IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

AMARILLO DIVISION

IN RE: §

§

McCLAIN FEED YARD, INC., et al.,

1

§ CASE NO. 23-20084-rlj-7

§

§

Debtors. § Jointly Administered

DEBTORS’ RESPONSE OPPOSED TO MOTION TO TRANSFER VENUE

1. On July 18, 2023, Meagan B. Goad and Kinsey Moreland (“Movants”), both of whom

are the daughters of the deceased Brian McClain (“Mr. McClain”), filed their Motion to Transfer Jointly

Administered Cases (dkt. 82) (“Motion”). The Debtors, through their attorney, file this Response

Opposed to Motion to Transfer Venue (“Response”), and in support of the Response, state the following:

McClain Feed Yard, Inc.

2. The statement in paragraph 1 of Movants’ Motion does not require a response.2

3. In response to the statements made in paragraph 2 of Movants’ Motion, Debtors object to

the statement that most of the business of McClain Feed Yard, Inc. (“MFY”) was conducted in Benton,

Kentucky; rather the majority of MFY’s business was conducted in Friona, Texas. Debtors’ admit that

Brian McClain was, when he was alive, the sole owner of MFY, but on April 13, 2023, Brian McClain

transferred all management, control and authority of MYF over to Glenn Karlberg, the Chief

Restructuring Officer (“CRO”), as stated in the Resolution of the Sole Shareholder (“Resolution”) signed

by Mr. McClain, and is attached at Exhibit “A”. Debtors’ admit to the stated address of Mr. McClain’s

residence.

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The Debtors (“Debtors”) in these chapter cases are: McClain Feed Yard, Inc. (Case No. 23-20084-

rlj), McClain Farms, Inc. (Case No. 23-20085-rlj), and 7M Cattle Feeders, Inc. (Case No. 23-20086-rlj), jointly

administered per Order entered on Jun 28, 2023 (dkt. 66).

2 Movant’ Motion begins renumbering its statements in Section I. Facts from 1 to 46. Debtors’

responses will respond to such numbered states accordingly.

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4. Debtors object to the statement made in paragraph 3 of the Movants’ Motion. All books

and records are currently in the possession of either Kent Reis, the Chapter 7 Trustee or Focus

Management Group, its address being: 6585 N. Avondale Ave., Chicago, IL 60631. 

5. Debtors admit the statement stated in the first sentence of paragraph 4 of Movants’

Motion. Debtors’ can neither admit or deny the statement stated in the second sentence of paragraph 4 of

Movants’ Motion. 

6. Debtors can neither admit nor deny the allegations set for in paragraph 5 of Movants’

Motion.

7. Debtors admit the allegations stated in paragraph 6 of the Movants’ Motion.

8. In response to the statement made in paragraph 7 of the Movants’ Motion, the MFY

Debtor reflects an unknown amount of accounts receivable, $62,500.00 in farm machinery and

equipment, $4,000.00 in feed, and a feed yard facility valued at $600,000.00.

9. In response to the statement made in paragraph 8 of the Movants’ Motion, the place of

business of 7M Cattle Feeders, Inc. was Friona, Texas. Debtors can neither admit nor deny what

business was conducted in Kentucky on behalf of McClain Farms, Inc.

10. Debtors can neither admit nor deny the allegations set forth in paragraph 9 of the

Movants’ Motion. 

McClain Farms, Inc.

11. Debtors admit the allegations in paragraph 10 of the Movants’ Motion except to state

that on April 13, 2023, Brian McClain transferred all management, control and authority of McClain

Farm, Inc. (“MFI”) over to Glenn Karlberg, the CRO.

12. Debtors object to the statement made in paragraph 11 of the Movants’ Motion. All

books and records of MFI are currently in the possession of either Kent Reis, the Chapter 7 or Focus

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Management Group, its address being: 6585 N. Avondale Ave., Chicago, IL 60631. 

13. Debtors admit the statement stated in the first sentence of paragraph 12 of Movants’

Motion. Debtors’ can neither admit or deny the statement stated in the second sentence of paragraph 12

of Movants’ Motion. 

14. Debtors admit the statement stated in the first sentence of paragraph 13 of Movants’

Motion. Debtors’ can neither admit or deny the statement stated in the second sentence of paragraph 13

of Movants’ Motion. 

15. Debtors admit the statement stated in the first sentence of paragraph 14 of Movants’

Motion. Debtors’ can neither admit or deny the statement stated in the second sentence of paragraph 14

of Movants’ Motion.

16. Debtors can neither admit nor deny the allegations set for in paragraph 15 of Movants’

Motion.

17. Debtors admit the allegations in paragraph 16 of Movants’ Motion.

18. Debtors admit the allegations in the first sentence of paragraph 17 of Movants’ Motion. 

19. Debtor is aware that MFI held a lease on land located in Kentucky, as stated in paragraph

18 of Movants’ Motion. Debtors do not know the current status of the lease.

20. Debtors deny the allegations in paragraph 19 of Movants’ Motion.

21. Debtors can neither admit nor deny the allegations in paragraph 20 of Movants’ Motion.

22. Debtors scheduled the claim for the amount described in paragraph 21 of Movants’

Motion, except that at this time the validity of the Riley Livestock claim has not yet been established.

23. Debtors scheduled the claim for the amount described in paragraph 22 of Movants’

Motion, except that at this time the validity of the MAP Enterprises, Inc. claim has not yet been

established.

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24. Debtors scheduled the claim for the amount described in paragraph 23 of Movants’

Motion, except that at this time the validity of the Wildforest Cattle Company, LLC claim has not yet

been established.

7M Cattle Feeders, Inc.

25. Debtors admit the allegations in paragraph 24 of the Movants’ Motion except to state

that on April 13, 2023, Brian McClain transferred all management, control and authority of 7M Cattle

Feeders, Inc. (“7M”) over to Glenn Karlberg, the CRO.

26. Debtors object to the statement made in paragraph 25 of the Movants’ Motion. All

books and records of 7M are currently in the possession of either Kent Reis, the Chapter 7 or Focus

Management Group, its address being: 6585 N. Avondale Ave., Chicago, IL 60631.

27. Debtors admit the statement stated in the first sentence of paragraph 26 of Movants’

Motion. Debtors’ can neither admit or deny the statement stated in the second sentence of paragraph 26

of Movants’ Motion. 

28. Debtors can neither admit nor deny the allegations set for in paragraph 27 of Movants’

Motion.

29. In response to the statement made in paragraph 28 of the Movants’ Motion, the 7M

Debtor reflects in its schedules bank deposit account balances of at least $195,619.00, an unknown

amount of accounts receivable, and $350,000.00 in farm machinery and equipment.

30. Debtors deny the allegations set forth in paragraph 29 of the Movants’ Motion.

31. In response to the statement made in paragraph 30 of the Movants’ Motion, the place of

business of MFY was Hereford, Texas. Debtors can neither admit nor deny what business was

conducted in Kentucky on behalf of MFI.

32. Debtors can neither admit nor deny the allegations set forth in paragraph 31 of the

Movants’ Motion. 

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Facts in Common to All Debtors

33. Debtors can neither admit nor deny the allegations set forth in paragraph 32 of the

Movants’ Motion.

34. In response to the allegations set forth in paragraphs 33 through 37 of the Movants’

Motion, Debtors state that the Movants’ exhibits speak for themselves. Debtors are not familiar with the

pre-petition exchanges that occurred between Rabo Agrifinance, LLC (“Rabo”) and the Debtors.

35. The statements made in paragraph 38 of the Movants’ Motion are presumably statements

of fact which Debtors admit. However, the basis of venue was derived from location of Debtors’ two

Texas based businesses, the fact that the CRO controlled all three Debtors, and the majority of claimants

were located in Texas and Oklahoma.

36. Debtors admit the allegation set forth in paragraph 39 of the Movants’ Motion.

37. In response to the allegations set forth in paragraphs 40 of the Movants’ Motion, Debtors

are aware, by review of the docket sheets, that Rabo filed its Ex Parte Motion for Rule 2004 Order

Authorizing the Issuance of Document Subpoenas to Various Third Parties (“2004 Motion”) (dkt. no.

17). 

38. In response to paragraph 41 of Movants’Motion, see Debtors’ Response in paragraph no.

37 of this pleading.

39. Debtors admit the allegation set forth in paragraph 42 of the Movants’ Motion.

40. Debtors do not dispute, but also cannot confirm, the allegations set forth in paragraph 43

of the Movants’ Motion.

41. The Debtors are aware of and do not dispute the statements set forth in paragraph 44 of

the Movants’ Motion.

42. The Debtors deny the allegations set forth in paragraph 45 of the Movants’ Motion. Any

avoidance actions will be governed by the United States Bankruptcy Code.

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43. In response to the allegations made in paragraph 46 of the Movants’ Motion, the Debtor

acknowledges that the Debtors’ 341 was conducted on June 14, 2023. The Debtors disagree that the

combined meetings were “ineffectual.”

Movants’ Argument and Citation of Authorities

Debtors appreciate the Movants’ presenting its legal position in its Motion, but will address its

own legal positions at a later date.

Summary of Debtors’ Responses

1. Location of Property

2. Location of Claimants

3. Common Control

Location of Property

McClain Feed Yards, Inc. operations were located in Hereford, Texas. 7M Cattle Feeders, Inc.

operations were located in Friona, Texas. Only McClain Farms, Inc. was located in Kentucky.

Location of Claimants

The following table, extracted from the information in Exhibits “B”, “C”, an “D”, demonstrate

for each the numbers of claimants and the total claim amount for certain states:

McClain Feed Yard Texas Kentucky Oklahoma Other

Total Claims $16,113,631.01 $766,281.36 $3,812,172.22 $8,194,093.51

Percentage of Total 55.78% 2.65% 13.20% 28.37%

Number of Claimants 25 3 21 14

Percentage of Total 39.68% 4.76% 33.33% 22.22%

Total claims: $28,886,178.10

Total claimants: 63

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McClain Farms Texas Kentucky Oklahoma Other

Total Claims $31,886,033.09 $90,472,509.52 $8,230,509.52 $15,678,924.96

Percentage of Total 21.8% 61.85% 5.63% 10.72%

Number of Claimants 32 20 29 34

Percentage of Total 27.83% 17.39% 25.22% 29.57%

Total claims: $146,267,617.42

Total claimants: 115

7M Cattle Feeders Texas Kentucky Oklahoma Other

Total Claims $11,669,090.84 $0.00 $3,861,832.00 $2,120,844.48

Percentage of Total 66.11% 0.00% 21.88% 12.01%

Number of Claimants 26 0 18 7

Percentage of Total 50.98% 0.00% 35.29% 13.73%

Total claims: $17,651,767.32

Total claimants: 51

In 7M Cattle Feeder, Inc. and McClain Feed Yard Inc. cases, Texas has the largest total amount

of claims and number of claimants. If Oklahoma amounts are added to the Texas amounts, the amount of

claims and number of claimants dominate the other areas.

Common Control

On April 13, 2023, Brian McClain signed a Resolution granting Glenn Karlbert, the CRO of all

the Debtors, the power to manage the business and operational affairs of McClain Farms, Inc., McClain

Cattle Feeders, Inc. (intending to mean: McClain Feed Yard, Inc.) and 7M Cattle Feeders, Inc

(collectively the “Companies’). The Resolution states: “[The CRO shall have] the sole authority over the

Companies’ operational, employment, accounting, and record keeping needs. The CRO shall be further

authorized to conduct a liquidation of the Companies’ assets, shall have the authority to sell all of the

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Companies’ assets, and shall have the power to voluntarily dissolve the Companies.”

Mr. Clain released all authority and control over all three Debtors. Prior to the bankruptcy filing,

Mr. McClain died. His past control and authority over all three Debtors, at the time the petition was

filed, had transferred to Glenn Karlberg.

Mr. Karlberg controlled all three cases. Two of the three cases had their principal assets located

in the Northern District of Texas. McClain Farms, Inc., the company located in Kentucky, had no real

property and no longer has personal property. The three Debtors should be considered affiliates and

therefore eligible to file in the same State and District. See 11 U.S.C. § 101(2)(B) and 28 U.S.C. § 1408.

WHEREFORE premises considered, McClain Farms, Inc., McClain Feed Yard, Inc., and 7M

Cattle Feeders, Inc., the Debtors, respectfully request that the Court sustain their Response and deny the

Motion to Transfer Venue filed by Meagan B. Goad and Kinsey Moreland, and grant the Debtors any

such further relief that they may show themselves justly entitled. 

Date: July 27, 2023

Respectfully submitted,

TARBOX LAW, P.C.

2301 Broadway

Lubbock, Texas 79401

(806) 686-4448; fax: (806) 368-9785

 By: /s/ Max R. Tarbox 

 Max R. T a rb ox, Texas Bar No. 19639950

Attorney for Debtors

CERTIFICATE OF SERVICE

I, Max R. Tarbox, do hereby certify that a true and correct copy of the foregoing Response was

served by either court enabled electronic service or regular first class U. S. Mail upon the following listed

parties on this 27th or 28th

 day of July, 2023:

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1. All parties in interest registered with

the U. S. Bankruptcy Court to receive

electronic notices in this case.

5. All creditors and parties in interest

listed on the attached matrix

 /s/ Max R. Tarbox 

Max. R. Tarbox 

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