary of Assets and Liabilit¡es for Non-lndividuals (Official Form 206sum) Amended Schedule Chapter 1 1 or Chapter g Cases; Lrsf of Creditors Who Have the 20 Largest Unsecured Claims and Are lr/of /nslders (Official Form 204) Other document that requires a declaration Goporate Ownershi p Statement I declare under penalty of perjury that the foregoing is true and correct. Executed on January I 2018 .* Signature of individual signing on behalf of debtor Matthew Foster Printed name Chief Restructuri Officer or to debtor Official Form 202 Declaration Under Penalty of Perjury for Non-lndividual Debtors Software Copyright (c) 1996-2017 Best Case, LLC - M.bestøse.com Best Case Bankruptcy Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 17 of 19 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF'DELAWARE In re: Chapter 11 Case No. 18- SEABORNE VIRGIN ISLANDS, INC., d/bia SEABORNE AIRLINES Tax I.D. No. 66-0555458 Debtor. LIST OF EOUITY HOLDERS The following is a list of debtor Seaborne Virgin Islands, Inc.'s equity security holders. This list has been prepared in accordance with Fed. R. Bankr. P. 1007(a)(3) for filing this chapter 1 1 case. SeaStar Holdings, Inc. World Plaza Building,9th Floor 268 Munoz Rivera Avenue San Juan, Puerto Rico 00918 (100%) {1182.001-W004990r.} Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 18 of 19 United States Bankruptcy Court for the: Case number (if known) DISTRICT OF DELAWARE Debtor name Seaborne Virgin lslands, lnc F¡ll ln thls lnformatlon to ldentlfy the case: Check if this is an amended filing Official Form 202 Declaration Under Penalty of Periu ry for Non-lndividual Debtors 12115 An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form muststate the individual's position or relat¡onship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011, WARNING - Bankruptcy fraud is a ser¡ous crime. Making a false statement, concealing property, or obtaining money or property by fraud in connectionwithabankruptcycasecanresult¡nfinesupto$S00,000orimprisonmentforupto20years,orboth. 18U.S.C,SSl52, 1341, I 51 9, and 3571. Declaration and signature I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representat¡ve of the debtor in th¡s case. I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct: Schedule A/8; Assefs-Real and Personal Properly (Official Form 2064/8) Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) Schedule E/F: Creditors Who Have Unsecured C/alms (Official Form 206EiF) Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G) Schedu/e H: Codebtors (Official Form 206H) Summary of Assets and L¡ab¡lities for Non-lnd¡vlduals (Official Form 206Sum) Amended Schedule Chapter 1 1 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are ¡Vof /nslders (Official Form 204) Other document that requires a declaration List of Equitv Securitv Holders I declare under penalty of perjury that the foregoing is true and correct. Executed on January 8,2018 x Signature of individual signing on behalf of debtor Matthew Foster Printed name Chief Restructuri Officer Position or relationship to d Official Form 202 Declaration Under Penalty of Perjury for Non-lndividual Debtors Software Copyright (c) 1996-20'17 BestCasê, LLC - M.best@se.@m Best Case Bankruptcy Case 18-10040-CSS Doc 1 Filed 01/08/18 Page 19 of 19