EFiled: Jan 23 2025 02:S0PMERT
`Transaction ID 75501150|j-;\4)"))*)
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`Case No. 2024-0126-VLM {esWeiiSOFpetue
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`EXHIBIT
`EXHIBIT 1
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`EFiled: Jan 23 2025 02:30PM EST
`Transaction ID 75501150
`Case No. 2024-0126-VLM
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`

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`IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
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`SOROC TECHNOLOGY HOLDINGS, LLC,
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`C.A. No. 2024-0126-VLM
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`Plaintiff,
`
`v.
`
`MAINONE TECHNOLOGY SOLUTIONS,
`LLC, SRCONE, LLC, OAK LANE
`PARTNERS, LLC, and BHAVIN SHAH,
`
` Defendants.
`
`MAINONE TECHNOLOGY SOLUTIONS,
`LLC and SRCONE, LLC,
`
`Counterclaim and Third-Party
`Plaintiffs,
`
`v.
`
`SOROC TECHNOLOGY HOLDINGS, LLC,
`
` Counterclaim Defendant,
`
`v.
`
`CENTERGATE CAPITAL, L.P., SOROC
`ACQUISITION PARENT L.P., SOROC
`PARENT GUARANTOR INC., SOROC
`ACQUISITION PARENT GP LLC,
`CENTERGATE SOROC LLC, SOROC
`TECHNOLOGY HOLDINGS, INC.,
`TIMOTHY LIU, and WHITE OAK GLOBAL
`ADVISORS, LLC,
`
` Third-Party Counterclaim Defendants.
`
`
`
`
`
`

`

`DEFENDANTS’ ANSWER AND AFFIRMATIVE
`DEFENSES TO VERIFIED COMPLAINT
`
`Defendants MainOne Technology Solutions, LLC (“MainOne”), SrcOne,
`
`LLC (“SrcOne”), Oak Lane Partners, LLC (“OLP”), and Bhavin Shah (together,
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`“Defendants”), in response to the Verified Complaint filed by Plaintiff Soroc
`
`Technology Holdings, LLC (“Soroc”), hereby submit this Answer and Affirmative
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`Defenses to Verified Complaint (the “Answer”) as follows using numbered
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`paragraphs that correspond to the number paragraphs of the Verified Complaint.
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`Defendants deny every allegation in the Verified Complaint except as
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`hereinafter specifically admitted, qualified, or otherwise explained. The Verified
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`Complaint contains section titles and other organizational headings to which no
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`response is required. To the extent any such section titles or other organizational
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`headings in the Verified Complaint are construed to contain substantive allegations
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`to which a response is required, they are hereby denied. To the extent the Prayer for
`
`Relief in the Verified Complaint is construed to contain substantive allegations to
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`which a response is required, they are hereby denied, and Defendants deny that Soroc
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`is entitled to any relief. To the extent Defendants use terms defined in the Verified
`
`Complaint in this Answer, such use is not an acknowledgment or admission of any
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`characterization Defendants seeks to associate with any such defined term.
`
`2
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`

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`Any admissions made in this Answer are made as of the date of the filing of
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`the Verified Complaint unless otherwise stated. Defendants reserve the right to
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`amend and/or supplement this Answer.
`
`1.
`This case is about a brazen accounting fraud, perpetrated by Bhavin
`Shah and a handful of senior finance and accounting managers who reported to him.
`Relying on fake invoices for fake customers, they falsely inflated the revenues and
`EBITDA of DecisionOne Corporation (“DecisionOne”), a portfolio company Shah
`owned via his private equity firm, OLP. They sold DecisionOne to the plaintiff,
`Soroc, for $115 million, on the basis of these fraudulent financial representations
`even though Shah and his team knew these numbers were false and misleading. They
`did so in order for Shah to obtain a massive payout of $90 million for himself, selling
`a company that they claimed was generating $14 million in profits a year when, in
`reality, they it could barely afford to pay its electricity bill. Because Soroc never
`would have purchased DecisionOne had it known the truth, it seeks rescissory
`damages to hold Defendants accountable for their fraudulent conduct and to properly
`restore Soroc to its position before the fraud occurred.
`
`RESPONSE TO NO. 1: Defendants deny the allegations in
`
`Paragraph 1, except admit that Soroc purchased DecisionOne based on an enterprise
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`value of $115 million.
`
`2.
`In January 2022, following several months of diligence, Soroc bought
`DecisionOne, a full-service information technology support company, from
`MainOne and its affiliate SrcOne LLC, portfolio companies owned and managed by
`Shah and his investment firm, OLP. The sale was executed pursuant to a Securities
`Purchase Agreement (“SPA”). Under the SPA, MainOne represented that
`DecisionOne’s financial statements from fiscal years 2019 through 2021 and the six-
`month period thereafter were accurate, complete, and compliant with U.S. Generally
`Accepted Accounting Principles (“GAAP”).
`
`RESPONSE TO NO. 2: Defendants deny the allegations in Paragraph 2,
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`except admit that Soroc purchased DecisionOne in January 2022 and that the terms
`
`of the transaction are set forth in, among other documents, a Securities Purchase
`
`3
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`

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`Agreement. Defendants respectfully refer the Court to the SPA, which speaks for
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`itself, and deny all allegations or characterizations inconsistent therewith.
`
`3.
`These financials told a story of a fiscally healthy, profitable enterprise,
`representing that DecisionOne had seen roughly $14 million in EBITDA for the
`twelve-month period ending in September 2021. DecisionOne’s consistently strong
`financial results supported a valuation of $115 million, based on an approximately
`8x multiple.
`
`RESPONSE TO NO. 3: Defendants deny the allegations in Paragraph 3
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`except admit that MainOne sold Plaintiff a fiscally healthy, profitable company with
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`approximately $14 million in EBITDA for the twelve-month period ending in
`
`September 2021.
`
`4.
`But the rosy financial picture that Shah painted, through MainOne and
`OLP, proved to be a house of cards that collapsed immediately following the close
`of the transaction. Far from being a stable business, DecisionOne began reporting
`negative EBITDA within a month of changing ownership.
`
`RESPONSE TO NO. 4: Defendants deny the allegations in Paragraph 4.
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`Defendants lack information sufficient to form a belief as to the veracity of the
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`allegations concerning DecisionOne’s performance following its sale to Soroc and
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`accordingly deny same, and further deny all allegations of wrongdoing.
`
`5.
`The truth was that Defendants had knowingly, improperly, and
`fraudulently inflated DecisionOne’s revenue in the months preceding the
`transaction, in service of improving DecisionOne’s prospects as a potential
`acquisition target.
`
`RESPONSE TO NO. 5: Defendants deny the allegations in Paragraph 5.
`
`6.
`The principal architect of this scheme, Bhavin Shah, is the founder and
`Managing Partner of Oak Lane Partners, a Florida-based private equity firm. Upon
`
`4
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`

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`information and belief, most of the capital that OLP manages is Shah’s own personal
`investment capital. Shah, together with OLP employees Michael Horne, Thomas
`Darling, Margaret Hughes, and Abel Gonsalves, even went as far as to manufacture
`fictitious invoices for fake “customers” to falsely inflate the revenues and EBITDA
`of DecisionOne. In reality, DecisionOne never performed the work that these
`customers were supposedly charged for, nor did the customers ever actually pay for
`that supposed work.
`
`RESPONSE TO NO. 6: Defendants deny the allegations in Paragraph 6,
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`except admit that Shah is the founder and Managing Partner of Oak Lane Partners,
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`which is based in Florida.
`
`7.
`To perpetrate this fraud, Defendants used a network of portfolio
`companies that Shah and OLP owned and controlled. Atop Shah’s pyramid sat OLP,
`which owned MainOne. MainOne in turn controlled DecisionOne and another
`subsidiary, MainTech Inc. (“MainTech”). Beyond the entities within the MainOne
`family, OLP also owned a fleet of other companies, including StorageTech Holdings
`Inc. (“StorageTech”), which Defendants also used to perpetrate the fraud.
`
`RESPONSE TO NO. 7: Defendants deny the allegations in Paragraph 7,
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`except admit that MainOne controlled DecisionOne prior to its sale to Soroc.
`
`8.
`Shah and OLP controlled the financial reporting process for these
`portfolio companies. OLP housed an all-purpose finance and accounting team—
`which performed the financial reporting function for all of OLP’s portfolio
`companies, including DecisionOne. That finance team treated these portfolio
`companies with porous boundaries: DecisionOne’s financials consisted of irregular,
`circuitous and unexplained monetary transfers among the various OLP-owned
`entities. Indeed, OLP personnel routinely directed wire transfers of funds among the
`OLP entities.
`
`RESPONSE TO NO. 8: Defendants deny the allegations in Paragraph 8.
`
`9.
`In the case of DecisionOne, they used this comingled financial
`reporting network to perpetrate a massive financial fraud. In the years preceding the
`sale, Defendants fabricated invoices and recorded millions of dollars in false
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`5
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`“revenue.” These fake revenues stemmed from DecisionOne’s alleged licensing of
`a product called “AMAAST” or “Asset Management as a Service and Technology”
`to various putative customers.
`
`RESPONSE TO NO. 9: Defendants deny the allegations in Paragraph 9.
`
`10. But AMAAST never was a source of revenue for DecisionOne. No one
`at DecisionOne—including those that have been at the company for decades—
`recalls DecisionOne ever selling or licensing AMAAST to any customer. And
`outside of mysterious journal entries and invoices that no one can explain, there is
`no record of any actual work being done for these customers. Indeed, DecisionOne
`is principally a service business, rather than one that licenses technology products
`like AMAAST to customers.
`
`RESPONSE TO NO. 10: Defendants deny the allegations in Paragraph 10.
`
`11.
`And even if DecisionOne were somehow secretly providing a service
`that none of its employees ever knew about, it still could not have earned revenue
`for AMAAST, because it had no right to license or sell AMAAST in the first place.
`That right, in fact, belonged to another entity—Industrialytics—according to the
`terms of an agreement with DecisionOne. Under that agreement, Industrialytics
`granted DecisionOne a license to use AMAAST to manage DecisionOne’s own
`assets. That agreement prohibited DecisionOne from licensing AMAAST to anyone
`else.
`
`
`RESPONSE TO NO. 11: Defendants deny the allegations in Paragraph 11,
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`respectfully refer the Court to the AMAAST Software License Agreement, which
`
`speaks for itself, and deny all allegations or characterizations inconsistent therewith.
`
`12.
`If that were not enough, the paper trail for DecisionOne’s AMAAST
`transactions demonstrates the hallmarks of fraud. Some of DecisionOne’s supposed
`customers for AMAAST are, in fact, shadowy entities with no historical business
`relationship to DecisionOne. In many cases, these entities are owned by OLP itself.
`The supposed customers did not pay the invoices themselves; instead, a single OLP-
`owned entity, StorageTech, paid all of the invoices for a wide array of customers.
`Oddly, StorageTech made these payments before DecisionOne even invoiced the
`alleged “customers” for the “services” it rendered, and in some cases, those
`payments quickly cycled out of the company within days of being received.
`
`6
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`

`

`
`RESPONSE TO NO. 12: Defendants deny the allegations in Paragraph 12.
`
`13.
`In some cases, DecisionOne’s system was not even used to generate the
`invoices, which do not match its normal template. Instead, Shah and his finance
`team from OLP provided the invoices to DecisionOne’s revenue management team,
`with express instructions not to send the invoices out to the customers at all. The
`sole purpose of the invoices was to serve as the fake documentary evidence needed
`to deceive lower level DecisionOne staff into recording revenue into DecisionOne’s
`general ledger, without raising suspicions.
`
`RESPONSE TO NO. 13: Defendants deny the allegations in Paragraph 13.
`
`14.
`The impact of these fraudulent invoices on DecisionOne’s value was
`devastating. Soroc valued DecisionOne based on an 8x multiple, which it applied
`to DecisionOne’s represented trailing twelve month (“TTM”) EBITDA of $14.3
`million for October 2020
`through September 2021. This alone inflated
`DecisionOne’s enterprise value by 29.8%, from $88.6M to $115M.
`
`RESPONSE TO NO. 14: Defendants deny the allegations in Paragraph 14,
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`except admit that Soroc valued DecisionOne based on an 8x multiple applied to
`
`DecisionOne’s trailing twelve-month EBITDA.
`
`15. AMAAST is not the only means by which Defendants inflated
`DecisionOne’s EBITDA. Defendants also improperly directed DecisionOne to
`capitalize all IT labor costs, artificially inflating DecisionOne’s earnings by reducing
`the costs it recorded. The overall effect of this improper capitalization during the
`trailing twelve month period inflated the enterprise value by another $11,352,000.
`
`RESPONSE TO NO. 15: Defendants deny the allegations in Paragraph 15.
`
`16.
`DecisionOne’s overall erratic financial performance was far different
`from what Defendants represented to Soroc in diligence and in the SPA. While
`Defendants advertised a stable business that had yielded consistent cash flows
`throughout COVID, in fact, the Company’s financial results had been inflated for
`years by booking fraudulent revenue. Indeed, the Company had struggled for years
`to even pay its bills—frequently choosing which of its invoices to pay as it faced
`cash flow shortfalls.
`
`7
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`

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`RESPONSE TO NO. 16: Defendants deny the allegations in Paragraph 16.
`
`17.
`DecisionOne’s actual financial condition tells a wildly different story
`from what Defendants represented to Soroc—slashing the Company’s value and
`significantly changing the picture of its cash flows. Had the Defendants been honest
`about the true state of DecisionOne’s financials, Soroc would not have valued
`DecisionOne at $115 million, would not have used an 8x EBITDA multiple, and
`would never have bought DecisionOne at all.
`
`RESPONSE TO NO. 17: Defendants deny the allegations in Paragraph 17.
`
`18.
`Indeed, those corrected financials would have foretold DecisionOne’s
`dismal financial fate. In the aftermath of the transaction, DecisionOne recorded
`negative EBITDA within a month of being acquired. Because Soroc financed
`DecisionOne’s acquisition with debt, DecisionOne was likely insolvent at the time
`of its acquisition, due to the Defendants’ fraud, which lead to its restructuring.
`
`RESPONSE TO NO. 18: Defendants deny the allegations in Paragraph 18,
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`except admit that CenterGate’s and Soroc’s decision to overleverage DecisionOne
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`likely rendered DecisionOne insolvent immediately upon closing. Defendants lack
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`information sufficient to form a belief as to the veracity of the allegations concerning
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`DecisionOne’s performance following its sale to Soroc and accordingly deny same,
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`and further deny all allegations of wrongdoing.
`
`19.
`Accordingly, Plaintiff brings this action for fraud, fraudulent
`inducement, aiding and abetting fraud, civil conspiracy, and unjust enrichment.
`Plaintiff’s claims are based on Defendants’ materially false and misleading
`statements, omissions, representations and warranties that Plaintiffs relied upon
`when they acquired DecisionOne Corporation for more than $115 million from
`MainOne and OLP, pursuant to a Securities Purchase Agreement, dated as of
`January 18, 2022.
`
`
`8
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`RESPONSE TO NO. 19: Defendants admit that Soroc purchased
`
`DecisionOne based on an enterprise value of $115 million and that the terms of the
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`transaction are set forth in, among other documents, a Securities Purchase
`
`Agreement. The remainder of Paragraph 19 purports to characterize the nature of
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`this action and states legal conclusions to which no response is required. To the
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`extent a response is required, Defendants deny the allegations in Paragraph 19.
`
`20.
`Plaintiff Soroc Technology Holdings, LLC is a Delaware limited
`liability company headquartered in Woodbridge, Canada. At all times relevant to
`this complaint, Soroc was owned by CenterGate Capital, a private equity firm based
`in Texas. Soroc provides “cradle-to-grave” IT infrastructure services including
`strategy, procurement, deployment, and support for clients in financial services,
`technology, and retail sectors throughout North America.
`
`RESPONSE TO NO. 20: Defendants admit that, to their knowledge, Soroc
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`is a Delaware limited liability company headquartered in Woodbridge, Canada and
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`that Soroc is owned by CenterGate Capital, a private equity firm based in Texas.
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`Defendants lack information sufficient to form a belief as to the veracity of the
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`remainder of the allegations in Paragraph 20.
`
`21.
`Defendant MainOne Technology Solutions, LLC is a Delaware limited
`liability company formed on December 2, 2020 and headquartered in Wayne,
`Pennsylvania. Prior to the challenged transaction, MainOne was the parent company
`of DecisionOne Corporation and another IT service company, MainTech, Inc.
`DecisionOne Corporation, in turn, was comprised of both DecisionOne and
`UrbanCrest. UrbanCrest was carved out of the sale of DecisionOne Corporation to
`Soroc; MainOne and OLP own and operate UrbanCrest.
`
`RESPONSE TO NO. 21: Defendants deny the allegations in Paragraph 21,
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`except admit that MainOne is limited liability company formed under the laws of
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`the State of Delaware and that prior to Soroc’s purchase of DecisionOne, MainOne
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`was the parent company of DecisionOne.
`
`22.
`Defendant Oak Lane Partners, LLC (“OLP”) is a Delaware limited
`liability company that is headquartered in Florida. OLP is a private equity
`investment firm founded and led by Defendant Bhavin Shah. Prior to Soroc’s
`acquisition of DecisionOne, OLP counted among its portfolio companies
`DecisionOne Corporation, MainTech, and their parent company MainOne
`Technology Solutions, as well as non-party StorageTech, and non-party
`ThomasTech.
`
`RESPONSE TO NO. 22: Defendants deny the allegations in Paragraph 22,
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`except admit that OLP is a limited liability formed under the laws of the State of
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`Delaware; that OLP was founded and is controlled by Shah, who resides in Florida;
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`and that OLP has certain portfolio companies.
`
`23.
`Defendant SrcOne is a Delaware limited liability company and special
`purpose vehicle created in connection with the contemplated sale of DecisionOne.
`SrcOne is an affiliate of MainOne. SrcOne has no assets, employees, customers,
`suppliers, or operations.
`
`RESPONSE TO NO. 23: Defendants admit that SrcOne is a limited liability
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`company formed under the laws of the State of Delaware, that it is a special purpose
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`vehicle formed in connection with the sale of DecisionOne, and that SrcOne is a
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`subsidiary of MainOne. Defendants otherwise deny the allegations in Paragraph 23.
`
`24.
`On information and belief, Defendant Bhavin Shah is a resident of
`Florida. At all relevant times before and after the closing of the acquisition, Shah
`was the Managing Partner and Chairman of Defendant Oak Lane Partners. Shah is
`also a principal and manager of Defendant MainOne. Prior to the transaction, Shah
`was the sole director of DecisionOne and resigned from DecisionOne at closing.
`
`RESPONSE TO NO. 24: Defendants admit the allegations in Paragraph 24.
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`10
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`25. On information and belief, Defendant Michael P. Horne is a resident of
`Michigan. Horne was at all relevant times the Senior Operating Partner at OLP and,
`prior to the transaction, the President of DecisionOne. As part of the closing, Horne
`resigned from DecisionOne.
`
`
`RESPONSE TO NO. 25: The allegations in Paragraph 25 concern an
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`individual who was dismissed from the case pursuant to the Court’s Memorandum
`
`Opinion dated December 30, 2024 resolving Defendants’ Motion to Dismiss, and
`
`therefore no response is required. To the extent a response is required, Defendants
`
`deny the allegations in Paragraph 25, except admit that Horne performed services
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`for DecisionOne, and that he resigned from DecisionOne as part of the closing.
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`Defendants lack personal knowledge of Horne’s state of residence and accordingly
`
`deny same.
`
`26.
`Defendant Thomas Darling is a resident of Wisconsin. At all relevant
`times preceding the transaction, Darling was the Chief Financial Officer and Vice
`President of Finance at DecisionOne and reported directly to Mike Horne. Following
`the acquisition, Darling resigned from his position at DecisionOne and began
`working at OLP.
`
`RESPONSE TO NO. 26: The allegations in Paragraph 26 concern an
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`individual who was dismissed from the case pursuant to the Court’s Memorandum
`
`Opinion dated December 30, 2024 resolving Defendants’ Motion to Dismiss, and
`
`therefore no response is required. To the extent a response is required, Defendants
`
`deny the allegations in Paragraph 26 except admit that Darling performed services
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`for DecisionOne and resigned from DecisionOne as part of the closing. Defendants
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`lack personal knowledge of Darling’s state of residence and accordingly deny same.
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`11
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`27.
`On information and belief, Defendant Margaret Hughes is a resident of
`Maryland. Prior to the transaction, Hughes worked at DecisionOne, as its Manager
`of Financial Planning and Analysis, as well as at OLP in its “shared services”
`department. Following the acquisition, Hughes resigned from her position at
`DecisionOne and has since continued as an employee at OLP only.
`
`RESPONSE TO NO. 27: The allegations in Paragraph 27 concern an
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`individual who was dismissed from the case pursuant to the Court’s Memorandum
`
`Opinion dated December 30, 2024 resolving Defendants’ Motion to Dismiss, and
`
`therefore no response is required. To the extent a response is required, Defendants
`
`deny the allegations in Paragraph 27 except admit that Hughes performed services
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`for DecisionOne and resigned as part of the closing. Defendants deny personal
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`knowledge of Hughes’ state of residence and accordingly deny same.
`
`28.
`On information and belief, Defendant Abel Gonsalves is a resident of
`Maryland. Until the transaction, Gonsalves was the Manager of Financial
`Operations at DecisionOne. After the transaction closed, Gonsalves resigned from
`his position at DecisionOne. Since then, he has been an employee of OLP.
`
`RESPONSE TO NO. 28: The allegations in Paragraph 28 concern an
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`individual who was dismissed from the case pursuant to the Court’s Memorandum
`
`Opinion dated December 30, 2024 resolving Defendants’ Motion to Dismiss, and
`
`therefore no response is required. To the extent a response is required, Defendants
`
`deny the allegations in Paragraph 28 except admit that Gonsalves performed services
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`for DecisionOne and resigned as part of the closing. Defendants deny personal
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`knowledge of Gonsalves’ state of residence and accordingly deny same.
`
`29.
`
`Non-party DecisionOne Corporation is a Delaware corporation.
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`12
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`
`RESPONSE TO NO. 29: Defendants admit the allegations in Paragraph 29.
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`30. MainOne is subject to this Court’s jurisdiction as a limited liability
`company formed under the laws of the state of Delaware and pursuant to 10
`Del. C. § 3104(c). MainOne consented to the exclusive jurisdiction of the Delaware
`courts in Section 9.17 of the SPA. MainOne expressly waived any claim that it is
`not subject to jurisdiction in Delaware and any claim of improper or inconvenient
`forum or venue. SPA § 9.17.
`
`RESPONSE TO NO. 30: Paragraph 30 states a legal conclusion to which no
`
`response is required.
`
`31.
`SrcOne is subject to this Court’s jurisdiction as a Delaware limited
`partnership and pursuant to 10 Del. C. § 3104(c). SrcOne consented to the exclusive
`jurisdiction of the Delaware courts in Section 9.17 of the SPA. And SrcOne
`expressly waived any claim that it is not subject to jurisdiction in Delaware and any
`claim of improper or inconvenient forum or venue. SPA § 9.17.
`
`RESPONSE TO NO. 31: Paragraph 31 states a legal conclusion to which no
`
`response is required.
`
`32.
`OLP is subject to this Court’s jurisdiction as a limited liability company
`formed under the laws of the state of Delaware. It is also subject to this Court’s
`jurisdiction pursuant to 10 Del. C. § 3104(c) and due to its participation in the
`conspiracy described herein. OLP is also subject to jurisdiction as an entity that
`directly participated in the negotiation of and benefited from the SPA.
`
`RESPONSE TO NO. 32: Paragraph 32 states a legal conclusion to which no
`
`response is required.
`
`33.
`Shah is subject to this Court’s jurisdiction pursuant to Delaware’s long-
`arm statute, 10 Del. C. § 3104, his participation in the conspiracy described herein,
`Delaware’s director and officer consent statute, 6 Del. C. § 18-109, and the forum
`selection clause of the SPA, which he both benefited from and signed.
`
`
`13
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`RESPONSE TO NO. 33: Paragraph 33 states a legal conclusion to which no
`
`response is required.
`
`34.
`Horne is subject to this Court’s jurisdiction pursuant to Delaware’s
`long-arm statute, 10 Del. C. § 3104(c), his participation in the conspiracy described
`herein, and the forum selection clause of the SPA, which he both benefited from and
`signed.
`
`RESPONSE TO NO. 34: Paragraph 34 states a legal conclusion and concerns
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`an individual who was dismissed from the case pursuant to the Court’s
`
`Memorandum Opinion dated December 30, 2024 resolving Defendants’ Motion to
`
`Dismiss, and therefore no response is required. To the extent a response is required,
`
`Defendants deny the allegations in Paragraph 34.
`
`35.
`Darling, Hughes, and Gonsalves are subject to this Court’s jurisdiction
`pursuant to Delaware’s long-arm statute, 10 Del. C. § 3104(c), and their participation
`in the conspiracy described herein. Darling is also subject to jurisdiction because he
`directly benefited from the SPA as a result of the change of control bonus for which
`he was eligible as a result of the SPA. Darling, Hughes, and Gonsalves also each
`reaped the benefits of the SPA because they stood to gain professionally from
`DecisionOne changing ownership under the SPA.
`
`RESPONSE TO NO. 35: Paragraph 35 states a legal conclusion and
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`concerns individuals who were dismissed from the case pursuant to the Court’s
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`Memorandum Opinion dated December 30, 2024 resolving Defendants’ Motion to
`
`Dismiss, and therefore no response is required. To the extent a response is required,
`
`Defendants deny the allegations in Paragraph 35.
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`36.
`Pursuant to 10 Del. C. § 341, this Court has jurisdiction to hear all
`matters and causes in equity, including over cases requesting an equitable remedy
`when there is no adequate remedy at law.
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`14
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`
`RESPONSE TO NO. 36: Paragraph 36 states a legal conclusion to which no
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`response is required.
`
`The Court separately has subject matter jurisdiction under 8 Del. C.
`
`37.
`§ 111.
`
`RESPONSE TO NO. 37: Paragraph 37 states a legal conclusion to which no
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`response is required.
`
`Venue is proper in this Court pursuant to 6 Del. C. § 2708.
`
`38.
`
`RESPONSE TO NO. 38: Paragraph 38 states a legal conclusion to which no
`
`response is required.
`
`39.
`In 2016, Oak Lane Partners, Bhavin Shah’s private equity investment
`firm, through its subsidiary company, MainOne Technology Solutions, acquired
`DecisionOne. Upon information and belief, Bhavin Shah owns Oak Lane Partners
`through trusts for which he and his family members are beneficiaries.
`
`RESPONSE TO NO. 39: Defendants deny the allegations in Paragraph 39,
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`except admit that investment entities managed by OLP acquired DecisionOne in
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`2015.
`
`40.
`DecisionOne is an information technology services company that
`provides, among other things, on-site and remote technology support for businesses,
`such as data center support, data upgrades and migrations, and project management,
`as well as asset management services. The bulk of DecisionOne’s business is its
`“field services”—which includes repairing, troubleshooting, and upgrading various
`IT systems for its customers, including those in the manufacturing, distribution,
`retail, healthcare, and transportation sectors.
`In addition to DecisionOne’s
`headquarters in Pennsylvania, the company also operated facilities in Urbancrest,
`Ohio and Toronto, Canada. The Urbancrest facility primarily offers logistics and
`asset management services.
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`RESPONSE TO NO. 40: Defendants deny the allegations in Paragraph 40
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`except admit that, prior to Soroc’s acquisition of DecisionOne, DecisionOne had
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`headquarters in Pennsylvania, operated facilities in Urbancrest, Ohio and Toronto,
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`Canada, and offered logistics and asset management services. Defendants lack
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`information sufficient to form a belief as to the veracity of the allegations concerning
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`DecisionOne’s current operations and accordingly deny same, and further deny all
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`allegations of wrongdoing.
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`41.
`A year after acquiring DecisionOne, OLP purchased another IT
`services company, MainTech, and placed both under an umbrella entity, MainOne
`Technology Solutions.
`
`RESPONSE TO NO. 41: Defendants deny the allegations in Paragraph 41.
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`42.
`From 2017 to 2022, OLP operated DecisionOne and MainTech as a
`functionally combined entity and blended the boundaries between these and other
`OLP-controlled entities. OLP directed that DecisionOne’s finance and accounting
`teams also handle the finances for MainTech. The financial information for several
`of OLP’s portfolio companies were housed on the same general ledger platform,
`which resided with DecisionOne. DecisionOne and MainTech shared a linked
`corporate credit card for use by their respective technicians in the field.
`
`RESPONSE TO NO. 42: Defendants deny the allegations in Paragraph 42.
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`43.
`OLP routinely shifted funds among its portfolio companies to cover
`short-term liquidity needs. For example, OLP staggered the payroll cycles for
`MainTech and DecisionOne, then directed DecisionOne’s finance team to wire
`funds to fill the resulting gaps in MainTech’s cash flow and vice versa.
`
`RESPONSE TO NO. 43: Defendants deny the allegations in Paragraph 43.
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`44.
`The main source of these short-term cash infusions into DecisionOne
`was StorageTech, an entity wholly owned by Bhavin Shah.
`
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`RESPONSE TO NO. 44: Defendants deny the allegations in Paragraph 44.
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`45.
`On information and belief, Shah was prohibited by the terms of certain
`credit agreements from propping up OLP portfolio companies with his own money.
`As a workaround, Shah formed certain shell entities, including StorageTech, to
`bypass those restrictions and to supply short-term loans to OLP entities. Rather than
`describing these infusions as loans, however, the Shah-controlled OLP team
`disguised them as “revenue” that the Company “earned.”
`
`RESPONSE TO NO. 45: Defendants deny the allegations in Paragraph 45.
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`46.
`Between March 2021 and August 2021, StorageTech and DecisionOne
`exchanged a flurry of wire transfers. Each of these transaction cycles followed a
`similar pattern: one entity wired the other some amount. As soon as a day later, the
`receiving entity would return some or all of the funds.
`
`RESPONSE TO NO. 46: Defendants deny the allegations in Paragraph 46.
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`47.
`For example, on March 17, 2021, DecisionOne wired $1.5M to
`StorageTech, only to have StorageTech wire that same amount back to DecisionOne
`the next day.
`
`RESPONSE TO NO. 47: Defendants deny the allegations in Paragraph 47,
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`except admit that the revenues challenged in this action reflect real revenues that
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`DecisionOne in fact received.
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`48.
`On July 8, StorageTech wired $250,000 to DecisionOne to cover a
`shortfall in DecisionOne’s payroll, while DecisionOne waited on a payment from a
`customer. At the time, DecisionOne’s Vice President of Finance, Tom Darling,
`noted that DecisionOne “should be able to return the money [to StorageTech]
`tomorrow after Xerox [a DecisionOne customer] comes in.”
`
`RESPONSE TO NO. 48: Defendants deny the allegations in Paragraph 48,
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`except admit that the revenues challenged in this action reflect real revenues that
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`DecisionOne in fact received. The remainder of Paragraph 48 purports to quote or
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`characterize email correspondence. Defendants respectfully refer the Court to that
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`email correspondence, which speaks for itself, and deny all allegations or
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`characterizations inconsistent therewith.
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`49.
`Less than a week later, StorageTech wired another $600,000 to
`DecisionOne. An email sent around that time noted that a wire would be set up
`“from D1 [DecisionOne] to MT [MainTech] to go tomorrow morning to cover the
`payroll for whatever is needed.”
`
`RESPONSE TO NO. 49: Defendants deny the allegations in Paragraph 49,
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`except admit that the revenues challenged in this action reflect real revenues that
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`DecisionOne in fact received. The remainder of Paragraph 49 purports to quote o