SiFi Networks America - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• The court confirmed SiFi Networks America's first amended combined disclosure statement and Chapter 11 plan of liquidation on Sept. 30, 2026, approving the disclosure statement on a final basis in the same order; the plan distributes assets already liquidated or to be liquidated over time to holders of allowed claims, and no reorganization of the debtor is contemplated. The plan becomes effective on a business day the debtor selects once the conditions precedent are satisfied or waived, and that date had not yet occurred when the order was entered.
• The case is post-sale: the debtor sold substantially all assets to ArcLink Fiber LLC, an affiliate of PATRIZIA and the debtor's prepetition secured noteholder, DIP lender and stalking horse bidder, in a credit-bid transaction that closed Aug. 7, 2026, leaving cash and retained causes of action as the estate's remaining value.
• The economics for unsecured creditors come from a global settlement among the debtor, the creditors' committee and ArcLink, as prepetition secured noteholder and DIP lender, which transfers certain estate claims and causes of action to a liquidation trust for general unsecured creditors, funds the trust with at least $175,000 from the DIP lender and excludes the excluded assets from the sale.
• The debtor is a specialized telecommunications infrastructure project management and deployment services provider and the U.S. subsidiary of SiFi Networks America Ltd., a U.K. private limited company acquired in April 2026 by Gaziti and SCIF. Under the FiberCity brand, the SiFi group, made up of the parent, its affiliates and the debtor and founded in 2013 by Roland Pickstock and Mike Harris, develops citywide open-access fiber-to-the-premises networks in California and the mid-West through long-term access agreements to municipal rights-of-way, leasing the networks to internet service providers. Investors have committed approximately $1 billion, primarily through Future Fiber Networks LLC and the Smart City Infrastructure Fund, which is controlled by APG, and each network is held in a non-recourse city-level project company owned by the investors themselves.
• The debtor provides project management across nine networks, two completed in Placentia, California and Kenosha, Wisconsin; six operational but still under construction in Farmington, Michigan, Rockford, Illinois, and Simi Valley, Oceanside, Palmdale and Escondido, California; and one under construction in Fullerton, California. It generates approximately $10 million in annualized revenue, primarily from fixed monthly management fees paid by the project companies, plus potential development fees of 2% of CapEx on milestone achievement, and had approximately 32 employees as of the petition date.
• SiFi previously developed projects in East Hartford, Connecticut and Saratoga Springs, New York, both later abandoned and the networks at issue in the Generate litigation, and has a suspended project in Rancho Cordova, California. The debtor manages the Escondido, Farmington, Oceanside, Palmdale and Rockford networks under an asset management agreement with Future Fiber Networks, while ArcLink Fiber (US) Ltd., a buyer affiliate, manages the Simi Valley, Rancho Cordova, Placentia and Kenosha networks.
• The parent appointed Michael Wyse of Wyse Advisors as the debtor's sole independent manager on April 22, 2026 to assess its financial position and develop a restructuring plan; the debtor then retained Cole Schotz as counsel, KCP Advisory Group as financial advisor and Sherwood Partners as sale agent. Jacen Dinoff gave the first day declaration as chief restructuring officer, and Marjorie Kaufman signed the plan as chief restructuring officer.

Path Into Chapter 11

• The debtor filed on June 5, 2026, in the District of Delaware, after its parent stopped funding working capital, moved to sell substantially all of its own assets and commenced its own U.K. insolvency proceeding; the debtor also faced adverse litigation results while unable to keep paying its professional advisors, and vendors and servicers threatening to stop doing business with it or to sue.
• Most significantly, as the debtor's cash position became tenuous it learned that the American Arbitration Association/International Centre for Dispute Resolution panel might issue a final award in the Generate litigation exposing it, on a joint and several basis, to an ultimate judgment of approximately $17.5 million it had no ability to satisfy. Generate Saratoga Springs Fiber Member and Generate East Hartford Fiber Member sued the debtor, its parent and certain affiliates in the Delaware Court of Chancery in December 2023 seeking specific performance of agreements relating to the Saratoga Springs and East Hartford networks; the matter moved to arbitration, where the panel 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 for approximately $16.3 million plus approximately $1.2 million of attorneys' fees. The defendants moved for summary judgment in the Court of Chancery on April 27, 2026 seeking to vacate the partial final award.
• Other pending matters include a third-party claim against the debtor in Berkshire Hathaway Specialty Insurance's suit in the Central District of California over an alleged breach of a 2018 national multi-city agreement granting Corbel Communications Industries a right of first refusal on certain microtrenching projects, in which a jury trial had been scheduled to begin Aug. 25, 2026 that the debtor faced without the resources to pay defense counsel, plus early-stage breach of contract suits by former general counsel Peter Neda and by Cablevision Lightpath.
• The debtor coordinated the Chapter 11 filing with the U.K. proceeding, entering a prepetition master services agreement with its parent so each could keep providing services to the other, and timed the filing to follow the parent's notice of intention to appoint administrators and the closing of the parent's asset sale.
• The U.S. Trustee appointed the creditors' committee on June 22, 2026, and the committee retained Lowenstein Sandler as counsel.

Prepetition Capital Structure

• Secured: a $2.2 million loan extended by ArcLink on May 6, 2026 under a secured promissory term note, after the parent ceased funding working capital and no third-party financing was available.
  • Rate: 13% per annum, stepping up by 5% upon and during an event of default.
  • Collateral: a first priority lien on substantially all of the debtor's assets under the note and related transaction documents.
• Unsecured: approximately $26.4 million as of April 30, 2026 in accounts payable, accrued liabilities and other liabilities, of which approximately $23 million is intercompany; the plan puts the parent's intercompany claim at $23.1 million. The figure is drawn from the schedules and is subject to material modification after the general bar date and to any claim Generate may file.

DIP Financing

• Size: $3.43 million, increased under the final DIP order by $300,000 earmarked for the committee's professionals from the $3.13 million of new money loans initially negotiated; the facility also rolled up the prepetition note, and $1.135 million was made available on entry of the interim order.
• Rate: 10% per annum, with no fees.
• DIP lender: ArcLink, in its capacity as lender under the DIP note.
• The debtor went to its own capital structure only after its sale agent solicited DIP interest from 10 potential lenders in the weeks before filing and none would advance an actionable proposal; the facility followed arm's-length negotiations with ArcLink.
• Treatment: because the stalking horse bidder was the successful bidder, the allowed DIP loan claim is satisfied in full and reduced to zero dollar-for-dollar through the sale under the stalking horse agreement.

Sale Transaction

• ArcLink bought substantially all of the debtor's assets for $5.85 million, credit-bidding the full amount of the DIP obligations and the aggregate principal of the prepetition note outstanding at closing, plus $200,000 in cash; the stalking horse agreement fixes the credit bid amount at $5,853,039.
• Chronology: the debtor executed the stalking horse agreement with ArcLink dated July 9, 2026 and filed its bidding procedures motion on the petition date, seeking approval of procedures under which the ArcLink bid would set the floor against which higher or better offers could be solicited. The court entered the bidding procedures order on July 10, 2026. No qualified bids other than ArcLink's were received, and on July 28, 2026 the debtor filed a notice cancelling the auction and deeming ArcLink the successful bidder. The court entered the sale order on Aug. 6, 2026 and the sale closed Aug. 7, 2026.
• Conversion of the case to Chapter 7 is a termination event under the stalking horse agreement.

Global Settlement

• Negotiations among the debtor, the committee, the prepetition secured noteholder and the DIP lender over the final DIP order, the bidding procedures and the plan produced a global settlement resolving all disputes and potential litigation relating to the debtor, the DIP facility, the bidding procedures, the sale and the plan, including the treatment of general unsecured claims. The settlement is incorporated into the plan and, per the debtor, creates an opportunity for unsecured recoveries not previously contemplated.
• The settlement provides 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 established for 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 liquidation trust assets, including any excluded assets, to the trust beneficiaries under the liquidation trust agreement.
• Committee consent rights run throughout the plan documents: the confirmation order, the plan supplement and the liquidation trust agreement must each be acceptable to the committee in form and substance; the liquidation trustee is the committee's selection; the amounts budgeted for the liquidation trust funding components other than the stalking horse cash amount (unused professional fees and retainers, unused ordinary course professional fees, unused DIP budget line items and prepaid refunds) cannot be adjusted downward without the committee's prior written consent; and any plan modification must be consistent with the global settlement.

Treatment of Claims and Interests

• Unclassified claims:
  • Administrative expense claims are paid in full in cash on the effective date or as soon as practicable, or on other agreed terms, with requests due by the administrative expense bar date.
  • DIP loan claims are satisfied in full and reduced to zero dollar-for-dollar through the credit-bid sale.
  • Professional fee claims are paid from the professional fee reserve as allowed.
  • Priority tax claims are paid in full in cash on the effective date or as soon as practicable, or on other agreed terms.
• Class 1, other priority claims (unimpaired, presumed to accept, not voting): paid in full in cash on the effective date or when the claim becomes allowed, or on other terms agreed with the debtor. Estimated at $0.
• Class 2, general unsecured claims (impaired, entitled to vote): each holder receives its pro rata share of the liquidation trust interests, unless it has agreed to less favorable treatment. The class voted to accept. The plan's treatment chart estimates the class at approximately $1.30 million, based on the schedules and subject to material modification after the general bar date and to any Generate claim, while the liquidation analysis estimates general unsecured claims at $1.32 million under the plan and $24.4 million in a hypothetical Chapter 7.
• Class 3, intercompany claims (not entitled to vote): each claim is, at the option of the debtor or the liquidation trustee, reinstated; set off, settled, extinguished, contributed, canceled and released without distribution; or otherwise addressed. Holders are either unimpaired and conclusively presumed to accept or impaired and deemed to reject. The confirmation order finds Class 3 presumed to accept while confirming the plan over the deemed rejection of Classes 3 and 4, and the plan's voting section treats Class 3 as presumed to reject because it receives no property. Estimated at $23.1 million, with a 0% projected recovery.
• Class 4, equity interests (impaired, deemed to reject): all equity interests in the debtor are cancelled and released on the effective date with no distribution or retention of property. All rights arising under or relating to any equity interest, including governance and consent rights under the debtor's organizational documents, terminate on the effective date.
• The court found the plan neither discriminates unfairly against nor is unfair or inequitable toward Classes 3 and 4, and confirmed it under section 1129(b) notwithstanding their deemed rejection. The debtor retains the right after the effective date to modify the treatment of any allowed claim or interest adversely only to that holder, with the holder's consent.
• Recovery comparator: the liquidation analysis projects 41.2% to Class 2 under the plan against 1.9% in a Chapter 7, with administrative and priority tax claims paid in full and Class 3 at 0% in both scenarios. Under the plan, the analysis applies the full $545,800 of cash on hand to an estimated $1.32 million of general unsecured claims; the Chapter 7 case treats that cash as the only material asset following the sale, deducts $16,374 of trustee fees at 3% of the cash balance, $75,000 of trustee professionals' fees and $3,000 of U.S. Trustee fees over an assumed six-month wind-down, and spreads the remaining $451,426 across an estimated $24.4 million of general unsecured claims.

Liquidation Trust

• The trust is established on the effective date, when the debtor irrevocably transfers all of its rights, title and interest in the liquidation trust assets, which vest free and clear of all claims, interests, liens and other encumbrances except for the liquidation trust claims and causes of action; the transfer is exempt from stamp, real estate transfer, mortgage recording, sales, use and similar taxes, and vesting neither destroys nor limits any transferred asset nor waives any right, each of which the trust may assert as if still held by the debtor.
• Trust assets consist of the liquidation trust funding, the liquidation trust claims and causes of action other than the D&O claims, and any excluded asset.
  • Liquidation trust funding consists of the cash amount under the stalking horse agreement; budgeted but unused professional fees and retainers of the debtor, the committee, the claims and noticing agent or the secured noteholder; unused ordinary course professional fees; budgeted but unused amounts in the office supplies/general administrative expenses and travel line items of the DIP budget; and refunds or reimbursements of the debtor's prepaid amounts.
  • Liquidation trust claims and causes of action are any claim or cause of action that is not a purchased asset under sections 1.1(c) and 1.1(d) of the stalking horse agreement.
• The D&O claims, the insider and D&O causes of action listed on the schedule of retained causes of action in the plan supplement, are treated differently: they remain property of the estate under section 1141(b) and revest in the post-effective date debtor, with the liquidation trustee serving as successor-in-interest to the debtor and representative of the estate solely as to those claims and free to use, prosecute, acquire and dispose of them without Bankruptcy Code, rule or court restrictions. The estate's existence continues after the effective date to the extent necessary for the court to retain jurisdiction over them. For all other purposes the trustee is a representative of the post-effective date debtor and the estate, not a successor-in-interest.
• The debtor states that the trust's ability to pursue the trust claims and causes of action, and in particular the D&O claims, is fundamental to implementation of the plan, the global settlement and administration of the estate, and that without that authority Class 2 would receive materially decreased recoveries.
• The trustee is responsible for liquidating or otherwise monetizing trust assets; objecting to, compromising or settling general unsecured claims; making distributions to holders of trust interests; and winding up the estate, with powers and duties specified in the liquidation trust agreement, which governs in the event of a conflict with the plan. The trustee is appointed on the effective date and may act without Bankruptcy Court approval unless expressly required.
• Tax structure: the trust is structured to qualify as a liquidating trust, and therefore a grantor trust, for federal income tax purposes, with beneficiaries treated as the grantors and direct owners of undivided interests in the trust assets other than those allocable to disputed claims; the trustee files grantor trust returns, may elect disputed ownership fund treatment for assets allocable to disputed claims and, as soon as possible after the effective date, makes a good faith valuation of the trust assets that all parties must use consistently for federal income tax purposes. The trust has no objective to conduct a trade or business beyond what is reasonably necessary to its liquidating purpose.
• The approved form of effective date notice directs post-effective date notices to the liquidation trustee at Stanley W. Mastil of SC&H Group, with copies to Lowenstein Sandler, the committee's counsel.

Distributions

• Cash payments are made by check drawn on a domestic bank or by electronic wire, except that distributions to trust beneficiaries are made by the trustee as and when provided in the liquidation trust agreement.
• After the effective date the trustee has sole authority to file, withdraw or litigate objections to claims other than professional fee claims; to settle, compromise or allow any such claim without further notice, order or court approval; to amend the schedules with respect to a claim under the Bankruptcy Code; and to adjust the claims register to reflect settlements without further notice, order or approval. Any trustee agreement allowing a general unsecured claim is conclusive evidence and a final determination of its allowance.
• Claims objections are due by the claims objection deadline, the first business day 180 calendar days after the effective date, extendable by court order on the trustee's notice.
• The distribution record date is seven days before the effective date, except that for administrative expense claims other than professional fee claims and 503(b)(9) claims it is the later of that date and the applicable administrative expense bar date, and for rejection damages claims it is the filing deadline for those claims.
• No distribution is made on any portion of a disputed claim until all objections are resolved by final order, settled or otherwise permitted; the trustee makes no distribution of less than $50 in the aggregate on an impaired claim, and holders below that threshold are forever barred from asserting the claim for that distribution; unclaimed cash or property reverts to the post-effective date debtor if not claimed by the unclaimed distribution deadline, 90 calendar days after the trustee makes the distribution; and if the cash available for the final distribution is less than the cost of distributing it, the trustee may donate the funds to one or more unaffiliated charities of its choice.
• No interest accrues on claims and no holder is entitled to postpetition interest; distributions on claims comprising indebtedness and accrued unpaid interest are allocated first to principal, as determined for federal income tax purposes, and then to interest.
• The debtor and the trust may set off or recoup against allowed claims on at least 10 days' written notice, but a holder that objects within 30 days blocks the setoff absent court approval; the debtor or trustee may also condition a distribution on a completed IRS Form W-8 or W-9, and a holder that fails to comply within 90 days of the request forfeits the distribution to the estate and its claim for it is disallowed and forever barred.

Professional Fees

• The debtor establishes and funds the professional fee reserve as soon as practicable after the confirmation date and no later than the effective date, with cash on hand equal to the professionals' good faith estimates of their actual unpaid fee claims as of the effective date.
• The reserve is not property of the estate, the liquidation trust or the trustee, and is held in trust solely for the professionals until all allowed fee claims are paid in full; allowed fee claims are paid within three business days of entry of the allowing order or on terms agreed with the trustee, and any shortfall gives the professional an allowed administrative expense claim for the deficiency.
• Sections 327 through 331 cease to apply on the effective date, after which professionals may be employed and paid in the ordinary course without further notice or court approval; each professional may still seek fees for preparing and prosecuting its final fee application and be paid from the reserve.
• The confirmation order and the plan describe the reserve's exclusion differently, the order stating that reserve funds are not property of the estate or of the post-effective date debtor and maintained solely for the debtor's professionals, and the plan stating they are not property of the estate, the liquidation trust or the trustee and are maintained for the professionals generally.

Releases

• Debtor release: effective on the effective date, the debtor, the estate, any person seeking to exercise estate rights, successors and assigns and any estate representative appointed under section 1123(b)(3) release the released parties from all claims and causes of action, known or unknown, including derivative claims assertable on behalf of the debtor or the estate, arising from the debtor or its affiliates, the estate, the in- or out-of-court restructuring efforts, intercompany transactions, the Chapter 11 case, the DIP facility, the sale, and the negotiation, confirmation, consummation and administration of the plan, based on any act or omission occurring on or before the effective date. The court found the debtor release a valid exercise of business judgment.
• Carve-out: the debtor release does not reach claims arising from any act or omission of a released party determined by final order to have constituted actual fraud, gross negligence or willful misconduct.
• Third-party release: the releasing parties grant the released parties a release on substantially the same scope and time frame, without the fraud, gross negligence and willful misconduct carve-out that applies to the debtor release. The court found this release consensual, noting the plan and ballots contained sufficient disclosure and detailed instructions on how to opt in, and that the releasing parties consented. The order describes the release as given by holders of claims through that opt-in, though the plan's definition of releasing parties lists only the debtor, the post-effective date debtor, the prepetition secured noteholder, the DIP lender, the liquidation trustee and their bindable affiliates and related parties.
• Released parties are the debtor's related parties other than their former directors, managers, equity holders, principals, members and officers, with Michael Wyse, Jacen Dinoff and Marjorie Kaufman expressly carved back in as released; 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; the project companies; and any other person related to the go-forward business, meaning the ownership, operation and use of the purchased assets after closing and the related activities of the buyer and its affiliates.
  • Two exclusions bound that last catch-all: a person not listed on, or removed from, the avoidance action schedule is not a released party under it; and SiFi founders Mike Harris and Roland Pickstock, Benjamin Bawtree-Jobson, and any entities they control or are affiliated with or that may be listed on a schedule to the plan supplement, are not released parties under the plan at all.
  • Buyer affiliates are defined to 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., ArcLink Fiber (US) Ltd. and Future Fiber Networks LLC, together with their current and former direct shareholders and equity holders and their officers, directors, employees, managers, agents, representatives, funds and managed accounts.
• Releasing parties are the debtor; the post-effective date debtor; the prepetition secured noteholder; the DIP lender; the liquidation trustee; each current and former affiliate of those entities that they can legally bind; and each of their related parties that they can legally bind. The post-effective date debtor and the trustee are releasing parties as successors to the debtor and the estate and are deemed to grant the releases upon their creation on the effective date.
• The U.S. Trustee is not treated as providing any release under the plan and is not required to file an administrative claim.

Exculpation and Injunctions

• Exculpated parties are the debtor; its directors, officers and managers who served at any time between the petition date and the effective date; the professionals retained by the debtor; the committee and its members in that capacity, together with each individual who participated on the committee for a member; and the committee's professionals.
• The exculpation covers acts and omissions originating or occurring from the petition date through the effective date in connection with the debtor, the Chapter 11 case, the DIP facility, the sale and the negotiation, filing, confirmation, consummation and administration of the plan, excepting acts or omissions determined by final order to have constituted willful misconduct or gross negligence; no exculpated party is prevented from asserting reliance on advice of counsel as a defense to a claim of fraud, willful misconduct or gross negligence. The court found the exculpation meets the fiduciary standard the Third Circuit applied in PWS Holding.
• Release injunction: persons holding released claims are permanently enjoined from commencing or continuing any suit or proceeding in any forum; enforcing, attaching or collecting any judgment, award or decree; creating, perfecting or enforcing any lien; setting off, seeking reimbursement or contribution from, subrogating against or recouping any amount against any liability owed to a released person, except to the extent a setoff was exercised before the petition date; and commencing or continuing any proceeding inconsistent with the plan or confirmation order.
• Plan injunction: holders of claims against or interests in the debtor are permanently enjoined from pursuing actions, judgments or liens against the property of the estate, the post-effective date debtor, the liquidation trust, the trust assets or any other property of the debtor to recover on such claims, and from proceedings inconsistent with the plan. Injunctions and stays under sections 105 and 362 extant on the confirmation date remain in full force and effect.
• No discharge: nothing in the plan or confirmation order grants the debtor a discharge under section 1141(d).
• On the effective date, all mortgages, deeds of trust, liens, pledges and other security interests against estate property are fully released and discharged under section 1141(c), holders must execute documents reasonably requested to effectuate the releases, and all right, title and interest reverts to the debtor or the trustee.

Conditions Precedent to the Effective Date

• All funding, actions, documents and agreements necessary to implement and consummate the plan and the contemplated transactions have been effected or executed.
• The sale has been consummated in accordance with the relevant acquisition agreement and the sale order.
• All professional fees and expenses of the debtor, the committee and the DIP lender that were due and payable under a court order as of the effective date have been paid in full, other than professional fee claims still subject to court approval.
• The DIP loan claim has been, unless the DIP lender otherwise agrees, satisfied in full and reduced dollar-for-dollar by the credit bid amount because the stalking horse bidder was the successful bidder; had an alternate bidder prevailed in an alternative sale transaction, the claim would instead have been paid in full in cash at consummation.
• The confirmation order has been entered and is not subject to a stay or injunction.
• The liquidation trustee has been appointed under the plan and the liquidation trust agreement.
• The debtor selects the effective date, which must be a business day on or promptly following satisfaction or waiver of the conditions; the plan requires notice of its occurrence within two business days, while the confirmation order sets service of the approved effective date notice within three business days after the effective date.
• Waiver and failure: the debtor may waive any condition in whole or in part with the committee's consent, without notice or court order. If the conditions are not satisfied or waived within 60 days after the confirmation date, any party in interest may move to vacate the confirmation order, though it will not be vacated if the conditions are satisfied or waived before any order granting that relief becomes final; a vacatur renders the plan null and void without waiving or releasing any claims by or against the debtor or prejudicing its rights.

Executory Contracts

• All executory contracts not previously rejected, assumed, or assumed and assigned, whether in connection with the sale or otherwise, are deemed rejected on the effective date under sections 365 and 1123, except contracts subject to a pending assumption motion, agreements entered into in connection with the plan, D&O policies and other insurance policies, and contracts identified on the assumption schedule in the plan supplement.
• Rejection damages claims must be filed within 30 days after the earlier of notice of entry of the rejection order and notice of the effective date under the plan; the confirmation order sets the deadline at 30 days after service of the effective date notice. Under the plan, claims not timely filed are forever barred and deemed fully compromised, settled and released, while the confirmation order makes a late claim a disputed claim that is forever barred only if disallowed; allowed rejection claims are classified as general unsecured claims.
• Cure amounts on assumed or assigned contracts are satisfied in cash on the effective date or as soon as practicable, or on other terms agreed with the counterparty.
• Where the parties dispute whether a contract or lease was executory or unexpired at the time of assumption or rejection, the debtor or trustee has 60 days after entry of a final order resolving the dispute to alter the contract's treatment.

Wind-Down and Dissolution

• Following the sale closing the debtor focuses on confirmation and an efficient wind-down; remaining assets are expected to consist of, among other things, the liquidation trust assets, and the trustee effects the liquidation and distributions.
• The debtor is authorized to fund the wind-down account, as defined in the final DIP order, with budgeted and accrued but unpaid expenses plus the post-carve out trigger notice cap, which the debtor says gives it sufficient liquidity and access to assets to make required distributions and facilitate an orderly wind-down.
• On the effective date the debtor's directors, officers and managers are discharged and terminated automatically, with no continuing obligations absent a separate agreement with the trustee, and the trustee becomes sole director, officer, member and manager of the post-effective date debtor, authorized to amend and restate its organizational documents without corporate action or filings.
• The trustee winds up the debtor's affairs and dissolves it as soon as practicable after the effective date, subject to the estate's continued existence for the D&O claims, without paying taxes or fees to effect dissolution; the trust bears the cost of the wind-down and of preparing and filing the debtor's final tax returns, and the trustee may file certificates of cancellation or dissolution upon the final distributions.
• The committee dissolves on the effective date and its members are released and discharged from further rights and duties, except as to applications for professional fee claims or member expense reimbursements.
• Quarterly fees under 28 U.S.C. section 1930 plus statutory interest through the effective date are paid by the debtor on the effective date; thereafter the debtor and the trust are jointly and severally liable for quarterly fees. The debtor files monthly operating reports due before the effective date on UST Form 11-MOR, and the trust files UST Form 11-PCR reports thereafter, with the payment and reporting obligations running until the case is closed, dismissed or converted to Chapter 7.

Voting and Key Dates

• Aug. 14, 2026: the court entered the conditional approval and procedures order, conditionally approving the combined plan and disclosure statement for solicitation purposes only. Only Class 2 was solicited.
• Aug. 28, 2026 at 11:59 p.m. ET: general bar date; 503(b)(9) claims were required to be filed by this date. Notice of the bar dates was served on potential creditors on or around July 24, 2026.
• Sept. 15, 2026 at 11:59 p.m. ET: voting deadline, with ballots required to be submitted electronically or physically received by the claims and noticing agent; emailed and faxed ballots were not counted.
• Sept. 22, 2026 at 4:00 p.m. ET: plan objection deadline. No objections to confirmation were filed.
• Sept. 30, 2026 at 10:00 a.m. ET: confirmation hearing; the confirmation order issued the same day.
• Dec. 2, 2026 at 11:59 p.m. ET: governmental bar date.
• Post-effective date: administrative expense claims (other than professional fee claims and statutory fees) are due 30 days after the effective date, professional fee applications 30 days after the effective date, rejection damages claims 30 days after service of the effective date notice, and claims objections 180 days after the effective date.
• The amended schedules bar date is the later of the general or governmental bar date and 35 days after a claimant is served with notice of the applicable schedule amendment; the rejection damages bar date is the later of the general or governmental bar date, any date set by court order, and 30 days after service of an order authorizing rejection.

Other Confirmation Terms

• The court found the plan satisfies sections 1129(a) and 1129(b), including the best interests test under section 1129(a)(7) on an uncontroverted liquidation analysis, and is feasible under section 1129(a)(11) on a record including chief restructuring officer Marjorie Kaufman's declaration, which shows sufficient funds as of the effective date to pay everything then due and resources for later distributions. All objections, responses and reservations of rights not withdrawn, waived or settled are overruled on the merits.
• The findings, conclusions and plan provisions are non-severable and mutually dependent; the plan is governed by Delaware law except where the Bankruptcy Code, rules or other federal law applies or an exhibit provides otherwise; and any issuance, transfer or exchange of a security or delivery of an instrument of transfer under the plan is exempt from stamp and similar taxes under section 1146(a).
• The debtor reserves the right to alter, amend or modify the plan, including the plan supplement, one or more times before substantial consummation and after confirmation, subject to section 1127, Bankruptcy Rule 3019 and the plan's own limits, and provided any modification is consistent with the global settlement; material or immaterial modifications may be made without resolicitation where consistent with the Bankruptcy Code, and technical adjustments may be made before the effective date without further court order.