Preview
FILED
1/18/2024 4:50 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Martin Reyes DEPUTY
CAUSE NO. DC-23-15752
TEXAS CAPITAL BANK, § IN THE DISTRICT COURT OF
§
Plaintiff, §
§
v. § DALLAS COUNTY, TEXAS
§
BRANDON T. STEELE AND, §
BTS ENTERPRISES, INC §
Defendants. § 191ST JUDICIAL DISTRICT
REPORT OF RECEIVER – JANUARY 18, 2024
TO THE HONORABLE JUDGE OF SAID COURT:
NOW COMES, Richard E. Brophy, Jr., as receiver (“Receiver”), and files this report pursuant
to the Agreed Order Appointing Receiver (the “Order”) signed by the Court on December 20, 2023
in the above-reference cause, and would respectfully show the Court as follows:
(a) an inventory of the Receivership Estate
As of the date of filing of this report, the receivership estate is comprised of the common
stock (the “SBI Stock”) issued by Steele Bancshares, Inc. ("SBI") to Brandon Steele and includes no
other property.
(b) a summary description of all things done by Receiver or his agents in his efforts to
sell the SBI Stock since the date of his previous report
Pursuant to the Order, this report is the first report required to be filed by Receiver. Since the
date of the Order, Receiver or his agents have done the following things in efforts to sell the SBI
Stock:
1. Receiver has communicated with five investment banking firms to inquire whether the
investment banking firms would have interest in assisting in efforts to sell the SBI Stock.
Two of the investment banking firms have declined involvement at this time. Receiver
has obtained or is in the process of obtaining proposals from the other three investment
banking firms regarding each of the firm’s potential involvement in the sale of the SBI
Stock. Receiver has not yet engaged an investment banking firm as of the date of filing of
this report.
REPORT OF RECEIVER Page 1 of 5
Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc.
2. Receiver has received emails and telephone calls from multiple individuals or entities
inquiring with respect to the sale of the SBI Stock or some other business transaction
related to the acquisition of the Notes and/or American State Bank (“ASB”).
3. Receiver has had multiple telephone conversations with legal counsel for Texas Capital
Bank regarding matters related to the receivership. Separately, receiver has had multiple
telephone conversations with Brandon Steele regarding matters related to the receivership.
Receiver has also had separate telephone conversations with legal counsel for SBI and
ASB regarding matters related to the receivership.
4. Pursuant to the Order, Receiver sent legal counsel for Texas Capital Bank a request for
potential purchasers of the SBI Stock who have been designated by Texas Capital Bank
and a request for certain books and records of SBI and ASB. Texas Capital Bank has since
designated three (3) potential purchasers. Receiver received a response to the request for
books and records on January 18, 2024.
5. Pursuant to the Order, Receiver has also sent legal counsel for Brandon Steele and BTS
Enterprises, Inc. (“BTSE”) a similar request for potential purchasers of the SBI Stock who
have been designated by Brandon Steele or BTSE and a request for certain books and
records of SBI and ASB. Receiver has not yet received a response from Brandon Steele
or BTSE with respect to the request and has not yet received the requested books and
records.
6. Receiver has filed a notice of subpoena and request for documents to ASB and a notice
of subpoena and request for documents to SBI. As of the date of filing of this report, the
response date for such request for documents has not occurred.
7. Receiver has engaged the law firm Beard Kultgen Brophy Bostwick and Dickson, PLLC 1
to represent Receiver in connection with the receivership.
8. Receiver has on a preliminary basis evaluated and analyzed potential sale scenarios and
issues to consider in determining the method and approach to sell the SBI Stock and has
done other things related or ancillary to the receivership.
(c) a summary description of all funds and other property received by the Receiver
since the date of his previous report, including, for each such receipt, the source
and amount of the funds and other property received and the date of the receipt
Since the date of the Order, Receiver has not received any funds or other property from any
person or entity.
(d) a summary description of all expenses paid and/or incurred by the Receiver,
including his compensation, since the date of his previous report including, for
1Richard E. Brophy, Jr. is an attorney and a member of the law firm Beard Kultgen Brophy Bostwick & Dickson, PLLC.
In the above-referenced cause, Richard E. Brophy, Jr. is acting in the capacity of a receiver and is not acting in his capacity
as an attorney or member of the law firm Beard Kultgen Brophy Bostwick & Dickson, PLLC.
REPORT OF RECEIVER Page 2 of 5
Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc.
each such expense, the payee and a description of the services provided to the
Receiver
Below is a list of all expenses paid and/or incurred by Receiver, including compensation of
Receiver, since the date of the Order including, for each such expense, the payee and a description of
the services provided to Receiver:
1. Since the date of the Order through January 17, 2024, Receiver has incurred the following
attorneys’ fees and expenses from the law firm Beard Kultgen Brophy Bostwick &
Dickson, PLLC:
Professional Servies:
Timekeeper Hours Fees Billed
Sam Hays 26.50 $12,852.50
Matt Czimskey 19.00 9,215.00
Mark Firmin 3.50 1,610.00
Jake Dickson 0.75 288.75
Total 49.75 $23,966.25
Expenses:
Description Expenses Billed
Filing fee expense for oath of receiver $9.25
Photocopying expense 1.10
FedEx delivery expense 25.80
Total $36.15
A summary description of such attorneys’ fees from Beard Kultgen Brophy Bostwick &
Dickson, PLLC is as follows: attorneys Sam Hays, Matt Czimskey, Mark Firmin and/or
Jake Dickson have assisted Receiver on evaluating potential sale scenarios and issues to
consider in determining the method and approach to sell the SBI Stock; Mr. Hays, Mr.
Czimskey, Mr. Firmin and/or Mr. Dickson have participated in multiple communications
with the parties and/or their respective legal counsel related to the receivership, as well as
potential investment banking firms and individuals or entities related to the sale of the SBI
Stock; Mr. Hays, Mr. Czimskey, Mr. Firmin and/or Mr. Dickson have assisted Receiver in
requesting certain book and records of SBI and ASB from the parties and filing a notice
of subpoena and request for documents to SBI and ASB; Mr. Hays, Mr. Czimskey, Mr.
Firmin and/or Mr. Dickson have assisted Receiver on other matters related to the
receivership.
2. The compensation owed for the services of Receiver, in his capacity as receiver, since the
date of the Order through January 17, 2024 include the following fees:
Hours Fees Billed
70.50 $47,587.50
A summary description of such services of Receiver is as follows: Receiver has worked
on evaluating potential sale scenarios and issues to consider in determining the method
REPORT OF RECEIVER Page 3 of 5
Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc.
and approach to sell the SBI Stock; Receiver has had multiple communications with the
parties and/or their respective legal counsel related to the receivership, as well as potential
investment banking firms and individuals or entities related to the sale of the SBI Stock;
Receiver has requested certain book and records of SBI and ASB from the parties and has
filed a notice of subpoena and request for documents to SBI and ASB; Receiver has
worked on other matters related to the receivership.
Respectfully submitted,
BEARD KULTGEN BROPHY
BOSTWICK & DICKSON, PLLC
/s/ Mark E. Firmin___________
Mark E. Firmin
State Bar No. 24099614
Sam Hays
State Bar No. 24074380
220 South Fourth Street
Waco, Texas 76701
(254) 776-5500- Telephone
(254) 776-3591 – Fax
firmin@thetexasfirm.com
hays@thetexasfirm.com
ATTORNEYS FOR RECEIVER
REPORT OF RECEIVER Page 4 of 5
Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc.
CERTIFICATE OF SERVICE
I hereby certify that on January 18, 2024, a copy of the foregoing document was served on all
counsel of record in the above-styled and numbered cause, together with Steele Bancshares, Inc. as
set forth below, using the Court’s electronic filing system, email, fax, or any method permitted and in
accordance with Tex. R. Civ. P. 21a.
HUNTON ANDREWS KURTH, LLP
Josh McNulty
jmcnulty@HuntonAK.com
Peter Weinstock
pweinstock@HuntonAK.com
1445 Ross Avenue, Suite 3700
Dallas, Texas 75202
Attorneys for Steele Bancshares, Inc.
/s/ Mark E. Firmin_______
Mark E. Firmin
REPORT OF RECEIVER Page 5 of 5
Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc.
Automated Certificate of eService
This automated certificate of service was created by the efiling system.
The filer served this document via email generated by the efiling system
on the date and to the persons listed below. The rules governing
certificates of service have not changed. Filers must still provide a
certificate of service that complies with all applicable rules.
Melissa Perez on behalf of Sam Hays
Bar No. 24074380
perez@thetexasfirm.com
Envelope ID: 83558685
Filing Code Description: Miscellanous Event
Filing Description: REPORTER OF RECEIVER
Status as of 1/20/2024 8:08 AM CST
Case Contacts
Name BarNumber Email TimestampSubmitted Status
Richard EBrophy Jr. brophy@thetexasfirm.com 1/18/2024 4:50:19 PM SENT
Melissa Perez Perez@thetexasfirm.com 1/18/2024 4:50:19 PM SENT
Mazin Sbaiti mas@sbaitilaw.com 1/18/2024 4:50:19 PM SENT
Kim James krj@sbaitilaw.com 1/18/2024 4:50:19 PM SENT
Griffin S.Rubin gsr@sbaitilaw.com 1/18/2024 4:50:19 PM SENT
Mark Firmin firmin@thetexasfirm.com 1/18/2024 4:50:19 PM SENT
Austin Krist akrist@clevelandkrist.com 1/18/2024 4:50:19 PM SENT
Tim Cleveland tcleveland@clevelandkrist.com 1/18/2024 4:50:19 PM SENT
Melissa Pittmon mgp@sbaitilaw.com 1/18/2024 4:50:19 PM SENT
Sam Hays hays@thetexasfirm.com 1/18/2024 4:50:19 PM SENT
Zebbe Dee AnnHernandez zhernandez@bustoslawfirm.com 1/18/2024 4:50:19 PM SENT
Brooke Hoover hoover@thetexasfirm.com 1/18/2024 4:50:19 PM SENT
Associated Case Party: TEXAS CAPITAL BANK
Name BarNumber Email TimestampSubmitted Status
Jordan Leu jleu@velaw.com 1/18/2024 4:50:19 PM SENT
Matthew W.Moran mmoran@velaw.com 1/18/2024 4:50:19 PM SENT
Manuel GBerrelez mberrelez@velaw.com 1/18/2024 4:50:19 PM SENT
Dana Tucker dtucker@velaw.com 1/18/2024 4:50:19 PM SENT
Patricia Griffin pgriffin@velaw.com 1/18/2024 4:50:19 PM SENT
Vicki Martin vmartin@velaw.com 1/18/2024 4:50:19 PM SENT
Josh Jilovec jjilovec@velaw.com 1/18/2024 4:50:19 PM SENT
Automated Certificate of eService
This automated certificate of service was created by the efiling system.
The filer served this document via email generated by the efiling system
on the date and to the persons listed below. The rules governing
certificates of service have not changed. Filers must still provide a
certificate of service that complies with all applicable rules.
Melissa Perez on behalf of Sam Hays
Bar No. 24074380
perez@thetexasfirm.com
Envelope ID: 83558685
Filing Code Description: Miscellanous Event
Filing Description: REPORTER OF RECEIVER
Status as of 1/20/2024 8:08 AM CST
Associated Case Party: TEXAS CAPITAL BANK
Josh Jilovec jjilovec@velaw.com 1/18/2024 4:50:19 PM SENT
Megan Cloud mcloud@velaw.com 1/18/2024 4:50:19 PM SENT
Associated Case Party: BRANDONT.STEELE
Name BarNumber Email TimestampSubmitted Status
Andrew B.Ryan andy@ryanlawpartners.com 1/18/2024 4:50:19 PM SENT
Associated Case Party: BrandonT.Steele
Name BarNumber Email TimestampSubmitted Status
Andrew B.Ryan andy@ryanlawpartners.com 1/18/2024 4:50:19 PM SENT
Preview
FILED 1/18/2024 4:50 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Martin Reyes DEPUTY CAUSE NO. DC-23-15752 TEXAS CAPITAL BANK, § IN THE DISTRICT COURT OF § Plaintiff, § § v. § DALLAS COUNTY, TEXAS § BRANDON T. STEELE AND, § BTS ENTERPRISES, INC § Defendants. § 191ST JUDICIAL DISTRICT REPORT OF RECEIVER – JANUARY 18, 2024 TO THE HONORABLE JUDGE OF SAID COURT: NOW COMES, Richard E. Brophy, Jr., as receiver (“Receiver”), and files this report pursuant to the Agreed Order Appointing Receiver (the “Order”) signed by the Court on December 20, 2023 in the above-reference cause, and would respectfully show the Court as follows: (a) an inventory of the Receivership Estate As of the date of filing of this report, the receivership estate is comprised of the common stock (the “SBI Stock”) issued by Steele Bancshares, Inc. ("SBI") to Brandon Steele and includes no other property. (b) a summary description of all things done by Receiver or his agents in his efforts to sell the SBI Stock since the date of his previous report Pursuant to the Order, this report is the first report required to be filed by Receiver. Since the date of the Order, Receiver or his agents have done the following things in efforts to sell the SBI Stock: 1. Receiver has communicated with five investment banking firms to inquire whether the investment banking firms would have interest in assisting in efforts to sell the SBI Stock. Two of the investment banking firms have declined involvement at this time. Receiver has obtained or is in the process of obtaining proposals from the other three investment banking firms regarding each of the firm’s potential involvement in the sale of the SBI Stock. Receiver has not yet engaged an investment banking firm as of the date of filing of this report. REPORT OF RECEIVER Page 1 of 5 Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc. 2. Receiver has received emails and telephone calls from multiple individuals or entities inquiring with respect to the sale of the SBI Stock or some other business transaction related to the acquisition of the Notes and/or American State Bank (“ASB”). 3. Receiver has had multiple telephone conversations with legal counsel for Texas Capital Bank regarding matters related to the receivership. Separately, receiver has had multiple telephone conversations with Brandon Steele regarding matters related to the receivership. Receiver has also had separate telephone conversations with legal counsel for SBI and ASB regarding matters related to the receivership. 4. Pursuant to the Order, Receiver sent legal counsel for Texas Capital Bank a request for potential purchasers of the SBI Stock who have been designated by Texas Capital Bank and a request for certain books and records of SBI and ASB. Texas Capital Bank has since designated three (3) potential purchasers. Receiver received a response to the request for books and records on January 18, 2024. 5. Pursuant to the Order, Receiver has also sent legal counsel for Brandon Steele and BTS Enterprises, Inc. (“BTSE”) a similar request for potential purchasers of the SBI Stock who have been designated by Brandon Steele or BTSE and a request for certain books and records of SBI and ASB. Receiver has not yet received a response from Brandon Steele or BTSE with respect to the request and has not yet received the requested books and records. 6. Receiver has filed a notice of subpoena and request for documents to ASB and a notice of subpoena and request for documents to SBI. As of the date of filing of this report, the response date for such request for documents has not occurred. 7. Receiver has engaged the law firm Beard Kultgen Brophy Bostwick and Dickson, PLLC 1 to represent Receiver in connection with the receivership. 8. Receiver has on a preliminary basis evaluated and analyzed potential sale scenarios and issues to consider in determining the method and approach to sell the SBI Stock and has done other things related or ancillary to the receivership. (c) a summary description of all funds and other property received by the Receiver since the date of his previous report, including, for each such receipt, the source and amount of the funds and other property received and the date of the receipt Since the date of the Order, Receiver has not received any funds or other property from any person or entity. (d) a summary description of all expenses paid and/or incurred by the Receiver, including his compensation, since the date of his previous report including, for 1Richard E. Brophy, Jr. is an attorney and a member of the law firm Beard Kultgen Brophy Bostwick & Dickson, PLLC. In the above-referenced cause, Richard E. Brophy, Jr. is acting in the capacity of a receiver and is not acting in his capacity as an attorney or member of the law firm Beard Kultgen Brophy Bostwick & Dickson, PLLC. REPORT OF RECEIVER Page 2 of 5 Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc. each such expense, the payee and a description of the services provided to the Receiver Below is a list of all expenses paid and/or incurred by Receiver, including compensation of Receiver, since the date of the Order including, for each such expense, the payee and a description of the services provided to Receiver: 1. Since the date of the Order through January 17, 2024, Receiver has incurred the following attorneys’ fees and expenses from the law firm Beard Kultgen Brophy Bostwick & Dickson, PLLC: Professional Servies: Timekeeper Hours Fees Billed Sam Hays 26.50 $12,852.50 Matt Czimskey 19.00 9,215.00 Mark Firmin 3.50 1,610.00 Jake Dickson 0.75 288.75 Total 49.75 $23,966.25 Expenses: Description Expenses Billed Filing fee expense for oath of receiver $9.25 Photocopying expense 1.10 FedEx delivery expense 25.80 Total $36.15 A summary description of such attorneys’ fees from Beard Kultgen Brophy Bostwick & Dickson, PLLC is as follows: attorneys Sam Hays, Matt Czimskey, Mark Firmin and/or Jake Dickson have assisted Receiver on evaluating potential sale scenarios and issues to consider in determining the method and approach to sell the SBI Stock; Mr. Hays, Mr. Czimskey, Mr. Firmin and/or Mr. Dickson have participated in multiple communications with the parties and/or their respective legal counsel related to the receivership, as well as potential investment banking firms and individuals or entities related to the sale of the SBI Stock; Mr. Hays, Mr. Czimskey, Mr. Firmin and/or Mr. Dickson have assisted Receiver in requesting certain book and records of SBI and ASB from the parties and filing a notice of subpoena and request for documents to SBI and ASB; Mr. Hays, Mr. Czimskey, Mr. Firmin and/or Mr. Dickson have assisted Receiver on other matters related to the receivership. 2. The compensation owed for the services of Receiver, in his capacity as receiver, since the date of the Order through January 17, 2024 include the following fees: Hours Fees Billed 70.50 $47,587.50 A summary description of such services of Receiver is as follows: Receiver has worked on evaluating potential sale scenarios and issues to consider in determining the method REPORT OF RECEIVER Page 3 of 5 Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc. and approach to sell the SBI Stock; Receiver has had multiple communications with the parties and/or their respective legal counsel related to the receivership, as well as potential investment banking firms and individuals or entities related to the sale of the SBI Stock; Receiver has requested certain book and records of SBI and ASB from the parties and has filed a notice of subpoena and request for documents to SBI and ASB; Receiver has worked on other matters related to the receivership. Respectfully submitted, BEARD KULTGEN BROPHY BOSTWICK & DICKSON, PLLC /s/ Mark E. Firmin___________ Mark E. Firmin State Bar No. 24099614 Sam Hays State Bar No. 24074380 220 South Fourth Street Waco, Texas 76701 (254) 776-5500- Telephone (254) 776-3591 – Fax firmin@thetexasfirm.com hays@thetexasfirm.com ATTORNEYS FOR RECEIVER REPORT OF RECEIVER Page 4 of 5 Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc. CERTIFICATE OF SERVICE I hereby certify that on January 18, 2024, a copy of the foregoing document was served on all counsel of record in the above-styled and numbered cause, together with Steele Bancshares, Inc. as set forth below, using the Court’s electronic filing system, email, fax, or any method permitted and in accordance with Tex. R. Civ. P. 21a. HUNTON ANDREWS KURTH, LLP Josh McNulty jmcnulty@HuntonAK.com Peter Weinstock pweinstock@HuntonAK.com 1445 Ross Avenue, Suite 3700 Dallas, Texas 75202 Attorneys for Steele Bancshares, Inc. /s/ Mark E. Firmin_______ Mark E. Firmin REPORT OF RECEIVER Page 5 of 5 Texas Capital Bank v. Brandon T. Steele and BTS Enterprises, Inc. Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules. Melissa Perez on behalf of Sam Hays Bar No. 24074380 perez@thetexasfirm.com Envelope ID: 83558685 Filing Code Description: Miscellanous Event Filing Description: REPORTER OF RECEIVER Status as of 1/20/2024 8:08 AM CST Case Contacts Name BarNumber Email TimestampSubmitted Status Richard EBrophy Jr. brophy@thetexasfirm.com 1/18/2024 4:50:19 PM SENT Melissa Perez Perez@thetexasfirm.com 1/18/2024 4:50:19 PM SENT Mazin Sbaiti mas@sbaitilaw.com 1/18/2024 4:50:19 PM SENT Kim James krj@sbaitilaw.com 1/18/2024 4:50:19 PM SENT Griffin S.Rubin gsr@sbaitilaw.com 1/18/2024 4:50:19 PM SENT Mark Firmin firmin@thetexasfirm.com 1/18/2024 4:50:19 PM SENT Austin Krist akrist@clevelandkrist.com 1/18/2024 4:50:19 PM SENT Tim Cleveland tcleveland@clevelandkrist.com 1/18/2024 4:50:19 PM SENT Melissa Pittmon mgp@sbaitilaw.com 1/18/2024 4:50:19 PM SENT Sam Hays hays@thetexasfirm.com 1/18/2024 4:50:19 PM SENT Zebbe Dee AnnHernandez zhernandez@bustoslawfirm.com 1/18/2024 4:50:19 PM SENT Brooke Hoover hoover@thetexasfirm.com 1/18/2024 4:50:19 PM SENT Associated Case Party: TEXAS CAPITAL BANK Name BarNumber Email TimestampSubmitted Status Jordan Leu jleu@velaw.com 1/18/2024 4:50:19 PM SENT Matthew W.Moran mmoran@velaw.com 1/18/2024 4:50:19 PM SENT Manuel GBerrelez mberrelez@velaw.com 1/18/2024 4:50:19 PM SENT Dana Tucker dtucker@velaw.com 1/18/2024 4:50:19 PM SENT Patricia Griffin pgriffin@velaw.com 1/18/2024 4:50:19 PM SENT Vicki Martin vmartin@velaw.com 1/18/2024 4:50:19 PM SENT Josh Jilovec jjilovec@velaw.com 1/18/2024 4:50:19 PM SENT Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules. Melissa Perez on behalf of Sam Hays Bar No. 24074380 perez@thetexasfirm.com Envelope ID: 83558685 Filing Code Description: Miscellanous Event Filing Description: REPORTER OF RECEIVER Status as of 1/20/2024 8:08 AM CST Associated Case Party: TEXAS CAPITAL BANK Josh Jilovec jjilovec@velaw.com 1/18/2024 4:50:19 PM SENT Megan Cloud mcloud@velaw.com 1/18/2024 4:50:19 PM SENT Associated Case Party: BRANDONT.STEELE Name BarNumber Email TimestampSubmitted Status Andrew B.Ryan andy@ryanlawpartners.com 1/18/2024 4:50:19 PM SENT Associated Case Party: BrandonT.Steele Name BarNumber Email TimestampSubmitted Status Andrew B.Ryan andy@ryanlawpartners.com 1/18/2024 4:50:19 PM SENT