LIV Golf New Jersey - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• LIV Golf Incorporated, a Delaware company, as sole borrower
• LIV Golf Investments Ltd (the Jersey ultimate parent), LIV Golf Holdings Ltd, and each of the other debtors, as guarantors on a joint and several basis

Agent / Lender(s)

• The Public Investment Fund of the Kingdom of Saudi Arabia, or PIF, as sole DIP lender, which is also the debtors' only prepetition secured lender and, holding approximately 98.48% of the common ownership of the parent, an insider within the meaning of section 101(31)
• The DIP lender may assign, transfer, novate, or sub-participate the DIP obligations only with the borrower's prior written consent

DIP Commitments

• $49.6 million senior secured superpriority priming term loan facility, sought on an interim and final basis and drawn in two single draws:
  • $14 million interim term loan, available in a single draw on the closing date upon entry of the interim order
  • The balance as a delayed draw term loan, available in a single draw upon entry of the final order and satisfaction or waiver of all conditions precedent, in no event later than 35 days after the petition date
• Prepetition obligations equal on a dollar-for-dollar basis to the interim term loan roll up into DIP loans upon entry of the interim order, and under the credit agreement upon that entry and the funding of the interim loan, with a matching roll-up of the delayed draw amount on the same terms upon entry of the final order, in each case automatically and by cashless assignment. The debtors state the roll-up is consideration for the new money rather than adequate protection, that PIF would not otherwise consent to cash collateral use, and that no comparable financing was available without a roll-up; authorization remains subject to the challenge provisions, and the court may fashion appropriate relief in respect of the roll-up loans following a successful challenge.
• Commitments are permanently reduced on each funding, unutilized commitments are cancelled at the end of the availability period (35 days after the petition date), and amounts repaid or prepaid may not be reborrowed.
• The debtors entered these cases with approximately $15 million of cash on hand and determined that up to $14 million of new money was required before entry of the final order. The budget excludes from available cash approximately $1.86 million held in Korean won and South African rand that is subject to exchange controls in those jurisdictions.

Draw Mechanics and Minimum Cash

• All facility proceeds are funded into a blocked account under the DIP lender's sole dominion and control, and are released only on weekly disbursement requests delivered the prior Wednesday, funded the following Monday, sized to the week's budgeted requirements; disbursed proceeds move to a controlled proceeds account, remain DIP collateral, and must be applied per the approved budget.
• No disbursement request may be made for a week unless the loan parties' aggregate unrestricted cash less forecast collections is projected to fall below $5 million at any point during that week, and the request is limited to the amount needed above that threshold.
• Aggregate proceeds borrowed under disbursement requests may not exceed the $49.6 million facility amount less the sum of receivables actually received between Sept. 4, 2026 and the petition date and the lesser of $27.3 million and receivables actually received after the petition date; a breach is an event of default.
• Borrowing requests are subject to a minimum of $1 million (or the available facility) and may not be submitted more than once in any 14 consecutive days without the lender's written agreement.

Cash Collateral

• The debtors stipulate that all of their cash, cash equivalents, negotiable instruments, investment property, and securities constitute cash collateral of the DIP lender and, subject to the challenge provisions, the prepetition lender, and substantially all of the debtors' cash is cash collateral.
• PIF, the only party with an interest in the cash collateral in either capacity, has consented to its use solely in accordance with the approved budget, the interim order, and the other loan documents; that consent is conditioned on entry of the interim order and extends no further, and the right to request or use loan proceeds or cash collateral terminates on the termination date, subject only to the Carve-Out.

Interest Rate

• 12.0% per annum fixed, paid in kind, with PIK interest compounding into principal on the last day of each one-month interest period; the borrower may elect on five business days' notice to pay a period's interest in cash instead
• Default Rate Increase: 2.0%, payable on demand
• Interest accrues on borrowings only once they are available for use by the borrower.

Fees

• None. The facility carries no upfront, commitment, backstop, exit, or similar fees.
• The debtors will pay the reasonable and documented fees, costs, and expenses of the DIP lender and its advisers, including White & Case and FTI Consulting, without further court approval and without complying with U.S. Trustee guidelines, subject to invoice-and-objection procedures under which the U.S. Trustee, committee counsel, and debtors' counsel receive summary invoices and have 10 calendar days to object on reasonableness grounds, with disputes resolved by the court.
• Budgeted amounts for the DIP lender's and prepetition lender's professionals are deposited on the interim and final funding dates into a lender reserve account under the DIP lender's control, available solely for those fees; the Carve-Out has no recourse to that account, and the debtors waive any right to seek nonconsensual use of cash collateral held in it.

Maturity

• The earliest to occur of:
  • The scheduled maturity date, 120 calendar days after the petition 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 case, converting any case to Chapter 7, or appointing a Chapter 11 trustee or an examiner with enlarged powers
  • Entry of an order approving a sale of all or substantially all assets
  • An event of default
• The loans are repayable in full in cash on the termination date, except in an acceptable business transfer transaction, where they are instead deemed satisfied as the approved plan determines; the term is defined only in the plan term sheet, which the filed credit agreement leaves as a placeholder.
• Voluntary prepayment and cancellation each require five business days' notice and minimum increments of $10 million, without premium or penalty; prepayment is permitted only after the last day of the availability period. A change of control or a sale of all or substantially all group assets cancels the facility and accelerates all obligations.

Carve Out

• Post Carve-Out Trigger Notice Cap: $4.5 million, shared by all debtor and committee professionals, reduced dollar-for-dollar by fees paid to those professionals after delivery of a trigger notice and funded only once
• Chapter 7 Trustee Fee: $50,000
• The Carve-Out also covers clerk and U.S. Trustee fees with statutory interest and all allowed professional fees incurred on or before delivery of a trigger notice, and is senior to the DIP liens, the DIP superpriority claims, the roll-up loans, the prepetition liens and obligations, and the adequate protection liens and claims, but has no recourse to the lender reserve account.
• Each professional delivers a weekly fee estimate 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 relevant period, to the budgeted amount when claiming against the reserve, though neither the budget nor the Carve-Out caps allowed fees themselves. Beginning with the week ended Sept. 18, 2026, the debtors fund a segregated trust account each Thursday equal to the greater of the estimated unpaid fees or the budgeted amount for the week, plus the Post Carve-Out Trigger Notice Cap. Following a trigger notice, the lenders may not sweep or foreclose on cash until the Carve-Out reserves are fully funded.

Use of Proceeds

• Fund operations and working capital needs, including the costs of administering the cases and adequate protection payments
• Satisfy obligations arising from or related to the Carve-Out
• Pay transaction costs, fees, and expenses of the facility and the cases, including the wind-down
• Fund the fees, costs, and expenses of the special committee and its advisers in connection with the independent investigation contemplated by the interim order and the plan term sheet
• Proceeds may not be used to settle prepetition or administrative claims outside the approved budget, to make transfers or intercompany advances inconsistent with the credit agreement and budget, to seek or support any postpetition financing other than from the DIP lender unless that financing repays the DIP and prepetition obligations in full in cash, or to investigate, challenge, or prosecute claims against the DIP lender or the prepetition lender, subject to the special committee investigation carve-out above and a $25,000 cap for a committee or a Chapter 7 or Chapter 11 trustee to investigate, but not prosecute, the stipulations before the challenge period ends.

Milestones

• Compliance is a condition to the facility and to cash collateral use, and any failure is an event of default unless caused solely by the DIP lender's or prepetition lender's action or inaction or by the court's availability, unless the DIP lender approves a later date in writing:
  • Commencement of the cases no later than Sept. 8, 2026, with first day pleadings filed within 24 hours
  • Entry of the interim order within three days of the petition date
  • Filing of a plan satisfactory to the DIP lender 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
  • Occurrence of the plan effective date within 120 days

Operating Covenants

• The league is barred from expanding commercially without the DIP lender's written consent: no new player contracts of any kind; no media rights distribution agreement for live tournament coverage, except a 2026-season agreement outside the United States and United Kingdom carrying aggregate rights fees under $100,000 on arm's length ordinary-course terms; no selection or change of any tournament week or venue and no binding venue agreement, other than cancelling the Michigan and New Orleans events; no charitable contributions; no new employee offices, real property purchases, or leases above $100,000 of rent; and no agreements with counterparties incorporated in 15 named MENA jurisdictions other than with PIF affiliates or in connection with a tournament hosted there.
• Entry into or amendment of any contract requires the DIP lender's consent, subject to narrow carve-outs for replacements of and amendments to existing contracts needed to finish the 2026 season, capped at the greater of $500,000 and 105% of the replaced contract (or 5% for an amendment) and not extending past Dec. 31, 2026, and for new non-event contracts under $250,000 entered into for the 2026 season.
• No obligor may appoint, replace, or terminate any director or officer, and the group may not hire or terminate, or materially change the role, location, or compensation of, the chief executive officer, the commissioner, or their direct executive reports.
• The debtors must give the DIP lender drafts of all material pleadings, motions, and proposed orders at least five days before filing, and the DIP order, cash management, bidding procedures, sale, plan, and disclosure statement papers must be in form and substance satisfactory to the lender; the interim order separately bars the debtors from seeking, and the court from entering, any bidding procedures, sale, disclosure statement, or plan order not satisfactory to the lender.

Events of Default and Remedies

• Events of default include disbursement requests exceeding permitted amounts; nonpayment; failure to make required account deposits; covenant and representation breaches; judgments, attachments, and litigation involving a material adverse effect or more than $15 million; cross-default above $5 million; payments outside the approved budget; milestone failure; termination or reduction of exclusivity; any obligor other than the parent ceasing to be wholly owned; suspension or cessation of a material part of any group member's business; the filing of any plan other than the approved plan; specified adverse developments in the foreign proceedings, including dismissal or denial of the UK recognition applications or the Jersey administration; the filing of any bidding procedures, sale process, or sale motion or proposed order not acceptable to the DIP lender; and any debtor motion to preclude credit bidding or to grant adequate protection to a creditor other than PIF. The lender may also declare a default on any event it reasonably believes has or is likely to have a material adverse effect.
• The interim order adds as events of default the entry, without the lenders' consent, of an order authorizing credit secured by liens on or claims against the DIP collateral senior to or pari passu with those granted under the order or authorizing non-permitted use of proceeds or cash collateral; failure to maintain the cash management system in accordance with the loan documents and cash management order in all material respects; disposition of DIP collateral outside the ordinary course, the credit agreement, or an approved plan; and any milestone failure.
• On notice of an event of default the DIP lender may terminate commitments, accelerate, and cut off the debtors' access to proceeds and cash collateral, but remedies against collateral may be exercised only after a seven calendar day default notice period, during which the interim order entitles the debtors and any committee to an emergency hearing, extended if the court is unavailable; under the credit agreement the only issue that may be raised at that hearing is whether an event of default has occurred and is continuing. During the notice period the debtors may continue using cash collateral and proceeds in the proceeds account solely in the ordinary course and per the budget to fund expenses critically necessary to preserve collateral value, and to satisfy the Carve-Out. No prior notice is required for the lender to block disbursements from the blocked account or lender reserve account or withdrawals from the proceeds account, and the lender may seek an order shortening the seven day period, which any party in interest may contest.

Credit Bid

• The DIP lender and, absent a successful challenge and subject to section 363(k), the prepetition lender may credit bid, directly or through acquisition vehicles, up to the full amount of the DIP obligations, the prepetition obligations, and any adequate protection superpriority claims in any sale of DIP or prepetition collateral, whether under section 363, a plan confirmed under section 1129(b)(2)(A)(ii)-(iii), or by a Chapter 7 trustee under section 725, without further court order; each is deemed a qualified bidder and its bid a qualified bid regardless of whether qualification requirements are met, and no debtor may object.

Avoidance Actions

• The DIP liens do not extend to avoidance actions or their proceeds; upon entry of the final order, the liens and DIP collateral extend to all avoidance action proceeds.
• The DIP superpriority claims and the adequate protection superpriority claim are payable from all assets of the loan parties, including avoidance action proceeds, from entry of the interim order.
• Where the interim order and the loan documents conflict, the order controls unless the order's own term is expressed as defined in or set forth in the credit agreement.

Challenge Period and Budget

• The stipulations, admissions, releases, and the roll-up bind all parties in interest, including any committee, unless a party with standing and requisite authority commences a challenge before the earlier of:
  • The deadline for objections to confirmation of an approved plan
  • 60 calendar days from entry of the interim order for any party in interest with requisite standing
  • For a Chapter 7 or Chapter 11 trustee appointed or elected before the period ends, the later of 75 calendar days after entry of the interim order and 30 calendar days after appointment
• The prepetition lender may extend the period in its sole discretion, and the court may extend it for cause on a motion filed and served within the period. Any challenge not timely and properly asserted is forever waived, released, and barred, and a standing order is a prerequisite to prosecution by a committee or other party in interest. A Chapter 7 or Chapter 11 trustee is treated as a party other than the debtors and is not bound by the debtors' stipulations for purposes of a challenge proceeding, and both lenders agree not to raise as a defense the ability of creditors to bring derivative suits on behalf of limited liability companies. Following a successful challenge the court may fashion any appropriate remedy, provided no remedy affects the validity, priority, or any other aspect of the DIP obligations or DIP liens.
• The debtors operate under an initial 13-week rolling consolidated budget and cash flow forecast attached to the interim order, which may not extend past the scheduled maturity date and includes a line item for weekly estate professional fee forecasts. Updated budgets are due every four weeks on Wednesday beginning the fourth week after the petition week, and become approved on the lender's affirmative approval or absent a written objection within five business days; if rejected, the prior approved budget remains in effect.
• Weekly variance reports are due on the third business day of each week, with the first delivered Sept. 16, 2026 covering the petition date through Sept. 11, 2026, with copies to any statutory committee's counsel; delivery is deemed a representation that the report fairly presents cash receipts and disbursements.

Permitted Variance

• Actual operating disbursements may not exceed, and actual total receipts may not fall below, the approved budget by more than the greater of 10% or $200,000, tested on a cumulative basis and resetting on approval of each new budget. The interim order states the variance test by reference to operating disbursements alone, while the credit agreement applies it to both total receipts and total operating disbursements.
• The initial variance report due Sept. 16, 2026 is excluded from the variance test, and professional and advisory fees of the debtors, the DIP lender, the prepetition lender, and any committee are neither capped at budgeted amounts nor tested for compliance.

Securities and Priorities

• Effective immediately upon entry of the interim order, the DIP lender receives automatically perfected liens on all DIP collateral, subject to the Carve-Out, with the following priorities:
  • First-priority liens under section 364(c)(2) on all DIP collateral unencumbered by valid, enforceable, perfected, and non-avoidable liens as of the petition date
  • Liens under sections 364(c)(3) and 364(d) on all other DIP collateral, junior only to any senior third party permitted liens and senior to the prepetition liens, the adequate protection liens, and all other liens
• DIP collateral covers substantially all of the debtors' present and after-acquired property, including the prepetition collateral, the equity interests in the borrower, the blocked account, proceeds account, and lender reserve account, and any residual interest in the funded reserve account after the Carve-Out is paid in full.
• The DIP obligations constitute allowed joint and several superpriority claims under section 364(c)(1) against each loan party, payable from all pre- and postpetition assets, senior to all other administrative expenses and adequate protection and diminution claims, and subject only to the Carve-Out.
• The priming is fully consensual: PIF, the only holder of prepetition liens to be primed, consented in its prepetition capacity, and the DIP liens do not prime any senior third party permitted liens. All intercompany and affiliate liens are contractually subordinated to the DIP liens and adequate protection liens.
• The DIP liens are not subject to section 510, the section 552 equities-of-the-case exception, section 506(c), or sections 549, 550, or 551 from entry of the interim order; the adequate protection liens receive the same protection only upon entry of the final order.

Prepetition Capital Structure and Stipulations

• The debtors' only funded debt is the June 4, 2026 facility agreement with PIF as lender and LIV Golf Holdings as borrower, maturing Dec. 31, 2026, guaranteed by the parent and its subsidiaries and secured by first priority liens on substantially all assets and the equity in LIV Golf Incorporated, with not less than $495 million of principal outstanding plus accrued interest, fees, expenses, and prepayment premiums as of the petition date.
• The debtors stipulate to the amount of the prepetition obligations, the enforceability of the facility documents, the validity, perfection, and first priority of the prepetition liens subject only to senior third party permitted liens, that neither PIF capacity is a control person or responsible person, insider, or responsible person by virtue of its conduct as lender, and the absence of claims against either lender, in each case subject to the challenge provisions.

Adequate Protection

Prepetition Lender

• Replacement and additional liens on all DIP collateral, junior and subject only to the DIP liens, any senior third party permitted liens, and the Carve-Out
• A section 507(b) superpriority administrative expense claim, solely to the extent of any diminution in value, junior and subject only to the DIP superpriority claims and the Carve-Out
• Continued accrual of interest on the prepetition obligations at the contract rate, paid in kind; immediate cash payment upon entry of the interim order of accrued and unpaid fees and disbursements under the prepetition documents; and thereafter payment when due of professional and advisory fees and expenses, including White & Case and FTI Consulting, from the lender reserve account and subject to the order's notice and objection procedures
• Financial reporting, budget compliance, milestone compliance, and the section 506(c), 552(b), and marshaling waivers described below
• The debtors may not incur or seek authority to incur any claim or lien pari passu with or senior to the DIP lender's other than the Carve-Out, or provide adequate protection to any party other than PIF without the DIP lender's consent, and must oppose any motion seeking it.

Releases

• The debtors release the DIP lender and, subject only to completion of the special committee's independent investigation, the prepetition lender, together with their affiliates, officers, directors, advisers, and related parties, from all claims arising out of or relating to the prepetition facility and its collateral and documents and the DIP facility and its collateral and documents, including lender liability, shadow directorship, equitable subordination, Bankruptcy Code claims, and challenges to the validity, priority, perfection, or avoidability of their liens and claims, and waive any related setoff, counterclaim, or deduction defense. The releases are subject to the challenge provisions.
• The special committee is the strategic initiative committee of LIV Golf Holdings, composed of Gene Davis and Jon Zinman, appointed as independent directors on April 13, 2026, to which the debtors delegated exclusive authority over conflict matters and any restructuring, financing, or sale transaction; it met at least twice weekly with the debtors' advisers and authorized entry into the facility.

Waivers

• Section 506(c): the debtors waive surcharge rights against the DIP lender, the DIP liens, and the DIP collateral upon entry of the interim order, and against the prepetition lender, the adequate protection liens, and the prepetition liens and collateral upon entry of the final order.
• Section 552(b): subject to entry of the final order, the equities of the case exception does not apply to either lender with respect to proceeds, product, offspring, or profits of the prepetition or DIP collateral.
• Marshaling: the doctrine does not apply to the DIP lender upon entry of the interim order and, subject to the final order, to the prepetition lender.
• The debtors irrevocably waive any right to seek modification or extension of the interim order without both lenders' written consent, and may not seek to alter the relative lien priorities it establishes.

Preservation of Tax Attributes

• The interim order provides that the debtors' net operating loss carryforwards and other tax attributes are estate property under section 541 and protected by the automatic stay under section 362(a)(3). PIF, which acknowledges it is a 50-percent shareholder of the borrower under section 382(g)(4)(D), may not claim worthlessness or abandonment deductions on equity interests in the debtors for any tax year ending on or before the plan effective date except as applicable law requires, and, until the second anniversary of the plan effective date or, if no plan goes effective, dismissal or conversion of the cases, may not transfer or encumber equity interests it directly holds in a debtor holding company where the transfer would reasonably be expected to cause an ownership change of the borrower under section 382, other than the granting or perfection of the DIP, adequate protection, and prepetition liens. A restricted transfer is permitted with the debtors' prior written consent, not to be unreasonably withheld, given in consultation with their tax advisers on a determination that it would not cause an ownership change or impair the attributes or section 382(l)(5) or (l)(6) qualification.
• PIF consented in each of its capacities as DIP lender, prepetition lender, and equity holder, and agreed the debtors' sole remedies for breach are specific performance and injunctive relief rather than monetary damages. PIF represents it has taken no such deduction, position, or transfer during the three years ending on the petition date.

Background and Marketing Process

• The debtors own and operate an international men's professional golf league founded in 2021 and backed by PIF, which has invested approximately $5 billion of equity capital since inception, hosting tournaments worldwide featuring league-contracted players in concurrent individual and team competition. Following PIF's April 30, 2026 announcement that it would not fund operations beyond the 2026 season, PIF provided the prepetition facility to fund the remainder of the season and give the debtors time to pursue strategic alternatives.
• The investment banker's strategic process reached more than 300 potential investors, approximately 100 of which signed non-disclosure agreements and approximately 30 of which conducted detailed diligence, producing final bids from five leading prospects and identifying BC Partners Advisors L.P. as the lead investor prepared to fund a new operating model referred to as LIV 2.0. The debtors and BC Partners signed a restructuring support agreement on Sept. 8, 2026 under which BC Partners agreed to fund its bid and to provide supplemental postpetition financing directed at start-up costs of the new model.
• Separately, beginning in August 2026 the banker solicited postpetition financing from 12 third-party institutions with a Sept. 3, 2026 deadline for indicative terms. All 12 declined and none submitted a proposal on any basis, citing the junior position any third-party financing would occupy relative to PIF and insufficient collateral value; as of the petition date no further discussions with third-party financing sources were scheduled.
• The plan the facility is sized to fund contemplates either a going-concern transaction with BC Partners or, if that transaction cannot be finalized on the facility's timeline, an orderly wind-down through a liquidating trust funded in part by a cash contribution from PIF for the benefit of holders of allowed general unsecured claims, with the facility repaid in full in cash on or before the plan effective date.
• The group is running parallel foreign proceedings: a foreign representative is to seek recognition of the English entities' cases before the English court under the Cross-Border Insolvency Regulations 2006, and the Jersey parent and Holdings are to be placed into a court-supervised Jersey administration. Commencement of the recognition applications and filing of the Jersey administration application are conditions to the interim loan, each within two business days of the relevant first day order and of interim order entry, with recognition without a discretionary stay required within 45 days of the petition date.

Key Dates

• Petition date: Sept. 8, 2026
• Interim hearing: Sept. 9, 2026, as contemplated by the proposed interim order
• Final hearing: date and objection deadline left blank in the proposed order; the motion asks for a hearing as soon as practicable and no later than 30 days after the petition date, while the milestones require the final order within 35 days
• Interim funding: single draw on the closing date following entry of the interim order; delayed draw no later than 35 days after the petition date