Free Motion for Summary Judgment - District Court of Arizona - Arizona

1 Don P. Martin (AZ Bar N0. 004232)
dmarting%guarles.com
2 Edward . Salanga (AZ Bar No. 020654)
esalanga§;aiQ,guarles.com
3 QUARL S & BRADY LLP
One Renaissance Square
4 Two North Central Avenue
Phoenix, Arizona 85004-2391
5 (602) 229-5200
6 Kevin A. Russell (admitted pro hac vice)
David S. Foster (admitted pro hac vice)
7 Michael J. Faris (admitted pro hac vice)
Nicholas B. Gorga (admitted gra hac vice)
8 LATHAM & WATKINS LL
Sears Tower, Suite 5800
9 Chicago, Illinois 60606
10 (312) 876-7700
Attorneys for Dekndants GT CR
I 1 Golder Rauner, LLC, GT CR Fund
VL LP, GT CR VI Executive F und
12 LP, GT CR Associates VL Joseph
P. Nolan, Bruce V Rauner, Daniel
13 Yih, David A. Donnini and Philip A.
Canfield
14
15 UNITED STATES DISTRICT COURT
16 FOR THE DISTRICT OF ARIZONA
l7 Diane Mann, as Trustee for the Estate of Case No.: CIV—02-2099-PHX-RCB
18 LeapSource, Inc., et al.,
Plaintiffs, DECLARATION OF NICHOLAS B.
19 GORGA
vs.
20
GTCR Golder Rauner, L.L.C., a (Assigned to the I-Ionorable Robert C.
21 Igelaware limited liability company, et Broomfield)
22 a .,
23 Defendants.
The undersigned, Nicholas B. Gorga, hereby declares under penalty of
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perjury as follows:
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1. I am an attorney representing various defendants in the above-
.... . 26... ..... ... ....... . ..... I ...... .... . 4 t e A- A- A
captioned action affiliated with defendant GTCR Golder Rauner, LLC; I am competent to
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1 testify, over the age of 18 years, and have personal knowledge of the matters set forth
2 herein.]
3 2. The document attached as Exhibit 1 hereto is a true and correct copy
4 of the Asset Purchase Agreement between LeapSource, Inc. and ICG Consulting, Inc.
5 dated January 1, 2000, previously identified as Deposition Exhibit 355 in this matter.
6 3. The document attached as Exhibit 2 hereto is a true and correct copy
7 of the $2,500,000 promissory note to ICG Consulting, Inc. dated January 1, 2000,
8 previously identified as Deposition Exhibit 359 in this matter.
9 4. The document attached as Exhibit 3 hereto is a true and correct copy
10 of excerpts of the January 2000 LeapPak, previously identified as Deposition Exhibit 452
11 in this matter.
12 5. The document attached as Exhibit 4 hereto is a true and correct copy
13 of excerpts of the board book for the LeapSource Board Meeting dated April 24, 2000,
14 previously identified as Deposition Exhibit 560 in this matter.
15 6. The document attached as Exhibit 5 hereto is a true and correct copy
16 of excerpts of the November 2000 LeapPak, previously identified as Deposition Exhibit
17 90 in this matter.
18 7. The document attached as Exhibit 6 hereto is a true and correct copy
19 of a February 7, 2001 email from Mike Makings to Sean Cunningham, Joe Nolan and
20 Dan Yih, attaching an ICG budget and other documents, previously identified as
21 Deposition Exhibit 190.
22 8. The document attached as Exhibit 7 hereto is a true and correct copy
23 of a February 19, 2001 email from Sean Cunningham to Daniel Yih, attaching February
24 15, 2001 Estimates, previously identified as Deposition Exhibit 193 in this matter.
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26 l For u 5 oses of this Declaration, ‘i‘GTCR” will be used to refer to one or more of
27 defendant GTICR Golder Rauner, LLC and the various related individuals and investment
funds named as defendants in this case.
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1 9. The document attached as Exhibit 8 hereto is a true and correct copy
2 of LeapSource Board Meeting Minutes dated February 20, 2001, previously identified as
3 Deposition Exhibit 200 in this matter.
4 10. The document attached as Exhibit 9 hereto is a true and correct copy
5 of a spreadsheet with the file name "ICG 2001 Monthly Budget 02-25-01.xls," produced
6 in this matter under bates numbers GTCR 8216 to 8218.
7 11. The document attached as Exhibit 10 hereto is a true and correct
8 copy of two February 25, 2001 faxes from Sean Cunningham to Dan Yih, previously
9 identified as Deposition Exhibit 199.
10 12. The document attached as Exhibit 11 hereto is a true and correct
11 copy of the LeapSource Board ·Meeting Minutes dated February 27, 2001, previously
12 identified as Deposition Exhibit 7 in this matter.
13 13. The document attached as Exhibit 12 hereto is a true and correct
14 copy of a letter dated February 27, 2001 from Philip Canfield to Christine Kirk,
15 previously identified as Deposition Exhibit 93 in this matter.
16 14. The document attached as Exhibit 13 hereto is a true and correct
17 copy of an AEG Presentation entitled LeapSource, Inc. Restructuring Alternative
18 Analysis dated March 3, 2001, previously identified as Deposition Exhibit 122 in this
19 matter.
20 15. The document attached as Exhibit 14 hereto is a true and correct
21 copy of a letter dated March 19, 2001 from David Donnini to Michael Makings,
22 previously identified as Deposition Exhibit 288 in this matter.
23 16. The document attached as Exhibit 15 hereto is a true and correct
24 copy of the LeapSource Board Meeting Minutes dated March 20, 2001, previously
25 identified as Deposition Exhibit 206 in this matter.
26 17. The document eltoohedas Exhibit 16 hereto is a true and correct
27 copy of an Asset Purchase Agreement between LeapSource, Inc. and ICG Group, Inc.,
28 dated March 23, 2001, previously identified as Deposition Exhibit 372 in this matter.
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1 18. The document attached as Exhibit 17 hereto is a true and correct
2 copy of the LeapSource Board Meeting Minutes dated March 30, 2001, previously
3 identified as Deposition Exhibit 150 in this matter.
4 19. The document attached as Exhibit 18 hereto is a true and correct
5 copy of an excerpt of a Notice of Action to the Minority Shareholders of LeapSource,
6 Inc., including the portion attaching a March 31, 2001 Written Consent in Lieu of a
7 Special Meeting of a Majority of the Stockholders of LeapSource, Inc., previously
8 identified as Deposition Exhibit 562 in this matter.
9 20. The document attached as Exhibit 19 hereto is a true and correct
10 copy of excerpts ofthe deposition of Sean Cunningham taken in this matter.
11 21. The document attached as Exhibit 20 hereto is a true and correct
12 copy of` excerpts of the deposition of Joseph Nolan taken in this matter.
13 22. The document attached as Exhibit 21 hereto is a true and correct
14 copy of excerpts ofthe deposition of Collin Roche taken in this matter.
15 23. The document attached as Exhibit 22 hereto is a true and correct
16 copy of` excerpts of the deposition of Daniel Yih taken in this matter.
17 24. The document attached as Exhibit 23 hereto is a true and correct
18 copy of excerpts of the deposition of David Eaton taken in this matter.
19 25. The document attached as Exhibit 24 hereto is a true and correct
20 copy of excerpts of the deposition of Michael Makings taken in this matter.
21 I declare under penalty of perjury, as provided in 28 U.S.C. § 1746, that the
22 foregoing is true and correct. Executed on June 6, 2007.
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