GBI Services - Chapter 11 Plan Terms

Plan Terms

Overview

• Golf Services Wind Down, LLC and its debtor affiliates (collectively, the “Debtors”) propose the Debtors’ Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation (the “Combined Plan and Disclosure Statement”) pursuant to sections 1125 and 1129 of the Bankruptcy Code.
  • The Combined Plan and Disclosure Statement constitutes a joint liquidating chapter 11 plan that provides for the Distribution of the Debtors’ Assets—already liquidated or to be liquidated over time—to Holders of Allowed Claims in accordance with the priority of claims provisions of the Bankruptcy Code.
  • Except for the limited substantive consolidation proposed therein, the Combined Plan and Disclosure Statement constitutes a separate chapter 11 plan for each Debtor.
• The Debtors each filed voluntary chapter 11 petitions on the Petition Date, November 21, 2025. No trustee, examiner, or statutory committee of creditors has been appointed in these Chapter 11 Cases.

Company Background

• Nicklaus Companies, LLC (together with its Debtor and non-Debtor subsidiaries, the “Company”) was founded in May 2007, when Jack W. Nicklaus transferred his golf course design, golf equipment manufacturing, licensing, marketing, and promotional businesses—including intellectual property rights, Mr. Nicklaus’ name, image, and likeness, and various trademarks and copyrights—to Nicklaus Companies in a transaction financed by a $145 million loan from the Prepetition Junior Term Loan Lender (the “May 2007 Transaction”).
• As of the Petition Date, Nicklaus Companies and its subsidiaries operated in golf-course design, the development of golf and real estate communities, and the marketing and licensing of lifestyle products worldwide under the Jack Nicklaus™ and Golden Bear™ brands.
  • For the fiscal year ending 2024, net Company sales totaled approximately $17.6 million, comprised of approximately $7.7 million from the golf course design business and $9.9 million from licensing businesses.
  • As of the Petition Date, the Debtors had approximately 30 employees and contractors.

Prepetition Debt Structure

• As of the Petition Date, the Debtors had approximately $493,172,485 in prepetition funded debt obligations, consisting of:
  • Prepetition Priority Bridge Loans—a multiple draw term loan facility under a November 14, 2025 Credit Agreement, with approximately $3.7 million outstanding.
  • Prepetition Junior Term Loan—a secured convertible term loan facility under a May 25, 2007 Term Loan and Guaranty Agreement in an aggregate principal amount of $145 million, on which interest accrued at 8.5% and was paid-in-kind in certain circumstances through the issuance of notes (the “PIK Notes”); approximately $462,248,071 was outstanding (including PIK Notes).
  • Prepetition Revolving Credit Agreement—a September 11, 2007 facility with Emigrant Savings Bank – Manhattan (as successor in interest to Emigrant Business Credit Corp.) providing a maximum committed amount of $10 million in revolving credit; approximately $8.5 million was outstanding.
  • Plane Indebtedness—amounts owing by Debtor NIJN under the Aircraft Financing Agreement and Master Note, of not less than $15,575,421.45.
  • 2011 Prepetition A/R Facility—a June 23, 2011 Receivables Purchase Agreement under which Nicklaus Companies and Nicklaus Design conveyed certain receivables to LBI Capital, LLC in exchange for approximately $3.2 million; $3,156,057 remained outstanding.

Events Leading to the Chapter 11 Filing

• For the fiscal year ending 2024, net Company sales of approximately $17.6 million from 67 projects were insufficient to cover the Company’s annual interest obligations under the Prepetition Junior Term Loan Agreement, which by 2024 exceeded $30 million per annum (inclusive of payable-in-kind interest on the accumulated balance).
  • By November 2025, the Company had issued approximately $331 million in PIK Notes, and the total amount outstanding under the Prepetition Junior Term Loan Agreement (including PIK Notes) had grown from the original $145 million to approximately $462 million.
• The Petition Date was preceded by three years of litigation between Mr. Nicklaus, on the one hand, and Nicklaus Companies and Mr. Howard P. Milstein—the former Chairman of the Board of Nicklaus Companies and the President and Chief Executive Officer of the Prepetition Junior Term Loan Lender (as well as other Company executives)—on the other hand.
  • On October 20, 2025, following more than a year of discovery, further litigation, and a jury trial, the jury in the Florida Action found that the individual defendants had no liability to Mr. Nicklaus but found Nicklaus Companies liable for defamation, awarding Mr. Nicklaus $50 million in compensatory damages.
• The Debtors filed for chapter 11 protection on November 21, 2025, immediately following the entry of the orders denying the Company’s post-trial motions in the Florida Action, to avoid, among other things, the filing of a judgment lien that would have led to enforcement on the Debtors’ assets.

DIP Financing

• Leading up to the Petition Date, and under the supervision of the Special Committee, Cassel Salpeter solicited interest in debtor-in-possession financing from 13 prospective third-party lenders, each of whom was offered the opportunity to refinance the Prepetition Priority Bridge Loans; none were willing to move forward with an actionable proposal.
• The Debtors ultimately obtained the DIP Facility, a superpriority, senior secured debtor-in-possession financing facility with the DIP Lender (FundNick) in an aggregate principal amount not to exceed $17,000,000, of which $10,000,000 was made available upon entry of the Interim DIP Order and an additional $7,000,000 upon entry of the Final DIP Order.
  • Pursuant to the Interim DIP Order, the Debtors repaid all Prepetition Priority Bridge Loan Obligations by converting such amounts to DIP Obligations.
  • The Final DIP Order authorized the Debtors to request an additional borrowing of up to $2,000,000 under the DIP Facility on or after February 9, 2026.
  • The DIP Facility accrued interest at 8.50% per annum, payable in kind, had no fees, and was pre-payable at any time without penalty.
• Pursuant to the Final DIP Order and the WholeCo Sale Order, the Debtors paid all DIP Obligations in full with the proceeds from the WholeCo Sale, including interest paid in kind and all unpaid fees and expenses of the DIP Lender’s professionals.

Sale Transactions

• On December 8, 2025, the Debtors, with the assistance of Cassel Salpeter, commenced a postpetition marketing process to solicit bids for the potential sale of substantially all of the Debtors’ assets, engaging in two separate sale and marketing processes: (i) the sale of substantially all of the Debtors’ core business, and (ii) the sale of the Debtors’ aircraft assets, which included a Gulfstream Aerospace model G-V aircraft.
• WholeCo Sale:
  • Cassel Salpeter contacted 126 potential financial and strategic investors to solicit bids for the Debtors’ core assets; 60 requested a non-disclosure agreement, and 27 signed non-disclosure agreements and were provided access to the data room containing over 600 documents.
  • On February 3, 2026, following several weeks of negotiations, Iconix (the “Stalking Horse Bidder”) agreed to enter into a stalking horse agreement for the sale of certain assets related to the Debtors’ marketing business and brand intellectual property, at a cash purchase price of $50,000,000 plus the assumption of certain assumed liabilities, but conditioned on a new agreement with Mr. Nicklaus regarding the use of his name, image, and likeness.
  • The Debtors subsequently received two additional bids for the core business assets: (i) a bid from 20 Majors with a purchase price of $30,000,000, supported by Mr. Nicklaus, and (ii) a bid from the Prepetition Junior Term Loan Lender, supported by a credit bid by the DIP Lender. On February 22, 2026, the Debtors designated Iconix, 20 Majors, and the Prepetition Junior Term Loan Lender as Qualified Bidders.
  • The Auction commenced on February 23, 2026, and six overbids were made on the record. On February 27, 2026, 20 Majors submitted its final bid, with a purchase price of $35,700,000 in cash, $700,000 of which may be satisfied, at the Debtors’ election, in whole or in part, through the assumption of certain liabilities.
  • The Special Committee determined that the 20 Majors bid was the highest and best offer for the Debtors’ assets (the “Successful Bid”). On March 4, 2026, the Debtors declared the bid the Successful Bid, closed the Auction, and filed the Notice of Successful Bidder, designating 20 Majors as the Successful Bidder.
  • On March 9, 2026, the Bankruptcy Court entered the WholeCo Sale Order approving the sale of the Transferred Assets to 20 Majors, and the WholeCo Sale transaction closed on March 27, 2026.
• Aircraft Sale:
  • The aircraft assets consisted of one Gulfstream Aerospace model G-V aircraft (manufacturer’s serial number 538 and U.S. Registration No. N1271M), together with related engines, auxiliary power unit, parts, and aircraft documents, owned by Debtor NIJN-V, LLC.
  • Cassel Salpeter contacted 33 potential buyers, and the Debtors received five Qualified Bids for the Aircraft. Following discussions, Global Destinations increased its bid to $7,355,000 and the Plane Lender increased its bid to $7,200,000.
  • The Debtors determined that an auction was not necessary and declared Global Destinations the successful bidder. The Bankruptcy Court entered the Aircraft Sale Order on April 9, 2026, and the Aircraft Sale Transaction closed on April 24, 2026.
  • Upon the closing and distribution of the Aircraft Sale proceeds to the Plane Lender, the Plane Indebtedness became unsecured. As a result, following the closing of the Aircraft Sale, the Debtors had no outstanding secured debt under the DIP Facility or any of their prepetition credit facilities.

WholeCo Sale Settlement

• As part of the WholeCo Sale, the Debtors reached a comprehensive settlement with the Prepetition Junior Term Loan Lender, Mr. Nicklaus, Mr. Milstein, and other key stakeholders. The 20 Majors bid was supported by Mr. Nicklaus and Mr. Milstein and their respective affiliates.
• The terms of the settlement, set forth in the WholeCo Sale Order, provided, among other things, that in connection with the WholeCo Sale:
  • Mr. Nicklaus agreed to waive and release all of his claims against the Debtors’ Estates, asserted in an amount of approximately $57 million.
  • The Prepetition Junior Term Loan Lender agreed that any and all Prepetition Junior Term Loan Obligations shall be non-priority unsecured claims against the Prepetition Junior Term Loan Obligors and allowed in the amount of $250,000,000 (the “Allowed Prepetition Term Loan Lender Claim”), reflecting its agreement to waive its asserted security interests and over $225 million of its asserted claims.
  • The Debtors, Mr. Nicklaus, Mr. Milstein, and their respective related parties agreed to the cessation and release of all litigation, including the Adversary Proceeding, which has been dismissed.
• Pursuant to Bankruptcy Rule 9019, and in consideration for the classification, distribution, and other benefits provided under the Combined Plan and Disclosure Statement, the settlements contained therein constitute a good-faith compromise and settlement of all Claims or controversies resolved thereby.

Treatment of Claims and Equity Interests

• Each Holder of an Allowed General Unsecured Claim will receive its Pro Rata share of the (x) Residual Cash on Hand and (y) Residual Reserve Amount.
• Each Holder of an Allowed Convenience Claim will receive the lesser of (x) 5% of its allowed claim amount and (y) its Pro Rata share of the Convenience Claims Cash Pool.
  • A “Convenience Claim” means any non-priority unsecured Claim that is Allowed in the amount of $600,000 or less.
  • The Convenience Class Cash Pool consists of Cash equal to $75,000, to be funded from Cash on Hand as of the Effective Date.
• Class 1 (Other Priority Claims) and Class 2 (Secured Claims) are Unimpaired; their Holders are presumed to have accepted the Combined Plan and Disclosure Statement and are not entitled to vote.
• Each Allowed Intercompany Claim (Class 4) shall, at the option of the applicable Debtor or the Plan Administrator, be reinstated, cancelled and released without any distribution, or otherwise addressed.
• Estimated Allowed Claims and recoveries by Class (estimates only; not amounts actually asserted in Proofs of Claim): Class 3A General Unsecured Claims—approximately $296 million, estimated recovery approximately 1.5%; Class 3B Convenience Claims—approximately $1.5 million, estimated recovery approximately 5.0% (recovery is capped at 5% of each Allowed Convenience Claim); Class 4 Intercompany Claims—approximately $175 million, 0%; and Class 5 Equity Interests—0%. The Debtors’ hypothetical chapter 7 liquidation analysis estimates a comparable General Unsecured recovery of approximately 1.4%, supporting satisfaction of the best-interests test under section 1129(a)(7).
• Each Holder of an Allowed Secured Claim shall receive, on the Effective Date (or as soon thereafter as reasonably practicable, or when the Claim becomes Allowed), either (a) such treatment as such Holder agrees, or (b) at the Debtors’ option, (i) payment in full in Cash, (ii) the collateral securing such Claim, or (iii) such other treatment rendering the Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code.
• On the Effective Date, all Equity Interests in each of the Debtors shall be cancelled and released without any distribution or retention of any property on account of such Equity Interests.

Plan Administrator

• L. Spencer Wells will be appointed as Plan Administrator on the Effective Date, pursuant to Article IX.A, to administer the Estates and wind down the Debtors in accordance with the Combined Plan and Disclosure Statement and the Plan Administrator Agreement.
• Plan Administrator Expenses include all reasonable and documented fees, expenses, and costs incurred by the Plan Administrator—including compensation of the Plan Administrator in the total amount of $20,000 per month and the reasonable fees and expenses of professionals or other Persons retained by the Plan Administrator—as well as any claim for indemnification of the Plan Administrator and any other party entitled to indemnification.

Releases

• The “Released Parties” include: (i) the Post-Effective Date Debtors; (ii) the Plan Administrator; (iii) the Prepetition Junior Term Loan Lender; (iv) the Prepetition Priority Bridge Loan Lender; (v) the DIP Lender; (vi) the Plane Lender; (vii) the Related Parties of each of the foregoing; and (viii) the Related Parties of the Debtors.
• The “Releasing Parties” include: (i) the Debtors; (ii) the Post-Effective Date Debtors; (iii) the Plan Administrator; (iv) the Prepetition Junior Term Loan Lender; (v) the Prepetition Priority Bridge Loan Lender; (vi) the DIP Lender; (vii) the Plane Lender; (viii) each Holder of a Claim in Class 3A or 3B who affirmatively opts in to the releases; and (ix)–(x) the current and former Affiliates and Related Parties of each of the foregoing that such Entity is legally entitled to bind.
• The releases being provided by Holders of Claims are consensual, and the releases being provided by the Debtors and the Estates meet the standard for approval under applicable law because, among other things, (i) several of the Released Parties have already been released pursuant to the settlement set forth in the WholeCo Sale Order, and (ii) to the extent a Released Party was not released pursuant to such settlement, the Special Committee, after conducting a thorough investigation, does not believe any viable claims against such parties exist and/or are worth pursuing.

Exculpation

• The “Exculpated Parties” consist of (a) the Debtors and (b) the directors, officers, managers, managing members, and Professionals of the Debtors serving in such capacities at any time between the Petition Date and the Effective Date.
• Nothing in the Plan or the Confirmation Order shall grant the Debtors a discharge pursuant to section 1141(d) of the Bankruptcy Code.

Plan Support and Voting

• On July 16, 2026, the Bankruptcy Court entered the Conditional Approval and Procedures Order, conditionally approving the Combined Plan and Disclosure Statement for solicitation purposes only and authorizing the Debtors to solicit it.
• The Confirmation Hearing has been scheduled for September 1, 2026 at 10:00 a.m. (prevailing Eastern Time) to consider (a) final approval of the Combined Plan and Disclosure Statement as providing adequate information pursuant to section 1125 of the Bankruptcy Code and (b) confirmation pursuant to section 1129 of the Bankruptcy Code.
• Unless otherwise ordered by the Bankruptcy Court, only Holders of Allowed Claims in Classes 3A and 3B may vote on the Combined Plan and Disclosure Statement, with a Voting Deadline of August 17, 2026 at 5:00 p.m. (prevailing Eastern Time).
• The Debtors support confirmation of the Combined Plan and Disclosure Statement and recommend that all Holders of Claims entitled to vote submit votes to accept it.