Lurin Real Estate Holdings XXI - Chapter 11 Plan Terms

Lurin Real Estate Holdings LXIV Plan Terms

Overview

• The amended liquidating plan filed Sept. 2, 2026 transfers substantially all of the debtor's non-litigation assets to prepetition lender BDS Mortgage Capital G LLC (Bridge) or its designee on the effective date through a credit bid, leaves the residual estate with a successor liquidating debtor, and channels general unsecured recoveries through a liquidating trust funded by Bridge, by unused committee professional fee amounts and by the estate's retained causes of action.
• The debtor, Lurin Real Estate Holdings LXIV, LLC, owns the Morgan Property, a multi-family apartment complex at 5473 27th Street South, St. Petersburg, Fla., and filed Chapter 11 on April 10, 2026; Mark Shapiro serves as chief restructuring officer, and an official committee of unsecured creditors was appointed at Docket No. 265.
• Bridge lent under a loan agreement dated Jan. 28, 2025, as amended, supported by a guaranty of recourse obligations from Jon P. Venetos dated on or about May 15, 2025.
• A single confirmation order does double duty, confirming the plan and approving the sale.

The Sale and Bridge Credit Bid

• Bridge will credit bid $41,081,036.63 on account of its prepetition loan agreement claims under section 363(k), plus any amounts owed to it for DIP advances under the final cash collateral order [Docket No. 536], and Bridge or its designee will take substantially all of the debtor's non-litigation assets on the effective date free and clear of liens and claims.
• The credit bid was the only qualified bid submitted by the qualified bid deadline set under the bidding procedures order, which authorized the debtor to enter into an asset purchase agreement with Bridge; the bid will be presented for approval to the Bankruptcy Court under section 363 pursuant to the plan and confirmation order.
• Bridge must satisfy in full any allowed senior other secured claim before the sale closes.
• Closing must already have occurred or must occur concurrently with the effective date, and the transfer is exempt from recording, stamp, conveyance, transfer, mortgage and similar taxes to the fullest extent permitted by section 1146(a).
• The transactions are effective as of the effective date without further state or local regulatory approvals, non-debtor consents, or action by the debtor's board or equityholders.

Classification and Treatment

• Class 1, other priority claims, is unimpaired and deemed to accept: payment in full in cash from the liquidating debtor on the later of the effective date and the date the claim becomes due, less favorable agreed treatment, or other treatment leaving the claim unimpaired under section 1124.
• Class 2, senior other secured claims, is unimpaired and deemed to accept: at the liquidating debtor's election, cash equal to the claim's value, the collateral securing it, or other treatment leaving the claim unimpaired; any deficiency is a Class 4 general unsecured claim.
• Class 3, the prepetition loan agreement claims, is impaired and votes, with Bridge as sole holder.
  • Allowance: $47,176,707.32, plus the DIP advances, per diem interest and charges accruing under the loan documents, and estimated legal fees, costs and expenses accruing from the petition date through the conclusion of the case.
  • Treatment: the Morgan Property plus a pro rata share of liquidating trust assets available for distribution under the waterfall, up to the full allowed amount, with any deficiency treated as a Class 4 general unsecured claim subject to the waterfall.
• Class 4, general unsecured claims, is impaired and votes, receiving a pro rata share of liquidating trust assets available for distribution under the waterfall; deficiency claims of both senior other secured holders and Bridge are classified here.
• Class 5, equity interests, is impaired and deemed to reject: no recovery, and all interests are canceled.
• Administrative, professional fee and priority tax claims are unclassified, with priority tax claims receiving treatment consistent with section 1129(a)(9)(C).

Liquidating Trust Waterfall

• Trust interests and the proceeds of trust assets are distributed pro rata to holders of allowed general unsecured claims, subject to a turnover in favor of third-party creditors: Bridge is deemed to turn over and surrender any distribution to which it would be entitled solely on account of its deficiency claim following the sale of the Morgan Property, in favor of allowed general unsecured claims held by persons and entities that are not insiders or affiliates of, or otherwise related in any way to, the debtor, until those claims are paid in full; once they are, Bridge may receive and retain its pro rata share.
• The liquidating trust assets consist of:
  • $50,000 contributed by Bridge
  • The unused portion of committee professional fee claims included in the carve out
  • Sale proceeds remaining after all claims senior to general unsecured claims are paid in full, excluding funds in the professional fee account attributable to the debtor's professionals
  • The retained causes of action
• The plan states that the trust will have limited resources to conduct any investigation and that the retained causes of action may generate no value, in which case general unsecured holders would receive no distribution.
• Distributions are made only after the liquidating reserve and the professional fee reserve are funded, and no postpetition interest accrues or is payable on claims.
• No distribution is required to any holder unless it would receive at least $50; smaller interim amounts are held in trust until the threshold is met, sub-threshold amounts held at the final distribution are treated as unclaimed property, and a distribution returned undeliverable becomes unclaimed property 90 days after the applicable distribution date and reverts to the liquidating debtor or the trust.

Liquidating Trust

• The trust is created on the effective date without further court action, with trust assets vesting free and clear of liens, claims and encumbrances and the transfer exempt from taxes and fees to the fullest extent permitted by section 1146(a); it is to be administered as a liquidating trust under Treasury Regulation section 301.7701-4(d) and a grantor trust under IRC sections 671 through 679, with no objective to conduct any trade or business beyond what the liquidation requires.
• The committee selects the liquidating trustee, who will be identified in the plan supplement, and the trustee is the debtor's successor as to the trust assets under section 1123, with authority to object to and settle general unsecured claims, prosecute, settle or abandon retained causes of action without further court approval, retain professionals, establish reserves and make distributions.
• The trustee is compensated from the trust assets at a reasonable rate on terms set in the liquidating trust agreement, which will be filed with the plan supplement, and the trustee's professionals are paid from trust assets in the ordinary course without court approval.
• The initial term runs five years from the effective date, extendable by court order for successive periods not exceeding three years in the aggregate without an IRS private letter ruling, with any further extension requiring such a ruling or comparable relief; the trustee may terminate earlier once all trust assets have been administered and no material duties remain.
• After termination the trustee continues acting to make final distributions, resolve outstanding claims and causes of action and satisfy tax and reporting obligations, and must retain the trust's books and records for one year before it may abandon or destroy them.
• From the effective date, the trust holds the exclusive rights of the estate to pursue, settle or abandon retained causes of action, and neither confirmation nor the non-disclosure of any particular cause of action releases or bars it; the schedule of retained causes of action is filed with the plan supplement.
• The debtor must transfer complete electronic copies of its books and records relating to the trust assets, together with the passwords and account information needed to reach them, and the attorney-client privilege, work product doctrine and similar immunities relating solely to those assets vest in the trust without waiver.

Liquidating Debtor, Reserves and Case Funding

• The liquidating debtor, the debtor's successor created on the effective date, administers all claims other than general unsecured claims, may enter into settlements, releases and compromises and retain and pay professionals without court approval, and makes all distributions other than those to general unsecured holders.
• Bridge funds the case's exit economics: $25,000 to the liquidating reserve for the costs of administering and liquidating the liquidating debtor, contributed on or before the effective date; $50,000 to the liquidating trust; and, before the effective date, the amount of unpaid professional fee claims within the carve out under the final cash collateral order.
• On the effective date the debtor establishes and funds a segregated professional fee account in cash equal to the professional fee reserve, being all unpaid professional fee claims as of that date; the account is not subject to any lien, is held in trust for the professionals and is not property of the estate, the debtor or the liquidating debtor.
• Professional fee claims are paid first from that account after allowance by final order; any shortfall becomes an allowed administrative claim payable by the liquidating debtor, and professional fee claims paid above the amounts in the reserve are capped at $400,000 in total for all professionals.
• Article II.B.1 provides that any cash remaining in the professional fee account after all allowed professional fee claims are paid becomes liquidating trust assets, while Article II.B.2 and the definition of liquidating trust assets send only the residual attributable to the committee's professionals to the trust and route the residual attributable to the debtor's professionals to the liquidating debtor.
• The liquidating debtor remains obligated to pay U.S. Trustee quarterly fees and file quarterly reports until the case is closed, dismissed or converted to Chapter 7, with the statutory fees themselves borne by the liquidating debtor and the trust in proportion to the fees each incurs.

Executory Contracts, Leases and Employee Arrangements

• All executory contracts and unexpired leases not previously rejected, assumed or assigned, including in connection with the sale, and not expired by their own terms are deemed rejected as of the effective date, with insurance contracts benefiting the debtor, the estate, the debtor's officers, managers and directors and the liquidating trust carved out.
• Rejection damages claims must be filed and served on the liquidating trustee within 21 days of the effective date or be forever barred, and any allowed rejection claim is treated as a Class 4 general unsecured claim.
• All employment, severance, retirement, indemnification and similar employee-related agreements and benefit arrangements still in place are terminated as of the effective date.
• On the effective date the debtor's membership interests, notes, bonds, indentures, options and warrants are canceled and the related governing documents released, except that agreements governing Bridge's claims survive to permit distributions and to allow Bridge to maintain, release or otherwise act on its liens; the liquidating debtor will merge, dissolve or otherwise terminate the debtor's corporate existence, with discretion to defer dissolution for tax efficiency.

Voting and Consent Rights

• Classes 3 and 4 vote; Classes 1 and 2 are deemed to accept; Class 5 is deemed to reject.
• The debtor may modify the plan and seek confirmation without resolicitation, but may not alter, amend or modify any provision affecting in any manner the treatment of the prepetition loan agreement claims without Bridge's prior written consent, or the treatment of general unsecured claims without the committee's prior written consent; post-effective date modifications require court approval on motion of the liquidating debtor or the trust.
• The debtor reserves the right to revoke or withdraw the plan before the effective date and to file subsequent Chapter 11 plans.

Releases, Exculpation and Injunction

• The released parties are the debtor's professionals and chief restructuring officer Mark Shapiro, the committee and its members, the committee's professionals, and Bridge together with its officers, directors, members, managers, employees, affiliates, consultants and advisors.
• Two express carve-outs limit the release: nothing releases, waives, impairs or compromises Bridge's rights, claims or remedies against the debtor or any other party, including against Venetos under the guaranty, the loan documents or applicable law; and Venetos, any current or former insiders of the debtor other than the chief restructuring officer, and any of their affiliates are not released parties.
• The plan defines the releasing parties as the debtor, the committee and Bridge, but the operative release at Article IX.B runs only from the debtor and the estate.
• The debtor releases do not waive obligations under the plan or implementing documents, or causes of action found by final order to result from a released party's actual fraud, gross negligence or willful misconduct.
• Exculpation is limited to the committee and its members, covering postpetition acts through the effective date in connection with the plan, plan supplement, disclosure statement, the case and distributions, subject to the same carve-outs for plan obligations and for acts determined by final order to be actual fraud, willful misconduct or gross negligence.
• No entity may bring a claim against an exculpated party relating to the case, the plan documents or any related transaction unless the Bankruptcy Court first determines after notice and a hearing that the claim is colorable and specifically authorizes it, with the court retaining sole and exclusive jurisdiction over the underlying claim.
• Holders of claims and interests are permanently enjoined from commencing or continuing any action, enforcing or collecting any judgment, or creating or perfecting any encumbrance against the debtor, the liquidating debtor or the liquidating trust on account of their claims or interests, and from asserting setoff, subrogation or recoupment against them unless the holder filed a motion seeking that right on or before the confirmation date.
• The debtor, the estate, the liquidating debtor and the trust may set off retained causes of action, once reduced to a final non-appealable judgment, against an allowed claim before any distribution on it, without waiving the underlying cause of action; a holder may recoup only if it actually performed the recoupment and gave written notice on or before the effective date.
• After the effective date the liquidating debtor and the trust may compromise and settle claims against the estate and causes of action against third parties without further court approval.

Conditions to Confirmation and Effectiveness

• Confirmation requires entry of the confirmation order, execution of all actions, documents and agreements necessary to implement the plan, and receipt of any required consents, approvals and authorizations.
• The effective date requires the last of the following to occur:
  • The debtor has fully funded the professional fee account with all amounts contemplated for holders of professional claims
  • The confirmation order is a final order, treated as final if appealed without a stay in place
  • The sale has closed or closes concurrently with the effective date
  • All implementing documents have been executed, delivered and, where required, filed with applicable governmental units
• The debtor may waive any condition to confirmation or consummation without notice, leave or court order, and substantial consummation under section 1101(2) is deemed to occur on the effective date.

Post-Effective Date Deadlines

• Administrative claims other than professional fee claims: requests due 21 days after the effective date, with objections due 90 days after the effective date; unfiled claims are forever barred and deemed discharged.
• Professional fee claims: final fee applications due 45 days after the effective date.
• Rejection damages claims: 21 days after the effective date.
• Claim objections: 180 days after the effective date, extendable by court approval for an additional 180 days, with a motion to extend automatically tolling the deadline until the court rules.
• The committee dissolves automatically on the effective date, and its members, professionals and agents are released from further duties except to file applications for professional compensation.

Lurin Real Estate Holdings XLII Plan Terms

Overview

• Lurin Real Estate Holdings XLII, LLC filed an amended liquidating plan on Sept. 11, 2026 covering only the Elements debtor among the jointly administered Lurin cases; it petitioned Aug. 3, 2026. The plan sells the Elements Property, a multi-family apartment complex at 3201 3rd Avenue N., St. Petersburg, Fla., to the highest bidder on the effective date, with prepetition lender BDS IV Mortgage Capital J LLC, referred to here as Bridge, setting the floor at a $118.6 million credit bid.
• The plan monetizes the debtor through a Chapter 11 sale and then splits the estate in two: substantially all non-litigation assets transfer to the highest bidder on the effective date under the confirmation order, a liquidating debtor succeeds to the debtor and administers every claim other than general unsecured claims, and a liquidating trust run by a committee-selected trustee takes the retained causes of action and funds distributions to general unsecured creditors.
• The principal parties are BDS IV Mortgage Capital J LLC, referred to as Bridge, the prepetition lender and stalking-horse credit bidder; the official committee of unsecured creditors appointed at Docket No. 265, which selects the liquidating trustee and holds a consent right over general unsecured claim treatment; Mark Shapiro, the chief restructuring officer, who signed the plan for the debtor; and Jon P. Venetos, guarantor under a Guaranty of Recourse Obligations dated on or about Jan. 28, 2025, whose exposure to Bridge survives the plan untouched.

Sale and Stalking Horse Bid

• Size: Bridge's stalking-horse bid is a credit bid under section 363(k) of $118,630,636.86 on account of its prepetition loan agreement claims, plus any additional amounts it incurred or advanced from and after the petition date under the loan documents as defined in the final cash collateral order.
• The credit-bid claims arise under a loan agreement between the debtor as borrower and Bridge as lender dated as of Jan. 28, 2025, as amended or supplemented, and are allowed in the amount fixed by the final cash collateral order.
• The bidding procedures order authorized the debtor to enter into an asset purchase agreement with Bridge, and the credit bid remains subject to higher and better bids; whichever bid prevails will be approved under section 363 free and clear of liens and claims through the plan and the confirmation order, which serves as both the confirmation and sale approval order.
• Before closing on the credit bid, Bridge must satisfy in full any allowed senior other secured claim, meaning any secured claim senior in priority to its own.
• The sale must already have closed or close concurrently with the effective date, and all plan transactions become effective then without further state or local regulatory approvals, non-debtor consents, or board, member, manager or stockholder action. The sale of the non-litigation assets is exempt from recording, stamp, conveyance, intangibles, transfer, sale, use and mortgage recording taxes to the fullest extent permitted by section 1146(a).

Cash Collateral Order Linkage and Milestones

• The final cash collateral order at Docket No. 740 supplies the allowed amount of Bridge's secured claim, the carve-out and the sale milestones, which the plan incorporates by reference and leaves in that order rather than restating.
• Compliance carries direct economics: if the sale meets the milestones, Bridge's allowed secured claim excludes default interest and late fees.
• Bridge funds the case's professional costs on two tracks: before the effective date it must fund to the debtor the unpaid professional fee claims within the carve-out under the cash collateral order, and it contributes the $75,000 liquidating reserve on or before the effective date.

Treatment of Claims and Interests

• Administrative claims, professional fee claims and priority tax claims are unclassified. Priority tax claims receive treatment consistent with section 1129(a)(9)(C), with any claim not yet due paid per agreement with the debtor or liquidating debtor or as it comes due under applicable non-bankruptcy law.
• Class 1, other priority claims (unimpaired, deemed to accept): payment in full in cash by the liquidating debtor on the later of the effective date or when the claim comes due, less favorable agreed treatment, or any other treatment leaving the claim unimpaired under section 1124.
• Class 2, senior other secured claims (unimpaired, deemed to accept): at the liquidating debtor's election, cash equal to the value of the claim, the collateral securing it, or other treatment rendering it unimpaired; any deficiency drops into Class 4.
• Class 3, prepetition loan agreement claims held solely by Bridge (impaired, entitled to vote): either the proceeds of the sale of the Elements Property or, if the credit bid prevails, the Elements Property itself, in each case plus a pro rata share of liquidating trust assets under the waterfall and in each case capped at the full allowed amount of the claims; any deficiency is a Class 4 claim subject to the waterfall.
• Class 4, general unsecured claims (impaired, entitled to vote): a pro rata share of liquidating trust assets available for distribution under the waterfall. Rejection damages claims and secured deficiency claims are channeled here.
• Class 5, interests (impaired, entitled to vote): each holder retains its interest in the liquidating debtor.
• Any class without a holder of an allowed or temporarily allowed claim as of the confirmation date is deemed eliminated for voting purposes.

Liquidating Trust and Waterfall

• Funding: the trust is capitalized with $75,000 contributed by Bridge, the unused portion of committee professional fee claims within the carve-out, sale proceeds remaining after all claims senior to general unsecured claims are paid in full, and the retained causes of action; funds in the professional fee account attributable to the debtor's professionals are excluded. The plan provides for a $75,000 Bridge contribution twice, once as the trust's opening cash and once as the liquidating reserve held by the liquidating debtor, without stating whether that is one contribution or two.
• Waterfall: trust interests and proceeds distribute pro rata to holders of allowed general unsecured claims, with Bridge deemed to turn over and surrender any distribution attributable solely to its deficiency claim following the sale of the Elements Property to general unsecured creditors that are not insiders or affiliates of, or otherwise related in any way to, the debtor, until those claims are paid in full; once they are, Bridge may receive and retain its pro rata share. Any excess after both allowed general unsecured claims and Bridge's allowed claims are paid in full reverts to the liquidating debtor.
• The trustee is the individual selected by the committee and identified in the plan supplement, appointed as of the effective date, with successors named under the liquidating trust agreement, which will be filed with the plan supplement.
• Powers: the trustee succeeds to the debtor for all purposes under section 1123 as to the trust assets and may liquidate and object to general unsecured claims, prosecute, settle, resolve or abandon retained causes of action, enter settlements and releases without further court approval, retain professionals, make distributions under the waterfall, open accounts and fund reserves, and execute and record any necessary instruments.
• Compensation: the trustee is paid from trust assets at a reasonable rate on the terms of the trust agreement, and the trustee's professionals are paid from trust assets in the ordinary course without court approval or allowance.
• Term: five years from the effective date, extendable by court order for successive periods totaling no more than three additional years without a favorable IRS private letter ruling that the extension would not adversely affect the trust's status; any further extension requires such a ruling or other relief preserving the intended tax treatment. The trustee may terminate earlier once all assets are administered and no material duties remain, subject to the trust agreement and any applicable court order.
• Trust assets vest free and clear of liens, claims and encumbrances without further court action, the transfer is exempt from taxes and fees to the extent permitted by section 1146(a), and the trust is administered to qualify as a liquidating trust under Treasury Regulation section 301.7701-4(d) and a grantor trust under IRC sections 671 through 679.
• Post-termination, the trustee continues to make final distributions, resolve outstanding general unsecured claims and retained causes of action and satisfy tax and reporting obligations, retaining the trust's books and records for one year before it may abandon or destroy them.

Liquidating Debtor and Reserves

• Liquidating reserve: $75,000, contributed by Bridge on or before the effective date, covering the reasonable costs and expenses of administering and liquidating the liquidating debtor, including its professionals.
• Professional fee reserve: the total unpaid professional fee claims as of the effective date, funded on the effective date into a segregated professional fee account held in trust for the professionals, free of liens and not property of the estate, the debtor or the liquidating debtor.
• Allowed professional fee claims are paid first from that account; any shortfall becomes an allowed administrative claim payable by the liquidating debtor notwithstanding the administrative claims bar date, though professional fee claims above the reserve are capped at $500,000 in the aggregate for all professionals.
• Residual account balances split by constituency once all allowed professional fee claims are paid: amounts attributable to the committee's professionals become liquidating trust assets, and amounts attributable to the debtor's professionals become assets of the liquidating debtor, in each case without further court order. An earlier provision of the same article instead sends any remaining balance in the account to the liquidating trust in full.
• The liquidating debtor administers all claims other than general unsecured claims, including allowed administrative, priority tax and other priority claims unpaid as of the effective date, and may grant settlements, releases and compromises and retain and pay professionals without court approval.
• On the effective date the liquidating debtor will enter into the transactions needed to merge, dissolve or otherwise terminate the debtor's corporate existence, with discretion to defer dissolution to promote efficiencies in the accrual of tax and other payment liabilities. Debtor obligations under membership interests, notes, bonds, indentures, purchase rights, options and warrants are cancelled as to the debtor, with the governing agreements surviving only to let Bridge receive distributions and maintain or release its liens.
• Substantial consummation under section 1101(2) is deemed to occur on the effective date, and the liquidating debtor remains obligated to pay U.S. Trustee quarterly fees and file quarterly reports until the cases close, are dismissed or convert to Chapter 7.

Retained Causes of Action

• Retained causes of action are all causes of action of the debtor not released or waived under the plan, including rights to object to or defend against any claim asserted as a general unsecured claim.
• From the effective date the trust, acting through the trustee, holds the estate's exclusive rights to prosecute, settle or abandon them without further court order, and confirmation effects no settlement, compromise, waiver or release of any retained cause of action unless the plan or confirmation order specifically and unambiguously so provides.
• The reservation expressly reaches claims against any insurer or insurance policy in which the debtor or its current or former personnel have an insurable or other interest, and against any recipient of a transfer identified in the debtor's statement of financial affairs on Chapter 5 avoidance theories. Non-disclosure of a particular cause of action is not a waiver, no party may rely on the absence of a reference in the plan or disclosure statement, and entry of the confirmation order is not res judicata as to causes of action not specifically identified in the plan, the plan supplement, the schedule of retained causes of action or the disclosure statement.

Releases, Exculpation and Injunction

• The debtor and its estate release the debtor's professionals and the chief restructuring officer, Mark Shapiro; the committee and its members; the committee's professionals; and Bridge together with its officers, directors, members, managers, employees, affiliates, consultants and advisors, under section 1123(b) effective on and after the effective date. No creditor or third-party releases are granted; the plan separately defines the releasing parties to include the committee and Bridge, but the only release it grants runs from the debtor and the estate.
• The releases carve out obligations under the plan or its implementing documents and any cause of action found by final order to result from a released party's actual fraud, gross negligence or willful misconduct.
• Bridge's rights against the debtor and any other party are untouched, most significantly its rights against Venetos under the guaranty and the loan documents. Venetos and any current or former insiders of the debtor other than the chief restructuring officer, together with their affiliates, are expressly excluded from released party status.
• Exculpation runs only to the committee and its members, covering postpetition acts through the effective date in connection with the plan, plan supplement, disclosure statement, the Chapter 11 case and distributions, subject to the same carve-outs for plan obligations and for acts determined by final order to be actual fraud, willful misconduct or gross negligence.
• The plan permanently enjoins holders of claims and interests from commencing or continuing actions, enforcing judgments, creating or perfecting encumbrances, or asserting setoff, subrogation or recoupment against the debtor, the liquidating debtor or the trust, with setoff preserved only for a holder that filed a motion seeking that right on or before the confirmation date and recoupment preserved only where the holder actually performed it and gave the debtor written notice on or before the effective date. Running the other way, the debtor, the estate, the liquidating debtor and the trust may set off any retained cause of action, once reduced to a final non-appealable judgment, against an allowed claim before distributing on it, and failing to do so waives nothing. Suits against the exculpated parties require the court first to find a colorable claim after notice and a hearing and to authorize the suit, with the bankruptcy court retaining sole and exclusive jurisdiction to adjudicate the underlying claim.
• Existing stays and injunctions under section 362 continue until the later of the effective date and the date set in the order granting them. The plan binds all holders of claims and interests to the maximum extent permitted by law, whether or not a holder receives or retains anything and whether it voted to reject or failed to vote.

Conditions to Confirmation and Effectiveness

• Confirmation requires entry of a confirmation order approving the plan, execution or effectuation of all implementing actions, documents and agreements, and receipt of any required consents, approvals and authorizations.
• The effective date requires the last of the following to be satisfied or waived:
  • full funding of the professional fee account with all amounts contemplated for holders of professional claims
  • the confirmation order having become a final order, treated as final where an appeal is taken but no stay is in place
  • closing of the sale, either already occurred or concurrent with the effective date
  • execution and delivery of all implementing documents and, where required, filing with the applicable governmental units
• The debtor may waive any condition to confirmation or consummation without notice, leave or court order, and nothing in the plan or disclosure statement operates as a waiver, release, prejudice or admission if consummation does not occur.

Amendment, Modification and Withdrawal

• The debtor may modify the plan and seek confirmation without resoliciting votes, but cannot alter, amend or modify any provision affecting in any manner the treatment of the prepetition loan agreement claims without Bridge's prior written consent, or the treatment of general unsecured claims without the committee's prior written consent.
• Post-effective date modifications require a court order on motion by the liquidating debtor or the trust. The debtor reserves the right to revoke or withdraw the plan before the effective date and to file subsequent Chapter 11 plans, in which case the plan is null and void without prejudice or admission.
• The plan controls over the disclosure statement, the plan supplement and any other referenced order, and the confirmation order controls over the plan.

Executory Contracts and Leases

• All executory contracts and unexpired leases not previously rejected, including by operation of section 365(d)(4), assumed, or assumed and assigned in connection with the sale, and not expired under their own terms, are deemed rejected on the effective date, with the confirmation order serving as the approving order under sections 365 and 1123.
• Insurance contracts benefiting the debtor, the estate, the debtor's officers, managers and directors, or the trust are carved out of the blanket rejection, and rejection does not terminate preexisting obligations owed to the debtor.
• Rejection damages claims must be filed and served on the liquidating trustee within 21 days after the effective date or be forever barred, and any that are allowed are treated as Class 4 claims.
• All employment, severance, retirement, indemnification and similar employee-related agreements and arrangements, including employee benefits, not previously terminated end as of the effective date.

Key Dates and Distribution Mechanics

• Administrative claims other than professional fee claims: requests due 21 days after the effective date; objections due 90 days after the effective date or as otherwise fixed by the court.
• Professional fee claims: final fee applications due 45 days after the effective date.
• Claim objections: due 180 days after the effective date, extendable by court approval for an additional 180 days without prejudice to further requests, with a pending extension motion automatically tolling the deadline.
• Committee dissolution: automatic on the effective date, with members, professionals and agents released from further duties except to file fee applications.
• Security deposits provided by the debtor after the petition date: returned to the liquidating debtor within 10 days after the effective date without deduction or offset, absent a court-approved written agreement.
• Records: the claims and noticing agent may destroy paper records two years after the effective date.
• Minimum distribution: $50, with smaller interim amounts held in trust until the threshold is met and residual sub-threshold amounts at final distribution treated as unclaimed property. Undeliverable distributions and unnegotiated checks revert after 90 days, no postpetition interest accrues on claims, and distributions apply first to principal and then to accrued interest.
• Creditor default: an act or omission by a holder of a claim or interest contravening the plan is an event of default, on which the liquidating debtor or the trust may seek contempt, specific performance, a designee to execute documents under Bankruptcy Rule 7070, or a damages judgment including interest.

Lurin Real Estate Holdings XLII Plan Terms

Overview

• Lurin Real Estate Holdings XLII, LLC, the "Elements" debtor within the jointly administered Lurin Real Estate Holdings cases, filed an amended liquidating plan on Sept. 17, 2026, dated Sept. 11, 2026, built around a sale of substantially all of its non-litigation assets to the highest bidder, with BDS IV Mortgage Capital J LLC, the prepetition secured lender the plan calls Bridge, holding the stalking horse position via credit bid.
• The debtor's principal asset is the Elements Property, a multi-family apartment complex at 3201 3rd Avenue N., St. Petersburg, Florida. The debtor filed Chapter 11 on Aug. 3, 2026, and Mark Shapiro serves as chief restructuring officer.
• The plan splits post-effective-date administration between two vehicles:
  • A liquidating debtor, the successor to the debtor created on the effective date, which administers all claims other than general unsecured claims and may settle, release, and compromise them and retain and pay professionals without Bankruptcy Court approval.
  • A liquidating trust, whose trustee is selected by the official committee of unsecured creditors and identified in the plan supplement, which liquidates the trust assets, administers general unsecured claims, and prosecutes retained causes of action.
• Excess liquidating trust proceeds remaining after allowed general unsecured claims and allowed prepetition loan agreement claims are paid in full revert to the liquidating debtor.

Sale and Stalking Horse Credit Bid

• Bridge's stalking horse bid is a credit bid under section 363(k) of $118,630,636.86 on account of its prepetition loan agreement claims, plus any additional amounts incurred or advanced by Bridge after the petition date under the loan documents.
• The bidding procedures order authorized the debtor to enter into an asset purchase agreement with Bridge; the stalking horse bid remains subject to higher and better bids, and whichever bid prevails will be approved under section 363 free and clear of liens and claims through the plan and confirmation order.
• Bridge must satisfy in full any allowed senior other secured claim before closing a sale on the stalking horse bid.
• The sale transfers substantially all non-litigation assets on the effective date and is approved effective as of that date without further state or local regulatory approvals, non-debtor consents, or board, member, or stockholder action; to the fullest extent permitted by section 1146(a), the transfer is exempt from recording, stamp, transfer, mortgage, sale and use, and similar taxes and assessments, as is the transfer of liquidating trust assets.
• The prepetition loan agreement is the Jan. 28, 2025 loan agreement between the debtor as borrower and Bridge as lender, as amended or supplemented; Jon P. Venetos guaranteed the recourse obligations under a guaranty dated on or about the same date.

Treatment of Claims and Interests

• Administrative claims, professional fee claims, and priority tax claims are unclassified.
  • Allowed administrative claims are paid in cash by the liquidating debtor, on the effective date if then allowed, on the first business day after the date 21 days after allowance if later, in the ordinary course for ordinary-course liabilities, or on agreed or court-ordered terms. Requests for payment are due 21 days after the effective date, though section 503(b)(9) claims run to the claims bar date instead and statutory fee claims require no request; objections are due 90 days after the effective date.
  • Professional fee claims are paid in cash first from the professional fee account after Bankruptcy Court approval by final order, with final fee applications due 45 days after the effective date. Where the account is insufficient, each professional holds an allowed administrative claim for the shortfall, payable by the liquidating debtor notwithstanding the administrative claims bar date, though professional fee claims paid above the professional fee reserve are capped at $500,000 for all professionals combined.
  • Allowed priority tax claims receive treatment consistent with section 1129(a)(9)(C) unless the holder agrees to less favorable treatment; a claim not due and owing on the effective date is paid under any agreement between the holder and the debtor or liquidating debtor, or as it comes due under applicable non-bankruptcy law.
• Class 1, other priority claims (unimpaired, deemed to accept, not voting): payment in full in cash by the liquidating debtor on the later of the effective date and the date the claim becomes due and payable; less favorable agreed treatment; or other treatment leaving the claim unimpaired.
• Class 2, senior other secured claims — secured claims senior in priority to Bridge's claims (unimpaired, deemed to accept, not voting): at the liquidating debtor's election, cash equal to the value of the claim, the collateral securing it, or other treatment rendering it unimpaired; any deficiency claim drops to Class 4.
• Class 3, prepetition loan agreement claims (impaired, entitled to vote): Bridge, the sole holder, receives either the proceeds of the sale of the Elements Property plus its pro rata share of liquidating trust assets available for distribution, or, if its stalking horse credit bid prevails, the Elements Property itself plus that same pro rata share, in each case capped at the full allowed amount of its claims.
  • Allowance is as set forth in the final cash collateral order, entered at Docket No. 740, provided that if the sale complies with the milestones set in that order, the allowed secured claim excludes default interest and late fees.
  • Any Bridge deficiency claim is treated as a Class 4 general unsecured claim, subject to the liquidating trust waterfall.
• Class 4, general unsecured claims (impaired, entitled to vote): pro rata share of liquidating trust assets available for distribution under the liquidating trust waterfall. General unsecured claims include deficiency claims and any allowed rejection damages claims.
• Class 5, interests (impaired, entitled to vote): each holder retains its interest in the liquidating debtor.
• Any class without a holder of an allowed or temporarily allowed claim or interest as of the confirmation date is deemed vacant and eliminated for voting and acceptance purposes. Nothing in the plan affects the debtor's, the estate's, the liquidating debtor's, or the liquidating trustee's defenses, setoff, or recoupment rights as to unimpaired claims.

Liquidating Trust and Waterfall

• The liquidating trust assets consist of:
  • $75,000 contributed by Bridge
  • the unused portion of committee professional fee claims included in the carve out under the final cash collateral order
  • sale proceeds remaining after all claims senior to general unsecured claims are paid in full
  • the retained causes of action
  Funds in the professional fee account attributable to the debtor's professionals are excluded.
• The waterfall gives the economics of the trust to third-party unsecured creditors first: interests in the trust and proceeds of trust assets are distributed pro rata to holders of allowed general unsecured claims, with Bridge deemed to turn over and surrender any distributions attributable solely to its deficiency claim following the sale of the Elements Property to holders of allowed general unsecured claims that are not insiders, affiliates, or otherwise related to the debtor, until those claims are paid in full; once they are, Bridge may receive and retain its pro rata share. Any remaining proceeds after allowed general unsecured claims and allowed prepetition loan agreement claims are paid in full return to the liquidating debtor.
• On the effective date, the debtor contributes the trust assets, the trustee executes the liquidating trust agreement to be filed with the plan supplement, and the assets vest free and clear of liens, claims, and encumbrances without further court action.
• The trust's beneficiaries are holders of allowed general unsecured claims; it is to be administered as a liquidating trust under Treasury Regulation section 301.7701-4(d) and a grantor trust under IRC sections 671 through 679, with no objective to engage in any trade or business beyond what liquidation requires.
• Trustee powers run to adjudicating, objecting to, settling, and liquidating general unsecured claims; prosecuting, settling, or abandoning retained causes of action, including entering into settlements and releases without further court approval; retaining professionals; making distributions under the waterfall; maintaining accounts, investing cash, funding reserves, and paying trust taxes, fees, and expenses; and executing documents necessary to effectuate the plan as to trust assets.
• The trustee is compensated from trust assets at a reasonable rate on terms set in the trust agreement, and the trustee's professionals are paid from trust assets in the ordinary course without court approval.
• Term: five years from the effective date, extendable by court order for successive periods not exceeding three years in the aggregate without an IRS private letter ruling; any longer extension requires such a ruling or comparable relief to preserve the intended tax treatment. The trustee may terminate earlier once all assets are administered and no material duties remain.
• After termination the trustee continues acting to make final distributions, resolve outstanding general unsecured claims and retained causes of action, and satisfy tax and reporting obligations, retaining the trust's books and records for one year before it may abandon or destroy them. The claims and noticing agent may destroy paper records two years after the effective date.

Reserves and Funding

• Liquidating reserve: $50,000, contributed by Bridge on or before the effective date, to cover the costs and expenses of administering and liquidating the liquidating debtor, including those of its professionals.
• Professional fee reserve: the total unpaid professional fee claims as of the effective date, funded into a segregated professional fee account. Bridge funds the unpaid professional fee claims in the carve out to the debtor before the effective date under the final cash collateral order, and the debtor establishes and funds the account on the effective date.
• The professional fee account is not subject to any lien, is held in trust by the liquidating debtor for the professionals, and is not property of the estate, the debtor, or the liquidating debtor. After all allowed professional fee claims are paid, the balance attributable to the committee's professionals becomes liquidating trust assets and the balance attributable to the debtor's professionals becomes assets of the liquidating debtor, in each case without further court action.
• The plan states in one place that any balance remaining in the professional fee account upon payment in full of allowed professional fee claims becomes liquidating trust assets, and in another that only the portion attributable to the committee's professionals does, with the debtor's professionals' portion going to the liquidating debtor.
• Distributions on allowed claims as of the effective date are made only after the reserves are funded.

Retained Causes of Action

• Retained causes of action are all causes of action not released or waived under the plan, including rights to object to or defend against any claim asserted as a general unsecured claim, and they pass to the liquidating trust, which holds the estate's exclusive rights to pursue, settle, or abandon them without further court order.
• The trust expressly preserves claims against insurers and insurance policies in which the debtor or its current or former personnel hold an interest, and against any recipient of a transfer identified in the debtor's statement of financial affairs on Chapter 5 avoidance theories.
• Confirmation effects no settlement, waiver, or release of any retained cause of action unless the plan or confirmation order says so specifically and unambiguously, and the confirmation order is not res judicata as to retained causes of action even where not identified in the plan, plan supplement, schedule of retained causes of action, or disclosure statement.
• The debtor must transfer complete electronic copies of its books and records relating to the trust assets, along with the digital account credentials needed to reach them, and the attorney-client privilege, work product protection, and similar immunities relating solely to the trust assets vest in the liquidating trust on the effective date without waiver.

Releases, Exculpation, and Injunction

• The plan defines the releasing parties as the debtor, the committee, and Bridge, though the release it actually grants runs only from the debtor and the estate, which release the released parties under section 1123(b) effective on and after the effective date.
• Released parties are the debtor's professionals and the chief restructuring officer; the committee and its members; the committee's professionals; and Bridge together with its officers, directors, members, managers, employees, affiliates, consultants, and advisors.
• Two carve-outs bound the release, and the plan repeats both in the release, retained causes of action, and injunction articles:
  • Nothing releases, waives, impairs, or compromises Bridge's rights, claims, or remedies against the debtor or any other party, including against Jon P. Venetos as guarantor under the guaranty, the loan documents, or applicable law.
  • Venetos, any current or former insiders of the debtor other than the chief restructuring officer, and their affiliates are not released parties.
• The debtor releases do not waive obligations of any party under the plan or implementing documents, or causes of action found by final order to result from a released party's actual fraud, gross negligence, or willful misconduct.
• Exculpation runs only to the committee and its members, covering postpetition acts through the effective date in connection with formulating, negotiating, preparing, implementing, or administering the plan, plan supplement, disclosure statement, and related documents, and the liquidation and the case itself, excepting plan obligations and acts determined by final order to be actual fraud, willful misconduct, or gross negligence.
• No entity may commence or pursue any claim against an exculpated party relating to the case, the plan process, or Chapter 5 avoidance claims without the Bankruptcy Court first finding, after notice and a hearing, that the claim is colorable and specifically authorizing it; the Bankruptcy Court retains sole and exclusive jurisdiction to adjudicate the underlying claim.
• From the effective date, holders of claims and interests are permanently enjoined from commencing or continuing actions, enforcing judgments, creating or enforcing encumbrances, or asserting setoff, subrogation, or recoupment against the debtor, the liquidating debtor, or the liquidating trust on account of claims or interests, except that a holder that filed a motion seeking setoff on or before the confirmation date is preserved. Recoupment requires that the holder actually performed the recoupment and gave written notice to the debtor on or before the effective date. Injunctions and stays in existence on the confirmation date continue until the later of the effective date and the date set in the order granting them.
• Running the other way, the debtor, the estate, the liquidating debtor, and the liquidating trust may set off against any allowed claim, before distributing on it, any retained cause of action once liquidated to a final non-appealable judgment; neither a failure to set off nor the allowance of the claim waives the underlying cause of action, and a holder may not set off against a retained cause of action unless it first obtains relief from the Bankruptcy Court on a motion filed on or before the confirmation date.
• After the effective date, the liquidating debtor or the trust may compromise and settle claims against the debtor and its estate, and causes of action against other entities, without further Bankruptcy Court approval.
• The plan binds all holders of claims and interests to the maximum extent permitted by law, whether or not they receive or retain anything and whether or not they voted.

Executory Contracts and Leases

• All executory contracts and unexpired leases not previously rejected, assumed, or assumed and assigned, including in connection with the sale, and not expired by their terms are deemed rejected as of the effective date, with the confirmation order constituting the rejection order; insurance contracts benefiting the debtor, the estate, the debtor's officers, managers, and directors, or the liquidating trust are carved out.
• Rejection damages claims must be filed and served on the liquidating trustee within 21 days of the effective date or be forever barred, without any objection or further court action; allowed rejection claims are Class 4 general unsecured claims.
• Rejection does not terminate preexisting obligations owed to the debtor, and nothing in the plan admits that any contract or lease is executory or unexpired or that the estate has liability under it.

Distribution Mechanics

• The liquidating trust makes all distributions to holders of allowed general unsecured claims; the debtor or liquidating debtor makes all other distributions. Neither is required to post a bond or other security.
• The distribution record date is the date the confirmation order is entered, or such other date designated by the debtor, the liquidating debtor, or the trustee.
• No distribution is required unless the holder would receive at least $50; smaller interim distributions are held in trust until the holder's entitlement reaches that threshold, and amounts still below it at the final distribution are treated as unclaimed property.
• Distributions are allocated first to principal and then to accrued but unpaid interest. Postpetition interest does not accrue or get paid on claims or interests absent a final order, the plan, the confirmation order, or applicable bankruptcy law.
• Objections to claims are due 180 days after the effective date, extendable by court approval for an additional 180 days, with the deadline automatically extended pending a ruling on any extension motion.

Conditions Precedent

• To confirmation: entry of the confirmation order approving the plan; execution or effectuation of all documents and agreements necessary to implement the plan; and receipt of all required consents, approvals, and authorizations, if any.
• To the effective date: full funding of the professional fee account with all amounts contemplated for professional claims; the confirmation order being a final order, which is deemed satisfied if an appeal is taken without a stay; closing of the sale on or concurrently with the effective date; and execution, delivery, and any required filing of all implementing documents.
• The debtor may waive any condition to confirmation or consummation without notice, leave, or court order beyond proceeding to confirm or consummate.
• If consummation does not occur, the plan and disclosure statement waive no claims, prejudice no party's rights, and constitute no admission.

Consent and Amendment Rights

• The debtor may not alter, amend, or modify any provision affecting, in any manner, the treatment of the prepetition loan agreement claims without Bridge's prior written consent, or the treatment of general unsecured claims without the committee's prior written consent.
• Subject to those consents and to section 1127 and Bankruptcy Rule 3019, the debtor may modify the plan before and after confirmation, including to cure defects or reconcile inconsistencies, and may seek confirmation of a modified plan without resoliciting votes; after the effective date, modifications require a court order on motion of the liquidating debtor or the trust.
• Entry of the confirmation order approves all modifications made since solicitation and establishes that they require no further disclosure or resolicitation.
• The debtor may revoke or withdraw the plan before the effective date and file subsequent Chapter 11 plans, in which case the plan is null and void, embodied settlements and contract dispositions are void absent a separate order, and no claims are waived, rights prejudiced, or admissions made.
• Where the plan conflicts with the disclosure statement, plan supplement, or any other referenced order, the plan controls; the confirmation order controls over the plan.

Wind-Down and Corporate Matters

• On the effective date, the debtor's obligations under its membership interests and other instruments are cancelled and its governing documents released, except that agreements governing a claim holder's rights survive to let holders of allowed prepetition loan agreement claims receive distributions and maintain, release, or act on their liens; the liquidating debtor will then merge, dissolve, or otherwise terminate the debtor's corporate existence, though it may defer dissolution to manage the accrual of tax and other liabilities.
• All matters requiring stockholder, director, member, or manager approval are deemed to have occurred on the effective date without further action, and the liquidating debtor holds all authority over matters not delegated to the trust.
• All employment, severance, retirement, indemnification, and similar employee arrangements not previously terminated end as of the effective date.
• The committee dissolves automatically on the effective date, its members, professionals, and agents released from further duties except to file professional fee applications.
• Section 1930(a)(6) fees due before the effective date are paid in full in cash by the debtor on that date; thereafter the liquidating debtor pays them when due and files quarterly reports until the cases are closed, dismissed, or converted to Chapter 7. Section 1930 fee claims are borne by the liquidating debtor and the trust in proportion to the fees each incurs.
• Substantial consummation under section 1101(2) is deemed to occur on the effective date.
• The debtor asserts that plan distributions will provide holders at least what a Chapter 7 liquidation would, delivered faster and without a Chapter 7 trustee's fee reducing recoveries.