Edison Mission Energy

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

In re Edison Mission Energy, et al., ) Bankr. 12-49219

Reorganized Debtors. (Jointly Administered)

Chapter 11

Honorable Jacqueline P. Cox

MEMORANDUM OPINION

Mar-Bow Value Partners, LLC (“Mar-Bow’”) seeks leave to file, as an amicus, a brief to

reopen these cases pursuant to 11 U.S.C. §§ 105(a) and 350(b) as well as Federal Rule of Civil

Procedure 60 (made applicable to cases under the Bankruptcy Code by Fed. R. Bank. P. 9024).

Rule 60 provides for relief from final judgments in cases of mistake, newly discovered evidence,

fraud and any other reason that justifies relief. The effort to reopen this matter addresses a

failure, alleged to be fraudulent, by McKinsey Recovery & Transformation Services, LLC

(“RTS”) to comply with Fed. R. Bank. P. 2014 (“Rule 2014"), Amended Motion (“Am. Mot.”),

Docket 2699, RTS was retained by court order to serve as the Debtors’ turnaround professional.

RTS counters that the court should not grant Mar-Bow’s request because it is a litigious

competitor with meritless claims who lacks standing. The movant seeks leave to file its

proposed amicus brief in excess of 15 pages.

The court declines to grant Mar-Bow leave to file an amicus brief to reopen. The United

States Trustee (“UST”) can provide the information and perspective needed to review allegations

that the court has been defrauded. Mar-Bow is not the appropriate party to appoint as amicus due

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to the highly adversarial and contentious history between it and RTS. In addition, the court will

not reopen the case sua sponte.

I. Jurisdiction

This court has jurisdiction to hear and determine this motion pursuant to 28 U.S.C.

§ 1334(a), which provides that federal district courts have original and exclusive jurisdiction of

all cases filed under the Bankruptcy Code, title 11 of the United States Code (the “Bankruptcy

Code”). 28 U.S.C. § 157(a) allows the district courts to refer title 11 cases to the bankruptcy

judges for their districts. The District Court for the Northern District of Hincis has promulgated

Internal Operating Procedure 1 5(a), which refers its bankruptcy cases to the judges of this court.

This dispute relates to orders this court previously entered in this Chapter 11 proceeding that

appointed RTS as the Debtors’ turnaround professional. This court “plainly [has] jurisdiction to

interpret and enforce its own prior orders.” Travelers Indem. Co. v. Bailey, 557 U.S. 137, 151

(2009).

II. Facts and Background

The facts are drawn from the parties’ papers, the Debtors’ petitions, schedules and plan as

well as the court’s docket. In re Brent, 458 B.R. 444, 455, n. § (Bankr, N.D. Ill, 2011) (‘The

court can take judicial notice of matters in its own records.”).

A. History Between Mar-Bow and RTS

This proceeding stems from a dispute between competitors in the restructuring advisory

field, McKinsey & Co., Inc. (“McKinsey”) and AlixPartners. The two provide consulting

services to distressed companies with assets valued at over $1 billion. McKinsey provides these

services through RTS, its wholly owned subsidiary. Am. Mot., Docket 2699, Part 8, Ex. 4,p5,

RTS is a global full service restructuring advisory and crisis management firm that supports

companies through all aspects of recovery and transformation. Mar-Bow Value Partners, LLC □□

McKinsey Recovery & Transformation Serv., US, LLC, 2017 WL 4414155, *2 (E.D. Va. Sept.

30, 2017). RTS advises struggling businesses on improving profitability and implementing

change. /d. MIO Partners (“MIO”) is another wholly owned McKinsey subsidiary involved in

the dispute. Obj. to Mot., Docket 2706, Part 6, Ex. 4, pp. 1-2, 3. It manages assets for

McKinsey’s pension plans and privately offered investment vehicles for current and former

employees. /d. McKinsey describes MIO as independently managed and separate from its

consulting operations. Am. Mot., Docket 2699, Part 32, Ex. 19, p. 2.

AlixPartners, RTS’s competitor, is one of only a few companies that provides crisis

management and consulting services in major corporate chapter 1] bankruptcy cases involving

companies with assets valued at over $1 billion. Alix v. McKinsey & Co., Inc., 404 F.Supp.3d

827, 829 (S.D.N.Y. 2019). Jay Alix founded AlixPartners in 1981, is a member of its board of

directors and owns around 35% of it. Obj. to Mot., Docket 2706, Part 7, Ex. 5, p. 13; p. 19, lines

12-13; p.18, lines 21-22, In addition to founding AlixPartners -- Alix is the “beneficial owner

and controller of Mar-Bow.” /d. at p. 20, lines 22-24. Alix created Mar-Bow “to help the

bankruptcy system become aware that there’s not a level playing field . . .[and] to help create a

level playing field.” /d. at p. 23, lines 14-24.

The alleged misconduct involves the Bankruptcy Code’s disclosure requirements for

professionals that debtors hire. In chapter 11, a debtor-in-possession or trustee can hire

professionals such as restructuring consultants under I! U.S.C. § 327(a). The court has to

approve the employment. The professional must not hold or represent an interest adverse to the

estate and must be disinterested. 11 U.S.C. § 327(a). The professional must submit a verification

under Rule 2014, which requires, in part, that:

The application shall state the specific facts showing the necessity for the

employment, the name of the person to be employed, the reasons for the selection,

the professional services to be rendered, any proposed arrangement for

compensation, and, to the best of the applicant’s knowledge, all of the person’s

connections with the debtor, creditors, any other party in interest, their respective

attorneys and accountants, the United States trustee, or any person employed in

the office of the United States trustee. The application shail be accompanied by a

verified statement of the person to be employed setting forth the person’s

connections with the debtor, creditors, any other party in interest, their respective

attorneys and accountants, the United States trustee, or any person employed in

the office of the United States trustee.

Fed. R. Bank. P. 2014(a)

Rule 2014 facilitates enforcement of 11 U.S.C. § 327(a) by requiring that professionals submit a

verification that fully and broadly discloses their connections with the debtor, creditors, or other

parties in interest. Jn re Knight-Celotex, 695 F.3d 714, 722, (7th Cir. 2012).

Alix’s position is that McKinsey has “engaged in misconduct in the bankruptcy system.”

Obj. to Mot., Docket 2706, Part 7, Ex. 5, p. 24, lines 3-5. The alleged misconduct is McKinsey’s

practices of (a) using a “lookback” period in its disclosures, (b) identifying connections with the

debtor, creditors or other parties in interest by descriptive category rather than by name and (c)

failing to include MIO’s connections in its employment applications. The misconduct is based

on a belief that McKinsey is intentionally concealing its connections in its applications for

employment. McKinsey is allegedly able to accomplish this through the use of subsidiaries (such

as RTS and MIO) and other disclosure practices. Accordingly, Alix asserts that RTS’s purpose is

to enable McKinsey to minimize its disclosures. Am. Mot., Docket 2699, Part 3, Ex. A -

Declaration, Alix believes that Rule 2014 requires RTS to disclose MIO’s connections

because, although McKinsey asserts otherwise, MIO does not make investments on a “blind

trust” basis nor does it operate separately from McKinsey or RTS. /d. at 24.

B. Prior Litigation Between Alix, Mar-Bow and RTS

Alix has, through Mar-Bow, attempted to vacate RTS’s employment in a number of

bankruptcy cases. See In re SunEdison Inc., 2019 WL 2572250, * 11 (Bankr. S.D.N.Y. June 21,

2019); in re SRC Liquidation, LLC, 2019 WL 4386373, * 6 (Bankr. D, Del. Sept. 12, 201 9); In

re Old ANR, LLC, 2019 WL 2179717, * 8 (Bankr. E.D. Va. May 17, 2019), These courts have

all denied Mar-Bow’s motions for lack of standing and declined to appointment an independent

examiner sua sponte.

In SunEdison, Mar-Bow sought relief from court orders approving RTS’s retention and

payment. It alleged that RTS committed a fraud on the court by failing to disclose its

disqualifying connections to the Debtors and their estates. SunEdison, 2019 WL 2572250, at *1.

The court held that Mar-Bow lacked standing to prosecute the fraud on the court claim. Jd. That

court noted that it could examine the allegations sua sponte and order such relief as it deemed

appropriate, but declined to do so. /d.

In Old ANR, Mar-Bow asked the court to reopen the case to address RTS’s disclosure

violations and other issues. Old ANR, 2019 WL 2179717, at *3. The UST joined the motion to

reopen but the debtors objected to it. □□□ The court reopened the closed case as a miscellaneous

proceeding and appointed Bankruptcy Judge Marvin Isgur as a mediator in the “global dispute

between Mar-Bow and McKinsey RTS, which had arisen in two additional bankruptcy cases

pending in other bankruptcy courts.” /d. The mediation resulted in a settlement between RTS

and the UST that the three courts approved. Jd. RTS and Mar-Bow were unable to settle their

concerns through the mediation. The settlement provided that the UST would withdraw its

objections and settle its claims against RTS regarding its failures to disclose in a number of

cases. Obj. to Mot., Docket 2706, Part 16, Ex. 14, p. 5, 4/3. The settlement covers the present

case. fd. at 6,93.

Mar-Bow was not a party to that agreement. It did not settle with RTS. Old ANR, 2019

WL 2179717, at *4. The court denied Mar-Bow’s request to reopen and for relief from

judgment, /d., at ** 7-8. It ruled that Mar-Bow lacked standing because it did not have a

pecuniary interest that would be affected by the relief it sought. /d. The court also declined to

appoint an examiner. /d.

In in re NH Holdings, Inc., Bankruptcy Case - S.D.N.Y, No. 14-1261, Mar-Bow sought

leave to file a motion to reopen that case to address RTS’s fraud on the court and to appoint it as

investigator or amicus. Mar-Bow argued that RTS “had many, many investment connections and

many, many client connections.” Obj. to Mot., Docket 2706, Part 10, Ex. 8, Transcript p. 12,

lines 11-13. The debtors opposed the motion. /d., Transcript p. 48, lines 2-4. The UST did not

ask the court to reopen the case. /d., Transcript p. 66, lines 22-23. The Court denied Mar-Bow’s

request stating, “[t]here is no request by the U.S. Trustee to reopen the case, there is opposition

by the reorganized Debtor to the reopening of the case, and to the extent that I were inclined to

apply the test for cause to reopen, | believe the factors don’t add up, and that there would not be

cause to reopen this case.” /d., Transcript p. 66, lines 22-25 and p. 67, lines 1-2. The Court

noted that the United States Attorney could prosecute fraud if warranted. /d., Transcript p. 68,

lines 10-16.

In SRC Liquidation, Mar-Bow once again sought to vacate RTS’s appointment as

turnaround professional because of its failure to disclose its affiliations with entities with

interests adverse to the Debtors. SRC Liguidation LLC, 2019 WL 43863 73, at * 1, Mar-Bow

accused RTS of fraud on the court and asked for the appointment of an examiner to investigate

the extent of RTS’s conflicts and misstatements. The court ruled that Mar-Bow lacked standing

and denied its request to appoint an independent examiner, noting “the UST has already raised

and resolved the issue . . . the settlement between the UST and RTS contained a carve-out for

fraud and the UST remains free to pursue those claims . . . the UST — as the congressionally

appointed bankruptcy ‘watchdog’ — is the appropriate entity to evaluate and bring [... fraud]

claims.” /d. at ** 4-5.

Alix also commenced a civil Racketeer Influenced and Corrupt Organizations Act

(“RICO”) action against McKinsey and RTS. He complained that AlixPartners’ business was

injured by reason of “a RICO violation because Defendants won business from bankruptcy

estates, then filed fraudulent Rule 2014 statements, on the basis of which they obtained court

approval to do work that otherwise would have been secured by AlixPartners.” Alix v. McKinsey

& Co., Inc., 404 F.Supp.3d at 829. The court dismissed Alix’s federal claims against McKinsey

and RTS, holding that Alix could not meet RICO’s proximate-cause standard, /d. at 830.

C. This Bankruptcy Proceeding

Edison Mission Energy and its affiliates (collectively “Debtors” or “Edison Mission’’)

filed petitions for chapter 11 relief on December 17, 2012. Docket 1. The Debtors filed an

application to employ RTS on December 28, 2012 which included a declaration by Jared Yerian,

Docket 175. No one objected to RTS’s employment; the court approved it on January 17, 2013.

Docket 329. On May 15, 2013, this court ordered joint administration of the Edison Mission

case and the cases of its affiliates which filed for bankruptcy relief after the initial filing date.

Docket 771. The court confirmed the Debtors’ plan on March 11, 2014. Docket 2206. The plan

became effective on April 1, 2014 and NRG Energy Holdings (“NRG”) purchased substantially

all of the Debtors’ assets. Docket 2717, 4 4.

This court granted RTS’s compensation application on June 23, 2014 for $4,901 786,42

in fees and $374,390.22 in expenses. Docket 2425. On December 22, 201 6, the court entered an

order closing seven of the Debtors’ cases including the lead case that Mar-Bow seeks to reopen,

Docket 2678. On July 17, 2019, Mar-Bow filed a motion for leave to file a motion to reopen the

case and to appoint Mar-Bow as amicus or investigator, Docket 2691. Mar-Bow amended its

motion on August 13, 2019; it sought leave to file a motion as an amicus to reopen the case to

address a fraud by McKinsey. Docket 2699. RTS filed an objection to Mar-Bow’s motion to

reopen. Docket 2706. NRG filed a pleading stating that it would not take a position whether the

court should reopen the case but that if the case were to be reopened, there would be fees owed to

the UST that the Debtor would be unable to pay. Docket 2717. Mar-Bow filed a response to

NRG’s statement stating that it would pay quarterly operating fees, if any became due upon

reopening. Docket 2720. Mar-Bow filed a reply to RTS’s objection, Docket 2725. This court

held a hearing on November 6, 2019.

D. The Parties’ Positions

Mar-Bow contends that the court should grant it leave to file an amicus brief with

detailed allegations of RTS’s fraud that warrant reopening the case for investigation. It further

RR

requests waiver of a local rule that requires motions to be 15 pages or less.’ In the proposed

motion, Mar-Bow argues that RTS intentionally concealed its investment and client connections.

RTS maintains that Mar-Bow is a serial litigator who is harassing it with baseless

litigation. It argues that Mar-Bow’s request to file an amicus brief is an attempt to circumvent

standing requirements. An amicus curiae, according to RTS, is precluded from initiating legal

proceedings as well as participating in and assuming control in a totally adversarial fashion ~

contrary to what Mar-Bow wants. RTS insists that Mar-Bow is pursuing its private interests and

is motivated by economic competition rather than an altruistic desire to safeguard the bankruptcy

system.

RTS characterizes its disagreement with Mar-Bow as a good faith dispute regarding the

interpretation of an unclear complex rule rather than fraud. It contends that there is no cause to

reopen this case which has been closed for two and a half years. 1 also contends that its

disclosure practices are customary in the industry and that no party objected to them in the past.

It also argues that its disclosure practices were “plain on the face of fits} Rule 2014

declarations.” In other words, it was clear in their disclosures that RTS would use a look-back

period, would not disclose names of interested parties but would use descriptive categories (e.g.,

“major lender” or “bond holder”) and would not identify MIO’s connections.

Mar-Bow replies that no court has concluded that its claims are without merit. It notes

that McKinsey does not deny that its partners and employees held the disqualifying connections.

" See Local Rule 5005-3(D).

*“None of these aspects of RTS’s disclosures run afoul of Rule 2014. Moreover, each of these features of RTS’s disclosure

methodology was plain on the face of RTS’s Rule 2014 declarations and, thus, cannot form the basis of any fraud claims.” Obj.

to Mot., Docket 2706, p. 24.

Mar-Bow acknowledges that it does not have standing but argues that it does not need standing

to file an amicus brief. It expounds that the court should grant it leave to file an amicus brief

because it can offer unique information it has spent years and considerable resources compiling

regarding RTS’s pattern of unlawful disqualifying conduct.

IH. Discussion

This court declines to grant Mar-Bow leave to file an amicus curiae brief, regardless of

length. Mar-Bow is not the appropriate party to serve as amicus curiae. It is too adversarial.

Fed. R. Bank. P. 8017 addresses a party’s ability to file an amicus brief. U.S. agencies may file

amicus briefs without first obtaining leave of court; others may do so with the consent of all

parties or with leave of court. District courts and bankruptcy appellate panels may request a brief

by an amicus curiae. Federal courts have discretion to permit amicus curiae briefs. Nat’? Org.

for Women, Inc. v Scheidler, 223 F.3d 615, 616 (7th Cir. 2000) (“Whether to permit a nonparty to

submit a brief, as amicus curiae, is, with immaterial exceptions, a matter of judicial grace.”).

A. Mar-Bow Concedes It Is Not A Party in Interest

Under Fed. R. Bank. P. 5010, a case may be reopened on motion of the debtor or other

party in interest pursuant to § 350(b) of the Bankruptcy Code. RTS argues that Mar-Bow cannot

file a motion to reopen as it lacks standing because it is not a party in interest in the Debtors’

bankruptcy cases. Mar-Bow concedes that it is not a party in interest. Its motion states: “Mar-

Bow recognizes that it is not a party in interest in these cases.” See Am. Mot., Docket 2699, Ex.

A - Motion, p 12, n. 44. Its Reply brief states: “However, the Motion explicitly acknowledges

that Mar-Bow does not have standing. That is why the Motion seeks leave to file Mar-Bow’s

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motion regarding McKinsey’s fraud on the court as an amicus.” See Reply, Docket 2725, p 7.

Mar-Bow’s admissions that it is not a party in interest obviates the need for a discussion of

standing.

B. The UST Can Provide the Insight Mar-Bow Proposes to Offer the Court

The traditional view of an amicus curiae is that of an “impartial friend” of the court who

interposes judicial proceedings to assist the court by providing information. United States v.

Michigan, 940 F.2d 143, 165 (6th Cir. 1991). An amicus curiae aids the court in resolving

doubtful issues of law. /d. It is not ‘an adversary party in interest in the litigation.” /d. Asa

result, a court should only allow an amicus brief if it assists the court and provides information

that the parties have not provided. Voices for Choices y. Ill. Bell Tel. Co., 339 F.3d 542, 545 (7th

Cir. 2003) (noting that the criteria for deciding whether to permit an amicus brief is if it assists

the judge by “presenting ideas, arguments, theories, insights, facts, or data that are not to be

found in the parties briefs.”). The Seventh Circuit has delineated instances when amicus briefs

are appropriate: (1) a party is inadequately represented; (2) where the would-be amicus has a

direct interest in another case that may be materially affected by a decision in the case; (3) or in

which the amicus has a unique perspective or specific information that can assist the court

beyond what the parties can provide. Id.; Nat'l Org. for Women, Inc. v. Scheidler, 223 F.3d at

617.

The first and second grounds delineated by the Seventh Circuit are not available to Mar-

Bow. The Debtors in this case are represented and Mar-Bow has not alieged that they are not

adequately represented, Mar-Bow does not have a direct interest in another case that the present

case may materially affect on res judicata grounds. It seeks leave to file an amicus brief based on

1]

the third ground, that its proposed motion aids the court and offers insights not available to the

parties. Mar-Bow claims that its efforts have generated $32.5 million in recoveries and that it

has not been compensated for its efforts.

Mar-Bow’s proposed motion does not offer the court insight beyond what the parties can

provide. The UST is a neutral party that can provide the perspective and information that Mar-

Bow seeks to provide as an amicus. The UST has the ability to rise and appear and be heard on

any issue in any case or proceeding under title 11. 11 U.S.C. § 307. The UST acts as the

“watchdog” of the bankruptcy system. Jn re C.P. Hall Co., 750 F.3d 659, 661 (7th Cir. 2014)

(noting that the Seventh Circuit has said that the UST can be a “party in interest” because of his

watchdog role in bankruptcy cases). Its goal, in part, is to protect the integrity of the bankruptcy

system and to prevent fraud. The UST is aware of the disclosure issues herein and has met with

the parties in connection with this case. Should it be appropriate, the UST can bring a motion to

reopen the case. It is a party in interest and can provide the court with pertinent information

regarding RTS’s alleged failures to adhere to Rule 2014. in addition, the UST can object to any

applications RTS may file in the future to be employed in bankruptcy cases.

C. Mar-Bow is too Adversarial to Appoint as Amicus Curiae

The role of an amicus curiae has evolved to allow parties who may have an adversarial!

interest or are not totally disinterested to serve as amici. Ryan v. Commodity Futures Trading

Comm'n, 125 F.3d 1062, 1063 (7th Cir. 1997) (chambers opinion) (citing United States v.

Michigan, 940 F.2d at 165) (noting that some courts have departed from the orthodoxy of amicus

curiae as an impartial friend of the court and have recognized a limited role for an adversarial

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party to file briefs and participate in oral argument). There are limits, however, to how

adversarial an amicus can be. /d. It cannot be so adversarial that it takes the role of a party in

interest. An amicus “has never been recognized, elevated to, or accorded the full litigating status

of a named party or a real party in interest.” United States v. Michigan, 940 F.2d at 165. An

amicus has also been “consistently precluded from initiating legal proceedings, filing pleadings,

or otherwise participating and assuming control of the controversy in a totally adversarial

fashion.” /d. at 165.

The court is ruling against Mar-Bow because its participation in this case would not be

consistent with that of an amicus. Its filing, as RTS points out, is not meant to assist the court in

a matter already brought before it. Mar-Bow is bringing the issue before the court - as it filed a

motion to obtain affirmative relief. Mar-Bow’s role in the present case (and its past interactions

with RTS) is too adversarial, Mar-Bow’s goal is to continue litigation against RTS for its

disclosure practices rather than to assist the court in resolving a matter before it by providing a

perspective that the parties are unable to provide,

D. Mar-Bow is too Interested to Appoint as Amicus Curiae

The partiality of an amicus is a factor for a court to consider in deciding whether to allow

participation. Sec. [nv’r Prot. Corp. v. Bernard Madoff Inv, Sec. LLC, 550 B.R. 241, 256 (Bankr.

S.D.N.Y. 2016) (citing Picard v. Greiff, 797 F.Supp.2d 451, 452 (S.D.N.Y. 2011)). Mar-Bow

argues that an amicus does not have to be disinterested and that the court should not ignore its

- allegations due to any potential interest it may be perceived to have. To support its argument,

Mar-Bow points to the Supreme Court’s approval of the Third Circuit's appointment of a party’s

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former counsel as amicus curiae where the amicus represented non-parties who stood to benefit if

an order obtained through bribery was vacated in Universal Oil Prods. Co. vy. Root Refining Co.,

328 U.S. 575 (1946). However, the Supreme Court noted that “fa]mici selected by the court to

vindicate its honor ordinarily ought not be in the service of those having private interests in the

outcome.” Universal Oil, 328 U.S. at 581.

Mar-Bow is correct that an amicus does not have to be completely disinterested.

However, this court finds that Mar-Bow is too interested to appoint it as amicus. Mar-Bow

seems to already have arrived at the outcome of any investigation into RTS. Mar-Bow has stated

that if RTS had fully disclosed its connections in this case (as well as other cases) it would have

been disqualified. Mar-Bow believes any investigation into RTS will disclose disqualifying

connections. Given this, it is unlikely that Mar-Bow would be able to provide neutral assistance.

Mar-Bow’s goal is to create a level playing field and remedy what it sees as “arrogant”

and “persistent” violations of Rule 2014. Presumably AlixPartners is at a competitive

disadvantage because it fully discloses its connections? whereas RTS (according to Mar-Bow and

Alix) does not. If these allegations are accurate, RTS has obtained employment that could have

gone to its competitors. The court cannot ignore the interest that Mar-Bow (which is owned by

Alix) would have in the court finding that RTS is not complying with Rule 2014.

E, The Court Will Not Reopen The Case Sua Sponte

The court declines to reopen the case sua sponte. Neither the UST nor the Debtors have

joined Mar-Bow’s motion to reopen. The allegations of fraud and improper/incomplete

Jay Alix stated in a deposition in In Re Westmoareland Coal Co., No. 18-35672 that AlixPartners does not use a look back

period (“{AlixPartner's process in determining connections... ] assumes that everything within five years need{s} to be reported

... and then anything past five years because of such a large lapse of time is likely to be de minimis but it’s still reviewed and

checked”) Obj. to Mot., Docket 2706, Part 7, Ex. 5, p. 94, lines 16-22,

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RE a EE

disclosures are extremely troubling and very serious, if accurate. The court takes issue with

RTS’s position that these allegations are without merit. The UST filed a statement in the Alpha

Natural Resources, Inc. bankruptcy case where it joined Mar-Bow’s motion to reopen and

pointed out discrepancies in RTS’s disclosures.’ No court has examined these allegations and

found them to be without merit. Given this, it is difficult to characterize these allegations as

baseless.

IV. Conclusion

The court denies Mar-Bow leave to file an amicus brief for the reasons set forth above.

This Opinion constitutes the court’s findings of fact and conclusions of law. A separate order

will be entered,

Dated: January 16, 2020 ENTERED:

Jacqueline P, Cox

United States Bankruptcy Judge

Am, Mot. Docket 2699 Docket 2699, Part 38, Ex. 22, Comments of the United States Trustee Regarding McKinsey RTS’s

Opposition to Mar-Bow Partners, LLC's (1} Motion to Reopen Case and (tl) Motion for Retief from Judgements and for

Indicative Ruling: “McKinsey’s repeated characterization in 2016 of MIO’s status as a ‘blind trust’ was inaccurate.” (Page 1).

was not a blind trust and Jon Garcia, McKinsey’s president, ratified MIO investment decisions.” fd. "McKinsey’s

deficient and potentially misleading representations about its relationships with MIO, and the lack of timely, voluntary, and

direct candor in making disclosures warrant redress and justify the reopening of the case...” (Page 2).

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