American court hearing recordings and interviews - 12/19/23 hearing audio in the Prime Core/Prime Trust #bankruptcy, Delaware case no 23-11161, #crypto

Episode Date: December 23, 2023

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Good morning. Please be seated. This is Judge Tickles who are in the record in Prime Corps Technologies. Case number 23-11-1-6-1-6-1-6-1, excuse me. Good morning, counsel. I'm sorry, we're having trouble picking you up. You need to raise your voice a little bit. Well, I can hear you up here. Hold on.

I don't know. I can't hear up. Okay. I will. Is this better? Yep. Thank you. That better?

Yes. Yes. Sorry, no problem. I would like to thank your honor and chamber staff for very much in the past five months and being so accommodating and helping guide these cases to your conclusion, which I for everything and hope happens today. I'd like to start by making some introductions. An important with me today are my partner, Karen Adphing, Joseph Evans, like signing,

as well as my colleague, Kate Jemette, and Lee Barrett. Also, an important with me today are on my partner with me today on my partner. today are various declares. He has some declarations in support of matters on the committee's agenda. Michael White, of one of the three members of our special committee. Rob winning of M3 advisory partners,

he's as financial advisor. Also of M3 is Julie Murphy. And Michael Ash is Gallup C's Digital Partners, The Better's Investment Data. And Bryant-Hartreux of Spredo, together, and building agents. I'm going to please support before I

Okay, good morning and I would like to see the podium to my partner, Barry Avenue. Can you give a brief overview of the police then? Okay, good morning and welcome everyone. And let me just say, I have read pleadings before the court and before we begin. I would like to discuss generally the plan that's before the court, the debtors path forward, and the milestones they're set forward. So since you intended to make an introductory statement, in any way, I'll let you proceed forward.

Sure, thank, Your Honor. Your Honor, it's been a while since we've been in your court and provided an update, so Ms. Candestine said I thought it would be helpful just to spend a few minutes catching Your Honor up on what's happening and how we got to where we are today. Your Honor will remember that you approved bidding procedures earlier in the case in our goal was the sell this company. Galaxy, our investment banker, they spent a lot of time

talking to potential bidders. Ultimately, there was really just one, party who was serious about an acquisition and I think to this day they're still serious about an acquisition the problem is that that party did not have capital to consummate the transaction they were on the cusp we were told of raising capital to fund the transaction but on top of that the bidder that was raising that capital that money was coming from an investment fund that itself was in the middle of raising its own capital so we had sort of two different finance and contingencies involved there. So I don't know where any of that landed ultimately, but what I do know is that at no point in time, including where we are today, did we have a serious bidder who actually had the capital to consummate the transaction? So we immediately pivoted to two different things. First, we pivoted to a wind down. This meant terminating additional contracts that we no longer needed for an acquisition, and generally preparing for the liquidation toggle that we contemplated by the plan if ultimately we were not successful at the sale process.

Second, Your Honor, Galaxy began exploring what I'll call transaction-like alternatives. And ultimately, that came in a form of a license agreement that your honor has already approved, and thank you for that. The license agreement is essentially a license to the third party to use prime of intellectual properties and perpetuity. We've told the court on several occasions the value of this company is that they put together a bunch of things that independently are not so valuable, but when put together are valuable. valuable and that is what the third party is licensing. So that is good news and will ultimately yield the estate $2.4 million. The other good news is that this was a non-exclusive deal. So Galaxy is actually out there right now talking to others who have expressed an interest

in a similar licensing deal with the same technology and that was from the Your Honor, the other noteworthy item on the agenda of the plan confirmation is the disfinancing. So Your Honor, there were several ways here to find out. way he is here to fund a liquidating plan. However, along the way, one of the committee members, Polaris, reached out to us and initiated talks to provide the funding that we needed. We're very grateful for Polaris' support. They're owed more than $30 million in this case, so they have every incentive to see this case through to a borderly line down and to pursue cause of action, and that is exactly what this plan will do. Because of the Polaris dip, we will be able to

satisfy admin expenses in full, and probably just as important, importantly, there will be significant funding to pursue positive action. Your Honor, we certainly would have liked to accomplish more in this case during our short stay, but as you heard of the first day hearing from me, we were hoping that this would be the shortest crypto bankruptcy case that's happened so far, and assuming we get through today's hearing successfully, we will have accomplished that. And as we'll hear in more detail later, we have the support of the committee and also the creditors.

Your Honor, I know you had some questions, depending on what they are, and they turn them back over to miscandesion, but I'm happy to try to answer them. Well, I guess my, you know, there are multiple plans, and the court gets all of this 48 hours before the hearing, and the plan initially provided for the three toggles. At what juncture did the debtor pivot to liquidation? Was that the end of November? I think it was the end of November. I mean, basically when we learned, we made a decision when we canceled.

We filed a notice of cancellation. of the option. And I'd say that leading up to that, we were certainly strongly considering moving away, just given what we knew, but we didn't want to publicize that fact because it could have had an adverse impact on what was left of a sale process.

But certainly by the time we filed that notice of cancellation of Austin, that is definitively when we said we're not selling this business. We can't afford to keep employing all the people we have employees. We need a reject contract that we were sort of holding back if there was a buyer.

Okay. I don't remember the exact data. Well, I'm thinking out of in the context of, at that point, the debtor had already solicited, correct? I believe solicitation must have gone out by the So in terms of notice to parties of what the process was going to be going forward, because as I read your plan, the plan at stealth still speaks of a toggle and still contains sections regarding a reorganization transaction and a sale transaction.

I'm going to turn an algorithm. Okay. On November 28, we filed a supplement to our special statement before the voting government where we explained that you're pursuing the liquidation problem and the sale process has not been successful. In our mind, because specifically you don't see all the problems when we use in the final plan, and we probably would be more confusing the predator to have so much red and all over the plan.

We left the plan as it is and then included that. So there's, I just want to make sure, because that's exactly how I read it, that it was in a disclosure statement, but nowhere in the plan does it say that the toggle is no longer in effect. We didn't have noticed that there were multiple problems and any one of them could have been triggered until like, if you put an additional disclosure, which we served out in the disorder system, that was providing notice that you know pursuing the liberation transaction. It's our position that they always had noticed that this was a potential outcome.

Okay, so let me ask you this. With respect to sources to fund the plan, walk through, I appreciate that there is a proposed debt for $3 million of that $10 million to go to funding. And I understand that there's investigations with potential litigation you know clawback D&O perhaps the 98 F wallet so talk to me what are the sources to fund this plan and see under the funds that will receive under the audience of the TG lab so as I understand walking into this plan the whole issue of ownership

with respect to customer counts, is unresolved and punted to another day. Yes. We did bring the one as we've done on together was the settlement as you're going to see with that's 2.5? Yes, 2.50 to address concerns that there was military or the ring fence around how you could be done, the timing, and what have you, and just giving people an opportunity to look to procedures a kind of an outside base by which which was a way of contact

and then next step after that. We also put those in now because we wanted to you know, produce, promote judicial economy and avoid having multiple people filing in disparate motions even though they could be at the same time and then on the staff. And so we wanted to sort of provide a runway for an order of the community of issues.

So, walk from me, how do you anticipate, so the debtor is going to send notice, there's a deadline for people to respond. And let's say at that point, first of all, how many accounts are there to reconcile? Yeah. Well, there are, I believe, and 500 interviewer contact, and then there are. All right, so how do you anticipate proceeding forward to the extent that you? get objections to what the debtors proposed as either being ownership or not ownership. So we would meet in her heart with those parties to come up with a schedule and a hearing date that we would like, that we would approach chambers, and schedule those matters again.

And so we're going to have potentially millions of one-off disputes on ownership? I think the biggest, I think to the major issues that are with an innovator agreement, because some are, some are, you know, strictly under the National States Agreement, and some are legacy of the units. I think the same issue is kind of the, sort of categorizing those, approaching those on the omnibus basis. Now the WOTPs are going to come, I think, the folks that are so dissimilar to each other, that they need to be adjusted with you. I don't believe that the individual energy agreement are going to be any different from the standard version. And if they are, I don't believe it can be that big of our number.

Is there a time frame? The debtor's plan to be resolved on all these issues? An outside date of 120 days before. It doesn't seem like there to be going beyond. I think that is a good outside date. I think it's probably a lot closer. And we've already been in talks with certain customers who've spent deadlines that are running advanced.

Okay. I just have one other comment before we proceed forward. And I'm sorry, but I just want to make sure that I have a firm understanding of what I've read. The debtor has not done any cram-down analysis with respect to rejection of Class B. If this court accepts the tabulation that's on, I forget the term you use, the untreated tabulation.

Is there a reason? No. But you'll be prepared to address it today? Yes. All right. Thank you. Is it okay number 22? Does Connor have a copy? Bear with me a second.

Is this second amended? Yes. Okay, I have a copy. I'm assuming it doesn't have a docket number on it, but I have a copy. So I'd like to thank you, Anna, for entering orders. And I'd like to now see podium to my house. Is there it, we'll present items number 11 as well? I'm with your honor, commission. Bear with me a second, Mr. Barrett. Yeah.

Binder. Okay, you may begin. Good morning, Your Honor. For the record, Good morning. Mr. Rowe. I'm right on behalf of the letter. Yes.

Hi, Your Honor, first item on the agenda of the Albuyan, one of my point of my colleague, is item 11. The notice of the contract parties to tend to assume the secondary contracts and uninspired to file with document number 16. Narn, the first has received two objections to the notice.

However, in times since the filing of the notice and the filing of the objection, the that is filed there, third amended plain supplement, as Dr. Number 5-1-5. The third-a-plan supplement identifies the underlying contract, both objections, meaning the schedule of rejected contracts. Rendering the objections mooted this time. Unless you're on any questions, that precedes the next item on there. Okay, so are the debtors withdrawing these objections?

I'm sorry, Your objection filed by the contract counterpart. Oh, I'm sorry. You're just given, I've understood. Continue. I'm sorry. Thank you, Senator. And the next item I'm going to address is number 12, and that is the debtor's objection to proof of claim of number 416,

filed by Connor O'Brien. The file was after number 434. Your Honor, the application is that a report that is objection. Mr. Norrisons had a question, but thank you, Mr. Murphy's declaration that is at the time. Does anyone object to the admission of the Murphy Declaration at docket number 434? I hear none. I don't see any fans on Zoom, so the declaration is admitted. Thank you, Your Honor.

Your Honor, I'm going to get to contact with Mr. Murphy over the past the youths pulled today's email and telephone. Explain to Mr. Murphy to file any letter in response. Do you have any objection? We'll be a student today or argue against it. I'm not sure if Mr. O'Brien is in the courtroom or on the room. Is Mr. O'Brien on Zoom or in the courtroom? Mr. O'Brien, if you are present, would you like to be heard? I see no hands.

don't hear any response. So I do not believe Mr. O'Brien is here. Thank you, Your Honor. In that case, if there was a request of the court to stand with an objection and disallow to respond to your Brian claim as a party. Okay. Let me ask, does anyone wish to be heard with respect to the objection to Mr. O'Brien's claim? Okay, hearing none, I have reviewed the objection based on the evidence presented in the Murphy Declaration and no response having been filed to the objection

and Mr. O'Brien having not appeared at the hearing, I will enter the proposed order sustaining the objection. Thank you, Your Honor. Now, with my partner, Ms. Conductsional, at this time, I think he's been a slightly out of order with the honor's permission. Okay. I think the decision is a judge motion to further amend the amended creditor and anticipated. The Honor, I passed the letter's motion to file a document. of four seven four

four in addition to that was filed an amended declaration of Brian Carpa in support at docket 5.5. At this time, unless you have a question, what can you have a question? Let me ask, does anyone object to the admission of the Carpacette

declaration at docket number 5 to 5, or the Murphy declaration at docket number. at docket number 474. I hear no one. The declarations are admitted. Thank you, Your Honor. Does anyone wish to cross-examine the declarants? I'm not just to be at the United States.

Just to request. Okay. Now, by way back around, who made a motion to further a many and many more, the debtors of seeking in and caught out certain parties that they do not believe are predators from those women's fault. The Honor, by way to further back, earlier in the case, at the Income Article 39, you offered the debtors to among other than Serb the Party Party

which is consistent with their prior practices and the treatment of contract counterpartners. The Honor, you entered the amended final order at Dr. 168, which contains a change in the same order. Following the final order, the course of serving documents including the Bargate notice the combination in the combination in the areas, the debtors claims and noticing agent identified certain service-oriented emails, specifically an accounted certain under-liber border

emails. These emails are a little over 130,000 out of 4.5 million emails that were attempted to be served in the first place, a success rate of approximately 97% and the debtors suspect that these parties are end users, not integrated their aggregators and frankly maybe more familiar with the integrated aggregators themselves as close to the other.

There are several causes identified that the issue that we have some of the emails have been locked a scam, some will block by the end of users, some of the unsubscribed emails, and yet others had full email inboxes, improperly formatted email addresses, or had domain issues a cognitive object to the media. Following discovery of the undeliverable e-all and the issues underlying, the claims in the recent agent and the financial body to dooders, worked together with the debtors' to reconcile the service list of emails against the debtor's personal records. In doing so, they identified a number of deep of email records,

and they, and the result is that they found that the vast majority of the under-liberable denial addresses were not represented, represent on the debtors of the debtor. In fact, such about the board that 99% of the unalivable email parties were not in fact, are, excuse me, that 99% of the annualable email parties are not in fact prejudices of the debt. So what are they? These are, these are, or who are they? What are who are they? No, I'm unable to identify back as if these parties are, but the reality of

matters to be the nature of the business, there were substantially more tough points and notice parties out there than there were actual credit. The point that, as I noted, over a 4.5 million parties were served with email when in reality only 50,000 parties are unique in the parties that represent in the person members. So we suspect that in doing emails are either duplicates or simply parties that depend as they've interacted with, with but do not have claim against the body. Well, did the claims agent have the ability to analyze and reduce duplicate claims, I mean, duplicate emails?

Your exact, duplicate, yes, and I've probably went to besides my wording. What I'm referring to is parties that may have had more than one email address that still reached the same individual, individual partners. But there's parties that had a Yadu and Gmail and a hotmail on email. by way of example right they all went to the same party so when I think you look at the innocence is that's what I do so what was there a way to determine if a if a party had multiple email addresses and one email address was successful and for example another was not yes John that is part of let me do that's done by

this done by the entire provider and the same thing you know he was related as I know to Johnna, the ultimate result is 1% of the roughly 130,000 undeliverable email parties are believed by the debtors to be credit. That 1% roughly 1,300, more served by first class mail, according to John's order. The debtors are now seeking to have seen and serving the remaining roughly 130,000, but they do not believe are creditors of the debtors. How many is it you're seeking relief from? I'm sorry, the number.

It's roughly 130,000 out of the full point five million numbers and so. Now, serving the balance of the underlivable email address, I see, the underlying email address. The cost these states roughly 30,000 dollars. At station, Your Honor, the debtors are seeking to balance the goal, preserving the value, the value of these states, and using these funds for asset recovery efforts and other Chapter 11 goals, are opposed to using funds to receive the first-class notice,

the parties that they don't believe are correct. It's a better position that this will be squarely authorized on the end of Section 105 and P.C. As it only seeks to further the goals of the Bank of PECO in preserving value and distributing that value in creditors. is preserving value a higher standard under the bankruptcy than due process? Not necessarily, Your Honor, however,

the debtor decision that here these creditors have received they have received publication notes and the debtors have attempted to serve in it. However, it's also the beneficiary that these parties simply are not federal. Let me ask you this. Did Stredo attempt to email them more than once? Like for example, did they email them from one strato account and when that was unsuccessful, set up a separate email for purposes of serving them? I was trying to understand this from the declaration.

Yes, you are. I'm not saying that the attempted service doable to different ways. Different domains. That is my understanding. Now I'd like to emphasize that the debtors here are in a new position that justifies the jury. Your state is severely strained as in business class. Having entered Chapter 11 under a susan business order with an inability to generate revenue. Further, as I learned previously, the nature of debtors resulted in an outside number of platforms and counterparts that were not in fact quite a year.

said earlier it was roughly four and a half to five million to union union between the annual address to serve compared to 50,000 parties that's represented as a person in order. Does the debtor even have mailing addresses for all these parties? And there are tough to meet as a union and the is the petition of the parties that's such an application is you could have those parties? Now, turning to these parties

on the liberal email address They'd rather would know that As this stuff previously, so many parties have, in fact, opt-out I'm sorry, I could hear you. They have what? They've effectively opted out in the strong. They've either un-subscribed from some of the most of the email

or they flocked in email or they flagged email just screen. The respect to those parties is they have affected their own court. Even parties did not opt out, did receive checks. The debt is publicized and the comprehensive the debtors made publication notice in the National of York Times,

and the National Version of York Times. In fact, even if the sake of argument, that credit is due of this, which the debtors have not been served, the harmful decision is the agreement, as they're carved out from the releases in the plan explicitly at Article 1.15550. 155-5-5. These parties that did not receive email service are excluded in the definition of the releasing party,

and as Your Honor, recognized, parties that don't receive in our risk are not found outlawedases. Your Honor, in light of these states, limited resources, substantial attempts to serve these people to date, and the defendant believe that the unliable email addresses are not in fact creditory, but keep the email address for a party that cannot complain against these states. the debtor's actually what's already happened.

It's permit them to forego the service, right? I mean, you proceeded forward. We're going to confirmation, and these parties haven't been served. That's correct. It's corrective. It's corrective moment. So is this a today? So is this a today issue or is this a future issue?

Is this an issue that the court should address when it's right, when someone comes forward? Your Honor, I would suggest that in both a today issue and a future issue, I think the question of whether a service will perform moving forward, even today issue of whether this value can be in the importance of the state. I think the question of whether an creditor who comes forward later actually received notice is certainly, issue that time should that apparel we should that would be honest okay thank you mr. cudia let me ask does anyone else

wish to be here with respect to this motion before mr cudia okay mr puttia good morning good morning i did have some questions mr clappellop certainly um let's take a five minute recess and we'll resume Thank you. Please be seated.

Is the witness failable? Can you swear in the witness? Thank you. Thank you. Please stand. Please raise your right hand. Please state your full name and spell your last name for the court record, please. Do you affirm that you tell the truth, the whole truth, and not about the truth to the best of your knowledge and abilities?

You may be seated. Your Honor. Mr. Cudia. That would be great. Yes. Mr. Carpac, you're thoroughly familiar with... Mr. Cudia, I'm sorry to interrupt you, but I can't locate that declaration. Hold on a second.

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So say what's the document number? Thank you. You may proceed. And could you explain what Exhibit A is for the court? Exhibit A is a detailed list of the parties that were unable to be emailed the notice of commencement. Okay. And can you describe what each of the categories is and what they mean? Sure. Suppressed unsubscribed means that these parties, so suppressed means they were, they were, the email was not attempted because of an earlier communication from that, like unsubscribe means that the recipient had previously indicated discredo that they had, they wanted to be. be unsubscribed from future emails. Complained means that they may have responded to the email or reported to their IP, like their email provider that they did not want to receive emails. And then invalid was, you know, there's something wrong with the email address

itself that would not allow it to be to be received. Unresolved means that ultimately we attempted the email, but it just kind of no real like final communication was received from their email provider as to why it could not get through. Undeliverable address formatting error, again, like a bad email address. Undeliverable invalid address. Again, bad email address. Undeliverable rejected by the recipient domain. Just the domain, the email provider would not accept the email from us.

Undeliverable mailbox full. If you have like a Yahoo or a Gmail account, you can only have so many gigabytes in your email address. and so it would not make it it will no longer accept emails from them from from anyone under the IP blocked whether at the domain level or by the individual user they did not want to receive future emails from from the strato domain undeliveral suspected is spam the either the party the the recipient itself or the email provider identified it as spam and then undeliverable connection timeout.

It's similar to the unresolved where we would make one attempt and then if it's called like a soft bounce, right? So we'll look up with it, if we have a bad email address, we'll get a hard bounce. It says this is not exist. If it has soft bounces, it doesn't really say it can't get through immediately. And so we will attempt that usually like two more times over the course of the next couple days. of the next couple days in order to try and get that email through. And then connection timeout, ultimately, we reach a point where we no longer make attempts. Thank you.

That helps a lot. So would you care to say that the categories of suppressed, unsubscribe, suppressed complaint, undeliverable IP block, and undeliverable perspective as spam are the categories of return emails that could have involved an affirmative act by the recipient? Suppressed unsubscribes, suppressed, complained, potentially rejected by recipient domain, suspected a spanned, yes, those would be the ones. Thank you. Can you please go to Exhibit B? And I know that it appears to be a similar chart, but there's a new category of suppressed pre-excluded.

Can you explain what suppressed pre-excluded? So suppressed, pre-excluded, it really involves kind of the similar categories, but they were identified from prior campaigns that they were either a bad email address or they were reported as spam or they had unsubscribed. And so they did, you know, either they could not be reached or they did not want to be reached. And I think primarily it would be bad email addresses asked to unsubscribe or reported as spam

or the three categories of undeliverable that would be categorized within that pre-suppressed, suppressed pre-excluded. And that would be from the results of the sending of the notice of commencement, correct, if you got the pre-excluded? Primarily, yes. I mean, there are other, you know, individual communications that would be ongoing, you know, between the notice of commencement and the notice of bar date.

But that is, yes, primarily where that would come from. So, again, if I'm understanding you correctly, this, I'm sorry, let me get back in a second. Exhibit D, what is this? This chart is the results of. This chart is the parties that could not be reached by email for the notice of bar date. Thank you. All right, so the pre-excluded, again, if I'm understanding you correctly, is based off of the results from sending of the notice of commencement. So that everything below suppressed pre-excluded is from the result of the bar date notes.

That's correct. And would that description hold the same for Exhibit C? Yes, Exhibit C is the parties who could not be reached by email for the notice of confirmation hearing. The categories described there are more or less the same. The suppressed, pre-excluded, I know specifically are related to three categories of of undeliverable from, you know,

bad email address from prior campaign that was like, I think, 60,000 of them reported as, or unsubscribed is about 24,000,

and then the remainder were reported as spam. Okay, and the total for that not receiving the notice of confirmation hearing is 131,3,3,000, the total, not received by email,

that's correct. And do you know how many of them were served by mail? First question. I believe for the notice of confirmation hearing, about, I think in the declaration it says like 1,300 of them were served by mail, subsequently for the scheduled parties. Thank you. Your Honor, I have no further questions, for it.

Thank you. Does the debtor have any questions? Thank you. Your excuse, thank you very much. Thank you. Thank you, Your Honor. Again, for the record, just for your trustee. Excuse me.

The Supreme Court and Mullane the Central Handover Bank and Trust held that due process requires notice reasonably calculated under the circumstances to apprise interested parties of the pendency of the action. Now, in a bankruptcy contract, Bankruptcy Rule 2002 is the primary rule of dealing with notice. notice it requires notice by mail to all creditors of several items in the bankruptcy cases among those are notice of commencement or date notice confirmation hearing notice and supplemental notice and that makes sense as the claims bar date and confirmed plan are intended to bind all credit and creditors cannot

be bound they don't receive notice here all creditors for the testimonials for the testimony Mr. Law at the August 25th hearing are some 5.4 million customer parties. For the final matrix order in these cases, the debtors received permission to the court to serve notices by email for customers that did not request delivery of hard copies by mail. However, if a notice email is returned is undeliverable and no working email address to be located, that party must be served by traditional service methods, including What happens if there isn't a mail address? I just, council just told me they all had mail addresses for all these parties.

I believe the order says for those equal addresses can be found. So in a case where the debtors had a physical address, they would need to serve them by mail. If they don't have the address, the publication notice suffice it. Undeliverable or bounce back emails are not a new phenomenon. not a new phenomenon. Here approximately 3% of the email addresses that the debtors had to their customers were undeliverable.

In other words, this problem was foreseeable to be expected. Mr. Ocudia, how is this any different than U.S. mail service of a notice of confirmation or solicitation or confirmation hearing

in which a debtor serves the notice and the debtor receives mail is undeliverable or never receives notice whether or not it's confirmed or received.

Well, in the context of email, I'm not sure that the, if it has, I'm not aware that the jurisprudence is really caught up with email. People have multiple email addresses. They change

email providers. You know, again, I'm not sure again that the law has caught up with that. I can see that, I can see where there may be some parallels, certainly. But don't we routinely enter orders that, for example, solicitation procedures that say the debtor needs to make a reasonable effort to resend undeliveral mail or some orders say the debtor doesn't need to make any effort to attempt reservice on undeliverable mail yes I recognize that in honor however though in this major order they are required to attempt email service when have an address so let me

ask you is is your concern here that the court is being asked to modify an order that was entered early in a case that set forth procedures or is your concern here that actual mail service should be effectuated? Our concern is notice to affected parties. It was, you know, obviously the court entry order authorizing email service. Our concerns are, well, we do have a concern actually about the, about what the reconsideration of the nature sort. but primarily it's notice. It's notice to parties who may have a claim against the death. So I guess here's my question, back to you.

You started this by saying due process requires notice reasonably calculated under the circumstances. So under the facts of this case, the circumstances of this case, and I think we both agree this is unique. industry. Don't we have evidence that service here is electronic? Isn't that the notice here that would be recently calculated under the circumstances of this case? It may very well be, Your Honor. As has been stated earlier in this case, the parties dealing with crime have agreed in most cases to service by email. And as I understand it, that's least part of the reason that email service is authorized in the crypto cases.

Again, here, it's really a concern about notice and about parties that may be out there that may have changed their email address, the email provider may have gone down, and they may have switched email providers, and it's not getting notice at the case, and not getting notice of what's going on in the case. How's that different than people who move and don't provide an email? address I mean a post office box or address mailing address sure as far as a mailing address people do have forwarding that they can use also at least I know for my personal experience I've changed email addresses more often than a

physical address change but again I believe it's an area where the Drew prudence is not pulled at all. I don't disagree with you. On that we can agree. The motion does state that over 100,000 customer parties didn't receive the confirmation hearing notice or the supplemental notice.

If I understand now the process correctly, once an email bounced back that addresses excluded from future email notices which means the lack of notices compounded. The data is now requesting court permission to serve by first class now those undeliverable parties who the debtors believe are actual creditors.

And they base that request on cost, the number of service parties as compared to scheduled creditors, potential refusal of service, and the publication notice. And I'd like to look at those in reverse order. It's well-established that publication notice is insufficient where a party's address is known for the debtors. In fact, the Supreme Court in City of New York versus New York New Haven, Hartford Railroad, said that much. Publication notice cannot substitute for other forms of service when the party is known to the debtors. Refused service.

In paragraph 35 in the motion, the debtors deserve to be unscheduled, undeliverable email parties and effectively opted out of receiving notices in the Chapter 11 cases, some even doing those twice. Again, looking at the claims agent declaration that appears to be a small percentage of those that can be verified that took some kind of affirmative step to decline service.

The large number of notice parties is a function of the nature of the debtors' business. The debtors concede in the motion and by the following of their matrix with the customers total some 5.4 million, any of whom could have claims against the debtors. The motion in paragraph 33 contends that 99% of the parties they are required to notice do not hold claims against the debtors based on their books and records. That's not a proper to take the limit the notice.

The whole point of filing the creditor matrix is so that they can assert their rights in the case if those parties believe they have a claim against the debtor. that predator matrix be unnecessary, a pool of potential claims was solely determined by what's in the debtor's records. Mr. Pudia, is that the U.S. trustees position that the confirmation hearing should not dig forward because of this issue? Yes, that is our position, Your Honor. I do acknowledge that in the most recent version of the plan, the definition of releasing parties

does it modify to carve out the undeliverable email parties from the releases, which is helpful, but they likely would not be bound anyway if they didn't receive notice. Further, the debtor should want all the customers bound by the bar date and the plan for finality. Under cost. When the debtor sought to serve parties by email, they estimated the cost of even just serving the orders of commencement by mail would cost the debtor's $10.2 million. Serving all of the all-creditor notice by email is undoubtedly saved the debtor's millions.

Save money for creditors is not a bad thing. However, there are certain costs that are incurred when running a bankruptcy case. One of them is the cost providing required notices. These same cost pressures exist to a greater or lesser degree in every Chapter 11 case. And by the way, the relief already granted in this case, the debtors have reduced the number of parties to be served by traditional methods by 97%. The additional expense is unfortunately necessary to ensure a party at the number of parties. ensure parties get the notice there entitled to under the rules and the code.

Lastly, I'd like to talk about the standard upon which the motion to amend should be evaluated. The U.S. trustee believes federal rule of civil proceedings 60, titled relief from a judgment or order. And among the grounds listed there for relief are mistake, inadvertence, surprise, or excusable neglect, newly discovered evidence with reasonable diligence, could not have been discovered in time to move for new trial. Fraud, misrepresentation or misconduct by an opposing party, the judgment is void, the judgment has been satisfied release or discharged,

or any other reason that justifies release. Now, the final matrix or in this case was a subject of condescended hearing and the debtors did receive, did receive, did receive, the release they requested. Now the debtors want relief in the resulting order. The only provision of Rule 60 that, in our opinion, could conceivably apply with B6, any other reason to justify relief. However, even that provision requires some, and I quote, extraordinary circumstances where, without such relief, an extreme unexpected hardship would occur. at Staterfield v. District Attorney, Philadelphia. 872 F3rd, 152, 3rd, 3rd, 13th, 13th, 172.

Could you repeat that? 876? Sure, 872. F3rd, 152. Thank you. And the precise is 1-158. Thank you. Here, some level of undeliverable emails was entirely difficult.

In fact, it should have been expected. and the final matrix order made provisions for that. It's far from an extreme and unexpected hardship. The U.S. trustee asked that the court denied a request of relief and enforced the existing final matrix order and delayed confirmation of the plan until such time as all parties who are entitled to notice to see the same. Thank you, Your Honor.

Your Honor, the President of the counter parties almost as specifically with the day through the law fire to the decision. They had obligations under the agreement with the data to keep in knowledge that addresses in terms. They had every application that email service would continue to follow this way as it is how they had always interacted with the development. Now the situation here is no different as you discussed in before, as it would be with mail after.

Parties have obligations to speak to a mailing address is updated or or if they're forwarding and fraudulent that they expect to see them now, the same as is the same female document. The fact that purefrews' type of product is the world to do now should not include additional burdens on this capital of the estate as they succeed the confirmation and issue asset recovers for the credit. Although it's always the discretion, you heard about the exclusion of the analysis after the initial.

after the initial failure. There's an important reason, but that is claimed in those names the main domain of the main individual property. This intellectual property is incredibly suffering damage if it's a key to these flags as stands or blocked or deported to certain, you know, the main dimension. That's the reason beyond going, as opposed to just continuing

to certain emails that is over and over and over a note. How many, excuse me, I'm sorry, how many mail addresses do you actually have out of the 130,000 customers who email wasn't provided? Or the email was not effective, I should say. Nor, unfortunately, I don't have that in case, though. So, ultimately, you're looking at the credit rule home today because I just paid $24,000, if they, if they serve these, if they're certain parties moving forward, but they don't believe our predators, and they don't believe our predators, and they don't believe our claims to the state,

compared against predators that, as a good, will not be bound if they do not actually receive so, and then they can secretly peddle in a way. A thousand those issues, through the federal rights, and granting the orphans of a man, who may the situation of the death, and harm to the parties.

Let me ask you address briefly. the U.S. trustees argument that you haven't satisfied the grounds required under Rope 60. Yes, Your Honor. It remains the very few between the district of the square and within Bank of Security Section 105. And the court's inherent equitable or in the 40s to temporarily address it on orders and the opinion of jurisdiction to the finger. That being said, assuming that U.S. 50 is correct, we would argue that the court to be that there are even in fact new information has come to life in a time since the original

vendor was invented as the analysis that the financial advisor and the better just kind of notice of the idea revealed that the realization that you're not right we already did so first we've already knew that there has been to change the situation and no information has come right and Further, we argue that there is a potential hardship that's going to evolve to state after this person. And we argue that it's satisfying the real ground. Let me ask you, um, did at any time the company try to serve from its domain, from an email address that obviously, if that is in fact their course of dealing,

did they ever try emailing from that domain? I mean, I understand it might have been unusual. So, I don't believe the company had to be it had service from the community, but I would note that all evidence is more received from the company and again, the company's agreement with creditors, required credit, excuse, with counterpart, required counterparts, to keep their analysis. Okay, thank you. Thank you. Thank you. Great. Yes, brief.

Great. brief. Robert's talk from Brown and WebNet on behalf of the committee. It's a threat to me in the situation that we find yourself in right now. Thank you for allowing me to speak because this is big. And to keep to all of this, I think, you're on and asked the question, I think, fairly bluntly, the sort of contextualization of this issue on notice. We've had a couple of different issues now on notice and so I'm couldn't believe about it.

So I just want to know all along. I remember Maloney. in law school, and the millions of times that have heard excited since, a bit of a big-day case. 2002-L talked about publication notice as applying in bankruptcies as well. We did both here, email and publication notice.

But forget that for a moment, because I think we forgot what this case is somehow in this discussion. This is a company that does not make widgets. It was a depository thing. a depository company for digital assets and it stopped doing that a really long time ago. It ceased doing business and a receiver was appointed from Nevada law in the body system in June of 2023. Caput, done, what happened then. People who had deposited digital currencies with the

company have been standing around saying, when do I get my currencies back? This is not a situation where some AR department lost the bill of waiting, didn't get a notice to go figure it out and then the NOAA folder lost in some fall off file cabinet. These are people who are sitting around saying, I want my money back, please give it to me. How much notice do you think you really have to give under that circumstance to people who are otherwise self-motivated to say, I like my money back please, right? This whole argument confuses or conflates this chapter 11 face virtually every other one we've done. in this court and all the other bankruptcy courts around the company, because we don't make anything,

we don't do anything, we're just trying to give people their money back. And we've been doing that for a really long time. That is the context by which notice needs to be reasonably calculated for the purposes by which we're trying to go forward here today. Publication is more than enough,

but I've been doing enough crypto cases over the last year. They kind of know a couple things, and I think Iran can take the additional notice of the entire. case record on this one. People don't rely on U.S. mail in the cryptocurrency industry. They communicate with each other by electronic means, Mopso, and Slack, and email. And in fact, you went ahead and you've dotted the eye that's been a question right now

and sent U.S. mail to these people, my presumption is they won't read it because that's not how this industry moves. That too is the context by which we have to evaluate stopping everything right now over the dotted I because the rule says, other than 2002 L, that we should be sending names by mail, electronic mail is how this industry operates. If it fails because they don't want to receive the email, that's not the debtor's fault. It's still trying.

It's probably not really a creditor, as the debtor is saying, that they're getting spam notes. So are we really going to stop this case over the notion that the electronic mail, the preferred way that the industry in a situation where people are sitting around waiting to get their money back, and there is no situation of the failed bill of lading that was walked in the manure holder, are we going to stop it over that? Respect for your honor, if that is the context of Malayne,

that is more than sufficient with what's been done today. No, thank you. Anything further? I'm going to take this under advisement. When we take a lunch break, I'll rule after lunch. I think we can move ahead. ahead with the claim issues. Good morning, Your Honor.

For the record, Jake Dunbeck with concern of law and memory, counsel for the betters and derogism in the statute of 11 cases. I will be taking up item number 13 and 14 on the amended, on the second amended agenda. And if there's time, for the one's break, also item number 16, the judge motion to post-prician financing, but understand time you might be being tight to take up that one beforehand.

With respect to the claims of the context, Your Honor, around the bar date, the debtors received a large number of claims for which they had basically zero information. And in connection with the 38 motion that Your Honor already granted, the concern was an outside impact on the voting result. Folks that we did not know really do they were, did not have records of. of the concern of that this could maturely affect the voting in an adverse way. So, stemming from that, the debtors in connection with their advisors undertook an extensive evaluation of the proof of claims that were filed, as well as trying to reconcile those with the debtor's schedules and their books and records. That led to the filing of the debtor's first substantive on the disobjection for the filed proof of claims, which is located at document number

435, that is the field version, as well as a rejected copy located at docket number 436. In connection with the first omnis objection, attest as a Ghibit A, would they propose order to gaining the objection? And attached as a B, with the Declaration of William Murphy from M3 Advisory Partners, LP, the debtor's financial advisor. In his declaration, Mr. Murphy outlines the process and review the debtor's inducted to reach that conclusion. Mr. Murphy is in the courtroom and is available to answer any questions. At this time, I would move Mr. Murphy's declaration and evidence.

Does anyone object to the admission of Murphy Declaration and Evidence? I hear no one. I see no one on soon. You've finally broken loose from work. Three friends, one tea time, and then the text. Honey, there's water in the basement. Not exactly how you pictured your Saturday. That's when you call us, Cincinnati Insurance. We always answer the call because real protection means showing up, even when things are in the rough.

Cincinnati Insurance, let us make your bad day better. Find an agent at CINFIN.com. Because I have substantial issue with the first on the misclaim objection. First of all, I won't. I want you to be aware that we have local rules that govern claim objections. And first of all, local rule 371E 3D requires that the exhibits to claim objections be alphabetical, last name of claim, or the name of the entity. This exhibit is not an alphabetical order.

Local rule 371 provides that an objection which is based on substantive ground, ground not contain more than a hundred claims exhibit one has 482 claims exhibit two has ninety three claims and exhibit three has 86 claims that's six hundred and sixty one claim objection the claim binder that was provided to the court is redacted we can't even read claim names to corris them to the people, the electronic claims have identification numbers. It's a PC number, a PC followed by a number, which is not the claim number of the proof claim.

So we can't even review these claims without being able to track the proof of claim numbers. Each claim, some of these don't have a proof claim number, they just have this PC claim. Others don't have a claimant name on them. So, importantly to me, what was served on claimants? Because I have no idea when I look at this claim objection, how I find myself in here if I'm a claimant. So taking each of those in turn, and again, apologies for our inadvertence and, frankly, not being diligent in our process.

taking into those in turn, with respect to exhibit one and the large number that you mentioned there, I think a large part of that is going out of the fact that with respect to a number of the claims that are really attached to the back of them, the judge will notice, many, many of those are filed by, you know, yes, different individual names, but they're all also located at the exact same address and filed on or about within several days of each other. And it's people will also notice, though the amounts asserted in those pieces of claims are just below the convenience class amount that is in the better's proposed plan of the amended plan. and those claimants, federates within that class, are entitled to a 70% to be some outright. So, yes, we recognize that, you know,

while we did not follow the local rule and justly through the letter, given sort of these large, what we suspect are not, you know, potentially valid claims and filed for maybe some other reason as well. in the rush of the judgment call, we decided to include them all right there on the vivid, just for completing it, so the court could really see the situation that we are trying to assess and get through.

With respect to the finders that were delivered, no. Well, I want to know, importantly, before I can go anywhere, because we're back to a due process issue here, I understand the importance of getting this case through. I appreciate all of that, okay? But what I want to know is what did these claimants get so I can determine whether or not they even had notice of a claim objection to object? Because some of these things, when I look at them,

I can't tell if I got it, I don't know what the claimant got, if they can find themselves in here. Did they get this entire document electronically, like what I received? A five, is, I don't know, electronically how many gigabytes this would be, but did they get a five-volume document? No, Your Honor.

Our understanding is that they received the first omnibus objection with the unredacted version with the exhibits attached to them, notifying them that there's an objection to their proof of claim. So did they just get their, did they get the objection with their proof of claim specifically, like customized? Or did they get this objection with everybody's and then they had to electronically go through it and find where their claim was? Certainly it's objection. So I just want to make sure I have this correctly because this to me is a gating issue.

Okay. So you sent the whole objection. Is that correct? And then a separate email? We sent with the objection proper. Without the exhibit. Without the exhibit. Or with just that, just with that exhibit, no claim of that.

With the exhibits. And then in the email, it was exactly where we were just there to define himself in those. Okay. So, so, so the objection was sent. Let's just walk through this. So you sent the objection. You sent Exhibit A, which is a proposed order. and then you sent the no liability claims chart

and then the other two exhibit charts. That's it. And then a separate email or the same email was sent saying here's what. So was it a link to it? How did they get to the exhibit itself? Like did it say Exhibit A chart page 5 or something like that? I mean, this is another reason our local rule also requires that you attach to back a claim objection,

a chart that indicates the claimant's where they can find the claim within the exhibit. The court has been through every one of these claims, but I'm very concerned about process here, and frankly, it's a pretty blatant rejection of a local rule. in the rest we definitely were not as careful or as well-in as a local part. With respect to the finders that were delivered to court, our understanding that we had provided the underrejected copy to our servicer in that regard.

Apparently in the line of communication, it's, you know, one copy that was not supposed to be in there ended up being the one that was printed off and delivered to report. Did you get any rejected? Did you get any rejected emails on the claim objection? And to that end, you know, we did receive responses from several of the claimants which we did object to. So our understanding is that, you know, to the process did work and that should affect

a certain of the decision, if you know this. Did you as Trustee want to be heard on this? Thank you, Your Honor. Justice Judy for the United States Trustee. Again, this, it comes back to also, the failures of the bar date notice. And that's the second, Mr. Carpard's declaration, that refers to parties that did not get the bar date notice.

Well, if they don't get bar date notice, they're not bound. Right. You're only as good as the notice you get. Yes, right. Again, I have to confess that, you know, that was something that I missed as well, the not compliant below the rule and the regular in their

relationship with respect to the bar day notice these folks are the people that did submit the proof of claim understood as the court noted there were a large number of them as well too so

so um so our in handy that you both did receive the bar de notice they submitted a brief of plans and that's the meaning with which to communicate with them as well as at the address or contact information that they provided in the message to the same phone.

Are there any of the claimants on the phone today to be heard with respect to this motion, this claim objection, excuse me. Yes, ma'am, I'm here. Yes, Your Honor. Can you identify yourself, sir? Yes, Your Honor. My name is Shyam Sundar, and I am on docket number 529, 530, and 531.

Okay, thank you, sir. Is there anyone else? Your Honor, it's Martin Beeler from Effington and Burling for ZAP Solutions, accreditor. And I want to say the debtor, we reached out about potential problems with service or late service of the objection, and they've been good enough to adjourn the hearing on our, claim.

Okay. To let you know, you know, in terms of the issues that have been discussed today, no one that my client received a particularized email, they looked into this. They received a printed, you know, a hard copy notice that appeared to identify a different individual claimant and not my client. So that's the extent of the notice that we're able to provide any info on here. Okay, thank you, Mr. Beale of a sample email that was said. Okay, Liz, why don't we take a break for a half hour, let you coordinate getting an email,

and we'll reconvene it quarter after noon? Okay, we will take a later lunch break, but I want to get the information on this very clear before we proceed further. Okay, so we're going to stand in recess. Thank you. Please be seated. Okay, let's proceed with the first claim objection, and I'll see where I am after I hear some of it. For the record, Jake, downback with an experiment long memory, consult for the debtors, in possession. So just to circle back on some of the issues that we left off with, we received

some of the customized emails from Strato, the claims of noticing agent. We forwarded some of those chambers. Did your honor have a chance to review those or see those? I can. Okay. And maybe when you put your witness on, he can actually go through this for the record. Yes. We have going to help up here. And he is ready and going to testify. So that would be helpful. I'm going to the podium to Macaulay 7. Okay, thank you. And just for the claimants who are on Zoom, you'll have your opportunity to speak

and as we move forward. I didn't want you to think when I called on you earlier, that was your only opportunity. Joseph Eddard was on behalf of debtors. Good afternoon. Good afternoon. Yes.

Mr. Carpett, as he sworn in, I don't know if you have to do it again, but he was warning. No. You were still under the right, sir. Yes, sir. Mr. Clark, but did Strato handle the service of the claims objection?

We did. How was the claims objection, sir? Each individual claimant was served by email. That email contained a link to the redacted document online, maintained on Strattel's docket, as well as the customized information relating, to their proof of claim was embedded within the body of the email itself. So each – and we emailed them at the email address that was listed on their proof of claim,

and then within that body that email indicated what claim number was being objected to. The email used to serve the claims of the same email as used by the claimant and filed the That is correct. That is correct. And in the body of the email, you said it contained a hyperlink? It contained a hyperlink to the document, the docket number that was the omnibus objection that was available online at Stretto's case website. And did the body of the email contained a claim number?

Yes, it did. And when you took on the link and you went online, there was a long list, there was a long list. There was a long list of claim numbers, and that would correspond to the number that was in the covering number? That's correct. Was there any description in the cover email of a claim amount? Yes, I believe that information was contained within the email. And in the body of the cover email, there was also a modified amount, wasn't it?

That's correct. So if there was an objection to a claim or a duck in the same amount, that was embedded in the body email? That is correct. Was there any reasons provided? in the body email so the modification of the pang amount from claimed amounts to the modified same amount? Yes, there was a short paragraph describing the basis for the objection.

So a claimant that received this objection in the body of email would have the reduced amount and the reasons that is correct. That is correct. For the service of the claim objection, the proper common of this claim objection, do you have this non-delivable no issue that we had talked about previously? I am not aware of any undeliverable emails with respect to the first omnibus of the objection. Does anyone wish to cross-examine the witness? Let me ask for those on Zoom, because claimants who are first saying can appear by Zoom.

Is there anyone on Zoom who wish to cross-examine the witness? Yes, Your Honor. Okay, sir, can you identify yourself? Yes, my name is Shyam Sun. I'm on docket 529, 530, and 31. Okay, did you have questions for the witness? I do have a question, a brief question, as to why the initial notices that I received

would go in spam when previously when I had corresponded with the debtors, none of them would go into spain. It's only the court notices that would go into my spam and nothing else. Is there an explanation for it? explanation for it. That's an individual email provider or recipient issue, right, as to why they would, you know, mark one email spam and a different email that's not spam. Thank you. Sir, is there anything else for the witness? That's all I had your honor. Okay, you will still get a

chance to speak, sir, but I just want, is there anyone else who wish to cross-examine the witness? I have a question for the witness. There was a comment made earlier about wrong information being sent to the wrong claimant, like the wrong claimant being referenced in an email. What type of procedure did you have in place for ensuring that the correct claimant was identified with an email? Are you familiar with that situation? I'm not familiar. I've had, we were attempting to look into it based upon the comment earlier.

And I didn't have enough time to investigate it. Generally speaking, right, like our emails are, you know, effectively like a mail merge, right? And so you have, you know, a full omnibus objection list where it has email address tied to all of the data. and then that information is merged into a custom email that is sent to the individual claimant. So if I could stop you there, so the email that sample that I was provided with, what you're telling me is the individualized claimant information is an automated process? It's manual in that it is the file. is prepared manually by, you know, straddle or the debtors or financial advisors, right? And then

when that, you know, essentially is a mail merge, similar to Microsoft Word or, you know, Excel to Word, but it's all merged within the email itself. So, you know, I'm not aware of any issues with respect to, you know, the merge of that data. And the data that was set forth in the email. Am I correct that it is essentially the extracted Exhibit

the extracted Exhibit 1 information with respect to that particular appointment? That is correct Your Honor. Okay. I just saw somebody appear on my screen. Are you, I think you might answer this, but I just want to make sure, are you aware of anyone

other than the reference made at this morning's hearing about notice or a mix-up? with the claimant I am not aware of any mix-up I have no further questions I do actually I'm sorry I have one more question so if the claimant files for claims in this case did they get four separate emails they did okay thank you I don't is anyone else wish to cross the witness your excuse sir thank you yes Jake Dunback with McMurman-Lowen-Emmery Council for the debtors.

Just want to touch on the mix-up issue briefly before continuing. With respect to ZAPS solutions, that information was sent to the ZAPS solutions that are understanding is one of the integrators. And for whatever reason, the information that was on file with respect to them was for an individual customer name, not underneath the ZAPS solutions name. When this issue came to light, Mr. Deer was, you know, emailed us, we agreed, reports, or adjourned, and accommodated it, accommodated that request. And as Mr. Carpac testified, we're not aware of any other mix-up of that nature with respect to the service here. Okay. Thank you.

And, you know, while we're sort of touching on some of those responses, I believe, I believe, pronounced Mr. Sindhar. those responses fall into the unresolved responses to the first on the subjection we received if the honor would like sort of some background on that situation and our proposed solution here that would be great thank you so we have a number of unresolved objections you know really two buckets here the first are with respect to CONC LLC is more commonly known as my constant my constant for based pre-petition customer of Prime Trust that utilized Prime Trust banking and trust city services. On November 17th, 20.22, Mike Thompson ceased operating.

And subsequently, about five months later, they posted a notice on their website saying that essentially, Prime Trust has your money go talk to Prime Trust about it. We've only really found out this information very, very recently. So several of the responses to the first omnibus objection we received concern confidential claim at number four for Cooper claim 280. Confidential claim at number five for Cooper claim 876. Confidential claim at number six for Cooper claim 610. Mr. Sindar with proof of claim 239. Lathia Narayananan.

Group of claim 240, James Hoffman, who followed the response at Dr. Number 570 as with respect to proof of claim 283. And James Crawford, followed the response at docket number 572 concerning proofs of claim 247 and 248. And one more, apologies. Mr. Scott Mason,

who followed the response at docket number 570, and that is a prospective Cooper Plain 1385. Since fine the objection and receiving those responses from the My Constant claiming, the debtors received additional information that requires further investigation. Specifically, the reason the objective is because based on the debtor's books and records

is just reflected in account with My Constant as well as individual lines. individual lines that just had under the ledger my constant, we had those accounts at zero dollars. So the debtor's understanding was that they were not liable and that there really wasn't a contract with the of those individuals. Based on the information and documentation submitted with respect to each of the my constant claimants that appears that that may not be the case and again we really only found about it as the deadline approach to respond to our claim objections. So for that reason, we

propose that we would draw those objections without prejudice with respect to my constant claim, just because we really need to develop a deeper understanding of the relationship between crime trust and my constant, as well as sort of what to further investigation into those facts will ultimately entail. discussed that approach with the claimants? We did reach out to them. Several, a couple of them did agree to, well initially we proposed to adjourn and several of them were agreeable to that, several were not. And based on the information that we have and there would be more of an investigation

of we determined that it was in the best interest to withdraw without prejudice at this point. Okay, well let me ask you, as I reviewed these examples, there are a couple other my constant claimants identified what are you going to do with those are they also going to be put them in the same bucket yeah we'll put them in the same bucket does anybody and can you tell me those if you go off the agenda if you can tell me which ones we're talking about again I just want to make sure I got them all That is under item number 13, lowercase F, lower case B,

Lover case G, low case K, lower page M, is O, lower case C, lower case C, lower case Q. And of those individuals, our understanding is that only four of them voted to the plan, the others abstain, and that is why we saw the supplemental voting declaration this morning to reflect the wide tabulation. accounting for those objections, accounting to their both being included. Okay, does anyone wish to be heard with respect to the debtor's proposal to withdraw its objection with respect to the mon, my constant claimants, both the ones identified here today and others set forth on the objection? Your Honor, I would wish to be heard. My name is Shiamson. And so my response here is that the debtors contacted me yesterday through their counsel,

and they said they wanted me to postpone the hearing to January the 17th, and I was not pliable to that because of the simple fact that they gave me hardly any notice. It was just one date before, and I had tried to talk to them several times in the past. the issues had been ongoing for over one year right now with the debtors. And the CEO of the XCE Prime Trust, Mr. Scott Purcell, had signed an agreement, a forged agreement, like I had noted in my response, and we were not aware of it, and my constant was not aware of it either. the reason for my objective is because they said that they have no record of me being on the ledger

when in fact they had sent me statements with my name, the Prime Trust logo, and my Constance account number, and with the transactions when I had filed a complaint to the Nevada financial institutions division against Prime Trust. So I'm not able to accept their claim that they don't have my name on the ledger at all. Bear with us a second, sir. Our understanding is that letter is with my constant. You do not have access to that ledger. And again, this, as being one of the integrator customers, you know,

our information on our end just sort of reflected very vanilla, just my constant line item for who exactly, you know, who can count for. And again, this information coming out in response to the documents, that they filed is the reason that we're seeking to withdraw just because the agreement, you know, we were not aware of them, he indicated, Mr. Cinder indicated that there might be some issues with them. Again, these are all things that we need to vet far more fully before we can begin with that case. Sir, given what the debtor has represented today, and I understand that you were just contacted yesterday,

Do you have any objection? The debtors want to withdraw their objection without prejudice to bring it later so they can further investigate based on the information you provided. I would be okay with that again. Okay, sir. So your, the objection that's currently pending to your claim is going to be withdrawn without prejudice, meaning it could be refiled again in the future. But I would think in the meantime that there will be communication between you and the company or the debtors' counsel.

Thank you, Your Honor. Okay. Thank you, sir, for participating. Is there anyone else who wishes to be heard with respect to the first omnibus claim objection? Okay. I have a couple of claims questions. put a final point on the my constant issue. Yes. Anything that happened with prior management, I think that we all know, throughout the court of these cases,

the prior management, active investigation, we're trying to preserve everybody's rights to, you know, will be investigated and, you know, conclusions brought forward. So it's just to deserve that at this juncture. And have you take up your honor questions now.

So to the extent that parties attach, and I think this is pretty much the my constant claimants, to the extent that they, have attached agreements that being in response to your the debtor's objections and you're gonna go back and revisit those claims okay claim number 339 which is environmental corporation of America and I need this claim it attaches an invoice to prime core technologies so I'm curious Well, I need more information to rebut books and records objection when the claimant's attached information.

So I'm not sure how this could be part of your first dominovus. You said that with the Secretary of America? Yeah, Environmental Corporation of America. Do you have a copy? I'm happy to show you in the binder. No, I have a thank you. Without sound and snarky, this is why we try not to put 600 of them in one. objection because it's really hard to manage claim claim number four

which is at tab 103 which is at tab 103 this this is a creditor's name is my constant but it looks like it's actually Michael Fleming does this fall within the my constant claim objections that are being adjourned okay there are certain claims that I indicated the debtors I mean the claimants have attached prime trust agreements and I don't know if you've had an opportunity to review those but are they my constant claimants You would have to go back in and would be closer.

We actually have revised activities here that we were going to propose submitting with a required order essentially taking off a number of the my constant individual. To be sent helpful, I can hand that up to the board. Yes, would you please thank you? May I approach? Yes, of course.

Thank you. Do you have extra copy of this? copy of this excuse me is there anyone else who wishes don't be heard with respect to the first omnibus objection to claims okay I would want to review this but subject to my review I'm gonna enter it but I do want a caution and I think you guys probably already know this but it is very important to me that the practitioners comply with the rules and particularly claim objections because it's to protect the claimants as well and it's also a huge burden on the court and

this chambers reviews claim objections so I'm gonna give your your get-out-a- jail card for you on this one but in the future please comply with the local rules when dealing with claim objections and if there is a reason you're not going to or can't please file motion asking for a way the local rule rather than saying we think these comply but to the extent they don't we ask for a waiver please do it in advance so in the future you know please address the things we talked about limitation of the rules alphabetical order make sure the court when it comes the binders gets the unredacted copy

so with that again in pages of a good one regarding the individual role or to kind of be more who submitted claims at this address in waldoork maryland um this is something that was really concerned to what can you kind of forget actually that would have been very beneficial had that been included in the in the text of the objection um because you kind of go blurry-eyed once you start looking at 600 claims and so the focus you know frankly from our perspective we don't look at claim and address you know we look at the the merit of the claim and the claim numbers and that type of thing so that would have been helpful but I appreciate your concern okay so I'll look at that when we break but let's

see if we can get through the next time of its claim objection I'd like to say that we are finished with came objection but we have one more in second on the claim objection number 14 on the second amended agenda uh... field version is located at docket number four three seven uh... the redacted version is located at docket number four three eight similar with the first objection uh... attach for exhibit a which is a proposed order along with these supporting inhibits

attached exhibit b with the declaration of William murphy with mary advisory partners all p in support Mr. Murphy is present in the courtroom and is available to answer any questions that any party may have. At this point, I move Mr. Murphy's declaration and battle. Does anyone object to the admission of Murphy declaration into evidence? Okay, I hear no one. So the relief that we requested there is with respect to, again, three categories of claims. The first category of so-called complicate of claims,

Plains served against the debtor, against any of the debtors, the liability that are already covered by a corresponding claim. As set forth on Exhibit 1, there has been maintained that for this reason, the descriptive claims can be disallowed, and only the specific surviving claim column that information should survive. With respect to the second category, the so-called superseded claims, these are comprised of claims that have been amended, superseded, by subsequently filed superfeited.

filed group of claim. As set forth on you give it to, the written filed claim should be disallowed and they're replaced with the amount set forth with respect to the surviving claim in the amount of column. And last is misclassified equity interest. This concerns the group number 1277. It does determine that the claim represented by this group of claim is actually not a claim. is an equity interest, we just seek to reclassify that appropriately. For these reasons, as more fully set forth in the second omnibus objection and the Merce Declaration, we request that the court to claim the second omnibus objection and enter an order to answer the form.

Does anyone wish to be heard with respect to the second omnibus objection to claims? Okay, I hear no one in the courtroom and no one on Zoom. I have reviewed the objection in the Murphy Declaration. I'm prepared to sustain the objection as to exhibit one, the duplicative claims, and Exhibit 3, the misclassified claims, and Exhibit 2, the Supreciseeated Claims. But let me just caution again that Exhibit 2 was very difficult to review, given the presentation of the exhibit. So I think we've said enough on that, and we'll move forward.

Understead, Your Honor. So depending how the court wants to see the next item on the agenda that I'm supposed to take up is the debtor's motion for post-petic financing. It is on an uncontested basis, so unless the court thinks that there are a number of questions or clarifications, perhaps we can move relatively efficiently, but I approve to you overall. Okay. Go ahead. As I said, depending on number 16 on the second amended agenda, the debtor's motion for post-petition financing. The DIP motion is located at document number 523. The police report, as I said, that we are here on a full-contentful basis to seek approval of the DIP facility.

On a final basis, pursuant to the terms of the proposed final debt order located at document number 585. What's the saying is Mr. Fudia in the U.S. trustees office and committee counsel for working with us through this process. We were able to resolve all the comments and questions that they had with respect to the dip order in the dip facility. So we're here on a final basis on contestant. Before beginning, the form of presentation, we have two witnesses in the courtroom. The first is Mr. Robert Winning from M3 Advisory Partners, LP, the debtor's financial advisor. declaration is attached to the dip motion as exhibit B, docket number 523 that 2. It addresses, among other things, the necessity of the proposed dip facility, the reasonableness of the terms, and the reasonableness of the release proposed they're under.

Mr. Winning is present in the court and available to answer any questions of court or any parties may have. Second witness is Mr. Michael Ash from CaliG Digital Partners LLC, LLC, the debtor's investor's motion at the exhibit C, document document number 523-3, and it addresses the robust marketing process that are undertook and able to secure the dip facility. Again, Mr. Ash is present in the courtroom and he's able to answer any questions at the quarter and party may have. At this time, I move to offer both declarations and evidence. Does anyone object the admission into evidence of the winning declaration at docket number 523-3 or the Ash Declaration at docket number 523-hyphen-3?

I hear no one that declarations are admitted. The original dip was filed, dip motions filed at the docket number 523, and as existed, it included the proposed final dip order, which is subsequently amended at docket number 585. The executed DIP term chief, which is attached to the proposed DIP order as a give it one. The dip budget is attached to a dip order as a give it to, Mr. Winning Declaration, and Mr. Ash's separation. As indicated, in those decorations and in the motion itself, we have obtained a commitment to fund a proposed $10 million debtor in possession financing credit facility that lays the foundation to ensure the wind down debtor is appropriately capitalized following the effective date. We believe the evidence supports the better decision to pursue the dip financing and to enter into it was made in the debtors' exercise of their founded and that the debtors could not obtain the proposed financing on equal or better terms from another source.

And I think it's important to note that as a question Mr. Ashton's declaration and Mr. winnings, this is not only the best source of course of course of course of course. really the only viable one that the debtors were able to secure. And that's important because Filaris, as my colleague yesterday, I said earlier, is one of the debtors's largest creditors and is taking a significant credit risk in connection with it. And the reason is because I think, you know, when we were speaking an additional source of the financing, both were very reluctant to support any proposals

because of the flexible nature of the debtor's assets. They were reluctant to move forward because it was unclear what sort of collateral package that would actually be. And again, the only party that was willing to step off and give us this lifeline was to walk. I think the court had heard enough about the debtors limited liquidity, entering these cases,

and, you know, we thought we'd be out of fear with a much better result. But unfortunately, because of unexpressing delays in the process, as well as other issues that popped up, but that was a pretty, the clarity situation quickly became even more stressed in employer's entered. So I think it's important to also know that although

the data of the situation is very dire, and far as an only option, the Dibliner was going to provide financing on pretty favorable terms to the estate. And there are some that I want to highlight you into the point. The first is that, advocate facility is in for a period of time.

A dip lender has agreed to provide a gift on an interest basis, even a security date, along as the debtors are not in continuing default. The dip lender has also agreed to take junior liens with respect to certain permitted means that arise under applicable non-bankruptcy law, as well as with respect to certain collateral by the debtor security providers,

and certain security interests that may be held by Mell Harris Bank as the debtor's banking institution under the banking fee arrangement. The dip lender has also agreed to exclude the debtor's trust charter account from the dip collateral. That account is $1 million collateral that the debtors were required to pledge to as part of receiving their Nevada trust charger. By agreeing to to sue that collateral from the account, the debtors were able to ensure compliance with their requirements under applicable Nevada state law and maintain their trust charter as well. There are no fees associated with the DIP facility.

So there's no commitment fees, no exit fees, no sort of ticking fees, or anything like that typically associated with the DIP commitment. Finally, the DIP also contains was called the Plan Roll of Elections. So instead of requiring payment and full of all outstanding DIP obligations at the maturity date, the DIP lender had to do to an alternative. have to do with an alternative treatment. Specifically, in the event the debtors are unable to satisfy the dip obligations on the before the maturity date,

the dip lender has agreed to roll those obligations and provide the exit facility and receive first priority security interest on the wind-down debtor assets. In doing so, the dip lender is providing the debtors with the flexibility to ensure that the wind-down budget is appropriately funded. And to the interest, the wind-down budget is appropriately funded.

And to the interest, the debtor is appropriate, point earlier again that roll over includes a 12-month interest holiday and even after interest against the accrue on the dip loan that interest rate of 5 7.5% is quite reasonable especially one for the stress financing period and two in this interest rate environment that we're in now. Now I think something that we want to highlight here that is really important we want to be fully to campaign is the diploiner's commitment revised a gift facility did come with a condition that is relatively common in post-deficient financing. It came with a release. So while not typically

soon controversial, as we detailed in the Git motion and the winning declaration, whilst was a customer that is due petition. And in the 90 days that was being a petition date, Florida was through approximately $30.9 million from its account at a contract. while depositing approximately $150,000. And again, those three withdraws occur in the nine days between the petition date. And as I noted, a condition of the dip was released with those funds. The debtor's release is appropriate based on the facts and circumstances here. Man because of the fax in chapter 11 cases,

the benefit returns that the dip lender is willing to provide credit on, a significant credit risk that the dip lender is taking in connection with these cases, combined with expensive, potentially time-consuming litigation that would result, as well as potential viable defenses that Pilaras has asserted, it has, and well-defined aggressively. Can I stop you there second? Sure. Sure. A couple questions.

One, what is Pilaris priming? So, it's a great question. Under the debtor's understanding is because you do not have your typical all-assette, pre-petition, secured credit facility, there's really are no ballot precarrication. and mean encumbering the debtors assets. As I pointed out by your investigation and you know, due doing this process as well. However, Fowar was not willing to lend other than

on a crime basis. So to the extent that there are needs out there, that, you know, they are crime to that extent. Again, our understanding we don't believe that there are any. Again, that is why there's certain language with respect to 552 waivers. again, to the extent applicable, those apply.

But overall, we're not willing to lend other than on a time basis, and to respect to things that have already been pledged their collateral, like the surety collateral, and any property or assets held by female hair tank that may be subject to their security interest, they're going to be taking and agreed to take a junior lien on that. Right, and those parties received notice? Yes.

Okay. So it appears in this transaction that Polaris is settling its ownership issue. Is that without prejudice to other parties' arguments related to ownership? In that, so the Florida situation solely confined to Polaris itself? Yes. Okay, does it have any collateral impact? No, no. The fact here are solely confined to the motion before the court.

and this proposed facility. Now I'm more than heavy to... Talk to me about the milestones. Yep. So as a important note, the debtor's all required to me. One of it has already heard,

and hopefully one of which we are kind of the debt is fine. But the first is by December 8, the debtor shall file an amended plan supplement to the amended plan that provides for certain information and documentation that's informing substance to agreeable to the acceptable to the dip lender we have met that milestone in

connection with our various plan supplements that we have filed with respect to the plan administrator agreement again the plan administrator identity of the PCC litigation trustee and oversight committee there second we by December 19th the confirmation hearing they all have commend so hopefully once I turn the voting back over so miscandestandum. We will get there to the extent you have not already. And last is by December 27th the court itself entering order confirming the amended plan. So here's my question. What if the court doesn't amend the plan, what happens with, I mean, if the court doesn't confirm the plan, what happens with this dip? Is it, is the plan confirmation

consistent condition precedent to approval the dip? is not going to that hypothetical there is potentially a world where the court does not confirm the plan but will be obligated upon under the conditions preceding to just get to facility does anyone wish to be heard with respect to the dip Trustee committee anyone? I would have to say in this. We would be involved in the second sense and I'm happy to have been in question without the committee to the district. No, thank you, Mr. Stock.

Anyone else wish to be heard? Okay, so Your Honor, if I may, and again, Jake come back to the general and I'm running to the debtors. There are two points I want to make out the respective collateral and the property of the state. The first of this respect to that collateral, given that this came about late in the game after the Swan Agreement, the Swan License Agreement that the Court already approved was pretty much case, and we were just waiting for report approval there. Township of the Swan reached out and requested that we make a statement on the record just to the effect that its own interest in the license agreement in certain terms they're under,

are protected and that the dip lender is not seeking to interfere with those rights. So we were able to negotiate a statement on the record that will lead in now. Okay. The dip lender confirms that it was used in underdacted copies of the licensing agreement between the debtors and electric solitas ink doing business as swan bitcoin and confirms that it will not exercise rights with respect to collateral in a manner that will interfere with Swan's right under the license agreement or Swan's exercise of its right under section 5.4 of the license agreement. The dip lender is in the room so I don't want to speak for them but they did confirm

that they agree with this statement as well as well as the Compton of Swan this year as well to the consent for that confirmation to men. Does the dip lender consent of that? Good afternoon. Good afternoon. I was going to check to see what kind of once. Good afternoon. Okay, thank you.

For the record, Big Dumbeck. And then last point is that, you know, just really want to put a fine point in the court question earlier. This is not resolved property to state with you. It's entirely new funding. This is solely confined to these stats and this situation right here. Okay. Thank you.

Does anyone else wish to be heard? Okay, based on the facts is presented in the uncontroverted winning declaration, at Docket 5233 and the uncontroverted Ash Declaration at docket 5233. The debtors have demonstrated they don't have sufficient available sources of working capital and financing. The dip financing bridges the case to an exit, provides funding to preserve information, monetize assets, and preserve litigation pursuant to potential plan. The proposed financing is the only available.

financing and the terms of the dip facility are most favorable terms that are cons secure and are fair and reasonable the terms of the dip facility were negotiated in good faith and no objections have been filed to the motion and informal comments have been resolved importantly the creditors committee supports the relief here so I'll enter the proposed order subject to a couple of questions on the form of order. Do your honor have a copy? I do.

Well, I'm working off of Ducke at 585. Yes. Are you working off the red line? I'm working off the red line. And some of this just may be the speed of reading things, and you all are a lot more familiar with these documents. But this order refers consistently to the term dip loan documents. and I never saw that as a defined term. I think the documents here were just referred to as a term sheet, but I don't know what dip loan documents are and I might have just missed it.

It's a proper that's defining the term sheet and it's really just the term sheet to dip order and it's in budget. Okay, all right. All right. Thank you. Paragraph one, now that I know what the dip alone documents are, okay, that's fine, now that I understand exactly what we're talking about. Paragraph 5, this was just, I'm assuming this is negotiated between the parties, but in paragraph 5, in paragraph 5, customary, redactions is customary for this court. I don't even know what that means. Are we just saying reasonable redactions? I mean, as long as the parties understand what that means.

Yes, Your Honor. I'm going to dip in the reference. Okay. On paragraph 8, we're talking about dip collateral, and the reference is made to all accounts in line 5. And how does this interplay with customer accounts? So, good question, and hopefully you have been able to sort of really address that. In 10?

Yes. We're happy to add even more additional clarifying language there that this is not the effect to any of those property of state issues that are still undetermined. Yeah. Because I think what, so I assumed that that was the purpose of 10 to address that issue, But then Ted called me Pauls because I don't know how, I don't really know what it means the debtors have no obligation to characterize or seek adjudication. When, if the plan is confirmed, 2.5 sets forth a mechanism and maybe I'm misreading these provisions or trying to merge provisions that shouldn't even be merged. Right. So I think it is a slightly

to see if you're suffering in a way. The new language from 10 came in to comment from the committee. And I really think that the intent there is to avoid a situation where the dip lender is in that universe that exists for a period of time before the plant over occurs. Right.

Where the dip lender is potentially trying to say it, know like this type of collateral this account look funky you should watch an objection or file some type of motion to adjudicate that issue to increase the collateral package I think that language well maybe not as dares it to the thing is really the intent of that yes thank you I just want to add one thing and I might have misheard mr. John Beck earlier if we do the rollover our lean is actually though So the universe where we're in the plan account treatment protocol, we will have seated our liens and we're just simply a senior creditor under the plan. In our view, there's hopefully a very short period of time where we actually are a secure creditor

as opposed to a priority. If your concern is whether there's a conflict with the plan's provision for account treatment, we won't have collateral interest once the plan is funded. In actual, I found out there. Thank you for the committee. May I have you heard very briefly. Yes, of course. The language that's being discussed, I believe, is taken directly from the term sheet.

The debtors saw no obligation to frame in paragraph 10. And I believe it's being addressed unanimously here. It's sort of the debtor is already heard to talk to the debtor. The debtor is really the plan administrator is not pushing to give a decision as to what's paragraph. Okay. Thank you. excuse me and had a question about

paragraph 21 and maybe this is what you were addressing because I understood if the debtor couldn't satisfy the dip obligations on the maturity date then the dip lender had agreed to the role plan rollover

treatment yes and you thought we did that where I believe in paragraph 13 where we added in response to the committee in accordance with the treatment of this plan as provided in the plan you can add clarifying vendors there to sort of reflect that plan all over concept as well to address that Yeah, because it looks inconsistent to me. Yeah. We'll like that find out there.

And I'm assuming that the Polaris parties are defined in the term sheet. I didn't go back and double-check. They are on it and... I'm getting nods. Okay, so if you, with... Oh, I did have one other, and this is an easy question, but I'm just curious. So, paragraph three talks about barring an original principal amount, not to accept. 10 million is it anticipated there'll be additional barring there after

no it's $10 million okay okay terrific all right so if you'll get that black line and uploaded we'll get it in oh and just confirmed to in in the Gitmosin and in I believe Roman at one there's additional kind of clarification there $10 million in traditional amounts. We've spent a fees of taking time. So any sort of uptick in the principal amount is going to be as a result of picking those reasonable earnings fees from the fifth under.

Okay. All right. Thank you. Okay. Let's take a break until 2.30 and then we'll come back. Let me ask, with respect to confirmation, are there any witness time constraints? I mean I'm sure everybody wants out and I and I let me just say to the parties that I very much appreciate the process of making sure that we adhere to we

do process and procedures and so to the extent that I have questions I very much appreciate you taking the time to look into things and respond even if it requires a little bit of delay in the hearing I can tell you all have plenty to do I appreciate that so do we have witness constraints okay so we'll start back up at 2.30 okay terrific thank you please be seated we're back on the record in prime court technologies case number 2311161 I'm sorry to interrupt you if If you are on Zoom, please mute your line. Thank you.

Thank you. Earlier in the claimers, there seems to be a claim of action and apply their votes or voting a vote. We ran into an issue, and it was the reason why the objective that to put their claims. There seems to be an error in how the ballot is submitted. There's a disconnect between the ballot and the supporting documentation. Our understanding that the, instead of even units,

I mean a dollar amount, the value of Bitcoin and the East, the claimant is put in a unit, put it in a unit, which inflated those funds to a very high degree. The Bitcoin thing was, it's today a $700 million dollars, and the East claim is,

$33 million, which, and there's her both against the plan, so it's a clear gaming issue. May I approach with you? Yes. There was a gating thing I wanted to address before we started as well today. Understanding the claimant is on the meeting today and is willing to clarify what her intention was when she submitted the claim would be the system for the voting for the case. Okay.

Okay, bear with me a second. I'm just looking at the detailed statement that's been provided. Okay, is the claimant online? Oh, yes, I am. Could you identify yourself, please? Do you have a camera? Can you be shown on Zoom? Yeah, it can.

One second. Hello. Hi, good afternoon. Thank you for fearing today. Oh, yes, thank you so much. Yes, my last name is Jane, C-H-I-N-G, and my first name. is Y-I-D-O-U, the dollar, income first.

15,000, 352. That was the unit to include that it's the dollar value, not the unit to hold. Yes, that is correct, the dollar value. Adjusting your vote to respect that. No objection, thank you. Oh, so, so, ma'am, just to confirm that your vote is in U.S. dollars of 16,700.

$57 and $756? Yes, for Bitcoin. That is correct. Okay. And there's a separate claim for Ethereum, which is, I think, 15,000, $352. And $14.14 in U.S. dollars? Okay. And that's how you wish to vote your claim in those dollar amounts?

ma'am i'm sorry i couldn't hear you oh yes and you are voting in favor of the plan is that correct i don't believe by some of the rejection so yes i don't oh i'm sorry it was a vote to reject the plan i'm sorry is that accurate yes yes okay i do not does anyone else let me ask um ma'am if the debtors were asked to file with the court a stipulation that just indicated that your vote was in U.S. dollars that we just stated on the record. Would you sign that stipulation for purposes of the record? Sorry, could you repeat that? Yes, if the court asked the debtors to file a stipulation indicating what your claim is in dollar

amount that it was supposed to be in dollars would you sign that stipulation well yes okay thank you ma'am thank you very much ma'am thank you oh thank you very much okay yes before we even started today I wanted to rule in the creditor matrix because I think this is a gating issue after this afternoon The evidence here today and previously before the court established that the debtors communicate with their customers via email agreements or via email, an agreement stated that future communications could be by email and no paper documents would be sent to customers. As a result, this court previously permitted email service.

The debtors established they made commercially reasonable efforts just to the debtors established they serve consistent with its business practices and the agreements between the parties, but some email has been returned, just like in some cases regular mail is returned. The evidence showed that after receiving undeliverable email and analyzing the email service and assessing service issues, the debtors determined to service via mail, those parties they identified as creditors in their statements and schedules. The debtors determined, based on their analysis not to serve the remaining customers by mail, some of whom they do not have email addresses.

The court thinks these efforts were commercially reasonable in light of the Matrix order and this industry. Due process requires notice reasonably calculated under the circumstances. I am considering the debtor's motion as a supplemental motion under 105, 30, Bankruptcy Rule 3018 and Bankruptcy Rule 2002 and not a motion to amend. I am not willing to vacate a prior order under these circumstances, particularly when mail service was made in part. Under the specific facts of this case and the evidence presented to the court, I will

enter a supplemental order waiving the requirement that the debtors served by mail, those parties, the debtors established through uncontroverted, testimony, were not creditors, or for whom the debtors do not have a mail address. This ruling is without prejudice to the parties who may later challenge notice. All their arguments are reserved. That said, the relief you receive is only as good as the notice you provide, so that to the extent a party does not receive notice, it will not be found. So I'd like to ask the trustee and the debtor to confer and submit a formal order.

And with that, we can proceed forward with confirmation. From number 17 on the agenda, we have to report to approve their disclosure statement on a final basis. I can firmly that our Chapter 11 plan. I'm pleased to report after the call to we just had with the claimant that we had a nearly consensual plan before your report with over-earning support from our creditors, as well as support of the committee and the different lender. At the top of the hearing, I introduced Mr. White, Mr. Murphy, and Mr. Cuffman. Mr. Cove Mr. White's declaration in support of the plan that was filed on December 12 and heard that document number 558. We have some changes to that, which we'll go through in a little bit, but with all additional concerns, I'm happy to hand up to like anything else. Okay, that would be great.

Thank you. Mr. Wife's declaration speaks to the terms of the higher extent of fun like could make negotiations and represent the sound exercise. It also speaks to the justification for the release at the location for regular reason in the government, including the support statement as well as all of the ways that the grant

side, the typical element of section 11.22, 11.23 and then Mr. Murphy's declaration was filed on December 12 considered that doctor number 559. And his declaration focuses on the revised analysis, affecting her test, and two feasibility at the time. Now seeing Mr. Parkhead's declaration,

they were now three. The first one I heard at 582, it was supplemented this morning at the number of 15, and it was just supplemented to address every solicitation ballot, the salary means, And what's in order to vote?

And what's in Alberta? 624. At this time I would ask, the court entry-execlure to the evidence as noted each of these appearances in a courtroom and available for confidence. Okay, does anyone object to the White's declaration in support of confirmation at docket number 558?

The Murphy Declaration regarding best interest test at docket 559 or the Carpet voting declaration at docket number 624. Okay, I hear no one. Does anybody wish to cross-examine any of the witnesses regarding the content of their declarations? I hear no one. You may proceed.

I'd also note the data filed of recent support of compensation and approval of the disorder statement on the final basis and that appears at docket number 557. If it's susceptible to the court, I will commence my presentation on the... Yes. Your Honor, a approved disclosure statement on a conditional basis on October 5th,

a little less than two months and 50s that we entered off the fall. At the conditional approval hearing, several parties objected or great concerns the prospective disclosures in the disclosure statement that was being solicited. And specifically, those disclosures were being to better respond on the investigation and the what would harm the account premium issues, the property issue. To address be concerned, the debtor is committed to supplementing

their disclosure payment prior to this deadline and specifically one week prior, and on November 1 May, they filed his supplement. The supplement included the following additional information. Uxies the respect to the determination to the debtor sale process

and its pursuit of a distribution transaction under that model and then. description of these updates and filings including the plaintiff's objections and debtors the debtors motion seeking authority to enter into the Civil and license agreement and the difficulty and they had updates with respect to the debt investigations and the status of looking against the state issues including the settlement of CPC labs and also the debtors filing of the board current motion for file the vendors who included user card name breakdown of exactly two of the instead of employees and officers from the

former or clean-moved employee to what extent of the plan. So we created two charts that we filed that part of that. The first chart showed the treatment under the version of the plan. The second version included the updates of the plans and introduced the concept of what we including employees. And in addition, we filed the revised evaluation analysis on December 1st. Because all of the parties to raise objections at the conditional approval hearing,

those objections are 34 to get hearings. We reached out to the parties to see whether the updates the supplement that we provided resolved their concern or anything that we did in the center. So it's my understanding that all of these, and all of these were reserved, resolved but for a joiner or appointment to the disclosure to the student objection at T T Tee lab style

we contacted Mr. Newman but he was unlawed to withdraw or so I will ask Mr. Newman. Is Mr. Newman? I am your honor I am right here your honor okay would you like to proceed with your objection Oh, yes, Your Honor. I don't plan on doing much.

I'm on video. I'm not in the presence of the court. So I wanted to make sure that the issues, which are before the court, my client is CoinBits. CoinBits is one of the earliest on-ramp. I think it's the earliest on-ramp for Bitcoin investing on-BTC. My client's users, there's about 4,500 of them. And so those customers each have agreements with the debtor.

Actually, my client also has an account with the debtor as well as other agreements. The concerns that I've had, really I'm looking forward to confirmation today. The current concerns that I have is that the ongoing investigation, We still don't know, is it ongoing, has it concluded? We know that there are deals being cut like with Tiki Labs. And I know there was an analysis done probably with regards to foreign currency.

My clients, all they have are Bitcoin. And Bitcoin today, I mean, it's about $44,000 a coin. So we're the substantially, my users are the holders of substantially, the largest portion of Bitcoin, but I don't know because we've never seen the analysis done. I'm just hoping that the debtor is prepared right out the gate to deal with BTC issues, because I know that the most important thing in this case actually is not what the debtor's doing, but the debtor has a piece of software. It's called fireblocks. And fire blocks, and I'm not a paid advertisement for fireblocks, but it's a key grid.

a key technology that's key to make sure that individual ownership can match up to specific digital assets. And it's an important, very expensive agreement. I think it was just added to the list of agreements that's going to be assumed it's a seven-figure cure amount. And so the longer this case goes, especially holding Bitcoin, where there's really no basis to continue to hold that Bitcoin. And if the client, if the debtor has already done their analysis, it should be pretty clear that that Bitcoin should be, then back to the owners of it. That was the whole purpose of this process. I'm just hoping now that the procedures aren't going to go out artificially for 120 days. I think BTC being the most valuable digital asset. In fact, it's a, the recognized

currency of El Salvador, that this specific currency that's so valuable needs to be dealt with right away, right at the gate. It's too much risk for the estate to hold. It's too expensive for them to continue to hold under fireblocks, which is critical to the success of this case. and the sooner they get these assets to holders, the better. And this is not talking about Fiat, it's talking about BTC. I've had communications with the parties here. I just wanted to make sure that everybody knew, and it's very important, that even though we don't have full disclosure as to the analysis that was done,

it must have been done already. So I'm hoping the debtor is ready to go and get these digital assets out to owners, like what was what they wanted to do in Nevada, and that I think it's time to do it. The sooner they can do it, the better, Your Honor. Okay. So with that... Okay, yes.

Go ahead. I'm sorry, I interrupted you. Oh, no, just with that, I think that we're just getting the full disclosures now. The procedures were only to close just recently. I think there were just changes recently with regards to sharing of costs. And in light of all the moving pieces and parks,

I just wanted to hold out my objection and make sure and clear that there's a lot of incentive for this estate to deal with Bitcoin first, the most valuable digital asset here, where people have not been able to exercise their property rights for eight months now. So with that, Your Honor, I'm fine with having my objections resolved. I just, I think it was an important opportunity for me to express the concerns, I think, a lot of customers and our customer base. I appreciate you wanted an audience, and I think you've got it today. I think that everyone has heard you, Mr. Newman. So if I understand you correctly, your objection to the disclosure statement is resolved. Yes, Your Honor. I look forward to resolving the return of digital assets as promptly as we can with the,

in a post-confirmation world. Okay, terrific. Thank you very much, Mr. Newman. Thank you so much, Your Honor. Mr. Newman, I hope that satisfies your inquiry this afternoon. Thank you, Your Honor, and I do appreciate all the time that was spent by counsel in this case. Thank you. Have a great afternoon.

Okay, I will roll when I roll it once. And if you like a cough drop, help yourself. Welcome to the contagious courtroom. You're welcome. Anyone else? Please help yourself. So that brings us to our request that the court confirmed the plan filed at draft number 592-1 with the red line-endigued that's contagious and I'll walk through in a bit.

Your Honor, the plan includes 12 population between and individuals. Classes 1A and T and 2 were uninsured into the plan. You need to accept under 11.25F, they were not in critical. Classes 5 to 8 unpaired. And so we're not entitled to vote under 11.5. Classes 3A, 3B, C, and T and D.D, which are the general. on the entire of their entities. We're impaired under the plan and were able to vote.

There are no votes in class B. So under the plan, we see there is a vacant class and there wasn't counted in the tabulation of votes. Class four is a convenient class also entitled to vote except within the voting declaration together the class to vote in agents to distribute the provision packages, valid, confirmation notice supplemental confirmation hearing notice the voting practice and they also sent a notice of

non-voting status to the non-voting classes and they're applicated on file I got at number 424 459 552 552 5503 555 556 in the national edition of in the United Times it was published on October 11 and an affidavit of publication who would want to adopt it at number two days. I would ask now that we're moving to evidence and the abrogated the service and the

application is the record. Does anyone address the admission and the update its into the admission in the record? Excuse me. All right, they're admitted. I've got to go over the opt-out procedures that we included.

The plan provides the potential for a budget in favor of their relief parties. And the debtors' provider holders have claimed an interest if noticed the third party to vote as both the procedures were opting out in several ways. Each ballot distributed voting classes in period and hold to specific effect on the first page of the ballot, notice that the plan has made third party uses, advising parties of the consequences of failing to opt out, and directing the voting process to the particular state on the ballot, where they get exercise that right to opt out.

With a check, with a box of the check. The combination of the animals also in specific of both tests, included a full test of the release of textbook and explained the consequences of their own to opt out. And to ensure the non-voting process also had an opportunity to opt out of these days. We included an opt-off procedure in the notice of non-boating status. And again, in both configular effects,

included the full section of the release application and adoption provision and explained the consequences again of going to opt out and included not only the same opt-out box that voting process received in the ballot but also the form of the case file an objection to the releases and opt-out in that manner and the instruction with respect to check in the box is just merely returning to the voting agent and for our parties who available itself in this procedure both of this procedure.

In addition to the publication included both consecutive language of the assistance of the very of the expectation of regulation and injunction position. Turning now to the voting result. There are five passes of playing entitled to vote, and I mentioned, that all of the sub-passes in truth and passport and convenient passing. And we disregard it to the potential kind of votes.

But the most recent on the second supplement of holding the resolution. This is 624, right? Okay. The four pass votes voted overwhelmingly and gave both the plan in both number and amount. It's created voting with both that forth in the declaration, which removes the 45 microns end user, or it includes those users that we removed from the claim of that can admit it. And also the environmental claim that presently vote that we don't, it doesn't matter for this.

But we also took them off with the claim. objection it was paying number three nine mass system you're off in the current I'm going to have to step back a minute so untreated is absolutely what you received okay and then treated in docket six two four reflects specifically claims that were addressed earlier today or for the third 18 motion and added that in the cost claims with the adjustment of the claim that you just discussed with the people's claim. So the voting that has tweeted results that in the current now voting

declaration changed her vote from a few know $550 million a vote to like a 30-something thousand And the results are 82.5% of voting parties, I would note, and you included this in a footman in our brief, that there was a $440 million claim that was in favor of a client in the past VA. We were not able to meet this deadline 15 after we filed the 30 team after we filed the payment section. We were not able to include that an injection.

We did not want to report with an emergency motion or clean ejection and then, you know, both were shortened and the doctor was already so full. So what we did like we asked to not include that. We did, it already gave up the plan, but we believe that the cleanest worth zero based on analysis of the actual calculations. Fifty one unit with two one point, I'm not going to depend on any of those are, which have the value of zero. which have the value of zero. So, you want to be completely timed down at the court

and not have this vote stand, you know what the vote is able to time. So the results that you have and the treated result not account for that claim, although technically it's still live. But if you were doing through it, obviously the class has a lot of even there. And that's reflected in the untreated results.

The treated. The treated results do not include that claim, yeah. Right. but the untreated results included. So were there any other modifications, or I don't want to say modifications, treatments made in Class 3A, other than that treatment?

No, no. What about Class D? I don't believe we did any adjustment in Class B. Okay, and Class C is vacant. Class B. So the only modifications that were made in the treated results, are modifications that were based on court order. There were no, I just want to make sure,

because I was troubled by the prior voting ballot to the extent that I didn't truly understand a $400 million claim, and I don't believe that debtors had the authority to unilaterally address claims within a voting ballot. So I was concerned, but based on the hearing we had earlier today in council's representation, so that the only modifications to 3B are those that have been court ordered.

Yeah. $140 million claims back in to? Well, I would just revert back to the, so if I wanted that analysis, I just go to the first column. Absolutely not. And I appreciate the debtor's point with respect to that claim. But regardless, it's accepted. Right.

We absolutely understand we do the latter, we do not have authority to do that, which is why we just wanted to bring it to your attention. Right. And I do appreciate that there are several judges on this bench who very much appreciate and want to see the analysis of claims voting. And so I appreciate the effort and the fact

that you distinguish between treated and untreated to me as very transparent and I appreciate that. Thank you, Anna. Happy to be able to be. Now, if it's okay with you, I would like to come to the informal comment from objections you received. Yes.

And I'd like to thank all the parties for working with us to get where we are today, if that we're nearly consensual. I know from the agenda, Alleghen, confirmed, OZEgan resolved the language of that as the plan. That was also agreed to you by Philadelphia in memory, the other surgery provider. Anchor coin, we reached out to them in connection

with their disclosure statement objection was also included composition issues. And Anchor Coim council that on the disclosure statement is if it were resolved but asked for additional language in the confirmation order with respect to the account to the procedure procedure. before against the red line. They're, of course, filed an objection.

Their concerns is resolved through a stipulation approved by his work at Mount Hight by 38. And then there's been a second stipulation coming through 40. Even though if that has not been approved, they conveyed to counsel that they're not pressing their objection in their own. The ejection filed by XM has been resolved

through the inclusion of the the property of the procedure, and also language as well. I'm sorry, could you repeat that? The language be added for SDOM is actually the same language anchorpoint of . The objection of four or five in government has been resolved the language added to competition we received informal comments from the SEC and we've incorporated those into the plan and confirmation order.

So other than previous reviews the objections, which were all discussed in the second, all the other objections were either reservations of rights before formal objections to plan or have been resolved. In this case, we had an objection at document number 55. Prior to the, he was firing the objection, we worked with him to resolve common concerns that he had prior. And we did a few things for him, several things. One of them went to them move the conflict of related parties from attaching that to the release, the debtor release, reason of the third party to be of the right relation.

And we also knew to develop the language in a plan that spoke to the plan. And then following, we worked with him to make additional changes to the plan. The partner change was to scale that what we have in the ex-cocated party definition to not include consistent in like what I understand is your judge's prior ruling

not to include prospective explocation for entities that aren't in the system and also to remove the released employees only the officers, the current officers would be included and they also we just put in that all these years so the employees are out they're out okay

there's only officer the current officers and they were in there before it's just the sort of out of the least employees right right okay so that it was like 24 of them yeah there are okay okay is there an understanding that they did such as remaining objection relate to the release employees concepts basically the release of the preference claims is a general hold against these 24 employees and the extended scope of limitation of liability to not just 98F wallet because of the actions, but all non-

were just 98 after the subset of those. And acknowledging that some of these employees never received any of that treatment. Someday, I know, still speeding a standard treatment, the officers did, but the extent they were not the current officer, they're now receiving that treatment. So... Can I interrupt you for a second? I just got a ping that it's the time for the TrueCoyne status conference. Is TrueCoyne on the line?

I was going to say, if Mr. Lugano is on the line, can you please reach out the council and tell them we'll reschedule, and we'll proceed. Let's proceed with confirmation. Thank you. So, Your Honor, as I mentioned, the office, the site of the product is a sensitive for a case on by negotiation between the debtors,

the community, and his funder in various parties in interest, including the senators and customers. In our brief and support confirmation, they read out all of the compromises, even why the plan is satisfied 11.22 and 11.22 and there, also, should be confirmed. And I'm happy to go through each element.

Otherwise, if Your Honor, it would be you, Otherwise, I would propose to highlight key features of the plan. You may highlight key features. Thank you. So we talked about at the beginning of hearing this cause that the accounting and why we filed them? They just confirmed that, you know, customers were explaining and conveying to us both informally and formally and formally that there wasn't a lot of clarity on when these issues could be decided and who had to bring the motion and, you know, any of the, So by doing this, these procedures were heavily negotiated between the community, the debtor, and I would thank them for working with us and working so hard to make

a good spot. And the plan administrator elect also for the participants. And the second was to make sure that there was an orderly process that would not, and, you know, So you're also thinking of you. Thank you. Among other things, is using how treatment procedures. They're providing outside data for notified customers.

As to which category of contract they belong in, a legacy contract of a spoke agreement or a standard MSA, as they're energy, as well as providing an estimate as to when the wind down that are expected to come to include. the perspective of issues to copyright. They also include noticing the opportunity to object to both the wind down better determination that something is

properly to be a state and also that it's not property to state and that to object both to the finding that it's not property of state and also the intent to distribute the currency, whether it's the out of cryptocurrency currency to the customer. And we felt like those procedures appropriately paper theft, the concerns, but also getting flexibility to the parties to meet and confer so that they can work together to bring an orderly, even more orderly process to the court. Turning now to the release is in the debtor release.

Article 10-point-worth of plan, these are the releases granted by the debtor to the released parties. Under the plan of the release parties, the debtors, the line-down better, the special committee, the creditors committee, so there were least professionals and they just wonder that's it. Those ways, no directors or officers, nothing. And as I mentioned earlier, we removed all related parties that could have captured all these people. They ripped all that from the subject. So these are the only parties eligible to be the beneficiaries of the same families.

I would like to walk through the treatment of the employees, officers, and directors. The following parties are not being released and are therefore not able to get the third party brief. The former director and also is in the lead, the current officer, however, the current directors and current officers will receive limited preference for the goal to the expense of over-end wages in the compensation. This is a need. And also this is in the plan that we forwarded.

a limitation on the property of the proceeds of 98F to ensure us proceeds on account of 98F wallet profit action. But those are not being released. They're just limited to confirm. And direct claims held by third parties on account of 98F wallet or positive action or any profit of action are not enjoying, limited, or otherwise be cared under the plan unless that party elect to the PTIA or the Supreme Party. a release in parties and that's just the way of structure in this one man. With respect to the relief employees, and this is a small subset of the 24 employees, current employees, we're not being released by the debtor under the plan, but they're repeating similar but a little bit expanded treatment as I just described to the current directors in current office.

So they will receive a release by the debtor of the Tucker claims, the better hold against a whole release, not just a release. not just ordinary copies to fall, not released, you know, in opposed to that stuff that had not been under steel. In the second amendment document is the shared and discussed at length as the private space. In a different, in addition, with respect to the release of the preference claims, I want to note that this is a very limited release of a claim that you call why better. Preference claims are unique to an anchorcy code and they're not something where you have the rivet of the claimant claim. family who are different interests, you better

in the brand of them, but a third party is not common for me. And as laid out in the white separation in our brief, he evaluated these preference plans to see if they had any value and determined that they had little to no value, back to the non-release BNO of actions. Based on our preliminary investigation, these 24 employees were handpicts by the special committee who were made at the company.

company they obviously would not have retained people who say that were engaged in wrongdoing so these are people that we do not believe have any liability the plan now also compensate for the week of preference claims against certain customers it was a key component to the committee support for the plan it's a preference amnesty program it's designed to release those preferences against customers that the getters determined had no advance notice that the season of disorder would be entered in June and now whatever results they made were likely ordinary courts and we want to leave them in limbo there's been a lot of

concerns for the committee level about this uncertainty of the preference playing not only having their claim or crypto or key up in the account of the getter but also, you know, this exposure on top of it. So a compromise under the plan to garner the community support and it's also had to support the GIF lender, we agreed to his preference the energy program. There are people cards out,

and that was filed at No. 540 and part of our second-hand dispense supplement. And these are people that you don't believe should be the beneficiaries of their work. preference amnesty program based on our investigation at the amount that they did through the amount that were made after they were through and various orders after and many different support that carbon out that value is preserved for better I'd like to address a few of the US 15 arguments I'd go and open

mr. Leah like this is um so you just received the end of the objection raised concerned about the release employees not being held accountable for welcome of conduct, actual fraud, and the like that a release part really held accountable for under Article C's 10.4 and we get a release. And I think, and I think that we're not focused on the fact that Article 6.19 might provide a more expansive card out for the results. for the relief employees. It covers criminal conduct,

local conduct, both negligence, and actual fraud. Those are not protected. There's no relief. For the employees. Right. And they're not limited to being shut.

There's a part of. The USFSA ultimate case issue with the consideration provided to the released employees and characterize their actions as no reason doing their job. They got compensated. So it's planning to Jennifer's health.

And also argued that we have not met the national mortgage being a statute. As an initial matter, based on how these releases structures, but just the release side of the error, not tied to the third party lease. I argue that the appropriate lens to do these through is the stettor-signish segment under 1123BTA and not an application of national mortgage.

That said, we did comment. reviews in our free. And in the White Declaration and the brief, we feel like we have not our burden underdance. At Judge Permanuard and June, the use factors are neither exclusive nor conjunctive department that simply provide guidance to the court's determination of fairness.

There is everybody argued that the treatment of the release employees appropriate based on this example contribution they made in these cases, which were essential to the combination of the plan plan and the transition orderly transition to the wind down matter. Among other things, these employees have irreplaceable institutional knowledge of vendor and cost of relationships and contracts, which is proven essential to several things, determining which contracts were necessary for the orderly wind down of the estate and leverage the vendor

relationship to renegotiate the terms of the agreements, such as the acquired loss of women we just to discuss with the crop, resulting in substantial savings to be a case. They have protected and assert that the availability of customer account information and data and contracts they're critical to the post-effective effort for the Yonan Hunter, especially with respect to investigative efforts

and account-free their issues. Also, they have prepared in a permanent government government government, transition memo to a friend administrator, identifying their data at store and how to access it. They re-engineered that are sophisticated for both communities, driving several millions of dollars in annual

and savings on software hubs. They also ensure the defenders are compliance that they're using a regulatory opposition. Part of the compromise to get the committee of a plan was a facility that they wanted to make in-kind distribution. And that meant we had to retain and our Puck Parenthood and our MTLs and our money

transition of species. That required a lot of individuals know-how and finesse to keep those going and do an orderly handoff. They also prepared and package the better technology. This is not something someone could come off the street and done. None of this is it in connection with the swan license

agreement. If they had not stayed to do that, they would not agree with them. They wouldn't have been able to accommodate the swan and what it has left that the lucrative license is on the floor. And then also, as my colleague mentioned earlier, this one license is not exclusive. So it also has left the ability to open to take that package technology and monetize it further

by the one another. And we already have parties interested or approached us who are also interested in licensing that technology. And all of this, and in fact that they had a reduction in force that went into a fashion on November 14. And that more than half to get her reports went from 70 employees to 24.

They received the same notices as the other employee that were ripped on 14. They were seeing the same notices. They were asked, did two, three days before the risk to remain with the company. Okay. Okay, so these are people who otherwise, as part of a non-operating business, would not have a job, would not have worked.

There was nothing for them to do other than the things that you just recited and are in Mr. Weiss's decoration. Yeah, the only other thing I could do is, it's location one's day. But they agreed to say on to do this. They work nights and weekends. They have a button in beyond, come skeleton group, do all these complicated things. And it was used to her hearing, personally, these were used to be able to specialize in high demand. So they didn't need to stay.

They could find other jobs. And they did stay, not because we promised them anything, they didn't get any extra compensation. They were not getting a seventh. In fact, they didn't know that we were going to even push for these releases for them, or releases for them, until the plan was filed on in 28. They agreed to stay on 14.

So they have no knowledge of any of this until this plan is on file. I'm not even sure all of them. I have knowledge of it now. It's our position that without the help of these 24 maybe simply that the case is most certainly where it's covered. What is the value of their release preference claim? If we value in a duo too long, there was one questionable, um, there was one questionable, um, expense reimbursement that I discussed with our financial advisor and I got comfortable with it after that. It was just someone who enjoyed expensive things.

But that was pretty quite a company. It wasn't, you know, these were legitimate company expenses where I don't know if I would have done that, but not something, it was around $20,000 in the aggregate and not something you would expect to be pursued. So we have no value to know it. Okay. supporting, you know, and so the Easter Pia will argue that you're from censors, this was some sort of incentives for them to say,

as they mentioned, they didn't know about this until after they agreed to say. And, you know, I also note that the voting class is overwhelmingly voted to support the plan that has this concept that the week has. I'll go through the third party release next, so the court release is also in the plan and not articles.

The third, NAA explained earlier today, third parties were presented with multiple opportunities to opt out. We want a little bit extra to give the opportunity to non-voting parties to opt out, which some of them did. And we carved out the unreliberal parties from the third party, we could expect me. We know that it would have applied anyway,

but we thought it was important to make that very clear on the plan that these undeliverable parties he talked about, the colleague talked about earlier, not be interested. as our position is not, you know, you don't even not apply to them. And then, you know, consistent with the court's wound in other cases, you design these releases to be consistent.

And also, there are no objections lodged which I don't think I've ever seen me. So I was pleased with that. And on excolation, Mr. Trinette did eject, as I mentioned, the hard-track the expletion to just to see if you're serious, the actions taken during cases. when you're acting in to be straight enough to you.

And you believe that that is the consistent for the law and your honor prior being. So I will, I will notice Mr. Huia. Yeah, well, I don't, yeah. Is that, sorry, Mr. Cudia. I recognize you probably should have gone first. Being a gentleman. But I do think it's important to talk.

In London community, it was specifically on media Agreed. Agreed. You track the lens, just a moment, this is what I call it's a transition plan. We went into bankruptcy, very recently, though, were coming out of bankruptcy very, very rapidly. Part of that is the nature of a company

went into receivership, ceased business operations, all before filing, the bankruptcy is in its own way, kind of mopping up the mess. positioning it with customer representative and one-one administrator of their selection, overseeing in a streamlined fashion the resolution of all issues. That linear receivership now is consolidated in the federal action. We're going to get people their property, if it's the leather property,

to stay back to them relatively quickly. We'll deal with preference issues and an amnesty program. We'll deal with others who may be defendants. And we're wrapping it up in quality and following. and then this company's issue resolved quickly. That's a very unique kind of chapter 11 plan. We don't see it very often. Maybe they have pot plans,

the organization plan, we even have sales, and you can't get up the protein, but a transition plan that streamlines various myriad issues into a consolidated process that will resolve itself over the time as a special sort of work out in the panel. There are remarkable this may be, I didn't do enough thing over 30 years, this may be the plan that I'm the farthest

of the piece in my experience that I've seen with such few releases because in a transition kind of plan construct, there's an awful lot of people. There's an awful lot of things to be investigated and potential litigation to happen here. So from our vantage point, certainly in comparison to most chapter 11 cases before this court and reports in Delaware, the bandwidth of releases that we're talking about is really, really small. The window of potential targets is really wide, and that's because the plan of minister will finish the decision based upon the evidence that prevents itself. And so I think it's really important that we're thinking about how now well-up of the least question includes. that we can text a lot because it really is a lot of it.

The people that are getting the world, do in a hard to come. Now they're going to include, not three people, point forth. When you are preparing a transition and negotiate tomorrow, I think the worst thing is hand over the estate, get into Google, with some files, or something to do,

to the wind down administrator, and say, figure it out. Talk about massive value of weight of time, and it won't be effective. So we are in the market. mindset when negotiating this that very, very few people are getting releases here. We're only going to make sure that the people who get releases are people who are critical to doing this work transitionally.

That's what we do with this, that's what we negotiate. To make sure that when the planning committee takes over, those people who are absolutely critical to doing the job efficiently, effectively and value critically are there, and then working if they don't get releases. That's pragmatic that's the pragmatic attribute of what we do. So bankruptcy is very theoretical. We're having a theoretical discussion about releases

in the context of notice and the plan and there's right and what that. I think your honor can take comfort in the fact that contextually, looking at the plan, looking at the job that the committee was focused on doing and how they were trying to do it, that we did sufficient diligence to make sure that only people who are critical for the next stage, and that the releases were very narrowly to the circumstances of what we're intended to do

in the next days of this bankruptcy and about resolution of this case. And that from my view's perspective, this is a fair and appropriate outcome. I grant you and I do read with the sensitivity of the fact that this was announced at the end of November around Thanksgiving time. But in my experience as well,

just again, private contextualize it, we do release it. in plant supplement. That's not an unusual context that people find this out towards the end as we're heading for a confirmation because, among the other things, this type of stuff is the stuff that you figure out just before you go to the confirmation and affected it. So this is not an unusual situation. Frankly, it's very, very common.

And with that context, I hope that you're honorable to think about that. Okay. No, thank you. Thank you. Special committee will receive in the exercise of their family and judgment. Everybody else got that as well. But I wanted to clarify because I did say no, 7.

Thank you. Mr. Cudia. Mr. Cudia. Your Honor, Justice Judy of the United States Trustee. First off, I'd be remiss if I didn't thank the Eddard's Council for working hard with us to resolve several of our issues, both before and after we filed our objections. And I can confirm that our objection as it relates to the exultated party's provision as been resolved. And on behalf the Court, I thank you for raising that issue.

The remaining parts of our objection concern recent changes to the plan. including whether the addition of released employees to those parties receiving debtor releases is proper and whether parties would interest when they're evaluating the plan about adequate notice and information regarding the ad addition. On November 28, 2023, the lease before the voting deadline, the debtors filed their amended joint Chapter 11 plan and a disclosure statement supplement. That is the first time that the concept of released employees was added. A week before. A week before voting deadline, which stated that the list of them will be filed under seal, consistent with the privacy protection order.

Article 2C of the disclosure statement supplement talked about the revised releases to be provided to, and I'm quoting, the small subset of employees and officers who agreed to remain employed or who have agreed to provide services as a contractor through the effective date of the plan following the departure of the majority of debtors employees on November 14, 2020. The released employees are critical

to the successful winding up of the debtor's business arm to preservation of critical data, some as required by applicable law, and the general preservation of and transferred to the plant administrator and creditors' liquidation trustee of the debtor's books and records, which is critical to their post-effective date effort, that I'm not standing up here to degrade or diminish the contributions of the employees. But again, it's the position of the United States trustee that that reason is not appropriate one for the granting of the lease. that essentially reads like a keep PIRP motion. The released employees are being released from all preference exposure

and personal financial responsibility for any non-released B&O claims, including the 98F positive actions. I do acknowledge that the released employees are not being released for criminal conduct, willful misconduct, gross negligence, or actual fraud. I miss that addition and non-dates of the November 28th revised plan.

The appropriate way to analyze the releases here by debtors of non-debtor entities is by looking at the zenic master mortgage factors. Identity of interest between the debtor and non-debtor releasee. So that suit against the non-debtor will complete the estate resources. Substantial contributions of the plan by non-debtor. Necessity of the release of the organization. Overwhelming acceptance of the plan and release by creditors. and payment of all or substantially all to claims the creditors. I'll take them one at a time.

Identity of interest. It is possible that some of the released employees may have indemnification agreements that could apply, perhaps to the three officers, but I am not aware of any evidence of the same. Substantial contribution to the plan. In the Genesis Health Venture case, the court looked at a proposed release of directors, officers, and employees. and rejecting those releases found that performance of their duties, even those engaged in a bankruptcy process, do not provide a substantial contribution,

and that's in quote, without the contribution of assets to the reorganization. To quote, as in Venus, the officers and directors of the debtors no doubt made meaningful contribution to the reorganization by designing and implementing operational restructuring of the companies and negotiating the financial restructuring with part of an interest. However, the officers, directors,

employees have been otherwise compensated to the contributions and the management functions they perform do not constitute contributions of assets to their organization. And I think that's key. It's at least the defined term substantial contribution

in the context of genesis, and that refers to a financial contribution or some other type of contribution that makes the reorganization possible from an financial standpoint. Does it make a difference in this case based on what the debtor does? What's being contributed? It may be a distinction without a difference, but it's a distinction. and they're not here on a, let's say, keep curt motion. Right, but also what these employees contributed.

I'm sorry, I missed the last word you said. Oh, what these employees contributed? The employees here contributed their labor. Right, but it's unique, is it not? This is not an industry where they could have gone out and found replacement people easily to do, what these people did in terms of renegotiating these agreements, protecting count information, packaging license, working on the Nevada Trust Charter, that type of thing. Does it make a difference?

Cina doesn't talk about this, right? Correct. I believe it makes a difference in that they're not here for a keep curb motion, which is out on notice. This was added to the plan a week before a part of the, parties were able to vote on. And I think, you know, quite frankly, our office does not always oppose keep Kirk motion. One other point I'd like to make on that, as it refers to the officers. This could very well be an impermissible retention bonus pursuant to 503 C1 of the bankruptcy code. Necessity of the relief.

In Continental, the court looked at the necessity of the release. looked at the necessity of the releases to the organization found there was no necessity based on lack of financial contribution to the plan by the release parties in exchange for the release and lack of evidence of indemnity exposure to the debt. This plan was accepted by a sufficient number and amount of impaired classes. However, as I'll discuss later, we contend the acceptance was based on inadequate information as to the economic consequences of the release and police provision. So can I just ask, the U.S. trustees' office, if you were posturing this, you would have put it forward as some type of bonus plan?

Yes. And can a bonus plan provide that your bonus is released of a preference claim? That's a good question. Again, the stated reason why the debtor for giving these are they're staying on and doing their job. U.S. Trusky feels that that's appropriate in context of some type of deep perk motion whether again honestly I would have to ask for help on whether the release of preferences would be inappropriate it might be an unfair question so you can but again if they were if they had been more better quantified that would be able to answer that question as well and my last point is on

information as far as revised releases. The addition of the released employees provision was made only one week before the deadline to object and without the disclosure as to the economic effect. And they were not part of the original, the released employees provision was not part of the original solicitation. The number and identity of the released employees

was not filed at the court until four days after the objection deadline, it was filed and to seal. Now, but that's, That's not unusual that you don't know who's being released. In my experience, usually releases get paired back as it near confirmation, not to people get added, although my experience is rather limited. Now in the declaration of Michael White, which was again filed after the objection deadline, indicates that the releases are of little or no value to the debtors of the state, I believe,

the support. Parties evaluating whether to support the plan should be given this information and the backup behind it and the opportunity to reconsider their support. In conclusion, the U.S. trustee requests a confirmation of the plan not occur until such time as far as an interest have had time to consider these changes. Thank you. Mr. Cudia, just articulate to me for me which changes. The release?

The addition of the released employees. That's the only. Yes. The wife's declaration was filed on December 12. That would be provided in the court order at the date when you were testimony to reduce your rights of the declaration that you were little to know about. You said that he'd be a paragraph point of it. And yes, I think it's a bit of a standard that you say that we agreed to stay.

We actually did agree to stay, but they didn't agree to stay in exchange for this. This was something that we put into the plan because we thought it was the right thing to do. And in terms of their timing it, it's just coming on November 28. So this happened on 14th. You know, they were asked to stay on the 24 employees to do all of this extra work. They weren't just doing their jobs. They were doing the jobs with, you know, twice as many, and they knew that their employment would end.

If this were at least, these employees would have to sign something that they were staying on, they would have to achieve milestones. Another, I mean, they do all of this without using it that it's not a before her. There was no merit. How do you get past Genesis in theater? You know, Genesis is focused on where employees are just doing their job and help get to successful in the future.

This is not the same situation. They're not merely doing their job. They're doing the job with many people. and for nothing. They weren't on a single thing. I feel like I was saying, or I did out for the contributions that they did have to explain that without any point that without the decision, that without the assistance of these people,

their agreement to stay on, even though they had a one-ac nomination, a dozen conversations, that it's going into the orderly condition of the funding, all these two issues for creditors. customers, the accounts would have to be issued, continuing the investigation. All of that would have been going on there. We would have had to convert with people.

What would have happened, excuse me, if the employees hadn't shuttered the debtor's API platform? In enormous costs that had been incurred. There would have been additional stability as pardon to go on there and need requests, and it would be unanswered because there wasn't the staff. to be there. And the skeleton crew took apart of the ANSA with the ATIP platform. How else would it have been done? Would it have been outsourcing thing?

It would have to be outsourced and it would be starting from a deficit, because they were very easy. Okay. Okay. Okay. Okay. Okay. I propose

now run through the deadline. Okay. If I have questions, is this the time that I can raise them as well? Yeah. Questions for... Oh, I... With respect to the plan? Are you going through plan edits?

Yes. Okay, yeah. It has not been filed. No. No, the change is okay. It's this? It's the rule, it's 15. Okay.

It's definition 1.75, exquisite parties. And Mr. Cudy is okay with this definition? Yes, I believe he said it was resulted in terms. Yes, Your Honor, it did resolve off the same. Yes, okay. And looking at your past precedent, you add an additional language that provided to be sent there not acting,

And then they are acting at the state of the huge area at the time between the position data on the fact to be. Okay. Limited as to scope. Thank you. In the definition of each party, 1.149, we remove the reorganized betters. They don't exist. And on the next period, then, 26, 25 of this, the, this is the county, that's the county

At the request of the plan, we extended the response deadline that customers would have to either a few instances, we noticed that intent to distribute, went from 10 to 14 dates, and the timeline to them to file an estate property determination of action with a change from 14 days to 1 million days. Those are the recent changes to the plan. I'm happy to answer any other plan comments. or I could want to do that. Okay, well, first of all, let me ask, is there any other objections to confirmation that have not been raised?

Because now is your opportunity. Okay, I hear none. So I am going to close the record on it with one exception. With the respect to the testimony that we heard earlier, or excuse me, I don't want to, the comments we heard earlier this afternoon from Ms. Chang, I believe, with respect to her claim. I'm going to ask, did she receive anything for appearing today at the hearing?

And Claire. Yes. Or. No, no, no, no. No, no. I'm not, no. I'm saying she was, you did not provide her anything for commenting today. Okay.

I'm assuming you're joking. Okay. It's been a very long day, and I appreciate everybody's patience. Pardon? How would you, Dr. Honor, like to give you? Well, first of all, why don't I give you a ruling? And then let's talk about some modifications. So, just for the record, prior to the confirmation hearing,

I did review the disclosure statement, the third amended plan, the plan supplements, related documents, as well as the objections of confirmation, some of which have been resolved or withdrawn prior to this hearing. I also reviewed the debtor's memorandum of law and support of approval, the disclosure statement and confirmation of plan at 557, and while that memorandum is in evidence, it is part of the record before the court, and the memorandum lays out with specificity how the debtor statutory the debtor statutory burdens and requirements I listened to I mean I excuse me I weighed the arguments of counsel and the evidence presented including the Weiss Declaration in support of confirmation at docket 558 the Murphy

Declaration at docket 559 regarding the best interest test and the carpac voting declaration at docket 624 with respect to the disclosure statement I'm satisfied the debtors have carried their burden under section 1125 the bankruptcy code all objections the disclosure statement were resolved or overruled the disclosure statement as amended describes among other things the background the debtors events leading to chapter 11 filing the events in this case the debtor's election to pursue the liquidation transaction under the plan and various provisions including classification treatment claims mean for implementing the plan as well as the releases injunction and exculpation.

So I find that it does, the disclosure statement does contain information adequate to permit a hypothetical stakeholder to make an informed decision to vote for or against the plan. So the disclosure statement is approved on a final basis. respect to the plan the debtors have also met their burden and all of the applicable subsections of 1129 of the Bankruptcy Code are satisfied to confirm the third amendment plan I am not going to address each standard I just will note that no one has challenged good faith no one's challenged classification based on the Murphy Declaration and the liquidation analysis the plan satisfies the best interest

test section 1129 case seven and based on the evidence to do here today at the hearing specifically Ms. Chang's representation that her vote in class 3B to reject the plan is in US dollars the court finds that the vote is adjusted as a consequence the second supplemental voting declaration reflects that all voting class have voted to accept the plan with With respect to objections to the plan, the U.S. trustee objects to the plans proposed released employees for any preference exposure. A debtor release claims under 1123 , if the release is a valid exercise of the debtor's

business judgment, is fair, reasonable, and in the best interests of the estates. The Weiss Declaration establishes that the debtor releases are limited in scope the product of arms-length negotiations and reflect the substantial contribution made by the release parties and released employees his uncontroverted declaration identifies these employees contributions which council reiterated in detail today and he believes absent these releases the plan may not have garnered the necessary support and I think that's supported today by comments

of the committee's counsel. No contrary evidence has been presented. So I'm going to overrule the United States trustee's objection. So I think that's it, except I have some comments on the plan and maybe a few on the form of order. I'm going to start with the plan, and I'll try to go through these expediently. I must admit that as you amend things, then my comments kind of shrink. So I'll try to truncate. So one of the comments that I had when we started today was how this toggle plan had ultimately

resulted in a liquidation transaction. So to me, that section five and six point five, excuse, me and 6.7 they contradict or they don't apply and I appreciate your comment about confusing people with a lot of edit on a document but I do think the confirmation order itself and I don't recall seeing it should make there should be a paragraph in the confirmation order explaining that while the plan referred to a toggle that you're not proceeding in that way and I think you could probably pull the language directly from the disclosure statement that was

filed on the 27th that made that clear so you know to the extent and I'll just generally speak about this because I think it's a modification you could all get together agree on but you know there are there's reference to references to the restructuring transaction memo and the plan support agreement and there's references to the issuance of securities and that type of thing, that that's all, yeah, and so those provisions don't apply, but in some ways you're gonna have to carve it out

because 6.5 talks about the toggle, but then, you know, 6.7 talks about Reorg transaction and 6.7D talks about equity. So I can't, I don't wanna sit here this afternoon to take up your time, but I'm certain, you know, that you all can slice that up so that the confirmation reflects what's accurately going forward. Okay, so in section 6.10, and that this may be

pursuing the visualization puzzle and that section X1 and D are not applicable. Okay, so it's in section 6.10, and this may be semantics, but there's a reference There's a reference, and I'm not sure where it is off top of my head, it says there's a reference to crypto being transferred. And my question was, why is crypto being transferred if there's a question about ownership? How is it not a violation of the cash management order? Maybe it could be that I'm misreading something, and I'm not sure exactly where I found this in 6.10. I would say that the combination order is, you state, no update as a final question of the other. Okay.

So, it's definitely an interdependence of the case of what happens for customers to see. Okay. In 6.5, yeah, happens if there's a termination, I mean, that's a domesday scenario. Right. Right. There's no way it could happen with. without okay okay so 610 J deals with the liability the plan administrator and

indemnification and 610K deals with no liability for the wind-down debtor and I will not prospectively grant indemnification and so I would propose that and so what I say to people and I think most of the judges on this bench do this now it's part of your case closing motion so rather than take it out maybe put in here in consultant mr. Cudia subject to entry of a final order of the court but it previews it for parties this is what you're gonna be asking for but and then so for both of those it would be subject to entry of a final order of the court for yeah for the liability the plan administrator indemnification it's subsection

and K for the Y-down dinner? Oh, they're existing. Oh, sorry. No, so I think that maybe it's just the same. Yeah. Thank you. 7.1 deals with distributions. And it talks about undeliverable distributions.

And I need to find the comment. But I have down undeliverable distribution one year after the, I have, have down effective date. Is that accurate? I can't find it. I'm sorry. If you find it, I can't even find it. Oh, three. Okay, so my question is, should that be after the effective date or distribution aid? Okay. Right. Right. Right. Right.

There's no understanding and maybe a business on this one to the wind down debtor to do continue. Right. They're permitted under Delaware law to indemnify their operating directors

as a sole officer and director. So we didn't see any issue providing for an demonstration of that committee. Oh, you do have separate authority for it is what you're saying. is what you're saying. You don't need the bankruptcy court authority for it. Maybe you should clarify that I'm not trying to limit any right you have, otherwise have.

So, but this court doesn't prospectively indemnify. So maybe you all should collectively indemnify. So maybe you all should collectively tweak that. language. Right. Exactly. That's exactly what you want to do, Mr. Stark. Exactly.

I didn't appreciate that the corporate, you know, that you had the agreement and that makes perfect sense to me and just to avoid any conflict. Yeah. I only have like three more comments. So this is

8.6. It says there was going to be no interest, right? So 7.9 talks about allocation between principal and accrued interest. Are they inconsistent or am I missing something? And you can tell me I'm missing something. 8.8 disallowance of claims. I think you can withhold distributions but you can't disallow under 502 . You can't have disallow claim until you have a judgment.

have a judgment under worldwide direct. Those are all my comments on the point of. I have to find my order. Of the order, yes. And I don't. Do I have a red line order? Apparently I do. Bear with me, because I'm going to go through mine simultaneously.

So I'm going to turn page two of them at the same time. I had some comments, but they have been satisfied by what transpired today. So, okay, I'm on 14. And we removed the empty spot. Okay, I had it underlined, so. So, and you did it in, I guess, see it. And A. Y and A.

Yep. I see it. Thank you. And C, we added, I did this one. Okay. Yeah, bear with me a second. I had a comment, but I might have been taken care of. I'm sorry, what's your next one?

It's paragraph 6. And this is again just clarified that we see is not improbulated class if you're not okay, hold on one second. So I just wanted to note that paragraph 3, and I just wanted to note that paragraph 3, and I I realize that ones are finding the fact and the others are orders. But paragraph A and three are the same. And paragraph four is the same as M if I can read my own writing.

Okay. If that's not your, if you make it, it's fine now. Okay, where are you now? I'm sorry. So I'm at 12. Paragraph 12? In light of what was you represented today about resolutions with the US trustee was that language okay with the US trustee no I was

talking about the settlement provision oh sorry oh we typically object to when there's a provision in the plan or the confirmation order that has plans as a settlement overall to the extent there are any 1990 settlements that contained within it you'll find with a paragraph it All right. Thank you. Yes. Okay.

Language and new paragraph 33 was the language represented by Anchorpoint and also by FEM. And this is just to note that the notice that are sent to customize through the prompt sequence of procedure also be sent to the capital records. Okay. The new paragraph inside of the contraction of the for a lot of deathment. Any other changes to be in the way that affected me?

If it's a patch to the right over, the committee and the candidate of the federal left, and also pointing the the safety of the institutions and the red side is mentioned there. It's getting customers, you know, it's towards the appropriate for the plan. And also, before the purpose,

and then you give the URL for that website without everybody. Okay, so post-effective date there will be a website? Yes. Okay. Okay. Okay. Let me ask, does anybody wish to be heard with respect to the form of the confirmation order? Okay.

I'll enter the confirmation order when it's filed under certification with the modifications we address, the clean and a black line, and a representation of the party of. who participated here today have signed off on it including mr. Cootia and and let me just say to the parties it is really important that you all work well together and it is the parent to the court here that the parties have spent a lot of time working together to get to this point today so I it's not lost on me how much effort this is taken so is there anything else for today okay well we're gonna conclude this, but I'd ask the debtors to stay a second.

I don't know what was done with what we were supposed to do at 4 o'clock. And so I can, no, I was going to say I can find out, but I, obviously I can't do something without all the parties here, but I may have to, I suspect you guys are done for the day. So would you do that? And if you guys want, we'll just get on Zoom. But let me, because we're getting into holidays, so I have hearings starting at noon tomorrow, including a first day.

So I could probably hop on for a quick call in the morning, or on Wednesday, I could get on at 10. Or I'm sorry, am I messed up? Oh, okay, tomorrow is Wednesday. Tomorrow is your honor. Do you want to have the status conference to be thought you were needed? I don't, I'm not, I don't have that much ego. I'm not that needed.

Because I think we can try to just work it out with custom in terms of scheduling, but if you want to have the conference, that's fine. Well, you know what, I don't know if the parties want to be heard because I know that you filed pleadings and then I just entered an order. So maybe you could talk about scheduling, maybe we could then schedule a status conference, or we could get on to talk about it. But a meeting confer preliminarily would be very helpful. And then so Thursday I could do, I could do 10 a.m. And I could do 9 or 10 on Thursday. Yeah, and I have a bunch of, honestly I'm doing any of your fee hearings.

So they could possibly start coming off. But if you, we could reach out, just why don't you confer first and then let's reach out? I think so. But you know what? We need witness availability issues. Okay. All right. Thank you.

Mr. Detweyer? Mr. DeWire. Mr. Mr. Fort Powell and a half of the committee. The motion that we heard of the House of itself is the four-and-outous motion. I would like to participate in the process. We were very close to getting the stipulation with parties that was going to set forth to schedule. We'll go back.

So, I'm going to see that. But it's not appropriate that the plan administrator by the court if it's not a lot. Okay. All right. I appreciate it. The updates. I don't want to have too much more conversation without them participating. So, okay.

Thank you all very much. I appreciate everyone. everybody's efforts. Sorry for the long day and safe travels everyone. And if I don't see you, everyone have a really good holiday. We stand adjourned.