UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov 

In re: Chapter 11 

Beta Music Group, Inc. and Case No. 21-12199-SMG 

Get Credit Healthy, Inc., Case No. 21-12201-SMG 

 (Jointly Administered) 

Debtors. 

_____________________________ / 

DEBTORS’ MOTION FOR ENTRY OF (1) AN ORDER 

APPROVING (A) BIDDING PROCEDURES, (B) ASSUMPTION PROCEDURES, 

(C) THE FORM AND MANNER OF NOTICES, (D) SALE AGREEMENTS WITH 

STALKING HORSE BIDDER, AND (E) SCHEDULING AN AUCTION, A SALE 

HEARING, AND ESTABLISHING DATES AND DEADLINES RELATED THERETO; 

AND (2) AN ORDER (A) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF 

THE DEBTORS’ ASSETS, FREE AND CLEAR OF ALL LIENS, CLAIMS, AND 

ENCUMBRANCES, (B) GRANTING THE PURCHASER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND 

(C) GRANTING RELATED RELIEF 

______________________________________________________________________________ 

Proposed Hearing to Consider This Motion: As Soon as Possible 

Proposed Auction Date: May 6, 2021 

Proposed Hearing to Approve Sale: May 7, 2021 

Debtors in Possession, Beta Music Group, Inc. (“BEMG”) and Get Credit Healthy, Inc. 

(“GCH”, and together with BEMG, the “Debtors”), through undersigned counsel, pursuant to 11 

U.S.C. §§ 105(a), 363, 365 and 1123(a)(5)(D), Bankruptcy Rules 2002, 6004, 6006, 9008, 9014, 

and Local Rules 6004-1 and 6006-1, request, on an expedited basis, consideration of this motion 

to sell substantially all of the assets of GCH and the entry of: (1) an order (the “Bidding Procedures 

Order”) in the form attached as Exhibit 1, approving (a) bidding procedures in the form attached 

as Exhibit 1-A, (b) assumption procedures, (c) the form and manner of notices in the form attached 

as Exhibit 1-B, (d) that certain Asset Purchase Agreement, as amended from time to time (the 

“Sale Agreement”) by and among GCH on one hand, and CredEvolv Services, LLC, a Delaware 

limited liability company and/or assigns (the “Buyer” or “Stalking Horse Bidder”), on the other 

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hand, in the form attached as Exhibit 1-C, and (e) scheduling an auction, a sale hearing, and 

establishing dates and deadlines related thereto; and (2) an order (the “Sale Order”): (a) authorizing 

the sale of the Assets (defined below), free and clear of all liens, claims, and encumbrances, and 

(b) and granting related relief, in the form attached as Exhibit 2. In support of this motion (the 

“Sale Motion”), the Debtors state: 

Introduction 

The Debtors filed voluntary petitions under Chapter 11, Subchapter V of the Bankruptcy 

Code on March 5, 2021 (the “Petition Date”). The Debtors are filing their joint plan of liquidation 

at the same time as this Sale Motion (the “Plan”). The Plan provides for the sale of substantially 

all of the assets of GCH to Buyer, subject to higher and better offers, pursuant to sale and bidding 

procedures to be approved by the Court. The proceeds of the sale will be used to fund the Plan and 

make payments and distributions in accordance with the priorities under the Bankruptcy Code. 

This Sale Motion is being filed to establish the procedures for the sale of GCH’s assets, as well as 

to keep the sale on track in the event the Plan is not approved. References may be made in this 

motion to a sale of the Debtors’ assets. That is because the principal asset of BEMG is its 

ownership in GCH, and the sale contemplates the sale of substantially all of GCH’s assets. 

Therefore, creditors and parties in interest of BEMG are being provided notice of the sale as well 

as creditors and parties in interest of GCH. 

Description of Debtors 

 BEMG is a holding company and its primary asset is its 100% ownership of GCH. GCH 

is an entity that integrates with lenders to provide a conduit through which loan officers can refer 

applicants who do not qualify for financial products, to non-profit credit counselors. Using 

propriety processes and software, as well as a partner network of non-profit entities and HUDCase 21-12199-SMG Doc 16 Filed 03/08/21 Page 2 of 110
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certified credit counselors, GCH provides a mechanism for those who did not qualify for the 

financial products for which they applied to build credit profiles and receive credit education. 

CONCISE STATEMENT OF THE RELIEF REQUESTED 

PURSUANT TO LOCAL RULE 6004-1(B) 

The Debtors seek approval of a sale of substantially all of GCH’s assets to the Stalking 

Horse Bidder, or such other party that makes the highest and best offer at a public auction. The 

Debtors also request approval of bidding procedures, notice procedures, auction and sale hearing 

dates, and the terms of the Sale Agreement with the Buyer. In addition, the Debtors request that 

the Court schedule a hearing to approve the sale to the Successful Bidder, as well as to approve 

the assumption and assignment of various contracts. For the reasons set forth in this Sale Motion, 

the Debtors believes a sale of the Assets by public auction is in the best interests of the Debtors 

and their creditors and should be approved. 

Summary of the Proposed Sale1

 and Auction Terms 

As more fully detailed in the Sale Agreement, and as summarized below, GCH proposes 

to enter into a transaction whereby the Buyer will pay $75,000.00, plus cure costs up to $10,000 

with respect to executory contracts to be assumed and assigned to the Buyer, to acquire the Assets. 

The following chart summarizes the terms and conditions of the proposed sale and terms of the 

proposed auction. 

Terms of Sale 

Term Description 

Seller(s) Get Credit Healthy, Inc. 

Buyer CredEvolv Services, LLC and/or assigns. The referenced buyer is not an insider 

of either of the Debtors. However, Stephen Romano, one of the principals of the 

1

 Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Sale 

Agreement. To the extent that the summary and terms of the Sale Agreement conflict, the terms of the Sale Agreement 

shall control. 

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Buyer owns non-controlling amounts of common and preferred stock in Beta 

Music Group, Inc. and served as an advisor to the Debtors 

Purchase Price $75,000.00 purchase price, plus up to $10,000 to satisfy cure costs with respect to 

contracts to be assumed and assigned to Buyer. The amount of $25,000 plus the 

cure costs will be paid in cash, with the balance to be paid over 36 months with 

simple interest at the rate of 3% per annum pursuant to a promissory note; Buyer 

shall execute a promissory note at closing. Buyer shall place a $10,000 deposit 

with counsel for the Debtors. See Sale Agreement, Section 2. 

Description of 

Property (the 

“Assets”) 

All right, title, and interest in and to all of the assets of Seller (except for the 

Excluded Assets) which in any way are or are intended to be used or usable in the 

Business, including without limitation all forms of customer and lender lists, 

detailed customer and lender databases, office and all other equipment, inventory, 

supplies, accounts receivable, customer and lender relationships, contract rights, 

information processing hardware and platforms, software (including both source 

and object code), licenses, know-how, operational documentation, Intellectual 

Property, websites, technology, trade secrets and property interests, the name “Get 

Credit Healthy,” all trade names, registered and unregistered trademarks, 

copyrights, domain names, telephone numbers, and online and social media 

accounts and handles which are owned by, licensed to or used by Seller, and all 

other properties (tangible and intangible), assets and information necessary or 

used to conduct the Business. See Sale Agreement, Sections 1, 2(a). 

Warranties Property is being sold in “as is” condition, with no representations or warranties, 

other than marketability of title. 

Sale Order Entered within 70 days of the Petition Date (May 14, 2021), or such other date as 

Buyer may designate in writing. 

Closing Date The Date that is on or after the 15th day after the entry of an order by the 

Bankruptcy Court approving the Plan or the sale of the Assets to Buyer, but no 

later than May 31, 2021. 

Closing Conditions Bankruptcy Court approval of sale. Compliance with Sale Agreement, possession 

and delivery of the Assets free and clear of all liens, claims, encumbrances and 

other interests (except for those contracts or leases that are assumed and assigned 

to Buyer). See Sale Agreement, Sections 2 and 3. 

Auction Terms 

Proposed Auction 

Date 

May 6, 2021 via Virtual Platform TBD commencing at 10:00 a.m. to be hosted 

by the offices of Markowitz Ringel Trusty &Hartog, PA (or such other location 

as may be designated by the Debtors prior to the Auction with advance 

notice to all parties in interest entitled to appear at the Auction). 

Minimum 

incremental bids 

$5,000 in excess of the highest Qualified Bid (or such other amounts and terms 

that the Debtors determine will result in the highest and best offer) 

Initial Overbid 

Amount 

$80,000.00 + Cure Costs of Assumed Contracts 

Proposed Overbid 

Deadline 

April 30, 2021 at 4:00 p.m. (Eastern time) 

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Minimum Deposit $10,000.00 

Documentation 

Requirements 

Submit to the Debtors an executed purchase agreement for the purchase of 

substantially all of the Assets and assumption of all Assumed Liabilities, which 

shall be made upon terms and conditions substantially similar to and no less 

economically favorable to the Debtors then those contained in the Sale 

Agreements with the Buyer, and must be accompanied by forms of the Sale 

Agreements that specifically sets forth those amendments and modifications to the 

Sale Agreements, including price, terms, agreements to be assumed, and liabilities 

not to be assumed, which such bidder would propose if it were selected as the 

Successful Bidder; proof of ability to close on the sale; documents showing the 

Qualified Bidder’s good faith 

Statement Regarding Personally Identifiable Information 

Pursuant to Local Rule 6004-1(B) 

The Sale Agreement contemplates the assumption and assignment of a proprietary software 

platform which contains personally identifiable information. The Debtors store, but do not utilize 

the personally identifiable information. Further, GCH has policies regarding the safeguarding of 

personally identifiable information. The Buyer intends to acquire and utilize GCH’s assets in a 

manner consistent with GCH’s use; as such, the proposed sale would not be inconsistent with any 

such policies regarding safeguarding personally identifiable information, nor would the sale 

violate the terms of agreements with counter parties relating thereto. 

The Debtors submit that a consumer privacy ombudsman is not necessary or required 

because the Buyer will maintain and preserve the personally identifiable information in a manner 

consistent with all applicable privacy laws. 

Known and Potential Lienholders Pursuant to Local Rule 6004-1(B)(7)

Pursuant to a search of the public records regarding recorded documents, judgment liens, 

federal liens and UCC filings, the Debtors have identified the following parties that may assert a 

lien, claim, encumbrance or other interest regarding the Assets: 

 

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Holder of Lien or Interest Nature and Extent of Lien/Interests Disputed (Y/N) 

United States Small 

Business Administration 

(“SBA”) 

SBA is the holder of a note and security 

agreement on the Purchased Assets; SBA filed a 

UCC-1 

No 

Marketing Efforts 

In an effort to further market the Assets, the Debtors propose to provide notice of the 

proposed auction and sale in the Sun Sentinel, and Miami Herald, and Daily Business Review. In 

addition, the Debtors shall provide a copy of the sale notice to all parties that previously expressed 

an interest in acquiring the assets of the Debtors. 

Considering the value of the Assets and scope of debt in these cases, the Debtors submit 

that the proposed dates and deadlines for an auction, sale hearing and entry of a sale order are 

reasonable. The Debtors estimate the claims in these cases to total approximately $1,300,000 

(including disputed claims), and estimate the value of the Assets to total $25,000.00. Additionally, 

the Debtors’ cash flow is insufficient to support a lengthy or expensive sale and marketing process. 

Furthermore, allocation of the Purchase Price contemplated by the Sale Agreement provides for 

sufficient amounts to pay all allowed claims and administrative expenses. 

The Buyer has agreed to act as a “stalking horse” in connection with a sale to be conducted 

in accordance with the Bankruptcy Code. The Sale Agreement, which remains subject to the 

approval of this Court, is attached as Exhibit 1-C. 

The significant terms of the Sale Agreement are summarized above, so will not be repeated 

here. Parties should review the Sale Agreement in its entirety and not rely solely upon the 

summaries included herein. 

 

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The Bidding Procedures 

The Bidding Procedures provide detail on the date, time, location of the Auction and Sale 

Hearing, Overbid Requirements, including requirements for a party to become a Qualified Bidder 

and what constitutes a Qualified Bid, as well as general terms governing the Auction. 

As indicated above, the Debtors propose to conduct the auction (the “Auction”) on May 6, 

2021 at 10:00 a.m. via a virtual online platform to be determined, which platform will be 

sponsored by counsel for the Debtors. The Debtors shall have a court reporter in attendance to 

transcribe the auction. The Debtors request that the Court schedule a hearing to approve the 

Auction results on May 7, 2021, one-day after the Auction (the “Sale Hearing”). 

 The Bidding Procedures provide that the Stalking Horse Bidder shall be deemed a 

Qualified Bidder and allows other interested parties to submit Qualified Bids for the Assets. In 

sum, in order to be considered a “Qualified Bid,” a bidder must, prior to the Overbid Deadline, 

submit: (1) a written offer, (2) a minimum overbid of $80,000.00 + cure amounts, (3) a good faith 

deposit of $10,000.00, (4) proof of financial ability to close on the transaction, and (5) proof of the 

Qualified Bidder’s good faith. Bidding at the Auction will be limited to Qualified Bidders who 

have submitted Qualified Bids in advance of the Overbid Deadline. The Debtors propose that the 

bidding shall proceed in increments of $5,000.00, or such other amounts and terms the Debtors 

determine will result in the highest and best offer for the Assets. The Bidding Procedures allow 

for the Debtors, in their business judgment, to select among the Qualified Bids the highest and best 

offer for the Assets. 

The other significant provisions of the proposed bidding procedures are summarized above, 

and the full provisions are attached as Exhibit 1-A, so those provisions will not be repeated here. 

Parties should review the proposed Bidding Procedures in their entirety and not rely solely upon 

the summaries discussed herein.

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FORM AND MANNER OF NOTICE OF SALE 

Subject to entry of the Bidding Procedures Order, on or within three (3) business days of 

entry of the Bidding Procedures Order, the Debtors will cause the notice, substantially in the form 

attached as Exhibit 1-B to be served on the following parties or their respective counsel, if known: 

(a) the Office of the United States Trustee for the Southern District of Florida; (b) the entities listed 

on the List of Creditors Holding the 20 Largest Unsecured Claims; (c) the SBA; (d) the Buyer; (e) 

all parties who have expressed a written interest in acquiring some or all of the Debtors’ assets; (f) 

all known holders of liens, claims, and other encumbrances secured by the Assets; (g) all applicable 

federal, state, and local taxing authorities, including the Internal Revenue Service; (h) all known 

creditors and equity security holders of the Debtors, as reflected in the Debtors’ books and records 

as of the Petition Date; and (i) any party that has requested notice pursuant to Bankruptcy Rule 

2002. The Debtors respectfully submit that the Sale Hearing Notice is reasonably calculated to 

provide interested parties with notice of the sale and Sale Hearing and an opportunity to respond 

accordingly. 

ASSUMPTION PROCEDURES 

The Debtors are also seeking approval of procedures (the “Assumption Procedures”) to 

facilitate the fair and orderly assumption and assignment of all executory contracts and unexpired 

leases subject of the Sale Agreement (the “Assumed Contracts”). 

The Debtors request that the Court approve (a) the process by which the Debtors will serve 

notice to affected counterparties (the “Counterparties”) regarding the proposed assumption and 

assignment and related cure amounts, if any, (b) the form of notice in the form attached as part of 

Exhibit 1-B (the “Assumption and Assignment Notice”) informing Counterparties of their right 

and the procedures to object thereto; and (c) the proposed objection and other relevant deadlines 

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and the manner for resolving disputes relating to the assumption and assignment of the Assumed 

Contracts to the extent necessary. 

The Assumption and Assignment Notice contains a list identifying the Counterparties, the 

amount, if any, determined by the Debtors to be necessary to be paid (the “Cure Amounts”) as of 

the date of the Assumption and Assignment Notice, the deadline for Counterparties to object, 

details on what any objection must include, as well as the details on where to file any such 

objection. The Debtors propose to serve the Assumption and Assignment Notice to the 

Counterparties by regular U.S. mail, postage prepaid. The Debtors submit that the proposed 

Assumption Procedures are appropriate under the circumstances, and that service of the 

Assumption and Assignment Notice shall be sufficient to provide each of the Counterparties notice 

and an opportunity to be heard regarding the proposed assumption and assignment of the Assumed 

Contracts. 

LEGAL BASIS FOR REQUESTED RELIEF 

I. THE COURT SHOULD APPROVE THE SALE OF THE PURCHASED ASSETS 

PURSUANT TO SECTION 363(b) OF THE BANKRUPTCY CODE. 

1. Section 363(b) of the Bankruptcy Code provides, in relevant part, that a trustee, 

“after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, 

property of the estate.” 11 U.S.C. § 363(b)(1). Sales of this nature are generally approved when 

the Trustee demonstrates that the sale constitutes an exercise of sound “business judgment”. See 

Generally 3 COLLIER ON BANKRUPTCY ¶ 363.02[1][f] (16th ed. 2011). See also In re Diplomat 

Const., Inc., 2012 WL 5205792, (Bankr. N.D. Ga. September 18, 2012) (“[t]he business judgment 

test is the prevailing rubric to evaluate the proposed transaction under § 363(b)(1)”); In re Condere 

Corp., 228 B.R. 615 (Bankr. S.D. Miss. 1998) (business judgment); WBQ P’ship v. Virginia, 189 

B.R. 97 (Bankr. E.D. Va. 1995) (best interest of the estate); In re Delaware & Hudson Railway 

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Co., 124 B.R. 169 (D. Del. 1991); (fair and reasonable price); In re Phoenix Steel, 82 B.R. 334 

(Bankr. D. Del. 1987) (fair and equitable transaction). 

The “sound business judgment” test requires a trustee to establish: (a) that a sound business 

reason justifies the sale outside the ordinary course of business, (b) that accurate and reasonable 

notice has been provided to interested parties, (c) that the trustee has obtained a fair and reasonable 

price, and (d) good faith. Id.; In re Phoenix Steel Corporation, 82 B.R. 334, 335 (Bankr. D. Del. 

1987); In re Lionel Corp., 722 F.2d 1063, 1071 (2d Cir. 1983). 

Here, the Debtors respectfully submit that sound business reasons support their decision to 

proceed with the Sale Agreement. As set forth above, based upon their assessment of the value of 

the Assets and debts in these cases, the Purchase Price to be paid by the Buyer is reasonable and 

will be sufficient to pay the administrative expenses of the estate. In addition, the transaction will 

enable the Debtors to efficiently and expeditiously exit from Chapter 11. Accordingly, the Debtors 

believe that the sale of the Assets to the Buyer is an exercise of sound business judgment, is in the 

best interests of the estate, will allow thousands of individuals to continue to receive credit 

remediation services from the not-for-profits through the continued servicing of the Debtor’s 

platform, and the proposed transaction should be approved by the Court pursuant to section 363(b) 

of the Bankruptcy Code. 

II. THE COURT SHOULD AUTHORIZE THE SALE OF THE PURCHASED ASSETS 

FREE AND CLEAR OF LIENS, CLAIMS, AND ENCUMBRANCES, AND OTHER 

INTERESTS PURSUANT TO SECTION 363(f) OF THE BANKRUPTCY CODE. 

The Debtors also seek to sell the Assets free and clear of all liens, claims, encumbrances, 

and other interests pursuant to section 363(f) of the Bankruptcy Code. Section 363(f) of the 

Bankruptcy Code authorizes a debtor in possession (with powers of a trustee) to sell assets free 

and clear of any interest in such property if: (a) applicable non-bankruptcy law permits sale of such 

property free and clear of such interest; (b) such entity consents; (c) such interest is a lien and the 

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price at which such property is sold is greater than the aggregate value of all liens on such property; 

(d) such interest is in bona fide dispute; or (e) such entity could be compelled, in a legal or equitable 

proceeding, to accept a money satisfaction of such interest. 11 U.S.C. § 363(f). 

Because section 363(f) of the Bankruptcy Code is drafted in the disjunctive, a sale free and 

clear of liens, claims, and encumbrances may be approved if any one of the aforementioned 

conditions is met. See Generally 3 COLLIER ON BANKRUPTCY ¶ 363.06 (16th ed. 2011). See also 

In re Trans World Airlines, Inc., 322 F.3d 283, 290 (3d Cir. 2003); In re Heine, 141 B.R. 185, 189 

(Bankr. D. S.D. 1992); In re Elliot, 94 B.R. 343, 345 (E.D. Pa. 1988); In re James, 203 B.R. 449, 

453 (Bankr. W.D. Mo. 1997); In re Shary, 152 B.R. 724, 725 (Bankr. N.D. Ohio 1993); In re 

Kellstrom Indus., Inc., 282 B.R. 787, 793 (Bankr. D. Del. 2002); In re Decora Indus., Inc., 2002 

WL 32332749, at *7; In re Elliot, 94 B.R. 343, 345 (E.D. Pa. 1988); In re Levitt & Sons, LLC, 

384 B.R. 630, 647 (Bankr. S.D. Fla. 2008) (“Section 363(f)(3) permits the sale of property free 

and clear of all liens provided one of its 5 sub-sections is applicable”). 

Here, the SBA is a creditor that holds a secured lien against the Property. If the SBA 

consents to the sale, Section 363(f)(2) is satisfied. Even if the SBA does not consent, the SBA and 

any other parties with liens, claims and interests against the Assets could be compelled in a legal 

or equitable proceeding to accept money satisfaction of such interest. Accordingly, Section 

363(f)(5) is satisfied. Therefore, the Debtors respectfully submit that Section 363(f) of the 

Bankruptcy Code will be satisfied with respect to the sale of the Assets and, accordingly, request 

that the Assets be transferred to the Buyer free and clear of all liens, claims, security interests, and 

encumbrances. 

 

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III. THE COURT SHOULD GRANT THE BUYER THE FULL PROTECTIONS 

AFFORDED TO A GOOD FAITH BUYER PURSUANT TO SECTION 363(m) OF 

THE BANKRUPTCY CODE. 

Section 363(m) of the Bankruptcy Code provides, in relevant part: “The reversal or 

modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or 

lease of property does not affect the validity of a sale or lease under such authorization to an entity 

that purchased or leased such property in good faith, whether or not such entity knew of the 

pendency of the appeal, unless such authorization and such sale or lease were stayed pending 

appeal.” 11 U.S.C. § 363(m). Section 363(m) of the Bankruptcy Code thus protects a purchaser of 

assets sold pursuant to section 363 of the Bankruptcy Code from the risk that it will lose its interest 

in the purchased assets if the order allowing the sale is reversed on appeal. 

Although the Bankruptcy Code does not define "good faith purchaser," the Third Circuit 

has stated that a good faith purchaser is "one who purchases in ‘good faith’ and for ‘value.’" In re 

Abbotts Dairies, 788 F.2d 143, 147 (3d Cir. 1986). To constitute a lack of good faith, a party’s 

conduct in connection with the sale usually must amount to "fraud, collusion between the purchaser 

and other bidders or the trustee or an attempt to take grossly unfair advantage of other bidders." 

Id. (citing In re Rock Indus. Mach. Corp., 572 F.2d 1195, 1198 (7th Cir. 1978)). 

Here, there is no fraud or collusion between the Buyer or the Debtors. The Debtors 

negotiated an agreement with the Buyer in good faith. The Debtors engaged in arm’s-length 

discussions in negotiating the Sale Agreement. The Debtors and the Buyer were represented by 

separate counsel in connection with the negotiation and documentation of the Sale Agreement. 

Accordingly, the Debtors requests that the Court determine that the Buyer has negotiated and acted 

at all times in good faith and, as a result, is entitled to the full protections of a good faith purchaser 

under section 363(m) of the Bankruptcy Code, and that the Sale Agreement does not constitute an 

avoidable transaction pursuant to section 363(n) of the Bankruptcy Code. 

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IV. THE BIDDING PROCEDURES SHOULD BE APPROVED. 

The Debtors submit that the Bid Procedures set forth in Exhibit 1-A are consistent with 

the Debtors’ business judgment and will provide measurable benefits to the Debtors’ estates. The 

Debtors further submit that the Bid Procedures provide a fair and reasonable means of ensuring 

that the Assets are sold for the highest or best offer attainable. The Debtors will cooperate fully 

with any party interested in submitting a competing offer to conduct due diligence in an effort to 

generate a competing offer. Moreover, the Bid Procedures enable Qualified Bidders to formulate 

revised bids at the Auction. Based upon the foregoing, the Debtors request the Bid Procedures be 

approved by the Court as it is in the best interests of the estates. 

V. THE FORM AND MANNER OF NOTICE OF THE SALE SHOULD BE 

APPROVED. 

Pursuant to Bankruptcy Rule 2002(a), the Debtors are required to provide creditors and 

parties in interest with at least twenty-one (21) days’ notice of the Sale Hearing. Pursuant to 

Bankruptcy Rule 2002(c), such notice must include the time and place of the Sale Hearing and the 

deadline for filing any objections to the relief requested herein. As noted above, within three (3) 

business days of entry of the Bidding Procedures Order, the Debtors will serve the Sale Hearing 

Notice upon the parties listed hereinabove (including creditors and parties in interest of BEMG). 

The Debtors submit that the Sale Hearing Notice is reasonably calculated to provide interested 

parties with notice of the sale and Sale Hearing, and an opportunity to respond accordingly. 

Therefore, the Debtors submit that service of the Sale Hearing Notice as provided for herein, 

constitutes good and adequate notice of the sale and the proceedings with respect thereto in 

compliance with, and satisfaction of, the applicable requirements of Bankruptcy Rule 2002. 

 

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VI. THE ASSUMPTION AND ASSIGNMENT OF THE ASSUMED CONTRACTS 

SHOULD BE APPROVED. 

A. The Assumption and Assignment of the Assumed Contracts Reflects the Debtors’ 

Reasonable Business Judgment. 

Section 365 of the Bankruptcy Code authorizes a trustee to assume and/or assign executory 

contracts and unexpired leases, subject to the approval of the Court, provided that the defaults 

under such contracts and leases are cured and adequate assurance of future performance is 

provided. See 11 U.S.C. § 365. A trustee’s decision to assume or reject an executory contract or 

unexpired lease must only satisfy the "business judgment” standard and will not be subject to 

review unless such decision is clearly an unreasonable exercise of such judgment. See, e.g., In re 

Penn Traffic Co., 524 F.3d 373, 383 (2d Cir. 2008) (business judgment test "rather obviously 

presupposes that the estate will assume a contract only where doing so will be to its economic 

advantage."); In re Del Grosso, 115 B.R. 136, 138 (Bankr. N.D. Ill. 1990) ("[T]he standard to be 

applied for approval of the assumption [of an executory contract] is the business judgment 

standard..."); In re Chira, 343 B.R. 361, 366 (Bankr. S.D. Fla. 2006) (considering the business 

judgment standard in deciding whether to assume executory contract). 

Here, the Court should approve the decision to assume and assign the Assumed Contracts 

in connection with the sale, as a sound exercise of the Debtors’ business judgment. First, the 

Assumed Contracts are part of the value to the Buyer and undoubtedly included in the Buyer’s 

calculation of the appropriate purchase price. As such, they are essential to inducing the best offer 

for the Assets. Second, it is unlikely that any purchaser would want to acquire any company on a 

going-concern basis unless a significant number of the contracts and leases needed to conduct the 

business and manage the day-to-day operations were included in the transaction. Accordingly, the 

Debtors submit that the assumption and assignment of the Assumed Contracts by way of the 

Assumption Procedures should be approved as an exercise of their business judgment. 

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B. Defaults Under the Assumed Contracts Will Be Cured Through the Sale. 

Upon finding that a debtor in possession has exercised its business judgment in determining 

that assuming an executory contract is in the best interest of its estate, courts must then evaluate 

whether the assumption meets the requirements of Section 365(b) of the Bankruptcy Code: (a) that 

a trustee cure, or provide adequate assurance of promptly curing, prepetition defaults in the 

executory contract; (b) compensate parties for pecuniary losses arising therefrom; and (c) provide 

adequate assurance of future performance thereunder. 

This section "attempts to strike a balance between two sometimes competing interests, the 

right of the contracting non-debtor to get the performance it bargained for and the right of the 

debtor’s creditors to get the benefit of the debtor’s bargain." Matter of Luce Indus., Inc., 8 B.R. 

100, 107 (Bankr. S.D.N.Y. 1980), rev’d on other grounds, 14 B.R. 529. 

The Debtors submit that the statutory requirements of § 365(b)(1)(A) will be satisfied (and 

promptly) because the Sale Order (once approved) provides a clear process by which to resolve 

disputes over cure amounts or other defaults. The Debtors are confident that if defaults exist that 

must be cured, such cure will be achieved fairly, efficiently, and properly, consistent with the 

Bankruptcy Code and with due respect to the rights of non-Debtor parties. 

C. Non-Debtor Parties Will be Adequately Assured of Future Performance. 

Similarly, the Debtors submit that the third requirement of Section 365(b)(1)(C) of the 

Bankruptcy Code for the trustee to provide adequate assurance of future performance is also 

satisfied given the facts and circumstances present here. “The phrase ‘adequate assurance of future 

performance’ adopted from section 2-609(1) of the Uniform Commercial Code, is to be given a 

practical, pragmatic construction based upon the facts and circumstances of each case.” In re U.L. 

Radio Corp., 19 B.R. 537, 542 (Bankr. S.D.N.Y. 1982). Although no single solution will satisfy 

every case, "assurance of future performance is adequate if performance is likely (i.e. more 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 15 of 110
16 

probable than not); the degree of assurance necessarily falls considerably short of an absolute 

guaranty." In re Prime Motor Inns, Inc., 166 B.R. 993, 997 (Bankr. S.D. Fla. 1994). Among other 

things, adequate assurance may be given by demonstrating the assignee’s financial health and 

experience in managing the type of enterprise or property assigned. See In re Bygaph, Inc., 56 B.R. 

596, 605-06 (Bankr. S.D.N.Y. 1986) (adequate assurance of future performance present where a 

prospective assignee has financial resources and has expressed a willingness to devote sufficient 

funding to a business to give it a strong likelihood of succeeding). 

The Debtors believe that they can and will demonstrate that the requirements for 

assumption and assignment of the Assumed Contracts to the Buyer will be satisfied. The Debtors 

submit that the Buyer has the financial wherewithal, willingness, and ability to perform under the 

Assumed Contracts proposed to be assumed and assigned. Further, the Assumption Procedures 

provide the Court and other interested parties ample opportunity to evaluate and, if necessary, 

challenge the ability of the Buyer to provide adequate assurance of future performance and object 

to the assumption and assignment of the Assumed Contracts or proposed cure amounts. The Court 

therefore should have a sufficient basis to authorize the Debtors to reject or assume and assign the 

Assumed Contracts as set forth in the Sale Agreements. 

SATISFACTION OF BANKRUPTCY RULE 6004(h) 

To implement the foregoing successfully, the Debtors request that the Court enter an order 

providing that the Debtors have established cause to exclude such relief from the 14-day stay 

period under Bankruptcy Rule 6004(h). The Buyer’s failure to consummate the sale would prevent 

the Debtors’ estates from realizing significant value from the proposed sale transaction. Therefore, 

the Debtors request waiver of the 14-day stay period under Bankruptcy Rule 6004(h). 

 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 16 of 110
17 

WHEREFORE, the Debtors respectfully request that the Court: (1) grant the Sale Motion: 

(2) enter an order, substantially in the form of the attached Exhibit 1, approving (a) bidding 

procedures in the form attached as Exhibit 1-A, (b) assumption procedures, (c) the form and 

manner of notices in the form attached as Exhibit 1-B, (d) the Sale Agreement with Buyer in the 

form attached as Exhibit 1-C, and (e) scheduling an auction, a sale hearing, and establishing dates 

and deadlines related thereto; (3) enter an order in the form attached as Exhibit 2: (a) authorizing 

the sale of substantially all of the Debtors’ assets, free and clear of liens, claims, and encumbrances, 

(b) granting the Buyer (or Successful Bidder) the protections afforded to a good faith purchaser, 

and (c) granting related relief; and (4) grant such other and further relief as the Court deems just 

and proper. 

DATED: March 8, 2021 MARKOWITZ RINGEL TRUSTY & HARTOG, P.A. 

Proposed Counsel for Chapter 11 Debtors 

101 NE Third Avenue, Suite 1210 

Fort Lauderdale, FL 33301 

Tel: (954) 767-0030 // Fax: (954) 767-0035

 

By: /s/ Grace E. Robson 

GRACE E. ROBSON 

Fla. Bar No. 178063 

grobson@mrthlaw.com

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 17 of 110
EXHIBIT 1 

PROPOSED BIDDING PROCEDURES ORDER 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov 

In re: Chapter 11 

Beta Music Group, Inc. and Case No. 21-12199-SMG 

Get Credit Healthy, Inc., Case No. 21-12201-SMG 

 (Jointly Administered) 

Debtors. 

_____________________________ / 

ORDER APPROVING (A) BIDDING PROCEDURES, (B) THE FORM 

AND MANNER OF NOTICES, (C) SALE AGREEMENTS WITH STALKING 

HORSE BIDDER, INCLUDING PURCHASER PROTECTIONS AND 

(D) SCHEDULING AN AUCTION, A SALE HEARING, AND 

ESTABLISHING DATES AND DEADLINES RELATED THERETO 

THIS MATTER came before the Court on March _____, 2021 at ______ a.m./p.m. (the 

“Bid Procedures Hearing”) upon the Debtors’ Motion for Entry of: (1) An Order Approving (A) 

Bidding Procedures, (B) Assumption Procedures, (C) The Form and Manner of Notices, (D) Sale 

Agreements with Stalking Horse Bidder; and (E) Scheduling an Auction, a Sale Hearing, and 

Establishing Dates and Deadlines Related Thereto; and (2) An Order (A) Authorizing the Sale of 

Substantially All of the Debtors’ Assets, Free and Clear of All Liens, Claims, and Encumbrances, 

(B) Granting the Purchaser the Protections Afforded to a Good Faith Purchaser, and (C) Granting 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 18 of 110
Related Relief (the “Sale Motion”) [ECF No. ___]. The Court, having considered the proposed 

bidding procedures set forth in the Sale Motion, argument of counsel, and being otherwise 

informed of the record, finds:

A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; 

B. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that this Court may 

enter a final order consistent with Article III of the United States Constitution; 

C. The venue of this proceeding and the Sale Motion in this district is proper pursuant 

to 28 U.S.C. §§ 1408 and 1409; 

D. The relief requested in the Sale Motion as it relates to the proposed bidding 

procedures as modified herein is in the best interests of the Debtors’ estates, their creditors, and 

other parties in interest; 

E. Notice of and opportunity for a hearing on the bidding procedures portion of the Sale 

Motion were appropriate and no other notice need be provided in respect of the proposed bidding 

procedures; 

F. The Court reviewed the Sale Motion, including specifically the proposed bidding 

procedures contained therein, and heard the statements in support of the relief requested at the Bid 

Procedures Hearing; and 

G. The Court has determined that the legal and factual bases set forth in the Sale Motion 

in respect of the proposed bidding procedures, including the modifications described on the record 

at the Bid Procedures Hearing and incorporated herein, establish just cause for the relief requested. 

Accordingly, it is ORDERED as follows: 

1. The Motion is GRANTED, as set forth herein. 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 19 of 110
2. Any objections to the Sale Motion and the relief provided herein solely in respect of 

the bidding procedures that have not been withdrawn, waived, or settled, and all reservations of 

rights included therein, hereby are OVERRULED and denied on the merits. 

3. The bidding procedures attached to this Order as Exhibit 1-A are approved (the 

“Bidding Procedures”). 

4. The Debtors are authorized to execute and deliver the Sale Agreement1 to the Buyer. 

5. The Auction, if necessary, shall be held on May 6, 2021 at 10:00 a.m., prevailing 

Eastern Time, via virtual online platform hosted by the offices of Markowitz Ringel Trusty & 

Hartog, P.A., or such other location as may be designated by the Debtors prior to the Auction with 

advance notice to all parties in interest entitled to appear at the Auction. 

6. The Court shall conduct a hearing (the “Sale Hearing”) to approve the Sale 

Agreement and sale of the Property to the Buyer if there is no Auction, or to the highest and best 

bidder at the Auction, on May , 2021 at : a.m./p.m., prevailing Eastern Time, or at such other 

date as may be ordered by the Court. The Sale Hearing will take place by video conference 

using the services of Zoom Video Communications, Inc. Zoom will provide a passwordprotected link for the appropriate Zoom video conference to those who register to participate 

and who have been approved by the Court. All participants must conduct a prehearing test 

of Zoom using the same equipment that they intend to use during the hearing. Each person 

wishing to participate in the hearing by video conference must register for the video 

conference using the web address provided in the notice of hearing generated by the Court 

or provided in the Court order scheduling the hearing. Participants must register at least 24 

hours prior to the hearing.

1

 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Sale Motion. 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 20 of 110
7. Objections, if any, to the sale of the Purchased Assets to the Buyer as contemplated 

by the Sale Agreements, or the highest and best bidder resulting from the Auction, if applicable, 

and/or the other relief requested in the Sale Motion must: (a) be in writing; (b) conform to the 

applicable provisions of the Bankruptcy Rules and the Local Rules; (c) state with particularity the 

legal and factual basis for the objection and the specific grounds therefor; and (d) be filed with the 

clerk of the Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, First 

Floor, 299 East Broward Boulevard, Fort Lauderdale, Florida 33301 and served on (i) the proposed 

counsel for the Debtors: Grace E. Robson, Esq. by email at grobson@mrthlaw.com; and (ii) 

counsel for the Buyer: Robert J. Borghese, Esq. by email at rjb@borgheselaw.com, in each case, 

on or before 4:00 p.m. (prevailing Eastern Time), on April 30, 2021 at 4:30 p.m. (the “Sale 

Objection Deadline”). 

8. The form of Notice of Sale, Auction and Sale Hearing (the “Sale Notice”) and the 

Notice to Counterparties to Potentially Assumed and Assigned Executory Contracts and 

Unexpired Leases (the “Assumption and Assignment Notice”) attached to this Order as Exhibit 

1-B are approved. On or before three (3) business days after entry of this Order, the Trustee will 

cause the Sale Notice to be sent to each of the following entities or their respective counsel, if 

known: (a) the Office of the United States Trustee for the Southern District of Florida; (b) counsel 

for the Debtors; (c) the entities listed on the List of Creditors Holding the 20 Largest Unsecured 

Claims; (d) U.S. Small Business Administration; (e) the Buyer and its counsel; (f) all parties who 

have expressed a written interest in acquiring some or all of the Debtors’ assets; (g) all known 

holders of liens, claims, and other encumbrances secured by the assets constituting the Purchased 

Assets; (h) all applicable federal, state, and local taxing authorities, including the Internal Revenue 

Service; (i) all known creditors and equity security holders of the Debtors, as reflected in the 

Debtors’ schedules and statements; and (j) any party that has requested notice pursuant to 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 21 of 110
Bankruptcy Rule 2002. In addition, on or before three (3) business days after entry of this Order, 

the Debtors will cause the Assumption and Assignment Notice to be served to the Counterparties 

listed in Exhibit A to the Assumption and Assignment Notice. 

9. The Sale Hearing may be adjourned, from time to time, without further notice to 

creditors or other parties in interest, other than by announcement of said adjournment before this 

Court at the Sale Hearing. 

10. The form of Sale Agreements with the Buyer is APPROVED. 

11. The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived and 

this Order shall be effective immediately upon its entry. 

12. All time periods set forth in this Order shall be calculated in accordance with 

Bankruptcy Rule 9006(a). 

13. The Debtors are authorized to take all actions necessary to effectuate the relief 

granted pursuant to this Order in accordance with the Sale Motion. 

14. This Court retains jurisdiction with respect to all matters arising from or related to 

the implementation, interpretation, and enforcement of this Order. 

# # # 

Submitted by: 

Grace E. Robson, Esq. 

Markowitz, Ringel, Trusty & Hartog, P.A. 

[Proposed] Counsel for the Chapter 11 Debtors 

101 NE Third Avenue, Suite 1210 

Fort Lauderdale, Florida 33301 

Tel: (954) 767-0030 

Copies to: 

Grace E. Robson, Esq. (Attorney Robson is directed to mail a copy of this Order to all interested parties 

and to file a certificate of service).

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 22 of 110
EXHIBIT 1-A 

PROPOSED AUCTION AND BIDDING PROCEDURES 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 23 of 110
GET CREDIT HEALTHY, INC. 

AUCTION AND BIDDING PROCEDURES 

The following procedures (the “Bidding Procedures”) shall govern the bidding on the 

auction and sale of substantially all the assets owned by Get Credit Healthy, Inc. (the “Debtor”) to 

CredEvolv Services, LLC and/or assigns (the “Buyer”) or the Successful Bidder (as defined 

below). 

1. Date, Time, and Location of Auction. If the Debtor receives at least one Overbid from a 

Qualified Bidder, the Debtor will conduct an Auction on: 

a. Date and Time: May 6, 2021 at 10:00 a.m.

b. Location: Virtual Online Platform to be hosted by 

Markowitz Ringel Trusty & Hartog, P.A. 

*or such other location that may be designated by the Trustee 

prior to the Auction upon notice to those parties in interest 

entitled to attend the Auction. 

2. Date, Time, and Location of Sale Hearing. The U.S. Bankruptcy Court for the Southern 

District of Florida, Fort Lauderdale Division, will conduct a hearing (the “Sale Hearing”) 

to approve the sale and the results of the Auction as follows: 

a. Date and Time: May_____, 2021 at ______ a.m./ p.m.

b. Location: via Zoom 

[instructions to be inserted] 

3. Property Being Sold: All right, title, and interest in and to all of the assets of Get Credit 

Healthy, Inc. (except for the Excluded Assets) which in any way are or are intended to be 

used or usable in the Business, including without limitation all forms of customer and 

lender lists, detailed customer and lender databases, office and all other equipment, 

inventory, supplies, accounts receivable, customer and lender relationships, contract rights, 

information processing hardware and platforms, software (including both source and object 

code), licenses, know-how, operational documentation, Intellectual Property, websites, 

technology, trade secrets and property interests, the name “Get Credit Healthy,” all trade 

names, registered and unregistered trademarks, copyrights, domain names, telephone 

numbers, and online and social media accounts and handles which are owned by, licensed 

to or used by Seller, and all other properties (tangible and intangible), assets and 

information necessary or used to conduct the Business (collectively, the “Assets”). 

4. Due Diligence. Upon receipt by Markowitz, Ringel, Trusty & Hartog, P.A. (“Debtor’s 

Counsel”) of (i) a completed and executed bidder information sheet (to be provided upon 

request), (ii) an executed non-disclosure agreement, and (iii) evidence satisfactory to the 

Debtor’s Counsel that the potential bidder is reasonably likely to be able to consummate a 

purchase of the Assets, and if each of the materials described in subclauses (i), (ii), and (iii) 

are in form and substance satisfactory to the Debtor in its sole discretion, a potential bidder 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 24 of 110
shall be provided with additional information regarding the Assets, the Debtor’s operations 

and financial condition, and be afforded the opportunity to inspect the Property. In addition, 

all reasonable efforts will be made to provide a potential bidder, who has satisfied the 

conditions of this Section 4, with such information as such potential bidder may determine 

is necessary or relevant to the formulation of its bid. NEITHER THE DEBTOR’S 

COUNSEL NOR ANY OF THE DEBTOR’S OTHER PROFESSIONALS HAVE 

PREPARED ANY OF THE INFORMATION REGARDING THE DEBTOR, OR 

ANY OF ITS OPERATIONS, ASSETS OR FINANCIAL CONDITION TO BE 

PROVIDED TO A POTENTIAL BIDDER IN CONNECTION WITH THE 

PROCEDURES SET FORTH HEREIN. CONSEQUENTLY, NO 

REPRESENTATION IS MADE BY THE DEBTOR’S COUNSEL OR OTHER 

AGENTS REGARDING THE ACCURACY, RELIABILITY, VERACITY, 

ADEQUACY, OR COMPLETENESS OF ANY INFORMATION PROVIDED IN 

CONNECTION WITH THE BIDDING PROCEDURES, AND ALL POTENTIAL 

BIDDERS ARE ENCOURAGED TO CONSULT WITH THEIR OWN ADVISORS 

REGARDING ANY SUCH INFORMATION.

5. Overbid Requirements. Any person interested in purchasing the Assets and making a 

competitive bid at the Auction must first be deemed a Qualified Bidder by the Debtor by 

submitting a Qualified Bid (defined below) in conformance with these Bidding Procedures. 

a. Qualified Bidders. To be a Qualified Bidder for the purposes of the Auction, a 

prospective bidder must, on or before April 30, 2021 at 4:00 p.m. (Eastern Time)

(the “Overbid Deadline”) provide the following: 

i. Written Offer. Each prospective bidder shall submit to Debtor’s counsel, 

Grace E. Robson, Esq., Markowitz Ringel Trusty & Hartog, P.A. via email 

grobson@mrthlaw.com, an executed purchase agreement for the purchase 

of the Assets and assumption of all Assumed Liabilities, which shall be 

made upon terms and conditions substantially similar to and no less 

economically favorable to the Debtor’s estate than those contained in the 

Sale Agreement with the Buyer, and must be accompanied by blacklined 

form of the Sale Agreement that specifically sets forth those amendments 

and modifications to the Sale Agreement, including price, terms, 

agreements to be assumed, and liabilities not to be assumed, which such 

bidder would propose if it were selected as the Successful Bidder (the 

“Competing Offer”); 

ii. Minimum Overbid. The Competing Offer must be for a minimum bid 

(“Minimum Overbid”) that is at least $80,000.00, plus any amounts 

necessary to cure defaults on contracts or leases to be assumed and 

assigned under the Competing Offer; 

iii. Good Faith Deposit. The Competing Offer must include an initial deposit 

submitted by the Overbid Deadline, in cash or certified funds, in an amount 

equal to at least $10,000.00 (the “Deposit”), to be held in the trust account 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 25 of 110
of Markowitz Ringel Trusty & Hartog, P.A., 9130 So. Dadeland Boulevard, 

Suite 1800, Miami, Florida 33156 (the “Escrow Agent”); 

iv. Proof of Ability to Close. Each prospective bidder shall submit to Debtor’s 

Counsel evidence of the bidder’s financial ability to consummate its 

purchase of the Property under and upon the terms and conditions of its 

Competing Offer, including proof of adequate assurance of future 

performance in connection with any leases or contracts being acquired as 

part of the Competing Offer; 

v. Qualified Bidders’ Obligation to Provide Evidence Regarding Good Faith. 

Each prospective bidder shall provide the Debtor’s Counsel evidence in the 

form satisfactory to the Debtor’s Counsel of such bidder's good faith in 

connection with the Competing Bid, within the meaning of Section 363(m) 

of the Bankruptcy Code at or before the Auction. 

b. Identifying Qualified Bidders. No prospective bidder shall be permitted to attend 

or bid at the Auction unless such prospective bidder is deemed a Qualified Bidder 

as set forth herein. No later than one (1) business day prior to the Auction, the 

Debtors shall determine which prospective bidder(s) constitute a Qualified Bidder, 

and shall therefore be determined to be a qualified competitive bid, including any 

later bids that such Qualified Bidder may make at and during the Auction. The 

Buyer shall be deemed a Qualified Bidder; 

c. Disposition of Deposit. A Qualified Bidder’s deposit, without any accrued interest, 

shall be returned to a Qualified Bidder if such party’s Qualified Bid is not approved 

by the Bankruptcy Court as the Successful Bid (as defined below). In the event such 

Qualified Bid is approved by the Bankruptcy Court as the Successful Bid, but the 

Qualified Bidder fails to timely close its purchase of the Assets, then the deposit of 

such Qualified Bidder shall immediately thereafter be forfeited and become 

property of the bankruptcy estate; 

d. Terms of Auction. The terms of the Auction shall be for “cash” or cash equivalent 

payable in accordance with the terms of the Sale Agreements with the Buyer, or 

such agreements with the Successful Bidder approved by the Bankruptcy Court. 

Further, the Qualified Bid of any Qualified Bidder shall not be subject to any due 

diligence or any other contingency whatsoever, except for Bankruptcy Court 

approval and as otherwise contained in the any applicable agreement submitted 

with in connection with such Qualified Bid, and any such Qualified Bid must not 

have a financing contingency. All Qualified Bids must include a detailed 

description of the sources and relevant amounts of equity or debt financing. If 

financing shall be provided by external sources, a Qualified Bid must include copies 

of relevant commitment letters and identify the individuals (and their phone 

numbers) at the institutions involved so that Debtor (or its counsel) may contact 

them; 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 26 of 110
e. Terms of Qualified Bid. A Qualified Bid must state that (i) it constitutes a binding 

offer and shall remain in effect through the Closing Date of the Successful Bid, and 

(ii) the Qualified Bidder is prepared to consummate the transaction under the Sale 

Agreements or any applicable Agreement on the Closing Date after the entry of an 

order of the Bankruptcy Court approving the Qualified Bid; 

f. Bidding. In the event that the Debtor receives one or more Qualified Bids, an 

Auction will be conducted. The Buyer shall be given copies of all Qualified Bids 

prior to the start of any Auction. Bidding at the Auction shall be limited to the 

Buyer and those Qualified Bidders who have submitted Qualified Bids. 

Commencing with the highest and best Qualified Bid (as determined by the 

Trustee), competitive bidding among Qualified Bidder(s) shall proceed in 

increments of $5,000 in excess of the highest Qualified Bid (or such other amounts 

and terms that the Debtors determine will result in the highest and best offer), with 

such competitive bidding to continue until the highest and best bid to purchase the 

Assets is received in the exercise of the Debtor’s business judgment. The highest 

and best Qualified Bid shall be recommended by the Debtor to the Bankruptcy 

Court for approval (the “Successful Bid” and the “Successful Bidder”); 

g. Back-up Bidder. Upon the conclusion of the Auction, the Debtor shall have the 

right (but not the obligation) to designate the second highest and best Qualified Bid 

as the “Back-up Bid” and the party making the Back-up Bid as the “Back-up 

Bidder.” By submitting a Qualified Bid, each Qualified Bidder is subject to being 

designated a Back-up Bidder by the Debtors. If, for any reason, the Successful 

Bidder is unable or unwilling to timely perform its obligations under the terms of 

the Successful Bid, the Debtor, in the exercise of its business judgment, may sell 

the Assets to the Back-up Bidder without further notice or a hearing and said Backup Bidder shall be obligated to close its purchase of the Assets according to the 

terms of its Back-up Bid and, as the case may be, the terms and conditions of the 

Sale Agreement or the applicable Competing Offer. The Back-up Bidder shall 

remain a Back-up Bidder through the date that is ten (10) business days after the 

termination of the applicable sale agreements with the Successful Bidder. 

6. General Terms of Sale: 

a. Highest and Best Offer. The Assets will be sold to the Qualified Bidder(s) making 

the highest and best bid on the Assets; 

b. Firm Offers. All bids shall be “firm offers” and shall not contain any contingencies 

to the validity, effectiveness, and/or binding nature of the offer, including, without 

limitation, contingencies for financing, due diligence or inspection, except for the 

conditions to closing provided for in the Sale Agreements or agreements submitted 

with the applicable Qualified Bid; 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 27 of 110
c. Requirement for Qualified Bidders to Appear at Auction and Sale Hearing. All 

Qualified Bidders shall personally appear (via the selected virtual platforms)at the 

online Auction and the Sale Hearing, or through a duly authorized representative; 

d. Non-Conforming Bids Disqualified from Auction. Any entity that fails to submit a 

timely, conforming Qualified Bid, as set forth above, shall be disqualified from 

bidding for the Purchased Assets at the Auction. In addition, the Debtor is not 

required to entertain any bids that are not more favorable to the Debtor’s estate than 

the Sale Agreement; 

e. The Debtor’s Business Judgment. The Debtor: (a) may exercise its business 

judgment to recommend a sale of the Assets to any Qualified Bidder whose bid the 

Debtor determines to be highest or best and in the best interests of the Debtor’s 

estate; and (b) shall consult with any significant constituent it deems necessary in 

connection with the bidding process and the selection of the highest or otherwise 

best bid. In exercising its business judgment as to which bid constitutes the highest 

or otherwise best bid, the Debtor may consider all factors which the Debtor deems 

relevant, including but not limited to, the terms and conditions of the Sale 

Agreement, the bidder’s ability to close the proposed transaction, the scope of the 

proposed transaction, the form and market value of any non-cash consideration 

offered, the aggregate value of any assets not included in such bid and the Debtor’s 

ability to recognize such value, and the costs to the Debtor’s estate of any bid. Each 

Qualified Bidder should be prepared to make its best and final offer at the Auction, 

and the Debtor reserves all rights to object to and oppose any request for a 

continuance or recess of the Sale Hearing; 

f. No Warranties. The sale of the Assets will be on an “as is, where is” basis, with all 

faults, without any representations or warranties by the Debtor, except as otherwise 

set forth in the Sale Agreement, but free and clear of all liens, claims, and 

encumbrances, with such liens, claims, and encumbrances to attach to the proceeds 

of the sale; 

g. Jurisdiction. All Qualified Bidders shall be deemed to have consented to the core 

jurisdiction of the Bankruptcy Court and to have waived any right to jury trial in 

connection with any disputes relating to the Auction and/or the Sale of the Assets; 

h. Bankruptcy Court Approval. The Sale shall be subject to approval of the 

Bankruptcy Court at the Sale Hearing and the Sale Order shall be in form and 

substance reasonably satisfactory to the Debtor and the Successful Bidder; 

i. Additional Terms. The Debtor may, at, before, or during the Auction, impose such 

other and additional terms and conditions not inconsistent with these Bid 

Procedures as it reasonably determines to be in the best interest of the Debtor’s 

estate, creditors, or other parties in interest; 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 28 of 110
j. Headings. The headings of all sections of these Bid Procedures are inserted solely 

for the convenience of reference and are not a part of and are not intended to govern, 

limit or aid in the construction or interpretation of any term or provision hereof. 

[End of Document]

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 29 of 110
EXHIBIT 1-B 

PROPOSED SALE NOTICE 

And 

PROPOSED ASSUMPTION AND ASSIGNMENT NOTICE

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 30 of 110
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov 

In re: Chapter 11 

Beta Music Group, Inc. and Case No. 21-12199-SMG 

Get Credit Healthy, Inc., Case No. 21-12201-SMG 

 (Jointly Administered) 

Debtors. 

_____________________________ / 

NOTICE OF SALE, AUCTION, AND SALE HEARING 

PLEASE TAKE NOTICE THAT on March ____, 2021, Beta Music Group, Inc. and Get 

Credit Healthy, Inc. (the “Debtors”) filed the Debtors’ Motion for Entry of (1) An Order Approving 

(A) Bidding Procedures, (B) Assumption Procedures, (C) The Form and Manner of Notices, (D) 

Sale Agreements With Stalking Horse Bidder and (E) Scheduling an Auction, a Sale Hearing, and 

Establishing Dates and Deadlines Related Thereto; and (2) An Order (A) Authorizing the Sale of 

Substantially All of the Debtors’ Assets, Free and Clear of All Liens, Claims, and Encumbrances, 

(B) Granting the Purchaser the Protections Afforded to a Good Faith Purchaser, and (C) Granting 

Related Relief (the “Sale Motion”) [ECF No. ___]. The Sale Motion seeks to sell substantially all 

of the assets of Get Credit Healthy, Inc. (the “Assets”) by public auction, free and clear of all liens, 

claims, and encumbrances pursuant to 11 U.S.C. §§ 363(b) and (f) to the party making the highest 

and best bid (the “Successful Bidder”). Additionally, the Sale Motion seeks to, among other things: 

(1) approve the proposed sale and bidding procedures (the “Bidding Procedures”); (2) schedule a 

hearing to approve the bid procedures; (3) approve the form and notice of sale; (4) schedule an 

auction; (5) schedule a hearing to approve the sale; (6) approve the assumption procedures, and 

(7) approve the forms of Sale Agreements to be used in connection with the sale. 

On March ___, 2021, the United States Bankruptcy Court for the Southern District of 

Florida approved the Bidding Procedures included in the Sale Motion in that certain Order, dated 

March _____, 2021 [ECF No. ____] (the “Bidding Procedures Order”). All interested parties 

should carefully read the Bidding Procedures Order and the Bidding Procedures. Copies of these 

documents are available upon email request made to the Debtors’ attorney (information below). A 

separate notice will be provided to counterparties to executory contracts that the Debtor may 

assume and assign in connection with the sale. Pursuant to the Bidding Procedures Order, the 

Court authorized the Debtors to conduct an auction, if necessary, to determine the highest or best 

offer for the Assets on May , 2021 at a.m./p.m. (the “Auction”) by virtual online platform 

hosted by the offices of Markowitz Ringel Trusty & Hartog, P.A.1 Parties interested in receiving 

information regarding the Auction should contact counsel for the Debtors, Grace E. Robson, Esq., 

Markowitz Ringel Trusty & Hartog, P.A. by telephone at (954) 767-0030 or by email at 

grobson@mrthlaw.com. 

1

 Or such other location as the Debtors may designate prior to the Auction. 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 31 of 110
The deadline to submit a Qualified Bid for the Assets is April 30, 2021 by 4:00 p.m. (ET) 

(the “Bidding Deadline”). Only parties that have submitted a Qualified Bid in accordance with the 

Bidding Procedures prior to the Bidding Deadline may participate in the Auction. 

Unless adjourned in accordance with the Bidding Procedures Order or other order of the 

Court, the hearing to consider the approval of the sale of the Assets to the Successful Bidder, free 

and clear of all liens, claims, and encumbrances, will be held before the Honorable Scott M. 

Grossman, United States Bankruptcy Judge, on May , 2021 at a.m./p.m. by Zoom Video 

Conference (the “Sale Hearing”). The Sale Hearing may be continued from time to time without 

further notice to creditors or parties in interest other than by announcement of the continuance in 

open court on the date scheduled for the Sale Hearing. The video conference will be conducted 

using the services of Zoom Video Communications, Inc. Zoom will provide a password-protected 

link for the appropriate Zoom video conference to those who register to participate and who have 

been approved by the Court. All participants must conduct a prehearing test of Zoom using the 

same equipment that they intend to use during the hearing. Each person wishing to participate 

in the hearing by video conference must register for the video conference using the web 

address provided in the notice of hearing generated by the Court or provided in the Court 

order scheduling the hearing. Participants must register at least 24 hours prior to the 

hearing.

Objections, if any, to the sale of the Assets, or the relief requested in the Sale Motion must: 

(1) be in writing; (2) comply with all applicable Federal Rules of Bankruptcy Procedure and/or 

Local Rules; (3) be filed with the Clerk of the Bankruptcy Court, United States Courthouse, 299 

East Broward Boulevard, Room 112, Fort Lauderdale, Florida 33301, or filed electronically via 

CM/ECF, on or before 4:00 p.m. on April 30, 2021, or such other time as the Debtors may agree 

upon; and (4) be served so as to be received no later than 4:00 p.m. on the same day, upon (i) 

counsel to the Debtors, Grace E. Robson, Esq., Markowitz Ringel Trusty & Hartog, P.A., 101 NE 

Third Avenue, Suite 1210, Fort Lauderdale, Florida 33301, Tel. (954) 767-0030, or by email at 

grobson@mrthlaw.com; and (ii) counsel for the Buyer, Robert J. Borghese by email at

rjb@borgheselaw.com. 

This Notice is subject to the terms and conditions of the Bidding Procedures Order and the 

Bidding Procedures, which shall control in the event of any conflict. The Debtors encourage parties 

in interest to review such documents in their entirety. Copies of the Sale Motion, the Bidding 

Procedures, and/or the Bidding Procedures Order may be obtained upon written request to counsel 

and the Debtors, Grace E. Robson, by email at grobson@mrthlaw.com. In addition, copies of the 

aforementioned pleadings may be found on the internet at http://ecf.flsb.uscourts.gov. 

PLEASE TAKE FURTHER NOTICE THAT YOU ARE RECEIVING THIS SALE 

HEARING NOTICE BECAUSE YOU ARE A CREDITOR, EQUITY SECURITY 

HOLDER OR CONTRACT COUNTERPARTY OF THE DEBTORS, OR OTHERWISE 

HAVE BEEN IDENTIFIED BY THE DEBTORS AS AN ENTITY WITH A 

PARTICULARIZED INTEREST IN THE SALE HEARING, AND THAT ANY PARTY

OR ENTITY WHO FAILS TO TIMELY MAKE AN OBJECTION TO THE SALE ON OR 

BEFORE THE SALE OBJECTION DEADLINE IN ACCORDANCE WITH THE SALE 

MOTION SHALL BE FOREVER BARRED FROM ASSERTING ANY OBJECTION TO 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 32 of 110
THE SALE, INCLUDING WITH RESPECT TO THE TRANSFER OF THE DEBTORS’ 

ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND 

OTHER INTERESTS. 

DATED: ______________, 2021 MARKOWITZ RINGEL TRUSTY & HARTOG, P.A. 

[Proposed] Counsel for the Chapter 11 Debtors 

101 NE Third Avenue, Suite 1210 

Fort Lauderdale, FL 33301 

Tel: (954) 767-0030 // Fax: (954) 767-0035

 

By: /s/ Grace E. Robson 

Grace E. Robson, Esq. 

Fla. Bar No. 178063 

grobson@mrthlaw.com

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 33 of 110
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov 

In re: Chapter 11 

Beta Music Group, Inc. and Case No. ________________ 

Get Credit Healthy, Inc., Case No. _______________ 

 (Jointly Administered) 

Debtors. 

_____________________________ / 

NOTICE TO COUNTERPARTIES TO POTENTIALLY 

ASSUMED EXECUTORY CONTRACTS AND UNEXPIRED LEASES

PLEASE TAKE NOTICE that, on _____________, 2021, the United States Bankruptcy Court 

for the Southern District of Florida entered an order (the “Bidding Procedures Order”) [ECF No. ___] 

approving, among other things, the bidding procedures for the sale of substantially all of the assets (the 

“Assets”) of Get Credit Healthy, Inc. (the “Debtor”), including the procedures for the assumption and 

assignment of executory contracts and unexpired leases by the Debtor, to CredEvolv, LLC (the “Buyer”) 

or to the Successful Bidder in connection therewith. 

PLEASE TAKE FURTHER NOTICE that, pursuant to the Sale Motion [ECF No. ____], the 

debtors may assume and assign to the Buyer or the Successful Bidder the contracts and leases listed on 

Exhibit A to this notice (the “Cure Notice”) to which you are a counterparty. Exhibit A identifies the 

contract or lease proposed to be assumed and assigned as well as the proposed cure amount that the Trustee 

believes must be paid in order to assume the contract or lease (the "Cure Amount''). 

PLEASE TAKE FURTHER NOTICE that, if you disagree with the proposed Cure Amount, or 

the proposed assumption and assignment of the contract or lease, your objection must (i) be in writing; (ii) 

comply with the applicable provisions of the Bankruptcy Rules, Local Bankruptcy Rules; (iii) state with 

specificity the nature of the objection and, if the objection pertains to the proposed Cure Amount, the correct

cure amount alleged by the objecting counterparty, together with any applicable and appropriate 

documentation in support thereof; and (iv) be filed with the Bankruptcy Court and served so as to be actually 

received by no later than April 30, 2021, at 4:00p.m. Eastern Time (the "Objection Deadline") by the 

Bankruptcy Court and the following parties as follows: 

Bankruptcy Court 

United States Bankruptcy Court, Clerk of Court 

United States Courthouse 

299 East Broward Boulevard, Room 112 

Fort Lauderdale, FL 33301

YOU ARE RECEIVING THIS NOTICE BECAUSE YOU OR ONE OF 

YOUR AFFILIATES IS A COUNTERPARTY TO AN EXECUTORY 

CONTRACT OR UNEXPIRED LEASE WITH ONE OR MORE OF THE 

DEBTORS AS SET FORTH ON EXHIBIT A ATTACHED HERETO

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 34 of 110
Tel: 954-769-5700 

*Limited Operations – Check www.flsb.uscourts.gov

Counsel to Debtor(s) 

Grace E. Robson, Esq. 

Email: grobson@mrthlaw.com 

Counsel to Buyer 

Robert J. Borghese 

Email: rjb@borgheselaw.com

PLEASE TAKE FURTHER NOTICE that any objections filed by the Objection Deadline shall 

be heard by the Bankruptcy Court on ________________, 2021 at ____________ a.m./p.m. by Zoom 

Videoconference. The video conference will be conducted using the services of Zoom Video 

Communications, Inc. Zoom will provide a password-protected link for the appropriate Zoom video 

conference to those who register to participate and who have been approved by the Court. All participants 

must conduct a prehearing test of Zoom using the same equipment that they intend to use during the 

hearing. Each person wishing to participate in the hearing by video conference must register for the 

video conference using the web address provided in the notice of hearing generated by the Court or 

provided in the Court order scheduling the hearing. Participants must register at least 24 hours prior 

to the hearing.

PLEASE TAKE FURTHER NOTICE that, nothing herein (i) alters in any way the prepetition 

nature of the contracts and leases or the validity, priority or amount of any claims of a counterparty to any 

contract or lease against the Debtors that may arise under such contract or lease, (ii) creates a post-petition 

contract or agreement or (iii) elevates to administrative expense priority any claims of a counterparty to any 

contract or lease against the Debtors that may arise under such contract or lease.

This Notice is not an admission by the Debtors that such contract or lease is executory or 

unexpired. 

Dated: __________, 2021 Markowitz Ringel Trusty & Hartog, PA 

 [Proposed] Counsel for the Chapter 11 Debtors 

101 NE Third Avenue, Suite 1210 

Fort Lauderdale, FL 33301 

T: (954) 767-0030 // F: (954) 767-0035 

By: /s/ Grace E. Robson 

GRACE E. ROBSON 

Fla. Bar No. 0178063 

grobson@mrthlaw.com

 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 35 of 110
Exhibit A 

Proposed Cure Amounts1

Party to Lease/Contract Description of 

Lease/Contract 

Proposed Cure Amount 

 

1

 The Debtors reserve the right to dispute or otherwise revise the cure amounts listed. The cure amounts were calculated 

based upon preliminary information gathered by the Debtors. 

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EXHIBIT 1-C 

SALE AGREEMENT 

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EXHIBIT 2 

PROPOSED ORDER APPROVING SALE 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov

In re: Chapter 11 

Beta Music Group, Inc. and Case No. 21-12199-SMG 

Get Credit Healthy, Inc., Case No. 21-12201-SMG 

 (Jointly Administered) 

Debtors. 

_____________________________ / 

ORDER GRANTING DEBTORS’ MOTION FOR ENTRY OF AN ORDER 

(A) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS’ 

ASSETS, FREE AND CLEAR OF ALL LIENS, CLAIMS, AND ENCUMBRANCES, (B) 

GRANTING THE PURCHASER THE PROTECTIONS AFFORDED TO A GOOD 

FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF 

THIS MATTER came before this Court on _____________, 2021 at _____ a.m./p.m., 

upon the Debtors’ Motion For Entry of (1) An Order Approving (A) Bidding Procedures, (B) 

Assumption Procedures, (C) the Form and Manner of Notices, (D) Sale Agreements with 

Stalking Horse Bidder, and (E) Scheduling an Auction, a Sale Hearing, and Establishing Dates 

and Deadlines Related Thereto; and (2) an Order (A) Authorizing the Sale of Substantially All of 

the Debtors’ Assets, Free and Clear of All Liens, Claims, and Encumbrances, (B) Granting the 

Purchaser the Protections Afforded to a Good Faith Purchaser, and (C) Granting Related Relief 

(the “Motion”) [ECF No. _____]. The Court, having considered the Motion, having considered 

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2 

the evidence presented by unopposed proffers, argument of counsel, the Court file, 

representations of counsel, finds good cause to grant the Motion. Accordingly, it is FOUND 

AND DETERMINED THAT:1

Jurisdiction and Venue 

A. This Court has jurisdiction over this case and this proceeding pursuant to 28 

U.S.C. § 1334 and the Order of Reference entered by the United States District Court for the 

Southern District of Florida on March 21, 2012. Administrative Order 2012-25. 

B. This is a core proceeding pursuant to 28 U.S.C. §§ 157(b)(2)(A), (M), (N) and 

(O). 

C. Venue of these cases and proceedings is proper in this district pursuant to 28 

U.S.C. §§ 1408 and 1409. 

Statutory Predicates 

D. The Motion sought relief pursuant to sections 105, 363, 365 and 1123(a)(5)(D) of 

the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006, 9008, 9014, and Local Rules 

6004-1 and 6006-1. 

Background 

E. Beta Music Group, Inc. (“BEMG”) and Get Credit Healthy, Inc. (“GCH”, and 

together with BEMG, the “Debtors”) filed voluntary petitions under Chapter 11, Title 11 of the 

United States Code (the “Bankruptcy Code”) on March 5, 2021 (the “Petition Date”). 

F. As of the Petition Date, GCH was the owner of various software and intellectual 

property, technology, websites, and other personal property as more fully detailed in its 

bankruptcy schedules (collectively, the “Assets”). 

1 Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as 

findings of fact to the fullest extent of the law. See Fed. R. Bankr. P. 7052.

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3 

G. Prior to the Petition Date, the United States Small Business Administration 

(“SBA”) was the holder of a promissory note and security agreement, as evidenced by the UCC1 financing statement filed with the State of Florida. 

Notice

H. On March ___, 2021, the Debtors filed the Motion seeking to sell the Assets. On 

March ____ , 2021, the Debtors served a copy of the Motion [ECF No. _____] and Notice of 

Hearing [ECF No. ______] upon all creditors and other parties in interest. See Certificate of 

Service, ECF No. ____. Further, the Order Approving (A) Bidding Procedures, (B) The Form 

And Manner Of Notices, (C) Sale Agreements With Stalking Horse Bidder, Including Purchaser 

Protections And (D) Scheduling An Auction, A Sale Hearing, And Establishing Dates And 

Deadlines Related Thereto [ECF No. ____] and the Notice of Auction and Sale Hearing were 

served on all creditors, parties in interest and potential bidders on ________________, 2021. See 

Certificate(s) of Service [ECF No. ____]. 

I. As evidenced by the certificates of service filed with the Court [ECF Nos. _____], 

and based upon representations of counsel, due, proper, timely, adequate and sufficient notice of 

the Motion, the proposed sale of the Assets (the “Sale”), and hearing to approve the Sale has 

been provided. All creditors and parties in interest were afforded an opportunity to object and be 

heard. 

J. On ________, 2021, the Debtors served notices (the “Assumption and 

Assignment Notices”) of the potential assumption and assignment of the Assumed Contracts on 

the counterparties to such Assumed Contracts, which notices included (i) the Assumed Contracts 

that could potentially be assumed and assigned, (ii) the name of the counterparties to such 

Assumed Contracts, (iii) the amount, if any, determined by the Debtors to be necessary to be 

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4 

paid (the “Cure Amounts”) as of the date of the Assumption and Assignment Notices upon the 

assumption of the Assumed Contracts, and (iv) the deadline by which any counterparty to any of 

the Assumed Contracts must object to the possible assumption by the Debtors and assignment to 

the Buyer of the Assumed Contracts. The service of such Assumption and Assignment Notices 

was good, sufficient, and appropriate under the particular circumstances, and no other or further 

notice(s) of the assumption and assignment of the Assumed Contracts or the applicable Cure 

Amounts is/are required. Each counterparty to the Assumed Contracts has had an opportunity to 

object to the assumption by the Debtors and the assignment to the Buyer of the Assumed 

Contracts and to the applicable Cure Amounts set forth in the Assumption and Assignment 

Notices. 

Marketing & Business Justification 

K. On May ____, 2021, the Debtors conducted an auction (the “Auction”), and on 

May ____, 2021, the Court conducted a hearing on the Motion (the “Hearing”). 

L. As demonstrated by (i) the testimony and other evidence proffered or introduced 

at the Sale Hearing and (ii) the representations of counsel made on the record at the Sale 

Hearing, the Debtors have fairly marketed the Assets under the circumstances and conducted the 

related sale process in good faith and in compliance in all respects with the Bidding Procedures 

and the Bidding Procedures Order. All interested persons and entities have been afforded a full, 

fair, and reasonable opportunity to (i) conduct due diligence investigations, (ii) submit bids and 

to submit higher or otherwise better bids to purchase the Assets, and (iii) object or be heard with 

respect to the Motion and the relief granted by this Order. The Bidding Procedures were noncollusive, designed and implemented in good faith, substantively and procedurally fair to all 

parties, and obtained the highest and best value for the Assets for the Debtors, their creditors, and 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 102 of 110
5 

the estates. In accordance with the Bidding Procedures, the Debtors determined that the 

combined bid submitted by the Buyer and reflected in and memorialized by the Sale Agreements 

is the highest and best bid for the Assets. 

M. The Debtors testified by proffer that they believe the written offer submitted by 

CredEvolv, LLC or its assigns (the “Buyer”) in the amount of $________________, pursuant to 

the Asset Purchase Agreement submitted by the Buyer [as modified at the Auction], including all 

addendums or modifications thereto (the “Contract”) was a fair and reasonable offer, and that the 

written offer submitted by _________________ (the “Back-Up Buyer”), in the amount of 

$____________________, subject to the other terms and conditions in the Commercial Contract 

it submitted was the next highest and best bid (also referred to as the “Contract” when referring 

to the Back-Up Buyer). 

N. The Buyer would not have entered into the Contract and would not consummate 

the transactions contemplated thereby, including, without limitation, the Sale Transaction and the 

assumption and assignment of the Assumed Contracts, (i) if the transfer of the Assets was not 

free and clear of all Liens and Claims, and other interests of any kind or nature whatsoever, 

including, without limitation, rights or claims based on any taxes or successor or transferee 

liability, or (ii) if the Buyer would, or in the future could, be liable for any such Liens and 

Claims, and other interests, including, without limitation, rights or claims based on any taxes or 

successor or transferee liability. The Buyer will not consummate the transactions contemplated 

by the Contract, including, without limitation, the Sale Transaction and the assumption and 

assignment of the Assumed Contracts, unless this Court expressly orders that neither the Buyer, 

nor any of its affiliates, its present or contemplated members, partners, officers, directors or 

shareholders, or the Assets will have any liability whatsoever with respect to, or be required to 

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satisfy in any manner, whether at law or equity, or by payment, setoff, or otherwise, directly or 

indirectly, any Liens and Claims, or other interests, including, without limitation, rights or claims 

based on any taxes, successor or transferee liability. 

O. The Debtors have demonstrated good, sufficient, and sound business reasons and 

compelling circumstances to enter into the Contract and to consummate the transactions 

contemplated thereby, including, without limitation, the Sale Transaction and the assumption and 

assignment of the Assumed Contracts, and such actions are appropriate and reasonable exercises 

of the Debtors’ business judgment and in the best interests of the Debtors, their estates and 

creditors, and other parties in interest. Such business reasons include, but are not limited to, the 

facts that (i) the Sale Agreements and the terms thereof constitute the highest and best offer for 

the Assets and provide fair and reasonable consideration for the Assets, (ii) no other entity or 

group of entities has offered to purchase the Assets for greater economic value to the Debtors or 

the estates than the Buyer, (iii) the Sale Transaction, under and pursuant to the terms of the 

Contract, presents the best opportunity to realize the value of the Assets and avoid decline and 

devaluation of the Assets, (iv) the consideration to be provided by the Buyer under the Contract 

exceeds the liquidation value of the Assets, and (v) unless the Sale Transaction and all of the 

other transactions contemplated by the Contract are concluded expeditiously as provided for in 

the Motion and pursuant to the Contract, recoveries to creditors may be diminished. The 

Debtors’ determination that the Contract constitutes the highest and best offer for the Assets 

constitutes a valid and sound exercise of the Debtors’ business judgment. 

P. The terms and conditions of the Contract, including, without limitation, the 

consideration to be realized by the Debtors pursuant to the Contract, are fair and reasonable. 

Approval of the Motion, the Contract, and the transactions contemplated thereby, including, 

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without limitation, the Sale Transaction and the assumption and assignment of the Assumed 

Contracts, is in the best interest of the Debtors, the estates and creditors, and all other parties in 

interest. 

Q. Upon consideration of the facts of this case, the Court finds that the Debtors’ 

business judgment to sell the Assets is sound. 

Good Faith 

R. The offers submitted by the Buyer and Back-Up Buyer were the result of good 

faith, arms’ length negotiations with the Debtors and bids made at the Auction pursuant to 

procedures previously approved by the Court. 

S. Neither the Buyer nor Back-Up Buyer is an “insider” of the Debtors (as defined in 

the Bankruptcy Code). Accordingly, the Buyer and Back-Up Buyer are good faith purchasers 

entitled to the full protections afforded under 11 U.S.C. § 363(m) and any other applicable or 

similar provisions under applicable bankruptcy and non-bankruptcy law. None of the Debtors, 

the Buyer, or their respective agents, officials, personnel, representatives, and advisors, have 

engaged in any conduct that would cause or permit the avoidance of the Contract or any of the 

transactions contemplated thereby, including, without limitation, the Sale Transaction and the 

assumption and assignment of the Assumed Contracts, or the imposition of costs, fees, expenses, 

or damages under section 363(n) of the Bankruptcy Code. Neither the Buyer nor its agents, 

officials, personnel, representatives, or advisors is/are an “insider” of the Debtors, as that term is 

defined in section 101(31) of the Bankruptcy Code. 

No Fraudulent Transfer 

T. The consideration to be provided by the Buyer for the Assets pursuant to the 

Contract (i) is fair and reasonable under the circumstances, (ii) is the highest and best offer for 

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8 

the Assets, (iii) will provide a greater recovery for the Debtors’ creditors and estates than would 

be provided by any other practical available alternative, and (iv) constitutes reasonably 

equivalent value and fair consideration. 

U. The Buyer is not a mere continuation of the Debtors or the estates, there is no 

continuity or common identity between the Buyer and the Debtors, and there is no continuity of 

enterprise between the Buyer and the Debtors. The Buyer is not holding itself out to the public 

as a continuation of the Debtors. The Buyer is not a successor to the Debtors or the estates, and 

none of the transactions contemplated by the Contract, including, without limitation, the Sale 

Transaction or the assumption and assignment of the Assumed Contracts, amounts to a 

consolidation, merger, or de facto merger of the Buyer with or into the Debtors. None of the 

transactions contemplated by the Contract, including, without limitation, the Sale Transaction or 

the assumption and assignment of the Assumed Contracts, is being undertaken for the purpose of 

escaping liability for the Debtors’ debts or hindering, delaying or defrauding creditors. 

Assumed Contracts 

V. The assumption and assignment of the Assumed Contracts, free and clear of all 

Liens and Claims, and other interests of any kind or nature whatsoever, pursuant to the terms of 

this Order is integral to the transactions contemplated by the Contract and is in the best interest 

of the Debtors, the estates and creditors, and all other parties in interest, and represents a 

reasonable exercise of the Debtors’ sound and prudent business judgment. 

W. Pursuant to the terms of the Contract, by the Closing Date and to the extent 

necessary, the Debtors shall have: (i) cured or provided adequate assurance of cure of, any 

monetary default existing as of the Closing Date under any of the Assumed Contracts, within the 

meaning of section 365(b)(1)(A) of the Bankruptcy Code, and (ii) provided compensation, or 

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adequate assurance of compensation, to any party for actual pecuniary loss to such party 

resulting from a monetary default existing as of the Closing Date under any of the Assumed 

Contracts, within the meaning of section 365(b)(1)(B) of the Bankruptcy Code. 

X. The Buyer has demonstrated adequate assurance of its future performance under 

the Assumed Contracts within the meaning of sections 365(b)(1)(C) and 365(f)(2)(B) of the 

Bankruptcy Code. Pursuant to section 365(f) of the Bankruptcy Code, the Assumed Contracts to 

be assumed and assigned under the Contract shall be assigned and transferred to, and remain in 

full force and effect for the benefit of, the Buyer notwithstanding any provision in the contracts 

or other restrictions prohibiting the assignment or transfer. 

FOR THE FOREGOING REASONS, IT IS ORDERED as follows: 

1. The Motion is GRANTED. 

2. Pursuant to 11 U.S.C. §§ 105, 363, and 365, the Debtors are authorized to sell and 

transfer to the Buyer (or Back-Up Buyer if the Buyer fails to close) all of Get Credit Healthy, 

Inc.’s right, title, and interest in the Assets according to the terms of the Contract, free and clear 

of all liens, claims, encumbrances, and other interests of any kind or nature whatsoever, 

including, without limitation, rights or claims based on any taxes or successor or transferee 

liability (collectively, the “Liens”). Any Liens against the Assets will attach to the net proceeds 

of the sale (after payment of the allowed expenses and payments as authorized by the Court), 

with the same effect, validity, enforceability and priority of such Liens, if any, as such Liens had 

against the Assets prior to the sale contemplated in the Contract or as otherwise provided in this 

Order. Any creditor or party in interest that did not object to the Motion is deemed to have 

consented to the Motion and Sale. In the event any party fails to release its liens, claims, 

encumbrances or interests against the Assets, this Court shall enter such further Orders as may be 

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required to release such Liens from the Assets so as to clear title to the Assets and permit its 

conveyance free and clear of any such Liens. 

3. At the closing on the Sale, the Debtors are authorized to pay the SBA in the 

amount of $25,000.00 from the sale proceeds in full satisfaction of its secured claim against Get 

Credit Healthy, Inc. The SBA shall execute a release of lien or other documents necessary to 

implement the sale to Buyer free and clear of the SBA’s liens, claims and encumbrances on the 

Assets. 

4. The Debtors and Buyer (or Back-Up Buyer as applicable) are authorized to 

execute, deliver, perform, consummate, and implement all of the terms and conditions of the 

Contract, together with all additional instruments and documents that may be necessary or 

appropriate to effectuate the transactions contemplated by the Contract. 

5. Subject to the Closing terms provided for under the Contract, the transfer of the 

Assets shall be a legal, valid, and effective transfer of the Property and shall vest the Buyer (or 

Back-Up Buyer as applicable) with all of Get Credit Healthy’s right, title, and interest in the 

Assets. 

6. The purchase price for the Assets under the Contract constitutes fair market value 

based upon arms’ length negotiations. The Buyer (or Back-Up Buyer as applicable) shall be 

entitled to the protection of the good faith purchaser for value under 11 U.S.C. § 363(m), if this 

Order or any authorization contained herein is reversed or modified on appeal. The sale is not 

subject to avoidance pursuant to 11 U.S.C. § 363(n). 

7. Upon the Debtor’s payment to the SBA at closing of the amounts referenced in 

paragraph 3, any secured claim filed by the SBA against the Debtor’s bankruptcy estate 

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regarding the Assets shall be deemed satisfied, with no further distributions required with respect 

to the Assets. 

8. Each and every federal, state, local, municipal, or other governmental agency or 

department is directed to accept any and all documents and instruments necessary and 

appropriate to consummate the transactions contemplated by the Motion and this Order. Since 

the transfer of the Assets to the Buyer is pursuant to the confirmed Debtors’ Joint Plan of 

Liquidation Dated March ____, 2021 [ECF No. ______], such transfer may not be taxed 

under any law imposing a stamp tax or similar tax pursuant to 11 U.S.C. § 1146(a).

9. The terms of the Contract and this Order will be binding in all respects upon, and 

will inure to the benefit of the Debtors, Buyer (or Back-Up Buyer, as applicable) and their 

respective affiliates, successors and assigns, and any affected third parties, notwithstanding any 

subsequent conversion of this case to a different chapter of the Bankruptcy Code or removal of 

the Debtor(s) as debtor in possession. 

10. Markowitz Ringel Trusty & Hartog, P.A., counsel for the Debtors is authorized to 

return any good faith deposit to bidders other than the Buyer and Back-Up Buyer, and is further 

authorized to return the good faith deposit of the Back-Up Buyer after the 25th day after the 

entry of this Order. 

11. The 14-day stay of this Order under Bankruptcy Rule 6004(h) is waived. 

12. This Court retains exclusive jurisdiction to: (i) enforce and implement the 

Contract and any other agreements and instruments executed in connection with the Contract; (ii) 

compel delivery of possession of the Property to the Buyer (or Back-Up Buyer as applicable); 

(iii) resolve any disputes, controversies or claims arising out of or relating to the Contract; (iv) 

interpret, implement and enforce the provisions of this Order. 

Case 21-12199-SMG Doc 16 Filed 03/08/21 Page 109 of 110
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# # # 

Submitted by: 

Grace E. Robson, Esq. 

Markowitz, Ringel, Trusty & Hartog, P.A. 

Attorneys for the Chapter 11 Trustee 

101 NE Third Avenue, Suite 1210 

Fort Lauderdale, FL 33301 

Tel: (954) 767-0030 

Copy furnished to: 

Grace E. Robson, Esq. 

(Attorney ROBSON is directed to mail a copy of this Order to all parties in interest and to file a 

certificate of service).

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