LIV Golf New Jersey - Chapter 11 Case Summary

LIV Golf has filed for Chapter 11 bankruptcy after The Public Investment Fund of the Kingdom of Saudi Arabia declined to provide further equity funding, having invested approximately $5 billion since the league's inception. The league operated at a loss in every year of its five-year span of operations. The cases are engineered around a going-concern reorganization anchored by a $300 million investment from BC Partners, with an orderly wind-down through a liquidating trust as the alternative; a $49.6 million new-money DIP facility from PIF is sized to fund the Debtors through either outcome.

Business Description

LIV Golf New Jersey LLC and its affiliated debtor entities (collectively, the "Debtors," "LIV Golf" or the "Company") own and operate a global golf league (the "League") featuring 13 teams, a 14-tournament schedule, and 57 golfers. The League was positioned as an alternative to the PGA Tour and DP World Tour, and its format departs from those tours in three respects: shotgun starts, which compress the average pace of play from the 10 to 12 hours of a traditional tournament to 4.5 hours; a team competition layered on top of individual play; and a festival-style event atmosphere built around fan entertainment, celebrity appearances, and concerts.

The ultimate equity owner is The Public Investment Fund of the Kingdom of Saudi Arabia ("PIF"), which has funded the Company through entities it controls since its inception in 2021.

Corporate History

The initial corporate entities comprising LIV Golf were formed in the United States (Delaware), the Island of Jersey and the United Kingdom beginning in June 2021, and the organization launched operations in March 2022 following equity funding received from entities controlled by PIF.

Corporate Structure

LIV Golf Investments Ltd. and LIV Golf Holdings Ltd., private companies limited by shares incorporated in the Island of Jersey, own directly or indirectly a majority stake in each of the remaining Debtors. Immediately beneath LIV Golf Holdings Ltd. sits LIV Golf Incorporated, a Delaware corporation which directly or indirectly owns each of the remaining Debtors. The structure divides into three operational branches:

LIV Golf Incorporated also wholly owns Wedge IP Management Co., Limited and Wedge IP Management Co, LLC, non-operating companies holding certain of the Company's intellectual property.

Equity Ownership

As of the Petition Date, LIV Golf Investments Ltd. had issued 5,269,395,765 preference shares and 421,500 class A ordinary shares to PIF, accounting for 98.48% common ownership. It had also issued 4,500 class B ordinary shares (1.05% common ownership) to Performance54 Group Limited (UK), a company majority owned by PIF; 1,000 class C ordinary shares (0.23%) to the former CEO of LIV Golf; and 1,000 class C ordinary shares (0.23%) to a current player.

The Team Consolidation

The teams operate effectively as franchises permitted to enter into their own sponsorship contracts. Prior to August 24, 2026 (the "Consolidation Date"), the teams shared a common feature: a division of common equity between the League and the golfers contracted to play for them (the "Players"), and in some instances sponsors. All but two of the teams were partially player-owned, with one or more team members holding up to 40% of the team common equity, more commonly 25%. According to the First Day Declaration, the team entities are wholly owned by LIV Golf Incorporated and, for the period before the Consolidation Date, were majority owned by LIV Golf Holdings Ltd. On the Consolidation Date, the prior team structures were consolidated through mergers, cancelling the common equity holdings of the Players and sponsors (the "Team Consolidation"), for the purpose of preserving the net operating losses. All but one of the teams were consolidated on that date; the final team entity, Fairway TM Co 13, LLC, was consolidated on September 8, 2026, prior to the filing.

Foreign Debtors

LIV Golf Ltd and LIV Golf Events Ltd. are organized under the laws of England and Wales and have assets in that jurisdiction (collectively, the "UK Debtors"), including cash, accounts receivable, prepaid expenses, intercompany balances, fixed assets, and merchandise inventory; LIV Golf Ltd employs 19 individuals at its London office performing administrative functions in support of the business as a whole. LIV Golf Events ISE Ltd and Wedge IP Management Co, Limited are also organized under the laws of England and Wales, but recognition in England and Wales is sought only in respect of the Chapter 11 cases of the UK Debtors. LIV Golf Investments Ltd and LIV Golf Holdings Ltd are organized under the laws of Jersey (collectively, the "Jersey Debtors," and together with the UK Debtors, the "Foreign Debtors"); the Jersey Debtors are principally holding companies of the group and hold certain assets located in Jersey, including cash.

Operations Overview

Operations divide into two segments, the League and the Teams. The League is the primary revenue driver and is further divided by geography, with United States operations managed by LIV Golf Incorporated and international operations managed by LIV Golf Ltd. The League entities operate all tour events, hold the rights to ticketing, hospitality, host city relationships, broadcasting and League or event-centered sponsorships, contract with vendors, and are counterparties to certain player contracts. The 13 team entities generate revenue primarily through team-specific sponsorship deals, are typically counterparties to player contracts, and generated approximately 20% of LIV Golf's revenue in 2025.

Competition Format and Player Compensation

Of the League's 57 golfers, 52 are divided into 13 four-member teams, with the remaining five "wild card" golfers competing individually; the League also maintains reserve players who can substitute into teams to replace injured or absent Players. The season typically spans 14 events, with individuals and teams earning points based on performance, and generally culminates in a team playoff competition. The Company also co-sanctions with the Asian Tour an "International Series" of eight to nine Asia-based competitions featuring future LIV Golf prospects. The LIV Golf format initially reduced the standard 72-hole tournament to 54 holes; in late 2025, based on player feedback and to obtain maximum Official World Golf Ranking points and increase sponsor activation opportunities, the format returned to 72 holes.

The established tours base the bulk of compensation on individual prize purses and apply a "cut" model under which golfers whose total strokes after the first two days of play exceed a certain score are ineligible to continue, receive no prize money, and still bear the out-of-pocket costs of competing. LIV Golf does not use a cut. It compensates players with a mix of guaranteed up-front "commitment" payments and "annual" payments, team equity for certain players, and performance-based individual and team prize purses. In exchange, players granted sponsorship rights to the League and/or their teams, subject to rights retained under their respective contracts, and some players also gave up their name, image and likeness rights.

Revenue Composition

2025 revenue broke down as follows:

Sponsorship revenue grew from approximately $16 million in 2023 to approximately $102 million in 2025. Sponsorship spans individual team sponsorships (patches, equipment, shoes, uniforms), VIP hospitality programs, event level sponsorship, and season-long leaguewide marketing partnerships. On a go-forward basis, LIV Golf has secured approximately $300 million in long term sponsorship contracts running from 2027 through 2029.

Host cities, organizations and venues paid over $34 million in 2025 for the rights to host tournaments.

Ticketing and hospitality revenue has grown year-over-year on increased fan attendance. For comparable events through June 2026, scanned attendance grew approximately 31% from 2025 to 2026, while event ticketing, hospitality, and food and beverage revenue grew 43%. The Adelaide, Australia tournament drew fan attendance of 115,000 and the South Africa tournament over 100,000.

On broadcasting, LIV Golf has partnered with over 20 broadcasters covering over 200 territories and one billion in global household reach, generally under long term contracts paying fees or participating in revenue share arrangements for the exclusive right to distribute LIV Golf content. In 2025 the Company reached an agreement with Fox Sports as exclusive broadcaster to U.S. audiences, and viewership increased over 135% year-over-year.

Workforce

As of the Petition Date, the Debtors employ 41 individuals (the "Remaining Employees"), in roles including executive, human resources, sales, customer service, marketing, accounting, finance, legal, and administrative. Approximately 22 are located in the United States and approximately 19 in the United Kingdom.

Real Property

LIV Golf Incorporated leases 10,930 rentable square feet of office space in West Palm Beach, Florida under a November 24, 2021 lease with 222 Lakeview, LLC carrying a stated 66-month term and guaranteed by LIV Golf Ltd. Prior to the Petition Date, the Debtors determined it was no longer necessary or desirable to occupy the premises and, with the landlord's consent, subleased them to Blank Rome LLP under a February 10, 2026 sublease. LIV Golf Incorporated also licenses a 171-square-foot private office in Scottsdale, Arizona under a January 31, 2026 membership agreement with Industrious SDL 15051 North Kierland Boulevard LLC, carrying a 12-month term commencing April 1, 2026, a monthly license fee of $3,000, and a $4,500 security deposit.

Prepetition Obligations

Historically, LIV Golf carried no funded debt obligations, and the substantial majority of its liabilities derived from long-term unsecured contracts with its players. Until June 2026, the Company funded operations solely through equity infusions from affiliated entities of PIF.

The PIF Facility

On June 4, 2026, LIV Golf Holdings Ltd., as borrower, entered into a secured Facility Agreement with PIF as lender and LIV Golf Ltd, LIV Golf Incorporated, LIV Golf Investments Ltd., Wedge IP Management Co, Limited, and Wedge IP Management Co, LLC as guarantors (the "PIF Facility" or "Prepetition Facility"). On or about August 27, 2026, LIV Golf New Jersey LLC acceded to the PIF Facility as guarantor, and on or about August 28, 2026, LIV Golf Events Ltd., Fairway TM Co 3, LLC and Fairway TM Intermediate 3 LLC acceded as guarantors.

As of the Petition Date the Debtors held approximately $15 million in cash on hand, substantially all of which constitutes cash collateral in which PIF has an interest.

Player Contracts

Certain Debtors are party to participation agreements with Players and/or affiliated entities (the "Player Contracts") governing the relationship among the Players, the League and the teams. Under those contracts, each Player commits to participate in League tournaments for a multi-year term generally extending through the 2028 League season in exchange for fixed and contingent compensation; the contracts also govern licenses to Player name, image and likeness rights. One Player and his affiliated entity are party to an indemnification agreement with certain Debtors under which the Debtors indemnify those parties, subject to a $3 million aggregate cap, solely with respect to claims asserted by a specified sponsor under a pre-existing endorsement agreement, expiring by its terms no later than July 1, 2027. Certain Debtors are also party to separation agreements terminating a Player's participation in the League in exchange for cash payments and other consideration.

Events Leading to Bankruptcy

The Cost of Building the Roster

Recruiting and retaining high-performing golfers with strong fan recognition was central to establishing the League, and the Declaration attributes the difficulty of doing so to unrelenting anticompetitive opposition and exclusionary practices by the entrenched golf tours. The established tours compensate players primarily through prize purses while requiring players to cover expenses such as hotel and airfare for themselves and their support teams, and players must attract their own sponsors for personal branding. That model is almost entirely performance based and can leave players with thousands of dollars of out-of-pocket expenses recoupable only through winnings. To draw players away from the dominant leagues, LIV Golf instead used a combination of upfront payments and annual payments covering the rights to the players' sponsorship inventory, since consistent team uniforms required the teams, rather than the individual players, to sell sponsorships.

That model required significant equity investments from PIF to satisfy the start-up costs of a new global league, and since inception entities controlled by PIF have invested approximately $5 billion in equity. The Company grew revenue, sponsorship, attendance, ticketing and broadcast rights over its five-year span of operations but ran at an operational loss in every year, with cumulative losses of approximately $5 billion as of December 31, 2025. LIV Golf states that with appropriate funding and a level playing field with its competitors, its existing operating model would have reached profitability within five to seven years, primarily through continued revenue growth across both the League and teams.

PIF's Withdrawal

In April 2026, PIF determined that continued funding of LIV Golf no longer aligned with its investment strategy. On April 30, 2026, PIF announced that it would cease making further equity infusions, would not provide the equity capital necessary to see the league through to profitability, and would fund only the remainder of the 2026 season through a secured facility, citing that "[t]he substantial investment required by LIV Golf over a longer term is no longer consistent with the current phase of PIF's investment strategy." In June 2026 PIF informed LIV Golf that it would provide the secured loan, allowing the remainder of the 2026 season to proceed largely as planned and affording the Company the opportunity to seek investments to potentially preserve a go-forward operation following PIF's exit.

Governance Response

On April 13, 2026, the Company appointed Gene Davis and Jon Zinman as independent directors to the boards of LIV Golf Investments Ltd. and LIV Golf Holdings Ltd. (the "Independent Directors"); they were subsequently added to the boards of all Debtors other than any Debtor that is a member managed LLC. On April 24, 2026, the Independent Directors were appointed as the sole members of a newly formed Strategic Initiative Committee ("SIC") of LIV Golf Holdings Ltd., to which the Debtors delegated exclusive authority to review, discuss, consider, negotiate, approve, authorize and act upon any conflict matter, and authority to take any and all actions with respect to any strategic, restructuring, financing, and/or sale transaction.

With the assistance of its independent counsel, Kobre & Kim LLP, the SIC conducted an initial assessment prior to the Petition Date and continues to actively assess the existence of any potential claims or causes of action the Debtors may hold, including against certain insiders and other affiliated entities, and whether to retain, release, or seek to settle any such claims. The SIC has held twice weekly meetings with the Company's advisors since its formation and ultimately authorized entry into the DIP Facility, the filing of these Chapter 11 cases, and the filing of the Foreign Proceedings.

In April 2026, the Debtors hired Gibson, Dunn & Crutcher LLP as restructuring counsel and AlixPartners, LLP as financial advisor, an engagement that transitioned to AP Services, LLC providing interim management services and David Orlofsky's appointment as Chief Restructuring Officer on September 7, 2026. In May 2026, the Debtors hired Ducera Securities LLC as investment banker.

Cost Reductions and the Workforce Reduction

Following PIF's decision, the Company and its advisors undertook a comprehensive review of the cost structure and implemented a series of operational changes. The Company reduced spending on fan experience initiatives, including certain live event programming, hospitality offerings, and promotional activities; curtailed expenditures on certain amenities previously provided in connection with league events, including travel, lodging, and entertainment arrangements; cancelled two tournaments, Michigan and New Orleans; and scaled back certain non-critical accommodations previously made available to golfers, retaining those necessary to maintain player participation and competitive integrity.

On July 8, 2026, the Company issued written notices to certain employees under the federal Worker Adjustment and Retraining Notification Act, the New York State Worker Adjustment and Retraining Notification Act, and equivalent legislation in the United Kingdom. On or about September 1, 2026 in the United States and September 3, 2026 in the United Kingdom, the Company effected a significant reduction in force, terminating approximately 289 employees and furloughing approximately 22 employees located in the United States. All independent contractors previously utilized prepetition were terminated in connection with the reduction. Separately, on or about June 23, 2026 and August 7, 2026, the Company implemented a prepetition retention plan providing targeted retention payments to a limited group of key employees determined to be critical to completing the 2026 season and pursuing a restructuring.

The Marketing Process and the BC Partners Bid

Ducera's marketing process began in earnest in May 2026 with a confidential information memorandum and outreach to over 300 potential investors. Of those, 104 signed NDAs and accessed the virtual data room, approximately 30 engaged in detailed diligence, and five leading prospects were identified and asked to submit final non-binding bids by July 22, 2026. Two non-binding term sheets were received by the Bid Deadline. The bid submitted by BC Partners Advisors L.P. ("BC Partners") was determined to be the best and most viable; it would facilitate a recapitalization by anchoring a $300 million investment in a new and more efficient operating model ("LIV 2.0"), contingent upon, among other things, consummation of a Chapter 11 plan of reorganization.

Chapter 11 Filing

Each of the Debtors filed voluntary petitions on September 8, 2026 (the "Petition Date") in the United States Bankruptcy Court for the District of New Jersey. The cases are engineered around a single going-concern transaction with a compressed alternative: the DIP Facility affords the Debtors 30 days to finalize the BC Partners transaction and file a Chapter 11 plan in form and substance satisfactory to the DIP Lender implementing it, and if the going-concern transaction cannot be finalized within that timeline, the Debtors intend to shift to an orderly wind-down of their estates through a liquidating trust (either such plan, the "Approved Plan"). The DIP Facility is sized and structured to fund the Debtors through consummation of the Approved Plan in either case, with a target date for emergence in January 2027.

The PIF DIP Facility

PIF is both the Debtors' only prepetition secured lender and the sole DIP Lender, and the facility is fully consensual: PIF has consented to the priming of the Prepetition Liens by the DIP Liens and to the use of Cash Collateral.

The Declaration states that PIF would not otherwise consent to the use of its cash collateral and would not provide the DIP term loan facility without approval of the DIP Roll-Up Loans, and that the Debtors were unable to obtain DIP financing on similar terms without a roll-up of prepetition amounts. The Interim Order approves section 506(c) and 552(b) and marshaling waivers, and, through the Tax Restriction Termination Date, restricts PIF from claiming worthlessness or abandonment deductions on equity interests in the Debtors and from transferring equity it directly holds in a holding company of the Debtors where the transfer would reasonably be expected to result in an ownership change of LIV Golf Incorporated, subject to a consent mechanism tied to preservation of the Tax Attributes; PIF has consented to these restrictions and agreed that the Debtors are entitled to specific performance and injunctive relief for any breach. Beginning in August 2026, Ducera separately solicited postpetition financing proposals from third-party financial institutions. The strategic marketing process yielded no offer of postpetition financing to fund the cases other than from BC Partners, whose bid is contingent on consummation of a Chapter 11 plan and whose supplemental postpetition financing under the BC Partners RSA is directed to start-up costs of the LIV 2.0 transaction rather than to funding operations and the administration of the cases.

DIP Milestones

Measured from the Petition Date: entry of the Interim Order within 3 days; filing of the Approved Plan and a related disclosure statement within 30 days; entry of the Final Order within 35 days; entry of an order approving the disclosure statement within 80 days; entry of an order confirming the Approved Plan within 110 days; and occurrence of the effective date of the Approved Plan within 120 days.

The BC Partners RSA

On September 8, 2026, the Debtors and BC Partners entered into a Restructuring Support Agreement (the "BC Partners RSA") under which BC Partners agreed to provide the funding for its bid as well as a substantial amount of supplemental DIP financing to fund certain start-up costs associated with LIV 2.0. Its milestones run from the Petition Date: filing of a motion seeking authority to assume the RSA no later than 3 days after; a hearing on the assumption motion and the incremental BC Partners DIP no later than 10 days after; entry by the Debtors, PIF, and BC Partners into an acceptable RSA no later than the hearing to consider entry of the assumption motion; and entry by the Debtors, PIF, BC Partners, and a requisite number of players into an acceptable RSA no later than 35 days after. The RSA includes a break fee equal to 3% of BC Partners' total agreed investment, payable solely from the proceeds of an alternative investment or sale transaction.

The transaction would facilitate ownership transition and financing of an updated business plan for LIV Golf, Incorporated ("LIV Holdco"), the entity holding the NOL balances, and for the league entity, while delivering equity value to the Players. Under the reorganized structure, LIV 2.0 and LIV Team Holdings would operate as subsidiaries of LIV Holdco. The proposed terms would work as follows.

The BC Partners DIP Term Sheet contemplates a separate non-amortizing, senior secured, multi-draw, delayed draw facility of up to $30 million in new money to LIV Golf, Incorporated, guaranteed by LIV Golf Investments Ltd. and LIV Golf Holdings Ltd. Interest would accrue at Term SOFR plus 14.00% with a 2.00% floor, compounded monthly and payable in kind, with a 2.00% default premium; fees would include a 10.0% upfront premium on the aggregate DIP commitments and a 10.0% repayment premium. Availability would be tranched: up to $1 million within one business day after entry of the interim DIP order and the RSA assumption order and PIF's accession to the RSA; a further $1 million within three business days after PIF's accession; a further $2 million within three business days after both PIF and the Requisite Players accede; and the remaining $26 million only with the lenders' consent, on an every-other-week basis against a weekly disbursement schedule. No more than $2.5 million could be funded prior to entry of the final DIP order, and no loans could be funded at all before entry of an acceptable RSA assumption order and PIF's accession. The facility's liens would rank pari passu with those securing the PIF DIP facility except as to the initial loans, the pledged equity of LIV Golf, Incorporated, and the termination fee, where they would rank senior. Amounts funded would be refinanced dollar-for-dollar into the exit term loan on the plan effective date, with the reduction attributable to Plan Sponsor fees and expenses capped at $4 million. The facility would mature on the earliest of several dates including 30 days after closing, subject to three 30-day extensions, each requiring an extension premium of 0.75% of the DIP commitments, including those already funded, paid in kind.

Rejection of the Player Contracts

A key element of the restructuring is the reduction of operating costs, including executory contract and non-residential real property lease obligations. The current Player Contracts do not reflect the contemplated compensation structure under LIV 2.0, and maintaining them postpetition in their current form would require the incurrence of potentially substantial administrative costs; absent rejection, the Player Contracts and Indemnification Agreement would continue to impose substantial payment obligations on the estates without corresponding benefit. The rejection is to minimize administrative costs only, and the Debtors remain hopeful that they will be able to negotiate new, long-term contracts with Players as part of LIV 2.0. The Debtors also seek to reject, each effective as of the Petition Date, the West Palm Beach office lease and sublease, the Scottsdale membership agreement, the Player Separation Agreements, and various other vendor and services contracts, and to abandon remaining personal property at the premises under section 554. Rejection would not affect any rights, licenses, or assignments previously granted to the Debtors under the Player Contracts or the indemnification agreement that survive termination by their terms, including content and Player identification rights, which remain property of the estates. As of the Petition Date, the Debtors have vacated the premises related to the leases sought to be rejected.

Preservation of the Tax Attributes

Substantially all of the Debtors' U.S. federal net operating loss carryforwards, carryforwards of disallowed business interest expense, and other tax benefits (the "Tax Attributes") are attributable to LIV Golf Incorporated, the "old loss corporation" for purposes of section 382 of the Internal Revenue Code (the "Tax Code"). As of December 31, 2025, the Debtors held NOL carryforwards of approximately $3.0 billion and carryforwards of disallowed business interest expense of approximately $6.0 million. The aggregate loss amount also includes approximately $2.0 billion of losses carried forward by LIV Golf Ltd for United Kingdom tax purposes; those losses are not NOLs of the U.S. consolidated tax group, and the relief sought is not directed at them.

Because PIF holds approximately 98.48% of the common ownership of LIV Golf Investments Ltd., certain actions by PIF could result in an ownership change of LIV Golf Incorporated under section 382 of the Tax Code and substantially limit or eliminate the value of the Tax Attributes. The Debtors are pursuing a reorganization contemplating the issuance of new common stock and its distribution, or rights to receive or acquire it, to certain creditors in satisfaction of their claims; that issuance and distribution is expected to result in an ownership change, and the Debtors seek to avail themselves of the relief afforded by section 382(l)(5) of the Tax Code, together with procedures to monitor and potentially restrict the transfer, trading, and accumulation of certain claims.

Foreign Proceedings

Each of the Jersey Debtors has filed or will file with The Royal Court of Jersey an application for an order placing it into administration pursuant to Part 20B of the Companies (Jersey) Law 1991 (the "Jersey Proceeding"), a plenary rather than ancillary proceeding. The Debtors propose Andrew McFarlane Wood and Alastair Beveridge as joint administrators, with Carey Olsen Jersey LLP as their counsel; the Jersey Court would review and approve their fees, which the Debtors seek authority to pay without further review by the Bankruptcy Court. For the UK Debtors, the Debtors seek authority for the Chief Restructuring Officer to act as foreign representative and to apply to the High Court of Justice for recognition of each UK Debtor's Chapter 11 case under the Cross-Border Insolvency Regulations 2006 as a foreign main or, alternatively, foreign non-main proceeding (the "UK Proceeding," and together with the Jersey Proceeding, the "Foreign Proceedings"). Prior to the Petition Date, each of the Debtors signed a cross-border protocol designed to streamline and coordinate the Chapter 11 cases with the Jersey Proceeding, outlining information-sharing procedures and establishing the primacy of the Chapter 11 cases; the Debtors do not seek approval of the protocol but intend to abide by its terms.

Key Dates