LIV Golf New Jersey - Chapter 11 DIP Terms

DIP Terms

Background

• The debtors, which own the worldwide LIV brand for golf products and services and stage the league's professional tournaments, filed Chapter 11 in the District of New Jersey on Sept. 8, 2026, roughly three months after entering into the June 4, 2026 PIF facility now stipulated at not less than $495 million; David Orlofsky serves as chief restructuring officer, and no official creditors' committee had been appointed as of entry of the interim order.
• The cases run alongside two foreign processes, both filed as conditions to interim funding: recognition applications for the English entities under the Cross-Border Insolvency Regulations 2006, and an administration application to the Royal Court of Jersey for the two Jersey holding companies at the top of the structure.
• The 2026 season is mid-flight and the credit agreement is built around finishing it, with the contract exceptions keyed to completion of the remainder of the season and terms expiring by Dec. 31, 2026, and with cancellation of the Michigan and New Orleans events carved out of the covenant against changing tournament dates and venues.
• An independent committee of the board is conducting an investigation of the lender; the debtors' release of and indemnity for the prepetition lender under the interim order, and the plan's release of the lender in all three of its capacities, are each conditioned on the completion of that investigation.

DIP Commitments

• $49.6 million senior secured, superpriority, priming new-money term loan facility, matched dollar-for-dollar by a cashless roll-up of the lender's prepetition claims in two tranches keyed to entry of the interim and final orders, so a fully drawn facility carries $99.2 million of DIP obligations against $49.6 million of new money:
  • $14 million available on an interim basis, in a single draw on the closing date
  • The balance available in a single draw following entry of the final order, and in no event later than 35 days after the petition date
  • Upon entry of the interim order, prepetition obligations equal to the interim draw are deemed exchanged, by assignment on a cashless basis, into DIP loans; upon entry of the final order, prepetition obligations equal to the delayed-draw amount are exchanged on the same terms
• The roll-up is authorized as consideration for the lender's agreement to fund the new money, not as adequate protection on account of the prepetition debt, and remains subject to the challenge provisions; if a challenge succeeds, the court may fashion appropriate relief in respect of the roll-up loans.
• Draws must be at least $1 million, no more than one borrowing request may be submitted in any 14 consecutive days, loans may not be divided, and no repaid or prepaid amount may be reborrowed; any unused commitment is cancelled at the end of the availability period, which runs from the closing date to the date 35 days after the petition date.
• Availability amortizes against collections: aggregate disbursements from the blocked account may not exceed the commitment less the sum of receivables received between Sept. 4, 2026 and the petition date and the lesser of $27.3 million or actual post-petition receivables, with any breach an event of default.

Borrower / Guarantors

• LIV Golf Incorporated, as DIP borrower
• LIV Golf Investments Ltd and LIV Golf Holdings Ltd, each a Jersey company, together with the subsidiaries listed on Schedule 1 to the credit agreement, as joint and several guarantors
• The DIP reverses the borrowing roles: Holdings borrowed under the prepetition facility with LIV Golf Incorporated as a guarantor, while under the DIP LIV Golf Incorporated borrows and Holdings guarantees.

Lender

• The Public Investment Fund of the Kingdom of Saudi Arabia, which is simultaneously the DIP lender, the prepetition lender under the June 4, 2026 facility agreement, and a direct or indirect holder of equity in the debtors; the interim order acknowledges the lender as a 50-percent shareholder of the DIP borrower for purposes of section 382 of the tax code, the debtors stipulate that neither lender is a control person or insider by virtue of the financing, and the court separately finds that neither is in control of the debtors' operations or acting as a responsible person or owner or operator.
• Prepetition obligations are stipulated at not less than $495 million of principal plus accrued interest, fees, expenses and prepayment premiums, secured by first-priority liens on substantially all assets of the prepetition obligors and on the equity interests in the DIP borrower.
• No DIP obligations may be assigned, transferred, novated or sub-participated without the borrower's prior written consent.
• White & Case LLP acts as legal adviser and FTI Consulting as financial adviser to the lender in both its DIP and prepetition capacities, with Ogier (Jersey) LLP as Jersey counsel on the DIP facility.

Interest Rate

• 12.0% per annum fixed
• Interest converts automatically to PIK for up to 100% of the amount payable and compounds into principal at the end of each one-month interest period; the borrower may disapply the PIK election and pay in cash on five business days' prior written notice.
• Default Rate Increase: 2.0%, payable on demand and compounding on overdue amounts
• Interest accrues daily on a 360-day year.

Fees and Expenses

• The debtors pay all expenses of the DIP lender and the prepetition lender, including counsel, financial advisers, appraisers and consultants, in connection with documentation, funding and administration of the facility, administration of the prepetition documents, the Chapter 11 cases and enforcement, whether or not the transactions close.
• Those professionals are not limited to budgeted amounts, are not required to file fee applications, and submit summary invoices to the U.S. Trustee, committee counsel and debtors' counsel; absent a written objection, the debtors pay in cash within 10 calendar days of presentment, with the court resolving any dispute and undisputed portions paid promptly.
• Payment is made exclusively from the Lender Reserve Account, which the estates may not touch for any other purpose, including the Carve-Out.
• No commitment, upfront or exit fee appears in the DIP credit agreement as filed, which provides for interest and reimbursement of the lender's costs and expenses only; the interim order nonetheless deems the fees specified in that agreement fully earned, non-refundable and non-avoidable upon entry.

Maturity

• The earliest to occur of:
  • 120 calendar days from the petition date, the scheduled maturity date
  • The effective date of any Chapter 11 plan
  • 35 days after the petition date, if the final order has not been entered
  • Entry of an order dismissing any of the cases, converting one or more to Chapter 7, or appointing a Chapter 11 trustee or an examiner with enlarged powers over the operation of the business
  • Entry of an order approving a sale of all or substantially all of the debtors' assets
  • The occurrence of an event of default
• All loans are repayable in full in cash on the termination date, together with accrued interest, except that under an acceptable business transfer transaction the loans are deemed satisfied as determined by the approved plan.
• Voluntary prepayment requires five business days' notice, is permitted only after the last day of the availability period, must reduce the loans by at least $10 million if partial, and carries no premium or penalty; voluntary cancellation follows the same notice and minimum.
• Insurance proceeds, disposal proceeds and non-permitted debt proceeds must be applied within five business days, first to prepay the loans pro rata and then to cancel availability; a change of control, or a sale of all or substantially all of the group's assets, cancels the facility and accelerates all obligations immediately.

Milestones and Key Dates

• Compliance with the case milestones is a condition to the facility and to the use of cash collateral, and failure to meet one is an event of default unless caused solely by the lender's action or inaction or by the court's availability. Measured from the Sept. 8, 2026 petition date:
  • 24 hours: first-day motions filed, including the DIP and cash management motions
  • 3 days: interim DIP order entered
  • 30 days: plan and disclosure statement filed
  • 35 days: final DIP order entered
  • 80 days: disclosure statement order entered
  • 110 days: confirmation order entered
  • 120 days: plan effective date
• The interim order was entered Sept. 10, 2026; the final hearing is scheduled for Oct. 7, 2026 at 11:30 a.m. (EST), with objections due Sept. 30, 2026 at 4:00 p.m. (EST).
• Parallel foreign proceedings carry their own deadlines, each backed by an event of default: the foreign representative must file the UK recognition applications for the English entities within two business days after receiving a certified copy of the applicable first-day order, and it is a default if the English court declines within 45 days of the petition date to grant the recognition order without a discretionary stay on terms substantially similar to the automatic stay; the Jersey obligors must apply for a Jersey administration order within two business days after entry of the interim order, with a default following if that order is refused or, once granted, discharged or reversed. Both applications were also conditions to interim funding.

Carve-Out

• Post Carve-Out Trigger Notice Cap: $4.5 million, shared by all debtor and committee professionals, limited to fees incurred in accordance with the approved budget and excluding success and transaction fees, and reduced dollar-for-dollar by fees paid to those professionals after delivery of a trigger notice
• Chapter 7 Trustee Fee: $50,000
• The Carve-Out also covers clerk and U.S. Trustee fees and all allowed professional fees incurred on or before delivery of a trigger notice, whether allowed before or after.
• The Carve-Out is senior to the DIP liens, the DIP superpriority claims, the roll-up, the adequate protection liens and claims, the prepetition liens and the prepetition obligations, but has no recourse whatsoever to the Lender Reserve Account.
• Funding runs weekly and in advance: beginning with the week ended Sept. 18, 2026, and each Thursday thereafter, the debtors must fund a segregated Funded Reserve Account, held in trust, equal to the greater of estimated unpaid professional fees reported in the prior Wednesday's weekly statements or budgeted unpaid fees for the week, plus the post-trigger cap, which is funded only once.
• Professionals deliver weekly fee estimates by 7:00 p.m. New York time on the third business day of each week; a professional more than three calendar days late is limited, for the missed period, to the amount in the DIP budget.
• On delivery of a trigger notice, the debtors must fund a Pre-Carve Out Trigger Notice Reserve for then-unpaid allowed fees and a Post-Carve Out Trigger Notice Reserve equal to the cap, drawing on cash on hand, the Funded Reserve Account, the Proceeds Account and, if necessary, the blocked account to the extent otherwise borrowable but for the default; the lenders may not sweep or foreclose on cash until the reserves are fully funded, and hold a first lien on any residual.

Use of Proceeds

• Fund operations and working capital, and the costs of administering the cases, in each case in accordance with the approved budget
• Pay adequate protection payments authorized by the court
• Satisfy obligations arising from or related to the Carve-Out
• Pay transaction costs, fees and expenses, including professional fees and the costs of the wind-down, with the lender advisers' fees payable from the Lender Reserve Account
• Fund the fees, costs and expenses of the special committee and its advisers for the independent investigation contemplated by the interim order and the plan term sheet
• No proceeds, collateral, cash collateral or Carve-Out amounts may be used to investigate, prepare or prosecute a challenge, to seek to modify the lenders' rights, to obtain competing financing other than from the DIP lender or financing that repays both the DIP and prepetition obligations in full in cash, or to pursue claims against the released parties, subject to two exceptions: the special committee may fund its independent investigation from cash collateral and DIP proceeds in accordance with the budget, and a committee or trustee may spend up to $50,000 in the aggregate to investigate, but not to prosecute or commence, a challenge to the stipulations.

Cash Collateral and Account Controls

• The debtors stipulate that all of their cash, cash equivalents, negotiable instruments, investment property and securities constitute cash collateral, and are authorized to use it during the interim period only in accordance with the approved budget; the right to use cash collateral or request DIP proceeds terminates on the termination date, subject only to the Carve-Out.
• Loan proceeds pass through three lender-controlled accounts before reaching operations:
  • All proceeds are funded into a DIP Facility Blocked Account under the sole dominion and control of the lender
  • Amounts are released weekly into a Proceeds Account, from which the borrower may spend only in accordance with the approved budget under a deposit account control agreement
  • The Lender Reserve Account holds budgeted amounts for the DIP and prepetition lenders' professionals, funded on the interim funding date for the interim period and on the final funding date through the scheduled maturity date, and is available for no other purpose
• Disbursement requests may be made no more than once a week, must be delivered by the Wednesday of the prior week, and are funded no later than 12:00 PM New York City time the following Monday; a request may be made only if the loan parties' aggregate unrestricted cash less forecast collections is projected to fall below $5 million during that week, and must be limited to the amount needed to fund that week's disbursements above that minimum.
• Each of the three accounts constitutes DIP collateral, is subject to the DIP liens, and is deemed under the lender's control for perfection purposes; the debtors must maintain cash management consistent with prepetition practice and only the accounts identified in the cash management order, and any deviation is an event of default.

Budget and Permitted Variance

• Total operating disbursements may not exceed the approved budget by more than the greater of 10% or $200,000, tested on a cumulative basis and resetting on a going-forward basis when each new budget is approved; the test does not apply to the initial variance report due Sept. 16, 2026.
• Professional fees of the debtors, any committee, the DIP lender and the prepetition lender are excluded from the variance test and are not capped at budgeted amounts, though estate professionals have no recourse to the Lender Reserve Account.
• Variance reports are due by 5:00 p.m. New York City time on the third business day of each week, with the first due Sept. 16, 2026 covering the petition date through Sept. 11, 2026, and delivery is deemed a representation that the report fairly presents cash receipts and disbursements.
• The initial 13-week budget annexed as Exhibit 2 is the approved budget; updates are delivered every fourth week on Wednesday and are deemed approved if the lender does not object within five business days, failing which the most recently approved budget continues to govern.
• The budget exhibit shows roughly $13.5 million of available cash at filing, against approximately $10.7 million of forecast receipts and $43.9 million of forecast disbursements over the 13 weeks, for net cash flow of approximately negative $33.2 million; forecast DIP funding of roughly $24.8 million holds available cash at the $5 million minimum in every week but the weeks ended Oct. 16 and Oct. 23, 2026, the only two weeks with no forecast draw, when a $7 million receipt lifts ending cash to roughly $8.6 million and then $6.5 million; the pre-funding balance troughs at approximately negative $0.5 million in the week ended Oct. 2, 2026. The budget also memorializes the receipts-for-availability trade, stepping the commitment down from $49.6 million to roughly $38.9 million by the final week. Available cash in the forecast excludes approximately $1.86 million held in Korean won and South African rand that is subject to exchange controls.

Liens and Priority

• The DIP obligations are joint and several allowed superpriority administrative claims under section 364(c)(1) against each loan party, senior to all other administrative expenses, adequate protection claims and diminution claims, and subject only to the Carve-Out.
• The lender receives perfected, non-avoidable liens on all now-owned and after-acquired assets of the debtors, including cash, receivables, recoverable VAT, contract rights, intellectual property, interests in foreign subsidiaries, the three controlled accounts and the equity interests in the DIP borrower, with the following priorities:
  • First-priority liens under section 364(c)(2) on all collateral unencumbered as of the petition date, subject only to the Carve-Out
  • Priming liens under sections 364(c)(3) and 364(d) on all other collateral, senior to the prepetition liens and the adequate protection liens and to all other liens, and junior only to third-party liens that were valid, perfected, enforceable and non-avoidable at the petition date, senior to the prepetition liens and permitted under the prepetition facility agreement
• The liens are perfected automatically on entry without any filing, the prepetition lender serves as agent for the DIP lender where perfection requires possession or control, and the DIP lender is deemed the secured party under existing control agreements and the loss payee under the debtors' insurance policies.
• All intercompany and affiliate liens are contractually subordinated to the DIP liens and the adequate protection liens, and the liens and claims survive conversion or dismissal with their priorities intact.

Adequate Protection

Prepetition Lender

• Replacement and additional liens on all DIP collateral, junior only to the DIP liens, the senior third-party permitted liens and the Carve-Out
• An allowed section 507(b) superpriority administrative claim, junior only to the DIP superpriority claims and the Carve-Out, payable from all assets including the DIP collateral
• Interest on the prepetition obligations continues to accrue at the contract rate and is paid in kind
• Immediate cash payment of all accrued and unpaid fees and disbursements owing under the prepetition documents, with post-petition professional fees paid from the Lender Reserve Account and subject to the invoice and objection procedure
• Financial reporting and access, on reasonable notice and at the debtors' cost, to books, records, assets and properties for purposes of monitoring the business and collateral value, and the debtors' satisfaction of the milestones through implementation of the approved plan
• The debtors are barred from granting, or supporting a motion granting, adequate protection to any other prepetition creditor in respect of liens on the DIP collateral without the lender's consent.

Credit Bid

• The DIP lender and, subject to the challenge provisions and section 363(k), the prepetition lender may credit bid up to the full amount of the DIP obligations, the prepetition obligations and the adequate protection superpriority claims, including accrued interest, fees and expenses, either directly or through acquisition vehicles, in any sale of DIP or prepetition collateral, whether under section 363, as part of a plan confirmed under section 1129(b)(2)(A)(ii)-(iii), by a Chapter 7 trustee under section 725, or otherwise, without further court order.
• No debtor may object to such a credit bid, and each lender is deemed a qualified bidder submitting a qualified bid regardless of whether any bidding-procedures requirements are satisfied.
• Filing or supporting any motion seeking to preclude the lenders from credit bidding is an event of default.

Avoidance Actions

• The interim order keeps the avoidance actions themselves out of the DIP collateral and reaches their proceeds only upon entry of a final order granting that relief; the credit agreement's collateral definition sweeps in the actions as well, but both documents provide that the DIP order controls any conflict, so the order's narrower grant governs.

Challenge Period and Stipulations

• The deadline to bring a challenge is the earlier of:
  • The date an approved plan is confirmed
  • 75 calendar days from entry of the interim order, for any party in interest with requisite standing
• A Chapter 7 or Chapter 11 trustee appointed before the period expires gets the later of 75 calendar days after entry of the interim order or 30 calendar days after appointment, and is treated as a party other than the debtors, unbound by the debtors' stipulations.
• The credit agreement contemplated a challenge period of 60 days from the petition date or such other period as the court ordered; the interim order set 75 calendar days running from its own entry, lengthening the window.
• The stipulations bind the estates and all parties in interest, including any committee, absent a timely challenge; the period may be extended by the prepetition lender in its sole discretion or by the court for cause on a motion filed within the period. A committee has no standing to prosecute a challenge without a prior court order conferring it, and the court may fashion any appropriate remedy following a successful challenge provided no remedy affects the validity, priority or any other aspect of the DIP obligations or DIP liens.
• The order's remedy provisions collide on the roll-up: it states that on a successful challenge the court may fashion appropriate relief in respect of the roll-up loans, while the challenge paragraph bars any remedy affecting the validity, priority or any other aspect of the DIP obligations or DIP liens, and the credit agreement makes the roll-up obligations DIP obligations for all purposes.
• The lenders have agreed not to raise, as a defense to any challenge, the ability of creditors to file derivative suits on behalf of limited liability companies.

Waivers, Releases and Indemnity

• Section 506(c): the debtors and any successor waive surcharge rights against the DIP lender, the DIP liens and the DIP collateral immediately upon the interim order, and against the prepetition lender, the adequate protection liens, the prepetition liens and the prepetition collateral upon entry of the final order.
• Section 552(b): the "equities of the case" exception will not apply to either lender, subject to entry of the final order.
• Marshaling: neither lender is subject to the equitable doctrine of marshaling or any similar doctrine with respect to the collateral, in the prepetition lender's case subject to entry of the final order.
• The debtors release the DIP lender, its affiliates and their representatives outright, and release the prepetition lender and its affiliates on the same terms subject only to completion of the special committee's independent investigation; both lenders are indemnified and held harmless by the debtors, with the prepetition lender's indemnity likewise subject to that investigation and to the challenge provisions.
• The debtors irrevocably waive any right to seek modification or extension of the interim order without the lenders' consent, and may not seek to alter the relative priority of the DIP, prepetition or adequate protection liens.

Events of Default and Remedies

• Beyond payment and covenant defaults, misrepresentation, unlawfulness and material adverse change, the case-specific triggers include:
  • Failure to meet a milestone, unless caused solely by the lender or by court availability
  • Entry of an order authorizing credit or indebtedness secured by a lien on, or an administrative claim superior or pari passu with, the DIP liens and claims, or use of proceeds or cash collateral for any purpose not permitted by the loan documents
  • Any sale, transfer, lease, encumbrance or other disposition of DIP collateral outside the credit agreement or an approved plan
  • A disbursement request in excess of permitted amounts, or failure to maintain the cash management system as required
  • Filing or supporting a plan other than the approved plan, seeking to modify or vacate the DIP or cash management orders, or moving to terminate exclusivity
  • Cross-default on financial indebtedness of the group aggregating $5 million or more, creditors' process affecting assets valued at $5 million and undischarged for 14 days, and litigation involving actual or alleged liability exceeding $15 million
  • An obligor other than the parent ceasing to be a wholly owned subsidiary, or any group member ceasing to carry on a material part of its business
  • Dismissal, conversion, or appointment of a trustee or examiner with enlarged powers, and specified failures in the UK recognition or Jersey administration proceedings
• On an event of default the lender may, without further court approval, cancel the commitments, accelerate the loans and exercise all rights under the loan documents, the UCC and applicable law; the automatic stay is modified to permit enforcement against the collateral on seven calendar days' prior written notice.
• The debtors and any committee are entitled to an emergency hearing within that seven-day default notice period, extended to the first available date if the court is unavailable, at which the only issue is whether an event of default has occurred and is continuing; neither lender may exercise remedies against the collateral during the period, though nothing prevents the lenders from seeking relief on shorter notice.
• During the notice period the debtors may continue using cash collateral and Proceeds Account funds solely in the ordinary course and in accordance with the budget, to fund expenses critically necessary to preserve collateral value and to satisfy the Carve-Out. No notice is required for the lender to block or limit disbursements from the blocked account or the Lender Reserve Account or withdrawals from the Proceeds Account, subject in all respects to the Carve-Out.
• If no timely contest is made, or the court declines to stay enforcement, the termination date is deemed to have occurred and the stay terminates as to both lenders. Following the termination date, proceeds of DIP and prepetition collateral, including all amounts received in excess of the $27.3 million threshold, are applied, subject to funding of the Carve-Out, first to the DIP obligations, second to the prepetition obligations, and third to the estates.

Operating Covenants

• The credit agreement puts the league's commercial decisions under lender consent. The debtors may not enter into or amend contracts without written consent, subject to narrow exceptions for replacements of existing contracts required to complete the 2026 season on arm's-length terms expiring by Dec. 31, 2026 and capped at the greater of $500,000 above, or 105% of, the contract replaced; for amendments increasing liability by no more than the greater of $500,000 or 5% of contract value; and for ordinary-course 2026-season contracts valued under $250,000.
• Additional restrictions bar entering into any binding commitment with a player to compete as a professional golfer; entering into media rights distribution agreements for live broadcast of tournament coverage, except for the 2026 season outside the United States and the United Kingdom with aggregate rights fees under $100,000; changing the tournament week or venue of any event, or contracting with a venue, other than cancellations of the Michigan or New Orleans events; hiring, terminating other than for cause, or materially changing the title, role, location, compensation or responsibilities of the chief executive officer, the commissioner or any direct executive report, or hiring any employee or contractor with guaranteed annual compensation above $50,000; making any charitable contribution; and contracting with counterparties incorporated in specified MENA jurisdictions other than lender affiliates or in connection with a tournament hosted there.
• Governance is locked down alongside commerce: no group member may appoint, replace or terminate any director or officer, establish or amend any employee benefit or equity incentive plan, adopt an annual bonus plan or pool, or enter into a collective bargaining agreement.
• Capital expenditure is capped at $100,000 per transaction and $500,000 per financial year, real property purchases and new employee offices require consent, leases are limited to $100,000 of rent, and any initial public offering or securities registration is prohibited.
• Relief from the contract covenant runs through its own approval chain, requiring the prior written consent of the lender's department head of direct investments or investments division, deemed given if the lender neither refuses nor asks for more time within five business days of a written request.

Plan Term Sheet and Exit

• The plan term sheet appended to the credit agreement carries a 30-day toggle. If binding documentation for a business transfer transaction funding payment of the DIP claims and the prepetition secured claim in full in cash is executed by the 30th day after the petition date, or the lender otherwise consents, the debtors must file a plan implementing that acceptable business transfer transaction within one business day; failing that, they must file a wind-down plan liquidating the estates through a liquidating trust.
• Under the wind-down path, the DIP claims are paid in full in cash as a condition to effectiveness, the prepetition secured claim of $495 million is paid in full in cash up to its amount, and general unsecured creditors share pro rata in liquidating trust interests funded by $2 million of cash contributed by the lender on the effective date, reduced dollar-for-dollar by committee professional fees exceeding the amounts allocated in the DIP budget. Intercompany claims, section 510(b) claims and existing equity receive nothing. The wind-down amount to be reserved for the liquidating trustee is left blank in the term sheet as filed.
• The debtors may not seek, and the court may not enter, any order approving bidding procedures, a sale of assets, a disclosure statement or a plan unless the order and underlying motion are satisfactory to the lender.

Tax Attribute Preservation

• The interim order stays any act to obtain possession of or exercise control over the debtors' net operating loss carryforwards and other tax attributes under section 362(a)(3), and binds the lender not to claim worthlessness or abandonment of its equity interests on any U.S. tax return for any year ending on or before the plan effective date, except as required by law.
• Until the tax restriction termination date, being the second anniversary of the plan effective date or, absent effectiveness, dismissal or conversion, the lender may not dispose of equity interests in a holding company of the debtors in a manner reasonably expected to cause an ownership change of the borrower under section 382, absent the debtors' consent given in consultation with their tax advisers. The lender consents to these restrictions, and the debtors' sole remedies are specific performance and injunctive relief; monetary damages are unavailable.
• The lender also represents that in the three years ending on the petition date it neither took a worthlessness position nor effected a transfer of the kind the covenant now bars, and the restrictions are not breached by action taken by a debtor-owned equity holder, including through an administrator, liquidator, receiver or other insolvency officeholder appointed over that debtor.