UNITED STATES BANKRUPTCY COURT Delaware Chapter 11 RGN ...

Case No: 20-11962

RGN – National Business Centers, LLC

Chapter 11

(Jointly Administered)

In re

Debtor.

)

)

)

)

)

)

RGN – Group Holdings, LLC, et al., 20-11961

STATEMENT OF FINANCIAL AFFAIRS FOR

UNITED STATES BANKRUPTCY COURT

Delaware

Case No

Case 20-11961-BLS Doc 194 Filed 09/04/20 of 58

1

GLOBAL NOTES AND STATEMENTS OF LIMITATION, METHODOLOGY, AND

DISCLAIMERS REGARDING THE DEBTORS’ SCHEDULES OF ASSETS AND

LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS

General

The Schedules of Assets and Liabilities (collectively, the “Schedules”) and the Statements

of Financial Affairs (collectively, the “Statements” and, together with the Schedules, the

“Schedules and Statements”) filed by the Debtor (also referenced herein as the “Company”) in the

above-captioned case pending in the United States Bankruptcy Court for the District of Delaware

(the “Bankruptcy Court”) were prepared, pursuant to section 521 of title 11 of the United States

Code (the “Bankruptcy Code”) and Rule 1007 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), by management of the Debtor, with the assistance of the Debtor’s advisors.

Although the Debtor’s management has made reasonable efforts to ensure that the

Schedules and Statements are as accurate and complete as possible under the circumstances, based

on information available at the time of preparation, subsequent information or discovery may result

in material changes to these Schedules and Statements, and inadvertent errors, inaccuracies, or

omissions may have occurred. Notwithstanding any subsequent information or discovery, the

Debtor does not undertake any obligation or commitment to update the Schedules and Statements.

The Schedules and Statements are unaudited and subject to potential adjustment. Because

the Schedules and Statements contain unaudited information and remain subject to further review,

verification, and potential adjustment, there can be no assurance that these Schedules and

Statements are complete. Nothing contained in the Schedules and Statements shall constitute a

waiver of any right of the Debtor or an admission with respect to this case (including, but not

limited to, issues involving claims, substantive consolidation, defenses, equitable subordination,

and/or causes of action arising under the provisions of chapter 5 of the Bankruptcy Code and any

other relevant non-bankruptcy laws to recover assets or avoid transfers), and the Debtor reserves

all rights to amend or supplement the Schedules and Statements from time to time, in all respects,

as may be necessary or appropriate, including, but not limited to, the right to dispute or otherwise

assert offsets or defenses to any claim reflected in the Schedules and Statements as to amount,

liability, or classification, or to otherwise subsequently designate any claim as “disputed,”

“contingent,” or “unliquidated.”

The Schedules and Statements have been signed by James Feltman, Responsible Officer,

and authorized agent of the Debtor. Accordingly, in reviewing and signing the Schedules and

Statements, Mr. Feltman necessarily relied upon the efforts, statements, and representations of the

Debtor’s personnel and professionals. Mr. Feltman has not (and could not have) personally

verified the accuracy of each such statement and representation, including, but not limited to,

statements and representations concerning amounts owed to creditors, classification of such

amounts, and their addresses.


2

The Schedules and Global Notes (as defined below) should not be relied upon by any

persons for information relating to current or future financial conditions, events, or performances

of the Debtor.

These Global Notes and Statements of Limitation, Methodology, and Disclaimers

Regarding the Debtor’s Schedules and Statements (the “Global Notes”) are incorporated by

reference in, and comprise an integral part of, all of the Schedules and Statements, and should be

referred to and considered in connection with any review of the Schedules and Statements.1

Description of the Cases and Reporting Date

The Debtor filed a voluntary petition for relief under subchapter 5 of the Bankruptcy Code

in the Bankruptcy Court. The Debtor continues to operate and manage property as a debtor in

possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The asset and liability

information provided herein, except as otherwise noted, represents the asset and liability data of

the Debtor as of June 30, 2020 (the “Reporting Date”).

Basis of Presentation

The Schedules and Statements reflect the separate assets and liabilities of each individual

Debtor. For financing reporting purposes, Regus Corporation and these affiliated debtors

historically prepared consolidated financial statements.

Combining the assets and liabilities set forth in the Debtor’s Schedules and Statements

would result in amounts that would be substantially different from financial information that would

be prepared on a consolidated basis under Generally Accepted Accounting Principles (“GAAP”).

Therefore, these Schedules and Statements do not purport to represent financial statements

prepared in accordance with GAAP nor are they intended to fully reconcile to the financial

statements prepared by the Debtor. Unlike the consolidated financial statements, these Schedules

and Statements reflect the assets and liabilities of each separate Debtor, except where otherwise

indicated. Information contained in the Schedules and Statements has been derived from the

Debtors’ books and records.

Moreover, given, among other things, the uncertainty surrounding the collection and

ownership of certain assets and the valuation and nature of certain liabilities, to the extent that a

Debtor shows more assets than liabilities, this is not an admission that the Debtor was solvent as

of the date of filing for bankruptcy with the Bankruptcy Court or at any time prior. Likewise, to

the extent a Debtor shows more liabilities than assets, this is not an admission that the Debtor was

insolvent at any time.

Amendment

While reasonable efforts have been made to prepare and file complete and accurate

Schedules and Statements, inadvertent errors or omissions may exist. The Debtor reserves all rights

to amend and/or supplement the Schedules and Statements from time to time as is necessary or

appropriate.


3

General Disclosures Applicable to Schedules and Statements

1. Causes of Action. Despite reasonable efforts to identify all known assets, the

Debtor may not have listed all of causes of action or potential causes of action against third parties

as assets in their Schedules and Statements. The Debtor reserves all rights with respect to any

claims or causes of action and neither these Global Notes nor the Schedules and Statements shall

be deemed a waiver of any such claims or causes of actions or in any way prejudice or impair the

assertion of such claims.

2. Recharacterization. The Debtor has made reasonable efforts to correctly

characterize, classify, categorize, and designate the claims, assets, executory contracts, unexpired

leases, and other items reported in the Schedules and Statements. However, the Debtor may have

improperly characterized, classified, categorized, or designated certain items. The Debtor thus

reserves all rights to recharacterize, reclassify, recategorize, or redesignate items reported in the

Schedules and Statements at a later time as necessary or appropriate.

3. Claim Designations. Any failure to designate a claim in the Schedules and

Statements as “contingent,” “unliquidated,” or “disputed” does not constitute an admission by the

Debtors that such claim or amount is not “contingent,” “unliquidated,” or “disputed.” The Debtor

reserves all rights to dispute, and to assert setoff rights, counterclaims, and defenses to any claim

reflected on their Schedules or Statements on any grounds, including, but not limited to, amount,

liability, priority, status, and classification, and to otherwise subsequently designate any claim as

“contingent,” “unliquidated,” or “disputed.” Moreover, the Debtor reserves all rights to amend the

Schedules and Statements as necessary and appropriate. Listing a claim does not constitute an

admission of liability by the Debtor.

4. Unliquidated Claim Amounts. Claim amounts that could not be readily

quantified by the Debtor are scheduled as “unliquidated.”

5. Undetermined Amounts. The description of an amount as “undetermined” is not

intended to reflect upon the materiality of such amount.

6. Court Orders. Pursuant to certain orders of the Bankruptcy Court entered in the

Debtor’s case (the “First Day Orders”), the Debtor was authorized (but not directed) to pay, among

other things, certain prepetition claims. Accordingly, these liabilities may have been or may be

satisfied in accordance with such orders and therefore generally are not listed in the Schedules and

Statements. Regardless of whether such claims are listed in the Schedules and Statements, to the

extent such claims are paid pursuant to an order of the Bankruptcy Court (including the First Day

Orders), the Debtor reserves all rights to amend or supplement the Schedules and Statements as is

necessary or appropriate.

7. Valuation. In many instances, current market valuations are not maintained by or

readily available to the Debtor. It would be prohibitively expensive, unduly burdensome, and an

inefficient use of estate assets for the Debtor to obtain current market valuations of all assets.

Accordingly, unless otherwise indicated, net book values as of the Reporting Date are reflected on

the Schedules and Statements. Exceptions to this include operating cash, cash equivalents, and

certain other assets. Operating cash is presented as bank balances as of July 31, 2020. Certain


4

other assets, such as investments in subsidiaries and other intangible assets, are listed at

undetermined amounts, as the net book values may vary materially from fair market values.

Amounts ultimately realized may vary from net book value (or other value so ascribed) and such

variance may be material. Accordingly, the Debtor reserves all rights to amend, supplement, and

adjust the value of each asset set forth herein. In addition, the amounts shown for total liabilities

exclude items identified as “unknown” or “undetermined,” and, thus, ultimate liabilities may differ

materially from those stated in the Schedules and Statements.

8. Liabilities. The Debtor has sought to allocate liabilities between the prepetition

and post-petition periods based on the information and research that was conducted in connection

with the preparation of the Schedules and Statements. As additional information becomes

available and further research is conducted, the allocation of liabilities between prepetition and

post-petition periods may change. The Debtor reserves the right to amend the Schedules and

Statements as they deem appropriate in this regard.

9. Excluded Assets and Liabilities. The Debtor believes that it has identified, but

did not necessarily value, all material categories of assets and liabilities in the Schedules and

Statements. The Debtor has excluded certain categories of assets, goodwill, tax accruals, and

liabilities from the Schedules and Statements. The Debtor also has excluded rejection damage

claims of counterparties to executory contracts and unexpired leases that may be rejected (if any),

to the extent such damage claims exist. In addition, certain immaterial assets and liabilities may

have been excluded.

10. Confidential or Sensitive Information. There may be instances where certain

information in the Schedules and Statements was not included or redacted due to the nature of an

agreement between a Debtor and a third party, concerns about the confidential or commercially

sensitive nature of certain information, or concerns for the privacy of an individual.

11. Contingent Assets. The Debtor believes that it may possess certain claims and

causes of action against various parties. Additionally, the Debtor may possess contingent claims

in the form of various avoidance actions it could commence under the provisions of chapter 5 of

the Bankruptcy Code and other relevant non-bankruptcy laws. The Debtor, despite reasonable

efforts, may not have set forth all causes of action against third parties as assets in its Schedules

and Statements. The Debtor reserves all of their rights with respect to any claims, causes of action,

or avoidance actions it may have and nothing contained in these Global Notes or the Schedules

and Statements shall be deemed a waiver of any such claims, avoidance actions, or causes of action

or in any way prejudice or impair the assertion of such claims.

The Debtor may also possess contingent and unliquidated claims against affiliate entities

for various financial accommodations and similar benefits extended from time to time, including

contingent and unliquidated claims for contribution, reimbursement, and/or indemnification

arising from, among other things, (i) letters of credit, (ii) notes payable and receivable, (iii) surety

bonds, (iv) guarantees, (v) indemnities, and (vi) warranties. Additionally, prior to the bankruptcy,

the Debtor, as plaintiff, may have commenced various lawsuits in the ordinary course of its

business against third parties seeking monetary damages. Refer to item 4(a)(i), for lawsuits

commenced prior to the petition date in which the Debtor was a plaintiff.


5

12. Receivables. The Debtor has not listed individual customer accounts receivable

balance information as the Company considers its customer list to be proprietary and confidential.

13. Intercompany Accounts. The Debtor records intercompany assets and liabilities

through three types of accounts: intercompany trade (includes trade and other business-related

transactions), intercompany notes and intercompany dividends. Intercompany trade accounts

record sales-type transactions between subsidiaries and affiliates. Intercompany notes reflect loans

made between subsidiaries and affiliates.

14. Guarantees and Other Contingent Liability Claims. The Debtor has used

reasonable efforts to locate and identify guarantees and other contingent liability claims

(collectively, “Guarantees”) in executory contracts, unexpired leases, and other agreements.

Where such Guarantees have been identified, they have been included in the Schedule EF. The

Debtor reserves all rights to amend the Schedules and Statements to the extent that additional

Guarantees are identified and to remove any Guarantee that was included in error.

15. Intellectual Property Rights. Exclusion of certain intellectual property should not

be construed to be an admission that such intellectual property rights have been abandoned, have

been terminated or otherwise have expired by their terms, or have been assigned or otherwise

transferred pursuant to a sale, acquisition, or other transaction. Conversely, inclusion of certain

intellectual property should not be construed to be an admission that such intellectual property

rights have not been abandoned, have not been terminated or otherwise expired by their terms, or

have not been assigned or otherwise transferred pursuant to a sale, acquisition, or other transaction.

The Debtor has made every effort to attribute intellectual property to the rightful Debtor owner,

however, in some instances, intellectual property owned by the Debtor may, in fact, be owned by

an affiliate. Accordingly, the Debtor reserves all of their rights with respect to the legal status of

any and all intellectual property rights.

16. Executory Contracts. The Debtor has not set forth executory contracts as assets

in the Schedules and Statements. The Debtor’s executory contracts have been set forth in Schedule

G. In addition, the Debtor has made diligent attempts to properly identify all executory contracts

and unexpired leases, but inadvertent errors, omissions, or over inclusion may have occurred.

17. Estimates. To prepare and file the Schedules, management was required to make

certain estimates and assumptions that affected the reported amounts of these assets and liabilities.

The Debtor reserves all rights to amend the reported amounts of assets and liability to reflect

changes in those estimates or assumptions.

18. Fiscal Year. Each Debtor’s fiscal year ends on December 31.

19. Currency. Unless otherwise indicated, all amounts are reflected in U.S. dollars.

20. Property and Equipment. Unless otherwise indicated, owned property (including

real property) and equipment are stated at net book value. The Debtor may lease furniture, fixtures,

computer equipment, and similar fixed assets applicable of traditional office space from an

affiliated debtor. Any such leases are set forth in the Schedules and Statements. Nothing in the

Schedules and Statements is or should be construed as an admission as to the determination of the


6

legal status of any lease (including whether any lease is a true lease or a financing arrangement),

and the Debtor reserves all rights with respect to same.

21. Claims of Third-Party Related Entities. While the Debtor has made every effort

to properly classify each claim listed in the Schedules as being either disputed or undisputed,

liquidated or unliquidated, and contingent or noncontingent, the Debtor has not been able to fully

reconcile all payments made to certain third parties and their related entities on account of the

Debtor’s obligations to such parties. Therefore, to the extent that the Debtor has classified an

estimate of claims of a creditor as disputed, all claims of such creditor’s affiliates listed in the

Schedules and Statements shall similarly be considered disputed, whether or not they are

designated as such.

22. Setoffs and Recoupment. The Debtor takes and is subject to setoffs with certain

customers and vendors in the ordinary course of business. Setoffs in the ordinary course can result

from various items including, but not limited to, drawdowns on standby letters of credit,

withholding/nonreturn of security deposits, and other disputes between the Debtor and certain

customers or vendors. These setoffs are consistent with the ordinary course of business in the

Debtor’s industry.

23. Totals. All totals that are included in the Schedules and Statements represent totals

of all the known amounts included in the Schedules and Statements. To the extent there are

unknown or undetermined amounts, the actual total may be different than the listed total. The

description of an amount as “unknown” or “undetermined” is not intended to reflect upon the

materiality of such amount. To the extent a Debtor is a guarantor of debt held by another Debtor,

the amounts reflected in these Schedules are inclusive of each guarantor obligation.

Specific Notes Regarding Schedule A/B

Schedule A/B- Part 1 - Checking, savings, or other financial accounts, CDs, etc.

Schedule A/B-3 lists closing bank balances as of July 31, 2020.

Specific Notes Regarding Schedule D

Except as otherwise agreed pursuant to a stipulation or agreed order or general order

entered by the Bankruptcy Court, the Debtor reserves all rights to dispute or challenge validity,

perfection, or immunity from avoidance of any lien purported to be granted or perfected in any

specific asset to a secured creditor listed on Schedule D. Moreover, although the Debtor may have

scheduled claims of various creditors as secured claims, the Debtor reserves all rights to dispute

or challenge the secured nature of any such creditor’s claim or the characterization of the structure

of any such transaction or any document or instrument (including, without limitation, any

intercompany agreement) related to such creditor’s claim. Further, while the Debtor has included

the results of Uniform Commercial Code searches, the listing of such results is not nor shall it be

deemed an admission as to the validity of any such lien. Conversely, the Debtor made reasonable,

good faith efforts to include all liens on Schedule D, but may have inadvertently omitted to include

an existing lien because of, among other things, the possibility that a lien may have been imposed

after the Uniform Commercial Code searches were performed or a vendor may not have filed the


7

requisite perfection documentation. Moreover, the Debtor has not included on Schedule D parties

that may believe their claims are secured through setoff rights or inchoate statutory lien rights.

In certain instances, a Debtor may be a co-obligor, co-mortgagor, or guarantor with respect

to scheduled claims of debtor and/or non-debtor affiliates, and no claim set forth on Schedule D

of any Debtor is intended to acknowledge claims of creditors that are otherwise satisfied or

discharged by other entities. The descriptions provided in Schedule D are intended only as a

summary. Reference to the applicable loan agreements and related documents is necessary for a

complete description of the collateral and the nature, extent, and priority of any liens. Nothing in

the Global Notes or the Schedules and Statements shall be deemed a modification or interpretation

of the terms of such agreements.

Specific Notes Regarding Schedule E/F

1. Creditors Holding Priority Unsecured Claims. The listing of any claim on

Schedule E/F does not constitute an admission by the Debtor that such claim is entitled to priority

treatment under sections 503 and/or 507 of the Bankruptcy Code. The Debtor reserves all rights to

dispute the amount and/or the priority status of any claim on any basis at any time.

2. Creditors Holding Nonpriority Unsecured Claims. The Debtor has used

commercially reasonable efforts to list all general unsecured claims against the Debtor on Schedule

E/F based upon the Debtor’s existing books and records.

Schedule E/F does not include certain deferred credits, deferred charges, deferred

liabilities, accruals, or general reserves. Such amounts are general estimates of liabilities and do

not represent specific claims; however, such amounts are reflected on the Debtor’s books and

records as required in accordance with GAAP. Such accruals are general estimates of liabilities

and do not represent specific claims.

Schedule E/F does not include certain reserves for potential unliquidated contingencies that

historically were carried on the Debtor’s books; such reserves were for potential liabilities only

and do not represent actual liabilities.

The claims listed in Schedule E/F arose or were incurred on various dates. In certain

instances, the date on which a claim arose is an open issue of fact. Determining the date upon

which each claim in Schedule E/F was incurred or arose would be unduly burdensome and cost

prohibitive and, therefore, the Debtor does not list a date for each claim listed on Schedule E/F.

Schedule E/F contains information regarding potential and pending litigation involving the

Debtor. In certain instances, the Debtor may be the subject of litigation that is unclear or

undetermined. To the extent that litigation involving a particular Debtor has been identified,

however, such information is contained in the Schedule for that Debtor.

Schedule E/F reflects the prepetition amounts owing to counterparties to executory

contracts and unexpired leases. Such prepetition amounts, however, may be paid in connection

with the assumption, or assumption and assignment, of an executory contract or unexpired lease.

In addition, Schedule E/F does not include rejection damage claims of the counterparties to the


8

executory contracts and unexpired leases that have been or may be rejected, to the extent such

damage claims exist.

The claims of individual creditors for, among other things, payments and services listed on

the Debtor’s books and records may not reflect credits or allowances due from such creditors. The

Debtor reserves all rights in respect of such credits or allowances. The dollar amounts listed may

be exclusive of contingent or unliquidated amounts.

3. Schedule – Intercompany. The Debtor maintains business relationships with

other debtor and non-debtor affiliates, resulting in intercompany receivables and payables in the

ordinary course of business. Such Intercompany Claims arise with the Debtor pursuant to

prepetition management service agreements, intercompany trade arrangements, intercompany loan

agreements, and other intercompany arrangements. The respective intercompany accounts

payable are listed at the net amount due from the debtor as of June 30, 2020 on Schedule E/F for.

Specific Notes Regarding Schedule G

1. Executory Contracts. While the Debtor’s existing books, records, and financial

systems have been relied upon to identify and schedule executory contracts, and although

commercially reasonable efforts have been made to ensure the accuracy of Schedule G, inadvertent

errors, omissions, or over inclusions may have occurred. The Debtor does not make, and

specifically disclaims, any representation or warranty as to the completeness or accuracy of the

information set forth on Schedule G. The Debtor hereby reserves all rights to dispute the validity,

status, or enforceability of any contract, agreement, or lease set forth in Schedule G and to amend

or supplement Schedule G as necessary. The contracts, agreements, and leases listed on Schedule

G may have expired or may have been modified, amended, or supplemented from time to time by

various amendments, restatements, waivers, estoppel certificates, letters, memoranda, and other

documents, instruments, and agreements that may not be listed therein despite the Debtor’s use of

reasonable efforts to identify such documents. Further, unless otherwise specified on Schedule G,

each executory contract or unexpired lease listed thereon shall include all exhibits, schedules,

riders, modifications, declarations, amendments, supplements, attachments, restatements, or other

agreements made directly or indirectly by any agreement, instrument, or other document that in

any manner affects such executory contract or unexpired lease, without respect to whether such

agreement, instrument or other document is listed thereon.

In some cases, the same supplier or provider appears multiple times on Schedule G. This

multiple listing is intended to reflect distinct agreements between the applicable Debtor and such

supplier or provider.

Certain of the executory contracts and unexpired leases listed on Schedule G may contain

certain renewal options, guarantees of payment, options to purchase, rights of first refusal, right to

lease additional space, and other miscellaneous rights. Such rights, powers, duties, and obligations

are not set forth separately on Schedule G. In addition, the Debtor may have entered into various

other types of agreements in the ordinary course of their business, such as easements, rights of

way, subordination, nondisturbance, and atonement agreements, supplemental agreements,

amendments/letter agreements, title agreements, and confidentiality agreements. Such documents

also may not be set forth in Schedule G.


9

The Debtor hereby reserves all of its rights, claims, and causes of action with respect to the

contracts and agreements listed on Schedule G, including the right to dispute or challenge the

characterization or the structure of any transaction, document, or instrument related to a creditor’s

claim, to dispute the validity, status, or enforceability of any contract, agreement, or lease set forth

in Schedule G, and to amend or supplement Schedule G as necessary. Inclusion of any agreement

on Schedule G does not constitute an admission that such agreement is an executory contract or

unexpired lease and the Debtors reserve all rights in that regard, including, without limitation, that

any agreement is not executory, has expired pursuant to its terms, or was terminated prepetition.

The presence of a contract or agreement on Schedule G does not constitute an admission

that such contract or agreement is an executory contract or unexpired lease. The Debtor reserves

all rights, claims, and causes of action with respect to the contracts and agreements listed on

Schedule G, including the right to dispute or challenge the characterization or the structure of any

transaction, or any document or instrument (including, without limitation, any intercreditor or

intercompany agreement) related to a creditor’s claim. Further, the specific Debtor obligor to

certain of the executory contracts or unexpired leases could not be specifically ascertained in every

circumstance. In such cases, the Debtor used best efforts to determine the correct obligor to list

such executory contract or unexpired lease on Schedule G.

In the ordinary course of business, the Debtor has entered into numerous contracts or

agreements, both written and oral, regarding the provision of certain services on a month to month

basis. To the extent such contracts or agreements constitute executory contracts, these contracts

and agreements are not listed individually on Schedule G.

Certain of the executory contracts may not have been memorialized and could be subject

to dispute; executory agreements that are oral in nature have not been included in Schedule G.

In the ordinary course of business, the Debtor may have entered into confidentiality

agreements which, to the extent that such confidentiality agreements constitute executory

contracts, are not listed individually on Schedule G.

Certain of the executory contracts and unexpired leases listed in Schedule G were assigned

to, assumed by, or otherwise transferred to the Debtor in connection with, among other things,

acquisitions by the Debtor.

The Debtor generally has not included on Schedule G any insurance policies, the premiums

for which have been prepaid. The Debtor submits that prepaid insurance policies are not executory

contracts pursuant to section 365 of the Bankruptcy Code because no further payment or other

material performance is required by the Debtor. Nonetheless, the Debtor recognizes that in order

to enjoy the benefits of continued coverage for certain claims under these policies, the Debtor may

have to comply with certain non-monetary obligations, such as the provision of notice of claims

and cooperation with insurers. In the event that the Bankruptcy Court were to ever determine that

any such prepaid insurance policies are executory contracts, the Debtor reserves all rights to amend

Schedule G to include such policies, as necessary or appropriate.


10

In addition, Schedule G does not include rejection damage claims of the counterparties to

the executory contracts and unexpired leases that have been or may be rejected, to the extent such

damage claims exist.


1. Gross Revenue from business

Identify the Beginning and Ending Dates of the Debtor’s Fiscal Year,

which may be a Calendar Year

Sources of Revenue

(Check all that apply)

Gross Revenue

(Before Deductions and

Exclusions)

None

RGN – National Business Centers, LLC Case Number: 20-11962

Part 1: Income

From 1/1/2018 12/31/2018

MM/DD/YYYY MM/DD/YYYY

$30,973,858.00to Operating a business

Other

From 1/1/2019 12/31/2019



Other

From 1/1/2020 6/30/2020



Other

Page 1 of 1 to Question 1


2. Non-business revenue

Description of Sources of Revenue Gross Revenue

(Before Deductions and

Exclusions)

None

Include revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected from lawsuits, and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1.


Part 1: Income

From


to




None

3. Certain payments or transfers to creditors within 90 days before filing this case

List payments or transfers-including expense reimbursements-to any creditor, other than regular employee compensation, within 90 days before filing this case unless the aggregate value of all property transferred to that creditor is less than $6,825. (This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases filed on or after the date of adjustment.)

Creditor's Name and Address Dates Total Amount or

Value

Reasons for Payment

or Transfer

Part 2: List Certain Transfers Made Before Filing for Bankruptcy

41 MADISON L.P.C/O RUDIN MANAGEMENT CO, INC345 PARK AVE NEW YORK, NY 10154-0101

3.

Lease Payments

1

Other

Services

Suppliers or vendors

Secured debt

Unsecured loan repayment

6/1/2020 $100,096

6/1/2020 $2,195

6/4/2020 $2,056

6/4/2020 $54

7/1/2020 $2,195

7/1/2020 $9,674

7/1/2020 $100,096

8/3/2020 $2,195

8/3/2020 $9,674

8/3/2020 $100,096

TOTAL 41 MADISON L.P. $328,333




None




Value

Reasons for Payment

or Transfer


BRANDYWINE GRANDE C, L.P.PO BOX 826730 PHILADELPHIA, PA 19182-6730

3.

Lease Payments

2

Other

Services


Secured debt


6/1/2020 $3,466

6/1/2020 $3,466

6/1/2020 $17,216

6/1/2020 $17,216

6/25/2020 $482

7/1/2020 $158

7/1/2020 $483

7/1/2020 $130

7/1/2020 $48,688

7/1/2020 $2,364

7/1/2020 $28

7/1/2020 $3,466

7/1/2020 $60

7/31/2020 $158

7/31/2020 $2,364

8/3/2020 $483

8/3/2020 $49,661

8/3/2020 $3,466

8/12/2020 $11

TOTAL BRANDYWINE GRANDE C, L.P. $153,363




None




Value

Reasons for Payment

or Transfer


BRE HH PROPERTY OWNER LLCBLDG ID: 26392PO BOX 209259 AUSTIN, TX 78720-9259

3.

Lease Payments

3

Other

Services


Secured debt


6/1/2020 $95,261

6/1/2020 $95,261

6/1/2020 $6,223

6/1/2020 $6,223

6/2/2020 $624

6/2/2020 $3,119

6/4/2020 $84

6/4/2020 $170

6/4/2020 $16

6/4/2020 $40

6/4/2020 $248

6/4/2020 $305

6/4/2020 $120

6/4/2020 $199

6/4/2020 $8,000

6/4/2020 $88

6/4/2020 $94

6/4/2020 $50

6/4/2020 $2,404

6/4/2020 $55

6/4/2020 $2,404

6/4/2020 $392

6/4/2020 $538

6/4/2020 $60

7/1/2020 $95,261

7/1/2020 $6,846

8/3/2020 $5,352

8/3/2020 $6,846

8/3/2020 $95,261

8/12/2020 $2,404

8/12/2020 $2,404




None




Value

Reasons for Payment

or Transfer


TOTAL BRE HH PROPERTY OWNER LLC $436,349

CENTEXT LEGAL SERVICES550 WEST C STREETSUITE 700 SAN DIEGO, CA 92101

3.

Lease Payments

4

Other

Services


Secured debt


6/18/2020 $15,110

TOTAL CENTEXT LEGAL SERVICES $15,110

COUSINS INTERNATIONAL PLAZA I LLCPO BOX 865663 ORLANDO, FL 32886-5663

3.

Lease Payments

5

Other

Services


Secured debt


6/1/2020 $4,460

6/1/2020 $84,905

6/25/2020 $7,494

7/1/2020 $84,905

7/1/2020 $4,460

8/3/2020 $4,460

8/3/2020 $84,905

8/5/2020 $169

8/5/2020 $10

TOTAL COUSINS INTERNATIONAL PLAZA I LLC $275,768




None




Value

Reasons for Payment

or Transfer


FSP- SOUTH FLOWER STREET ASSOCIATESPO BOX 841275 LOS ANGELES, CA 90084-1275

3.

Lease Payments

6

Other

Services


Secured debt


6/1/2020 $117,061

6/1/2020 $68,118

7/1/2020 $68,118

7/1/2020 $19,880

7/1/2020 $121,744

7/23/2020 $8,400

7/23/2020 $2,050

8/3/2020 $121,744

8/3/2020 $68,118

8/3/2020 $19,880

8/6/2020 $10

8/6/2020 $2,050

8/6/2020 $1,640

8/6/2020 $8,400

8/6/2020 $2,050

8/6/2020 $8,400

8/7/2020 $57

8/7/2020 $50

8/7/2020 $5

8/7/2020 $605

8/7/2020 $10

8/7/2020 $19

8/7/2020 $10

8/7/2020 $19

8/7/2020 $19

8/7/2020 $19

8/7/2020 $6

8/7/2020 $5

8/7/2020 $15

8/7/2020 $521

8/7/2020 $19




None




Value

Reasons for Payment

or Transfer


TOTAL FSP- SOUTH FLOWER STREET ASSOCIATES $639,041

JEMALS ULINE LLCPO BOX 823973 PHILADELPHIA, PA 19182-3973

3.

Lease Payments

7

Other

Services


Secured debt


6/4/2020 $1

TOTAL JEMALS ULINE LLC $1

MOTOMO INC.3293 KELTON AVE LOS ANGELES, CA 90034

3.

Lease Payments

8

Other

Services


Secured debt


6/25/2020 $2,348

TOTAL MOTOMO INC. $2,348

PARK PLACE OWNER LLCP.O. BOX 76448 BALTIMORE, MD 21275-6448CANADA

3.

Lease Payments

9

Other

Services


Secured debt


6/12/2020 $4,206

7/1/2020 $58,358

7/1/2020 $1,077

7/1/2020 $119

8/3/2020 $61,450

8/3/2020 $119

8/3/2020 $1,077

TOTAL PARK PLACE OWNER LLC $126,406

SMCI10755-F SCRIPPS POWAY PARKWAY, 499 SAN DIEGO, CA 92131

3.

Lease Payments

10

Other

Services


Secured debt


8/27/2020 $479

TOTAL SMCI $479




None




Value

Reasons for Payment

or Transfer


THOITS BROS., INC.629 EMERSON ST.P. O. BOX 21 PALO ALTO, CA 94302CANADA

3.

Lease Payments

11

Other

Services


Secured debt


6/1/2020 $12,444

6/1/2020 $3,700

6/1/2020 $92,496

6/4/2020 $1,628

6/4/2020 $1,323

7/1/2020 $92,496

7/1/2020 $3,700

7/1/2020 $12,444

7/31/2020 $2,348

7/31/2020 $1,356

7/31/2020 $1,427

8/12/2020 $679

TOTAL THOITS BROS., INC. $226,042

$2,203,239TOTAL



None

4. Payments or other transfers of property made within 1 year before filing this case that benefited any insider

List payments or transfers, including expense reimbursements, made within 1 year before filing this case on debts owed to an insider or guaranteed or cosigned by an insider unless the aggregate value of all property transferred to or for the benefit of the insider is less than $6,825. (This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases filed on or after the date of adjustment.) Do not include any payments listed in line 3. Insiders include officers, directors, and anyone in control of a corporate debtor and their relatives; general partners of a partnership debtor and their relatives; affiliates of the debtor and insiders of such affiliates; and any managing agent of the debtor. 11 U.S.C. § 101(31).


Insider's Name and Address and Relationship to Debtor Dates Amount Reason for Payment


FRANCHISE INTERNATIONAL S.A.R.L.AFFILIATE26, ROYAL BOULEVARDL-2499LUXEMBOURGLUXEMBOURG

4.1 12/31/2019 Franchise Fees$3,023,113

3/30/2020 Franchise Fees$20,069

6/30/2020 Franchise Fees$941,508

TOTAL FRANCHISE INTERNATIONAL S.A.R.L. $3,984,690

REGUS CORPORATIONPARENT COMPANY15950 DALLAS PARKWAYSUITE 400DALLAS, TX 75248

4.2 12/31/2019 Net receivable due to affiliates after customer receipts, expenses, franchise fees, and transfers

$22,361,880

6/30/2020 Net receivable due to affiliates after customer receipts, expenses, franchise fees, and transfers

$7,446,922

TOTAL REGUS CORPORATION $29,808,802

RGN - HOLDINGS, LLCPARENT COMPANY15950 DALLAS PARKWAYSUITE 400DALLAS, TX 75248

4.3 6/30/2019 Dividend$35,907,000

4/30/2020 Dividend$17,721,000

TOTAL RGN - HOLDINGS, LLC $53,628,000

In the ordinary course of its business, the Debtor incurs management fees and lease fees for fixed assets due to affiliates, generates revenue from guarantee fees from affiliates, and generates revenues and expenses from the operation of centers in which it is the tenant. These intracompany inflows and outflows are trued up periodically, and to the extent inflows exceed outflows, a receivable is booked between the Debtor and Regus Corporation. The activity listed above is the net true up of those inflows and outflows.

Specific Notes

$87,421,492TOTAL



None

5. Repossessions, foreclosures, and returns

List all property of the debtor that was obtained by a creditor within 1 year before filing this case, including property repossessed by a creditor, sold at a foreclosure sale, transferred by a deed in lieu of foreclosure, or returned to the seller. Do not include property listed in line 6.


Creditor's Name and Address Description of the Property Date Action

was Taken

Value of Property


NONE $015.

$0TOTAL



6. Setoffs

List any creditor, including a bank or financial institution, that within 90 days before filing this case set off or otherwise took anything from an account of the debtor without permission or refused to make a payment at the debtor's direction from an account of the debtor because the debtor owed a debt.

None


Creditor's Name and Address Description of Action Creditor Took Date Action

Taken

Account

Number

Amount


NONE $016.

$0TOTAL



None

7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental audits

List the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor was involved in any capacity - within 1 year before filing this case.


Caption of Suit and Case Number Nature of Proceeding Court or Agency and Address Status of Case

Part 3: Legal Actions or Assignments

2100 WOODWARD ASSOCIATES, LLC V. RGN-BLOOMFIELD HILLS I, LLC AND RGN-NATIONAL BUSINESS CENTERS, LLC2020-181494-CB

LANDLORD LITIGATION - FAILURE TO PAY RENT

STATE OF MICHIGAN, CIRCUIT COURT FOR THE COUNTY OF OAKLAND1200 N TELEGRAPH RD, DEPARTMENT 404, PONTIAC, MI 48341, USA

6/2/20 - CENTER RECEIVED COPY OF COMPLAINT. 6/4/20 - COPY OF COMPLAINT SERVED. ANSWER DUE 7/2/20.

17.

BPP 1420 FIFTH AVENUE OWNER, LLC V. RGN-NATIONAL BUSINESS CENTERS, LLC DBA REGUSNOT FILED

LANDLORD LITIGATION - FAILURE TO PAY RENT

NOT AVAILABLE27.



8. Assignments and receivership

None

List any property in the hands of an assignee for the benefit of creditors during the 120 days before filing this case and any property in the hands of a receiver, custodian, or other court-appointed officer within 1 year before filing this case.


Custodian's Name and Address Court Name and Address Case Title and Number Date Description of Property Value

Part 3: Legal Actions or Assignments

NONE

18.



Recipient’s

Relationship to

Debtor

Recipient’s Name and Address

9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before filing this case unless the

aggregate value of the gifts to that recipient is less than $1,000

Dates Given

None

Description of the

Gifts or

Contributions

Value


Part 4: Certain Gifts and Charitable Contributions

NONE19.



None

10. All losses from fire, theft, or other casualty within 1 year before filing this case.


Description of Property Amount of

Payments Received

Date of

Loss

Property ValueHow Loss Occurred

Part 5: Certain Losses

If you have received payments to cover the loss, for example, from insurance, govertnment compensation, or tort liability, list the total

received. List unpaid claims on Official Form 106A/B (Schedule A/B: Assets - Real and Personal Property).

NONE Undetermined110.

UndeterminedTOTAL



11. Payments related to bankruptcy

Who was Paid or Who Received the Transfer?

Address

None

List any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year before the filing of this case to another person or entity, including attorneys, that the debtor consulted about debt consolidation or restructuring, seeking bankruptcy relief, or filing a bankruptcy case.

Email / Website Who Made the Payment,

if not Debtor?


Part 6: Certain Payments or Transfers

If not Money, Describe any

Property TransferredDates Total Amount or

Value

ALIXPARTNERS LLPNOT AVAILABLE

$150,0007/2/2020REGUS MANAGEMENT GROUP

111.


$140,0008/6/2020REGUS GROUP LTD.211.


$175,6137/30/2020REGUS GROUP LTD.311.


$167,6007/28/2020REGUS GROUP LTD.411.


$536,3417/28/2020REGUS GROUP LTD.511.



611.


$142,2648/10/2020REGUS GROUP LTD.711.

DUFF & PHELPS LLCNOT AVAILABLE


811.





Address

None



if not Debtor?





Value



911.



1011.



1111.



1211.



1311.



1411.



1511.

FAEGRE DRINKER BIDDLE & REATH LLPNOT AVAILABLE

$21,7178/10/2020RGN-CULVER CITY1611.





Address

None



if not Debtor?





Value


$226,2057/21/2020REGUS GROUP LTD.1711.


$21,7178/10/2020RGN-FORT LAUDERDALE1811.


$212,8198/5/2020REGUS GROUP LTD.1911.


$30,0008/10/2020RGN-FORT LAUDERDALE2011.


$199,9988/12/2020REGUS GROUP LTD.2111.


$180,0008/13/2020REGUS GROUP LTD.2211.


$30,0008/11/2020RGN-SEATTLE XII2311.


$30,0008/10/2020RGN-CULVER CITY2411.





Address

None



if not Debtor?





Value


$686,3437/14/2020REGUS GROUP LTD.2511.


$103,3868/13/2020REGUS GROUP LTD.2611.



2711.



2811.



2911.



3011.



3111.



3211.





Address

None



if not Debtor?





Value


$181,0007/28/2020REGUS GROUP LTD.3311.


$131,7698/10/2020REGUS GROUP LTD.3411.


$21,7178/11/2020RGN-SEATTLE XII3511.


$100,0007/29/2020REGUS CORP3611.


$100,0007/29/2020REGUS CORP3711.


$65,0007/31/2020REGUS/RGN CHAPEL HILL3811.


$100,0007/31/2020REGUS/RGN CHAPEL HILL3911.



4011.





Address

None



if not Debtor?





Value

The amounts shown as payments made on behalf of the debtor are not exclusive to the debtor, but rather aggregate amounts of payments made across all entities under Regus Corporation to attorneys and financial advisors consulted about debt consolidation or restructuring, seeking bankruptcy relief, or filing a bankruptcy case. The attorneys and financial advisors have not allocated time entries and fees by an individual debtor, but on a consolidated basis. To allocate by debtor would be administratively burdensome and instead the debtor is showing the aggregate amount paid for the process on a consolidated basis.

Specific Notes



12. Self-settled trusts of which the debtor is a beneficiary

Name of Trust or Device Describe any Property Transferred Dates Transfers

were Made

None

List any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years before the filing of this case to a self-settled trust or similar device.Do not include transfers already listed on this statement.

Total Amount / ValueTrustee



NONE $0112.



None

13. Transfers not already listed on this statement

List any transfers of money or other property - by sale, trade, or any other means - made by the debtor or a person acting on behalf of the debtor within 2 years before the filing of this case to another person, other than property transferred in the ordinary course of business or financial affairs. Include both outright transfers and transfers made as security. Do not include gifts or transfers previously listed on this statement.


Description of Property Date Transfer

was Made

Total Amount

or Value

Name and Address of Transferee, Relationship to Debtor


RGN-HOLDINGS, LLC (TRANSFERS FROM RGN-NATIONAL BUSINESS CENTERS, LLC IN 2018)3000 KELLWAY DRIVESUITE 140CARROLLTON, TX 75006AFFILIATE

2018RGN-San Jose I, LLC; RGN-El Segundo I, LLC; RGN-Irvine IV, LLC; RGN-Newport Beach III, LLC; RGN-Sunrise I, LLC; RGN-Lake Mary I, LLC; RGN-Troy I, LLC; RGN-Boston VIII, LLC; RGN-Palo Alto I, LLC; RGN-Philadelphia IV, LLC; RGN-Spring I, LLC; RGN-Minneapolis I, LLC; RGN-Mt. Laurel I, LLC; RGN-Philadelphia II, LLC; RGN-Chicago VII, LLC; RGN-Alpharetta VI, LLC; RGN-Atlanta XV, LLC; RGN-Charlotte XI, LLC; RGN-Troy II, LLC; RGN-Novi II, LLC; RGN-Houston XIII, LLC; RGN-Las Vegas XII, LLC; RGN-Miami IX, LLC; RGN-Minnetonka I, LLC; RGN-Bloomington I, LLC; RGN-Mountain View I, LLC; RGN-Iselin I, LLC; RGN-Orlando IV, LLC; RGN-Pittsburgh VI, LLC; RGN-Seattle V, LLC; RGN-Kirkland II, LLC; RGN-Tampa I, LLC; RGN-Bethesda III, LLC

$138,500,000113.

RGN-HOLDINGS, LLC (TRANSFERS FROM RGN-NATIONAL BUSINESS CENTERS, LLC IN 2019)3000 KELLWAY DRIVESUITE 140CARROLLTON, TX 75006AFFILIATE

2019RGN-Portland IV, LLC; RGN-Tempe I, LLC; RGN-Fort Washington I, LLC; RGN-Irvine VI, LLC; RGN-West Conshohocken I, LLC; RGN-Newton I, LLC; RGN-Princeton I, LLC; RGN-Newport Beach II, LLC; RGN-Austin XVI, LLC; RGN-Warrenville LLC

$24,100,000213.

Since 2016, Debtor has in the ordinary course of its business transferred "ownership" of leased centers to special purpose entities ("SPEs") in 2 step transactions to the SPEs identified above. This disclosure is made in the interest of transparency. In each transaction, the value of the center would be established by independent valuation professionals. The rights to the center (lease, franchise, fixed asset lease etc.) would be transferred to RGN Holdings, LLC (a non-debtor) for the consideration established by the valuation. RGN Holdings, LLC would then contribute those rights to the SPE. These transfers are shown in groupings. These transfers of business entities within Regus Corporation are shown in groupings by years (2018, 2019 and year-to-date 2020). While this SOFA only requires a lookback of two years, the Debtor included all transfers made within 2018 because divvying up that period and associated value would not be practical.

Specific Notes

$162,600,000TOTAL



Does not apply

14. Previous addresses

List all previous addresses used by the debtor within 3 years before filing this case and the dates the addresses were used.


Dates of OccupancyAddress

Part 7: Previous Locations

15305 DALLAS PARKWAY, SUITE 400, ADDISON, TX 75001 From: 10/31/2019To:114.

This does not include current or former tenanted addresses.

Specific Notes



Facility Name and Address

15. Health Care bankruptcies

Is the debtor primarily engaged in offering services and facilities for:- diagnosing or treating injury, deformity, or disease, or- providing any surgical, psychiatric, drug treatment, or obstetric care?

No. Go to Part 9.

Yes. Fill in the information below.

Nature of the Business

Operation, Including

Type of Services the

Debtor Provides

Location Where Patient

Records are Maintained

(if Different from Facility

Address). If Electronic,

Identify any Service

Provider.

If Debtor

Provides Meals

and Housing,

Number of

Patients in

Debtor’s Care

How are

Records

Kept?


Part 8: Health Care Bankruptcies

NONE

Paper

Electronic115.



16. Does the debtor collect and retain personally identifiable information of customers?


Part 9: Personally Identifiable Information

No.

Yes. State the nature of the information collected and retained. CLIENT AND PROSPECTIVE CLIENT DATA

Does the debtor have a privacy policy about that information?

Yes

No



17. Within 6 years before filing this case, have any employees of the debtor been participants in any ERISA, 401(k),

403(b), or other pension or profit-sharing plan made available by the debtor as an employee benefit?


Part 9: Personally Identifiable Information

No. Go to Part 10.

No. Go to Part 10.

Yes. Does the debtor serve as plan administrator?

Has the plan been terminated?

Yes. Fill in below:

Yes

No

Describe: EIN:



None

18. Closed financial accounts

Within 1 year before filing this case, were any financial accounts or instruments held in the debtor's name, or for the debtor's benefit, closed, sold, moved, or transferred?


Financial Institution Name and Address Last 4 Digits of

Acct Number

Type of Account Date of Closing Last

Balance

Include checking, savings, money market, or other financial accounts; certificates of deposit; and shares in banks, credit unions, brokerage houses, cooperatives, associations, and other financial institutions.

Part 10: Certain Financial Accounts, Safe Deposit Boxes, and Storage Units

BANK OF AMERICANOT AVAILABLE

ACH 4/1/20202596 $0118.


MASTER 4/1/20208930 $0218.


CHECK DISB 4/1/20203265 $0318.



19. Safe deposit boxes

Depository Institution Name and Address

None

List any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 year before filing this case.

Does Debtor still

have it?

Names of Anyone with Access to it and

Address

Description of the

Contents



NONE No

Yes

119.



Facility Name and Address

20. Off-premises storage

List any property kept in storage units or warehouses within 1 year before filing this case. Do not include facilities that are in a part of a building in which the debtor does business.

None

Names of Anyone

with Access to it

Address Description of the

Contents

Does Debtor

still have it?



NONE

Yes

No120.



21. Property held for another

Owner’s Name and Address

None

List any property that the debtor holds or controls that another entity owns. Include any property borrowed from, being stored for, or held in trust. Do not list leased or rented property.

ValueLocation of the Property Description of the

Property


Part 11: Property the Debtor Holds or Controls That the Debtor Does Not Own

NONE121.



No

22. Has the debtor been a party in any judicial or administrative proceeding under any environmental law? Include

settlements and orders.

Yes. Provide details below.


Case Title and Case Number Court or Agency Name and Address Nature of Proceeding Status

Part 12: Details About Environmental Information

For the purpose of Part 12, the following definitions apply:

Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardous material, regardless of the medium affected (air, land, water, or any other medium).

Site means any location, facility, or property, including disposal sites, that the debtor now owns, operates, or utilizes or that the debtor formerly owned, operated, or utilized.

Hazardous material means anything than an environmental law defines as hazardous or toxic, or describes as a pollutant, contaminant, or a similary harmful substance.

Report all notices, releases, and proceedings known, regardless of when they occurred.

NONE122.



23. Has any governmental unit otherwise notified the debtor that the debtor may be liable under or in violation of an environmental law?

No



Site Name and Address Governmental Unit Name and Address Environmental Law, if Known Date of Notice


For the purpose of Part 12, the followig definitions apply:





NONE123.



24. Has the debtor notified any governmental unit of any release of hazardous material?

No



Site Name and Address Governmental Unit Name and Address Environmental Law, if Known Date of Notice


For the purpose of Part 12, the followig definitions apply:





NONE124.



25. Other businesses in which the debtor has or has had an interest

Employer Identification

Number

None

List any business for which the debtor was an owner, partner, member, or otherwise a person in control within 6 years before filing this case.Include this information even if already listed in the Schedules.

Business Name and Address Describe the Nature of the

Business

Dates Business

Existed


Part 13: Details About the Debtor's Business or Connections to Any Business

Do not include SSN or ITIN

NONE25.1



26. Books, records, and financial statements

None

26a. List all accountants and bookkeepers who maintained the debtor’s books and records within 2 years before filing this case.

Name and Address Dates of Service



MICHAEL BONHAM15950 DALLAS PARKWAYSUITE 400DALLAS, TX 75248

From: 1/6/2008 To:126a.

MICHAEL OSBORN15950 DALLAS PARKWAYSUITE 400DALLAS, TX 75248

From: 1/5/2007 To:226a.

Page 1 of 1 to Question 26a.


None

26b. List all firms or individuals who have audited, compiled, or reviewed debtor’s books of account and records or prepared a financial statement within 2 years before filing this case.

Name and Address Dates of Service




KPMG2323 ROSS AVE#1400DALLAS, TX 75201

From: To:126b.

Page 1 of 1 to Question 26b.



None

26c. List all firms or individuals who were in possession of the debtor’s books of account and records when this case is filed.

Name and Address If any Books of Account and Records are

Unavailable, Explain Why



ALIXPARTNERS909 THIRD AVENUENEW YORK, NY 10022

126c.

DUFF AND PHELPS LLC31ST FLOOR55 E 52ND STREETNYC, NY 10055

226c.

KPMG2323 ROSS AVE#1400DALLAS, TX 75201

326c.

Page 1 of 1 to Question 26c.



None

26d. List all financial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a financial statement within 2 years before filing this case.

Name and Address



NONE126d.

The Debtors (Guarantors) have shared certain financial information with landlords in the past at their request.

Specific Notes

Page 1 of 1 to Question 26d.


27. Inventories

No

Have any inventories of the debtor’s property been taken within 2 years before filing this case?

Name of the Person who

Supervised the Taking of the

Inventory

Dollar Amount

Yes. Give the details about the two most recent inventories.

Name and Address of the Person

who has Possession of Inventory

Records

Date of Inventory



Basis

NONE127.



28. List the debtor's officers, directors, managing members, general partners, members in control, controlling

shareholders, or other people in control of the debtor at the time of the filing of this case.


Name and Address Positition and Nature of any Interest Percent of Interest, if any


RESPONSIBLE OFFICERJAMES FELTMANJSF, RESPONSIBLE OFFICERDUFF AND PHELPS LLC, 31ST FLOOR55 E 52ND STREETNYC, NY 10055

128.

SOLE MEMBERRGN - HOLDINGS, LLC15305 DALLAS PARKWAYSUITE 600ADDISON, TX 75001

228.



29. Within 1 year before the filing of this case, did the debtor have officers, directors, managing members, general

partners, members in control of the debtor, or shareholders in control of the debtor who no longer hold these

positions?

No

Yes. Identify below.


Name and Address Position and Nature of Interest Period During Which Position Was Held


SOLE MEMBERRGN - HOLDINGS, LLC15305 DALLAS PARKWAYSUITE 600ADDISON, TX 75001

From: To:129.



30. Payments, Distributions, or Withdrawals Credited or Given to Insiders

Within 1 year before filing this case, did the debtor provide an insider with value in any form, including salary, other compensation, draws, bonuses, loans, credits on loans, stock redemptions, and options exercised?


Name and Address of Recipient and Relationship to Debtor Amount Reason for Providing the Value


No


Dates

NONE130.

TOTAL $0

$0TOTAL



31. Within 6 years before filing this case, has the debtor been a member of any consolidated group for tax purposes?

No



Employer Identification Number of the Parent CorporationName of Parent Corporation


REGUS CORPORATION 20-1399579EIN:131.



32. Within 6 years before filing this case, has the debtor as an employer been responsible for contributing to a

pension fund?

No



Employer Identification Number of the Pension FundName of Pension Fund


NONE EIN:132.



RGN – National Business Centers, LLC

Signature:

Executed on:

Name and Title

September 3, 2020

/s/ James S. Feltman James S. Feltman, Responsible Officer

Part 14: Signature and Declaration

Warning -- Bankruptcy fraud is 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 imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

I have examined the information in this Statement of Financial Affairs and any attachments and have a resonable belief that the information is true and correct.

I declare under penalty of perjury that the foregoing is true and correct.

Are additional pages to the Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy (Official Form 207) attached?

Case Number: 20-11962

X No

Yes


UNITED STATES BANKRUPTCY COURT Delaware Chapter 11 RGN ...

Documents

Transcript of UNITED STATES BANKRUPTCY COURT Delaware Chapter 11 RGN ...