SiFi Networks America - Chapter 11 Plan Terms

Plan Terms

Overview

• SiFi Networks America, LLC (the “Debtor”) proposes the Debtor’s Combined Disclosure Statement and Chapter 11 Plan of Liquidation (the “Combined Plan and Disclosure Statement”), filed July 29, 2026 [Docket No. 175], pursuant to sections 1125 and 1129 of the Bankruptcy Code in its chapter 11 case, In re SiFi Networks America, LLC, Case No. 26-10912 (BLS), commenced in the U.S. Bankruptcy Court for the District of Delaware on June 5, 2026 (the “Petition Date”).
  • The Combined Plan and Disclosure Statement constitutes a liquidating chapter 11 plan providing for the Distribution of the Debtor’s Assets, already liquidated or to be liquidated over time, to Holders of Allowed Claims in accordance with the plan’s terms and the priority of claims provisions of the Bankruptcy Code.
  • After carefully considering all alternatives, Michael Wyse of Wyse Advisors, LLC, the Debtor’s sole independent manager (the “Manager”), made the decision to file for chapter 11 protection to preserve the Debtor’s assets and conduct a bankruptcy sales process in an effort to maximize value for the benefit of creditors.
• The Combined Plan and Disclosure Statement will be implemented through, among other things, the consummation of the Sale, the establishment of a Liquidation Trust, the vesting in and transfer to the Liquidation Trust of the Liquidation Trust Assets, and the making of Distributions by the Liquidation Trust in accordance with the plan and the Liquidation Trust Agreement.
  • The Liquidation Trustee will effect such liquidation and distributions, and the Debtor will be dissolved as soon as practicable after the Effective Date.
  • The “Effective Date” means the first Business Day after satisfaction or waiver of the conditions precedent set forth in Article XII.
• ArcLink Fiber LLC (“ArcLink”), a Delaware limited liability company and an affiliate of PATRIZIA, serves in multiple capacities in the case: as the Stalking Horse Bidder and Buyer under the Stalking Horse Agreement, as DIP Lender under the DIP Note, and as the Prepetition Secured Noteholder under the Prepetition Note.

Global Settlement

• On June 22, 2026, the U.S. Trustee appointed the Official Committee of Unsecured Creditors (the “Committee”), which retained Lowenstein Sandler LLP as its counsel.
  • Shortly after the Committee’s appointment, the Debtor, the Committee, the Prepetition Secured Noteholder and the DIP Lender commenced negotiations in connection with the Final DIP Order, the Bidding Procedures, and the Plan.
• Those negotiations culminated in a global settlement among the Debtor, the Committee, the Prepetition Secured Noteholder and the DIP Lender resolving all disputes and potential litigation of all claims and controversies relating to the Debtor, the DIP Facility, the Bidding Procedures, the Sale, and the Plan, including the treatment of General Unsecured Claims (the “Global Settlement”). The Global Settlement provides, in part, for:
  • Extension of certain dates and deadlines with respect to the Sale.
  • Transfer of certain Estate Claims and Causes of Action to a Liquidation Trust to be established for the benefit of holders of Allowed General Unsecured Claims.
  • Funding of the Liquidation Trust with at least $175,000 of Liquidation Trust Funding provided by the DIP Lender.
  • Exclusion of the Excluded Assets from the Stalking Horse Agreement.
  • Distribution of proceeds of any Liquidation Trust Assets, including any Excluded Assets, to the Liquidation Trust Beneficiaries in accordance with the terms of the Liquidation Trust Agreement.
• The Debtor states that the Global Settlement, which is incorporated into the plan, is the product of good-faith, arm’s-length negotiations, provides an opportunity for recoveries for unsecured creditors that previously was not contemplated, and is consistent with the objectives of chapter 11.
• Pursuant to Bankruptcy Rule 9019, and in consideration for the classification, distribution and other benefits provided under the plan, the settlements contained in the Combined Plan and Disclosure Statement shall constitute a good-faith compromise and settlement of all Claims or controversies resolved thereunder.
  • Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of each such compromise or settlement, and the Court’s findings shall constitute its determination that the compromises and settlements are in the best interests of the Debtor, its Estate and all Holders of Claims and Equity Interests.
  • On or before substantial consummation of the plan, the Debtor shall file such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the plan and the Global Settlement.

Committee Consent Rights

• The Confirmation Order shall be acceptable to the Committee in form and substance.
• The Liquidation Trust Agreement, and related documents governing the powers, duties, and responsibilities of the Liquidation Trustee, will be acceptable to the Committee in form and substance.
• The documents included in the Plan Supplement, which will contain, among other things, the Liquidation Trust Agreement, shall be acceptable to the Committee in form and substance.
• The Liquidation Trustee shall be the Person selected by the Committee.
• The amounts budgeted for items (b) through (e) of the Liquidation Trust Funding shall not be adjusted downward without the prior written consent of the Committee.
• The Confirmation Order will not be vacated for failure of the conditions precedent if each condition is satisfied or duly waived by the Debtor with the consent of the Committee before any order granting such relief becomes a Final Order.

Sale Transaction

• As set forth in the First Day Declaration, the Debtor’s paramount goal in the Chapter 11 Case is to maximize the value of the Estate for the benefit of its creditor constituencies and other stakeholders through the sale of substantially all of the Assets.
  • The Debtor executed the Stalking Horse Agreement with ArcLink, which is serving as the Stalking Horse Bidder, in a sale process conducted pursuant to section 363 of the Bankruptcy Code.
  • The Debtor filed the Bidding Procedures Motion on the Petition Date seeking, among other things, approval of sale procedures providing for ArcLink to serve as Stalking Horse Bidder for substantially all of the Debtor’s assets, against which higher or otherwise better offers may be sought. The Debtor states that the stalking horse bid set the floor for a competitive bidding process where topping bids could yield additional value inuring to the benefit of all stakeholders.
• The Sale contemplates a credit bid for a total purchase price of $5.85 million in the aggregate, consisting of:
  • All of the DIP obligations.
  • The aggregate principal amount of the Prepetition Note as of the Closing.
  • Cash in the amount of $200,000.
• The “Credit Bid Amount,” as set forth in the Stalking Horse Agreement, is a credit bid equal to $5,853,039.00.
• The Sale Order shall be in form and substance reasonably acceptable to the Debtor and the Successful Bidder.
• The Bankruptcy Court entered the Bidding Procedures Order on July 10, 2026.
  • On July 28, 2026, after not receiving any Qualified Bids other than the bid submitted by the Stalking Horse Bidder, the Debtor filed a Notice of Cancellation of Auction and Successful Bidder [Docket No. 170], cancelling the Auction and deeming the Stalking Horse Bidder the Successful Bidder.
  • A hearing to consider the Sale to the Stalking Horse Bidder is scheduled for Aug. 6, 2026, at 11:00 a.m. ET.
• Among the risk factors identified, the Debtor notes that the Sale to the Successful Bidder may fail to close, resulting in no or different Sale consideration to implement the plan and make Distributions to Holders of Allowed Claims. Consummation of the Sale in accordance with the relevant acquisition agreement and the Sale Order is also a condition precedent to the Effective Date; as of the filing of the Combined Plan and Disclosure Statement, the Sale had not yet been approved.

DIP Financing

• In the weeks leading up to the Petition Date, the Debtor, through Sherwood Partners, Inc. as sale agent (the “Sale Agent”), conducted a marketing process to determine the availability of third-party financing.
  • The Sale Agent solicited interest in debtor-in-possession financing from 10 potential lenders, none of which were willing to move forward with an actionable proposal, revealing that no lenders were willing to provide DIP financing outside of the Debtor’s capital structure.
• Following extensive, good faith, arm’s-length negotiations with ArcLink, the Debtor secured the DIP Facility with ArcLink as DIP Lender.
  • The facility initially consisted of new money loans in the aggregate principal amount of $3,130,000 and a roll-up of the Prepetition Note, of which $1,135,000 was made available upon entry of the Interim DIP Order (Docket No. 52).
  • Under the Final DIP Order (Docket No. 139), the DIP Lender provided an additional $300,000 in DIP financing for payment of the Committee’s professionals, increasing the DIP Facility to a total of $3,430,000.
  • The DIP Facility accrues interest at 10% per annum and includes no fees.
• In the event the Stalking Horse Bidder is the Successful Bidder, in exchange for the Allowed DIP Loan Claim, the DIP Loan Claim shall be satisfied in full and reduced to zero on a dollar-for-dollar basis pursuant to the Sale contemplated by the Stalking Horse Agreement.

Prepetition Capital Structure

• On May 6, 2026, faced with SiFi Networks America Ltd. (“SNA Ltd.” or “Parent”) ceasing to provide working capital and no third-party financing being available, the Debtor obtained a $2.2 million loan from ArcLink (the “Prepetition Loan”) pursuant to a Secured Promissory Term Note (the “Prepetition Note”).
• The Prepetition Note was subsequently rolled up into the DIP Facility, and its aggregate principal amount as of the Closing forms part of the Credit Bid Amount.
• As of April 30, 2026, the Debtor had approximately $26.4 million in unsecured debt in the form of accounts payable, accrued liabilities, and other liabilities, of which approximately $23 million relates to Intercompany Claims, including the $23,063,693 claim of Parent against the Debtor.
  • The unsecured debt figure is based on the Schedules and is subject to material modification following the General Bar Date and to any claim that may be filed by Generate related to the Generate Litigation.

Liquidation Trust

• On the Effective Date, the Liquidation Trust shall be established, with the Debtor and the Liquidation Trustee executing the Liquidation Trust Agreement and taking all steps necessary to establish the trust in accordance with the Plan and the Global Settlement.
  • In the event of a conflict between the terms of the Plan and the Liquidation Trust Agreement, the terms of the Liquidation Trust Agreement shall govern.
• On the Effective Date, the Debtor shall irrevocably transfer to the Liquidation Trust all of its rights, title and interest in and to the Liquidation Trust Assets, including the Liquidation Trust Claims and Causes of Action, which shall automatically vest in the trust free and clear of all Claims, Interests, Liens, and other encumbrances or interests of any kind except for the Liquidation Trust Claims and Causes of Action.
  • Such transfer shall be exempt from any stamp, real estate transfer, other transfer, mortgage reporting, sales, use, or other similar tax.
  • The vesting shall not be construed to destroy or limit any such asset or as a waiver of any right, and such rights may be asserted by the Liquidation Trust as if still held by the Debtor.
• The Liquidation Trust Assets include, for the avoidance of doubt, (i) the Liquidation Trust Funding, (ii) the Liquidation Trust Claims and Causes of Action, and (iii) any Excluded Asset.
  • “Liquidation Trust Claims and Causes of Action” means any claim or cause of action that is not a Purchased Asset pursuant to Sections 1.1(c) and 1.1(d) of the Stalking Horse Agreement.
  • “Liquidation Trust Funding” means (a) the Cash Amount; (b) any budgeted but unused professional fees and/or retainers of the Debtor, the Committee, the Claims and Noticing Agent, or the Secured Noteholder; (c) any unused fees for ordinary course professionals; (d) any budgeted but unused amounts in the “Office Supplies/General Administrative Expenses” and “Travel” line items in the DIP Budget; and (e) any refunds or reimbursements of prepaid amounts of the Debtor.
  • “Liquidation Trust Interests” means the interests in the Liquidation Trust to be distributed to the Liquidation Trust Beneficiaries.
  • The Liquidation Trust Beneficiaries are the Holders of Allowed General Unsecured Claims, for whose benefit the Liquidation Trust is established under the Global Settlement and to whom the Liquidation Trust Interests are distributed.
• The Liquidation Trust is established for the purpose of, among other things, liquidating the Liquidation Trust Assets and collecting proceeds thereof, reconciling General Unsecured Claims, administering the Claims of the Liquidation Trust Beneficiaries, and making distributions to Liquidation Trust Beneficiaries, provided that the trust shall have no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, its liquidating purpose.
• The Liquidation Trustee, on behalf of the Liquidation Trust, shall be responsible for, among other things:
  • Liquidating or otherwise monetizing the Liquidation Trust Assets.
  • Objecting to, compromising, or settling the General Unsecured Claims in accordance with the Liquidation Trust Agreement.
  • Making distributions to the Holders of Liquidation Trust Interests in accordance with the Plan and the Liquidation Trust Agreement.
  • Winding up the Estate.
• Except as otherwise provided in the plan and the Liquidation Trust Agreement, after the Effective Date the Liquidation Trustee shall have the sole authority to file, withdraw or litigate to judgment objections to Claims (other than Professional Fee Claims), to settle, compromise or Allow any such Claim without further notice to or approval of the Bankruptcy Court, to amend the Schedules with respect to a Claim, and to administer and adjust the claims register. Any agreement entered into by the Liquidation Trustee regarding the Allowance of a General Unsecured Claim is conclusive evidence and a final determination of Allowance.
• The powers, rights and responsibilities of the Liquidation Trustee shall be specified in the Liquidation Trust Agreement.
• The Liquidation Trust shall be structured to qualify as a “liquidating trust” within the meaning of Treasury Regulations Section 301.7701-4(d) and in compliance with Revenue Procedure 94-45, 1994-2 C.B. 684, and thus as a “grantor trust” within the meaning of Sections 671 through 679 of the Tax Code.
  • The Liquidation Trustee shall file tax returns for the trust as a grantor trust pursuant to Treasury Regulations Section 1.671-4(a), and shall make a good faith valuation of the Liquidation Trust Assets as soon as possible after the Effective Date, to be used consistently by all parties for all U.S. federal income tax purposes.

Treatment of Claims and Interests

• Unclassified Claims:
  • Administrative Expense Claims: Requests must be filed by no later than the Administrative Expense Bar Date, which is the Business Day that is 30 days after the Effective Date. On the Effective Date or as soon thereafter as practicable, each Holder of an Allowed Administrative Expense Claim shall receive payment in full in Cash of the Allowed amount, or such other treatment as may be agreed upon.
  • DIP Loan Claim: In the event the Stalking Horse Bidder is the Successful Bidder, the DIP Loan Claim shall be satisfied in full and reduced to zero on a dollar-for-dollar basis pursuant to the Sale contemplated by the Stalking Horse Agreement.
  • Professional Fee Claims: As soon as practicable after the Confirmation Date, and not later than the Effective Date, the Debtor shall establish and fund the Professional Fee Reserve, which shall not be considered property of the Estate, the Liquidation Trust, or the Liquidation Trustee and shall be maintained in trust solely for the Professionals until all Allowed Professional Fee Claims have been Paid in Full. All requests for compensation or reimbursement of Professionals for services performed and expenses incurred prior to the Effective Date must be Filed and served no later than 30 days after the Effective Date; upon the Effective Date, the requirement that Professionals comply with sections 327 through 331 in seeking retention or compensation for post-Effective Date services terminates. Such claims shall be paid in full, in Cash, within three business days of entry of the order allowing such claim or on such other terms as may be mutually agreed between the Holder and the Liquidation Trustee. To the extent the reserve is insufficient, the affected Professionals shall have an Allowed Administrative Expense Claim for any deficiency.
  • Priority Tax Claims: Each Holder of an Allowed Priority Tax Claim, if any, shall receive payment in full in Cash on the Effective Date or as soon thereafter as practicable, or other agreed treatment.
• Class 1 – Other Priority Claims: On the Effective Date or as soon thereafter as is reasonably practicable, or on the date such Claim becomes Allowed, each Holder shall receive payment in full in Cash of the Allowed amount or such other treatment as may be agreed upon by such Holder and the Debtor. Unimpaired and presumed to accept.
• Class 2 – General Unsecured Claims: In full and final satisfaction, settlement, release, and discharge of their Claims, each Holder of an Allowed General Unsecured Claim will receive its Pro Rata share of the Liquidation Trust Interests. Impaired and entitled to vote.
  • The plan estimates Class 2 Claims at $1,298,958.38.
  • A “General Unsecured Claim” is any Claim other than an Administrative Expense Claim, Professional Fee Claim, DIP Loan Claim, Priority Tax Claim, Other Priority Claim, and Intercompany Claim.
  • All Allowed Claims arising from the rejection of Executory Contracts shall be classified as General Unsecured Claims.
• Class 3 – Intercompany Claims (estimated at $23,063,693): Each Intercompany Claim shall be, at the option of the Debtor or the Liquidation Trustee, as applicable, either (i) reinstated; (ii) set off, settled, discharged, contributed, canceled, and released without any distribution on account of such Claim; or (iii) otherwise addressed at the option of the Debtor or the Liquidation Trust. Holders of Intercompany Claims are either Unimpaired and conclusively presumed to have accepted the plan or deemed to have rejected it; in either case they are not entitled to vote.
  • The plan’s voting discussion states, apparently inconsistently with this treatment, that Holders in Class 3 and Class 4 are not entitled to receive or retain any property and are therefore presumed to have rejected the plan under section 1126(g).
• Class 4 – Equity Interests: On the Effective Date, all Equity Interests in the Debtor shall be cancelled and released without any distribution or retention of any property on account of such interests. Impaired and deemed to reject.

Distributions

• Unless otherwise expressly agreed in writing, all Cash payments shall be made by check drawn on a domestic bank or by electronic wire; distributions to the Liquidation Trust Beneficiaries shall be made by the Liquidation Trustee as and when provided for in the Liquidation Trust Agreement.
• The Distribution Record Date is seven days prior to the Effective Date; provided that for Administrative Expense Claims (other than Professional Fee Claims and section 503(b)(9) Claims) it is the later of seven days prior to the Effective Date and the Administrative Expense Bar Date, and for Claims arising from rejection of Executory Contracts as of the Effective Date it is the applicable Proof of Claim deadline. The Liquidation Trustee has no obligation to recognize any transfer of a Claim occurring after the Distribution Record Date.
• No payment or Distribution of Cash or other property shall be made with respect to any portion of a Disputed Claim unless and until all objections to such Claim are resolved by Final Order, settled or as otherwise permitted by the plan.
• De minimis distributions: The Liquidation Trustee shall not distribute Cash to the Holder of an Allowed Claim in an Impaired Class where the amount to be distributed is less than $50.00 in the aggregate, and any such Holder will be forever barred from asserting its Claim for such distribution against the Liquidation Trust, the Debtor, the Estate or their respective properties. Any Cash not distributed will be property of the Estate.
• Distributions returned as undeliverable remain in the Liquidation Trustee’s possession until they become deliverable or become Unclaimed Distributions; no further Distribution is made to such Holder unless and until the Liquidation Trustee is notified in writing of a current address.
• Interest shall not accrue on any Claims, and no Holder shall be entitled to interest accruing on or after the Petition Date. No prepetition Claim shall be Allowed to the extent it is for postpetition interest or other similar charges, except as permitted for Holders of Secured Claims under section 506(b) of the Bankruptcy Code.
• Where an Allowed Claim entitled to a Distribution is comprised of indebtedness and accrued but unpaid interest, the Distribution shall be allocated first to the principal amount of the Claim, as determined for federal income tax purposes, and then to accrued but unpaid interest.
• The Debtor and the Liquidation Trust each retain the right to reduce any Claim by way of setoff in accordance with the Debtor’s books and records.
• All Distributions are subject to applicable withholding and reporting requirements, and each Holder is solely responsible for its own tax obligations. The Debtor or Liquidation Trustee may condition a Distribution on the Holder’s return of an executed IRS Form W-8 or W-9; if the Holder fails to comply within 90 days of the request, the Distribution irrevocably reverts to the Estate and the related Claim is disallowed and forever barred.
• Any Cash or other property to be Distributed shall revert to the Post-Effective Date Debtor if not claimed on or before the Unclaimed Distribution Deadline, which is 90 calendar days from the date the Liquidation Trustee makes the applicable Distribution.
• If the Cash available for the final Distribution is less than the cost to distribute such funds, the Liquidation Trustee may donate such funds to one or more unaffiliated charities of its choice.

Wind-Down

• Following the closing of the Sale, the Debtor will focus principally on (i) pursuing confirmation of the Combined Plan and Disclosure Statement and (ii) efficiently winding down its business, with the remaining Assets expected to consist of, among other things, the Liquidation Trust Assets.
• On feasibility under section 1129(a)(11), the Debtor states that because it is authorized to fund the Wind-Down Account with an amount equal to (i) budgeted and accrued but unpaid expenses and (ii) the Post-Carve Out Trigger Notice Cap, it expects to have sufficient liquidity and/or access to Assets to make any required Distributions and to facilitate an orderly wind-down of the Debtor and the Estate by the Liquidation Trustee.
• Except as otherwise provided, any assets that are property of the Estate on the Effective Date, including any Causes of Action, revest in the Post-Effective Date Debtor free and clear of liens, Claims, encumbrances and interests, and the Liquidation Trustee may use, acquire and dispose of such property free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules or Bankruptcy Court approval.
• On the Effective Date or as soon thereafter as is reasonably practicable, the Liquidation Trustee shall wind up the affairs of the Debtor and, upon completion, shall dissolve the Debtor without the need for any corporate action, approval or filings, and neither the Debtor nor the Liquidation Trustee shall be required to pay any taxes or fees to cause such dissolution.
  • Immediately after the Effective Date, the Liquidation Trustee shall be authorized to take all actions reasonably necessary to dissolve and/or terminate the Debtor and to pay all reasonable costs and expenses in connection therewith.
  • The Liquidation Trust shall bear the cost and expense of the wind-down of the Debtor’s affairs and of the preparation and filing of the Debtor’s final tax returns.
• On the Effective Date, each of the Debtor’s directors, officers and managers is discharged from their duties and terminated automatically, without the need for any corporate action or filing, and the Liquidation Trustee is deemed to be the sole director, officer, member and/or manager of the Post-Effective Date Debtor.
• The Committee dissolves on the Effective Date, and its members are released and discharged from all further rights and duties arising from the Chapter 11 Case, except with respect to applications for Professional Fee Claims or member expense reimbursements.
• Quarterly Fees under 28 U.S.C. § 1930 through the Effective Date are payable by the Debtor on the Effective Date; thereafter the Liquidation Trust is liable for Quarterly Fees when due. The Debtor will file monthly operating reports on UST Form 11-MOR due prior to the Effective Date, and the Liquidation Trust will file UST Form 11-PCR reports thereafter, until the case is closed, dismissed or converted. The U.S. Trustee is not required to file an Administrative Claim.

Best Interests Test and Liquidation Analysis

• Section 1129(a)(7) requires that each Holder of an Impaired Claim or Equity Interest either accept the plan or receive property of a value, as of the Effective Date, not less than it would receive in a chapter 7 liquidation. The hypothetical chapter 7 liquidation analysis is attached to the Combined Plan and Disclosure Statement as Exhibit 1, which is marked “[FORTHCOMING]” in the document as filed.
• Because the plan is a liquidating plan, the Debtor states that the “liquidation value” in the hypothetical chapter 7 analysis is substantially similar to the estimated results of the chapter 11 liquidation contemplated by the plan. However, conversion would require appointment of a chapter 7 trustee and that trustee’s likely retention of new professionals, with attendant “learning curve” costs and delay, and the chapter 7 trustee would be entitled to statutory fees on distributions of already monetized Assets.
• In addition, in a chapter 7 case, distributions to Holders of Allowed Claims would be diminished because the Stalking Horse Agreement, or any higher or better bid, would likely be terminated — conversion of the Chapter 11 Case to chapter 7 is a termination event under the Stalking Horse Agreement — and the Liquidation Trust would not be established.
• The Debtor accordingly believes the best interests test is satisfied. The Debtor further states that if the plan is not confirmed, it or another party in interest could attempt to formulate a different plan, but the additional costs, including incremental professional fees or asserted substantial contribution claims, could be significant.

Risk Factors

• The Debtor can give no assurance that the requisite acceptances will be received, and it may need to seek acceptances of an alternative plan or be required to liquidate the Estate under chapter 7; there is no assurance that any alternative would be as favorable to creditors.
• Even if the requisite acceptances are received, there is no assurance the Bankruptcy Court will confirm the plan, and no assurance as to the timing of, or whether, the Effective Date will occur.
• Parties may object to the classification of Claims and Equity Interests under section 1122.
• The Sale to the Successful Bidder may fail to close, resulting in no or different Sale consideration to implement the plan and make Distributions.
• Estimated recoveries are based on assumptions; both the actual amount of Allowed Claims in a Class and the funds available for distribution may differ from the Debtor’s estimates, and percentage recoveries may be less than projected.

Certain Federal Income Tax Consequences

• The plan is generally expected to be treated as a plan of liquidation of the Debtor. A U.S. Holder of an Allowed Claim will generally recognize gain or loss equal to the difference between the sum of Cash and the fair market value of other consideration received (other than amounts attributable to accrued but unpaid interest and possibly amortized original issue discount) and the Holder’s adjusted tax basis in the Claim.
• Distributions are allocated first to principal and then to accrued but unpaid interest (including amortized OID), although there is no assurance the IRS will respect that allocation. Character of gain or loss depends on the Holder’s circumstances, including the market discount rules.
• The Liquidation Trustee may elect to treat any Disputed Claims Reserve, and any Liquidation Trust Assets allocable to Disputed Claims, as a “disputed ownership fund” under Treasury Regulations Section 1.468B-9, in which case all parties must report consistently. The Debtor has not requested an IRS ruling or an opinion of counsel on any tax aspect of the transactions.

Conditions Precedent to the Effective Date

• The conditions precedent to the Effective Date, which must be satisfied or waived to the extent capable of being waived, include:
  • All funding, actions, documents and agreements necessary to implement and consummate the plan and the transactions contemplated thereby shall have been effected or executed.
  • The Sale transaction shall have been consummated in accordance with the relevant acquisition agreement and Sale Order.
  • All professional fees and expenses of the Debtor, the Committee, and the DIP Lender that, as of the Effective Date, were due and payable under an order of the Bankruptcy Court shall have been paid in full, other than any Professional Fee Claims subject to Court approval.
  • The DIP Loan Claim shall have been (i) unless otherwise agreed to by the DIP Lender, satisfied in full and reduced on a dollar-for-dollar basis by the Credit Bid Amount in the event the Stalking Horse Bidder is the Successful Bidder; or (ii) Paid in Full in Cash as of consummation of the Sale in the event the Alternate Bidder is the Successful Bidder in an Alternative Sale Transaction.
    • The plan does not separately define “Alternate Bidder” or “Alternative Sale Transaction” in its definitions article.
  • The Confirmation Order shall have been entered, with no stay or injunction (or similar prohibition) in effect with respect thereto.
  • The Liquidation Trustee shall have been appointed in accordance with the plan and the Liquidation Trust Agreement.
• The Effective Date shall be a Business Day selected by the Debtor on or promptly following satisfaction or waiver of all conditions, and the Debtor shall file and serve a notice of occurrence of the Effective Date within two business days thereof.
• If each condition has not been satisfied or duly waived within 60 days after the Confirmation Date, the Confirmation Order may be vacated upon motion by any party in interest made before each condition has been satisfied or duly waived and upon notice to such parties as the Bankruptcy Court may direct; provided that the Confirmation Order shall not be vacated if each condition is satisfied or duly waived by the Debtor, with the consent of the Committee, before any order granting such relief becomes a Final Order.
  • If the Confirmation Order is vacated, the plan shall be deemed null and void in all respects, and nothing therein shall constitute a waiver or release of any Claims by or against the Debtor or prejudice the Debtor’s rights in any manner.

Releases

• Effective as of the Effective Date, the Debtor, the Estate, any Person seeking to exercise the rights of the Estate, any successors to or assigns of the Debtor and any Estate representative appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code shall be deemed to completely, conclusively, absolutely, unconditionally, irrevocably and forever release the Released Parties from any claim, Cause of Action, obligation, suit, judgment, damages, debt, right, remedy or liability, whether known or unknown, including derivative claims, relating to or arising out of the Debtor and/or any Affiliate of the Debtor, the Estate, the in- or out-of-court restructuring efforts of the Debtor or any Affiliate, intercompany transactions, the Chapter 11 Case, the DIP Facility, the Sale, the negotiation, Filing, and prosecution of the plan, the settlement of Claims or renegotiation of Executory Contracts, the treatment of Claims and Equity Interests, the pursuit of confirmation, the consummation or administration of the plan or the property to be distributed thereunder, in all cases based upon any act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date.
• “Released Parties” means each of the following in their capacity as such:
  • The Debtor and its Related Parties, other than their former directors, managers (excluding Michael Wyse), equity holders, principals, members, and officers (excluding Jacen Dinoff and Marjorie Kaufman).
  • The Post-Effective Date Debtor.
  • The Prepetition Secured Noteholder and its Related Parties.
  • The DIP Lender and its Related Parties.
  • The Liquidation Trustee.
  • The Committee and its Related Parties.
  • The Buyer, the Buyer Affiliates and the Project Companies.
  • Any other Person related to the Go-Forward Business, subject to two provisos: (x) any Person that is either not listed on, or is removed from, the Avoidance Action Schedule shall not be a Released Party pursuant to this subclause; and (y) a further carve-out identifying Mike Harris, Roland Pickstock, Benjamin Bawtree-Jobson and any Entities controlled by or affiliated with them, or that may be listed on a schedule to the Plan Supplement.
• “Buyer Affiliates” include PATRIZIA Infrastructure Ltd, APG Asset Management N.V., Future Fiber Networks Midco LLC, SCIF Investor Vehicle LLP, SCIF Delaware LLC, SCIF US HoldCo LLC, Gaziti Investments Holding B.V., W&W Advisory Ltd., together with their respective current and former direct shareholders and equity holders, Future Fiber Networks LLC, and their respective current and former officers, directors, employees, managers, agents, representatives, funds, and managed accounts.
• “Releasing Parties” means each of the following in their capacity as such: (a) the Debtor; (b) the Post-Effective Date Debtor; (c) the Prepetition Secured Noteholder; (d) the DIP Lender; (e) the Liquidation Trustee; (f) each current and former Affiliate of each Entity in clauses (a) through (e) for which such Entity is legally entitled to bind such Affiliate to the releases; and (g) each Related Party of each Entity in clauses (a) through (g) for which such Affiliate or Entity is legally entitled to bind such Related Party to the releases.
• The plan provides only for releases by the Debtor and Debtor-side parties; the Releasing Parties are limited to the Debtor, the Post-Effective Date Debtor, the Prepetition Secured Noteholder, the DIP Lender, the Liquidation Trustee and their bindable Affiliates and Related Parties. There is no third-party release by, or opt-out mechanic for, Holders of Claims or Equity Interests.
• Nothing in the plan or the Confirmation Order shall grant the Debtor a discharge pursuant to section 1141(d) of the Bankruptcy Code.

Exculpation

• The Exculpated Parties shall not have or incur, and are exculpated from, any claim, Cause of Action, obligation, suit, judgment, damages, debt, right, remedy or liability to one another or to any Holder of any Claim or Equity Interest, or any other party-in-interest, for any act or omission originating or occurring on or after the Petition Date through and including the Effective Date in connection with the Debtor, the Chapter 11 Case, the DIP Facility, the Sale, the negotiation and Filing of the plan, the Filing and prosecution of the Chapter 11 Case, the settlement of Claims or renegotiation of Executory Contracts, the treatment of Claims and Equity Interests, the pursuit of confirmation, the consummation or administration of the plan or the property to be Distributed thereunder.
  • The exculpation excepts any claims arising from or related to any act or omission determined in a Final Order by a court of competent jurisdiction to have constituted willful misconduct or gross negligence.
  • Nothing in the plan shall prevent any Exculpated Party from asserting as a defense to any claim of fraud, willful misconduct, or gross negligence that it reasonably relied upon the advice of counsel with respect to its duties and responsibilities under the plan or otherwise.
• “Exculpated Parties” means, to the maximum extent permitted by law, (a) the Debtor; (b) the Committee; and (c) the directors, officers, managers, members, managing members, and Professionals of the foregoing entities serving in such capacities at any time between the Petition Date and the Effective Date.

Injunctions

• Effective as of the Effective Date, all Persons holding claims released under the plan shall be permanently, forever and completely stayed, restrained, prohibited, barred and enjoined from, on account of or based on the subject matter of such released claims: (i) commencing, conducting or continuing any suit, action or other proceeding in any forum; (ii) enforcing, attaching, collecting, or in any way seeking to recover any judgment, award, decree, or other order; (iii) creating, perfecting or in any way enforcing any lien; (iv) setting off (except to the extent exercised prior to the Petition Date), seeking reimbursement or contributions from, or subrogation against, or otherwise recouping any amount against any liability or obligation owed to any released Person; and (v) commencing or continuing any judicial, arbitration or administrative proceeding that does not comply with or is inconsistent with the plan or the Confirmation Order.
• Except as expressly otherwise provided, all Persons who have held, hold or may hold Claims against or Equity Interests in the Debtor shall be permanently enjoined from taking the following actions against the Debtor, the Estate, the Post-Effective Date Debtor, the Liquidation Trust, the Liquidation Trust Assets, or any of the Debtor’s property on account of such Claims or Equity Interests: (i) commencing or continuing any action, Cause of Action or other proceeding; (ii) enforcing, attaching, collecting, or recovering any judgment, award, decree or Order; (iii) creating, perfecting, or enforcing any Lien; (iv) asserting a setoff (except to the extent exercised prior to the Petition Date), right of subrogation, or recoupment of any kind against any debt, liability, or obligation due to the Debtor; and (v) commencing or continuing any action, Cause of Action or other proceeding that does not comply with or is inconsistent with the plan.
• Unless otherwise provided in the plan or the Confirmation Order, all injunctions or stays provided for in the Chapter 11 Case under sections 105 or 362 of the Bankruptcy Code or otherwise, and extant on the Confirmation Date, shall remain in full force and effect.

Executory Contracts

• On the Effective Date, except as otherwise provided in the plan, each Executory Contract not previously rejected, assumed, or assumed and assigned, including any assumed and assigned in connection with the Sale, shall be deemed automatically rejected pursuant to sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract: (i) is subject to a pending motion to assume or assume and assign as of the Effective Date; (ii) is a contract, release, or other agreement or document entered into in connection with the plan; (iii) is a D&O Policy or an insurance policy; or (iv) is identified for assumption on the Assumption Schedule included in the Plan Supplement.
• Unless otherwise provided by order of the Bankruptcy Court, Proofs of Claim based on rejection must be filed no later than 30 days after the earlier of (i) notice of entry of an order approving the rejection of such Executory Contract and (ii) notice of occurrence of the Effective Date.
• Any Cure Amount due under an Executory Contract to be assumed or assumed and assigned shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment in Cash on the Effective Date, or as soon as reasonably practicable thereafter, by the Debtor or the Liquidation Trustee, as applicable, or on such other terms as the parties may otherwise agree.
• Neither the exclusion nor the inclusion of any contract or lease on the Assumption Schedule or in the Sale Order constitutes an admission that the contract is executory or that the Estate has liability thereunder; if a dispute arises over executory status, the Debtor or Liquidation Trustee has 60 days following entry of a Final Order resolving the dispute to alter the contract’s treatment.

Voting and Confirmation

• The Confirmation Hearing will be held, subject to the Court’s calendar, to consider (i) final approval of the Combined Plan and Disclosure Statement as providing adequate information pursuant to section 1125 of the Bankruptcy Code and (ii) confirmation pursuant to section 1129 of the Bankruptcy Code. The hearing may be adjourned from time to time by the Debtor without further notice, except for an announcement of the adjourned date at the hearing or by filing a notice with the Court.
  • As filed, the Combined Plan and Disclosure Statement leaves blank the date and docket number of the Conditional Approval and Procedures Order conditionally approving the document for solicitation purposes, as well as the Confirmation Hearing date, the plan-objection deadline and the Voting Deadline.
  • Objections to final approval and/or confirmation must be made in writing and filed by 4:00 p.m. ET on the objection deadline and served on counsel to the Debtor, counsel to the DIP Lender and Stalking Horse Bidder, the U.S. Trustee, and counsel to the Committee; unless timely filed and served, an objection may not be considered.
• Unless otherwise ordered by the Bankruptcy Court, only Holders of Allowed Claims in Class 2 (General Unsecured Claims) may vote on the plan.
  • Subject to the tabulation procedures approved by the Conditional Approval and Procedures Order, a voter must hold an Allowed Claim in Class 2 or be the Holder of a Claim temporarily Allowed for voting purposes only pursuant to the approved tabulation procedures or Bankruptcy Rule 3018(a).
  • Class 1 (Other Priority Claims) is Unimpaired and deemed to have accepted the plan under section 1126(f). Class 3 (Intercompany Claims) and Class 4 (Equity Interests) are not entitled to receive or retain any property and are presumed to have rejected the plan under section 1126(g). None of these Classes is entitled to vote.
  • In accordance with section 1126(c) of the Bankruptcy Code, an Impaired Class of Claims shall have accepted the plan if accepted by Holders of at least two-thirds in dollar amount and more than one-half in number of the Allowed Claims in such Class that have timely and properly voted.
• Ballots must be submitted electronically, or physical original Ballots must be actually received by the Claims and Noticing Agent by mail or overnight delivery, on or before the Voting Deadline, at 5:00 p.m. ET. Ballots sent by e-mail or facsimile transmission are not permitted and will not be counted.
• Ballots may be mailed or hand-delivered to the Claims and Noticing Agent, Stretto, Inc., or uploaded on Stretto’s website; subject to the approved tabulation procedures, a vote may not be changed once the Ballot is submitted electronically or the original paper Ballot is received.
• Any Class that does not contain a Holder of an Allowed Claim or Equity Interest (or a Claim temporarily allowed under Bankruptcy Rule 3018) as of the commencement of the Confirmation Hearing is deemed deleted from the plan for all purposes, including for determining acceptance under section 1129(a)(8). If a Class contains Claims or Equity Interests eligible to vote and no eligible Holder votes, that Class is deemed to have accepted the plan.
• In the event any Impaired Class rejects or is deemed to have rejected the plan, the Debtor requests, without any delay in the occurrence of the Confirmation Hearing or Effective Date, that the Bankruptcy Court confirm the plan under section 1129(b) with respect to such non-accepting Class, in which case the plan shall constitute a motion for such relief.
• Upon entry of the Confirmation Order, the Debtor will be deemed to have solicited votes in good faith and in compliance with the Bankruptcy Code, and pursuant to section 1125(e), the Debtor and its affiliates, agents, representatives, members, principals, shareholders, officers, directors, employees, advisors, and attorneys shall have no liability for the violation of any applicable law, rule, or regulation governing the solicitation of votes.

Key Dates and Deadlines

• Pursuant to the Bar Date Order, the Bankruptcy Court established:
  • General Bar Date: Aug. 28, 2026, at 11:59 p.m. ET.
  • Governmental Bar Date: Dec. 2, 2026, at 11:59 p.m. ET.
  • Amended Schedules Bar Date: the later of (a) the General Bar Date or the Governmental Bar Date and (b) 35 days after a claimant is served with notice of the applicable amendment or supplement to the Schedules (the plan’s definitions article states 30 days, an apparent internal inconsistency).
  • Rejection Damages Bar Date: the later of (a) the General Bar Date or the Governmental Bar Date, (b) any date set by an order of the Court and (c) 30 days after a claimant is served with notice of an order authorizing rejection of the applicable Executory Contract.
• Notice of the Bar Dates was served on all potential Creditors of the Estate on or around July 24, 2026.
• The Administrative Expense Bar Date is the Business Day that is 30 days after the Effective Date, or such other date as approved by Final Order of the Bankruptcy Court, by which requests for payment of Administrative Expense Claims (other than Professional Fee Claims or Statutory Fees) must be filed; Claims arising under section 503(b)(9) were required to be filed by the General Bar Date.
• Requests for compensation or reimbursement of Professionals for services performed and expenses incurred prior to the Effective Date must be filed and served no later than 30 days after the Effective Date.
• The Distribution Record Date is seven days prior to the Effective Date, subject to the provisos for Administrative Expense Claims and for Claims arising from rejection of Executory Contracts as of the Effective Date.
• The Claims Objection Deadline is the first Business Day that is 180 calendar days after the Effective Date, or such later date as may be approved by order of the Bankruptcy Court.
• Notice of the occurrence of the Effective Date, to be filed and served within two Business Days of the Effective Date, will state the Administrative Expense Bar Date, the deadline for Professionals to file Professional Fee Claims and the deadline to file rejection damages Claims.
• The Debtor filed its Schedules on July 2, 2026. The section 341(a) meeting of creditors, initially scheduled for July 8, 2026, was continued to July 16, 2026, on which date the U.S. Trustee held and concluded the meeting.

Amendment or Modification

• Subject to the restrictions on modifications set forth in section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019 and Article XVI.C of the plan, the Debtor expressly reserves the right to alter, amend or modify the Combined Plan and Disclosure Statement, including the Plan Supplement, one or more times before substantial consummation.
  • The Debtor reserves the right to modify the plan, whether such modification is material or immaterial, and to seek confirmation and, as appropriate, not resolicit votes on such modified plan, provided that any modification is consistent with the Global Settlement.
  • The Debtor expressly reserves its right to revoke or withdraw, or to alter, amend, or modify the plan one or more times after confirmation, and to the extent necessary may initiate proceedings in the Bankruptcy Court to do so, or to remedy any defect or omission or reconcile any inconsistencies in the plan or the Confirmation Order, provided that any such alteration, amendment, or modification is consistent with the Global Settlement.
  • Prior to the Effective Date, the Debtor may make appropriate technical adjustments and modifications to the plan without further order or approval of the Bankruptcy Court.
• The Debtor reserves the right to revoke or withdraw the plan before the Confirmation Date, in which case the plan shall be deemed null and void.

Corporate Authority and Implementation

• Prior to, on, or after the Effective Date, as appropriate, all matters and actions provided for under the plan that would otherwise require approval of the members, managers, equity Holders, interest Holders, other owners, directors and officers of the Debtor shall be deemed authorized and effective in all respects and shall be taken without any requirement for further action by such parties.
• Upon entry of the Confirmation Order, the Debtor and/or the Liquidation Trustee, as applicable, shall be authorized to execute, deliver, file, or record such contracts, instruments, releases, consents, certificates, notices, resolutions, programs, and other agreements and documents, and take such acts as may be reasonably necessary or appropriate to effectuate, implement, substantially consummate, and/or further evidence the terms and conditions of the plan and the transactions contemplated thereby.
• Except as otherwise provided in the plan or in any contract, instrument, release, or other agreement or document created pursuant thereto, on the Effective Date all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estate shall be fully released and discharged, the holders thereof shall execute such documents as may be reasonably requested to reflect or effectuate such releases, and all right, title, and interest of any such holder shall revert to the Debtor and/or the Liquidation Trustee, as applicable, and its successors and assigns.

Background

• The Debtor is a specialized telecommunications infrastructure project management and deployment services provider and the U.S.-based subsidiary of SNA Ltd., a United Kingdom private limited company. It is a Delaware limited liability company, wholly owned by its Parent and manager-managed, with Michael Wyse of Wyse Advisors, LLC serving as the current independent Manager. In April 2026, SNA Ltd. was acquired by Gaziti and SCIF — the SmartCity Infrastructure Fund, which is controlled by APG, Europe’s largest pension fund — entities corresponding to Buyer Affiliates named in the plan (Gaziti Investments Holding B.V.; SCIF Investor Vehicle LLP, SCIF Delaware LLC and SCIF US HoldCo LLC).
  • Founded in 2013 by Roland Pickstock and Mike Harris, SiFi operates as an open-access developer, operator, and wholesaler of fiber-to-the-premises networks across California and the mid-West region of the United States.
  • Under its FiberCity® brand, SiFi develops citywide open-access networks (the “Networks”) through long-term access agreements to municipal public rights-of-way, and leases the Networks to internet service providers. Each investment is structured through non-recourse special purpose vehicles known as “City LLCs” (the “Project Companies”), which are owned by the investors themselves. Investors have committed approximately $1 billion to date, primarily through Future Fiber Networks LLC (“FFN”) and SCIF.
  • In conjunction with SNA Ltd., the Debtor provides project management services across nine Networks: two completed, in Placentia, Calif. and Kenosha, Wis.; six operational but still under construction, in Farmington, Mich.; Rockford, Ill.; Simi Valley, Calif.; Oceanside, Calif.; Palmdale, Calif.; and Escondido, Calif.; and one under construction in Fullerton, Calif. SiFi previously developed the East Hartford, Conn. and Saratoga Springs, N.Y. projects, both subsequently abandoned, and has a suspended project in Rancho Cordova, Calif. The Escondido, Farmington, Oceanside, Palmdale and Rockford Networks are managed by the Debtor under an asset management agreement with FFN; the Simi Valley, Rancho Cordova, Placentia and Kenosha Networks are managed by ArcLink Fiber (US) Ltd.
  • The Debtor originates contracts with municipalities and local governments, which it operationally executes through its U.S.-based employees, and generates approximately $10 million in annualized revenue, primarily through management fees earned for developing and managing the applicable Networks.
  • Management fees are fixed, with some variability based on targets, and are paid monthly by the Project Companies based on the size of the applicable project; fees are higher during construction than during operation.
  • As of the Petition Date, the Debtor had approximately 32 employees.
• Although the Debtor states its business model has significant monetary potential, as evidenced by the confidence placed in it by institutional investors and various contract counterparties, the Debtor faced a series of financial and operational difficulties placing its continued existence at risk, relating to, among other things:
  • SNA Ltd. discontinuing working capital funding to the Debtor, taking steps to sell substantially all of its own assets and commencing its own insolvency proceeding in the United Kingdom (the “UK Proceeding”).
  • Adverse litigation results paired with an inability to continue paying its professional advisors.
  • Vendors and servicers threatening to commence legal action and/or discontinue doing business with the Debtor.
• Around the same time that its cash position became tenuous, the Debtor learned that the American Arbitration Association/International Centre for Dispute Resolution (the “Arbitration Panel”) might issue a final award against it in the Generate Litigation, potentially exposing the Debtor, on a joint and several basis, to an ultimate judgment of approximately $17.5 million that it would have had no ability to satisfy. Given these dynamics, SNA Ltd. concluded that a restructuring of the Debtor’s business would be necessary.
• On April 22, 2026, SNA Ltd. appointed Michael Wyse as sole Manager of the Debtor to, among other things, assess its financial position and develop a comprehensive restructuring plan.
  • The First Day Declaration in support of the chapter 11 petition was submitted by Jacen Dinoff as Chief Restructuring Officer of the Debtor, and the Combined Plan and Disclosure Statement is signed by Marjorie Kaufman as Chief Restructuring Officer — the two officers expressly carved back into the definition of Released Parties.
  • As part of that strategy, the Debtor retained Cole Schotz P.C., financial advisory firm KCP Advisory Group LLC, and Sherwood Partners, Inc. as Sale Agent to assist with its overall restructuring strategy and contingency planning.
  • The Debtor coordinated the filing of the Chapter 11 Case with the commencement of the UK Proceeding and, to ensure it could continue operating in the ordinary course notwithstanding the respective insolvency proceedings, the Debtor and SNA Ltd. entered into a prepetition Master Services Agreement governing the ongoing provision of services to one another. The Debtor’s and SNA Ltd.’s professionals engaged in constant communications to ensure that, following SNA Ltd.’s filing of a notice of intention to appoint administrators and the closing of SNA Ltd.’s asset sale, the Chapter 11 Case would be commenced simultaneously.
• On June 10, 2026, the Debtor filed applications to retain Cole Schotz P.C. as counsel, KCP as financial advisor, Stretto, Inc. as Claims and Noticing Agent, and Sherwood as Sale Agent; each was approved by orders entered in early July 2026. The Court also approved interim compensation procedures and procedures for employing and compensating ordinary course professionals on July 6, 2026.

Prepetition Litigation

• Generate Litigation: In December 2023, Generate Saratoga Springs Fiber Member, LLC and Generate East Hartford Fiber Member, LLC (collectively, “Generate”) filed a complaint against the Debtor, SNA Ltd., and certain of their affiliates in the Delaware Court of Chancery seeking, among other things, specific performance with respect to certain agreements relating to fiber optic networks in Saratoga Springs, N.Y. and East Hartford, Conn.
  • The litigation was subsequently moved to arbitration before the Arbitration Panel, which issued a Partial Final Award on Jan. 22, 2026, and a Second Partial Final Award on May 1, 2026, finding the Debtor jointly and severally liable to Generate in the amount of approximately $16.3 million, plus attorneys’ fees of approximately $1.2 million.
  • On April 27, 2026, the defendants filed a motion for summary judgment with the Delaware Court of Chancery seeking to vacate the Partial Final Award.
• Berkshire Hathaway Litigation: The Debtor is a third-party defendant in a lawsuit filed by Berkshire Hathaway Specialty Insurance Company in the U.S. District Court for the Central District of California alleging breach of a National Multi-City Agreement entered into between Corbel Communications Industries LLC and the Debtor in 2018, which granted Corbel a right of first refusal with respect to certain microtrenching projects.
  • A jury trial was scheduled to commence on Aug. 25, 2026, and the Debtor faced this deadline without sufficient financial resources to pay its defense counsel.
• Neda and Lightpath Litigations: On Jan. 21, 2025, Peter Neda, the Debtor’s former general counsel, filed a complaint against the Debtor and SNA Ltd. in the Superior Court of the State of California alleging, among other things, breach of contract. On May 6, 2026, Cablevision Lightpath LLC filed a complaint against the Debtor in the Superior Court for the State of Delaware alleging, among other things, breach of contract. Both matters remained in early stages as of the Petition Date.