American court hearing recordings and interviews - 23andMe - April 22 2025 Bankruptcy Court Hearing, case 2025-40976 before the US Bankruptcy Court for the Eastern District of Missouri, #bankruptcy, #privacy, #data, #genetics #sale #truecrime #23andMe

Episode Date: April 24, 2025

audio from docket number 289, April 22 2025 23andMe second day bankruptcy court hearing

Just a moment to get set up. If you're on the WebEx, please mute. We can begin. 23 and me, holding co. Let's have appearances in the courtroom, please. Good afternoon, Your Honor. Tom Risky and Nathan Wallace, Carmine McDonald, on behalf of the debtors. Good afternoon, Your Honor, Christopher Hopkins of Paul Weiss Rift for Gordon and Garrison,

as proposed co-counsel to the debtor. Good afternoon. Good afternoon, Your Honor, Eric Wilson of Charlie. Dry and Warren proposed counsel for the creditors committee welcome to St. Louis. Good afternoon, Your Honor, Nick Soludicki of Stinson, co-counsel, proposed co-counsel for the Esker Creditors Committee. Good afternoon, Mr. Sludickey. Good afternoon, Your Honor. Robert Hirsch, Norton Rose-Folbright on behalf of the dipmender, J&B Capital.

Good afternoon. And in a much less important position, Your Honor, Tom Duoskin, for Corwee, Inc. A subtenant of the debtor. You're very important, Mr. Duoskin. Don't fool yourself. Good afternoon, Your Honor, Carol Ritchick and Joseph Schatzauer on behalf of the U.S. trustee. Good afternoon. Any other parents was in the courtroom.

All right. How about on the WebEx? Good afternoon, Your Honor, Michael St. James. Go ahead. Go ahead. Was that you, Mr. St. James? Yes, Your Honor. Good afternoon, Your Honor, Michael St. James, appearing on behalf of the Middhilda Avenue Landward.

I'm sorry, which landlord? You cut out for just a second. I apologize. Matilda Avenue, the mainland wood. Thank you, Matilda. Good afternoon, Your Honor. Tobias Keller of Keller-Bennady, Kim, appearing on behalf of the data breach class action plaintiffs. Good afternoon.

Good afternoon, Your Honor. This is Abigail Ryan with the National Association of Attorneys General, appearing on behalf of the states of Arizona, the state of Connecticut, the District of Columbia, the state of Florida, the state of Illinois, the state of Kansas. Louisiana, Maine, Michigan, New Hampshire, New Mexico, New York, North Carolina, the Ohio Attorney General, South Carolina, Utah, Vermont, the Commonwealth of Virginia, Washington State, and the Office of the West Virginia Attorney General and the State of Wisconsin. Thank you, Your Honor. Good afternoon, Your Honor. Heather Crackett on behalf of the State of Indiana. Good afternoon, Your Honor. Can you hear me?

Yes. IELMAN Langeon, the Texas Attorney General's Office appearing on behalf of the state of Texas. Very good afternoon. I see a few other folks with cameras on, but I'm not hearing anyone. Anyone else need to enter an appearance? Good morning, Your Honor. Daniel made out for the people of the state of California. California.

All right, welcome. Just a second. Let's make sure we know anybody else on the WebEx and then we'll go back to the court. Mr. Kevin Barnes, Class A. Chairholder. Chairholder, okay, that's right. All right. And we have one more appearance in the courtroom. Yeah, my apologies. Alice of Espect,

website of the State of Missouri, the General's Office. Very good. All right. Ms. Risky, any general updates about the case before we get into motion by motion? Your Honor, read my mind. Before we jumped into the agenda, I was going to ask Mr. Hopkins to give a little summary

of what's been going on behind the scenes since we're last year. Certainly. Very good. Good afternoon again, Your Honor. For the record, Christopher Hopkins of Paul Weiss, Rifkin-Morton, Garrison, is proposed co-counsel to the debtors.

I'm joined today in court by my colleague, Ms. Grace Hutz, and I believe there's representatives from the company on the line as well. As Mr. Risky said, Your Honor, I think we just wanted to spend a few minutes providing the court an update on, you know, the key events since we were last here, coming attractions, and then I, Mr. Wilson, you know, on behalf of the committee,

will want to make a few remarks before we dive into today's agenda. That would be helpful. So since the first day hearing, The company's been hard at work, you know, preserving, you know, the value of the business, making the transition to operating as debtors in possession, and obviously engaging with all the various stakeholders that have an interest in these cases. The committee was appointed on April 3, 2025, shortly thereafter they, you know, retained their advisors. And, you know, really since then, we've been working very closely, you know,

making sure that we're bringing them up to speed. we're getting aligned as best we can on key objectives and, you know, working collaboratively to try to resolve any potential issues. And thus far, Your Honor, you know, I'm pleased to report, you know, we've had a very constructive dialogue. We're here today, at least with the committee on a fully consensual basis, and we sincerely thank Mr. Wilson, his team, his co-advisors, for working so constructively with us because, you know, as we said at the first day hearing,

you know, I think driving to consensus in the case. in minimizing disputes is going to be critical to the overall success of the process. Turning to other aspects of the cases, I think Your Honor is aware, the main event here is the ongoing sale process. Pleased to report that, you know, since the filing, there's been significant interest. You know, MOLUS has been working with potential bidders and really progressing that along, and we're very pleased with how it's been proceeding to date. You know, most of the interest that the debtors believe is actionable today is coming from U.S.-based public and private companies. These are companies that have strong track records with respect to data privacy.

Many of them operate in complementary businesses to our existing business, and we believe would make good stewards of the customer data and, you know, for continuing the company's mission of advancing genetics-based science and therapeutics here in the U.S. We are working hard, Your Honor, to try to secure a stocking horse bidder. The deadline under the procedures currently is April 25th to file that notice that then starts the clock. And so assuming we get there with a potential bidder on a stocking horse bid, our plan would be to file that notice, leave under our procedures parties in interest to have five days to object. And if we needed to, Your Honor, we would set up a hearing or we would ask the court to set up the hearing to approve that stocking horse bid on our May 6th hearing, which is fortunate timing because that's just inside of the milestone under the DIP facility. We're asking Your Honor to approve today. You know, other developments, it's really, you know, the usual engagement with stakeholders. You know, we've been having discussions with many of the state's attorney.

the U.S. trustees office, obviously the committee, as I mentioned, counsel to the data breach claimants, you know, trying to just make sure that they're involved in the process, they're getting information, and we're trying to work constructively with them to resolve issues. As I'm sure Your Honor is aware, these cases are getting an enormous amount of media attention. We asked our PR consultant, and I think the count just from the petition date is over 450 different articles or broadcasts about these cases. Obviously, you know, from the appearances we have today

and from the first day hearing, Your Honor knows that there's a lot of regulatory attention being put on the process and we're doing everything we can, you know, together with the committee to work with the AGs and the US trustee to, again, like I said, to bring them along in the process and try to, you know, get everybody comfortable with what we're trying to achieve here.

In terms of coming attractions, You know, for today's hearing, I believe, other than potentially a couple issues that'll come up through the agenda with core weave. 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. Potentially, you know, a couple of minor issues on the case management motion. Our understanding is we're here today on a fully consensual basis. And again, we thank committee of the U.S. trustee and everybody else who worked with us ahead of the day. I'm sure, Your Honor, is aware.

We'll be back here before you next Tuesday. Right. There's a couple different things on the agenda, but I think the main events of that hearing are going to be, you know, on the one hand, the debtor's motion to appoint an independent customer data representative. I'm sure the court is aware that there have been many parties who have filed their own motion seeking appointment of a CPO or a similar individual. Your Honor, just a few brief remarks on that because it is not up for today, but just to alert the court. So we are working with the AGs, the U.S. trustee, and the committee to try to bridge the gap between where the debtors were in their CDR motion and where the parties are on the CPO motion, because there does appear to be violent agreement that an independent individual is the right thing for these cases, given the importance of the customer data and the related issues involved in connection with the sale. And so from the debtor's perspective, we feel like there is a, the gap that exists today is bridgible. Obviously, you know, we can't promise consensus, and there are, given the importance to the sale process of these issues in terms of, you know, how the customer data is treated in the sale, what is permitted to be transferred, et cetera.

You know, these are very important issues in the cases, but we do think that this is an issue that can be settled. And so we're working hard to do that. If we're unable to reach a resolution, I mean, just to flag for the court, given the issues involved, I think we're on for a 1.30 p.m. central start time. That may be tight, given the substance of that motion and given that we also have the bar date motion up for that hearing. We'll obviously keep the court updated, but I just wanted to, if Your Honor has time for us, maybe earlier in the day, where we could potentially move up the start time. We'll take a look at that, and we can be in touch with Mr. Risky, Mr. Litticky,

about those issues. And then to the extent, without taking time away from your negotiations, to the extent that the parties can stipulate to some of the facts, obviously that would expedite the hearing. Of course, Your Honor. Yeah, of course. And I mean, with that, Your Honor, you know, I don't want to take up too much time, unless Your Honor has any questions for me.

We're very focused on the sale process. We're very focused on pushing forward and trying to dual track in connection with the sale process, the plan confirmation process as well. We don't want to spend more time in bankruptcy than we need to, given the cost. And so, you know, company is hitting its stride as a debtor. We're advancing everything that needs to be advanced. And, you know, we hope that the sale process continues to drive towards a successful outcome that's going to provide meaningful distributions for us.

stakeholders at the end of the day. Sure. Thank you. That's very helpful. I didn't have any particular questions, but I appreciate you. Okay. Thank you, Your Honor. With that, I'd cede the podium to Mr. Wilson. Very good. Good afternoon, Your Honor. Again, Eric Wilson of Kelly Dry, proposed counsel for the

Ledger's Committee. Also with me in the courtroom is Ms. Blufflin, my colleague. Your Honor, as Mr. Hopkins mentioned on the 3rd of April, The United States trustee appointed a seven-member committee. That committee is comprised of four trade creditors that are continuing to support the business. There are three plaintiffs that represent several million litigation claimants.

The committee has retained my firm as lead counsel, the Simpson firm, as well as FBI consulting, all respectively and subject to this court's approval, of course. We have applications that are in progress. What I wanted to share today is that since its appointment, I can tell you, this committee has been very focused on getting to a value-maximizing transaction that will preserve this business. It's focused on finding answers to questions surrounding this company's path of Chapter 11, including potentially improper insider influence.

And it's also focused on exiting Chapter 11 here as quickly and efficiently as possible. In a case like this, an unusual case like this, where you have no secured pre-petition debt, obviously that administrative cost is of paramount concern to general-inetric creditor, so that's something that we are monitoring very closely as these cases progress. We've had a number, as Mr. Hopkins pointed out, a productive conversation with various parties, including the lenders, and the debtors. Very happy to be here today on a fully consensual basis, so I think our view now, while there's still obviously a lot of work yet to be done, we're off to a very good start. We're continuing our discussions with the debtors over the sale process and the procedures that were approved by your owner on the first day. initial signs that we're getting or that those procedures are working well.

If there are issues that we're unable to resolve, we'll certainly bring them to the court's attention. I will also say that the committee is very sensitive to the concerns that have been raised by the various states Attorney General that relate to the sale and the need to comply with the debtor privacy policy. This is particularly given the composition of this committee where we have not only creditors, We have representatives of consumers that are former and present customers of this company, so they're acutely aware of these data privacy issues. We're confident from what we've seen so far that the sale will, you can, protect and serve all of those different interests.

That includes both the consumers and the creditors. They're available here are really far beyond the protections that those folks could expect outside of Chapter 11 and outside of your Honor's supervision. And we're currently working now that sort of this central hearing is behind us to, as Mr. Hopkins mentioned, find a qualified individual, a representative to help facilitate that process. That's not an issue for today. That's the next week's hearing. So for now, as we stand here today, we're looking forward to working and continuing to work with various stakeholders and the debtors as well as the regulators in this court, the court of successful sale process,

and a prompt exit in these draft 11 basis. So unless you have any questions for me, Your Honor, that's really all I have today. Okay, no, I didn't have any particular questions. Do you want to thank you and your constituents for working together with parties to resolve the matters today, far be it for me to tell you or anyone else that you should not litigate some issue that's important to your clients, but if it's something that can be worked out, that's always appreciated. Thank you, Your Honor. I appreciate your time. Thank you. Thank you. Your Honor, may we proceed with the agenda items?

Let's see the podium to Ms. Hotes on the first item on the agenda, the dip motion. Very good. Welcome back, Ms. Hufford. Good afternoon. For the record, Grace Hutz of Paul Weiss on behalf of the debtors. Before jumping in, I would just like to remind the court that we filed several declarations around the petition date. That's, of court the first day, really, that we're seeking approval on a final. basis today as well as the dip motion. If it's right with the court, I would just ask that we rely upon those declarations that were previously admitted into evidence. The witnesses are on the line if anybody would like to cross-examine them. But like Mr. Hopkins said, we think we're here

largely consensual today. That makes sense to me. And then just before jumping into the substance, I just wanted to flag that we filed the proposed final orders on the claimed agent website. on April 7th. Once the committee got retained, appointed and their advisors were retained, we worked with them to hear their concerns and feedback on the final orders.

We made some changes to those orders with their consent and filed revised proposed orders on the claims date of website last Friday. So those are largely the latest. I think a few of them have been updated in the hours later later this hearing, which I'll flag for you, but

if you had a chance to review those, those are largely current. I think we're either mostly caught up or entirely cut up, so I appreciate that. But yes, as you and your colleagues go through, if there are highlights other than very basic stuff like adding sort of the committee, that sort of thing, no need to highlight those, but anything more

significant, please feel free to do that as you go through the hearing. Okay, great. So turning to the agenda, the first item is the dip motion. This was filed at Docket 28, back on the petition date. Just in a nutshell, you know, this is our motion,

seeking an approval of a post-petition financing facility in an amount up to $35 million to be provided by J&B Capital. This is an entirely new money facility. We don't have any pre-petition funded debt, as has been mentioned. The motion, you know, we did include a summary of the key terms, but I think there's a few things worth flagging. The way this dip is structured is that after the order is entered that we're seeking approval of today, the debtors would have immediate access to up to $10 million of that facility. And then the remaining up to $25 million would be available if the court approves the stocking horse agreement by May 7th.

That is either acceptable to the dip lender or provides for repayment in full of the dip obligation. The dip has a 14% interest rate, payable in cash. The outside maturity date is September 30th, subject to earlier triggers, if there's a plan effective date, sale closing, kind of the standard maturity events that you might see in facilities like this. And while the court previously approved the work fee, the $100,000 work fee for the dip lenders, advisors, and a commitment fee. We're also seeking approval today of a 4% exit fee, which, you know, similar to the way that the dip is structured would only apply to the first $10 million until we kind of unlock access to that $25 million. $5 million down the line. The goal of this facility is, you know, just to provide us with additional liquidity as we navigate the cases.

We're running an efficient and expeditious sale process that's already underway, and we're hoping that this financing gives our buyers, potential buyers, our customers, our vendors, reassurances that we're continuing to operate as normal. We have access to sufficient liquidity to get through that process and then distribute the proceeds of any eventual sale to stakeholders. We do have a record in support of the DIP facility, which reflects that this is the best available option to us right now. Mr. Swift of Mollis, the debtor's investment banker.

He submitted a declaration. It details an extensive pre-petition marketing process, both for a sale and financing, where the debtors reached out to over 100 parties. And ultimately, when the board's special committee determined to pivot to an in-court process, we received three indications of interest from parties to provide dip financing, and ultimately determined that J&B's proposal was the best option available to us under the circumstances. So we spent a lot of time negotiating that proposal,

both between the debtors and JNB leading up to the petition date, and then afterwards with drafting and negotiating the final order. the dip credit agreement, and then engaging with the committee once they were appointed to incorporate their feedback. So we do think this is, you know, gaining access to this liquidity is within the debtor sound business judgment and should be approved today. As I mentioned, the committee had significant input into this order. The version that we submitted on Friday of last week incorporates their comments, as well as some comments from one of the landlords to one of the rejected leases and Chubb, one of the debtors insurers.

Over the last few hours, we've also included additional language from Corweave, which we believe resolves their objection to the dip, which would come up. having two places in the order and basically provide that the cash collateral and the dip collateral shall not include their security deposit, which is about, I think it's $220,000, however, that the dip lender would have a lien on any residual interest of the debtors in that security deposit. So if, you know, for example, we were able to retain that under applicable law, the dip lender's liens would attach only at it. the property, something like that? Yes.

Okay. Okay. That makes sense. So that is the only change since Friday. I'm happy to walk through any questions or any of the comments from the committee, but if you are familiar with the order that was uploaded last week, that should be the only change.

Okay. So yes, the core weave, of course, that was one of my questions, whether the core weave objection is still alive. As we just discussed, there are multiple motions for appointment of a consumer privacy ombudsman and at least one for an examiner.

Would the fees and expenses of a CPO or an examiner be included in a carve-out under the dip? The way it's structured right now is that it's debtor professionals and committee professionals. So, you know, I think we're certainly open to including

other state professionals if this person would fall within that. I don't know the state. any of your discussions and I don't want to interfere with the negotiations. Yeah, so right now we just have, we have fees in the dip budget for an independent representative. The way that our motion to appoint a consumer data representative is structured that it would be like an independent fiduciary. So their fees would be covered under the dip budget, but they're not currently in the car about. Okay.

Does the lender have a position on that particular issue? I don't, again, I don't want to interfere with the negotiation. I also don't want to create a situation where the financing causes a problem for next week if we can avoid it. Sure, sure. Good afternoon, Your Honor. Again, Robert Hirsch, Norton Rose-Folbright on behalf of the Diff Lender. I think our position is, as well, there is counsel correct. They're not in the carve-out as of now because they don't exist as of the time that the hearing.

Just the state professional committee, the usual people that should be. in the carve out or in the carve out. I think our position, frankly, is, you know, we'll see what happens next week. If they asked you in the carve-out, we'll obviously address that. If they are, there is a line item in the budget, so they would be paid to the budget. I see.

So they'd be paid in the ordinary course, even if they're not in the car out. Right. And again, we're not, I don't have authority to say they should be in the car out or not, because, you know, it's not an issue for the day. I did give you about 10 seconds to respond to my question. And that's usually more than I get,

so that's fine. And I appreciate that. But no, we'll address that, certainly, and we'll be reasonable to address that as a meeting. Okay, that's helpful. Thank you. Thank you. I think that's all I have. I think this forward council.

Yes, Mr. Duasn. Your Honor, we received at 9.30 this morning a screen snip of proposed language regarding the return of the security deposit. I just heard that it was actually in two places in the order. All I ask for is the ability to see the phone authority for it's submitted. Sure. But conceptually, we're okay with this. Okay.

Thank you. That's very helpful. Those are all the questions I had. Mr. Wilson, did you have anything to add on behalf of the committee? I don't mean to drag you up to the lectern for each of these motions. If you're satisfied, that's fine. That's just fine with us, Your Honor. Okay.

I think the committee's changes were reflected in order that submitted previous. Okay. Very good. Very good. All right. Well, in that case, I will grant the dip motion on a final basis and ask the debtors to submit an order. I'll make findings that notice was appropriate as efficient under the circumstances. The debtors have established that they're unable to obtain unsecured credit as an administrative expense. Entry into the facilities are reasonable exercise of the debtor's business judgment. The dip planters prepare to extend credit in good faith and should be entitled to protections of Section 364E.

And to the extent that 6,004H applies, I'll waive that, and it will be affected immediately. Do you need any additional findings, Ms. That's all. Thank you. Thank you. Next item on the agenda is the final cash management order. The motion was filed at Docket 12, and this is the debtor's request to continue their existing cash management system. The court previously entered an interim order for this motion, and the only changes since the interim order to the final order are just some comments from the committee, again, that were reflected in the version that was uploaded last week.

I'm happy to walk through those, or otherwise we would ask that this order get entered on a final basis. Okay. I think we picked up on the changes, which are pretty straightforward from the interim order. So, no, I don't have any additional questions. I will grant the motion on a final basis, and please submit an order. Okay, thank you. Next item is agenda three. This is what we're calling the PC obligations motion.

The motion, which is followed the docket 7. This is the motion to pay certain obligations related to the affiliated non-debtor professional medical corporations that provide medical services to patients through the debtor's telehealth platform. Again, the court entered this order on an interim basis, and there was just small changes added at the request of the committee, giving them some notice rights and adding them to the reservation of rights. Again, reflected in the versions uploaded last week. I'm happy to answer any questions otherwise. We would also ask that this order get entered on a final basis. Okay.

I have any questions on this one. I'll hear you there. Sorry, if you're on the WebEx, please mute yourself. The change is also clear to be straightforward. So I'll grant the professional medical corporation motion on a final basis, and please submit an order. Thank you, Your Honor. Next item on the agenda is number four, the customer programs motion, which was followed the docket number nine. This is our motion to maintain and administer the customer program.

and pay certain free petition obligations related to such programs. Again, on this one, we just added some reservation of rights language for the committee, and there was one additional paragraph in the version that was uploaded last week around just giving some clarifying language to one of the third-party retailers who sells the debtor's products. Is that Woot? That was Woot. What does Woot do? Woot is a...

Amazon subsidiary that sells products. They sell the kits. And then remit proceeds, less any commissions back to the debtors under the applicable agreements. Okay. So that's effectively an executory contract anyway? Yeah. Okay. They just want to clarify language that they can continue doing what they should be doing. And I think that's the only other change on that one. So with that, we would ask that this order also get entered on a final basis. Okay.

the clarity on Woot for which I thank you. I did not have any additional questions. I will grant the customer programs motion on a final basis and please submit an order on that as well. Okay. We'll do. Thank you. Next is critical vendors. This one is at docket number 15. This is our request to pay certain pre-petition claims held by critical vendors, 503B9 claimants, foreign vendors. all in the ordinary course of business. This one, we also just incorporated some comments from the committee, both to the order and to the form trade agreement that's attached to the order.

They're all included in the versions filed or uploaded last week. So I'm happy to answer questions. Otherwise, again, we would ask for this one to get entered on a final basis. Okay, thank you. I did not have any questions on the critical vendor motion. and with that I will grant it on a final basis. Please submit an order. Okay, thank you.

Just a couple more from me. Wages motion, agenda item number six. This was filed at docket number 11. This is the debtor's motion to pay certain preposition wages and benefits and continue those in the ordinary course. Again, with this one, the only changes were a few comments made at the time. request of the committee that were included in the versions last week. So we would ask this one to get entered on a final basis.

Okay, and having reviewed this motion in the order as well, I didn't have any questions on this, so I'll grant the wages and benefits motion on a final basis. And please submit the final version of the order on that as well. We'll do, thank you. Next item is the taxes motion. This is docket number 14. We're seeking authority to pay pre-petition taxes and fees to various authorities who collect them. On this one, we made a few changes to the final order that was uploaded last week. The most substantive is just increasing the amount because the debtors realized that they had some sales tax for pre-petition asset sales that they had collected but not yet remitted.

And it was not discovered when we first filed the motion, so that change was actually made at the company's request. The committee, I understand, is signed off on that, and we also added just a few cleanup changes at their request. But those are the only changes in that one, all of which were in the versions uploaded last week. Okay, so that was an increase from $482,000 to $6802,000? Yes. Okay. Does anyone have an objection to the increase in the amount of taxes that should be paid? And in particular, does anyone think the debtors should not pay the sales taxes that they owe?

I didn't think anyone would object to that. Okay, that was the only question I had flagged, and the explanation makes sense. So I'll grant the tax motion on a final basis. Please submit an order. Thank you, Your Honor. Next item on the agenda is the cruel retention application, as the claims in noticing agent and as well as the administrative advisor. The changes in this order,

which again were included in the versions filed last, or uploaded last week, were changes made after discussions with the clerk of the court following the first day hearing. I don't believe the committee had any additional comments on this one, so the version last week should be the version we're asking to be entered today.

I'm happy to answer any questions otherwise we would ask for approval of this one as well on a final basis. Okay, I didn't have any questions about the Croll application, and so I'll grant it on a final basis. Please submit an order. Okay. Thank you. And then the last one for me today is the insurance motion.

Docket number 13. This is the motion to maintain and administer the pre-petition insurance program. The changes in this order, were made at the request of the committee, as well as Chubb, one of the debtors, insurers. Those changes were included in the version uploaded last week, so we would ask for approval of this one on the final basis as well. Okay, I don't have any questions on this one, so I will grant the insurance motion on a final basis. Please submit.

We'll do. Thank you very much. I'm going to turn the podium over to Mr. Wallace. Very good. Thank you. Thank you. Good afternoon, Your Honor. Nathan Wallace in behalf of the debtors.

Your Honor, next, if we could take up the utilities motion, similar to the previous motions, there was practically nothing in the way of substantive changes. Your Honor, there was, I would point out, a small increase in the aggregate utility reserve that is contemplated by the motion. That went from $1,700 to $9505. And that is just a reflection of one additional utility service that was not initially identified, but later became identified.

But again, as with the other motions, the creditors committee had a few comments that we've incorporated in the order that was submitted to the court. There were no other formal or informal comments or objections, and we would ask that the court enter the version of the order that was uploaded previously. Okay. On the one added utility account, is that by agreement of that utility, or might we hear something from them further asking for more? I believe it's by my knowledge. Okay. I mean, it's not very much money, so I don't want to make too big deal out of it. But if they disagree, we will hear from them, I'm sure, and so we'll address that. Okay, very well, your own.

That was the only question I had about the utility motion, and so I'll grant it on a final basis. Thank you. Yes, Your Honor. We have the net operating loss motion. Your Honor, with this one, we received no formal objections. Again, we took comments from the Unsecured Creditors Committee, incorporated them in the version of the order that was submitted, and we believe that that order that has been submitted can be entered on a final basis.

So I'm happy to answer any questions Your Honor may have on that motion. Okay. That seems straightforward as well. Didn't have any questions on that. So I will grant the transfer NOL worthlessness motion on a final basis. And you said you've already submitted the final version of that. So we're taking care of there. Thank you, Your Honor.

Next, Your Honor, we have the case management motion. This is one for which we received an objection from the multi-district litigation class council. And I'll kind of go through their objection here. Your Honor, the multi-district litigation class council raised a couple of issues with the order. The first one has to do with paragraph 11 of the proposed order that we submitted. As to that, I think the class council was looking for clarity as to the notice procedure that's contemplated within that paragraph. So that essentially provides that for the class claimants that are represented by class counsel will provide notice to class counsel and that will sort of be imputed upon the class members.

And the objection raised an issue that there are putative class members that are not presently known by class counsel. So therefore they have no way of getting those individuals notice. And again, the debtor's intention was never for the class council to be straveled with a burden of giving notice to those individuals. And so we've proposed some language that would clarify that and would make clear that the class counsel's only burden as far as receiving notice would be as to those class members that are known to class council and not the unknown to the defense. class. So again, we circulated language and that may need a little bit of refining, but I think we can hopefully sort that out before a final version of that order is submitted to Your Honor. And then separate from that, Your Honor, the other issue that was raised in the objection has mainly to do with paragraph 13, where we provide sort of a mechanism for giving notice to

to pro se individuals who have a data breach claim that file something within the bankruptcy case. And we felt it was necessary to do this because these individuals may be a part of that putative class that are not presently represented by class council that then file their own claims. And I think, Your Honor, I'll note that this was not explicitly mentioned in the objection,

that this was sort of something that came up through subsequent discussions between the debtors and the class council. But I think class council's issue there is similar to the issue that they bring up within their objection that has to do with the bar date motion. And that issue is that we propose, we propose giving notice to those individuals

either through US mail or through email. And the reason for that is efficiency purposes, there could potentially be hundreds of thousands, if not millions of pro se individuals that file something in this case, I'm not saying it would be that many, but there's a potential there. And so the idea of giving those individuals service via email is to sort of alleviate the burden

on the estate to have to do physical mailing to each of those individuals if that if that class of individuals proves to be large but but your honor to sort of address another aspect of the objection that has to do with the bar date motion that was included in the case management objection by class council I think the issue class council has is with debtors potentially giving notice to class members via email and not sending out physical traditional mail to those individuals. And that is not something that needs to be decided

through the case management order. In fact, we've included explicit language in the case management order that says nothing therein, or rather I should say anything in the bar date order is going to control as to how the bar date order is served and how the claims are served. But Your Honor, just speaking to that bar date objection, there are potentially 7 million individuals that would need to have service mail to them that are potentially part of the data breach class. And the cost to administer that mailing would be between $15 million, the debtors estimate,

which would be a very massive drain on estate resources. So I think from the debtor's perspective, we're looking for a way of effectuating that notice in a way that is efficient and does not drain the resources of the state. And we're hopeful that we can come to an agreement with the class council on what that looks like. Okay, so is everyone in agreement that the noticing of the bar date is next Tuesday's issue and not today's issue? How the bar date will be noticed is an issue for next Tuesday, not for today? Is that right?

Absolutely. Okay. Because I did the language that says the bar date order controls, I did not pick up on that immediately, but there is in paragraph 22 the interim order. This doesn't supersede 2002A7, which would be. would cover the same ground, I think. So it does seem to me that exactly how notice of the bar date is served, sent, et cetera, noticed is an issue we'll deal with next week.

But the unknown class member issue, it sounds like, that is resolved or resolution is in the works? Yeah, I would say that's resolved in principle, Your Honor, just subject to us finding language to put in the order that is agreeable to class counsel. Okay. Let me hear from class counsel then about their views about where things stand. Thank you, Your Honor. Again, it's Tobias Keller, Keller, Ben, Indnity, Kim appearing on behalf of the class claimants.

So just to clarify the record on a couple of items, there is a settlement class that has been established by Judge Chin. There is a multi-discuitation. The matter has been tentatively settled and approved, and we had begun the process of implementing that when this case was filed. counsel referred to a putative class members. There are no putative class members. There are class members at this point.

And there has been class counsel identified there, they're my co-counsel through this process. And the issue is a significant one. We raised two issues. Frankly, we got this. We got hired, I think, 48 hours before we had to respond. The first one is fully addressed, which is so long as the order provides that,

class council is only responsible for giving notice and sharing information with the people who are contractually in contract with the class council, which is 31 plaintiffs, and the markup to the order, I think, largely addresses that. We can make sure that the language is proper. The second issue is a real Trojan horse, and we are concerned about it here. As council noted, there are in our class, loan in excess of 6.3 million class claimers. And on the one hand, the bargate motion is where this will really come to

ahead and we will be arguing that and are prepared to put that off. But the proposed notice here, which is what I think of as a standard notice motion, states that notice and service accomplish in accordance of the provisions set in this order shall be adequate in all respects person to the bankruptcy code. The bankruptcy rules in the local world. We don't know what notices are being given throughout the case. We do want to accept the bar date notice, but that's not the only thing we want to accept. The fact that our class, these are people who you couldn't imagine more intimate information.

I think this is the genomic information, names addresses, ethnic inclusion. The information had been taken from the debtors who would argue were negligent in maintaining the data. It has been published on the dark web. These 7 million people, it may be inconvenient for the debtor to notice 7 million people, but the fact that it's inconvenient doesn't mean that we can run roughshod over due process. These people are entitled to information. We have a simple solution, of course, which is to certify our class and allow us to file a class proof of claim. And then as your honor becomes familiar with where our class action is,

there is a detailed process that Judge Chen was deep. involved in in order to identify, fair it out, and give notice for class members. It is not a single email where they have to respond within 30 days or they're out of luck. So that is the bar date motion and we'll be filing our objection today and we'll be prepared to address that at the bar date motion or as some counsel suggests that maybe we just need to brief this class proof of claim issue separately. But in the meantime, in order that has an omnibus provision that says, that email notices, which are not authorized under the federal rules of bankruptcy procedure

unless there's consent, an omnibus provision that says that this kind of notice is adequate doesn't pass muster with us, Your Honor. I will stop at this point, but I did want to lay that out, and I'm happy to address any questions as poor has. All right. Mr. Keller, where's the particular language in the interim order that you're taking issue with? I'm pointing out in this case, paragraph 16, which just says the omnibus provision that says that an email notice, or the notice that are put forth in the order, which in the case of our class members would be a single email, are deemed adequate in all respect.

Okay. I'm seeing 14 in the interim order, but must be 15 in the final. Okay. Okay. Mr. Hopkins. Thank you, Your Honor. For the record, Christopher Hopkins of Paul Weiss, Rifkin, Morton, and Garrison proposed co-counsel to the debtors. Just a few comments on this, and I do agree that we can litigate this issue if we have to in connection with the bar date motion.

But just to be clear about what our proposal on this order provides. So there would be a specific carve-out that says except as provided by subsequent order of this court. And then we specifically call out the bar date notice. We call out solicitation pleadings because those are obviously important notices that need to go out more broadly. So the court's barred aid order, the court's disclosure statement and solicitation procedures order, those will expressly override anything that's in this case managed order by the terms of our proposed markup. And second, just to make the point about notice, because I think it's important that Your Honor hears it from us as the debtors and all the other stakeholders hear it as well.

The push for email or a mailing, due process is in. important. That may seem like a distinction without a difference, but it's exceptionally material in this case. And if, you know, I realize this is not in the record. If we need to, we'll put it in through a declaration from Kroll in connection with the bar date order. The cost of mailing a bar date notice to the data breach claimants is approximately between $15 and $17 million. It's about $2 a mailing times about 7 million people. You do that two times. We've used up 100% of the proceeds of the dip facility. And so we are trying to work with everybody to certainly provide as robust a notice program as we possibly could.

We want everyone to have notice. I think the extraordinary media attention makes it extraordinarily likely that a significant population of our customers and stakeholders are aware of the bankruptcy. On things like the Bardate Order, we do need to give, you know, we know who these people are, we can find them. We have their email addresses. If there's bouncebacks, you know, we can work with folks. on the subsequent mailing to ensure that we're doing everything we can to try to get people

notice in a reasonable way. But this is not just the debtors trying to, like, got you a data breach claimant. That's not our intention at all. But if we have to do one mailing in this case, we don't have enough liquidity to get to a sale property. And I think that's just an important reality, given the quantity. This case is somewhat unique, Your Honor, where we have a large class action of people who we know who they are because they signed up for accounts and we know exactly who was affected

through the forensic work we've done related to the data breach. You know, in an opioid case, you can rely on publication notice and other things because you don't necessarily know who every individual customer is. And so that is the balance the debtors are trying to strike here. And I think that, again, we'll come back to your honor and hopefully we can just work out language on this case management order with class counsel, but I think given the comments made, I just wanted to kind of level set and explain the debtor's perspective on these issues. Sure.

Okay. Has Mr. Keller seen the language you just described about acceptives provided in the subsequent order of the court? I know Mr. Keller is, I think we got a markup last night and we sent something back this morning. This is something I think, Your Honor, unless something on the team tells me otherwise, we can either work with them and submit a proposed form of order later today or if we have to, we'll just kick it to the 29th. I mean, it does seem to me that as to this order governing much more basic and routine noticing than the bar day plan solicitation, claim objections, those sorts of things that

might directly impact a particular creditor, there ought to be some language that will allow this to work, and then we can focus on those more specific notices and more specific regulations for them if we need to. Mr. Keller, have you seen a relatively recent version of the language that we're talking about? Your Honor, we have seen them. They arrived briefly before the hearing, and I wasn't ready to comment on them because I hadn't yet had a chance to share it with the clients. I understand the import of Your Honor's comments,

which is sending out an email is cheap and easy, and for relatively issues of relatively little import, There should be no need for a mailing. The issues around bar date, around plan and like, are very significant issues, and we are prepared to pass them until next week, or again, perhaps until a motion and briefing is done on our cross-proof of claim. But for all the concern about the cost of a mailing, Mr. Hopkins is right. We are very concerned about a gotcha, where you immediately winnow down our 6.3 million people to a few tens of thousands because they, They've become confused by public notices, but their claims have been settled in a class action because the emails are misdirected, because they don't know what to do with the emails,

because they don't have to value their claims. So I expect we can come up with common language that will work for general noticing, but this issue around bar date, the issues around plan and the like are ones that we absolutely have to protect our clients' rights on because this is the whole bar. Okay. Well, I think we are protected for today by the references to the various provisions of Rule 2002 that are already in the order, by the conceptual language that you've talked about subsequent orders of the court that set out more specific requirements. So I think with that, and I'll let you work on the exact language to make sure the parties are comfortable with that. But I think with that we have a basis for a final case management order, and I'd be prepared to grant that subject to you working out that language. language and recognizing that more specific things will be dealt within more specific orders later on.

Thank you very much, Your Honor. That works for the better. We appreciate the input of your comments, Your Honor. We'll see if we can get ourselves to a consensual form of order. Thank you. Thank you. I'll cede the podium from Mr. Risky. Your Honor, Mr. Duoskin and I are still endeavoring to try and settle the rejection motion.

Could we possibly pass it for a couple minutes while he calls his client and some other people? Sure. I was going to say it seems to be the same issue as the dip, but maybe it doesn't, so I'll just keep my mouth shut. They've raised a new issue today, Your Honor. Oh, there we go. Okay. Yes. Why don't we pass the motion? I would say, I believe we have the security deposit issue worked out. There's another issue that they're making some falls on right now. Okay.

Could we possibly go to agenda might as number 14, our firm's attention, Your Honor? Yes, let's do that. Thank you, Your Honor. Tom Risky, for the record. Growner, my firm has sought retention as co-counsel with Paul Weiss at the first day hearing. We went through how we're going to be providing up tasks and at duplicating efforts and doing everything we can to have this case work as efficiently as possible through whatever work we can. There have been no formal or informal objections raised to our retention application. So with that, I'd ask that it be granted as submitted to run.

Very good. I didn't see any objections either. Didn't have any questions for you. So I'll grant the Carmody McDonald application on a final basis and please submit order. Thank you, Your Honor. Mr. Hopkins will do the Paul Weiss retention application. Okay, Your Honor, I'll be handling the retention applications for Paul Weiss, my firm, Mollis, and A&M. So on the Paul Weiss retention application, Your Honor, which was agenda item number 15 and filed on the docket at docket number 31. we've received no objections, formal or informal. So unless Your Honor has any questions, I think we respectfully request that the form of order we submitted to Chambers via. I did not have any questions, so I'll grant the application on a final basis, and we'll look for that order and get it entered. Thank you very much, Your Honor.

So the next one is agenda number 16. That's the retention to retain MOLUS as investment bankers for the debtors. that was originally filed at docket number 29. Following the appointment of the committee, there were negotiations about MOLUS's proposed fee structure under their engagement letter, and the parties were able to reach a consensual agreement that is set forth in paragraph three

of the revised form of order that was submitted to the court, that was language specifically agreed to as among the debtors, Mollus, and the committee. I'm happy to walk through the modifications. It's helpful for your honor, but if you've had a chance to review the order, you can just skip to any questions you have and respectfully request entry to the order. I have reviewed them, and since they're consensual, I don't know that we need to go through in any level of detail,

and no one's jumping up and complaining they're not consensual, so that's a good sign. So with that, no, I'll go ahead and grant the application on a final basis. And if we don't have that order already, if you please send it in. The final, final version. And then the last one of the day from me is agenda. I am number 17.

That's the application to designate Mr. Matt Kavarda, Valvarez and Marcelis, the debtor CRO, and to authorize certain additional personnel from A&M to provide support services to Mr. Kavada. Same status on this one, Your Honor. We're not aware of any formal or informal objections. I would note for the record, there was language which added, I believe it's paragraph three of the proposed form of order that addresses the scope of the indemnification that A&M and its personnel are entitled to

ensure that it complies with the U.S. trustee's J. Alex protocol. So again, Your Honor, unless you have any questions for me, we'd respectfully request entry of the order. Okay, we'll look over here briefly and Mr. Flatsar. I have to stand up for something, Your Honor. I got all dressed up today. Yes, Your Honor, the comments Mr. Hopkins made her accurate.

I have reviewed the language they suggested, and it is acceptable to my office. Very good. And with that, I will grant the Alvarez application on a final basis. Thank you very much, Your Honor. I will cede the podium to... Good one.

Oh, actually, Your Honor, I think I would be seating the podium to either... for their retention application or for Mr. Rob Lemons at Goodwin. Whoever wants to go. Good morning, Your Honor. It's Robert Lemons with Goodwin Proctor. We're here simply asked the court to enter the final order on our retention as special counsel or as counsel to the special committee.

No objections were filed. The court had intervened order previously, so we humbled request with the court enter the order finally approving retention. Okay, and didn't have any questions for you, Mr. Lemons, so thank you. So I will grant the Goodwin-Proctor application on a final basis, and please submit an order if we don't have it already. Thank you. I believe that Lewis Rice submitted one yesterday, but if your chambers doesn't have a reason to have been resubmit. I think we do.

I think we do. Thank you. Okay, thank you. All right, and the Lewis Rice application from Lewis Rice? Your Honor, it's Mr. Lemons again. I'm not sure if anyone from Lewis Rice is in the courtroom. I think they had thought that our retention applications would be entered without hearing since no objections were filed. I happen to be listening to the hearings anyways, but I'm not sure if anyone from Lewis Rice is on as a result.

I don't see anyone in the courtroom from Lewis Rice. All right. Does anyone wish to be heard in opposition to the Lewis Rice? application and I believe we have a final order that we received yesterday didn't have any questions on that so I'll grant the Lewis Rice application on a final basis and we'll take with that order thank you I will let them now all right should we return to the motion to reject I'd like to your honor but I believe Mr. Dulaskin has another suggestion yes sir mr. Dulaskin

Your Honor, I have been sent a proposed order which has the debtor not only having the least rejected as a denated bankruptcy, which is just a breach, but also terminating the debtor's right to possession as a denated bankruptcy. in a normal case, the debtor moves out and returns the possession to the landlord, and that's how it goes. But in this case, we're the subtenants of the master landowner. So if the debtor rejects its possessory rights as of four weeks ago, then we've been trespassing. conceptually it doesn't make any sense for the possessory rights to be rejected retroactive. Tom quite properly is concerned about post-petition rent obligations to the master land. And I think I heard Mr. St. James say he was on the line. Maybe not.

Is that the same problem? property he said Matilda Avenue I just tried to call him left of voice if we can work something out with the master landlord so that our right to continue possession is jeopardized I don't care but as of right now if we reject if we give up our if they give up their possessory rights for weeks of that, then I don't know what that does for some weeks. And we actually have an agreement with the master's land, which is mean in the space.

But, and again, I'm local counsel. I don't have the depth of knowledge that the lawyer who hired me does, but somehow or another the concept of when the lease with the subtenant, the poor we actually begins. I haven't did make an error. So I can't let an order be entered rejecting the debtor's possessory rights because that dispossesses me.

So Mr. Risky, are you... Oh, go ahead. Mr. St. James. If I may briefly, Your Honor, there's really just two things to be said here. The first is that CoreWeave has an appointment agreement. This is, like most things in bankruptcy, a question of money. If the debtor is responsible for paying a month to rent,

or if poor week is responsible for paying a month to rent. And, you know, unsurprisingly, we think that the bankruptcy answer is what governance questions the bankruptcy rejection. So all of the case law on bankruptcy, consistent with our agreement with the debtor, at least up until four minutes ago if it's changed, but up until four minutes ago, bankruptcy law says basically you can reject as of the date the order is entered but you're

obligated to pay rent through that date and that I think is the Burrval case in the 8th circuit and it's at home in the 9th circuit and there are cases in Delaware and Southern District in New York as well or you can retroactively reject but retroactive rejection means you to render possession as of the rent. interactive rejection date, which is, as I say, what our understanding would the debtor have been, at least unless it's changed very quickly. And that's fine by it. Then Mr. I'm sorry. Then Corweave has its rights under the SMA.A.

We're not here pestering the bankruptcy estate for essentially $1 million. It's $1 million a month of rent under the master lease. and we all part company the way we thought we were going to part company when we got the motion that said we want to reject retroactive as of the petition date. And we sorted out, as as well already been suggested, with Cor Weave based on the S&A and their appointment agreements. But, you know, this idea that suddenly at the very last minute, we are suddenly retroactively going back in time

and somehow that will permit. the landlord to exercise I don't know what based on some theoretically some theoretical trespass is that's why we don't have hearings at the last minute I think oh all right everyone hold on there so I'm learning there is an S&A presumably that's been in place for some time right there's a there's a there's an attournment agreement it was basically the consent to sub lease included in torments was an tournament okay have Have the parties, aside from what the lawyers are doing here today, have the parties worked out who is going to pay the rent for the last month effectively?

Do the parties know the answer? No, Your Honor. That's what this is about. Well, I know. The landlord, Your Honor, if you approve our rejection of Mr. St. Jameson at least today, we have an agreement that we're done. That's the value we're trying to protect. they will not file an administrative claimant. Okay.

I guess what I'm asking is, has Corweave already acknowledged that they need to pay the rent for that month, roughly month period? Mr. DeWoskin is not in the loop, and I understand that. Correct. I can't. I can give your honor. Go ahead. Yeah.

The full story is. File this motion for retroactive relief on the petition. Because Mr. St. James, we didn't seek expedited if it went on regular notice. Certain parties filed objection. We're adjourning one today that has a substantive objection. Corpire filed an objection related to the deposit. Since the first time, Correwee popped their head up in this case,

it has been, give us our deposit. My answer has never been no. It has been, I think that makes sense, but let's work out set-offs because you have not been paying rent. conceptually we were moving in that direction until the past two days it has changed to saying hey there's something in the lease we don't think we owe rent just give us the whole deposit back just give us the whole deposit back and then as mr. st. James said today they're just looking at the order for the first time complaining about retroactive belief when the

debtor has worked with mr. St. James in this point to get out do everything we can to make it clear that this property was properly surrendered prior to the petition date so we can effectuate this retroactive rejection by his consent and move forward. So they haven't even filed an objection on this issue, Your Honor, and I think we have conceptually an idea we'll just escrow the security deposit until further order of court. I'm confident we can get that worked out in short order, but I don't think adjourning this hearing for them to articulate this objection that they've had over a month to articulate

is in the best interest of this estate. We have a great proposed resolution with the landlord who has a potential sizable administrative claim in this case and we haven't even gotten to the business justification of all these rejections, Your Honor, but I'd be fine with adjourning this for a couple minutes of Mr. Duoskin wants to call him,

but I think we have to move forward on this, Your Honor. So just so I'm clear, the KR Optec, that's a different property. I'm totally unrelated to this. Correct. So Mr. Duoskin? Your Honor, again, being late to the game, I don't necessarily have all the facts. the concern expressed to me was if the possession is relinquished retroactively that I don't know if we have an agreement with the land we owe rent for March the 23rd through today or the future however long the lease lasts I still don't know how to turn this off so if it's just a of money and where it goes, that's fine.

My concern is I understood it from a police lawyer was that it would in some way jeopardize our continued occupancy in the space. So as long as Mr. St. James is saying your occupancy isn't at risk, just pay us the rent, I think we're okay with it. Okay, Mr. St. James, that sounds like a solution that your client would be acceptable with, I mean, would be agreeable with. Isn't that the case? If Corwee is responsible for the rent, so you're not suggesting they don't have the right to possess the property,

either retroactively or going forward because there's an appointment agreement, right? Well, you know, there is an appointment agreement. It's basically when they have to start paying us and what they have to start paying us. Now, obviously, if they say we're staying here but we're never going to pay you, then that does affect possession because they aren't entitled to stay there without paying. Of course. But short of that, we agree. It's just money.

And they shouldn't be able to hide behind the debtor and say, we're not going to pay you, even though the debtor's not going to pay you even. Okay. Well, Mr. Duoski just said his client acknowledges that they're on the hook from March 23 forward. So I think that... So do we pay the debtor, whether we pay... Yeah, you'll figure out whom to pay it to... And if you pay it to the debtor, the debtor's got to pass it along, of course.

Okay. Okay. So I think everybody's on the same page then. So, all right. So we're going to continue the motion as to KR Optech LLC to next week at 130, next Tuesday at 130. Yes, right. Okay. I will then grant the motion as to other properties, other executory contracts, everything else involved in the motion besides the KR.

Optec, effective as of the motion date. and for the reason stated in the motion. And so the Correith objection as to the deposit has been resolved or will be resolved by language that you all will come up with. The Corrieve objection as to the potential for trespass, et cetera, is resolved by the landlord's acknowledgement that Corveeve has the right to stay as long as the rent gets paid. And that seems to take care of us.

So I think we're all set there. Thank you very much, Your Honor. May we have the language in the order that was agreed upon? That the debtor's rights of possession terminate as of the petition date? Yes, that's fine. Yes, that's fine with Mr. Gwaskin as well. So I think we're going to forget there. Okay.

Anything further on the motion to reject? Nothing, Your Honor. Okay. That is the end of the agenda. Anything further from the debtors? For the record, Christopher Hopkins of Paul Weiss have been We're in Garrison now, co-counsel is better. You drop the proposed.

Right, right. I think that's all we have. I'm sure, you know, Mr. Risky will coordinate with your chambers, you know, if we may need more time for next week. Sure, sure. We can handle that. But otherwise, you know, we'll be back in a week unless Your Honor has anything else for us. No, I don't think so.

Anything from the committee or other parties? Eric Wilson, Kelly Drive, proposed council committee. Nothing further from us, Your Honor. Okay, very good. Well, thank you again, everyone, for working out so many of these issues and simplifying today's hearings. And we'll see everybody next Tuesday. We'll be adjourned. Take care.