American court hearing recordings and interviews - 9/13/23 hearing audio in the Prime Core/Prime Trust #bankruptcy, Delaware case no 23-11161, #crypto - (hearing starts approximately 6 minutes into audio)

Episode Date: September 16, 2023

official publicly available audio

Good afternoon, everyone. Please be seated. This is Judge Stickles. We're on the record in Prime Corps Technologies, case number 23, 11161. Good afternoon. Good afternoon. And also, thank you again for shortening time procedures. With that, I will turn it over to Mr. Avon to walk the court through the motion. Okay, thank you.

Hi, Your Honor. Good afternoon. Darren Azman, McFarman-Lan-Emerie, proposed counsel to the getters. Your Honor, as I discussed, with you at the first day hearing there's really only so much cash from this estate to support a chapter 11 process and we only have so much time so we're moving fast quickly not just on the sale process but as we'll talk about in a little bit of plan timeline which i think the committee generally agrees with as you probably read in their limited objection and really isn't everyone's best interest just in this quickly since the committee was appointed we have been working closely with them they've retained advisors council and a financial advisor and that also involves discussions on the plan process. As you probably know, we filed a plan and disclosure statement on Friday last week, and we're seeking to have that heard on an expedited timeline.

While we ordinarily would have liked to have had a discussion with the committee before filing a plan, like we typically do in every case, we didn't have that luxury here just due to time, and that's really the only reason. We, of course, intend to engage with the committee and their professionals on a plan, And to that end next week, on Monday, actually, we're having an all-hand meeting in person in New York at our office to discuss, among other things, the plan. And so I'm hopeful that will be a productive dialogue with them. Unless Your Honor has any questions, I'd like to move forward with the only item on today's agenda, which is the bid procedures motion, as well as the two objections that were filed, both of which, by the way, I'm happy to tell you, are fully resolved. So I believe we're fully consensual here today, so that comments that others may have.

may have. Okay. Thank you. Your Honor, I first like to move the declaration of Albert Chow's evidence. Mr. Chow is a managing director at Galaxy Digital. Galaxy, as you may recall, is our investment banker for the sale process. Mr. Chow is just seated over here and is available for cross-examination. Your Honor, that declaration was filed at docket number 98.

Does anyone object to the admission of the Child Declaration of Document 9-8? 98? No, Your Honor. Robert Stark and Brian Lerdenick proposed co-counsel to the official committee. I would ask for an accommodation for this go-round and going forward for only as well. Just as a policy matter when we're dealing with declarations and evidence submitted in writing, our general request is often that it would just be for the particular contested matter and not have any impact going forward for other others. Okay, the child declaration is for purposes of today's bidding procedures motion.

motion. Let me ask, does anyone wish to cross-examine Mr. Chow regarding the content of his declaration? Okay, I hear none. The declaration is admitted on controverting. Thank you. Your Honor, the bid procedures are relatively straightforward. I'm happy to walk through any aspects of them. 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. A revised order and a big procedure, so I would appreciate you walking through it and resolution of objections. Sure, yeah, we put it close. Let me just grab a red line. No, no, I was in court all day. So. Do you have a redlining?

I do. Okay. We also, by Vitrex as well as the committee, we resolve the issues with, before I go to the red line, we resolve the issues with the U.S. trustee and BitTRAX through modifications to both the BIT procedures and the order. Similarly, we resolve the committee's objections the same way, but there are two other pieces of our resolution with the committee. And I'll get into this in a bit in more detail. First, they've agreed to support a revised plan timeline. And again, I'll walk through that in a moment. And I know that's not on for today, but it's just part of an overall resolution for at least this piece of the case. And second, they've agreed to not oppose Galaxy Vigil's retention as an investment banker if we make two adjustments to their proposed fee.

So again, let me maybe just start with the red line and then I can come back to the two sort of pieces that are not in this revival order. So let's start with the bidding procedures, if that makes sense. I'm going to skip over anything that you probably don't care to hear about, including the change from the release of Houston division on the first page. So on page two of the red line, he added in, we moved this date just about October 3rd. I think it's just it was out of order. The footnote here is important. This is the prox of one of our resolutions with the case. committee. Basically what it says is that as is typical in bid procedures, the debtors can modify

anything they want including the schedule. But if we are going to modify the schedule, we're going to give them notice. And the sort of guardrail that we've agreed to here is that this case will be over before the end of the year. And if for any reason we want to make a modification to this timeline that is going to push this case, push confirmation out beyond 2023, then we've got to come to come to the year. then we've got to come to the court and talk to your honor about why that makes sense. And they'll, of course, have their opportunity to oppose it. Okay. But if the court consent to it, but if there's not agreement. So that's basically what that's put them in the case.

And I appreciate that the debtor and committee are working together. On page four of the red line subsection C, this was in response to a comment by the U.S. trustee. We originally were going to require some enhanced diligence for bidders to provide before we gave them access to the data room. And the US trustee asked that we removed that and we had no problem doing that. And again, thank you also for working with the US trustee. I think most of the rest of the comments, and I'll just continue to put through, are just committee consultation rights, which are again our typical and bidding procedures here,

including at the bottom of page four, getting copies of the bid documents, and please stop me if you want me to pause on any of these. Page five at the top, we wanted to protect the identities of the bidders. So basically the committee will be able to share with its constituents, the structure, economics, basically everything about bids that are received. The only thing they cannot share unless we agree to it is the identity of the bidder. Based on our shared experiences in other cases, there are inevitably leaks of information, and that's the last thing that we want to happen in this short and sale process.

Page six, all consultation rights. Page seven has just additional language on the stalking horse designation if there's going to be one. Okay, this is a topic that I had an issue with. So you, okay, I, one of the concerns I had was that I would not prospectively approve bidding protections. And so it looks to me that you've,

You've modified that to require both a supplement, whether that be a notice or some type of supplement to your motion, as well as a declaration in support of the relief song. Is that correct? Reading this quickly, that's how I read this. Yes. Yes. Okay. All right. And that's, you know, since the allowability of breakup fees and expense reimbursement like other administrative expense depend on the requesting parties of business,

to show that they were fees were actually reasonable necessary that is why I cannot do it in advance so I appreciate that this is consistent with the practice in this district and I will set an expedited hearing if one is necessary thank you on page nine in the red line this is so section 8 we just clarified that by submitting a video agreeing to service a backup better I think that was clear elsewhere but I think that's a very important provision it is particularly from other crypto cases that we've been. Page 11, page 12 is this cleanup. Page 13, this is another request, I believe,

by the U.S. trustee changing the five business days to 48 hours. Okay, and that's not, that's more consistent with our local rules and practice, so that's acceptable. Page 17 is done. So those are the procedures, unless your honor has questions,

I can move on to the order. No, I just bear with me one second. I'm looking at the fiduciary out. Okay, understood. Yes. Okay. Not seeking the big protections as we discussed, so a lot of these changes are in that vein, including on the first page.

Page 3, page 4 of the red line footnote, same as what I mentioned before in terms of the guard rails around the length of this case. Same changes to the timeline on page 5, page 6. This just sets a more definitive deadline. This is a successful bidder. This is a nice modification. Which one? About when you need to identify. Yes.

Thank you. Paragraph four is a new addition. You'll probably remember that there is a lot of discussion about what is property to be stated and how we're handling that. This is to resolve the objection followed by Dittrex. They just wanted to make sure that to the extent we're selling assets, We're not selling anything that's not property of the state. And effectively what this does is preserved.

Everyone's rights to come in and argue that something is not property in the state. How does that impact the bids? I don't think it impacts the bids at all. It's a complicated question, probably better answered by the investment bankers. But from my perspective, this is not a case where a bidder is really placing a value on buying, for example, Bitcoin. We're not going to sell Bitcoin from the estate at a price other than what a bidder is really placing a value on buying, for example, Bitcoin. We're not going to sell Bitcoin from the estate at a price other than what. at a price other than what it's trading at.

And so it's almost like buying the assets on a cash free basis. I don't ultimately know whether those assets will be transferred to a buyer. That's really something to discussions with the various bidders, but certainly it's something that's at the front of our mind in terms of how we're going to structure a bid. My only point is I don't think it's going to drive the process,

right? Because really what we're talking about in terms of value of this company, the technology, the licenses, not really the, you know, the Bitcoin or the other tokens that the company holds. Does that make sense, Your Honor? Yes. I just looking ahead where we're going and what potential issues arise is really my concern here. Sure. And I appreciate

the objector's position, and I appreciate this as being a way to resolve it. I just want to make sure that it's not something that could chill bids or blow up the process. Understood, Your Honor. I don't think that's the case, And what I'll tell you is that since day one of this case, really before we filed one major work stream in this case is trying to figure out what is property in the state and what it's not. This case is a little different from the larger crypto cases, even though it's smaller. It's actually in many ways more complicated when it comes to property and estate issues because this company had many different agreements with its customers that say different things about how property is going to be held.

And the way in which they held it is also different in many respects from the other cases. So it's a complicated question, but it's definitely on the forefront of our mind. It's something we're talking to the community by it as well. Okay. Thank you. We rest on page seven in paragraph seven is consultation rights. We just mentioned the rest of the changes on page nine are conforming to what we discussed in the procedures. And made some modifications to the assumption of contracts procedures just to give the estate a little bit more flexibility. I'm given the timeline here.

I'm just concerned about there's ability to fully diligence contracts. There's no Southern District of Delaware, but I'm sure it would be lovely if there was. There's a southern Delaware that's lovely. Page 13, just additional clarification on the same contract procedures, you know, exclusive. So that's everything that we've modified in the procedures and the order, Your Honor, that resolves as we understand it, the U.S. trustees' objections, as well as those filed by BitTex in the committee. I'd like to move on to talk about sort of the two other pieces of our settlement with the committee. So as I said, the UCC has also agreed to not object to Galaxy's retention if we make two changes to their engagement.

This is obviously a little strange. We don't have a retention application on file for any of the professionals yet. Okay, I was going to say I hadn't seen retention application. And you wouldn't have seen it. And this agreement is only binding on the committee. and although it's a little bit strange because there's no retention application on file, in many ways it makes sense because both the committee, the debtors, and Galaxy, wanted certainty about, you know, what the economics of the sale process are going to be.

And so, you know, we all agree that it made sense to resolve this issue now. And certainly other parties' rights are reserved. Your Honors are going to need to review that retention application and make a decision on it. But this is just the committee agreeing to support or rather not oppose Gallagher. retention subject to two important changes which I wanted to read into the record. The first is that again you don't have the engaged letter but there is a dip financing fee as you might expect an investment banker engaged a letter that is going to be removed entirely. There will be no dip financing fee component for Galaxy to the extent that we pursued

dip financing and we may very well do that. It's going to be a topic of another discussion with the committee and we'll have to come back to that. for that. The second, Galaxy's engagement letter has a minimum transaction fee structure. Again, as you've probably seen in many investment bank or engagement letters, the fee is $2 million. And right now the way it's drafted is that that is payable no matter what happens.

It's probably the easiest way to put it. Whether there's a plan confirmed, whether there's no plan confirmed, whether there's a sale, whether there's no sale. The committee had some issues with that, And the agreement is that for the scenario where there is no sale, whether it's under a plan or whether it's a 363 sale, but anything else, that minimum fee will be reduced from $2 million to $750,000 or stated differently if there is a transaction of any kind, of any kind, the minimum fee will be $2 million. And so those are the two changes that we've agreed to make, that Galaxy has agreed to make, an exchange. for resolving this and again the committee is agreed that they will not oppose the retention application and my understanding is that the committee members have voted and support that the next piece of the deal with the committee again not related

really directly to the bidding procedures relates to the accelerated plan timeline they have the committee has agreed to not oppose our accelerated timeline with some revisions we will file that in advance of the conditional approval hearing. I don't want to go through all the dates, much Your Honor would like me to do that, but we've pushed out some of the dates to give parties more time to object if needed.

And I think ultimately where we land is a confirmation hearing on November 9th, of course subject to Your Honor's calendar. And so I'm not asking Your Honor to rule on any of this right now. I'm just telling you that one of the issues they raised was what the timeline looked like, the committee's agreeing for some revisions of that timeline and that's what we're going to move forward with. So, Your Honor, with that, I'll cede the podium unless you have any questions to Mr. Stark.

I'm sure he'd like to make some remarks, and Your Honor may also have some questions for him. Okay, thank you. Thank you, Your Honor. Stark. Robert Stark, with Ben Silverberg from 11th, Mr. DeLette Lernerner, and Ms. Mr. Lowe and Ms. Mr. Starrant, we're co-counsel, proposed co-counsel, we're stirring a little bit, right? now the case in a screen discussion on compensation or gals. So you're going to let the smarter people figure out while I'm

a billabuster for a minute or two, I don't know. I did want to say only a few things. I want to introduce the committee. We have a seven-person committee. We've invested, smart people. Second, I'm going to offer the court a little bit of perspective. Right off the bat as far as the case that is a little bit of a little bit of it. No, no problem.

What the committee, as we sort of very loosely put in the paper, we don't really want to start in this sort of battling off the bat. But our perspective is pretty thoughtful, analytical, smart, chapter 11, but efficiencies, and here's what I mean by that. You know, we do with your cases all the time, but this is a crypto case. This is a crypto case.

The lawyers here have done every single one of them. You have in these two lines here, every single crypto case in the past several years, in one facet or another. So we've seen it all. And here's, I think, what your honor can know from that collective experience. I'll be disagreement, but I doubt it.

Chapter 11 does not work well. And maybe that's the regulatory space that still remains very vacuous. and so getting transactions done in that sort of environment is risky money. Maybe it's that the industry has not yet matured to a point where its first sort of throws through Chapter 11, it understands what that means.

Or maybe it's the inherent anti-government spirit of the industry itself that means the contracting, the resolution of issues, in fact, the business running before we got here, different than what we've been doing for decades. But it hasn't gone by then. And it hasn't gone very well in part because cases have pursued in stacked format. One strategy, then a different strategy, then a different strategy.

Each one costing an enormous amount of money. Pursuit this way, pursued that way. And yes, in Voyager, if you don't get that backup, there's something bad may happen. If a Quindex article shows that your bidder is maybe not keepable closing, you don't have that back of that way. We're all veterans of that. We're also veterans of seeing an enormous amount of administrative expenses that we have to go back at the end of the case and say to the constituents

it was worthwhile. And I'd say maybe it wasn't. This case is going to be there. This case is going to not track that for a couple of different reasons. Number one is we're all the little bit of cow was from all we've seen in the other case if we've learned a little bit. Number one, number two is we're not a typical crypto company. What the courts have seen in Delaware, New Jersey,

and in Houston, and New York, are brokerage houses. Banks, hodgepodge, mining companies. We're a custodian company. That makes our business processes different, because when people put their currency in one form or another with the debtor, it's supposed to be essentially held in custody, not subjected to brokerage risk, normalized bankers.

So it should be streamlined, except they may not fit. We find out now that things were not necessarily Cotia, pre-petition. Hence out, Asians in Nevada that get that house management, bringing the receivership, now that receivership is migrated into a new board of directors, and now we leave the receivership into Delaware Chapter 11, but we don't have an operational business

because Delaware shut us down and ceasing the sister order. Nevada. Oh, power. And now he's going ahead. So Nevada told us to stop doing business. So we're not running at 363 process of an operational business, we're a bundle of states. We need to move quickly.

For another reason, we don't have any money. This case is not funded very well. But actually, that's a useful organizing principle of this chapter 11 case. Let's get on the same page. Let's not fight with one another. they were doing an old week of the bank. So there's all these crypto cases.

And again, since we have very shared experiences, we can actually sit and meet in the middle relatively quickly, and that's so far as been part two weeks our experience so far. Yes, we follow our objections saying, well, we want to know the speed and we want to know the costs of running things, and we want to do them not in stacked formats, but in parallel lines of work streams.

Run your plan process, that's good. Run your MNA process, that's good. But don't let one seek ahead of the other and get this case wrapped up before we get to 2024. That's a first and a crypto bankers. Let's get the costs so that they align ourselves in terms of incentives. I'm sure there are people that don't like what we ask for in terms of negotiation dynamic, getting the 2 million feet. Very sure people do. But we said, look, we've got to get this done right up at the forefront of the big procedures.

What is the cost of this process? Because I don't want to be two months into this. and then we're in front of you saying, I don't think that the structure is appropriate. And somebody gets up and says, you've evacuated, you're back, we asked, you're stopped, you waived it. Get it done now so that we have rules of engagement so that we don't have problems going to trouble.

That's our perspective. Technical matter on the Galaxy is that, just to be very clear on the technical point, the committee, we don't have a problem with Galaxy at all, they're quite good at what they do, right? I don't have a retention application, so I have no view on disinterestedness, conflicts of interest things along those lines. All rights reserved on those issues. All right, so thank you, Your Honor.

All I'm saying is that in terms of the compensation structure that we've negotiated, this is acceptable to the committee as it needs to move forward, and we will not come back and visit that. But I don't know that. Of course, take a few minutes. Do you need more than a few moments? Do you want me to leave the room? I don't do so. Okay. Why don't we, um, ten, fifteen minutes?

Oh, I don't think we need that much. Okay. Take 10 if you have to have the comfort break take during the time too. And we'll just reconvene at 10 or 4. Thank you. Thank you. Mr. Stark. We're freighting over small dollar issues, which is probably a good thing in a way of everything itself.

But it's a burden on the court, and I apologize for that. I'll tell you what the issue is, and I actually think it's will resolve in a non-issue from Mr. Adler. And he'll tell me if you disagree with something online. Okay. So the deal on the $750 versus the $2 million. And I'm not used to see financial advisor with bankers running the process getting a success fee, let alone a million dollar one, if it is a failure of that a process. But their monthly fee, when we have the actual engagement with easier for your honor to see it, they'll tell you what it's saying. No, you could tell me because it's not performing technically.

Your Honor, their monthly fee is $100,000, but for the first three months of the case, it goes down to $25,000, and that's very reasonable, from a market perspective. So. But the percent of, forgive me, right. No, I just, so, I'm true, I don't, this case recently filed like a couple weeks ago, right? We haven't even had it second days. So it's September, October, November, basically. Right. Okay.

And Your Honor, again, our joint vision for this case is that we'll be largely over once we get around December, right? So that's actually a very reasonable from our perspective proposal to make on a comparative relative basis. The percentages that you normally see for bank of raising capital or transaction amounts, sort of aligning interests, a little bit elevated from a market perspective, but given the nature of the case and how reasonable their VA on the monthly fees, that seems like a instant spot.

Here's where we sort of fall off the rails, and that is the $2 million gets paid, even if this pace crashes and burns. Nothing productive comes out of the MNA process, and it's a liquidation, plan of liquidation, but it's really a job of seven. That's where we said, listen, a couple million dollars to run the option play

doesn't seem like a good trade. Okay, so the negotiation was move it down to 750 and we would support those economics. And they agreed to that. So in the idea, in one scenario where the M&A process does not produce anything that's value of credive to the case, they would receive the compensation of 750 plus those monthlies, and that's the 28A, they would be entitled to that. That would be effectively their minimum. It's not perfect from our perspective, but it's reasonable enough than we thought that that was a lot. workable solution so that option could be run,

and something that was. But, and this is where we kind of had a little bit of scurring in the way that Mr. Asman praised it was, if there's a transaction, no matter what the transaction is, they get $2 million, not to $7,000,000 to $750,000. And we said, well, wait a second now. Transactions are often defined as a transaction. It's a circular and a plan of your organization,

even one that's a liquidation as a transaction, and so therefore we end up having gotten snuckered by agreeing to $750 to be $2 million, even if nothing productive happened that the M&A process and the plan toggles to that liquidation. Wait, wait, wait, that's not the deal. I think it really boils down to this. And hopefully this obviously, it's possible to go.

And I hope that this will be. But if the Fagnan M&A process does not succeed in the form of generating goods that is consummated in a 363 order or a plan produced a result that is actionable as a sale transaction, in one format or another, right? That's a 750 scenario. If there is a transaction,

I don't use it a circular money, but if there is something produced through the MNA process that yields value, and more than the $2 million that we're going to be paying on, well, of course they get the $2 million. They would value accreted, and they should get their minimum funds to the $2 million. meaning yield value such as a 363 sale or a plan that has a sponsor has a funder has a buyer

and we toggle under the plan and there's more than $2 million of incremental value brought to the table because of their efforts that's an easy scenario too they get their $2 million where we fall into the gap space is where there is some form of outcome That is the product of their efforts, but is somewhere between the zero and the two million. We sell some deck shares on the Titanic, and we made a million out of it. That's not a very good outcome, right? Why would they get $2 million for the $1 million of $4? Now, I think the solution, because, I mean, how many angels can we put on the head of the thing today?

I had a bid-proceed this hearing when the retention application is not even before you're on. Right? is that there's an element of self-help in all of this. Galaxy of deserves certainty. They need to move forward today knowing that. We're not going to draft up an engagement letter in a case of this size that's 40 pages long of every float and a free of them. But the one thing that we do have here, and it is a saving grace,

is the fact that the company has filed a plan, admittedly, without discussing with us first, to keep the calendar to get us out of bankruptcy by U.N. We're the only impaired accepting class. They're not going to confirm a plan. and cram it down on it. In this case, it's thin. They don't have it. So we're going to be talking in the days ahead.

Monday. Monday, you're meeting, I recall. Yeah, and we're going to sit and we're going to talk about these things. Obviously, if there is a plan toggle that anticipates selling some chairs off of the Titanic for a million dollars, we've got to pay $2 million, we're not going to be supportive of that plan toggle. So I'm assuming that the self-health regime will be under that scenario, That plan is not going to move forward, at least with that toggle and we can resolve it that way. We don't need to hold up the big procedures and Galaxy can have its surely moving forward.

But I'll see the putting back to Mr. Huff and see if I have stated we know whether it's tested. It's a little unusual, right, because we're not asked. I can't ask you to adjudicated dispute we have. It's not before you. And so I came for purposes of today, after the hearing, I really need to speak with Galaxy, because I think where we are aligned is just to repeat Mr. Darkswords and we'll have to stand up again if I get it wrong. But we are 100% aligned on all but one scenario. We are aligned that if there is a Chapter 11 plan of liquidation and no sale of any kind,

whether under 363 or under that plan, then it is $750,000 for the minimum. We are aligned that if there is a conversion or a dismissal, they are on their $750 minimum. We are also lined where there is a sale, whether under 363, otherwise a plan sponsor arrangement, anything that generates proceeds in excess of $2 million, then they get their minimum $2 million fee. And again, I think where we're just, we're struggling to come up with all the parade of horribles, and I think that's probably the most typical thing. I don't think it's so much of the disagreement as opposed to frustration

and not having a simple solution to address it, but the zero to two area. but there may be scenarios in which they produce a sale at 1.8 million for the whole company, and he did all the work to do that. I'm not, I don't think Mr. Stark is saying today that definitively we wouldn't get it, but he's saying that's an area where he's not sure that makes sense, and I understand that and appreciate it. So I think for purposes of today, we're as aligned as we're going to get, and I'm going to talk with Galaxy to see if we can come up with something specific and concrete,

because certainty is what everybody craves, including me. And so, I don't know if it's going to come in the form of stipulation or anything like that, but for the purpose of today, I don't think I can ask you to really do anything on this other than listening to us. I don't think I can do anything today. And let me also add, I mean, there are other parties who may express interest in the issue. Absolutely. And Galaxy is aware of that. So with that, Your Honor, I think we're okay unless you want to correct anything.

You know, look, you're very talented lawyers and you have a worthy adversary. I'm sure you all will reach an agreement on something. I think so, to your honor. With that, I believe that's everything. Your Honor, I'd like to revisit the plan and disclosure statement that we file it. One, Mr. Stark and the committee are supportive of having that hurt on short notice. I believe that's before, Your Honor. I was hoping we might be able to get a date.

Oh, that's a good point. You know, I apologize because I was kind of waiting to, I think, to hear back from the committee and I got tied up on other matters. I will say my calendar is really ugly for the rest of the month. You filed at Friday, right? Very late, I think, at 1159 maybe. But yes, Friday. And I think you were looking for it, like on the 20th? I'm talking off the top of it.

So as part of this resolution, we're moving some things out. So what we're looking for for the conditional approval hearing date is Monday, October 4th. Oh, October 4th is the date. I just think I got that. Well, I'm sorry. I thought you wanted a hearing on your solicitation procedures, correct? Yes. And so you're looking at the 4th?

Yes, October 4th. Oh, I just gave that day away for a trial. Could we do the first? Could we do the fifth? The fifth is anyone open a holiday? The fifth is not a holiday. It's a Thursday. The ninth is a federal holiday.

And the 25th is a Jewish holiday. Mr. Cootie, is that okay with the U.S. trustee? Because I know the U.S. trustee had raised issue with shortening notice. But at this juncture, I'm not sure that's shortened. Yes, good afternoon, Your Honor. Joseph Cuddy for the United States trustee. If you have an interim disclosure statement hearing on the 5th of October, I don't believe that shortened. Yeah.

So we would be fine with that. Okay. Mr. Lugano, I'm going to have to ask you to move another hearing. But could we do 2 o'clock? Let's do 2 o'clock when October 5. Well, we're talking by, let me just count days for a minute here. I agree. I don't think of that short.

any longer. We could just schedule it. Just schedule it. Okay. If it is shortened, I'll orally approve the short notice, given the consent of all the parties. But it looks to me like it's 22 days out, so we should be okay. You'll get that notice like today? Okay, thank you.

Okay, did anyone else wish to be heard with respect to bid procedures? Okay. take it that all objections have been resolved no objector wants to be heard if you do I know there are people in Zoom now is your opportunity okay hearing none I'm prepared to enter the revised bid procedures order with a few modifications I'm satisfied based on the facts and circumstances presented including the child declaration which has been admitted into evidence without contradiction that entry the order approving and authorizing bidding procedures will facilitate

facilitate a process that maximizes value of the assets. Also, the timeline is revised that has been laid out, given the lead up today and the processes as is expected to go forward, is sufficient and appropriate to implement a sale and marketing process that, again, will be designed to conduct a process for a value maximizing transaction. So with respect to modifications to the proposed form of order, and I'm going to have to compare it to the order that I looked at earlier. I am going to work off your red line and I'm going to work off it simultaneously with my other

comments. So I want to make sure, I had asked that, I had commented in my notes. I was good I asked you to change your title, but I see that you've done that. paragraph I was going to ask you to delete what you have done. With respect to the deadlines, the committee is in agreement with the proposed process time deadline. Does the United States trustee have any comment? I assume you do not.

Okay. I have an issue with October 13th for sale hearing. If there is one, I am not in town that week. So I believe when I first looked at this, I was looking at, would October 18th work? That's three additional business days. And I can give you any time that you want on the 18th.

Yes. I didn't realize that's NCBJ. Yes. So I think a number of us will be there. So that's a good idea. Okay. And unfortunately, I had other things on the 16 and 17th. So I don't know if there's a preference by the parties in terms of travel or east-west coast, but want to do 11 a.m.?

Yes. In this building? Yes. Yes, Your Honor. Sorry, Mr. Stark. I couldn't hear you. I'm sorry. So we are supposed to be at another, before another Delaware bankruptcy judge between 1030 and 1230. 1.30 or 2?

I'm free a little bit, so whatever. Whatever. Okay. Okay, we will. Certainly. Please schedule for 2 o'clock. Okay, thank you. So that's October 13, I mean 18th at 2 p.m.

Okay. There will be a second. With respect to paragraph 8 in the black line, and this is really just a practical comment, it requires notice of an election to cancel the auction within two business days. Is that practical? I don't it's it's a shall I just don't want to restrict you if I mean I just want to be

realistic why don't we just say you'll just as soon as practical sure yeah because I'm concerned the deadline's gonna box you okay I'm sorry I'm just look at paragraph 10 I will say that generally in these situations where I'm approving a bid protection at a hearing subsequent to a big protection hearing that I generally schedule a very short hearing on it. I don't generally allow it under cert simply because I want to make sure there's a sufficient evidentiary foundation, but I'm going to wait until I see the declaration in this case. But if something is filed, it will, or required, it will be done promptly.

And then paragraph 14, and it might be a different number now. This had to do was a service issue. And you had three days, and I was going to suggest two, given the truncated process, but you've expanded the process, so I can live with that given the new schedule. It's actually. 15 now it's three business days entry the order to serve things I had was going to suggest to which is our standard but then this is I'm gonna raise this question to Delaware lawyers paragraph 19 in the black line procedures for

complex chapter 11 cases does that exist or is that a Texas thing okay Well, I think we can stick the local rule. It says something district of Delaware but not. Okay, maintaining a sense of humor is important. So I think you just say local rules, the local rules. Okay. I just was making sure that I wasn't sitting up here, not knowing of a process that we had.

And with that, with those modifications, if you submit a clean and black line under certification accounts, we'll get it entered. Is there anything else for today? I'm sorry, I can't hear you. Oh, you don't? When are your second days? Yeah, you could use an omnibus.

I only have you down for an hour. So if that becomes problematic, if you could reach out, that will be helpful. Okay? All right, thank you. Anything else? Okay. Thank you all.

I apologize for the delay in starting this afternoon, but I appreciate everybody's time everybody have a good day and we'll see you soon we stand adjourned