Calfee, Halter & Griswold Files Lawsuit on Behalf of the Noteholders of RP Oldco Inc. (Formerly Rustic Pathways Australia (U.S.A.), Inc.) Against Henry David Venning and Other Insiders

NEW YORK, October 4, 2021 – The law firm of Calfee, Halter & Griswold LLP has filed a lawsuit on behalf of the Noteholders of RP Oldco Inc., formerly known as Rustic Pathways Australia (U.S.A.), Inc., against Henry David Venning, Michael C. Lucas as trustee of the Henry David Venning Revocable Trust (U/A dated August 1, 2015), RP Oldco Inc., and another individual. Venning founded and operated RP Oldco Inc. for more than two decades as a student-travel company focused on educational and experiential travel, and he continues to control, through a revocable trust, RP Oldco Inc.

The civil action, filed on October 1, 2021, in the Court of Common Pleas of Lake County, Ohio, is on behalf of the Noteholders to recover damages they allege were principally caused by Venning’s breaches of a Loan Agreement and related Guarantee, as well as his alleged fraud and alleged fraudulent transfers perpetrated against the Noteholders. The Noteholders, who are widely dispersed across the United States, have engaged Mark D. Thompson, the managing member of MDT Executive Management Co., LLC, to act as their Representative in the lawsuit.

The Complaint alleges that the Noteholders’ claims arise from the non-payment of principal, interest and costs in connection with their 2018 Notes. Among their allegations is that Venning knowingly and purposely diverted to himself corporate assets of RP Oldco Inc. via multiple insider transactions while the company was plainly insolvent during the years in question and signed agreements calling for the payment of millions of dollars of obligations to himself even after he claims to have resigned from RP Oldco Inc. The Noteholders further allege fraud in connection with the offering and sale of the Notes.

Also alleged in the Complaint is that, largely owing to Venning’s alleged tortious misconduct in 2019, RP Oldco Inc. suffered such financial distress and insolvency that it was compelled to sell substantially all its operating assets. In connection with that third-party sale and in order to give the business a chance to survive and prosper, the Noteholders made significant concessions in the terms of their Notes while Venning extracted from the buyer a $2 million exit arrangement for himself.

On October 1, the Court granted the Representative’s motion for a temporary restraining order enjoining Venning from transferring assets or properties belonging to the Noteholders “that fails to provide for the satisfaction of Venning’s obligations under a Guarantee he provided to Plaintiff and the Lenders he represents.”

Mark D. Thompson, principal of Plaintiff Representative MDT Executive Management Co., LLC, commented, “I am highly confident that the allegations put forward in the Complaint and the proof underlying the allegations will compellingly establish the Noteholders’ entitlement to the relief requested in the Complaint.”

Lead legal counsel H. Jeffrey Schwartz, Co-Chair of Calfee’s Business Restructuring and Insolvency practice group and Partner-in-Charge of Calfee’s New York office, commented, “It is my privilege to lead the legal mandate to obtain justice for the unconscionably aggrieved Noteholders by obtaining redress for them in the Court of Common Pleas of Lake County, Ohio, as well as in Thailand, Laos, Myanmar, Australia, and Costa Rica – all venues in which much of Mr. Venning’s Loan collateral are located.”

About Calfee, Halter & Griswold LLP

Calfee, Halter & Griswold LLP is a full-service corporate law firm with 160 attorneys and offices in Cleveland, Columbus, Cincinnati, Indianapolis, New York, and Washington, D.C. Calfee serves clients in the Midwest, nationally and globally in the areas of Business Restructuring and Insolvency, Corporate and Finance, Employee Benefits and Executive Compensation, Energy and Utilities, Estate and Succession Planning and Administration, Government Relations and Legislation, Intellectual Property, Labor and Employment, Litigation, and Real Estate Law. Calfee has been recognized as a leading law firm by Chambers USA 2021 in Antitrust, Banking & Finance, Corporate/M&A, Employee Benefits & Executive Compensation, General Commercial Litigation, Insurance, Intellectual Property, Labor & Employment, Natural Resources & Environment, and Real Estate and by Chambers HNW in Private Wealth Law. A founding member of Lex Mundi, Calfee offers international representation through a network of independent law firms with access to 22,000 attorneys located in more than 125 countries. Additional information is available at Calfee.com.