BTU Holdings Company and its Subsidiaries - Consolidated Financial Statements - 31 December 2004

More information from the Hayat litigation docket.  Almazeedi provided the financial statements for 2004 to Abdulmohsen Hayat sometime in 2006.  Hayat, in his various affidavits, claims not to have received any more current or relevant information regarding BTU Holdings Company.  One can only assume that the liquidator will have a clearer picture at the upcoming first creditors meeting. 

Principal BTU HOLDINGS COMPANY subsidiaries
BTU Power Management Company (Caymans)  100% owned - Management Company
BTU Ventures, Inc. (Delaware) 100% owned - Management Company

 

BTU HOLDINGS COMPANY
(In Official Liquidation)
(“The Company”)
The Companies Law
Notice of Creditors’ Meeting (O.8, R.2)
Grand Court Cause No. 35 of 2011
Registration No. 125586

NOTICE IS HEREBY GIVEN THAT the first meeting of the creditors of the above Company will be held by telephone conference from the offices of KPMG, 2nd Floor, Century Yard, Cricket Square, Grand Cayman, Cayman Islands at 10:00am Cayman time on 13th April 2011, on international access number 1(281) 319-9872 or US access number 1(866) 212-4398, participant passcode: 5302584637#

link: BTU Holdings Company and it Subsidiaries - Consolidated Financial Statements 31 December 2004
link: Kenny Leung (BTU Ventures controller) Email to "BTU" and Draft Letter to Evolvence

BTU HOLDINGS COMPANY was placed in VOLUNTARY LIQUIDATION on January 27, 2011. The Grand Court of the Cayman Islands issued an Order (on February 24, 2011) for the liquidation to be continued under the Supervision of the Court because BTU HOLDINGS COMPANY could not show that it was solvent.

from E&Y website: 2006 Entrepreneur of the Year

Almazeedi's "Founder's Statement" in the new btupower.com Website 

sometime mid-February 2011

"As the BTU Companies continue to successfully execute our business plan, I am pleased to update you on recent and positive developments in our efforts to protect the value of our assets for the benefit of all our investors."

• BTU HOLDINGS COMPANY went into Voluntary Liquidation on January 27, 2011  [see page 335]

28 days later...

• BTU HOLDINGS COMPANY's liquidation was Ordered to continue under the Supervision of the Court in accordance with Section 124 of the Companies Law (2010 Revision) on February 24, 2011 (28 days after filing for Voluntary Liquidation).  [see page 470]

Observation

Based on the excerpt form the Cayman Island Companies Law, if BTU HOLDINGS COMPANY could have shown that it was SOLVENT, it could have continued under Voluntary Liquidation


Cayman Islands: Companies Law (2010) Revision
124. (1) Where a company is being wound up voluntarily its liquidator shall apply to the Court for an order that the liquidation continue under the supervision of the Court unless, within twenty-eight days of the commencement of the liquidation, the directors have signed a declaration of solvency in the prescribed form in accordance with subsection (2).

Conclusion

The "parent" company of BTU Ventures Inc., BTU Power Management, BTU Power Company, etc. is "broke."  This little bit of information did not make it's way into the Founder's Statement for btupowercompany.com (perhaps Almazeedi will update that website soon.  Maybe he'll return his E&Y Entrepreneur of the Year award as well.)

So, what are these "recent and positive developments" that he was talking about in btupower.com - maybe he was talking about them from HIS perspective... they are positive for HIM.

BTU HOLDINGS COMPANY, the "parent" company of BTU Ventures Inc., BTU Power Management, BTU Power Company, etc. is IN OFFICIAL LIQUIDATION (see post immediately below for a corporate structure diagram of the BTU Group)

link: Cayman Islands Gazette - Extraordinary Gazette Issue 26 - Commercial Liquidation Notices - Tuesday, 29 March 2011 [see page 3]

BTU HOLDINGS COMPANY 

(In Official Liquidation) 

(“The Company”) 

The Companies Law 

Notice of Creditors’ Meeting (O.8, R.2) 

Grand Court Cause No. 35 of 2011 

Registration No. 125586 

NOTICE IS HEREBY GIVEN THAT the first meeting of the creditors of the above Company will be held by telephone conference from the offices of KPMG, 2nd Floor, Century Yard, Cricket Square, Grand Cayman, Cayman Islands at 10:00am Cayman time on 13th April 2011, on international access number 1(281) 319-9872 or US access number 1(866) 212-4398, participant passcode: 5302584637#.

In order to be eligible to attend this meeting each creditor is required to have submitted a Proof of Debt and have sent written notice of his/her intention to attend to the Joint Official Liquidators, contact Lea Kuflik on lkuflik@kpmg.ky by close of business on 11th April 2011. Should any creditor wish to submit a claim against the Company, please email Lea Kuflik on the above email address to receive a Proof of Debt Form in accordance with the Companies Winding Up Rules 2010.

Dated this 28th day of March 2011.

S WHICKER 

Joint Official Liquidator 

The address of the Official Liquidators is: PO Box 493, Grand Cayman KY1-1106 Cayman Islands
Contact for enquiries:
Ms Lea Kuflik
Telephone: 345-815-2601
Facsimile: 345-949-7164
Email: lkuflik@kpmg.ky

Address for service:
P.O. Box 493, Grand Cayman KY1-1106 Cayman Islands
Telephone: 345-949-4800
Facsimile: 345-949-7164

link: Gazette Office - Cayman Islands Government

link: BTU HOLDINGS COMPANY - Certificate of Incorporation
link: BTU HOLDINGS COMPANY - Register of Members
link: BTU HOLDINGS COMPANY - Register of Directors and Officers

from the Hayat litigation Appeals Court decision

FN1. According to Hayat's affidavit '[t]he BTU group companies are a fully integrated whole with each serving BTU Holdings.' Subsidiaries include BTU Power Company (BTU Power), a Cayman Islands corporation controlled by BTU Power Management (Power Management), a Cayman Islands corporation with its principal offices in the United Arab Emirates. Al-Mazeedi is the sole director of Power Management. BTU Ventures provides services to BTU Power on a contract basis on behalf of BTU Holdings and is incorporated under the laws of Delaware with its principal place of business in Massachusetts.

The first of Al-Mazeedi's litigation salvos: the lawsuit filed against Mr. Hayat in the Caymans (original: September 27, 2007)

Among the many documents submitted in support of various motions in Massachusetts and Cayman Islands courts there are exhibits that contain correspondence, corporate documentation, summary financials, etc.  When viewed in the wider context of ALL litigation involving Mr. Al-Mazeedi these exhibits not only inform but also elucidate.  The following email from Mr. Al-Mazeedi to Mr. Hayat (in which he offers essentially NOTHING - beyond the fee that he was already receiving for having brought in the $290 million - for his 44% ownership of BTU Holdings Company) underscores a particular modus operandi of Mr. Al-Mazeedi (and Ms. Oishi).

Note: links to the principal filings in the Caymans litigation are found at the bottom of this post.

2006

Al-Mazeedi describes how much the personal and family relationship he's developed with Hayat means to him.

"However, due to the personal and family relationship we both have and which I, in particular, value..."

 link: Wael Al-Mazeedi "offer" to Mohsen Hayat for his 44% interest in BTU Holdings Company

2007

Al-Mazeedi sues Hayat in the Caymans

Tactical and abusive nature of the Writ  [from Hayat's Defence and Counterclaims] 

2. Mr. Hayat's contacts and business expertise were crucial to the successful formation and funding of the BTU Group. But for Mr. Hayat's considerable endeavours there would have be no prospect of the BTU Group developing past its start-up phase. The subsequent growth in value of the BTU Group was as a direct result of Mr. Hayat's services, particularly in respect of the negotiations which led to the provision of funding under the Evolvence Agreement.

3. The BTU Group was from the beginning intended to operate as a quasi-partnership, drawing and developing upon the respective skills and contacts of the main shareholders. Unfortunately having benefited from Mr. Hayat's work, the other beneficial owners, namely Mr. Mazeedi and his wife, Ms. Mitsue Oishi (together "the Mazeedis"), increasingly sought to exclude Mr. Hayat from the participating in the management of the BTU group and have sought inter alia to improperly divert maturing business opportunities to other companies which are not part of the BTU group, (although these are improperly trading in the style "BTU").

4. This Writ forms part of the break-down of the relationship between Mr. Mazeedi and Mr. Hayat. Worse still it forms part of transparent attempt to obtain a perceived tactical advantage in the wider dispute between the parties, based upon allegations which the Mazeedis know to be without merit or foundation.

5. No notice of this Writ was provided to Mr. Hayat by BTU, despite the fact that certain allegations made related to conduct which took place more the 4 years previously, and of which no complaint was made in the intervening period.

link: Amended Writ of Summons
link: Defence and Counterclaim
link: Reply to Defence and Counterclaim

Evolvence and the Hayat Litigation - consequential contradictions in Wael Al-Mazeedi's statements and actions - re: Mr. Khaled Al Muhairy

An interesting dichotomy is seemingly at work regarding the impetus for Wael Al-Mazeedi's actions vis-à-vis the litigation with Abdulmohsen Hayat. At the very least, some interesting questions are raised by statements and disclosures made in the various documents discussed below.

The "zealous advocate" - WilmerHale's commercial role in Meiya

From WilmerHale's own website we have an abbreviated description of their role (besides litigating on behalf of Al-Mazeedi, Oishi, and the BTU group of companies) in the "sale" of Meiya Power Company.

"Represented energy-focused private equity firm BTU Power Management Company in a secured $240 million term credit facility from Standard Chartered Bank in the connection with the acquisition of Chinese electricity generation assets."

Link: Debt Finance | WilmerHale

Note: WilmerHale is involved in every single one of the known lawsuits in the US involving BTU (see section titled "BTU Lawyers").