Frazer School - Chapter 11 Plan Terms

Plan Terms

Overview

• Frazer School, Inc. has filed a plan of reorganization dated Oct. 9, 2026. The plan keeps the Gainesville, Florida school operating under its Educator Board. Creditors are paid from three sources: school operating revenue, the debtor's purchase of its campus under the assumed Dec. 17, 2025 school transition agreement, and recoveries on Chapter 5 and non-bankruptcy claims. Those claims include the ones in the debtor's adversary proceeding against Newberry Christian Community School, Inc. (NCCS) and James R. and Rachel E. Schrader.
• Treatment by class:
  • Priority non-tax claims are paid in full in cash.
  • The IRS and the Florida Department of Revenue (FDOR) receive allowed tax principal in monthly installments ending by June 12, 2031. IRS penalties, additions to tax and prepetition interest remain the Schraders' obligation.
  • Capital City Bank, the campus mortgage lender, continues to receive monthly payments at its adequate-protection level. The payment is reduced to remove escrow for property other than the campus, and the balance is due on the fifth anniversary of the effective date.
  • The Class 4 secured claimants, including Joyner Construction Partners and the Dudases, receive 60 monthly principal installments on a 10-year amortization at 30-day Average SOFR plus 100 basis points, with a balloon at month 60, but only to the extent their liens hold up; the debtor reserves the right to challenge every Class 4 lien and disputes the Dudas lien outright.
  • General unsecured creditors, including the families and other lenders who advanced funds to the school, share 50% of the debtor's Available Free Cash Flow over a 60-month plan period. Any unpaid balance is paid in a final balloon without interest.
  • Insider claims, including the claim under the Schraders' mortgage, are equitably subordinated behind Classes 1 through 5.
  • Equity receives nothing.
• The reorganized debtor must close its purchase of the campus from NCCS by the closing deadline under the transition agreement and the building purchase agreement. It may borrow against the campus to fund the purchase.
• Releases:
  • Scheduled and filed claim holders, unimpaired holders and contract counterparties are deemed, with no opt-out, to release only the debtor and the estate; no non-debtor is released.
  • The plan contains no release by the debtor or the estate.
  • The plan expressly preserves every estate claim against NCCS, the Schraders, Little Warriors Day School, LLC, their affiliates, and any former officer, director, employee or bookkeeper of the debtor who served before Dec. 18, 2025.

Background

• Frazer School, Inc., a Florida not-for-profit corporation, filed Chapter 11 on June 12, 2026. It runs its school from real property and improvements at 4700 N.W. 89th Boulevard, Gainesville, Florida 32606.
• The plan rests on the School Transition and Asset Purchase Agreement dated Dec. 17, 2025, among the debtor, NCCS (a Florida not-for-profit corporation), the Schraders and Edge Content, LLC. Under that agreement:
  • The Educator Board was elected as the debtor's board, with full control over the school's business and operations.
  • The debtor receives a credit against the campus purchase price (see Campus Acquisition).
  • IRS penalties and interest are allocated to the Schraders.
  • The school was to obtain 501(c)(3) status, which the debtor has recently obtained.
• The plan alleges conduct by the Schraders and NCCS that injured the debtor and its creditors:
  • Approximately $5.1 million that families lent to buy the campus was diverted. The property was instead titled in NCCS and purportedly leased back to the debtor.
  • The debtor's funds were transferred in amounts of at least $2.08 million to NCCS, $2.34 million to James R. Schrader, $171,762.40 to Rachel E. Schrader and $72,000 to Little Warriors Day School, LLC.
• On March 10, 2026, a second mortgage and security agreement was recorded in Alachua County. It was allegedly granted by NCCS to the Schraders and recites a $1.48 million promissory note. The plan says NCCS granted it about three months after the transition agreement was signed.
• The plan also cites the refusal to sign the building purchase agreement for the campus, an eviction case filed in the Circuit Court of the Eighth Judicial Circuit in Alachua County (Case No. 2026-CA-001730), and the removal and retention of the debtor's books and records.
• On June 19, 2026, the debtor sued NCCS, the Schraders and other third parties in an adversary proceeding (Adv. Pro. No. 26-01014-MWC). Among other claims, it asserts equitable ownership of the campus and seeks specific performance of the transition agreement.
• During the case, the court entered an interim order approving adequate protection payments to Capital City Bank, which holds the mortgage loan on the campus (Doc. 141). It also entered orders authorizing the use of cash collateral.
• On or about Oct. 2, 2026, the court entered an interim order granting the motion to assume the transition agreement and compel performance (Doc. 204). The order adopted the form of a purchase and sale agreement under which NCCS, as seller, would convey the campus to the debtor or its designee. The plan treats the transition agreement as assumed under that order.
• The plan is signed for the debtor by Olanrewaju Fayiga, its principal and a board member.

Campus Acquisition

• The reorganized debtor must keep performing under the transition agreement and the building purchase agreement. It must close the campus purchase by the closing deadline under those agreements, as that deadline may be extended by agreement or court order.
• Under the building purchase agreement, NCCS is the seller and the debtor or its designee is the buyer, in the form adopted under Doc. 204. The plan provides that the agreement may be used to convey the campus, or the court may instead order the campus conveyed to the debtor.
• The purchase price is tied to the transition agreement:
  • The debtor receives a credit of at least $5,119,262.85 against the price.
  • The debtor contends the Schrader mortgage is not part of the purchase price.
  • Joyner's Class 4A claim is allowed only as consistent with the agreement's purchase price formula.
• On or after the effective date, the reorganized debtor may take the steps needed to complete the purchase, including borrowing against the campus. It may prepay Class 4 claims at the closing. It may, but need not, refinance Capital City Bank's mortgage, consistent with the transition agreement.
• On the effective date, the debtor's legal and equitable interests in the campus and its rights under the transition agreement vest in the reorganized debtor. They vest free and clear of claims, liens and interests, except as the plan or confirmation order provides.
• Under section 1146(a), plan transfers are to be exempt from stamp, real estate transfer and mortgage recording taxes. This covers deeds and the creation of mortgages.

Plan Funding and Implementation

• The plan is funded from all of the debtor's available assets, including:
  • the debtor's cash on hand
  • tuition and other revenue from the debtor's prepetition and postpetition school operations and the reorganized debtor's post-confirmation operations
  • acquisition financing or refinancing obtained by the reorganized debtor
  • litigation and avoidance action proceeds, including recoveries in the adversary proceeding and recoveries from the Schraders, jointly and severally, of the tax penalties and interest allocated to them under the transition agreement
• After the effective date, the reorganized debtor can act without court supervision or approval:
  • It may use, acquire and dispose of property.
  • It may settle claims, interests and causes of action.
  • It may retain professionals and pay them from its assets. If funds fall short, those professionals share pro rata until paid in full.
• Shumaker, Loop & Kendrick, LLP may, at its election, continue to represent the reorganized debtor pro bono.

Unclassified Claims

• Administrative claims allowed by the effective date are paid in full in cash on the effective date, unless the holder agrees otherwise. Claims allowed later are paid within 30 days after allowance. Ordinary-course administrative claims are paid when due.
• Unclassified claims include:
  • professional fees
  • unpaid U.S. Trustee fees
  • allowed superpriority claims under sections 503(b) and 507(b) granted to holders of cash collateral under the court's cash collateral orders
  • unpaid postpetition obligations, including amounts owed to taxing authorities
• Shumaker, Loop & Kendrick, the debtor's counsel, has worked pro bono since the petition date and will not seek fees for that work through the effective date.
• Requests for payment of administrative claims arising through the effective date are due 30 days after the effective date. The deadline does not apply to professional fee claims, U.S. Trustee fees, administrative claims already allowed by court order, ordinary-course claims, or claims exempt from a request requirement.
• Final applications for professional fees and expenses through the effective date, including substantial-contribution requests, are due 30 days after the effective date. Objections are due 21 days after an application is filed.

Classification and Voting

• Class 1 is unimpaired and deemed to accept. Classes 2 through 6 are impaired and entitled to vote. Class 7 is impaired and deemed to reject.
• In Class 2, the IRS and FDOR vote as separate subclasses. In Class 4, each holder votes as a separate subclass.

Class 1: Priority Non-Tax Claims

• Class 1, priority non-tax claims (unimpaired, deemed to accept): cash equal to the allowed claim, paid on the later of the effective date and 60 days after allowance, unless the holder agrees to less favorable treatment.
• The class covers claims with priority under sections 507(a)(3) through 507(a)(7). That includes employee claims for prepetition wages and benefits not already paid under court order.

Class 2: Priority Tax Claims of the IRS and FDOR

• Class 2, priority tax claims of the IRS and FDOR (impaired, entitled to vote; each a separate subclass): the reorganized debtor pays allowed tax principal in equal monthly straight-line installments. Payments begin on the first day of the first full month after the effective date and end no later than five years after the petition date, which the plan states is June 12, 2031. IRS penalties, additions to tax and prepetition interest remain the joint and several obligation of the Schraders under the transition agreement.
• The claims:
  • The IRS claim was scheduled at $667,298.24. The IRS proof of claim asserts $777,937.25 in total, of which $609,362.39 is claimed as priority.
  • The IRS claim consists mainly of unpaid federal employment and withholding taxes. The plan attributes it to James Schrader's failure to remit withholding taxes collected from employees.
  • FDOR's proof of claim asserts $2,763.94, all as priority.
• Section 2.03 pairs the principal installments with interest on the unpaid balance at the section 511 rate as of the effective-date month, but the same section and the Class 2 description say the debtor repays only tax principal and that all IRS penalties and interest are the Schraders' obligation under Section 6.1 of the transition agreement.
• If any penalty, addition to tax or interest is allowed against the debtor, penalties that do not compensate for actual monetary loss receive no distribution. The reorganized debtor keeps all subrogation and recovery rights against the Schraders or NCCS, including in the adversary proceeding.
• If a trust fund recovery penalty or similar penalty is imposed on the Schraders, every amount paid by or collected from them and credited against the debtor's tax liability reduces the allowed IRS claim dollar for dollar, and the reorganized debtor may recover from the Schraders, jointly and severally, anything it pays under the Class 2 treatment other than principal. The IRS keeps its direct rights against the Schraders but may not collect more than the total owed.
• The plan does not release the Schraders, NCCS or any responsible person from liability to the IRS or FDOR.
• The reorganized debtor may prepay without penalty. If it misses a payment and does not cure within 15 days after written notice of default, the IRS or FDOR may use its administrative collection remedies against the unpaid balance.

Class 3: Capital City Bank Secured Claim

• Class 3, Capital City Bank's secured claim (impaired, entitled to vote): the reorganized debtor keeps paying the bank on the 23rd of each month at the amount the debtor pays as adequate protection under the interim order (Doc. 141). As of the filing that is $41,024.22 per month, made up of $33,122.12 of principal and interest and $7,902.10 of escrow. The remaining balance is due on the fifth anniversary of the effective date or, if earlier and at the debtor's election, on a refinancing.
• The claim is secured by a mortgage on the campus.
• The payment will be reduced:
  • On or before the effective date, it is cut to cover only principal and interest on that loan plus escrow for property taxes and insurance on the campus alone.
  • The debtor understands that the current escrow includes insurance premiums on real property of another school, which is neither the campus nor the debtor's property.
  • The reorganized debtor will not pay insurance, taxes or other charges for any property other than the campus.
• The payment adjusts as the bank updates the loan's variable interest rate and the campus escrow. Each payment is applied first to accrued, unpaid contract-rate interest, then to campus tax and insurance escrow, then to principal.
• If a payment is missed, the bank may serve written notice of default on the reorganized debtor and its counsel, and the reorganized debtor has five days after service to cure. The plan's general 30-day grace period for distributions does not apply to Class 3.
• The bank keeps its lien until paid in full, and any unsecured or undersecured portion of its claim falls into Class 5.
• The plan does not change the bank's rights against any non-debtor obligor or guarantor. It also does not change the bank's rights against parties other than the debtor under the Cross-Collateralization and Cross-Default Agreement dated May 23, 2025.

Class 4: Other Secured Claims

• Class 4, secured claims other than Capital City Bank's (impaired, entitled to vote; each holder in its own subclass): each allowed claim is paid in 60 equal monthly principal installments on a 10-year straight-line amortization. Simple interest accrues on unpaid principal at 30-day Average SOFR plus 100 basis points, and a balloon is due at the end of the 60 months after the effective date.
• The subclasses are:
  • Class 4A: Joyner Construction Partners, LLC, scheduled at $1.7 million
  • Class 4B: Guarav Seth, including any claim asserted by or through Gen Z Consulting LLC, an entity of Guarav Seth, treated as a single claim
  • Class 4C: NV5, Inc.
  • Class 4D: Paul Stresing Associates, Inc.
  • Class 4E: Kurt and Brittany Dudas, scheduled at $3.175 million
• Installments begin on the first day of the first full month after the effective date, and the rate is set as of the effective date. The reorganized debtor may prepay any Class 4 claim without penalty, including at the closing of the campus purchase.
• Each holder keeps its lien, to the extent valid, perfected and unavoidable, until paid in full. Any part of a Class 4 claim that is not backed by a valid, timely perfected and unavoidable lien is treated as a Class 5 general unsecured claim. That test applies section 506, based on priority of perfection against the collateral's value on the petition date.
• The debtor reserves all rights to object to the amount of every Class 4 claim. It also reserves the right to challenge the validity, priority, extent, perfection and avoidability of every Class 4 lien.
• Joyner's claim is allowed only for unpaid construction services Joyner actually performed at the campus, consistent with the transition agreement's purchase price formula. Joyner must provide documentation of materials delivered to and used at the campus, or of construction services there. Any other portion is disallowed.
• The Dudases' claim is contested:
  • The plan says they advanced funds to the debtor unsecured about five to six months before the debtor signed a promissory note and then, on or about Nov. 17, 2025, purported to grant them a security interest to document that earlier advance.
  • The debtor disputes the lien's validity, perfection and enforceability. It contends the lien can be avoided under sections 544, 547, 548 and 550 and Florida law.
• The allowed Class 4E claim is reduced dollar for dollar by anything the Dudases recover on the debt from sources other than the debtor, and is paid net of those recoveries. Such sources include guarantors, co-obligors, insurance, NCCS, the Schraders and other litigation. The Dudases must promptly disclose each recovery, the remaining installments are recalculated, and any overpayment is refunded to the reorganized debtor.

Class 5: General Unsecured Claims

• Class 5, general unsecured claims (impaired, entitled to vote): holders receive their pro rata share of 50% of the debtor's Available Free Cash Flow during the 60-month plan period. Any unpaid balance of each allowed claim is paid in full, without interest, in a balloon on the last day of the 60th month of the plan period.
• Available Free Cash Flow is the positive cash flow from operations: revenue from ordinary business operations, minus the debtor's 90-day expense reserve, minus ordinary-course operating expenses. Those expenses include plan payments to secured creditors.
• The plan period runs 60 full months, starting on the first day of the first full month after the effective date. In year one, distributions are paid in equal quarterly installments, starting on the effective date or as soon as practicable after it. In years two through five, they are paid annually, starting on the first anniversary of the first quarterly payment.
• The class includes the unsecured or undersecured portion of any Class 3 or Class 4 claim, claims of the families and other lenders who advanced funds to the debtor, and non-insider rejection damages claims. It excludes insider claims.
• Postpetition payments a holder received from the debtor count as advances on its Class 5 claim and are offset against its distributions.
• When a disputed claim is allowed, the holder receives a catch-up payment equal to what it would have received if the claim had been allowed on the effective date.
• Pro rata shares are measured against all allowed Class 5 claims plus amounts reserved for disputed Class 5 claims. They adjust as disputes are resolved.

Class 6: Insider Claims

• Class 6, insider claims (impaired, entitled to vote): all insider claims are disputed. The plan equitably subordinates any allowed insider claim to all other allowed claims under section 510(c), and transfers any lien securing an insider claim to the estate. An insider claim receives nothing until all of the following have occurred:
  • the claim is allowed by final order
  • the adversary proceeding is resolved
  • all setoff, recoupment and section 502(d) disallowance rights are applied
  • all allowed claims in Classes 1 through 5 are paid in full
• Insider claims are claims held by NCCS, the Schraders, Little Warriors Day School, LLC or their affiliates, insiders, successors or assigns, including claims relating to the lease or the transition agreement. The class includes:
  • the claim scheduled in favor of James Schrader
  • any NCCS claim under the transition agreement or the lease
  • any claim based on the Schrader mortgage
  • any other claim held by a person or entity whose inequitable conduct injured the debtor or its creditors
• The plan bases the subordination on what it describes as inequitable conduct by the Schraders and NCCS. It says that conduct injured the debtor and its creditors and gave insider claimants an unfair advantage. It cites:
  • the diversion of the families' campus loan funds
  • the transfers of the debtor's funds to NCCS, the Schraders and Little Warriors
  • NCCS's grant of the Schrader mortgage
  • the refusal to sign the building purchase agreement and the filing of the eviction case
  • the removal and retention of the debtor's books and records
• The debtor objects to any claim based on the Schrader mortgage and will file an objection. It contends the mortgage is not the debtor's obligation, is not part of the campus purchase price, and can be avoided as a fraudulent transfer.
• The debtor may seek equitable subordination through a claim objection, in the adversary proceeding, or at the confirmation hearing.

Class 7: Equity Interests

• Class 7, equity interests (impaired, deemed to reject): no distribution.
• The debtor is a Florida not-for-profit corporation with 501(c)(3) status. It does not issue equity that can receive profit distributions, and no member, director or officer is entitled to any of its income or assets. The plan states that the equity interests are held by the Educator Board for the not-for-profit purpose.
• Any equity interest anyone asserts receives no distribution. This includes any interest the Schraders assert on account of stock subject to an Irrevocable Proxy and Share Purchase Agreement in favor of Olanrewaju Fayiga. Such interests revest after confirmation, consistent with the not-for-profit purposes approved by the State of Florida and the U.S. Treasury Department.

Retained Causes of Action and Pending Litigation

• All estate causes of action, including avoidance actions, vest in the reorganized debtor on the effective date. They survive confirmation, are not barred by any judicial, equitable or other estoppel, and get the extensions of section 108. The reorganized debtor may abandon, settle or release them without court approval.
• The plan expressly preserves:
  • all claims in the adversary proceeding, including the debtor's claims of equitable ownership of the campus and for specific performance of the transition agreement
  • avoidance actions and other claims over transfers of the debtor's property to NCCS, the Schraders, Little Warriors Day School, LLC and their affiliates, including the transfers described above
  • claims for treble damages, conversion, breach of fiduciary duty and fraudulent transfer against the Schraders and NCCS
  • objections to, and actions to avoid or test the validity of, the Schrader mortgage, the Dudas lien and the liens asserted by the other Class 4 holders
  • claims for turnover of the debtor's books and records
• The plan's injunction specifically bars starting or continuing the Alachua County eviction case. Everyone other than the debtor and the reorganized debtor is barred from pursuing any cause of action the reorganized debtor keeps.

Governance and Management

• From the effective date, the Educator Board governs the reorganized debtor, and current management stays in place under its direction. The board was elected under the transition agreement and has full control over the school's business and operations.
• The post-confirmation board's members will be presented at the confirmation hearing. They may include Olanrewaju Fayiga as principal and board member, Will Frazer as teacher and board member, and Maxim Dolinsky as board member. The plan says the board will likely add members, to be disclosed in connection with the confirmation hearing.
• Fayiga and Frazer stay at the pay the court approved during the case, which is $92,000 per year each as of the filing plus standard employee benefits. Dolinsky serves without salary.
• On the effective date, the reorganized debtor's organizational documents are amended as needed to prohibit nonvoting equity securities and to implement Educator Board governance; the provision also cites not-for-profit conversion provisions in the plan's governance section, though that section provides only for Educator Board governance and the debtor is already a not-for-profit corporation.
• The reorganized debtor acts for the debtor in the fiduciary capacity of a board of directors or trustees. It continues in existence to pursue causes of action, resolve disputed claims, administer the plan and file tax returns.
• The reorganized debtor is liable for its plan administration only for gross negligence, willful misconduct or breach of fiduciary duty, and the estate indemnifies it against claims arising from its plan duties, including defense costs and fees incurred in seeking indemnification, except to that same extent. It is not the agent of any claim holder and may rely on documents it believes genuine and on information from the debtor's former employees.

Releases, Exculpation and Injunction

• As of the effective date, the Releasing Parties release the debtor and the estate from all claims and causes of action relating to the debtor, the case, the claims and interests treated in the plan, their business dealings with the debtor, the restructuring, and the plan. Two exceptions apply:
  • claims arising from intentional fraud, gross negligence or willful misconduct
  • obligations after the effective date under the plan and its implementing documents
• The Releasing Parties are:
  • holders of unimpaired claims and interests that are deemed to accept the plan
  • all holders whose claims or interests are scheduled without being marked contingent, unliquidated or disputed, or who timely filed (or are deemed to have timely filed) proofs of claim
  • all counterparties to executory contracts and unexpired leases assumed or rejected under the plan or during the case
• Releasing-party status depends on scheduling, claim filing and contract-counterparty status. It does not depend on how a holder votes, and the plan provides no opt-out.
• The plan defines the Released Parties as:
  • the debtor
  • its officers and directors serving on or after Dec. 18, 2025, including the Educator Board members
  • the debtor's counsel and accountants who provided services after that date
  • the related parties of each of the above
• The definition excludes any party liable for willful misconduct and any party that is the subject of an avoidance action or insurance claim. It also expressly excludes NCCS, the Schraders, Little Warriors Day School, LLC, their affiliates, any former officer, director, employee or bookkeeper who served before Dec. 18, 2025, and anyone against whom claims or causes of action are asserted.
• The Released Parties definition reaches post-Dec. 18, 2025 officers, directors, counsel and accountants, but the operative release in Section 5.04 runs only in favor of the debtor and the estate. Separately, an effective-date condition requires the confirmation order to provide for the releases, injunctions and exculpation of the Released Parties as the plan provides.
• The debtor and the estate give no release. Notwithstanding anything else in the plan, nothing in the plan or confirmation order releases, waives, exculpates, enjoins or discharges any estate claim against NCCS, the Schraders, Little Warriors Day School, LLC, their affiliates, or any former officer, director, employee or bookkeeper of the debtor who served before Dec. 18, 2025.
• Exculpation:
  • It covers the debtor, the reorganized debtor, and their current or former members, directors, officers, trustees, employees, agents, advisors, attorneys and professionals' representatives.
  • It applies to acts and omissions connected with the plan, the disclosure statement, the case and the administration of the estate. The debtor and reorganized debtor are also not liable for post-confirmation administration.
  • It excludes intentional fraud, gross negligence and willful misconduct.
  • The preservation of estate claims against pre-Dec. 18, 2025 officers, directors, employees and bookkeepers applies notwithstanding the exculpation.
• Injunction: claim holders are permanently barred from pursuing claims against the debtor and the estate. That includes enforcing prepetition judgments, creating or enforcing liens, asserting setoff or recoupment, and pursuing any action inconsistent with the plan, such as the Alachua County eviction case.
• Holders may still:
  • pursue applicable insurance after the case closes
  • take discovery in actions against third parties
  • pursue third-party insurance that does not cover claims against the debtor
  • enforce the plan
  Existing stays remain in effect until a final decree. Insurance coverage is preserved.
• Except where the plan expressly provides otherwise, as with the lien retention for Classes 3 and 4, holders of allowed secured or purportedly secured claims must turn over and release their collateral on the effective date. The collateral reverts to the debtor free and clear.
  • No distribution is made until a holder delivers a lien release.
  • A holder that does not deliver one within 60 days of a demand loses its claim and any distribution.
  • Holders of disputed claims need not deliver a release until the claim is allowed or disallowed.

Conditions to the Effective Date

• The effective date cannot occur unless each of the following is satisfied:
  • the confirmation order has been entered in form and substance satisfactory to the debtor, has become a final order, and has not been stayed, modified or vacated on appeal
  • the confirmation order provides for the releases, injunctions and exculpation of the Released Parties as the plan provides
  • the reorganized debtor or its designee has agreed to act under the plan
  • all actions, documents and agreements needed to implement the plan have been completed or signed and are binding, including receipt of any necessary funding
  • all governmental and third-party approvals and consents, including court approval, have been obtained, are not subject to unmet conditions and are in full force, and all waiting periods have expired without any action that would block the transactions or impose materially adverse conditions on them
• Section 7.01 has no waiver mechanism. However, the plan defines the effective date as a business day chosen by the debtor on which the conditions have been satisfied or, if permitted, waived by the debtor or reorganized debtor, and on which no stay of the confirmation order is in place.
• The reorganized debtor must file notice of the effective date within five business days after it occurs.

Key Dates and Deadlines

Prepetition anchors:

• On or about Nov. 17, 2025: Dudas security interest purportedly granted
• Dec. 17, 2025: date of the transition agreement
• Dec. 18, 2025: cutoff separating released officers and directors (serving on or after) from former management whose estate claims are preserved (serving before)
• March 10, 2026: Schrader mortgage recorded

• Case dates:
  • June 12, 2026: Chapter 11 filing
  • June 19, 2026: adversary proceeding filed
  • Aug. 21, 2026: general claims bar date
  • On or about Oct. 2, 2026: order assuming the transition agreement (Doc. 204)
  • Oct. 9, 2026: date of the plan
  • Dec. 9, 2026: bar date for governmental units, which the plan identifies as 180 days after the petition date
• Cure notices for contracts to be assumed must be served at least 20 days before the confirmation hearing. Counterparties have 10 days from service to object.
• Deadlines measured from the effective date:
  • 30 days after: administrative claim requests and final professional fee applications are due
  • 60 days after: deadline for written requests for payments under $25
  • Claim objections are due by the latest of 60 days after the effective date, 30 days after a timely request for payment or proof of claim is filed and served, or a date the court sets
• Rejection damages claims are due 30 days after the later of the order approving the rejection (including the confirmation order) and the rejection's effective date.
• Final payments are due:
  • Class 2 tax principal: by June 12, 2031
  • Capital City Bank's balance: on the fifth anniversary of the effective date
  • Class 4 balloons: at the end of the 60 months after the effective date
  • Class 5 balloon: on the last day of the 60th month of the plan period

Executory Contracts and Employee Agreements

• The transition agreement was assumed under the order entered on or about Oct. 2, 2026 (Doc. 204), and the reorganized debtor must keep performing under it.
• The plan has two provisions that bear on employee contracts:
  • On the confirmation date, all other executory contracts not already assumed or rejected are deemed rejected.
  • The employee-matters provision says the reorganized debtor assumes the debtor's material employee compensation and benefit plans, and its employment, severance, retirement, indemnification and similar agreements in place on the effective date, unless they are listed on the schedule of rejected contracts in the plan supplement.
• Cure process for contracts to be assumed:
  • A counterparty that receives no cure notice is deemed to have a $0 cure.
  • A counterparty that does not object within 10 days of service is deemed to consent to the cure amount and the assumption.
  • Before the effective date, the debtor may settle cure disputes without court approval.
  • The debtor has 30 days after a final order resolving a cure dispute, or a dispute over whether a contract is executory, to change how the contract is treated.
  • Cures are paid on the effective date, or as soon as practicable after any dispute is resolved.
• Rejection damages claims not filed on time are disallowed. Allowed rejection claims are Class 5 general unsecured claims, or Class 6 insider claims if held by an insider.

Claims Administration and Distributions

• After the effective date, the debtor or reorganized debtor has the exclusive right to object to and resolve disputed claims, and may settle them without court approval. Any party in interest may object to professional fee applications.
• The debtor may ask the court to estimate any claim at any time. The estimate becomes either the allowed amount or a cap, as the court decides. Claims filed after the applicable bar date are expunged on the effective date.
• Disputed claims reserve:
  • By the effective date, the debtor must set aside, in an escrowed or segregated account, enough to pay disputed claims or their pro rata share.
  • The amount is whatever a court order or estimate requires. Without one, it equals what the claim would receive if allowed.
  • Disputed claims receive nothing until allowed.
  • Reserves held for claims that are ultimately disallowed become plan assets.
• The record date for distributions is the close of business on the confirmation date. A distribution counts as timely if made within 30 days of its due date, and no interest accrues for the delay. Class 3 payments instead follow Class 3's own notice-and-cure terms.
• Payments under $25 are not required unless the holder requests payment in writing within 60 days after the effective date. Amounts not requested revert to the estate for distribution.
• Unclaimed distributions:
  • They are not forfeited just because a check goes stale or is returned.
  • Forfeiture requires a court order, after notice reasonably likely to reach the holder.
  • Checks not cashed within 180 days may be voided, but the payment obligation survives.
  • Voided checks are reissued without a fee on a timely written request.

Post-Confirmation Reporting and Plan Modification

• The debtor or reorganized debtor pays all U.S. Trustee fees, with fees fixed as of the confirmation date paid on the effective date. It files quarterly financial reports until the case is closed.
• Under Local Rule 2081-1(B):
  • Debtor's counsel must submit the proposed confirmation order within 21 days after the hearing at which the plan is confirmed, and serve it with the confirmed plan on all creditors and the U.S. Trustee.
  • Because the plan needs more than 120 days to complete, the reorganized debtor files status reports starting the third month after the effective date and every three months after that.
  • Because some classes are paid over more than 180 days from confirmation, the reorganized debtor must give each allowed holder in those classes an instrument evidencing the debt. It is due within 30 days after all objections to claims in that class are resolved, or within 60 days after entry of the confirmation order if there are no objections.
• The plan is deemed substantially consummated on the effective date. Upon substantial consummation, the reorganized debtor will move for a final decree.
• Subject to section 1127 and Bankruptcy Rule 3019, the debtor may alter, amend, modify, revoke or withdraw the plan before substantial consummation. It may amend or supplement the plan before or after the confirmation hearing to the extent the law allows.
• Notice of any amendment that materially harms creditors or interest holders goes to the parties the court directs. Plan supplement documents may be amended through the effective date.