GBI Services - Chapter 11 Plan Terms

Plan Terms

Overview

• The debtors, the renamed Nicklaus Companies group now led by Golf Services Wind Down, LLC, filed an amended combined disclosure statement and joint Chapter 11 plan of liquidation on Aug. 26, 2026, distributing already-monetized cash to creditors after the sale of substantially all assets closed in March and April 2026.
• The two sales are done and the estate is now essentially all cash: 20 Majors, LLC bought the core business for $35.7 million in cash, and Global Destinations, LLC bought the debtors' Gulfstream G-V for $7.355 million. The 20 Majors bid prevailed at a six-overbid auction over Iconix International's $50 million stalking-horse offer, which reached only the marketing business and brand intellectual property and was conditioned on a new name, image and likeness agreement with Jack Nicklaus; the special committee selected 20 Majors as highest and best on the economic and noneconomic terms, its bid carrying Mr. Nicklaus' waiver of claims asserted at approximately $57 million and junior term loan lender PMP Nick's waiver of its asserted security interests and over $225 million of asserted claims. Following the aircraft closing, the debtors had no outstanding secured debt under the DIP facility or any prepetition credit facility.
• The plan is a liquidating plan for each debtor separately, subject to limited substantive consolidation for voting and distribution purposes only. On the effective date, assets and liabilities are treated as merged, each claim becomes a single claim against a single obligation of all debtors, intercompany guarantees are eliminated and canceled, and holders share in available assets without regard to which debtor was originally liable. Corporate structures are otherwise unaffected.
• Nothing in the plan or confirmation order grants the debtors a discharge under section 1141(d).

Key Dates

• Petition date: Nov. 21, 2025
• Conditional approval of the combined plan and disclosure statement for solicitation: July 16, 2026 (Docket No. 513)
• Voting deadline: Aug. 17, 2026 at 5:00 p.m. (prevailing Eastern Time)
• Confirmation objection deadline: Aug. 20, 2026 at 4:00 p.m. (prevailing Eastern Time)
• Confirmation hearing: Sept. 1, 2026 at 10:00 a.m. (prevailing Eastern Time)

Treatment of Claims and Estimated Recoveries

• Only Classes 3A and 3B vote. The plan's distributable economics run through cash on hand, three reserves, and a $75,000 convenience pool.
  • Class 3A general unsecured claims, estimated at $296 million, recover an estimated 1.5%, taking a pro rata share of residual cash on hand plus a pro rata share of the residual reserve amount. Impaired and entitled to vote.
  • Class 3B convenience claims, estimated at $1.5 million, recover an estimated 5.0%, each holder taking the lesser of 5% of its allowed claim and its pro rata share of the convenience class cash pool. Impaired and entitled to vote. A convenience claim is any non-priority unsecured claim allowed at $600,000 or less.
  • Class 1 other priority claims and Class 2 secured claims are both estimated at $0 and are unimpaired and presumed to accept. Priority holders are paid in full in cash absent an agreement for other treatment; secured holders receive whatever treatment they agree to or, at the debtors' option, payment in full, their collateral, or other treatment leaving them unimpaired under section 1124.
  • Class 4 intercompany claims, estimated at $175 million, recover 0% and do not vote. Each such claim is reinstated, set off or canceled without distribution, or otherwise addressed at the option of the applicable debtor or the plan administrator.
  • Class 5 equity interests are canceled and released without distribution, recover 0%, and are deemed to reject.
• The general unsecured class is where the whole prepetition stack lands. The plan designates as general unsecured claims the term loan lender claims, allowed at $250 million under the sale order settlement; the 2007 revolving credit facility owed to Emigrant Savings Bank – Manhattan, roughly $8.5 million drawn against a $10 million commitment at the petition date and treated as unsecured because its financing statements had lapsed before the filing; the aircraft debt owed to ChallengerAA, $15.6 million at the petition date and left unsecured once the sale proceeds were paid over to the plane lender; and the 2011 receivables facility with LBI Capital, LLC, $3.2 million outstanding, in each case including any such claim against a direct or indirect subsidiary of Nicklaus Companies.
• Unclassified claims are paid in cash in full: administrative expense claims and priority tax claims on or as soon as practicable after the effective date, subject to the administrative expense bar date 30 days after the effective date; professional fee claims within three business days of the order allowing them, from a segregated professional fee reserve held in trust for the professionals and not property of the estates, with any shortfall becoming an allowed administrative expense claim.
• The debtors and plan administrator may modify the treatment of an allowed claim or interest after the effective date only adversely to that holder and only with its consent.

Sale Order Settlement

• The comprehensive settlement embedded in the WholeCo sale order, reached with the prepetition junior term loan lender, Mr. Nicklaus, former Nicklaus Companies board chairman Howard P. Milstein and other key stakeholders, is what sizes the general unsecured pool:
  • Mr. Nicklaus waived and released all of his claims against the estates, asserted at approximately $57 million.
  • PMP Nick, LLC, the prepetition junior term loan lender, of which Mr. Milstein is president and chief executive, agreed that all prepetition junior term loan obligations would be non-priority unsecured claims against the prepetition junior term loan obligors, allowed at $250 million, down from approximately $462.2 million outstanding at the petition date.
  • The debtors, Mr. Nicklaus, Mr. Milstein and their respective related parties agreed to the cessation and release of all litigation, including the special committee's adversary proceeding against PMP Nick, which sought to avoid the liens PMP Nick purported to perfect on the prepetition junior term loan obligations through UCC-1 financing statements filed in November 2025 and which has been dismissed.

Wind-Down and the Plan Administrator

• L. Spencer Wells, one of the two independent managers appointed to the board and special committee before the filing, becomes plan administrator on the effective date, compensated at $20,000 per month plus the reasonable documented fees and expenses of retained professionals and any indemnification claims, all payable from the plan administrator reserve without further court order; no bond or surety is required unless the court orders one, and a form of his plan administrator agreement comes with the plan supplement.
• The plan administrator may effect all actions necessary to perform its duties, establish disbursement accounts, make distributions, object to claims, employ and compensate professionals, assert the debtors' claims, causes of action, setoff rights and equitable defenses, and exercise such other powers as are vested by court order or as it deems necessary to implement the plan. It may also settle claims without court approval, and it must file any claim objections by the first business day 180 days after the effective date, subject to extension by the court.
• Three reserves are funded from cash on hand on the effective date: the claims reserve for anticipated allowed administrative expense, priority tax, other priority and secured claims, in an amount determined by the debtors; the plan administrator reserve; and the professional fee reserve, sized to the professionals' good-faith estimates of unpaid fees. Residual cash on hand is what remains after funding the reserves and the convenience pool; the residual reserve amount is what remains in the reserves after those claims, allowed professional fee claims and plan administrator expenses are paid or fully reserved for, plus all distributions a holder has not claimed within 90 days. The debtors expect the reserves to suffice but flag that as of the anticipated confirmation date no deadline to assert postpetition administrative expense claims will have been set.
• On the effective date, the debtors' directors, officers and managers are discharged and terminated automatically, and the plan administrator becomes the sole director, officer, member and manager of each post-effective date debtor. Non-debtor equity interests, which the debtors do not believe have value to the estates, are deemed abandoned under section 554.
• The post-effective date debtors and their non-debtor subsidiaries may be dissolved immediately after the effective date, and any not previously dissolved are deemed dissolved upon the final distributions.
• Every debtor other than Nicklaus Companies, which is treated as a partnership, is a disregarded entity, and the debtors do not expect the liquidation to generate federal income tax liability at the debtor level.

Distributions

• Several mechanics cut against the headline recovery. Interest does not accrue on any claim on or after the petition date, and no prepetition claim is allowed to the extent it is for postpetition interest except as section 506(b) permits for secured holders. Distributions are allocated to principal first and only then to accrued but unpaid interest. Nothing is distributed on a claim of less than $50.00 in the aggregate, and a holder below that floor is forever barred from asserting the claim for that distribution, with the undistributed cash remaining property of the estates. If the cash available for the final distribution is less than the cost of distributing it, the plan administrator may donate the funds to unaffiliated charities of its own choosing.
• The distribution record date is seven days before the effective date, later for administrative expense claims (other than professional fee and section 503(b)(9) claims) and for claims arising from rejection of executory contracts. The plan administrator has no obligation to recognize transfers after that date. Distributions go to the address on the proof of claim, any later written change, or the schedules; undeliverable distributions are held until they become deliverable or become unclaimed.
• No payment is made on any portion of a disputed claim until all objections are resolved by final order, settled, or otherwise permitted under the plan. Beyond the three funded reserves, the plan administrator is authorized to establish one or more cash reserves for disputed claim holders and may, but need not, establish one or more disputed claims reserves to facilitate distributions to allowed holders, potentially electing to treat any such reserve as a disputed ownership fund under section 1.468B-9 of the Treasury regulations, in which case it is a separate taxable entity and all parties must report consistently with that treatment.

Executory Contracts and Indemnification

• All executory contracts and unexpired leases are deemed rejected on the effective date unless already assumed or rejected by court order, including under the sale orders, already expired or terminated, subject to an assumption motion filed on or before the effective date, or listed on the assumption schedule coming with the plan supplement. Cure amounts are paid in cash on or as soon as practicable after the effective date, and rejection damages claims must be filed within 30 days after service of notice of the effective date and are treated as Class 3A or 3B claims.
• The assumption process runs on short deadlines and deemed consent. The debtors serve counterparties to be assumed at least 14 days before the confirmation hearing, setting out the proposed cure amount, and any objection to the assumption, assignment or cure amount must be filed and actually received within 10 days of that service, or such shorter period as agreed or authorized. A counterparty that does not object timely is deemed to have assented notwithstanding any anti-assignment or change-of-control provision, and is barred from later challenging the assumption. The debtors may settle any assumption dispute without further notice or court order, and where the dispute is over the cure amount alone they may assume before it is resolved so long as they reserve cash sufficient to cover the full amount asserted. Assumption releases and satisfies all claims and defaults, monetary or nonmonetary, arising under the contract before assumption.
• Indemnification obligations for current and former directors, officers, managers and employees survive unimpaired: they are not discharged, limited or terminated by the plan or the confirmation order, they run on terms no less favorable than those in place before the effective date whether the underlying act occurred before or after the petition date, and they are assumed as executory contracts and continue as obligations of the post-effective date debtors. Neither the plan nor the confirmation order alters the debtors' insurance policies, including the D&O policies, or the coverage under them.

Conditions to Effectiveness and Modification

• The effective date is a business day the debtors select, on or promptly after satisfaction or waiver of four conditions: delivery of all documents required under the plan; entry of the confirmation order without any stay or injunction in effect; appointment of the plan administrator; and establishment and funding of the reserves. The debtors may waive any condition in whole or in part without notice or court order. If every condition is not satisfied or waived within 60 days of the confirmation date, any party in interest may move to vacate the confirmation order, which the court will not do if the debtors satisfy or waive the remaining conditions before any vacatur order becomes final.
• PMP Nick holds a consent right over plan changes: the debtors will not modify the plan in a manner prejudicial to PMP Nick or its rights under the plan without PMP Nick's express written consent, and the same consent is required for the nonmaterial mechanical changes that would substitute a liquidating trust to hold and wind down the post-effective date debtors. The plan administrator may separately establish a liquidating trust after the effective date with court approval.

Releases, Exculpation and Injunctions

• Released parties are the post-effective date debtors; the plan administrator; PMP Nick as prepetition junior term loan lender; FundNick, LLC in its capacities as both prepetition priority bridge loan lender and DIP lender; ChallengerAA LLC as plane lender; and the related parties of each of the foregoing and of the debtors. Two of the three released lenders are Milstein-affiliated: Mr. Milstein controlled PMP Nick, and FundNick is an entity affiliated with him.
• Releasing parties are the debtors, the post-effective date debtors, the plan administrator, the same lender parties in the same capacities, and each Class 3A or 3B holder that affirmatively opts in, together with the affiliates and related parties each such entity is legally entitled to bind. Third-party releases are therefore opt-in, not opt-out. The U.S. Trustee is not required to file a proof of claim and is not treated as providing any release.
• The debtor release covers claims the debtors, the estates or the plan administrator could assert in their own right or on behalf of any holder, including derivative claims, arising from the debtors and their affiliates, the estates, restructuring efforts, intercompany transactions, the Chapter 11 cases, the DIP facility, the sales, and the negotiation, confirmation, consummation and administration of the plan, for acts or omissions on or before the effective date. The holder release runs to the same released parties on materially parallel terms.
• The debtors rest the releases on two grounds: several released parties were already released under the WholeCo sale order settlement, and as to any party not covered there, the special committee, after a thorough investigation, does not believe viable claims exist or are worth pursuing.
• Exculpated parties are the debtors and their directors, officers, managers, managing members and professionals serving between the petition date and the effective date. Exculpation covers acts and omissions in that window relating to the cases, the DIP facility, the sales, and the plan, except for willful misconduct or gross negligence determined by final order; reliance on advice of counsel remains available as a defense.
• Two injunctions back the releases: holders of released claims are barred from suing, enforcing judgments, creating or perfecting liens, setting off or seeking contribution, and from any proceeding inconsistent with the plan; and all holders of claims or interests are enjoined from the same actions against the debtors, the estates, the plan administrator and their property, with the injunction as to the debtors lasting only until all remaining estate property has been distributed and the plan fully administered.

Sale Process Background

• The sale process launched Dec. 8, 2025 with Cassel Salpeter as investment banker, and the court entered bidding procedures following a contested hearing on Jan. 8, 2026. Cassel Salpeter contacted 126 financial and strategic parties on the core assets; 60 requested a non-disclosure agreement and 27 signed and received data room access to over 600 documents.
• Iconix International Inc. was designated stalking horse on Feb. 3, 2026 for the marketing business and brand intellectual property at a cash price of $50 million plus assumed liabilities, conditioned on a new agreement with Mr. Nicklaus regarding his name, image and likeness; the court approved entry into the stalking horse agreement and bidding protections on Feb. 9, 2026.
• Two more bids followed: 20 Majors at $30 million, supported by Mr. Nicklaus, and a bid from PMP Nick supported by a credit bid from the DIP lender. All three were designated qualified bidders on Feb. 22, 2026, and the auction opened Feb. 23 and ran several days under special committee oversight, producing six overbids on the record.
• 20 Majors' final bid on Feb. 27, 2026 was $35.7 million in cash, $700,000 of which the debtors may elect to have satisfied in whole or part through assumption of certain liabilities, and carried the Nicklaus claim waiver and PMP Nick's agreement to waive its asserted security interests and over $225 million of its asserted claims. The special committee selected it as highest and best; the auction closed March 4, 2026, the sale order was entered March 9, 2026, and the sale closed March 27, 2026. The debtors paid all DIP obligations in full from the sale proceeds, including PIK interest and the DIP lender's professional fees and expenses.
• On the aircraft, Cassel Salpeter contacted 33 potential buyers and received five qualified bids. Global Destinations raised its bid to $7.355 million and the plane lender to $7.2 million, with no other bidder willing to improve; the debtors determined an auction was unnecessary and declared Global Destinations the successful bidder. The sale order was entered April 9, 2026 and the transaction closed April 24, 2026, with proceeds distributed to the plane lender, leaving the plane indebtedness unsecured.

Path Into Chapter 11

• Nicklaus Companies, the parent debtor now renamed Golf Companies Wind Down, was formed in May 2007 when Jack W. Nicklaus transferred his golf course design, golf equipment manufacturing, licensing, marketing and promotional businesses, including his name, image and likeness and related trademarks and copyrights, in a transaction financed by a $145 million loan from the entity now known as PMP Nick. At the petition date the company designed golf courses, developed golf and real estate communities, and licensed lifestyle products under the Jack Nicklaus and Golden Bear brands, with roughly 30 employees and contractors and fiscal 2024 net sales of approximately $17.6 million from 67 projects, split about $7.7 million from course design and $9.9 million from licensing. Behind those licensing fees sat more than 440 courses designed or renovated across over 45 countries and 40 states with more than 65 in process, over 1,000 tournaments hosted, and 2024 worldwide retail sales of branded merchandise exceeding $120 million.
• The capital structure never fit the revenue. The 2007 term loan was a secured convertible facility bearing 8.5%, with the borrower required to issue the lender a PIK note, itself accruing at 8.5%, for any quarter in which operating cash flow fell short of cash interest. Because annual revenues never covered approximately $12.3 million of annual cash interest, PIK notes issued virtually every quarter from shortly after inception, reaching roughly $331 million by November 2025 and growing the term loan balance from $145 million to approximately $462 million; by 2024 annual interest under that agreement exceeded $30 million, more than total annual revenues. The plan describes the lender's liens on substantially all assets and equity of the term loan obligors as only allegedly secured.
• Three years of litigation between Mr. Nicklaus and the company and Howard P. Milstein, its former chairman and the chief executive of PMP Nick, ran in parallel: a Florida arbitration in which the arbitrator's July 2, 2024 interim award granted Mr. Nicklaus declaratory relief on his right to compete under his own name; a New York action by the company dismissed on summary judgment March 24, 2025, from which the company noticed an appeal on April 18, 2025; and a Florida defamation action in which a jury on Oct. 20, 2025 cleared the individual defendants but found Nicklaus Companies liable and awarded Mr. Nicklaus $50 million in compensatory damages.
• The debtors filed on Nov. 21, 2025, the same day the Florida court denied all three post-trial motions, to head off a judgment lien and enforcement against their assets before any final judgment was entered.
• Financing came from inside the stack. In early November 2025 the company retained Weil and Alvarez & Marsal and appointed L. Spencer Wells and Alan J. Carr as independent managers to a special committee with sole authority over strategic alternatives, case administration, investigation of claims against insiders and related parties, and litigation defense. The committee negotiated and approved prepetition priority bridge loans from FundNick, an entity affiliated with Mr. Milstein, initially funded at approximately $3.1 million with a $2.4 million delayed draw commitment. Cassel Salpeter solicited DIP financing from 13 third-party lenders, all offered the chance to refinance the bridge loans, and none produced an actionable proposal.
• The resulting DIP facility with FundNick was a superpriority, senior secured facility of up to $17 million, $10 million available on the interim order entered Nov. 26, 2025 and $7 million more on the final order entered Jan. 15, 2026, which also authorized an additional borrowing of up to $2 million on or after Feb. 9, 2026. It bore interest at 8.50% per annum payable in kind, carried no fees, and was prepayable without penalty. The bridge loan obligations were repaid by conversion into DIP obligations upon entry of the interim order.

Best Interests Test

• The liquidation analysis assumes conversion on or about Aug. 28, 2026 and a six-month wind-down by a Chapter 7 trustee, using the debtors' bank balance as of June 26, 2026 rolled forward and claims estimated off the books and records as of March 31, 2026; following the two sales, cash and equivalents are the only material asset remaining on the balance sheet, carried at $4.8 million of distributable value and $4.4 million after the estimated Chapter 7 trustee and professional fees. Administrative and priority claims of $225,000 are paid in full, leaving roughly $4.1 million for unsecured creditors.
• General unsecured recoveries fall to 1.4% in Chapter 7 against 1.5% under the plan, the gap driven by Chapter 7 trustee fees and incremental professional fees charged against the $4.8 million of distributable value from assets. The analysis puts trustee fees at approximately $166,000 while describing that same charge as 2.4% to 2.5% of distributable value, a percentage its own $4.8 million base does not support; incremental professional fees of approximately $238,000 do track the roughly 5% it cites. The exhibit combines Classes 3A and 3B into a single general unsecured line, carrying them at $297.4 million, and assumes all intercompany claims are eliminated.

Confirmation Mechanics

• Acceptance by an impaired class requires more than half in number and two-thirds in dollar amount of the claims voting, and at least one impaired class excluding insiders must actually vote to accept. If any impaired class rejects or is deemed to reject, the debtors request confirmation under section 1129(b) without delaying the confirmation hearing or effective date, and the plan itself constitutes the motion for that relief.
• No official committee of unsecured creditors was appointed in the cases.