EXHIBIT 2 

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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

FORT LAUDERDALE DIVISION

www.flsb.uscourts.gov

In re: Chapter 11 Cases

LIBERTY POWER HOLDINGS, LLC, Case No. 21-13797-SMG

LPT, LLC, Case No. 21-15537-SMG

LIBERTY POWER MARYLAND, LLC, Case No. 21-15539-SMG

LIBERTY POWER DISTRICT OF COLUMBIA, LLC Case No. 21-15540-SMG

Debtors. (Jointly administered 21-13797-SMG) 

/ 

JOINT DISCLOSURE STATEMENT FOR CHAPTER 11 PLAN OF LIQUIDATION 

PROPOSED BY LIBERTY POWER HOLDINGS, LLC, LPT, LLC, LIBERTY POWER 

MARYLAND, LLC AND LIBERTY POWER DISTRICT OF COLUMBIA, LLC

VENABLE, LLP

Paul J. Battista, Esq.

Florida Bar No. 884162

Mariaelena Gayo-Guitian, Esq.

Florida Bar No. 813818 

Heather L. Harmon, Esq.

Florida Bar No. 013192

100 SE 2nd Street, 44th Floor

Miami, FL 33131

Telephone: (305) 349-2300

Facsimile: (305) 349-2310

Counsel for the Debtors

Dated as of April 14, 2023. 

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DISCLAIMER

THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS 

INCLUDED HEREIN FOR PURPOSES OF SOLICITING ACCEPTANCES OF THE JOINT 

CHAPTER 11 PLAN OF LIQUIDATION PROPOSED BY LIBERTY POWER HOLDINGS, LLC, 

LPT, LLC, LIBERTY POWER MARYLAND, LLC, AND LIBERTY POWER DISTRICT OF 

COLUMBIA, LLC (THE “PLAN”), 1AND MAY NOT BE RELIED UPON FOR ANY PURPOSE 

OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN. NO SOLICITATION OF 

VOTES TO ACCEPT THE PLAN MAY BE MADE EXCEPT PURSUANT TO SECTION 1125 

OF TITLE 11 OF THE UNITED STATES CODE.

THE ONLY CLASS OF CLAIMS OR EQUITY INTERESTS ENTITLED TO VOTE 

ON THE PLAN IS THE CLASS 4 ALLOWED SECURED CLAIM OF BOSTON ENERGY 

TRADING AND MARKETING, LLC. ALL OTHER CLASSES OF CLAIMS AND 

EQUITY INTERESTS UNDER THE PLAN ARE EITHER UNIMPAIRED AND 

THEREFORE ARE CONCLUSIVELY PRESUMED TO HAVE VOTED TO ACCEPT 

THE PLAN UNDER SECTION 1126(F) OF THE BANKRUPTCY CODE, OR WILL NOT 

RECEIVE OR RETAIN ANY PROPERTY UNDER THE PLAN ON ACCOUNT OF SUCH 

CLAIMS OR EQUITY INTERESTS, AND THEREFORE ARE DEEMED TO HAVE 

REJECTED THE PLAN UNDER SECTION 1126(G) OF THE BANKRUPTCY CODE. 

FOR AVOIDANCE OF DOUBT, THE DEBTORS DO NOT INTEND TO SOLICIT VOTES 

FROM ANY CLASS OF CLAIMS OR EQUITY INTERESTS OTHER THAN FROM 

BOSTON ENERGY TRADING AND MARKETING, LLC ON ITS CLASS 4 ALLOWED 

SECURED CLAIM.

ALL EXHIBITS TO THE DISCLOSURE STATEMENT ARE INCORPORATED INTO 

AND ARE A PART OF THIS DISCLOSURE STATEMENT AS IF SET FORTH IN FULL 

HEREIN 

THIS DISCLOSURE STATEMENT CONTAINS A SUMMARY OF CERTAIN 

PROVISIONS OF THE PLAN. ALTHOUGH THE DEBTORS BELIEVE AND HAVE MADE 

EVERY EFFORT TO ENSURE THAT THIS SUMMARY PROVIDES ADEQUATE 

INFORMATION WITH RESPECT TO THE PLAN, IT DOES NOT PURPORT TO BE 

COMPLETE AND IS QUALIFIED TO THE EXTENT IT DOES NOT SET FORTH THE 

ENTIRE CONTENT OF THE PLAN. IF THERE IS ANY INCONSISTENCY BETWEEN THE 

PLAN AND THE SUMMARY OF THE PLAN CONTAINED IN THIS DISCLOSURE 

STATEMENT, THE PLAN SHALL CONTROL. ACCORDINGLY, EACH HOLDER OF A 

CLAIM SHOULD REVIEW THE PLAN IN ITS ENTIRETY.

THE DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH 

SECTION 1125 OF THE UNITED STATES BANKRUPTCY CODE AND RULE 3016(b) OF 

THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND NOT NECESSARILY IN 

ACCORDANCE WITH OTHER NON-BANKRUPTCY LAW. PERSONS OR ENTITIES 

TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING CLAIMS 

AGAINST THE DEBTORS SHOULD EVALUATE THIS DISCLOSURE STATEMENT AND 

1

 Unless otherwise defined, capitalized terms used herein shall have the meaning ascribed to such terms in the Plan.

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THE PLAN IN LIGHT OF THE PURPOSE FOR WHICH IT WAS PREPARED. THIS 

DISCLOSURE STATEMENT SHALL NOT BE CONSTRUED TO BE ADVICE ON THE TAX, 

SECURITIES OR OTHER LEGAL EFFECTS OF THE LIQUIDATION OF THE DEBTORS AS 

TO HOLDERS OF CLAIMS AGAINST OR EQUITY INTERESTS IN THE DEBTORS. 

AS TO ANY CONTESTED MATTERS OR OTHER ACTIONS OR THREATENED 

ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOT CONSTITUTE OR BE 

CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION OR 

WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS. 

THIS DISCLOSURE STATEMENT WILL NOT BE ADMISSIBLE IN ANY NONBANKRUPTCY PROCEEDING INVOLVING THE DEBTORS OR ANY OTHER PARTY, 

NOR WILL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE ON THE TAX, 

SECURITIES, OR OTHER LEGAL EFFECTS OF THE PLAN AS TO HOLDERS OF CLAIMS 

AGAINST, OR EQUITY INTERESTS IN, THE DEBTORS IN THESE CHAPTER 11 CASES. 

NO HOLDER OF A CLAIM SHOULD RELY ON ANY INFORMATION RELATING 

TO THE DEBTORS, THEIR PROPERTY OR ANYPLAN OTHER THAN THAT CONTAINED 

IN THIS DISCLOSURE STATEMENT AND THE ATTACHED EXHIBITS. THE 

STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE AS OF 

THE DATE HEREOF UNLESS ANOTHER TIME IS SPECIFIED HEREIN, AND (I) THERE 

CAN BE NO ASSURANCE THAT THE STATEMENTS CONTAINED HEREIN WILL BE 

CORRECT AT ANY TIME AFTER THE DATE HEREOF, AND (II) THE DELIVERY OF THIS 

DISCLOSURE STATEMENT SHALL NOT CREATE AN IMPLICATION THAT THERE HAS 

BEEN NO CHANGE IN THE INFORMATION STATED SINCE THE DATE HEREOF.

THIS DISCLOSURE STATEMENT IS THE ONLY DOCUMENT AUTHORIZED BY 

THE BANKRUPTCY COURT TO BE USED IN CONNECTION WITH THE SOLICITATION 

OF VOTES ACCEPTING THE PLAN. NO REPRESENTATIONS HAVE BEEN 

AUTHORIZED BY THE BANKRUPTCY COURT CONCERNING THE DEBTORS OR THE 

PLAN, EXCEPT AS EXPLICITLY SET FORTH IN THE DISCLOSURE STATEMENT. 

APPROVAL OF THIS DISCLOSURE STATEMENT BY THE BANKRUPTCY COURT DOES 

NOT INDICATE THAT THE BANKRUPTCY COURT RECOMMENDS EITHER 

ACCEPTANCE OR REJECTION OF THE PLAN NOR DOES SUCH APPROVAL 

CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT OF THE FAIRNESS 

OR MERITS OF THE PLAN OR OF THE ACCURACY OR COMPLETENESS OF THE 

INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT.

EXCEPT WHERE SPECIFICALLY NOTED, THE FINANCIAL INFORMATION 

CONTAINED HEREIN HAS NOT BEEN AUDITED BY A CERTIFIED PUBLIC 

ACCOUNTANT AND MAY NOT HAVE BEEN PREPARED IN ACCORDANCE WITH 

ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES.

ALTHOUGH THE ATTORNEYS AND PROFESSIONAL/FINANCIAL ADVISORS 

EMPLOYED BY THE DEBTORS HAVE ASSISTED IN PREPARING THIS DISCLOSURE 

STATEMENT BASED UPON FACTUAL INFORMATION AND ASSUMPTIONS 

RESPECTING FINANCIAL, BUSINESS, AND ACCOUNTING DATA FOUND IN THE 

BOOKS AND RECORDS OF THE DEBTORS, THEY HAVE NOT INDEPENDENTLY 

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VERIFIED SUCH INFORMATION AND MAKE NO REPRESENTATIONS AS TO THE 

ACCURACY THEREOF. THE ATTORNEYS AND PROFESSIONAL/FINANCIAL 

ADVISORS EMPLOYED BY THE DEBTORS SHALL HAVE NO LIABILITY FOR THE 

INFORMATION IN THIS DISCLOSURE STATEMENT.

THE DEBTORS RESERVE THE RIGHT TO OBJECT TO ANY CLAIM PRIOR TO 

THE DEADLINE ESTABLISHED BY THE BANKRUPTCY COURT. ON AND AFTER THE 

EFFECTIVE DATE OF THE PLAN, THE DEBTORS AND REORGANIZED DEBTORS WILL 

BE VESTED WITH FULL AUTHORITY TO UNDERTAKE THE CLAIMS OBJECTION 

PROCESS WITH RESPECT TO ALL CLAIMS THAT HAVE NOT BEEN PREVIOUSLY 

RESOLVED BY COURT ORDER OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, 

GENERAL UNSECURED CLAIMS). THE ACTUAL AMOUNTS OF THE DISTRIBUTIONS 

UNDER THE PLAN TO THE HOLDERS OF ALLOWED CLAIMS WILL BE DETERMINED 

AFTER COMPLETION OF THE CLAIMS OBJECTION PROCESS.

THE DEBTORS BELIEVE THAT THE PLAN PROVIDES THE BEST POSSIBLE 

RESULT FOR ALL HOLDERS OF CLAIMS AND EQUITY INTERESTS. THE 

DEBTORS ALSO BELIEVE THAT THE PLAN WILL ENABLE THE DEBTORS TO 

ACCOMPLISH THE OBJECTIVES OF LIQUIDATION UNDER CHAPTER 11 AND 

THAT ACCEPTANCE OF THE PLAN IS IN THE BEST INTERESTS OF THE 

DEBTORS, ITS CREDITORS AND HOLDERS OF EQUITY INTERESTS. THUS, IT IS 

THE OPINION OF THE DEBTORS THAT THE TREATMENT OF CREDITORS AND 

HOLDERS OF EQUITY INTEREST UNDER THE PLAN CONTEMPLATES A 

GREATER RECOVERY THAN THAT WHICH IS LIKELY TO BE ACHIEVED 

THROUGH LIQUIDATION OF THE DEBTORS IN A CASE UNDER CHAPTER 7 OR 

UPON DISMISSAL OF THIS CHAPTER 11 CASES. 

IF YOU ARE ENTITLED TO VOTE TO APPROVE THE PLAN, YOU ARE 

RECEIVING A BALLOT WITH YOUR NOTICE OF THIS DISCLOSURE STATEMENT. 

THE DEBTORS STRONGLY URGES CREDITORS TO VOTE TO ACCEPT THE PLAN.

IRS CIRCULAR 230 NOTICE: TO ENSURE COMPLIANCE WITH IRS CIRCULAR 

230, HOLDERS OF CLAIMS AND EQUITY INTERESTS ARE HEREBY NOTIFIED THAT: 

(A) ANY DISCUSSION OF FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN 

THIS DISCLOSURE STATEMENT IS NOT INTENDED OR WRITTEN TO BE USED, AND 

CANNOT BE USED, BY HOLDERS OF CLAIMS OR EQUITY INTERESTS FOR THE 

PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THEM UNDER THE 

INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS WRITTEN IN CONNECTION 

WITH THE PROMOTION OR MARKETING BY THE DEBTORS OF THE TRANSACTIONS 

OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS OF CLAIMS AND EQUITY 

INTERESTS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR 

CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

THIS DISCLOSURE STATEMENT WAS NOT FILED WITH THE SECURITIES AND 

EXCHANGE COMMISSION OR ANY STATE AUTHORITY AND NEITHER THE 

SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE AUTHORITY HAS 

PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DISCLOSURE STATEMENT 

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OR UPON THE MERITS OF THE PLAN. NEITHER THIS DISCLOSURE STATEMENT NOR 

THE SOLICITATION OF VOTES TO ACCEPT OR REJECT ANY PLAN CONSTITUTES AN 

OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY 

STATE OR JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT 

AUTHORIZED.

THIS DISCLOSURE STATEMENT MAY CONTAIN “FORWARD LOOKING 

STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION 

REFORM ACT OF 1995. SUCH STATEMENTS CONSIST OF ANY STATEMENT OTHER 

THAN A RECITATION OF HISTORICAL FACT AND CAN BE IDENTIFIED BY THE USE 

OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “EXPECT,” 

“ANTICIPATE,” “ESTIMATE” OR “CONTINUE” OR THE NEGATIVE THEREOF OR 

OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. THE READER IS 

CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS ARE NECESSARILY 

SPECULATIVE AND THERE ARE CERTAIN RISKS AND UNCERTAINTIES THAT 

COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM 

THOSE REFERRED TO IN SUCH FORWARD-LOOKING STATEMENTS.

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TABLE OF CONTENTS

I. INTRODUCTION....................................................................................................... 1

A. Overview of Chapter 11 and the Plan Confirmation Process. ............................. 2

B. Plan Overview and Recommendation of the Debtors. ....................................... 2

C. Summary of Voting Requirements for Plan Confirmation.................................. 3

1. In General........................................................................................................ 3

2. Unimpaired and Impaired Classes Under the Plan. ............................................ 3

3. Acceptances by Class of Claims and Equity Interests........................................ 4

4. Nonconsensual Confirmation............................................................................4

5. Voting Deadline. .............................................................................................. 5

6. Voting Instructions ..........................................................................................5 

7. Additional Information.....................................................................................5

II. BACKGROUND INFORMATION ............................................................................. 5

A. Overview of the Debtors’ Business................................................................... 5

B. The Debtors’ Corporate Structure..................................................................... 7

C. Meeting of Creditors / Bar Date Deadlines........................................................ 7 

D. Administrative Claim(s) Bar Date Deadlines..................................................... 7 

E. Assets and Claims........................................................................................... 8 

F. Administrative Claims Filed............................................................................. 8

G. Priority Tax Claims.......................................................................................... 9

H. Customer Contracts........................................................................................ 10 

III. THE DEBTORS’ PRE-PETITION FINANCING..................................................... 120 

A. The Shell Energy Transaction and Default...................................................... 10

B. The BETM Closing........................................................................................11

IV. EVENTS LEADING TO THE FILING OF THE CHAPTER 11 CASES .................... 14

A. Winter Storm Uri........................................................................................... 12

B. Notice(s) of Default by BETM ....................................................................... 13

C. Reconstitution of Board of Managers and Retention of Chief Restructuring 

Officer .......................................................................................................... 13

D. Termination of Employees.............................................................................14

V. EVENTS OCCURRING DURING DEBTORS’ CHAPTER 11 CASES ..................... 14

A. Bankruptcy Filings and First Day Orders. ....................................................... 14

i. Retention and Employment of Professionals................................................... 15

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ii. Turnover Motion............................................................................................17 

iii. Schedules and Statement of Financial Affairs.................................................. 17 

iv. Cash Management Motion..............................................................................18 

v. Critical Vendor Motion..................................................................................18 

vi. Sales Tax Motion...........................................................................................19

vii. Key Employee Motion ...................................................................................19

B. Other Matters ................................................................................................19

i. Relief from the Automatic Stay Motions ....................................................... 19

ii. The Hanover Insurance Company – Bond Claims........................................... 20

iii. Extensions of Exclusivity...............................................................................21

iv. Professional Fee Procedures and Interim Fee Awards...................................... 22

v. Debtor-In-Possession Monthly Reports........................................................... 23 

C. The Stalking Horse Buyer, the Purchase Agreement and the Sale Process........ 23

D. Rejection of Certain Executory Contracts........................................................ 24

E. Debtor-in-Possession Financing and Use of Cash Collateral............................ 24

VI. THE JOINT CHAPTER 11 PLAN OF LIQUIDATION PROPOSED BY THE 

DEBTORS................................................................................................................ 26

A. Summary of Classification ............................................................................. 26

i. Administrative Claims, Professional Fee Claims, Priorty Tax Claims, 

Statutory Fees and the BETM’s DIP Financing Claims.................................... 26

ii. Classification of Claims and Equity Interests.................................................. 28

B. Class Categories.............................................................................................28

C. Treatment of Claims and Equity Interests........................................................ 30

VII. MEANS FOR IMPLEMENTATION OF THE PLAN ................................................ 33

A. Joint Chapter 11 Plan and Vesting of Property ................................................ 33 

B. Source of Funding for Plan Distributions........................................................ 34

C. The BETM Plan Settlement pursuant to Bankruptcy Rule 9019 ....................... 34 

D. Distributions..................................................................................................36 

E. Liquidation and Dissolution of Debtors........................................................... 36 

F. Preservation and Abandonment of Records..................................................... 37 

G. Deadline for Filing Applications for Professional Fee Claims.......................... 37 

H. Disallowance of Claims Without Further Order of the Court............................ 37 

I. Post-Effective Date Reports and Fees............................................................. 37 

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J. Preservation of Causes of Action.................................................................... 37

K. Prosecution and Settlement of Causes of Action and Objections to Claims....... 38

L. Automatic Stay..............................................................................................39 

M. Closing of the Chapter 11 Cases..................................................................... 39

VIII. PROVISIONS GOVERNING DISTRIBUTIONS...................................................... 39

A. Manner of Cash Payments Under the Plan....................................................... 39

B. Delivery of Distributions................................................................................39

C. Undeliverable and Unclaimed Distributions.................................................... 39

D. Compliance with Tax Requirements............................................................... 40

E. No Payments of Fractional Dollars................................................................. 40

F. Interest on Claims.......................................................................................... 41

G. No Distribution in Excess of Allowed Amount of Claim................................. 41

H. Setoff and Recoupment.................................................................................. 41

I. De Minimis Distributions............................................................................... 41

J. Distributions in Satisfaction; Allocation.......................................................... 41

K. No Distributions on Late-Filed Claims............................................................ 42

IX. DISPUTED CLAIMS................................................................................................ 42

A. Resolution of Disputed Claims....................................................................... 42

B. Objection Deadline ........................................................................................ 42

C. Estimation of Claims...................................................................................... 42

D. No Distributions Pending Allowance; Disputed Claims Reserve..................... 42

X. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES........ 43 

A. General Provisions......................................................................................... 43 

B. Notice of Deemed Rejection........................................................................... 43 

XI. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE ..................................... 43 

A. Conditions Precedent..................................................................................... 43 

B. Waiver of Conditions Precedent..................................................................... 44 

XII. EFFECT OF CONFIRMATION; EXCULPATION, INJUNCTION AND 

RELATED PROVISIONS .............................................................................. 44 

A. Settlement, Compromise and Release of Claims and Equity Interests............... 44 

B. Plan Injunction............................................................................................... 44 

C. All Distributions Received in Full and Final Satisfaction................................. 45 

D. No Discharge of Debtors................................................................................ 45 

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E. No Modification of Res Judicata Effect........................................................... 45 

F. Exculpation.................................................................................................... 45 

G. Limitations on Exculpation............................................................................. 46 

XIV. RETENTION OF JURISDICTION............................................................................ 46 

XV. MISCELLANEOUS PROVISIONS........................................................................... 47

A. Modification of Plan ..................................................................................... 47 

B. Revocation of Plans ...................................................................................... 47 

C. Binding Effect ............................................................................................... 47 

D. Successors and Assigns ................................................................................. 48

E. Governing Law..............................................................................................48

F. Severability....................................................................................................48

G. Regulatory Approval......................................................................................48

H. Reservation of Rights.....................................................................................48

I. Section 1125(e) Good Faith Compliance......................................................... 48

J. Further Assurances.........................................................................................48

K. Service of Documents.................................................................................... 49

L. Filing of Additional Documents...................................................................... 49

M. No Stay of Confirmation Order....................................................................... 49

N. Bankruptcy Rule 9010 Request, Impact.......................................................... 49

XVI. RISK FACTORS IN CONNECTION WITH THE PLAN........................................... 49

A. Bankruptcy Considerations ............................................................................49

B. No Duty to Update Disclosures....................................................................... 50

C. Representations Outside the Disclosure Statement........................................... 50

D. No Admission ...............................................................................................50

E. Tax and Other Related Considerations............................................................ 50

XVII. PLAN CONFIRMATION AND CONSUMMATION ................................................ 51

A. The Confirmation Hearing.............................................................................. 51 

B. Plan Confirmation Requirements under the Bankruptcy Code.......................... 51

XVIII. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE 

PLAN ....................................................................................................................... 53

A. Chapter 7 Liquidation..................................................................................... 53

B. Alternative Plan Pursuant to Chapter 11 of the Bankruptcy Code..................... 53

C. Dismissal of the Debtors Chapter 11 Cases..................................................... 53

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XIX. CERTAIN FEDERAL TAX CONSEQUENCES ....................................................... 53

A. General.......................................................................................................... 54

XX. RECOMMENDATION AND CONCLUSION .......................................................... 55

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EXHIBITS 

Exhibit 1 Joint Plan of Liquidation Proposed by Liberty Power Holdings, LLC, LPT, LLC, 

Liberty Power of Maryland, LLC and Liberty Power of the District of Columbia, 

LLC, dated April 14, 2023

Exhibit 2 Claims Register 

Exhibit 3 Liquidation Analysis

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I. INTRODUCTION

On April 20, 2021 (the “Holdings Petition Date”), Holdings filed a voluntary petition for 

relief under chapter 11 of title 11 of the United States Code (as now in effect or as hereafter 

amended, the “Bankruptcy Code”) (the “Main Bankruptcy Case”) in the United States Bankruptcy 

Court for the Southern District of Florida (the “Bankruptcy Court”). Since that time, Holdings has 

operated as a debtor-in-possession pursuant to section 1107 and 1008 of the Bankruptcy Code. 

On June 4, 2021 (the “Subsidiary Petition Date”), LPDC, LPT and LPMD (collectively, 

the “Subsidiary Debtors”), who are wholly owned subsidiaries of Holdings, each filed a voluntary 

petition for relief under the Bankruptcy Code, which Chapter 11 cases were jointly administered 

with the Main Bankruptcy Case (collectively, the “Chapter 11 Cases”). Since that time, the 

Subsidiary Debtors have operated as debtors-in-possession pursuant to Sections 1107 and 1108 of 

the Bankruptcy Code. 

The Debtors submit this disclosure statement (the “Disclosure Statement”) pursuant to 

section 1125 of the Bankruptcy Code and rule 3017 of the Federal Rules of Bankruptcy Procedure 

(as now in effect or as hereafter amended, the “Bankruptcy Rules”), in connection with the 

solicitation of votes on the Joint Chapter 11 Plan of Liquidation Proposed by Liberty Power 

Holdings, LLC, LPT, LLC, Liberty Power of Maryland, LLC and Liberty Power District of 

Columbia, LLC, dated as of April 14, 2023 (the “Plan”) and attached hereto as Exhibit “1” and

incorporated herein by reference. 2 The Debtors believe that confirmation and implementation of 

the Plan is in the best interests of the Debtors’ Estates, Creditors and all other interested parties. 

Although proposed jointly for administrative purposes, the Plan shall apply as a separate Plan for 

each of the Debtors and the classification of Claims and Equity Interests set forth therein shall 

apply separately to each of the Debtors. The Debtors’ bankruptcy Estates have not been 

substantively consolidated.

This Disclosure Statement is intended to provide adequate information of a kind, and in 

sufficient detail, to enable the Debtors’ Creditors to make an informed judgment about the Plan, 

including whether to accept or reject the Plan. This Disclosure Statement sets forth certain 

information regarding: (i) the Debtors’ prepetition operating and financial history; (ii) the Debtors’ 

need to file for relief under chapter 11 of the Bankruptcy Code; (iii) significant events that have 

occurred during the Debtors’ Chapter 11 Cases; (iv) the terms of the Plan; (v) the manner in which 

Distributions will be made under the Plan; (vi) certain effects of confirmation of the Plan; (vii) 

certain risk factors associated with the Plan; and (viii) the confirmation process and the voting 

procedures that holders of Claims entitled to vote under the Plan must follow for their votes to be 

counted.

This Disclosure Statement is subject to the Bankruptcy Court’s approval, as containing

information of a kind, and in sufficient detail, adequate to enable a hypothetical, reasonable

2

 This Disclosure Statement incorporates the definitions and rules of interpretation located in Article I of the Plan. 

Any summary provided in this Disclosure Statement of any documents attached to this Disclosure Statement, including 

the Plan, is qualified in its entirety by reference to the Plan, the exhibits, and other materials referenced in the Plan, 

and the documents being summarized. In the event of any inconsistencies between the terms of this Disclosure 

Statement and the Plan, the Plan shall govern.

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investor typical of each of the Classes whose votes are being solicited to make an informed

judgment with respect to the Plan. THE BANKRUPTCY COURT’S APPROVAL OF THIS 

DISCLOSURE STATEMENT DOES NOT CONSTITUTE A DETERMINATION WITH 

RESPECT TO THE MERITS OF THE PLAN. ALL CREDITORS ARE ENCOURAGED 

TO READ THIS DISCLOSURE STATEMENT AND ITS EXHIBITS CAREFULLY AND 

IN THEIR ENTIRETY BEFORE DECIDING TO VOTE TO ACCEPT OR REJECT THE 

PLAN. 

The summary of the Plan provided herein is qualified in its entirety by reference to the 

Plan. To the extent that the information provided in this Disclosure Statement and the Plan 

(including any Plan Supplements) conflict, the terms of the Plan (including any Plan Supplements) 

will control. Terms not otherwise specifically defined herein will have the meanings attributed to 

them in the Plan. Each definition in this Disclosure Statement and in the Plan includes both the 

singular and plural. Headings are for convenience or reference and shall not affect the meaning or

interpretation of this Disclosure Statement.

A. Overview of Chapter 11 and the Plan Confirmation Process. 

Chapter 11 of the Bankruptcy Code allows a debtor to reorganize or to liquidate and wind 

up its affairs for the benefit of the debtor and its creditors. Upon the commencement of a chapter 

11 case, an estate is created comprised of all the legal and equitable interests of a debtor as of the 

date the petition is filed, and the current owner(s) and management typically remain in control of 

the debtor as a debtor-in-possession. 

Pursuant to section 362 of the Bankruptcy Code, the filing of a chapter 11 petition imposes 

an automatic stay of all attempts by creditors or third-parties to collect or enforce prepetition claims 

against a debtor or otherwise interfere with its property or business, unless relief from the 

automatic stay is obtained from the bankruptcy court.

The Bankruptcy Code is designed to encourage the parties-in-interest in a chapter 11 case 

to negotiate the terms of a chapter 11 plan so that it may be confirmed. A chapter 11 plan is the 

vehicle for satisfying or otherwise addressing the claims against and the interests in the debtor. 

Confirmation of a chapter 11 plan makes it binding on the debtor and all of its creditors and the 

prior obligations owed by the debtor to such parties are compromised in exchange for the 

obligations specified in the plan.

After a chapter 11 plan has been filed, the holders of impaired claims against the debtors 

are permitted to vote to accept or reject the plan unless such holders are deemed to have rejected 

the plan under section 1126(g) of the Bankruptcy Code. Before soliciting acceptances of the 

proposed plan, section 1125 of the Bankruptcy Code requires the debtor to file a disclosure 

statement containing adequate information of a kind, and in sufficient detail, to enable a 

hypothetical, reasonable investor to make an informed judgment about the plan. 

B. Plan Overview and Recommendation of the Debtors. 

The Distribution Agent will make all Distributions under the Plan from the Available Cash, 

which as set forth in the Liquidation Analysis attached as Exhibit “3” to this Disclosure Statement 

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includes, without limitation, Cash in the Debtors’ bank accounts, the Professional Fee Escrow, the 

retainers of Professionals, and proceeds from the prosecution and/or settlement of Causes of 

Action before and after the Effective Date, including pursuant to the D&O Settlement Agreement 

and the Kaufman Settlement Agreement. Pursuant to the BETM Plan Settlement and subject to 

and conditioned on confirmation of the Plan and the Plan becoming effective, BETM has agreed 

to subordinate its right to receive a Distribution on account of: (a) the DIP Financing Claims, (b) 

the BETM Adequate Protection Obligation, and (c) the BETM Class 4 Allowed Secured Claim, 

so as to enable the Debtors to use the Available Cash (i) to pay the Agreed Senior Claims in 

connection with confirmation of the Plan, and/or (ii)to pay for the prosecution of Causes of Action 

on terms acceptable to the Debtors and BETM. As a material inducement to BETM’s agreement 

to the BETM Plan Settlement so as to allow the Debtors to use the Available Cash as set forth 

above, effective automatically on the Effective Date, the Debtors shall provide general releases to 

the BETM Released Parties as more fully set forth in the Plan. 

 The following is a brief overview of the Plan and is qualified by reference to the Plan

itself. 

C. Summary of Voting Requirements for Plan Confirmation. 

1. In General. 

Creditors should refer only to this Disclosure Statement and the Plan and any Court 

approved solicitations to determine whether to vote to accept or reject the Plan. Under the 

Bankruptcy Code, only holders of Claims that are “impaired” are entitled to vote to accept or reject 

the Plan unless such holders are deemed to have rejected the Plan under section 1126(g) of the 

Bankruptcy Code. Under section 1124 of the Bankruptcy Code, a class of claims or interests is 

deemed to be “impaired” under a plan unless (1) the plan leaves unaltered the legal, equitable and 

contractual rights to which such claim or interest entitles the holder thereof, or (2) notwithstanding 

any legal right to an accelerated payment of such claim or interest, the plan, among other things, 

cures all existing defaults (other than defaults resulting from the occurrence of events of 

bankruptcy) and reinstates the maturity of such claim or interest as it existed before the default. 

Any Claim in an Impaired Class that is subject to a pending objection or is scheduled as 

unliquidated, disputed or contingent is not entitled to vote unless the holder of such Claim has 

obtained an order of the Bankruptcy Court temporarily allowing the Claim for the purpose of 

voting on the Plan.

Pursuant to the Bankruptcy Code, only creditors who actually vote on the Plan will be 

counted for purposes of determining whether the required number of acceptances have been 

obtained for each such Plan. Failure to deliver a properly completed ballot by the Voting Deadline 

(as defined herein) will result in an abstention; consequently, the vote will neither be counted as 

an acceptance or rejection of the Plan.

2. Unimpaired and Impaired Classes Under the Plan. 

The Claims in each of Class 1 (Other Priority Claims), Class 2 (Secured Claim of Hanover 

Insurance Company, and Class 3 (Secured Claim of Eckert Seamans) are Unimpaired and therefore 

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the holders of Claims in those Classes are not entitled to vote to accept or reject the Plan, but rather 

are deemed to have accepted the Plan under Section 1126(f) of the Bankruptcy Code. 

The Claim in Class 4 (Secured Claim of BETM) is Impaired and entitled to vote. 

The Claims in Class 5 (Secured Claim Of Shell Energy), Class 6 (Secured Claim of 

Mezzanine Lender), Class 7 (General Unsecured Claims), Class 8 (Subordinated Claim of the 

Illinois Attorney General) and Class 9 (Equity Interests) are Impaired and are deemed to have 

rejected the Plan pursuant to Section 1126(g) because the holders therein will not receive any 

Distribution or retain any property under the Plan on account of their respective Claims or Equity 

Interests. As a result, the Debtors intend to exercise the right to seek confirmation of the Plan 

through a “cramdown” on Classes 5 through 9 of the Plan pursuant to section 1129(b) of the 

Bankruptcy Code.

3. Acceptance by Class of Claims and Equity Interests. 

Under the Bankruptcy Code, an Impaired Class of Claims shall be deemed to accept the 

Plan if (a) holders (other than any holder designated under section 1126(e) of the Bankruptcy 

Code) of at least two-thirds in dollar amount of the Allowed Claims actually voting in such Class 

have voted to accept the Plan, and (b) the holders (other than any holder designated under section 

1126(e) of the Bankruptcy Code) of more than one-half in number of the Allowed Claims actually 

voting in such Class have voted to accept the Plan. For purposes of calculating the number of 

Allowed Claims in a Class of Claims that have voted to accept or reject the Plan under section 

1126(c) of the Bankruptcy Code, all Allowed Claims in such Class held by one Entity or any 

Affiliate thereof shall be aggregated and treated as one Allowed Claim in such Class. For purposes 

of any Claim in any Impaired Class that is Disputed as to its amount only, the holder of such claim 

shall be entitled to vote on the Plan as if such holder held an Allowed Claim in an amount equal 

to the undisputed portion of such Claim.

A class of equity interest holders is deemed to accept a plan if the holders of at least twothirds (2/3) in amount of those interest holders that actually cast ballots vote to accept such plan. 

A class of equity interest holders is impaired, not entitled to vote, and deemed to reject the plan if 

the plan treats such holders by providing that they will retain no property and receive no 

distributions under the plan on account of such interests. 

As set forth above, the only Class of Claims or Equity Interests that is entitled to vote 

on the Plan is the Class 4 Allowed Secured Claim of BETM. All other classes of Claims and 

Equity Interests are either unimpaired and deemed to have voted to accept the Plan under 

section 1126(f) of the Bankruptcy Code or will not receive or retain any property under the 

Plan on account of their Claims or Equity Interests and therefore are deemed to have 

rejected the Plan under section 1126(g) of the Bankruptcy Code.

4. Nonconsensual Confirmation. 

In the event that any Class of Claims or Equity Interests entitled to vote shall not accept 

the Plan by the requisite statutory majority required by section 1129(a) of the Bankruptcy Code, 

the Debtors reserve the right to (a) request that the Bankruptcy Court confirm the Plan in 

accordance with section 1129(b) of theBankruptcy Code with respect to such non-accepting Class, 

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in which case the Plan shall constitute a motion for such relief, or (b) alter, amend or modify the 

Plan. The Debtors shall exercise the right to seek confirmation of the Plan under section 1129(b)

of the Bankruptcy Code with respect to Classes 5 through 9 under the Plan. 

5. Voting Deadline.

If a Creditor holds a Claim classified in a voting Class of Claims under a Plan, the 

Creditor’s acceptance or rejection of such Plan is important and must be in writing and submitted 

on time. The voting deadline is ___________ 2023 at 5:00 pm (Eastern Time)(the “Voting 

Deadline”). 

6. Voting Instructions. 

IN ORDER FOR A VOTE TO BE COUNTED, THE BALLOT MUST BE 

PROPERLY COMPLETED IN ACCORDANCE WITH THE VOTING INSTRUCTIONS 

ON THE BALLOT AND RETURNED TO THE CLERK OF THE COURT OF THE 

UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF 

FLORIDA (FT. LAUDERDALE DIVISION) BY THE VOTING DEADLINE AT THE 

ADDRESS PRINTED ON THE BALLOT.

7. Additional Information. 

If you have any questions about (i) the procedure for voting on your Claim, (ii) the package 

of materials that you have received, (iii) the amount of your Claim, (iv) obtaining or replacing a 

Ballot, or (v) obtaining an additional copy of any Plan, this Disclosure Statement, or any exhibits 

to such documents, please contact the Debtors’ counsel, Venable, LLP, 100 S.E. Second Street, 

44th Floor, Miami, FL 33131, Attn: Paul J. Battista, Esq., email: pjbattista@venable.com and 

Mariaelena Gayo-Guitian Esq. mguitian@venable.com. 

II. BACKGROUND INFORMATION

A. Overview of the Debtors’ Business. 

The Debtors were retail energy providers (an “REP”) that were active in competitive

electricity markets in over a dozen jurisdictions. Holdings and the Subsidiary Debtors were 

certified and licensed to provide retail electric service by the relevant regulatory authorities in each 

of California, Connecticut, District of Columbia, Delaware, Illinois, Maine, Maryland, 

Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Texas and 

Virginia. The Debtors served hundreds of thousands of customer accounts in the foregoing 14 

states. The Debtors’ customers included residential, commercial and industrial customers. The 

Debtors typically made a profit from the margin between the contract price the Debtors charged 

their customers and the cost to the Debtors for electricity purchased in the wholesale markets.

Holdings operated a relatively simple business model in concept, but a very complicated 

one in execution. In general, the Debtors sold electricity to residential, commercial and industrial 

customers, wherein it competed in price and terms with other REPs and the public utility in a given 

market area. Holdings typically made a profit in the form of a margin between the price it charged 

a customer under a sales contract for electricity and the cost at which Holdings sourced such 

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electricity in the wholesale markets. However, that margin had to account for the costs associated 

with hedging, financing, and commercial operating expenses, among other things.

The Debtors’ business was credit intensive. This feature is a function of how power is

ultimately consumed and secured in organized markets. Each organized market is operated by an

independent system operator (each, an “ISO”), including the Electric Reliability Council of Texas

(“ERCOT”), Pennsylvania, Jersey Maryland Power Pool, New York ISO, ISO-New England and 

Midcontinent Independent Systems Operation (“MISO”). As Holdings’ customers consumed 

electricity, each ISO balanced that consumption with generation, and this balancing was treated as 

a purchase by Holdings in the wholesale markets and a resale to the customer. Typically, on a 

monthly basis, the ISO settled accounts and, in doing so, invoiced Holdings for the power 

collectively consumed by its customers as a purchase in the wholesale market. Because the ISO 

was effectively taking counterparty credit exposure to Holdings as any month progressed, the ISO 

demanded that Holdings provide it with credit assurance. Holdings’ funding and capital was 

provided by BETM pursuant to a secured credit facility described in more detail below.

The Debtors obtained their credit support and power supply from a series of lenders, 

starting with Deutsche Bank, then British Petroleum and from Shell Energy North America (US), 

L.P (“Shell Energy”) through July 2020. In July 2020, Holdings completed a restructuring of its 

capital structure and transitioned its wholesale energy supply arrangement from Shell to BETM

pursuant to certain secured credit facilities described in more detail below. In that transaction, 

Shell Energy agreed to take a third-tier note in lieu of outstanding debt that Holding owed to Shell 

Energy at that time in the amount of $63,492,663 (the “Shell Loan”). In addition, David Hernandez 

and Martin Halpern provided Holdings with a $10 million second-tier mezzanine loan (the 

“Mezzanine Loan”). 

The Debtors’ ultimate parent company, Liberty Power Corp. LLC (“LPC”)3 provided all 

of the essential management, personnel and operating services to Holdings and in turn to each of 

the Subsidiary Debtors pursuant to the terms of a Management Services Agreement (the “MSA”), 

dated as of August 8, 2006, as amended by First Amendment to Management Services Agreement, 

dated January 27, 2009, and as further amended by the Amended and Restated Management 

Services Agreement, dated January 27, 2014, and by the Second Amended and Restated 

Management Services Agreement dated as of July 6, 2020. 

The Debtors did not have any of their own employees and relied exclusively and 

completely on LPC to be able to operate their businesses, manage customers’ accounts, deal with 

regulatory matters and perform all other critical business operations on a daily basis. In order to 

provide the required management services to the Debtors, LPC employed in excess of 80 

employees, who in turn provided all of the management services required under the MSA to the 

Debtors. As such, the Debtors relied on LPC to be able to conduct their business, manage 

customers’ accounts, deal with regulatory matters and perform other critical business operations 

on a daily basis. Pursuant to the MSA, Holdings provided the funding to LPC on a weekly basis 

in order to cover the actual expenses incurred by LPC in providing the requisite management 

3 On May 19, 2021, the Assignee for Liberty Power Corp. LLC filed an Assignment for the Benefit of Creditors of 

Liberty Power Corp., LLC Case No. CACE-21-010056 which is pending in the Seventeenth Judicial Circuit, In and 

For Broward County, Florida.

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services. 

B. The Debtors’ Corporate Structure.

Holdings is a limited liability company formed under the laws of the State of Delaware and 

a wholly-owned subsidiary of Liberty Power Super Holdings, LLC. (“Super Holdings”),which in 

turn is a wholly owned subsidiary of Liberty Power Corp, LLC (“LPC”) the Debtors’ parent 

company. Holdings owns and holds 100% of the outstanding membership interests in each of 

three subsidiaries, namely LPT, LLC, a Delaware limited liability company (authorized to do 

business in Texas as LPT SP, LLC) (“LPT”), Liberty Power Maryland LLC, a Delaware limited 

liability company (“LPMD”) and Liberty Power District of Columbia LLC, a Delaware limited 

liability company (“LPDC”). See Notice of Filing Corporate Organization Chart [ECF No. 14]. 

Holdings was founded in 2002 by David Hernandez, CEO (“Hernandez”), his brother 

Eliezer Hernandez (“E. Hernandez”) and Roshena Ham. At all relevant times, the managers of 

LPC were, Hernandez, Alberto Daire, (“Daire”),

4 and E. Hernandez. As of July 2020, the three 

(3) shareholders of LPC were Hernandez (52%), Daire (30%), and E. Hernandez (18%). On or 

about September 15, 2020, LPC appointed Derik Viner (“Viner”) as President of Holdings. The 

Debtors’ principal place of business was located at 2100 West Cypress Creek Road, Suite 130 Ft. 

Lauderdale, Florida 33309 (“Corporate Office”), which were leased by LPC. The Corporate 

Office was also LPC’s principal place of business. 

C. Meeting of Creditors / Bar Date Deadlines. 

Pursuant to that certain Notice of Chapter 11 Bankruptcy Case filed on April 21, 2021 in 

the Main Bankruptcy Case, the Section 341 Meeting of Creditors for Holdings was set for May 

24, 2021 at 2:30 p.m. (the “Meeting of Creditors”). In addition, the Deadline for Filing Proof of 

Claims (except governmental units) for Holdings was set for June 29, 2021, with the deadline for

Governmental units set for October 18, 2021 [ECF No. 7]. The Meeting of Creditors was 

rescheduled to June 29, 2021 at 9:30 a.m.[ECF No.92] and ultimately held and concluded on July 

23, 2021 [ECF No. 275].

D. Administrative Claim(s) Bar Date Deadlines

On January 11, 2022, the Court entered its Order Granting Debtors’ Expedited Motion (I) 

To Establish A Bar Date For The Filing Of Motions Seeking The Allowance And/Or Payment Of 

Administrative Expense Claims, And (II) To Designate The Form And Manner Of Notice Of 

Administrative Claims Bar Date [ECF No. 526] setting February 9, 2022 as the deadline for the 

filing of an appropriate motion or application seeking the allowance and/or payment of an 

administrative expense claim under section 503(b) of the Bankruptcy Code (the “First 

Administrative Bar Date”). 

On July 28, 2022 the Court entered its Order Granting Debtors’ Expedited Motion (I) To 

Establish Second Administrative Claims Bar Date for Certain Putative Creditors To Tile (I) 

Motions Seeking the Allowance and/or Payment of Administrative Expense Claims, and (II) To 

Designate The Form and Manner of Notice of Second Administrative Claims Bar Date [ECF No. 

4 Daire passed away in late April, 2021.

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752] setting August 23, 2022 as the second bar date deadline (the “Second Administrative Bar 

Date”) for the filing of an appropriate motion or application seeking the allowance and/or payment 

of an administrative expense claim under section 503(b) of the Bankruptcy Code. 

E. Assets and Claims.

On June 22, 2021, the Initial Schedules for Holdings reported in its Summary of Assets 

and Liabilities for Non-Individuals [ECF No.210] assets totaling approximately $57,625,276.36, 

and liabilities totaling approximately $211,637,831.37. On that same date, the Initial Schedules 

for (i) LPT reported in its Summary of Assets and Liabilities for Non-Individuals [ECF No.211] 

assets totaling $0, and liabilities totaling $0; (ii) LPMD reported in its Summary of Assets and 

Liabilities for Non-Individuals [ECF No.212] assets totaling $0, and liabilities totaling $0; and (iii) 

LPDC reported in its Summary of Assets and Liabilities for Non-Individuals [ECF No.213] assets 

totaling $0, and liabilities totaling $0. 

Pursuant to the Bar Date Order, a number of parties filed Proofs of Claim, which are set 

forth in more detail in Exhibit “2” attached hereto. A total of 8 secured claims5were filed totaling 

$209,297,110.77. Additionally, a total of 108 unsecured proof of claims6 were filed with 

liquidated amounts totaling in excess of $1.0 billion. 

However, included in that amount are the following non-exhaustive groups of disputed 

claims filed against the Debtors’ Estates: 

• 55 Customer Claims filed primarily as unliquidated property damage and personal 

injury claims, which claims are unsubstantiated and without merit;

• 5 general unsecured Rejection Damage Claims in excess of $3.0 million that are 

unsubstantiated, excessive and not supported under bankruptcy law; and

• 7 contested litigation related Claims with estimated damages in excess of $930 

million.

The Debtors have reviewed the Proofs of Claim and expect to file the objections to certain 

of such Claims as noted in Exhibit “2.”

F. Administrative Claims Filed

On November 9, 2021, the Court entered that certain Agreed Order Granting Postal Center 

International’s Motion to Allow Administrative Expense Claim [ECF No. 450] which granted an 

Allowed Chapter 11 Administrative expense claim to Postal Center International in the amount of 

$11,725.53 (the “Postal Allowed Administrative Claim”); 

On July 28, 2022, the Court entered that certain Order Granting Debtors’ Motion Pursuant 

to Section 105(a) Of the Bankruptcy Code and Fed. R. Bankr. P. 9019 to Approve The Terms of A 

5 These numbers exclude the identical secured claims of BETM and Shell that were filed against each of the Subsidiary 

Debtors.

6 Excluding duplicate claims filed against the Subsidiary Debtors.

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Settlement By and Between The Debtors and The Commonwealth of Massachusetts Department of 

Energy Resources and Department of Environmental Protection [ECF No. 751] approving the 

terms of that certain Settlement Agreement, dated May 15, 2022, granting, among other things,

the allowance of chapter 11 administrative expense claims in the aggregate amount of $475,000 to 

the Commonwealth of Massachusetts Department of Energy Resources (“DOER”) and the 

Commonwealth of Massachusetts Department of Environmental Protection (“MassDEP”) 

(collectively, “MASSDEP/ DOER Allowed Administrative Claim”). 

On October 14, 2022, the Court entered that certain Order Granting Debtors’ Motion 

Pursuant to Section 105(a) Of the Bankruptcy Code and Fed. R. Bankr. P. 9019 to Approve The 

Terms of A Settlement By and Between The Debtors and The State of Connecticut Public Utilities 

Regulatory Authority [ECF No. 800] approving the terms of that certain Settlement Agreement 

dated September 15, 2022, granting PURA, among other things, an allowed chapter 11 

administrative expense claim in the amount of $275,000 (“PURA Allowed Administrative 

Claim”). 

On November 2, 2022, the Court entered that certain Order Granting Debtors’ Motion 

Pursuant to Section 105(a) Of the Bankruptcy Code and Fed. R. Bankr. P. 9019 to Approve The 

Terms of A Settlement By and Between The Debtors and The City of New York Department of 

Finance (“NYC”) [ECF No. 810] approving the terms of that certain Settlement Agreement dated 

September 29, 2022, granting NYC, among other things, an allowed chapter 11 administrative 

expense claim in the amount of $26,000 (“NYC Allowed Administrative Claim”). 

On April 9, 2022, Lyria and Shawn O’Brien filed a Request of Lyria O’Brien and Shawn 

O’Brien For Allowance and Payment of Administrative Expense [ECF No. 620] asserting an 

administrative claim in the amount of 125,000 (the “O’Brien Administrative Claim”) plus 

reasonable attorneys’ fees and all costs related to a lawsuit pending in the United States District 

Court for the Southern District of Texas. The Debtors object to the O’Brien Administrative Claim, 

have taken discovery in connection therewith and intend to seek a hearing thereon in connection 

with pursuing confirmation of the Plan. 

G. Priority Tax Claims

On October 14, 2022, the Court entered that certain Order Granting Debtors’ Motion 

Pursuant to Section 105(a) Of the Bankruptcy Code and Fed. R. Bankr. P. 9019 to Approve The 

Terms of A Settlement By and Between The Debtors and The State of Connecticut Public Utilities 

Regulatory Authority [ECF No. 800] approving the terms of that certain Settlement Agreement 

dated September 15, 2022, and granting PURA, among other things, an allowed prepetition priority 

tax claim under section 507(a)(8) in the amount of $425,000 (“PURA Allowed Priority Tax 

Claim”), provided however, that notwithstanding confirmation of a chapter 11 plan of 

reorganization or liquidation by the Debtors in the Chapter 11 Cases, the PURA Allowed Priority 

Tax Claim shall only be paid if and when the Debtors have paid in full all allowed claims of Boston 

Energy Trading and Marketing, LLC, with any such payment on the PURA Allowed Priority Tax 

Claim being made from property of the Debtors’ bankruptcy Estates not otherwise secured by a 

lien securing an allowed claim and subject to any claims with a higher priority under the 

Bankruptcy Code to priority tax claims under section 507(a)(8) of the Bankruptcy Code, and 

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provided further that, to the extent applicable, the PURA Allowed Priority Tax Claim shall be paid 

pro-rata with all other allowed priority tax claims. 

On November 2, 2022, the Court entered that certain Order Granting Debtors’ Motion 

Pursuant to Section 105(a) Of the Bankruptcy Code and Fed. R. Bankr. P. 9019 to Approve The 

Terms of A Settlement By and Between The Debtors and The City of New York Department of 

Finance (“NYC”) [ECF No. 810] approving the terms of that certain Settlement Agreement dated 

September 29, 2022, granting NYC, among other things, an allowed prepetition priority tax claim 

under section 507(a)(8) in the amount of $425,000 (“NYCAllowed Priority Tax Claim”), provided 

however, that notwithstanding confirmation of a chapter 11 plan of reorganization or liquidation 

by the Debtors in the Chapter 11 Cases, the NYC Allowed Priority Tax Claim shall only be paid 

if and when the Debtors have paid in full all allowed claims of Boston Energy Trading and 

Marketing, LLC, with any such payment on the NYC Allowed Priority Tax Claim being made 

from property of the Debtors’ bankruptcy Estates not otherwise secured by a lien securing an 

allowed claim and subject to any claims with a higher priority under the Bankruptcy Code to 

priority tax claims under section 507(a)(8) of the Bankruptcy Code, and provided further that, to 

the extent applicable, the NYC Allowed Priority Tax Claim shall be paid pro-rata with all other

allowed priority tax claims.

H. Customer Contracts. 

Pursuant to the Sale Order, the Court approved the sale of a substantial portion of the 

Debtors’ “book of business,” namely all of the Debtors’ residential customer contracts, including 

the Low-Income Customer Contracts, and a portion of the Debtors’ commercial customer contracts 

as described more fully in the Stalking Horse Motion free and clear of liens, claims, encumbrances 

and other interests, and authorized the assumption and assignment of certain executory contracts 

and unexpired leases in connection therewith. On September 22, 2021, the Debtors and the Buyer 

closed on the sale of the purchased assets pursuant to the terms of the Sale Order. In connection 

therewith, the Debtors transferred to the Buyer all of the customer accounts required to be sold 

pursuant to the Stalking Horse Motion and Sale Order, including providing all required notices to 

customers and regulatory agencies, and complying with all applicable laws related thereto. In 

connection therewith, the Debtors filed six separate motions to reject and/or terminate certain of 

their customer accounts not being sold to the Buyer, which motions were approved by separate 

orders of the Court. [ECF Nos. 431, 459, 460, 525, 590, 691 and 729] (collectively, the 

“Rejection/Termination Orders”). 

III. THE DEBTORS’ PRE-PETITION FINANCING

 

A. The Shell Energy Transaction and Default

In 2014, the Debtors entered into a supply and loan facility with Shell Energy pursuant to 

which Shell Energy provided wholesale physical and financial derivative power and related 

environmental products to the Debtors, and financing to fund operating expenses and collateral 

postings required by certain third parties (the “Shell Financing”). By at least 2015, the Debtors 

were in default under their obligations to Shell Energy. By early 2020, the default with Shell

Energy had still not been resolved and the Debtors owed Shell Energy in excess of $63 million. 

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B. The BETM Closing

Eventually unable to secure continued financing from Shell Energy, the Debtors needed to 

locate a new financing source. In July 2020, the Debtors completed a restructuring of their capital 

structure and transitioned their wholesale energy supply arrangement from Shell Energy to BETM 

(the “Restructuring”), which Restructuring included Shell Energy subordinating its debt and liens 

to BETM and the funding of $10 million in subordinated mezzanine debt by Hernandez and 

Halpern, $5.0 million each (the “Mezzanine Lenders”). 

Specifically, on July 6, 2020, Holdings and BETM closed on the financing transaction 

(“BETM Closing”) and entered into several documents to establish a credit facility that enabled 

the Debtors to continue in operation. At the time of the BETM Closing, Holdings was still indebted 

to Shell Energy who agreed to take a note with a third priority lien in lieu of outstanding debt that 

Holdings owed to Shell at that time in the amount of $63,492,663 (the “Shell Loan”). LPC was 

not obligated on the debt that the Debtors incurred with BETM. Moreover, neither Hernandez nor 

Halpern personally guaranteed the obligations to BETM. 

In connection with the foregoing, Holdings and BETM executed the following documents: 

i. that certain Supply and Service Agreement, dated as of July 6, 2020 (as modified 

and supplemented (the “Supply and Services Agreement”), between BETM and Holdings; 

ii. that certain ISDA 2002 Master Agreement, the Schedule and all annexes thereto

(including the Credit Support Annex and any Confirmations thereunder), dated as of July 

6, 2020, by and between BETM and Holdings (the “ISDA Agreement” and, together with 

the Supply Agreement, the “Trading Documents”), and 

iii. that certain Pledge and Security Agreement, dates as of July 6, 2020 (the “Pledge 

Agreement”), by and among Liberty Power Holdings LLC, Liberty Power District of 

Columbia LLC, Liberty Power Maryland LLC, LPT, LLC, and Liberty Power Super 

Holdings LLC, and BETM as of July 6, 2020 (the “Pledge Agreement”); 

iv. Parent Agreement, by and between Liberty Power Holdings LLC, Liberty Power 

Super Holdings LLC, and Boston Energy Trading and Marketing LLC, dated as of July 6, 

2020; 

v. Consent and Acknowledgement Letter, by and between Liberty Power Holdings, 

LLC and Boston Energy Trading and Marketing LLC, dated July 6, 2020; and 

vi. Intercreditor Agreement by and among Boston Energy Trading and Marketing 

LLC, David Hernandez, Martin Halpern, Shell Energy, Liberty Power Holdings LLC, and 

the other Grantors party hereto dated as of July 6, 2020 (the “Intercreditor Agreement”) 

(collectively, the “Pre-Petition Agreements”). 

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Pursuant to the Supply and Services Agreement, BETM provided, among others, the 

following services to Holdings: 

i. Provision of credit support to the ISOs and other key service providers or regulators 

for the operation of an REP like the Debtors; 

ii. Hedges, either as financial instruments (e.g., a fixed/float swap) or as physical 

trades (e.g., selling power to the REP in the wholesale market); 

iii. Working capital in the form of payment provisions that, among other things, 

bridges the gap between when the REP collects invoices from its customers and when the REP 

must pay the ISO, and allow certain amounts above in excess of available funds to be deferred to 

following month; 

iv. Access to third-party sellers in the wholesale markets and or financial hedge 

provider through intermediation trades; and 

v. Supports the REP through various operational services, like risk management and 

scheduling. 

Under the Supply and Services Agreement, BETM extended credit to Holdings based upon 

a borrowing base, subject to a cap of $40,000,000. So long as the amount of credit extended to 

Holdings was less than the borrowing base amount and the cap, then BETM could extend 

additional credit to Holdings, such as rolling an amount due to the next payment period. However, 

extensions of credit were subject to certain conditions, and certain transactions required the 

consent of BETM, such as when the principals entered into a derivative to hedge Holdings’

exposure to commodity prices, principally the price of electricity in an organized market. 

BETM also provided a unique form of credit support to the ISOs in order to support

Holdings’ activities. In essence, BETM provided a guaranty to each ISO for payments due to the

ISOs in respect of electricity that Holdings’ customers consumed. In addition, BETM provided

collateral to the ISOs in order to secure Holdings’ payment obligation prior to any settlement cycle

(this financial support is known as “ISO Credit Support”). BETM and Holdings also executed 

certain physical transactions for energy and financial derivatives under the ISDA Master 

Agreement. Under the Pledge Agreement, Holdings and the Pledgors granted BETM a security 

interest in certain collateral in order to secure certain obligations under the Pledge Agreement, the 

Trading Documents, and certain other transaction documents executed by the parties. More 

specifically, as of the Petition Date, BETM held perfected, first-priority lien on substantially all of 

the assets of Holdings and the Subsidiary Debtors, and a perfected first-priority lien on all of the 

equity interests in Holdings.

IV. EVENTS LEADING TO THE FILING OF THE CHAPTER 11 CASES

A. Winter Storm Uri

On February 14 and 15th, 2021, Winter Storm Uri (“URI”) hit North America and in 

particular the state of Texas. As a result of this winter storm and a concurrent cold wave, power 

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grids—which were unable to sustain the higher-than-normal energy and heating demand from 

residential and business customers—failed across the state of Texas. At the peak of the outages, 

at least 4.5 million Texas residents were left without electricity. The available power generation 

in the area failed to perform and the power grid nearly collapsed. Two of the electricity reliability 

commissions servicing the Southern U.S., the Southwest Power Pool (SPP) and the Electric 

Reliability Council of Texas (ERCOT), ordered rolling blackouts amid the frigid temperatures, in 

an attempt to manage the strain on the power grid and prevent widespread, long-duration 

blackouts. The controlled outages were initiated after the Southwest Power Pool declared Level 3 

Emergency Energy Alerts on both February 15 and 16. At one point during the rolling outages, 

over 4.2 million people across the south-central states were left without power, with over 3.5 

million of them in Texas alone.

The impact of Winter Storm Uri caused a spike in wholesale prices for electricity. ERCOT 

set wholesale energy and ancillary services prices at stratospheric and unprecedented levels, 

creating a “perfect storm” of conditions that were impossible for Holdings and other market 

participants to anticipate or prepare for. These events, in turn, resulted in the Debtors incurring a 

financial charge from ERCOT that was well beyond its capability to pay. In fact, such charge was 

larger than the amount of credit that BETM would have provided otherwise to Holdings under the 

Supply and Services Agreement. Primarily because of this storm event, Holdings became unable 

to pay its debts when due and had liabilities in excess of its assets. 

B. Notice(s) of Default By BETM

On March 26, 2021, BETM provided Holdings with a Notice of Potential Event of Default 

for Failure to Pay (the “Potential Event of Default Notice”). In the Potential Event of Default 

Notice, BETM advised Holding that BETM’s invoice dated February 22, 2021 (the “February 

Invoice”) in the amount of $85,908,252.15 had not been paid in full and that Holdings continued 

to owe BETM $81,284,305 (the “Unpaid Amount”). BETM notified Holdings that its failure to 

pay to BETM the Unpaid Amount by March 31, 2021 would constitute an Event of Default under 

the Supply and Services Agreement between BETM and Holdings, among others. Holdings failed 

to pay the Unpaid Amount. On March 31, 2021, BETM provided Holdings with a Notice of Event 

of Default. 

Following a protracted set of negotiations in which BETM and Holdings were unable to 

agree on the terms of a forbearance, BETM terminated the supply facility by notice to Holdings 

on Monday, April 12, 2021. Even though BETM terminated its obligations to Holdings under its 

various transaction documents, BETM did not withdraw its credit support to Holdings, which 

credit support was critical to the continued operations of Holdings and the Subsidiary Debtors. 

Specifically, the continued credit support provided by BETM allowed Holdings to continue its 

retail operations despite the pendency of the default. 

C. Reconstitution of Board of Managers and Retention of Chief Restructuring 

Officer. 

On or about April 15, 2021, BETM exercised certain of its rights and remedies under its 

documents and, among other things, reconstituted Holdings’ board of managers. Thereafter, on 

April 16, 2021, the newly constituted board of managers held a meeting and engaged Bob Butler 

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as Chief Restructuring Officer (“CRO”) to provide certain financial advisory and restructuring 

services to Holdings and subsequently to the Subsidiary Debtors. 

D. Termination of Employees

On April 18, 2021, LPC, under the direction of Messrs. Viner and Hernandez, took 

precipitous action to terminate all of LPC’s approximately 80+ employees effective immediately, 

thereby ceasing the orderly operation of the Debtors’ business. LPC’s action was taken 

notwithstanding the commitment made by BETM to fund LPC’s payroll for the next two (2) week 

period through April 30, 2021. The termination of LPC’s employees was communicated to counsel 

to Holdings in the morning of April 19, 2021 via email. Immediately upon learning of the 

termination, attempts were made by the CRO to negotiate a solution that would include 

immediately rehiring the employees and granting the CRO access to Holdings’ books, records, 

systems and processes that were in the possession and control of LPC, but LPC refused to 

cooperate with the CRO’s request for access. Additionally, demand was made on LPC, its 

management, owners, professionals and employees to preserve any and all books and records in 

their possession, custody or control involving or related in any way to Holdings, including without 

limitation all financial records (and related servers) and all emails (and related servers). 

Faced with the lack of management services from LPC due to the termination of all of its 

employees and a refusal by LPC to provide access to the Debtors’ books, records, systems and 

processes, Holdings was forced to file the Turnover Motion within Chapter 11 Cases to preserve 

and protect the going concern value of Holdings and the Subsidiary Debtors for the benefit of all 

of its stakeholders.

Based on the above unprecedented circumstances and the disputes with management, 

Holdings determined that the filing of a Chapter 11 Cases was in the best interests of the Debtors

and all of their stakeholders. The Debtors sought bankruptcy relief and the Chapter 11 process (i) 

to provide the necessary breathing room that it needed to weather the economic storm caused by 

Uri and subsequent firing of the LPC employees, (ii) to stabilize and continue their business using 

the proceeds from the DIP Loan, (iii) to conduct the marketing and sale of the Assets, and (v) to 

emerge from Chapter 11.

V. EVENTS OCCURRING DURING DEBTORS’ CHAPTER 11 CASES 

A. Bankruptcy Filings and First Day Orders 

On April 20, 2021, Liberty Power Holdings, LLC (“Holdings”) (Case No. 21-13797-BKCSMG) filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, 

11 U.S.C. §§101 et seq, 

On May 21, 2021, Holdings filed Debtor’s Expedited Motion for Authority Pursuant to 11 

U.S.C. 363 To Vote Equity Interest of Its Wholly-Owned Subsidiaries Authorizing The Filing and 

Prosecution of Related Chapter 11 Bankruptcy Proceedings (“Equity Motion”)[ECF No. 124]. 

On May 25, 2021, the Court entered an Order Granting the Equity Motion [ECF No. 145], 

authorizing Holdings by and through its CRO, to take any and all corporate action necessary as 

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the sole member and manager of each of its wholly-owned Subsidiaries to cause such Subsidiaries 

to file and prosecute chapter 11 bankruptcy proceedings for each such Subsidiary,

On June 4, 2021, LPT, LLC (“LPT”) (Case No. 21-15537-BKC-SMG), Liberty Power 

Maryland, LLC (Case No. 21-15539-BKC-SMG) and Liberty Power District of Columbia, LLC 

(Case No. 21-15540-BKC-SMG), wholly owned subsidiaries of Holdings, filed voluntary petitions 

for relief under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§101 et seq, 

On June 8, 2021, Holdings and the Subsidiary Debtors filed an Ex-Parte Motion by Chapter 

11 Debtors for Joint Administration of Cases(“Joint Administration Motion”) [ECF No. 177]. On 

June 8, 2021, the Court entered an Order Granting the Joint Administration Motion [ECF No. 179] 

jointly administering the Debtors’ Chapter 11 Cases with In re: Liberty Power Holdings, LLC 

Case No. 21-13797-BKC-SMGas the “Lead Case”. The Chapter 11 Case Management Summaries 

were filed for each of the Debtors [ECF No. 15,183,184, and 185]. 

The Debtors continue to manage and operate their business as a debtors-in-possession

pursuant to sections 1107 and 1108 of the Bankruptcy Code. 

(i) Retention and Employment of Professionals

On the Petition Date, Holdings filed Debtor’s Expedited Application for Authority to 

Employ and Retain, on an Interim and Final Basis, Paul J. Battista and The Law Firm of Genovese 

Joblove & Battista, P.A. As General Bankruptcy Counsel for Debtor-in-Possession Effective as of 

April 20, 2021 [ECF No.18], which was approved on an interim basis on April 28, 2021 [ECF No. 

51], and on an final basis on Mary 17, 2021 [ECF No. 95]. Holdings retained Paul J. Battista and 

the law firm of Genovese, Joblove & Battista, P.A. (“GJB”) to act as its general bankruptcy 

counsel. 

On July 29, 2021, the Subsidiary Debtors filed an Application For Authority to Employ and 

Retain Paul J. Battista and the Law Firm of Genovese Joblove & Battista, P.A. as General 

Bankruptcy Counsel For Subsidiary Debtors Effective as of June 4, 2021 [ECF No. 290]. On 

August 20, 2021, the Court entered an Order Granting the Application [ECF No. 325]. 

Effective January 1, 2023, the attorneys, paraprofessionals and staff of GJB joined 

Venable, LLP. In connection therewith, the Debtors sought to retain Venable as their bankruptcy 

counsel in this matter, and for a substitution of Venable in place of GJB as counsel for the Debtors. 

In connection with the foregoing, on February 8, 2023, the Debtors filed an Application for 

Authority to Retain Paul J. Battista and The Law Firm of Venable LLP As Counsel for The 

Debtors-in-Possession Effective as of January 1, 2023 [ECF No.850]. On March 10, 2023, the 

Court entered an Order Granting the Application to Employ Venable as Counsel for the Debtors

[ECF No. 861]. 

On the Petition Date, Holdings filed Debtor’s Emergency Motion Pursuant to Sections 

105(a) and 363(b) of the Bankruptcy Code for Authority to Employ and Retain Bob Butler as Chief

Restructuring Officer and Other Personnel at Berkeley Research Group, LLC to Provide Advisory 

Services Effective as of April 20, 2021 (“CRO Retention Motion”) which was approved on an 

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interim basis on April 29, 2021 [ECF No. 55], and on an final basis on May 17, 2021 [ECF No. 

96]. Holdings retained the CRO and Berkeley Research Group, LLC to provide advisory services 

effective as of April 20, 2021. 

On July 15, 2021, LPT, LPMD and LPDC filed the Supplemental Debtors’ Motion 

Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code for Authorization to Employ and 

Retain Berkeley Research Group, LLC to Provide Bob Butler as Chief Restructuring Officer and 

Additional Personnel for the Debtors Effective as of June 4, 2021 [ECF No. 265] seeking the entry 

of an order authorizing the Subsidiary Debtors to retain BRG, pursuant to the terms and conditions 

of that certain letter agreement between BRG and the Subsidiary Debtors, dated June 4, 2021 to 

provide, among other things, Bob Butler to serve as the Subsidiary Debtors’ chief restructuring 

officer. On August 12, 2021, the Court entered an Order Granting the Application [ECF No. 313], 

which was thereafter modified by the CFO modification retention order [ECF No. 705]. 

On May 5, 2021, Holdings filed an Expedited Motion Seeking Entry of An Order 

Authorizing The Debtor to Retain and Compensate Certain Professionals Utilized in the Ordinary 

Course of Business Effective as of April 20, 2021 (“OCP Motion”) [ ECF No. 71] seeking to 

employ certain professionals to perform a variety of non-bankruptcy services during this Chapter 

11 Case, including related to (i) pending litigation (ii) licensing matters, (iii) regulatory and 

administrative compliance matters specific to the energy power business, (iv) tax compliance; (v) 

collections, and (vi) consulting services. The OCP Motion was granted on an interim basis on May 

7, 2021, [ECF No. 85] and final basis on May 25, 2021 [ECF No. 144]. In connection with the 

foregoing, Holdings retained the services of several ordinary course professionals listed on Exhibit 

“A” to the OCP Motion and filed the respective Declarations in Support of each ordinary course 

professional [ECF No. 102, 103, 104, 105, 106, 108, 109, 110, 111, 112 and 150]. 

On May 21, 2021, Holdings filed Debtor’s Expedited Application for Entry of An Order 

(I) Authorizing and Approving the Appointment of Stretto As Claims and Noticing Agent Effective 

As of May 19, 2021 And (II) Granting Related Relief (“Stretto Application”) [ECF No. 128]. On 

May 25, 2021, the Court entered an Order Approving the Stretto Application [ECF No. 146].

On March 11, 2022, the Debtors filed Debtors’ Expedited Application to Employ 

Monticello Consulting Group, Limited [ECF No. 584](“MCG Employment Application”), seeking

entry of an order authorizing the employment of Monticello Consulting Group Limited (“MCG”) 

to perform specialized advisory services related to all aspects of selling charged-off receivables 

portfolios. On March 17, 2022, the Court entered an Order Granting the MCG Employment 

Application [ECF No. 592]. 

On May 24, 2022, the Debtors filed Debtors’ Motion To Modify Final Order Granting The 

Employment and Retention of Berkeley Research Group, LLC To Provide For the Employment of 

Michael Brown As Chief Financial Officer For the Debtors Effective May 16, 2022 [ECF No. 680] 

seeking entry of an order approving the employment of Michael Brown to act as the Debtors’ chief 

financial officer pursuant to the terms and conditions of that certain letter agreementbetween BRG 

and the Debtors, dated May 16, 2022. On June 17, 2022, the Court entered an Order Approving 

the Retention of Michael Brown as the Chief Financial Officer [ECF No. 705]. 

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(ii) Turnover Motion

On April 21, 2021, Holdings filed Debtor’s Emergency Motion To Compel (I) Turnover 

Of Debtor’s Books, Records, Systems And Processes Related to the Debtor and it Operations In 

the Possession and Control Of Liberty Power Corp, LLC, (II) Access To Corporate Premises, and 

(III) For Related Relief (“Turnover Motion”) [ECF No.11] seeking the entry of an order of the 

Court compelling (i) LPC and its principals to immediately turnover all books, records, systems 

and processes of and related to the operation of the Debtors’ business (the “Books and Records”), 

(ii) LPC to provide Holdings immediate access to the corporate premises under the control of LPC 

at which Holdings operations were conducted, (iii) LPC to cooperate and comply with any and all 

other reasonable requests of Holdings for documents and information necessary for Holdings to 

continue its operations and comply with its obligations under the Bankruptcy Code, and (iv) LPC 

and all principals of and persons in control of LPC to comply with the automatic stay under section 

362(a) of the Bankruptcy Code, including preventing LPC and its principals from taking any action 

against property of Holdings’ estate. 

On April 23, 2021, the Court entered an Order Granting the Turnover Motion [ECF No. 

29] (“Turnover Order”) and directing LPC to provide immediate access and turnover to Holdings, 

through the CRO and BRG, of all books, records, systems and processes of and related to the 

operation of the Debtors’ business (the “Books and Records”). LPC was ordered to provide the 

Holdings with full access to and use of LPCs systems and processes so as to enable Holdings to 

operate its business pending further order of the Court. LPC was also ordered to cooperate and 

comply with any and all other requests of the Holdings (through the CRO) for documents and 

information necessary for Holdings to continue its operations and comply with its obligations 

under the Bankruptcy Code.

On April 30, 2021, LPC filed the Expedited Motion for Motion for Clarification of Court’s 

Order Granting Debtor’s Emergency Motion to Compel (I) Turnover of all Books, Records, 

Systems and Processes Related to the Debtor and its Operations in the Possession and Control of 

Liberty Power Corp, LLC, (II) Access to Corporate Premises and (III) for Related Relief [ECF 

No. 61] (“Clarification Motion”) seeking entry of an Order clarifying whether Holdings was 

permitted to use LPC’s Assets to operate the Debtors’ business without LPC’s permission. On 

May 5, 2021, BETM filed a response in opposition to the Clarification Motion [ECF No. 66]. On 

that same date, Holdings filed a Response in Opposition [ECF No. 68]. On May 7, 2021, the Court 

entered an Order Denying the Clarification Motion [ECF No. 83]. 

(iii) Schedules and Statement of Financial Affairs

On May 4, 2021, Holdings filed Ex-Parte Motion For An Order Pursuant to Bankruptcy 

Rule 1007(c) Granting An Extension of Time to Statement of Financial Affairs and Schedules of 

Assets and Liabilities [ECF No. 65] requesting an extension of the fourteen-day (14) period within 

which the Debtor must file its Statement of Financial Affairs and Schedule of Assets and Liabilities 

until 7 days prior to the Meeting of Creditors pursuant to Local Rule 1007-1(B). 

On May 5, 2021, the Court entered the Order Granting Ex-Parte Motion For An Order 

Pursuant to Bankruptcy Rule 1007(c ) Granting An Extension of Time to Statement of Financial 

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Affairs and Schedules of Assets and Liabilities[ECF No. 69] granting Holdings until May 17, 2021 

to file its Schedules and Statement of Financial Affairs. 

On May 17, 2021, Holdings filed the Second Ex-Parte Motion For An Order Pursuant to 

Bankruptcy Rule 1007(c) Granting An Extension of Time to Statement of Financial Affairs and 

Schedules of Assets and Liabilities [ECF No. 94] seeking a further extension until 7 days prior to 

the Meeting of Creditors or before June 22, 2021. On May 21, 2021, the Court entered an Order

Granting Second Ex-Parte Motion For An Order Pursuant to Bankruptcy Rule 1007(c) Granting 

An Extension of Time to Statement of Financial Affairs and Schedules of Assets and Liabilities

[ECF No. 129] granting Holdings until June 22, 2021 to file its Schedules and Statement of 

Financial Affairs. 

On June 18, 2023, the Subsidiary Debtors filed LPT, LLC, Liberty Power Maryland, LLC 

And Liberty Power District Of Columbia, LLLC’s Ex-Parte Motion For An Order Pursuant To 

Bankruptcy Rule 1007(C) Granting An Extension Of Time To File Statement Of Financial Affairs 

And Schedules Of Assets And Liabilities [ECF No. 203] requesting an extension to file their

Statement of Financial Affairs and Schedule of Assets and Liabilities until June 22, 2021. On June 

22, 2021, the Court entered an Order Granting LPT, LLC, Liberty Power Maryland, LLC And 

Liberty Power District Of Columbia, LLC’s Ex-Parte Motion For An Order Pursuant To 

Bankruptcy Rule 1007(C) Granting An Extension Of Time To File Statement Of Financial Affairs 

And Schedules Of Assets And Liabilities [ECF No. 209] granting the Subsidiary Debtors until June 

22, 2021 to file their Schedules and Statement of Financial Affairs. 

On June 22, 2021, the Debtors filed their respective Schedules and Statement of Financial 

Affairs [ECF No. 210, 211, 212, and 213]. On July 22, 2021, Holdings filed its Amended

Schedules [ECF No. 274]. 

(iv) Cash Management Motion

On April 26, 2021, as part of the First Day Motions, Holdings filed Debtor’s Emergency 

Motion For Entry of Interim and Final Orders (I) Authorizing Maintenance of Certain Existing 

Bank Accounts and Cash Management System (II) Waiving Certain U.S. Trustee Requirements In 

Connection Therewith And (III) Granting Related Relief [ECF No. 41] (“Cash Management 

Motion”). On April 29, 2021, the Court entered an Interim Order Granting the Cash Management 

Motion [ECF. 54], then an Amended Order [ECF No. 56] and a Final Order on May 17, 2021 [ECF 

No. 93]. 

(v) Critical Vendor Motion

On April 28, 2021, Holdings filed Debtor’s Emergency Motion for Entry of An Order 

Authorizing the Debtor to (I) Pay Certain Prepetition Claims of Certain Critical Vendors (II) 

Continue Satisfying Postpetition Obligations In The Ordinary Course of Business and (III) 

Granting Related Relief [ECF No. 45] (the “Critical Vendor Motion”). On April 30, 2021, the 

Bankruptcy Court enter an Order Granting the Critical Vendor Motion [ECF No. 59] as Amended 

[ECF No. 63]. and authorized, but did not direct, Holdings to use Cash Collateral of BETM to 

make the payments to Critical Vendors not to exceed the amount of $13.3 million in the aggregate. 

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On May 5, 2021, Holdings filed Debtor’s Second Expedited Motion for Entry of Order 

Authorizing the Debtor to (I) Pay Prepetition Claims of Certain Additional Critical Vendors (II) 

Continue Satisfying Postpetition Obligations in the Ordinary Course of Business, and (III) 

Granting Related Relief (the “Second Critical Vendor Motion”) [ECF No. 77]. On August 12, 

2021, the Bankruptcy Court entered an Order Granting the Second Critical Vendor Motion [ECF 

No. 312] authorizing Holdings to pay certain prepetition claims of the Additional Critical Vendors 

totaling $1,068,810.65 million in the aggregate. 

(vi) Sales Tax Motion. 

On May 5, 2021, Holdings filed Debtor’s Expedited Motion for Order Authorizing Debtor 

to Pay Prepetition Sales Taxes and Other Similar Taxes [ECF No. 74](the “Sales Tax Motion”) 

seeking entry of an Order authorizing Holdings to pay certain pre-petition trust fund taxes in the 

approximate amount of $1,135,000. On May 7, 2021, the Court entered an Order Granting the 

Sales Tax Motion [ECF No. 84]. 

(vii) Key Employee Motion

On June 3, 2021, Holdings filed Debtor’s Expedited Motion for Entry of an Order 

Approving (I) Key Employee Incentive Plan and (II) Key Employee Retention Plan [ECF No. 

169](the “Key Employee Motion”) seeking entry of an order authorizing Holdings to establish and 

implement (a) a key employee incentive plan (the “KEIP”) for twelve (12) members of Holdings 

senior management team (the “KEIP Participants”), which KEIP provided for incentive payments 

to be made in an aggregate amount of up to $1,100,000 under certain terms and conditions as set 

therein, and (b) a key employee retention plan (the “KERP” and, together with the KEIP, the 

“Employee Programs”) for twenty-nine (29) nonexecutive employees (the “KERP Participants” 

and, together with the KEIP Participants, the “Key Employees”), which KERP provided for 

retention payments to be made in an aggregate amount of up to $750,000 under certain terms and 

conditions as set forth in the Key Employee Motion. On June 16, 2021, the Court entered an 

Order Granting the Key Employee Motion [ECF No. 193]. 

B. Other Matters

(i) Relief From the Automatic Stay Motions

On May 28, 2021, Plaintiffs Samuel Katz and Lynn Rhodes filed a Motion for Relief From 

the Automatic Stay Pursuant to 11 U.S.C. 362(d) [ECF No. 159] (“Katz Stay Relief Motion”) 

seeking, among other things, entry of an Order authorizing the Plaintiffs to resume their litigation 

against Holdings and LPC, pending in the United States District Court for the District of 

Massachusetts, under the caption Katz v. Liberty Power Corp., LLC, No. 18-10506. In connection 

with the foregoing, Katz filed a Motion for Withdrawal of Reference and Jury Demand on May 

29, 2021 [ECF No. 160] (the “Withdrawal Motion”) and Designation [ECF No. 235]. On June 11,

2021, the Debtors and BETM each filed a Response and Objection to the Withdrawal Motion [ECF 

No. 189 & 190]. 

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On June 18, 2021, the Debtors filed their Objection to the Katz Stay Relief Motion [ECF 

No. 200]. On June 21, 2021, Katz filed a Reply [ECF No 204]. On June 25, 2021, the Court 

entered an Order Denying the Katz Stay Relief Motion [ECF No. 222]. 

On June 16, 2021, the Illinois Attorney General filed The Illinois Attorney General’s 

Motion For An Order Declaring The Automatic Stay Inapplicable To The Illinois Attorney 

General’s Action, Or In The Alternative, For Relief From The Automatic Stay [ ECF No. 195] (the 

“Illinois Stay Relief Motion”) seeking entry of an order declaring that the automatic stay under 11 

U.S.C. 362 is inapplicable to the Illinois Attorney General’s consumer protection action pending 

before the Chancery Division of the Circuit Court of Cook County, Illinois with a case style People 

of the State of Illinois v. Liberty Power Holdings LLC, Case. No. 2020 CH 1954 (“Illinois State 

Court Action”). On July 12, 2021, the Debtors filed an Objection to the Illinois Stay Relief Motion

[ECF No. 259]. A Joinder to the Objection was filed by BETM [ECF No. 260]. On July 27, 2021, 

the Illinois Attorney General filed The Illinois Attorney General’s Response To The Debtor’s 

Objection To Its Motion For An Order Declaring The Automatic Stay Inapplicable To The Illinois 

Attorney General’s Action [ ECF No. 283] which response was withdrawn [ECF No. 288]. On July 

28, 2021, the Illinois Attorney General filed its Amended Response [ECF No. 287]. On October 

1, 2021, the Court entered the Order Granting in Part and Denying In Part The Illinois Attorney 

General’s Motion For An Order Declaring The Automatic Stay Inapplicable To The Illinois 

Attorney General’s Action, Or In The Alternative, For Relief From The Automatic Stay [ECF No. 

401] finding that the Illinois State Court Action falls within the police and regulatory power 

exception of 11 U.S.C. § 362(b)(4) and accordingly, the automatic stay of 11 U.S.C. § 362(a) does 

not stay the action. However, the Court further held that the Illinois AG was barred from seeking 

to rescind the contracts entered into between Holdings and Illinois consumers in the Illinois State 

Court Action.

On February 11, 2022, BLT Steak, LLC and BLT Fish, LLC, individually and as the 

appointed representatives of the class certified in BLT Steak LLC and BLT Fish LLC v. Liberty 

Power Corp., LLC d/b/a Liberty Power New York and Liberty Power Holdings, LLC, index no. 

151293/2013 (N.Y. Sup. Ct., N.Y.) (the “State Court Action”) filed a Motion for Relief From 

Automatic Stay Pursuant to 11 U.S.C. §362(D) [ECF No. 551] (“BLT Stay Relief Motion”) 

seeking relief from stay to resume their litigation in the State Court Action. On February 28, 2022, 

the Debtors filed an Objection to the BLT Stay Relief Motion [ECF No. 570]. Katz filed a Response 

and Joinder to the BLT Stay Relief Motion [ECF No. 571 & 572]. On March 10, 2022, the Court 

entered an Order Denying Without Prejudice the BLT Stay Relief Motion [ECF No. 583]. 

On January 14, 2022, The Rhode Island Public Utilities Commission and the Rhode Island 

Division of Public Utilities and Carriers Motion for Relief from the Automatic Stay [ECF No. 530] 

(the “RI Stay Relief Motion”) pursuant to 11 U.S.C. §§ 362(d)(1) and/or 326(d)(2) to pursue 

payment under the Bond posted as security for the payment of certain amounts due for alternative 

compliance payments for renewable energy usage. On February 4, 2022, the Court entered an 

Order Granting the RI Stay Relief Motion [ECF No. 545]. 

(ii) The Hanover Insurance Company – Bond Claims

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Prior to the Petition Date, the Debtors executed an agreement for a standby letter of credit 

with JP Morgan Chase Bank, NA. (“JPM”), pursuant to which JPM issued a letter of credit (No. 

CTCS-794987) on behalf of the Debtors to and in favor of The Hanover Insurance Company 

(“Hanover”) in the amount of $2,700,000.00 (the “Hanover LC”). In addition to the Hanover LC, 

JPM issued certain other letters of credit for the benefit of the Debtors. On or about May 15, 2015, 

as an inducement to JPM to issue letters of credit, including the Hanover LC, the Debtors executed 

that certain Assignment of Deposit Account assigning that certain account number XXXXXX3760 

(the “Collateral Account”). Hanover exercised its unilateral draw rights under the Hanover LC. 

On March 15, 2022, the Debtors filed an Ex-Parte Stipulation and Joint Motion for Entry 

of Agreed Order Authorizing JPMorgan Chase Bank To Set-Off Against Prepetition Cash 

Collateral [ECF No. 588] (“JPM Stipulation Motion”) authorizing JPM to set-off against certain 

prepetition cash collateral held by JPM to satisfy certain amounts owed to JPM as a result of 

Hanover’s draw on the Hanover LC. The JPM Stipulation Motion provided, in pertinent part, that 

the automatic stay imposed by section 362(a) of chapter 11 of title 11 of the United States Code 

was modified so that JPM may apply funds from the Collateral Account in the amount of 

$2,702,700.00 to satisfy the obligations of the Debtors to JPM in respect of the payments and fees 

made and incurred by JPM in connection with the draw on the Hanover LC. On March 18, 2022, 

the Court entered an Order Granting the JPM Stipulation Motion [ECF No. 593]. 

Hanover filed a proof of claim in the amount of $6,355,073, of which $2,700,000 was 

secured by the Hanover LC. Hanover drew on the Hanover LC November 17, 2021 for the amount 

of $2,700,0000, which amount was paid to Hanover on November 22, 2021. Therefore, Hanover 

has an outstanding general unsecured claim in the amount of $3,655,073 (the “Hanover Unsecured 

Claim”). 

(iii) Extensions of Exclusivity

On October 19, 2021, the Court entered its Order Granting Debtors’ Motion Pursuant to 

Section 1121(d) of the Bankruptcy Code for an Extension of the Exclusive Periods to File a Plan 

of Reorganization and to Solicit and Obtain Acceptances of Plan [ECF No. 412], which extended 

the exclusive period for the Debtors to file a plan of reorganization from August 18, 2021 to and 

including November 16, 2021; and (b) extending the time during which the Debtors shall have the 

exclusive right to solicit and obtain acceptances thereof from October 17, 2021 to and including 

January 14, 2022. 

On December 3, 2021, the Court entered its Order Granting Debtors’ Second Motion 

Pursuant to Section 1121(d) of the Bankruptcy Code for an Extension of the Exclusive Periods to 

File a Plan ofReorganization and to Solicit and Obtain Acceptances of Plan [ECF No. 488], which 

extended the exclusive period for the Debtors to file a plan of reorganization from November 16, 

2021 to and including February 14, 2022, and extended the period for the Debtors to solicit 

acceptances of such plan from January 14, 2022 through and including April 14, 2022. 

On March 4, 2022, the Court entered its Order Granting Debtors’ Third Motion Pursuant 

to Section 1121(d) of the Bankruptcy Code for an Extension of the Exclusive Periods to File a Plan 

of Reorganization and to Solicit and Obtain Acceptances of Plan [ECF No. 576], which extended 

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the exclusive period for the Debtors to file a plan of reorganization from February 14, 2022 to and 

including May 16, 2022, and extended the period for the Debtors to solicit acceptances of such 

plan from April 14, 2022 through and including July 14, 2022. 

On June 17, 2022, the Court entered its Order Granting Debtors’ Fourth Motion Pursuant 

to Section 1121(d) of the Bankruptcy Code For an Extension of the Exclusive Periods to File a 

Plan of Reorganization and to Solicit and Obtain Acceptances of Plan [ECF No. 706], which 

extended the exclusive period for the Debtors to file a plan of reorganization from May 16, 2022 

to and including August 15, 2022, and extended the period for the Debtors to solicit acceptances 

of such plan from July 14, 2022 through and including October 12, 2022.

On September 12, 2022, the Court entered its Order Granting Debtors’ Fifth Motion 

Pursuant to Section 1121(d) of the Bankruptcy Code For an Extension of the Exclusive Periods 

to File a Plan of Reorganization and to Solicit and Obtain Acceptances of Plan [ECF No. 786], 

which extended the exclusive period for the Debtors to file a plan of reorganization from August 

15, 2022, to and including October 20, 2022, and extended the period for the Debtors to solicit 

acceptances of such plan from October 12, 2022, through and including December 20, 2022.

(iv) Professional Fee Procedures and Interim Fee Awards 

On June 14, 2021, the Debtors filed Debtors’ Motion for Order Establishing Procedures 

for Monthly and Interim Compensation and Reimbursement of Expenses for Professionals (“Fee 

Procedure Motion”) [ECF No. 188]. On July 2, 2021, the Court entered the Order Granting the 

Fee Procedure Motion [ECF No. 243]. 

Genovese, Joblove & Battista, P.A.

On August 18, 2021, Genovese, Joblove and Battista, P.A., as counsel for the Debtors,filed 

their First Application for Interim Compensation as counsel for the Chapter 11 Debtor [ECF No. 

301] for the period of 4/20/2021 to 7/31/2021, seeking fees of $610,509.50 and expenses of 

$9,058.61. On December 15, 2021, the Bankruptcy Court entered an Order Granting First Interim 

Application For Compensation of Debtor’s Counsel [ECF No. 493]. 

On December 17, 2021, Genovese, Joblove and Battista, P.A., as counsel for the Debtors,

filed their Second Application for Interim Compensation as counsel for the Chapter 11 Debtor

[ECF No. 499] for the period of 8/1/2021 to 11/30/2021, seeking fees of $672,053.00 and expenses 

of $1,008.73. On January 20, 2022, the Bankruptcy Court entered an Order Granting Second 

Interim Application For Compensation of Debtors Counsel [ECF No. 532]. 

On May 11, 2022, Genovese, Joblove and Battista, P.A., as counsel for the Debtors, filed 

their Third Application for Interim Compensation as counsel for the Chapter 11 Debtor [ECF No. 

658] for the period of 12/1/2021 to 3/31/2022, seeking fees of $452,283.00 and expenses of 

$1,185.42. On June 17, 2022, the Bankruptcy Court entered an Order Granting Third Interim 

Application For Compensation of Debtors Counsel [ECF No. 707]. 

On December 20, 2022, Genovese, Joblove and Battista, P.A., as counsel for the Debtors,

filed their Fourth Application for Interim Compensation as counsel for the Chapter 11 Debtor

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[ECF No. 823] for the period of 4/1/2022 to 11/30/2022, seeking fees of $1,178,894.50 and 

expenses of $11,784.28. On February 2, 2023, the Bankruptcy Court entered an Order Granting 

Fourth Interim Application For Compensation of Debtors Counsel [ECF No. 847]. 

Staffing Reports filed by Berkeley Research Group, LLC 

BRG has filed Monthly Staffing Reports for Compensation of Services and Reimbursement 

of Expenses during these proceedings seeking allowance and compensation for actual, reasonable 

and necessary professional services rendered to the Debtors and reimbursement of expenses. No 

objections have been raised in connection with any of the staffing reports filed. [ECF Nos. 215, 

261, 351. 387. 429, 477, 494, 505, 539, 573, 614, 642, 689, 719, 754, 779, 793, 808, 819, 827, 

845, and 859]. 

Payments to Stretto As Noticing Agent

Pursuant to the Order Approving the Retention of Stretto as the Noticing Agent [ECF 

No.128], the Debtors have paid Stretto the invoices submitted for its services throughout the 

Chapter 11 Cases pursuant to the terms set forth in the approved Engagement Letter dated May 

19, 2021. 

(v) Debtor-In-Possession Monthly Reports

The Debtors have timely filed all of their monthly operating reports and are current in 

connection therewith as of the filing of this Disclosure Statement. 

C. The Stalking Horse Buyer, the Purchase Agreement and the Sale Process. 

After the Debtors conducted a fulsome marketing and sale process of the Debtors’ assets 

pursuant to several orders of the Court [ECF Nos. 98, 156, 255, 264, 277, 282, 320, 323], on 

August 20, 2021, the Debtors filed their Expedited Motion (I) to Approve Designation of Stalking 

Horse Bidder, (II) to Approve Asset Purchase Agreement and Related Bid Protections, (III) to 

Clarify/Modify Bidding Procedures, and (IV) for Related Relief [ECF No. 324] (the “Stalking 

Horse Motion”), which Stalking Horse Motion included a fully executed copy of that certain Asset 

Purchase Agreement, dated August 20, 2021, between the Debtors and NRG Energy, Inc., (the 

“Buyer”), which agreement was subsequently modified and filed with the Court on August 23, 

2021 by that certain Notice of Filing Modifications to Stalking Horse Agreement [ECF No. 339] 

(the “Stalking Horse Agreement”). On August 26, 2021, the Court entered an Order granting the 

Stalking Horse Motion [ECF No. 349] over certain objections filed by creditor BLT Fish, LLC, 

BLT Steak, LLC, [ECF No. 340] and Commonwealth of Massachusetts [ECF No. 342]. 

On August 31, 2021, the Debtors selected the Buyer, NRG Energy, Inc., as the Successful 

Bidder for the Purchased Assets as noted in that certain Notice of (I) Cancellation Of Auction 

Scheduled For September 1, 2021 At 9:00 a.m., and (II) Designation Of Stalking Horse Bidder As 

The Purchaser [ECF No. 352] (the “Notice of Successful Bidder”). On September 10, 2021, the 

Court conducted an evidentiary hearing (the “Sale Hearing”) on the proposed sale of the Purchased 

Assets to the Buyer pursuant to the Debtors’ Expedited Motion For The Entry Of An Order (1) 

Approving Competitive Bidding Procedures For The Sale Of Substantially All Of The Debtor’s 

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Assets, (2) Scheduling Dates To Conduct Auction And Sale Hearing, (3) Approving The Form And 

Manner Of Notices, (4) Approving The Sale Of Substantially All Of The Debtor’s Assets Free And 

Clear Of All Liens, Claims, Encumbrances And Interests, (5) Approving Assumption And 

Assignment Procedures For Executory Contracts, And (6) Granting Related Relief [ECF No. 98]. 

On September 14, 2021, the Court entered an Order (I) Approving Sale of the Purchased 

Assets Free and Clear of Liens, Claims, Encumbrances, and Other Interest, (II) Authorizing 

Assumption and Assignment of Certain Executory Contracts and Unexpired Lease in Connection 

Therewith and (III) Granting Relief (“Sale Order”) [ECF No. 385] approving, among other things, 

the sale of a substantial portion of the Debtors’ “book of business,” namely all of the Debtors’ 

residential customer contracts and a portion of the Debtors’ commercial customer contracts as 

described more fully in the Stalking Horse Agreement (the “Purchased Assets”) free and clear of 

liens, claims, encumbrances, and other interest and authorized the assumption and assignment of 

certain executory contracts and unexpired leases in connection therewith to NRG Energy, Inc. and 

its affiliates (“NRG” or “Buyer”). On September 22, 2021, the Debtors and the Buyer closed on 

the sale of the Purchased Assets (as defined in the Sale Order) pursuant to the terms of the Stalking 

Horse Agreement and the Sale Order. In connection therewith, the Debtors and the Buyer worked 

diligently to effect and complete a transition and transfer of the customer contracts to the Buyer, 

including by providing all required notices to customers and regulatory agencies, and by 

complying with all applicable laws related thereto. 

In connection with the Sale Order, and as a condition to the Debtors’ use of BETM’s cash 

collateral, the Debtors transferred an amount equal to $18,830,301.07 of the Purchase Price to be 

applied by BETM to reduce the Pre-Petition Obligations. 

D. Rejection of Certain Executory Contracts 

 After the Debtors closed with the Buyer, the Debtors filed six separate motions to reject 

and/or terminate certain of their customer accounts not being sold to the Buyer, which motions 

were approved by separate orders of the Court. [ECF Nos. 431, 459, 460, 525, 590, 691 and 729] 

(collectively, the “Rejection/Termination Orders”).

E. Debtor-in-Possession Financing and Use of Cash Collateral 

In order to support their retail energy business while they consummated the sale transaction 

approved by the Sale Order, the Court authorized the Debtors to (a) use Cash Collateral of BETM, 

and (b) obtain secured, post-petition financing from BETM pursuant to the terms and conditions 

of the Interim DIP Order, Final DIP Order and Extended Order as described in more detail below. 

On May 5, 2021, Holdings filed the Debtor’s Emergency Motion for Entry of Interim and 

Final Orders (I) Authorizing Debtor To Obtain Secured Post-Petition Financing Pursuant to 11 

U.S.C. §§ 105, 361, 362, AND 364, (II) Granting Liens And Superpriority Administrative Claims 

In Connection Therewith, (III) Authorizing Use Cash Collateral Pursuant To 11 U.S.C. § 363, (IV) 

Granting Adequate Protection In Connection Therewith Pursuant To 11 U.S.C. §§ 361, 363 And 

507, And (V) Scheduling A Final Hearing Under Bankruptcy Rule 4001 (the “DIP Financing 

Motion”) [ECF No. 72] seeking authority, among other things, to (i) obtain the DIP Financing 

from BETM in an amount equal to $4,000,000 on an interim basis, and thereafter in an amount up 

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to $40,000,000 on a final basis (inclusive of any interest or fees), (ii) use BETM’s Cash Collateral, 

and (iii) grant BETM certain the DIP Liens and Superpriority Claims, all upon the terms and 

conditions contained in the Final DIP Order and the DIP Documents (as defined in the Final DIP 

Financing Order).

On May 10, 2021, the Court entered that certain Interim Order Under Bankruptcy Code 

Sections 105, 361, 362, 363, 364(C)(1), 364(C)(2), 364(C)(3), 364(D) And 364(E) And Bankruptcy 

Rules 2002, 4001, 6004 And 9014 (I) Authorizing Debtor To (A) Use Cash Collateral, And (B) 

Obtain Senior Secured Post-Petition Financing, (II) Granting Related Relief, And (III) Scheduling 

Final Hearing (the “Interim DIP Order”) [ECF No. 86] authorizing, inter alia, Holdings to use 

Cash Collateral of, and obtain secured, post-petition financing from, BETM upon the terms set 

forth in the DIP Financing Motion and in the Interim DIP Order.

On May 27, 2021, the Court entered that certain Final Order Under Bankruptcy Code 

Sections 105, 361, 362, 363, 364 and 507(B) and Bankruptcy Rules 2002, 4001, 6004 And 9014 

(I) Authorizing Debtor to (A) Use Cash Collateral, and (B) Obtain Senior Secured Post- Petition 

Financing, and (II) Granting Related Relief [ECF No. 153] (the “Final DIP Financing Order”)

authorizing Holdings to (a) use Cash Collateral, and (b) obtain secured post-petition financing 

from BETM up to the aggregate amount of $40,000,000.00, all upon the terms and conditions 

contained in the Final DIP Financing Order. In accordance with the authority granted in the Final 

DIP Financing Order, Holdings and BETM entered into (i) a certain Debtor-in-Possession Supply 

and Services Agreement, dated May 27, 2021 (the “Supply Agreement”), and (ii) a certain 

Amendment to ISDA Master Agreement, dated May 27, 2021 (the “ISDA Amendment”). In 

addition, each of Holdings, LPT, LPMD and LPDC entered into a certain Debtor-in-Possession 

Pledge and Security Agreement, dated May 27, 2021, with BETM. To secure repayment of the 

advances made by BETM, the Final DIP Financing Order granted BETM first priority priming 

liens on all of Holdings’ tangible and intangible prepetition and post-petition property and the 

proceeds thereof (the “DIP Liens”). Advances made by BETM to Holdings are also accorded 

superpriority administrative expense status pursuant to section 364(c)(1) of the Bankruptcy Code 

(the “DIP Superpriority Claim”). 

At the request of the Debtors, and with BETM’s consent, the Court has entered three orders 

[ECF Nos. 491, 610, 753] (each, an “Extension Order”), approving three amendments to the DIP 

Loan Documents that, among other things, extended the Maturity Date through and including 

September 30, 2022. The First Extension Order [ECF No. 491] also provides, inter alia, that the 

DIP Obligations are joint and several obligations of all of the Debtors and the DIP Liens encumber 

substantially all of the Debtors’ personal property. In accordance with the Final DIP Financing 

Order, the DIP Documents and each Extension Order, BETM provided credit support and other

financial accommodations to Debtors during the Chapter 11 Cases totaling $19,457,890 plus 

interest, costs and attorneys’ fees on a post-petition basis (the “DIP Obligations”). 

On October 18, 2022, the Court entered an Order Granting Debtors’ Motion for Entry of 

Order Approving Stipulation with Boston Energy Trading and Marketing, LLC (I) Authorizing 

Continued Use of Cash Collateral, (II) Establishing Adequate Protection Obligation, and (III) 

Granting Adequate Protection in Connection Therewith and Related Relief [ECF No. 801] 

approving the Stipulation dated September 27, 2022 (the “Cash Collateral Stipulation”) and 

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authorizing the Debtors to use the Cash Collateral of BETM through December 31, 2022 and 

granting BETM adequate protection for any aggregate diminution of its Cash Collateral going 

forward, granting continuing Replacement Liens in and upon all the personal property of the 

Debtors. 

On February 2, 2023, the Court entered a further Order Granting Debtors’ Motion for 

Entry of Order (I) Extending The Debtors’ Authorization to Continue Using Cash Collateral of 

Boston Energy Trading and Marketing, LLC (II) Continuing Adequate Protection In Connection 

Therewith, And (III) Granting Adequate Protection in Connection Therewith and Related Relief

[ECF No. 846] approving the Cash Collateral Stipulation previously approved by the Court and 

extending the Maturity Date to March 31, 2023. 

VI. THE JOINT CHAPTER 11 PLAN OF LIQUIDATION PROPOSED BY THE 

 DEBTORS 

A. Summary of Classification. 

THIS SECTION PROVIDES A SUMMARY OF THE STRUCTURE, CLASSIFICATION, 

TREATMENT AND IMPLEMENTATION OF THE PLAN, AND IS QUALIFIED IN ITS 

ENTIRETY BY REFERENCE TO THE PLAN. 

Under the Plan, the Claims against and Equity Interests in the Debtors are divided into 

Classes according to their priority and other criteria. The Classes of Claims and Equity Interests 

in the Debtors, as well as the implementation of the Plan and the Distributions to be made under 

the Plan are described more fully below.

(i) Administrative Claims, Professional Fee Claims, Priority Tax Claims, 

Statutory Fees and the BETM’s DIP Financing Claims. 

a. Administrative Claims.

All Allowed Administrative Claims shall be paid in full, in Cash in such amounts as may 

be Allowed by the Bankruptcy Court (a) as soon as practicable following the later of the Effective 

Date or the date upon which the Court enters a Final Order allowing any such Administrative 

Claim, (b) as otherwise provided in the Bankruptcy Code or approved by the Bankruptcy Court, 

or (c) as agreed by the holder of any such Administrative Claim. If any Disputed Administrative 

Claim exists on the Effective Date, then the Debtors shall hold and maintain Cash in a segregated 

account in an amount equal to all outstanding Disputed Administrative Claims until such dispute 

is resolved consensually or by Final Order. Notwithstanding anything herein to the contrary, 

Allowed Administrative Claims, including the Settled Administrative Claims, shall only be paid 

in accordance with the BETM Settlement. Pursuant to and in accordance with the BETM Plan 

Settlement and subject to the occurrence of the Effective Date, BETM shall waive any Distribution 

on the BETM Adequate Protection Obligation and the BETM Adequate Protection Superpriority 

Administrative Claim.

Unless otherwise ordered by the Bankruptcy Court, any holder of an Administrative Claim 

(including a holder of a Claim for postpetition federal, state or local taxes) that did not file an 

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application, motion, request or other Bankruptcy Court-approved pleading by the Administrative 

Claims Bar Date shall be forever barred, estopped and enjoined from ever asserting such 

Administrative Claim against the Debtors, or their respective assets, and such holder shall not be 

entitled to participate in any Distribution under the Plan on account of any such Administrative 

Claim.

b. Professional Fee Claims.

On or prior to the deadline set by the Bankruptcy Court for Professionals to file final fee 

applications, each Professional shall file with the Bankruptcy Court its final fee application seeking 

final approval of all fees and expenses from the Petition Date through the Confirmation hearing. 

All Allowed Professional Fee Claims shall be paid in full, in Cash in such amounts as may be 

Allowed by the Bankruptcy Court (a) as soon as practicable following the later of the Effective 

Date or the date upon which the Court enters a Final Order allowing any such Professional Fee 

Claim, (b) as otherwise provided in the Bankruptcy Code or approved by the Bankruptcy Court, 

or (c) as may be agreed upon between the holder of any such Professional Fee Claim and the 

Debtors. Allowed Professional Fee Claims shall be paid from (a) first from any retainers held by 

such Professional(s), with any excess retainers being deposited into the Professional Fee Escrow; 

(b) second from the Professional Fee Escrow, and (c) third if the Professional Fee Escrow is 

insufficient to pay the full amount of Allowed Professional Fee Claims, then the remaining unpaid 

the Allowed Professional Fee Claims shall be paid by the Debtors from Available Cash. 

c. Priority Tax Claims.

Unless otherwise ordered by the Bankruptcy Court or agreed to by the Holder of an 

Allowed Priority Tax Claim, the Holders of Allowed Priority Tax Claims against the Estates shall 

be paid 100% of their Allowed Priority Tax Claims from Available Cash upon the later of:(i) the 

Effective Date, or as soon thereafter as is practicable, (ii) the date on which such Priority Tax 

Claim is Allowed pursuant to a Final Order, or (iii) after such Holder has exercised any and all 

rights and remedies in respect of any Lien on the Debtors’ Assets securing such Priority Tax Claim, 

thereby reducing any such Allowed Priority Tax Claims. Notwithstanding anything herein to the 

contrary, Allowed Priority Tax Claims, including the Settled Priority Tax Claims, shall only be 

paid in accordance with the BETM Settlement. Pursuant to and in accordance with the BETM 

Plan Settlement, the Settled Priority Tax Claims shall only be paid if and when the Debtors have 

paid in full all allowed claims of BETM. 

d. Statutory Fees.

Notwithstanding any other provisions of the Plan to the contrary, the Debtors shall pay the 

United States Trustee the appropriate sum required pursuant to 28 U.S.C. § 1930(a)(6), within

fourteen (14) days of the entry of the order confirming the Plan, for pre-confirmation periods and 

simultaneously file all the monthly operating reports for the relevant periods, indicating the cash 

disbursements for the relevant period. The Reorganized Debtors shall further pay the United States 

Trustee the appropriate sum required pursuant to 28 U.S.C. § 1930(a)(6), based upon all postconfirmation periods within the time period set forth in 28 U.S.C. § 1930(a)(6), based upon all 

post-confirmation disbursements made by the Reorganized Debtors, until the earlier of the closing 

of this case by the issuance of a Final Decree by the Bankruptcy Court, or upon the entry of an 

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Order by the Bankruptcy Court dismissing this case or converting this case to another chapter 

under the Bankruptcy Code, and the Reorganized Debtors shall provide to the United States 

Trustee upon the payment of each post-confirmation payment, and concurrently filed with the 

Court, post-confirmation quarterly operating reports indicating all the cash disbursements for the 

relevant period. 

e. BETM’s DIP Financing Claims

The DIP Financing Claims constitute Allowed Senior Secured Claims and Allowed 

Superpriority Administrative Expense Claims against the Debtors and their Estates. Pursuant to 

the BETM Plan Settlement, and subject to the occurrence of the Effective Date of the Plan, the 

DIP Financing Claims of BETM, including based on the BETM DIP Liens, the BETM 

Replacement Liens and the BETM Superpriority Expense Claim, shall be subordinated (i) first to 

the payment from Available Cash of Statutory Fees, (ii) second to the payment from Available 

Cash of all Allowed Professional Fee Claims, (iii) third to the payment from Available Cash of the 

Settled Administrative Claims, (iv) fourth to the payment from Available Cash of any other 

Allowed Administrative Claims approved by BETM, and (v) fifth to the payment from Available 

Cash of Allowed Other Priority Claims and Allowed Priority Tax Claims approved by BETM 

(collectively, the “Agreed Senior Claims”). Following payment of the Agreed Senior Claims, all 

Available Cash and proceeds of Causes of Action (whether now existing or hereafter arising) shall 

be distributed by the Reorganized Debtors to BETM until each of (a) the DIP Financing Claims, 

(b) the BETM Adequate Protection Obligation, and (c) the Prepetition Secured Claim have been 

paid in full. In the event the Available Cash is not sufficient to pay the Agreed Senior Claims in 

full, then BETM shall waive a Distribution on its DIP Financing Claims.

(ii) Classification of Claims and Equity Interests.

The Plan groups the Debtors together solely for the purposes of describing treatment under 

the Plan, confirmation of the Plan, and making distributions in accordance with the Plan in respect 

of Claims against, and Interests in, the Debtors under the Plan. Notwithstanding such groupings, 

the Plan constitutes a separate chapter 11 plan of liquidation for each Debtor. The Plan is not 

premised upon, and will not cause, the substantive consolidation of any of the Debtors. For brevity 

and convenience, the classification and treatment of Claims and Interests have been arranged into 

one chart. Such classification shall not affect any Debtor’s status as a separate legal entity, change 

the organizational structure of the Debtors’ business enterprise, constitute a change of control of 

any Debtor for any purpose, cause a merger or consolidation of any legal entities, or cause the 

transfer of any assets. Except as otherwise provided by or permitted under the Plan, all Debtors 

shall continue to exist as separate legal entities.

B. Class Categories.

All Claims and Equity Interests, except for Administrative Claims, Professional Fee 

Claims, Priority Tax Claims, Other Priority Claims, BETM DIP Financing Claims, and Statutory 

Fees, are classified in the Classes set forth in this Article VI for all purposes, including voting, 

confirmation, and Distributions pursuant to the Plan and pursuant to sections 1122 and 1123(a)(1) 

of the Bankruptcy Code. A Claim or Equity Interest is classified in a particular Class only to the 

extent that such Claim or Equity Interest qualifies within the description of that Class and is 

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classified in other Classes to the extent that any portion of such Claim or Equity Interest qualifies 

within the description of such other Classes. A Claim or Equity Interest also is classified in a 

particular Class for the purpose of receiving Distributions pursuant to the Plan only to the extent 

that such Claim or Equity Interest is an Allowed Claim or Allowed Equity Interest in that Class 

and has not been paid, released, or otherwise satisfied prior to the Effective Date. 

The following Classes and proposed treatment to holders of Allowed Claims and Allowed 

Equity Interests are contained in the Plan: 

Class Class Designation Status Voting Rights 

Class 1 Allowed Other Priority Claims 

(All Debtors)

Unimpaired Presumed to Accept 

the Plan under 

Section 1126(f) of 

the Bankruptcy 

Code

Class 2 Secured Claim of Hanover 

Insurance Company (All 

Debtors)

Unimpaired Presumed to Accept 

the Plan under 

Section 1126(f) of 

the Bankruptcy 

Code

Class 3 Secured Claim of Eckert 

Seamans Cherin & Mellot 

(Holdings only)

Unimpaired Presumed to Accept 

the Plan under 

Section 1126(f) of 

the Bankruptcy 

Code

Class 4 Secured Claim of Boston 

Energy Trading and Marketing 

LLC (All Debtors)

Impaired Entitled to Vote

Class 5 Secured Claim of Shell Energy 

North America (US), L.P (All 

Debtors)

Impaired Deemed to Reject 

the Plan under 

Section 1126(g) of 

the Bankruptcy 

Code

Class 6 Secured Claims of David 

Hernandez and Martin Halpern 

- Mezzanine Lenders (Insider 

Claims) (All Debtors)

Impaired Deemed to Reject 

the Plan under 

Section 1126(g) of 

the Bankruptcy 

Code 

Class 7 General Unsecured Claims (All 

Debtors)

Impaired Deemed to Reject 

the Plan under 

Section 1126(g) of 

the Bankruptcy 

Code 

Class 8 Subordinated Unsecured Claim 

of The Illinois Attorney 

General (Holdings Only)

Impaired Deemed to Reject 

the Plan under 

Section 1126(g) of 

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the Bankruptcy 

Code 

Class 9 Equity Interests (All Debtors) Impaired Deemed to Reject 

the Plan under 

Section 1126(g) of 

the Bankruptcy 

Code 

C. Treatment of Claims and Equity Interests 

The following treatment of and consideration to be received by holders of Allowed Claims 

and Equity Interests under this Plan shall be in full settlement, release, and discharge of such 

Allowed Claims and Equity Interests except to the extent less favorable treatment is agreed to by 

the Debtors and the Holder of such Allowed Claim or Allowed Interest, as applicable. Unless 

otherwise indicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall 

receive such treatment on the later of the Effective Date and the date such Holder’s Claim or 

Interest becomes an Allowed Claim or Allowed Interest or as soon as reasonably practicable 

thereafter.

1. Class 1 – Allowed Other Priority Claims 

(a) Classification: Class 1 consists of all Allowed Other Priority Claims against each 

Debtor. 

(b) Treatment: Except to the extent that a holder of an Allowed Other Priority Claim 

and the applicable Debtor prior to the Effective Date, or after the Effective Date, such holder and 

the applicable Reorganized Debtor, agree to a less favorable treatment, each holder of an Allowed 

Other Priority Claim shall receive, in full and final satisfaction, compromise, settlement, release, 

and discharge of and in exchange for such Allowed Other Priority Claim, payment in full, in Cash, 

of the unpaid portion of its Allowed Other Priority Claim on the Effective Date or as soon 

thereafter as reasonably practicable. 

(c) Voting: Class 1 is Unimpaired under the Plan. Accordingly, each holder of an 

Allowed Other Priority Claim in this Class 1 is conclusively presumed to have accepted the Plan 

pursuant to section 1126(f) of the Bankruptcy Code. 

2. Class 2 – Allowed Secured Claim of The Hanover Insurance Company 

(“Hanover”). 

(a) Classification: Class 2 consist of the Allowed Secured Claim of The Hanover 

Insurance Company. Hanover filed a Secured Claim in the amount of $6,355,073, of which 

$2,700,000 was secured by a certain letter of credit issued by JP Morgan Chase, N.A. on behalf of 

the Debtors (the “Hanover Letter of Credit”). 

(b) Treatment: The Allowed Secured Claim of Hanover Insurance has been fully 

paid and satisfied based on Hanover drawing on the Hanover Letter of Credit during the Chapter 

11 Cases. Pursuant to section 506(a) of the Bankruptcy Code, the remainder of the Allowed Claim 

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of Hanover Insurance shall be included in and treated as an Allowed General Unsecured Claim in 

accordance with Class 7.

(c) Voting: Class 2 is Unimpaired under the Plan. Accordingly, Hanover is 

conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy 

Code. 

3. Class 3 – Allowed Secured Claim of Eckert Seamans Cherin and Mellot, LLC 

(“Eckert Seamans”) 

(a) Classification: Class 3 consist of the Allowed Secured Claim of Eckert Seamans.

(b) Treatment: Eckert Seaman’s filed a Proof of Claim in Holdings asserting a claim 

for unpaid pre-petition legal services in the amount of $253,882.16 (the “Eckert Seamans Claim”). 

The Eckert Seamans Claim is comprised of a Secured Claim in the amount of $13,442.87 and 

General Unsecured Claim in the amount of $240,439.29. The Class 3 Secured Claim of Eckert 

Seamans is secured by that certain pre-petition retainer held by Eckert Seamans in the amount of 

$13,442.87 (the “Retainer”). The Allowed Class 3 Secured Claim of Eckert Seamans shall be 

satisfied in full by the application of the Retainer to the Secured Claim in the amount of 

$13,442.87. The balance of the Eckert Seamans Claim shall be included in and treated as an 

Allowed General Unsecured Claim in accordance with Class 7. 

(c) Voting: Class 3 is Unimpaired under the Plan. Accordingly, Eckert Seamans is 

conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy 

Code. 

4. Class 4 – Allowed Prepetition Secured Claim of BETM 

(a) Classification: Class 4 consists of the Allowed Prepetition Secured Claim of BETM 

against each of the Debtors (the “BETM Secured Claim”). 

(b) Treatment: Following payment of (i) first, the Agreed Upon Claims, (ii) second, 

the DIP Financing Claims, and (iii) third, the BETM Adequate Protection Obligation pursuant and 

in accordance with this Plan, the Debtors shall make additional Distributions to BETM on account 

of the Class 4 Allowed Secured Claim of BETM in accordance with the BETM Plan Settlement 

from Available Cash and proceeds of Causes of Action (whether now existing or hereafter arising) 

until such time as the BETM Secured Claim is paid in full. The balance of the BETM Secured 

Claim after such Distributions shall be included in and treated as an Allowed General Unsecured

Claim in accordance with Class 7. 

(c) Voting: Class 4 is Impaired and BETM is entitled to vote to accept or reject the Plan 

as the holder of the Allowed Class 4 Secured Claim. 

5. Class 5- Allowed Secured Claim of Shell Energy North America (US), L.P 

(“Shell Energy”)

(a) Classification: Class 5 consists of the Secured Claim of Shell Energy against each 

of the Debtors. Shell Energy filed a Proof of Claim in each of these Chapter 11 Cases asserting a 

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total claim as of the Petition Date in the aggregate amount of $79,594,326.84 (the “Shell Claim”). 

(b) Treatment: As of the Petition Date, the rights of Shell Energy in respect of the 

Shell Claim were subject to the terms of the Intercreditor Agreement. Among other things, the 

Intercreditor Agreement provides that the Liens and Claims of Shell Energy are fully subject and 

subordinate to the Liens and Claims of BETM in all respects. The proceeds from the sale and 

liquidation of the Debtors’ Assets were not sufficient to satisfy in full the DIP Financing Claims 

and the BETM Secured Claim. Accordingly, pursuant to section 506(a) of the Bankruptcy Code 

and the terms of the Intercreditor Agreement, the entirety of the Shell Claim is a General 

Unsecured Claim which shall be included in and treated as an Allowed General Unsecured Claim 

in accordance with Class 7. 

(c) Voting: Class 5 is Impaired. Since the Class 5 Allowed Secured Claim of Shell 

Energy will not receive any Distribution or retain any property under the Plan on account of such 

Allowed Secured Claim, Shell Energy, as the holder of the Class 5 Allowed Secured Claim, shall 

be deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. 

6. Class 6 – Allowed Secured Claim of the Mezzanine Lenders

(a) Classification: Class 6 consists of the Allowed Secured Claim of the Mezzanine 

Lenders against each of the Debtors. The Mezzanine Lenders each filed a Proof of Claim in 

Holdings in the amount of $5,179,166.67 (the “Mezzanine Lender Claims”). 

(b) Treatment: As of the Petition Date, the rights of the Mezzanine Lenders respect of 

the Mezzanine Lender Claims were subject to the terms of the Intercreditor Agreement. Among 

other things, the Intercreditor Agreement provides that the Liens and Claims of the Mezzanine 

Lenders are fully subject and subordinate to the Liens and Claims of BETM in all respects. The 

proceeds from the sale and liquidation of the Debtors’ Assets were not sufficient to satisfy in full 

the DIP Financing Claims and the BETM Secured Claim. In addition, the Mezzanine Lenders are 

parties to the D&O Settlement Agreement, which is the subject of the D&O Settlement Motion. 

If the Bankruptcy Court grants the D&O Settlement Motion, then (i) each Mezzanine Lender shall 

have provided a general release in favor of the Debtors of any and all Claims, including the 

Mezzanine Lender Claims, and (ii) the Mezzanine Lender Claims shall be deemed satisfied in full. 

Alternatively, in the event the Bankruptcy Court does not grant the D&O Settlement Motion, then 

pursuant to section 506(a) of the Bankruptcy Code and the terms of the Intercreditor Agreement, 

the entirety of each Mezzanine Lender Claim is a General Unsecured Claim which shall be 

included in and treated as an Allowed General Unsecured Claim in accordance with Class 7. 

(c) Voting: Class 6 is Impaired. Since the Class 6 Allowed Secured Claim of each 

Mezzanine Lender will have either been released pursuant to the D&O Settlement Motion, or will 

not receive any Distribution or retain any property under the Plan on account of such Allowed 

Secured Claim, each Mezzanine Lender, as the holder of a Class 6 Allowed Secured Claim, shall 

no longer have a Mezzanine Lender Claim or shall be deemed to have rejected the Plan pursuant 

to section 1126(g) of the Bankruptcy Code. 

7. Class 7 – Allowed General Unsecured Claims 

(a) Classification: Class 7 consists of the Allowed General Unsecured Claims against 

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each of the Debtors. 

(b) Treatment: Each holder of a General Unsecured Claim shall not receive any 

Distribution or property under the Plan on account of their Allowed General Unsecured Claims. 

(c) Voting: Class 7 is Impaired. Since the holders of the Class 7 Allowed General 

Unsecured Claim will not receive any Distribution or retain any property under the Plan on account 

of such Allowed General Unsecured Claims, such holders shall be deemed to have rejected the 

Plan pursuant to section 1126(g) of the Bankruptcy Code. 

8. Class 8 - Allowed Subordinated Unsecured Claim of the Office of the Illinois 

Attorney General (Holdings only). 

(a) Classification: Class 8 consists of the Allowed Subordinated Unsecured Claim of 

the Office of the Illinois Attorney General against Holdings in the amount of $77,191,092.00, 

which was approved by the Court pursuant to that certain Agreed Order Granting Ex-Parte Joint 

Motion and Stipulation for Entry of An Agreed Order Resolving Objection to Claim of the Illinois 

Attorney General’s Office entered on September 7, 2022 [ECF No. 783].

(b) Treatment: The Illinois Attorney General, as the holder of the Class 8 Allowed 

Subordinated Unsecured Claim, will not receive any Distribution or retain any property under the 

Plan on account of such Claim. 

(c ) Voting: Class 8 is Impaired. Since The Illinois Attorney General, as the holder of 

the Class 8 Allowed Subordinated Unsecured Claim, will not receive any Distribution or retain 

any property under the Plan on account of such Claim, The Illinois Attorney General shall be 

deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. 

9. Class 9 – Allowed Equity Interests.

(a) Classification: Class 9 consist of all Allowed Equity Interests. 

(b) Treatment: As of the Effective Date, all Equity Interests in each Debtor shall be 

deemed retired, cancelled, extinguished and/or discharged and of no further force and effect. 

(c) Voting: Class 9 is Impaired. Since the holders of Equity Interests in each Debtor 

shall not receive any Distribution or retain any property under the Plan on account of such Equity 

Interests, such holders shall be deemed to have rejected the Plan pursuant to Section 1126(g) of 

the Bankruptcy Code.

VII. MEANS FOR IMPLEMENTATION OF THE PLAN

A. Joint Chapter 11 Plan and Vesting of Property. 

The Plan is a joint chapter 11 plan for each Debtor, with the Plan for each Debtor being 

non-severable and mutually dependent on the Plan for each other Debtor. The Debtors shall 

continue to exist on or after the Effective Date solely for the purposes of satisfying the Debtors’ 

obligations under the Plan, including making Distributions as required under the Plan and 

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effectuating the wind down of the Debtors. 

Except as provided for herein, pursuant to Sections 1123(a)(5), 1123(b)(3) and 1141(b) 

and (c) of the Bankruptcy Code, on the Effective Date, all property of the Estates shall vest in the

applicable Reorganized Debtor free and clear of all Liens, Claims, charges, or other encumbrances

for all purposes under and subject to the terms of this Plan. All privileges with respect to the 

property of the Estates, including the attorney/client privilege, to which the Debtors are entitled 

shall automatically vest in, and may only be asserted by and/or waived on behalf of, the applicable 

Reorganized Debtor. 

B. Source of Funding for Plan Distributions

The Distributions to be made in Cash under the terms of this Plan shall be funded from the 

Available Cash on hand as of and generated after the Effective Date as set forth on the Liquidation 

Analysis attached as Exhibit “3” to this Disclosure Statement, which includes, without limitation, 

Cash in the Debtors’ bank accounts, the Professional Fee Escrow, the retainers of Professionals, 

and proceeds from the prosecution and/or settlement of Causes of Action, including pursuant to 

the D&O Settlement Agreement and the Kaufman Settlement Agreement. Pursuant to the BETM 

Plan Settlement, and subject to the occurrence of the Effective Date, BETM has agreed to allow 

the Debtors to use the Available Cash to pay the Agreed Senior Claims pursuant to the terms of 

the Plan. 

C. The BETM Plan Settlement pursuant to Bankruptcy Rule 9019. 

The Plan shall constitute a motion for approval of a settlement and compromise under 

Bankruptcy Rule 9019 between the Debtors and BETM related to the use of Available Cash 

(whether now existing or hereafter arising) in connection with confirmation of the Plan (the 

“BETM Plan Settlement”). Specifically, subject to and conditioned on confirmation of the Plan 

and the Plan becoming effective, BETM has agreed to subordinate its right to receive a 

Distribution on account of: (a) the DIP Financing Claims, (b) the BETM Adequate Protection 

Obligation, and (c) the BETM Class 4 Allowed Secured Claim, so as to enable the Debtors to use 

the Available Cash (i) to pay the Agreed Senior Claims in connection with confirmation of the 

Plan, and/or (ii) to pay for the prosecution of Causes of Action on terms acceptable to the Debtors 

and BETM. In exchange for and as a material inducement to BETM’s agreement to the BETM 

Plan Settlement and to allow the Debtors to use such Available Cash, effective automatically on 

the Effective Date, each of the Debtors, on behalf of themselves and their bankruptcy estates, and 

anyone claiming by, through, or under them (collectively, the “Debtor Releasing Parties”), shall 

be deemed to have fully and forever remised, released, acquitted, waived, disclaimed, 

surrendered, satisfied, and discharged BETM each of its present and former managers (including 

Jay Goldman and Louis Martinsen), members, officers, directors, employees, attorneys, affiliates, 

direct and indirect subsidiaries, direct and indirect parent companies, accountants, financial 

advisors, agents and representatives, (collectively, the “BETM Released Parties”) of and from 

any and all manner of claims, debts, equity or ownership interests, rights, dues, sums of money, 

accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, 

agreements, liabilities, obligations, reckonings, expenses, damages, judgments, executions, 

objections, defenses, setoffs, actions, liens, suits, proceedings, claims, counterclaims, losses, 

costs, expenses, attorneys’ fees, demands, and causes of action of any kind or nature whatsoever, 

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whether contingent, whether disputed or undisputed, whether or not well-founded in fact or law, 

whether in law, equity or otherwise, whether known or unknown, and whether now accrued or 

hereafter maturing, which any of the Debtor Releasing Parties ever had, now has or hereafter can, 

shall or may have against any of the BETM Released Parties, from the beginning of the world 

until the Effective Date, for or by reason of any matter, cause, omission, or thing whatsoever, 

including, but not limited to, any matter, cause, omission, or thing related to, arising out of or in 

connection with the Debtors, the Chapter 11 Cases, the Prepetition Secured Claim, the Prepetition 

Secured Loan Documents, the DIP Financing Claims and the DIP Loan Documents. Nothing 

contained in this release shall release BETM from its agreements set forth in the Plan. 

Bankruptcy Rule 9019(a) provides, in relevant part, that “[o]n motion by the trustee

and after notice and a hearing, the court may approve a compromise or settlement.” Fed. R.

Bankr. P. 9019(a). Section 1107(a) of the Bankruptcy Code grants a debtor-in-possession the 

rights and powers afforded to a trustee serving in a chapter 11 case. See 11 U.S.C. § 1107(a). 

Furthermore, Section 105(a) of the Bankruptcy Code provides that “[t]he court may issue any 

order, process, or judgment that is necessary or appropriate to carry out the provisions of this 

title.” See 11 U.S.C. § 105(a). Accordingly, the Debtors are seeking the Court’s authority to 

approve the BETM Plan Settlement. 

When considering whether to approve a compromise or settlement under Rule 9019, a 

bankruptcy court must determine if the proposed compromise or settlement is fair, equitable,

reasonable and in the best interests of the debtor’s estate. See Protective Comm. for Indep.

Stockholders of TMT TrailerFerry, Inc. v. Anderson, 390 U.S. 414, 424 (1968); In re Se. Banking

Corp., 314 B.R. 250, 272 (Bankr. S.D. Fla. 2004) (holding a bankruptcy court considers whether

a settlement is “fair and equitable”). Approval of a settlement in a bankruptcy proceeding is 

within the sole discretion of the Court. In re Arrow Air, 85 BR 891 (Bankr. S.D. Fla. 1988). A 

bankruptcy court is not required to decide the merits of claims, but is to assess the probability

of succeeding on those claims. See In re Vazquez, 325 B.R. 30, 35 (Bankr. S.D. Fla. 2005). 

“It is generally recognized that the law favors settlement of disputes over litigation for litigation 

sake.” In re Bicoastal Corp., 164 B.R. 1009, 1016 (Bankr. M.D. Fla. 1993). Compromises and 

settlements are looked upon favorablyin bankruptcy cases because they “minimize costly litigation 

and further parties’ interests in expediting the administration of the bankruptcy estate.” Motors 

Liquidation Co., 555 B.R. 355, 364-65 (Bankr. S.D.N.Y. 2016) (citing Myers v. Martin (In re 

Martin), 91 F.3d 389, 393 (3d Cir. 1996)); see also Protective Comm. for Indep. Stockholders of 

TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968); Martin v. Kane (In re A&C 

Properties), 784 F.2d 1377, 1380-81 (9th Cir. 1986); 10 Collier on Bankruptcy ¶ 9019.01 (16th 

ed. 2017) (“Compromises are favored in bankruptcy.”).

The inquiry need only determine whether the settlement falls below the lowest point of the 

range of reasonableness. See In re W.T. Grant Co., 699 F.2d 599, 608 (2d Cir.), cert. denied, sub 

nom., Cosoff v. Rodman, 464 U.S. 822 (1983). 

The United States Court of Appeals for the Eleventh Circuit has set forth four factors to 

assist bankruptcy courts in determining whether a settlement proposal meets the appropriate 

standard. These factors are as follows: 

a. the probability of success in the litigation; 

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b. the difficulties, if any, to be encountered in the matter of collection; 

c. the complexity of the litigation involved, and the expense, inconvenience and delay 

necessarily attending it; and 

d. the paramount interest of the creditors and a proper deference to their reasonable 

views in the premises.

Wallis v. Justice Oaks II, Ltd. (In re Justice Oaks II, Ltd.), 898 F.2d 1544, 1549 (11th Cir. 1990). 

See also Romagosa v. Thomas (In re Van Diepen, P.A.), 236 Fed. Appx. 498, 504 (11th Cir. 2007) 

(setting forth Justice Oaks factors and affirming bankruptcy court’s approval of settlement 

agreement).

Appellate courts review a bankruptcy court’s approval of a settlement or compromise to 

determine whether there is a clear showing that the bankruptcy court abused its discretion. In re 

Van Diepen, P.A., 236 Fed. Appx. at 504; In re Bicoastal Corp., 164 B.R. at 1016 (stating “the 

Bankruptcy Court has broad discretion to approve a compromise.”). Moreover, “[t]he bankruptcy 

court is not required to rule on the merits, and must look only to the probabilities.” Id. Settlements 

or compromises should be approved unless they “fall below the lowest point in the range of 

reasonableness.” In re Bicoastal Corp., 164 B.R. at 1016. 

The Debtors believe and submit that as applied to the BETM Plan Settlement herein, the 

Justice Oaks factors weigh heavily in favor of approval of the terms and conditions of the BETM 

Plan Settlement. First, with regard to the “probability of success in litigation” and the “complexity 

of the litigation” factors, the Debtors, without the consent of BETM to use the Available Cash on 

which BETM has senior Liens and Claims, the Debtors would not succeed in any litigation to 

compel BETM to allow such use. As to the “collection factor,” the Debtors do not believe it is 

relevant to the analysis of the BETM Plan Settlement. 

With regard to the final factor of “paramount interests of creditors,” the Debtors assert that 

it weighs heavily in favor of approving the BETM Plan Settlement and confirming the Plan. 

Without the BETM Plan Settlement, the Debtors would not be able to confirm the Plan and make 

Distributions to the holders of Agreed Senior Claims. In fact, the Debtors would be required to 

turnover all Available Cash to BETM and then either convert these Chapter 11 Cases to cases 

under Chapter 7 of the Bankruptcy Code or seek dismissal of these Chapter 11 Cases. In either 

situation, without the BETM Plan Settlement, no other creditors, namely the Settled 

Administrative Claims, would receive any Distribution. 

For the foregoing reasons, the Debtors submit that the BETM Plan Settlement satisfies the 

applicable Justice Oaks factors, falls well above the lowest point in the range of reasonableness, 

is fair and equitable, is in the best interest of all Creditors and, accordingly, should be approved 

upon and in connection with confirmation of the Plan. 

D. Distributions 

The Distributions will be made in accordance with the Plan by the Debtors, as applicable 

and as set forth herein.

E. Liquidation and Dissolution of Debtors.

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On or after the Effective Date, the Reorganized Debtors shall have the power and authority 

to take any actions necessary in his discretion to dissolve the Debtors, including the filing of any 

documents with the secretary of state for the state in which such dissolved Debtor is formed 

without further order of the Bankruptcy Court or without the need for any corporate action. 

F. Preservation and Abandonment of Records. 

After the Effective Date, the Debtors shall be authorized to preserve or abandon (with or 

without destruction) the Debtors’ books and records as deemed appropriate by the CRO in the 

exercise of his reasonable business judgment and without further order of the Court. 

G. Deadline for Filing Applications for Professional Fee Claims.

All parties seeking payment of Professional Fee Claims must file with the Bankruptcy 

Court a final application and/or an application for payment of reasonable fees and expenses under 

Bankruptcy Code section 503(b), as applicable, pursuant to the Court’s Disclosure Statement 

Order. 

H. Disallowance of Claims Without Further Order of the Court.

As of the Effective Date, any Scheduled Claim designated as disputed, contingent, or 

unliquidated in amount and for which a proof of Claim has not been filed by the Creditor by the 

applicable Bar Date shall be deemed Disallowed and expunged. All Scheduled Claims that 

correspond to a proof of Claim filed by a particular Creditor by the applicable Bar Date shall be 

deemed to have been superseded by such later filed proof of Claim, and the Scheduled Claim, 

regardless of priority, shall be expunged from the Claims register; provided however, that such 

proofs of Claim shall be subject to objection in accordance with Article VIII of the Plan.

I. Post-Effective Date Reports and Fees.

Notwithstanding any other provisions of the Plan to the contrary, the Debtors shall pay the 

United States Trustee the appropriate sum required pursuant to 28 U.S.C. § 1930(a)(6), within 

fourteen (14) days of the entry of the order confirming the Plan, for pre-confirmation periods and 

simultaneously file all the monthly operating reports for the relevant periods, indicating the cash 

disbursements for the relevant period. The Reorganized Debtors shall further pay the United 

States Trustee the appropriate sum required pursuant to 28 U.S.C. § 1930(a)(6), based upon all 

post-confirmation periods within the time period set forth in 28 U.S.C. § 1930(a)(6), based upon 

all post-confirmation disbursements made by the Reorganized Debtors, until the earlier of the 

closing of this case by the issuance of a Final Decree by the Bankruptcy Court, or upon the entry 

of an Order by the Bankruptcy Court dismissing this case or converting this case to another 

chapter under the Bankruptcy Code, and the Debtors shall provide to the United States Trustee 

upon the payment of each post-confirmation payment, and concurrently filed with the Court, postconfirmation quarterly operating reports indicating all the cash disbursements for the relevant 

period.

J. Preservation of Causes of Action.

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Except as otherwise provided in this Plan or in any contract, instrument, release, or 

agreement entered into in connection with the Plan and the Final DIP Finance Order, in accordance 

with Bankruptcy Code section 1123(b), all Claims and Causes of Action that the Debtors or the 

Estates may have against any Person or Entity are preserved on the Effective Date, including, 

without limitation, any and all Causes of Action the Debtors, Estates, or other appropriate party in 

interest may assert under Bankruptcy Code sections 502, 510, 522(f), 522(h), 541, 542, 543, 544, 

545, 547, 548, 549, 550, 551, 553 and 724(a).

The Causes of Actions include the Debtors’ prosecution and/or defense of any Claim, 

Cause of Action or objections to Claim that the Debtors have commenced, may commence or 

become involved in against, or with, any Person or Entity which arises out of events related to the 

Debtors or their operations, either before or after the Petition Date, including but not limited to, 

any Claims or Causes of Action that the Debtors may have against pre-petition professionals, 

including law firms and lawyers, who represented the Debtors, provided services to the Debtors or 

were otherwise involved with the Debtors. 

UNLESS SPECIFICALLY PROVIDED FOR HEREIN, THE PLAN DOES NOT, 

AND IS NOT INTENDED TO, RELEASE ANY CAUSE OF ACTION OR OBJECTIONS 

TO CLAIMS, AND ALL SUCH RIGHTS ARE SPECIFICALLY RESERVED IN FAVOR 

OF THE DEBTORS. Creditors are advised that legal rights, claims and rights of action the 

Debtors may have against them, if they exist, are retained under the Plan for prosecution unless a 

specific order of the Bankruptcy Court authorizes the Debtors to release such claims. As such, 

Creditors are cautioned not to rely on (i) the absence of the listing of any legal right, claim or right 

of action against a particular Creditor in the Disclosure Statement, the Plan, or the Schedules, or 

(ii) the absence of litigation or demand prior to the Effective Date of the Plan as any indication 

that the Debtors do not possess or do not intend to prosecute a particular claim or Cause of Action 

if a particular Creditor votes to accept the Plan. It is the expressed intention of the Plan to preserve 

rights, objections to Claims, and rights of action of the Debtors, whether now known or unknown, 

for the benefit of Debtors. A Cause of Action shall not, under any circumstances, be waived as a 

result of the failure of the Debtors to describe such Cause of Action with specificity in the Plan or 

in the Disclosure Statement; nor shall the Debtors, as a result of such failure, be estopped or 

precluded under any theory from pursuing any such Cause of Action. Nothing in the Plan operates 

as a release of any Cause of Action.

The Estate shall remain open, even if the Chapter 11 Cases shall have been closed, as to 

any and all objections to Claims and Causes of Action until such time as all objections to Claims 

and the Causes of Action have been fully administered and the recoveries therefrom have been 

received. 

K. Prosecution and Settlement of Causes of Action and Objections to Claims. 

The Debtors or the Reorganized Debtors, as applicable, (a) may commence or continue in 

any appropriate court, tribunal or any other appropriate setting (e.g., American Arbitration 

Association or other arbitration association) any suit or other proceeding for the filing, prosecution 

and/or enforcement of any Cause of Action or an objection to any Claim which the Debtors had or 

had power to assert immediately prior to the Effective Date, including any objections to Claims 

and and/or Causes of Action pending as of the Effective Date, and (b) may settle or adjust any

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Cause of Action or objection to Claim; provided, however, that from and after the Effective Date, 

the Reorganized Debtors shall be authorized to compromise and settle any Cause of Action or 

objection to a Claim upon approval by the Bankruptcy Court after notice and a hearing.

L. Automatic Stay

The automatic stay provided for under section 362 of the Bankruptcy Code shall remain in 

effect in these Chapter 11 Cases until the Effective Date of the Plan. 

M. Closing of the Chapter 11 Cases 

Notwithstanding anything to the contrary in the Bankruptcy Rules or Local Rules of the 

Bankruptcy Court providing for earlier closure of the Chapter 11 Cases, when the Available Cash 

has been distributed in accordance with the Plan, or at such earlier time as the Debtors or the 

Reorganized Debtors deem appropriate, the Debtors or the Reorganized Debtors shall seek 

authority from the Bankruptcy Court to close the Chapter 11 Cases in accordance with the 

Bankruptcy Code and the Bankruptcy Rules.

VIII. PROVISIONS GOVERNING DISTRIBUTIONS

A. Manner of Cash Payments Under the Plan

Any Distribution pursuant to the Plan, to the extent posted in the United States mail, shall 

be deemed made when deposited by the Debtors (or their respective agent(s)), as applicable, into 

the United States mail, or paid by wire transfer. At the option of the Debtors any Cash payment 

to be made pursuant to the Plan shall be made, at the election of the Debtors by check drawn on a 

domestic bank, by wire transfer, or by ACH, from a domestic bank, or other method mutually 

agreed upon by the holder of the Allowed Claim or Allowed Equity Interest and the Debtors. 

Whenever any Distribution to be made under the Plan shall be due on a day other than a Business 

Day, such Distribution shall instead be made, without interest, on the immediately succeeding 

Business Day, but shall be deemed to have been made on that due date.

B. Delivery of Distributions

Subject to Bankruptcy Rule 9010 and except as otherwise provided herein, Distributions 

to the holders of Allowed Claims and Equity Interests shall be made by the Distribution Agent at

(a) the address of each holder as set forth in the Schedules, unless superseded by the address set 

forth on proofs of Claim filed by such holder or (b) the last known address of such holder if no 

Proof of Claim is filed or if the Debtors have not been notified in writing of a change of address.

C. Undeliverable and Unclaimed Distributions

In the event that any Distribution to any holder of an Allowed Claim made by the Debtors, 

is returned as undeliverable, the Debtors, as applicable, shall use commercially reasonable efforts 

to determine the current address of each holder, but no Distribution to such holder shall be made 

unless and until the respective Debtor, as applicable, has determined the then current address of 

such holder; provided, however, that all Distributions to holders of Allowed Claims made by a

Debtors, as applicable, that are unclaimed for a period of ninety (90) days after the date of the first 

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attempted Distribution shall have its, his or her Claim for such undeliverable Distribution deemed 

satisfied and will be forever barred from asserting any such Claim against the Debtors, as 

applicable, or its property. Any Distributions which are undeliverable or have not been negotiated 

within the time period set forth above shall be deemed unclaimed property under section 347(b) 

of the Bankruptcy Code and revested in the particular Debtor, as applicable and re-distributed in 

accordance with the terms of the Plan. The Debtors shall have no further obligation to make any 

Distribution to the holder of such Claim on account of such Claim, and any entitlement of any 

holder of such Claim to any such Distributions shall be extinguished and forever barred. 

D. Compliance with Tax Requirements

In connection with the Plan, to the extent applicable, the Debtors shall comply with all 

federal, state or local withholding taxes or other amounts required to be withheld under applicable 

law shall be deducted from Distributions pursuant to the Plan. The Debtors may withhold from 

any Distributions under and pursuant to the Plan to any Person or Entity any and all amounts, 

determined in the reasonable discretion of the Debtors required to be withheld by any law, 

regulation, rule, ruling, directive, or other governmental requirement; provided, however, that the 

Debtors shall not make any such withholdings described in this paragraph (other than routine tax 

withholdings with respect to employee-related claims (if any)) from any payment or Distribution 

on account of Claims or Equity Interests without first filing a notice with the Court (and serving 

such notice on the holder of the Claim or Equity Interest) describing the nature and amount of the 

proposed withholding and providing such holder an opportunity to object. All such amounts 

withheld and paid to the appropriate taxing authority shall be treated as amounts distributed to 

such holders of the Claims and/or Equity Interests. The Debtors shall be authorized to collect such 

tax information from the holders of Claims and/or Equity Interests (including social security 

numbers or other tax identification numbers) as it in its sole discretion deems necessary to 

effectuate the Plan. In order to receive Distributions under the Plan, all holders of Claims and 

Equity Interests will need to identify themselves to the Debtors and provide all tax information the 

Debtors deem appropriate (including completing the appropriate Form W-8 or Form W-9, as 

applicable to each holder). The Debtors may refuse to make a Distribution to any holder of a 

Claim or Equity Interest that fails to furnish such information within the time period specified by 

the Debtors, and such Distribution shall be deemed an unclaimed Distribution under the Plan, and, 

provided further that, if the Debtors fail to withhold in respect of amounts received or distributable 

with respect to any such holder and the Debtors are later held liable for the amount of such 

withholding, such holder shall reimburse the Debtors for such liability. Notwithstanding any other 

provision of the Plan, each holder of an Allowed Claim or Allowed Equity Interest that is to receive 

a Distribution under the Plan shall have the sole and exclusive responsibility for the satisfaction 

and payment of any tax obligations imposed by any governmental unit.

E. No Payments of Fractional Dollars

Notwithstanding any other provision of any Plan to the contrary, no payment of fractional 

dollars shall be made pursuant to any such Plan. Whenever any payment of a fraction of a dollar 

under a Plan would otherwise be required, the actual Distribution made shall reflect a rounding 

down of such fraction to the nearest whole dollar.

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F. Interest on Claims

Except as specifically provided for in this Plan or the Confirmation Order or required by 

the Bankruptcy Code, interest shall not accrue on Claims and no holder of a Claim shall be entitled 

to interest on any Claim accruing on or after the Petition Date. Interest shall not accrue on any 

General Unsecured Claim that is a Disputed Claim in respect of the period from the Effective Date 

to the date a final Distribution is made thereon if and after that Disputed Claim becomes an 

Allowed Claim. Except as expressly provided in any Plan or in an order of the Bankruptcy Court, 

no prepetition Claim shall be Allowed to the extent that it is for post-petition interest or similar 

charges. 

G. No Distribution in Excess of Allowed Amount of Claim

Notwithstanding anything to the contrary contained in any Plan, no holder of an Allowed 

Claim shall receive in respect of that Claim any Distribution in excess of the Allowed amount of 

such Claim.

H. Setoff and Recoupment

The Debtors, as applicable, may setoff against, or recoup from, any Claim and the 

Distributions to be made pursuant to the Plan in respect thereof, any Claims or defenses of any 

nature whatsoever that such Debtor, as applicable, or the Estate may have against the holder of 

such Claim, but neither the failure to do so nor the allowance of any Claim under such Plan shall 

constitute a waiver or release by such Debtor, as applicable, or such Estate of any right of setoff 

or recoupment that any of them may have against the holder of any Claim. Any such setoffs or 

recoupments may be challenged in Bankruptcy Court. Notwithstanding any provision in any Plan 

to the contrary, nothing herein or in a Plan shall bar any creditor from asserting its setoff or 

recoupment rights to the extent permitted under section 553 or any other provision of the 

Bankruptcy Code; provided, however, that such setoff or recoupment rights are timely asserted; 

provided further that all rights of the Debtors, as applicable, and the Estates with respect thereto 

are reserved.

I. De Minimis Distributions

Notwithstanding anything to the contrary in any Plan, the Debtors shall not be required to 

make a Distribution to any Creditor if the dollar amount of the Distribution is less than $10 or 

otherwise so small that the cost of making that Distribution exceeds the dollar amount of such 

Distribution. 

J. Distributions in Satisfaction; Allocation

Except for the obligations expressly imposed by the Plan and the property and rights 

expressly retained under the Plan, if any, the Distributions and rights that are provided in the Plan 

shall be in complete satisfaction and release of all Claims against, liabilities in, Liens on, 

obligations of and Equity Interests in the Debtor and its Estate, whether known or unknown, that 

arose or existed prior to the Effective Date. Distributions received in respect of Allowed Claims 

will be allocated first to the principal amount of such Claims, with any excess allocated to unpaid 

accrued interest (if any).

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K. No Distributions on Late-Filed Claims

Except as otherwise provided in a Final Order of the Bankruptcy Court, any Claim as to 

which a Proof of Claim was required to be filed and was first filed after the applicable bar date in 

the Chapter 11 Cases, including, without limitation, the General Bar Date and any bar date 

established in any Plan or in the Confirmation Order, shall automatically be deemed a late-filed 

Claim that is disallowed in the Chapter 11 Case, without the need for (a) any further action by the 

respective Debtor or (b) an order of the Bankruptcy Court. Nothing in this paragraph is intended 

to expand or modify the applicable bar dates or any orders of the Bankruptcy Court relating thereto.

IX. DISPUTED CLAIMS

A. Resolution of Disputed Claims

The Debtors, as applicable,shall have the right to make and file objections to Claims in the 

Bankruptcy Court. Unless otherwise ordered by the Bankruptcy Court after notice and a hearing, 

all Disputed Claims shall be subject to the exclusive jurisdiction of the Bankruptcy Court.

B. Objection Deadline

All objections to Claims shall be filed no later than the date set by the Disclosure Statement 

Order, unless otherwise ordered by the Bankruptcy Court after notice and a hearing, with notice 

only to those parties entitled to notice in the applicable Chapter 11 Cases pursuant to Bankruptcy 

Rule 2002.

C. Estimation of Claims

At any time, each Debtor, as applicable, may request that the Bankruptcy Court estimate 

any contingent or unliquidated Claim to the extent permitted by section 502(c) of the Bankruptcy 

Code regardless of whether such Debtor, as applicable, has previously objected to such Claim or 

whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall 

have jurisdiction to estimate any Claim at any time during litigation concerning any objection to 

such Claim, including during the pendency of any appeal relating to any such objection. If the 

Bankruptcy Court estimates any contingent or unliquidated Claim, that estimated amount shall 

constitute either the Allowed amount of such Claim or a maximum limitation on the Claim, as 

determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation 

on the Claim, the respective Debtor, as applicable,may elect to pursue supplemental proceedings 

to object to the ultimate allowance of the Claim. All of the aforementioned Claims objection, 

estimation and resolution procedures are cumulative and not exclusive of one another. Claims 

may be estimated and subsequently compromised, settled, withdrawn or resolved by any 

mechanism approved by the Bankruptcy Court. 

D. No Distributions Pending Allowance; Disputed Claims Reserve

Notwithstanding any other provision in the Plan, no Distributions shall be made under the 

Plan on account of any Disputed Claim until it becomes an Allowed Claim. To protect the interests 

of holders of Disputed Claims, the Debtors shall reserve an amount that represents the Disputed 

Claim (or portion thereof) that would otherwise be distributed to the holder of each Disputed Claim 

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(or portion thereof) if such Disputed Claim was Allowed in the amount set forth on the holder’s 

Proof of Claim or as estimated by the Bankruptcy Court. As soon as practicable after a Disputed 

Claim becomes an Allowed Claim, the holder of such Allowed Claim shall receive from a 

Distribution in an amount equal to the Distribution that such holder would have received had such 

Disputed Claim been an Allowed Claim on the Effective Date. If and when a Disputed Claim or 

any portion thereof becomes a Disallowed Claim, the Distributions that would otherwise be made 

thereon shall be available for Distribution to holders of Allowed Claims or Equity Interests 

pursuant to the Plan.

X. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. General Provisions. 

All executory contracts and unexpired leases of the Debtors shall be deemed rejected as of 

the Effective Date, unless a particular executory contract or unexpired lease (i) has previously been 

assumed or rejected pursuant to an order of the Bankruptcy Court or applicable provisions of the 

Bankruptcy Code, (ii) has expired or otherwise terminated pursuant to its terms, or (iii) is the 

subject of a separate assumption motion filed by one of the Debtors under Bankruptcy Code section 

365.

B. Notice of Deemed Rejection.

Any party to an executory contract or unexpired lease that was previously rejected pursuant 

to an order of the Bankruptcy Court or applicable provisions of the Bankruptcy Code and failed to 

timely file a Claim for damages from such rejection pursuant to the deadlines established in the 

Rejection/Termination Orders shall be deemed to have waived any Claim in connection with the 

rejection and/or termination of such contract or lease.

XI. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

A. Conditions Precedent

The Effective Date shall not occur and no obligations under the Plan shall come into 

existence unless each of the following conditions is met or, alternatively, are waived by the 

Debtors. 

(i) The Confirmation Order shall have become a Final Order and such order shall not 

have been amended, modified, vacated, stayed, or reversed;

(ii) All asserted Administrative Claims, other than the Settled Administrative Claims, 

shall have been resolved by a Final Order of the Court in a manner acceptable to BETM;

(iii) All asserted Priority Claims and Priority Tax Claims, other than the Settled Priority 

Tax Claims, shall have been resolved by a Final Order of the Court in a manner acceptable to 

BETM; 

(iv) All documents contemplated by this Plan to be executed and delivered on or before 

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the Effective Date shall have been executed and delivered;

(v) There shall be no stay or injunction in effect with respect to the Confirmation Order; 

and

(vi) The Plan Documents shall be in a form and substance reasonably acceptable to the 

Debtors, and have been duly executed and delivered; provided, however, that no party to any such 

agreements and instruments, may unreasonably withhold its execution and delivery of such 

documents to prevent this condition precedent from occurring. 

B. Waiver of Conditions Precedent. 

Notwithstanding the foregoing conditions, the Debtors reserve, in their sole discretion, but 

with the consent of BETM as applicable, the right to waive the occurrence of any condition 

precedent or to modify any of the foregoing conditions precedent. Any such written waiver of a 

condition precedent set forth in this Plan may be effected at any time, without notice, without leave 

or order of the Bankruptcy Court, and without any formal action other than proceeding to 

consummate the Plan. Any actions required to be taken on the Effective Date or Confirmation 

Date (as applicable) shall take place and shall be deemed to have occurred simultaneously, and no 

such action shall be deemed to have occurred prior to the taking of any other such action.

XII. EFFECT OF CONFIRMATION; EXCULPATION, INJUNCTION AND

RELATED PROVISIONS

A. Settlement, Compromise and Release of Claims and Equity Interests

Pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, and in 

consideration for the Distributions and other benefits provided pursuant to the Plan, the provisions 

of the Plan shall constitute a good faith compromise of all Claims and Equity Interests. The entry 

of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or 

settlement of all Claims and Equity Interests, as well as a finding by the Bankruptcy Court that 

such compromises or settlements are fair, equitable, reasonable and in the best interests of the 

Debtor, the Estate and holders of Claims and Equity Interests.

B. Plan Injunction. 

Except as otherwise expressly provided for in the Plan or in obligations issued 

pursuant to the Plan, all Persons and Entities are permanently enjoined, on and after the 

Effective Date, on account of any Claim or Equity Interest, from: (i) commencing or 

continuing in any manner any action or other proceeding of any kind against the Debtors, 

their Estates and their successors and assigns and its assets and properties; (ii) enforcing, 

determining, attaching, collecting or recovering by any manner or means any liability, claim, 

judgment, award, decree or order against the Debtors and their Estates, and their successors 

and assigns and their assets and properties; (iii) creating, perfecting or enforcing any 

encumbrance of any kind against the Debtors, and their Estates and their successors and 

assigns and their assets and properties; and (iv) commencing or continuing in any manner 

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any action or other proceeding of any kind in respect of any Claim or Equity Interest or 

Cause of Action released or settled hereunder, provided however, that nothing in the Plan or 

Confirmation Order shall constitute a waiver of any rights or defenses of such persons with 

respect to such actions, provided, further, that such injunction shall neither bar any entity 

from asserting any defense in an action commenced by or on behalf of the Debtors, nor 

prohibit any entity from asserting any right expressly preserved or contemplated by the 

Plan; provided, furthermore, that nothing contained in the Plan or Confirmation Order shall 

preclude the IRS from pursuing an action against any entity, or preclude any governmental 

entity from pursuing a criminal, police or regulatory action against any entity. Nothing 

herein shall be construed as enjoining any party’s prosecution or defense of any appeal of 

any order entered by the Bankruptcy Court in these Chapter 11 Cases.

C. All Distributions Received in Full and Final Satisfaction. 

Except as otherwise set forth herein, all payments and all Distributions to be made in 

accordance with the Plan on account of Claims (including Administrative Claims) shall be received 

in full and final satisfaction, settlement, and release of the Estates’ obligations for such Claims as 

against the Debtors and their property and the Estates.

D. No Discharge of Debtors. 

Pursuant to section 1141(d)(3) of the Bankruptcy Code, Confirmation of the Plan will not 

discharge Claims against the Debtors; provided, however, that no Holder of any Claim or Equity 

Interest may, on account of such Claim or Equity Interest, seek or receive any payment or other 

Distribution from, or seek recourse against any of the Estates, and/or their respective successors, 

assigns and/or property, except as expressly provided in the Plan.

E. No Modification of Res Judicata Effect. 

The provisions of this Article XIII are not intended, and shall not be construed, to modify 

the res judicata effect of any order entered in the Chapter 11 Cases, including, without limitation, 

the Confirmation Order, the DIP Financing/Cash Collateral Orders, and any order finally 

determining Professional Fee Claims to any Professional.

F. Exculpation. 

Notwithstanding anything herein to the contrary, the Exculpated Parties shall neither 

have nor incur any liability to any Person or Entity for any and all Claims and Causes of 

Action arising on or after the Petition Date up through the time these Chapter 11 Cases are 

closed, involving or relating to any act taken or omitted to be taken in connection with, or 

related to, prosecuting these Chapter 11 Cases, formulating, negotiating, preparing, 

disseminating, implementing, or administering any aspect of these Chapter 11 Cases, 

including the sale of property of the Estate, distributing property of the Estate or related in 

any way to any other contract, instrument, release or other agreement or document created 

or entered into in connection with these Chapter 11 Cases, the Plan or any other post-petition 

act taken or omitted to be taken in connection with or in contemplation of the administration 

of the Estate; provided, however, that the foregoing provisions of this paragraph shall have 

no effect on the liability of any person that results from any such act or omission that is 

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determined to have constituted gross negligence, willful misconduct, or fraud; provided 

further, that nothing contained in the Confirmation Order shall preclude any governmental 

entity from pursuing a criminal, police or regulatory action against any entity. 

G. Limitations on Exculpation. 

Nothing in this Plan shall be construed to release or exculpate any Person from, or 

require indemnification of, any Person against losses arising from criminal conduct, 

intentional unauthorized misuse of confidential information that causes damages, or limit 

the liability of the professionals of the Debtors to the Debtors pursuant to Rule 4-1.8(h) of 

the Florida Rules of Professional Conduct (“Limiting Liability for Malpractice”). 

XIV. RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective 

Date, the Bankruptcy Court shall, after the Effective Date, retain such jurisdiction over the Chapter 

11 Cases and all Persons and Entities with respect to all matters related to these Chapter 11 Cases, 

the Debtors and the Plan as is legally permissible, including, without limitation, jurisdiction to:

(i) allow, disallow, determine, liquidate, classify, estimate or establish the priority or 

secured or unsecured status of any Claim against or liability of the Debtors, including the resolution 

of any request for payment of any Administrative Claim and the resolution of any and all objections 

to the allowance or priority of Claims;

(ii) grant, deny or otherwise resolve any and all applications of Professionals or Persons 

retained in these Chapter 11 Cases by the Debtors for allowance of compensation or 

reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan, for periods 

ending on or before the Effective Date;

(iii) resolve any matters related to the assumption, assignment or rejection of any 

executory contract or unexpired leases to which the Debtors are a party or with respect to which 

the Debtors may be liable and to hear, determine and, if necessary, liquidate, any Claims arising 

therefrom; 

(iv) ensure that Distributions to holders of Allowed Claims and Equity Interests are 

accomplished pursuant to the provisions of the Plan, including by resolving any disputes regarding, 

as applicable, the Debtors’ entitlement to recover assets held by third parties;

(v) decide, adjudicate or resolve any motions, contested or litigated matters and any 

other matters, including all Causes of Action, and grant or deny any applications involving the 

Debtors that may be pending on the Effective Date or filed after the Effective Date; 

(vi) enter such orders as may be necessary or appropriate to implement or consummate 

the provisions of the Plan and all other contracts, instruments, releases, indentures and other 

agreements or documents adopted in connection with the Plan or the Disclosure Statement;

(vii) issue injunctions, enforce them, enter and implement other orders or take such other 

actions as may be necessary or appropriate to restrain interference by any Entity with the Effective 

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Date or enforcement of the Plan, except as otherwise provided in the Plan;

(viii) enforce Articles within this Plan;

(ix) resolve any cases, controversies, suits or disputes with respect to the exculpation, 

injunction and other provisions contained in Article XI, and enter such orders as may be necessary 

or appropriate to implement or enforce allsuch releases, injunctions and other provisions;

(x) enter and implement such orders as necessary or appropriate if the Confirmation 

Order is modified, stayed, reversed, revoked or vacated;

(xi) resolve any other matters that may arise in connection with or related to the Plan, 

the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, indenture 

or other agreement or document adopted in connection with the Plan or the Disclosure Statement; 

and

(xii) enter an order and a Final Decree closing these Chapter 11 Cases.

XV. MISCELLANEOUS PROVISIONS

A. Modification of Plan.

Subject to the limitations contained in the Plan, the Debtor reserve the right in their sole 

discretion, in accordance with the Bankruptcy Code and the Bankruptcy Rules to amend or modify 

any Plan prior to the entry of the Confirmation Order, including amendments or modifications to 

satisfy section 1129(b) of the Bankruptcy Code; provided, however, that (1) any pre-Confirmation 

Date amendments shall not materially or adversely affect the interests, rights or treatment of any 

Allowed Claims or Equity Interests under such Plan; and (2) after the entry of the Confirmation 

Order, any Debtor or Reorganized Debtor may, upon order of the Bankruptcy Court, amend or 

modify a Plan, in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect 

or omission or reconcile any inconsistency in such Plan in such manner as may be necessary to 

carry out the purpose and intent of such Plan. 

B. Revocation of Plan.

The Debtors reserve the right in their sole discretion to revoke or withdraw any Plan prior 

to the entry of the Confirmation Order, and to file subsequent chapter 11 Plan. If the Debtors 

revoke or withdraw a Plan or if entry of the Confirmation Order or the Effective Date does not 

occur, then: (1) the Plan shall be null and void in all respects; and (2) nothing contained in the Plan

shall: (a) constitute a waiver or release of any Claims by or against, or any Equity Interests in, the 

Debtor or any other Entity; (b) prejudice in any manner the rights of the Debtor or any other 

Entity; or (c) constitute an admission of any sort by such Debtors or any other Entity.

C. Binding Effect.

On the Effective Date, the provisions herein shall bind any holder of a Claim against, or 

present or former direct or indirect holder of an Equity Interest in, the Debtors and such holder’s 

respective successors and assigns, whether or not the Claim or Equity Interest of such holder is 

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Impaired under the Plan, whether or not such holder has accepted the Plan and whether or not such 

holder is entitled to a Distribution under the Plan.

D. Successors and Assigns.

The rights, benefits and obligations of any Entity named or referred to in the Plan shall be 

binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign 

of such Entity.

E. Governing Law.

Except to the extent that the Bankruptcy Code or Bankruptcy Rules apply, unless otherwise 

stated, and subject to the provisions of any contract, instrument, release, indenture or other 

agreement or document entered into in connection herewith, the rights and obligations arising 

hereunder shall be governed by, and construed and enforced in accordance with, the laws of the 

State of Florida without giving effect to the principles of conflict of laws thereof.

F. Severability. 

Should any provision in this Plan be determined to be unenforceable, such determination 

shall in no way limit or affect the enforceability and operative effect of any or all other provisions 

of this Plan.

G. Regulatory Approval. 

No regulatory approval is necessary for confirmation of this Plan. 

H. Reservation of Rights

The Plan shall have no force or effect unless and until the Effective Date occurs. Neither 

the filing of the Plan, any statement or provision contained herein, nor the taking of any action by 

the Debtors or any Entity with respect to the Plan shall be or shall be deemed to be an admission 

or waiver of any rights of: (1) the Debtors with respect to the holders of Claims or Equity Interests 

or other parties-in-interest; or (2) any holder of a Claim or other party-in-interest prior to the 

Effective Date.

I. Section 1125(e) Good Faith Compliance

Confirmation of the Plan shall act as a finding by the Bankruptcy Court that the Debtors 

have acted in “good faith” under sections 1125(e) and 1129(a)(3) of the Bankruptcy Code.

J. Further Assurances

The Debtors, all holders of Claims receiving Distributions hereunder, and all other parties 

in interest shall, from time to time, prepare, execute and deliver any agreements or documents and 

take any other actions as may be necessary or advisable to effectuate the provisions and intent of 

the Plan or the Confirmation Order.

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K. Service of Documents

Any pleading, notice or other document required by the Plan to be served on or delivered 

to the Debtors shall be sent by both email and first class, certified U.S. mail, postage prepaid as 

follows:

To the Debtors: 

VENABLE, LLP

Attn: Paul J. Battista, Esq.

Attn: Mariaelena Gayo-Guitian, Esq.

100 SE 2nd Street, 44th Floor

Miami, FL 33131

Telephone: (305) 349-2300

Email: pjbattista@venable.com

Email: mguitian@venable.com

 L. Filing of Additional Documents.

On or before the Effective Date, the Debtors may file with the Bankruptcy Court all 

agreements and other documents that may be necessary or appropriate to effectuate and further 

evidence the terms and conditions hereof.

M. No Stay of Confirmation Order.

The Debtors shall request that the Bankruptcy Court waive stay of enforcement of the 

Confirmation Order otherwise applicable, including pursuant to Federal Rules of Bankruptcy 

Procedure 3020(e), 6004(h) and 7062.

N. Bankruptcy Rule 9019 Request; Impact

The Plan, including the Plan Supplement or other Plan Document, may provide for one or 

more compromises or settlements. Pursuant to Bankruptcy Rule 9019, the Debtors hereby request

approval of all compromises and settlements included in the Plan, and entry of the Confirmation 

Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of any 

such compromise or settlement.

XVI. RISK FACTORS IN CONNECTION WITH THE PLAN

The holders of Claims against and Equity Interests in the Debtors should read and carefully 

consider the following risk factors, as well as the other information set forth in this Disclosure 

Statement (and the documents delivered together herewith), before deciding whether to vote to 

accept or reject the Plan. These risk factors should not, however, be regarded as constituting the 

only risks associated with the Plan and its implementation.

A. Bankruptcy Considerations.

Although the Debtors believe the Plan will satisfy all requirements necessary for 

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confirmation by the Bankruptcy Court, there can be no assurance that the Bankruptcy Court will 

confirm the Plan as proposed. Moreover, there can be no assurance that modifications of the Plan

will not be required for confirmation or that such modifications would not necessitate the resolicitation of votes.

Section 1122 of the Bankruptcy Code provides that a plan may place a claim or an equity 

interest in a particular class only if such claim or equity interest is substantially similar to the other 

claims or equity interests in such class. The Debtors believe that the classification of Claims and 

Equity Interests under the Plan complies with the requirements set forth in the Bankruptcy Code 

because each Class of Claims and Equity Interests encompass Claims or Equity Interests, as 

applicable, that are substantially similar to the other Claims and Equity Interests in each such Class. 

Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion.

The Debtors believe that the holders of Claims in Classes 1, 2 and 3 of the Plan are 

Unimpaired. As a result, Classes 1, 2 and 3 under the Plan are deemed to have accepted the Plan 

pursuant to section 1126(f) of the Bankruptcy Code. Class 4 is Impaired and entitled to vote. 

Classes 5-9 are Impaired and will not receive or retain any distribution under the Plan. 

Accordingly, Classes 5-9 are deemed to reject the Plan and not entitled to vote. As a result, the 

Debtors may be required, among other things, to either (i) seek confirmation of the Plan under 

section 1129(b), (ii) modify the Plan, or (iii) withdraw the Plan.

B. No Duty to Update Disclosures.

The Debtors have no duty to update the information contained in this Disclosure Statement 

as of the date hereof, unless otherwise specified herein, or unless the Debtors are required to do so 

pursuant to an order of the Bankruptcy Court. Delivery of the Disclosure Statement after the date 

hereof does not imply that the information contained herein has remained unchanged.

C. Representations outside this Disclosure Statement.

This Disclosure Statement contains representations concerning or related to the Debtors 

and the Plan. Please be advised that any representations or inducements outside this Disclosure 

Statement and any related documents which are intended to secure your acceptance or rejection of 

the Plan should not be relied upon by holders of Claims that are entitled to vote to accept or reject 

the applicable Plan.

D. No Admission.

The information and representations contained herein shall not be construed to constitute 

an admission of, or be deemed evidence of, any legal effect of the Plan on the Debtors or holders 

of Claims and Equity Interests.

E. Tax and Other Related Considerations.

A discussion of potential tax consequences of the Plan is provided in Article XIX hereof; 

however, the content of this Disclosure Statement is not intended and should not be construed as 

tax, legal, business or other professional advice. Holders of Claims and/or Equity Interests should 

seek advice from its own independent tax, legal or other professional advisors based on its own 

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individual circumstances.

XVII. PLAN CONFIRMATION AND CONSUMMATION

A. The Confirmation Hearing. 

Bankruptcy Code section 1128(a) requiresthe Bankruptcy Court, after appropriate notice, 

to hold a hearing on confirmation of a plan (the “Confirmation Hearing”). Notice of the 

Confirmation Hearing through the Disclosure Statement Order (the “Confirmation Hearing 

Notice”) will be provided to all known Creditors or their representatives. The Confirmation

Hearing may be adjourned from time to time by the Bankruptcy Court without further notice except 

for an announcement of the adjourned date made at the Confirmation Hearing or any subsequent 

adjourned Confirmation Hearing.

Pursuant to Bankruptcy Code section 1128(b), any party in interest may object to 

confirmation of a plan of reorganization. Any objection to confirmation of the Plan must be in 

writing, must conform to the Bankruptcy Rules, must set forth the name of the objector, the nature 

and amount of Claims or Equity Interests held or asserted by the objector against the Debtors, the 

basis for the objection and the specific grounds of the objection, and must be filed with the 

Bankruptcy Court, together with proof of service thereof, and served upon: (i) the Debtors counsel, 

Venable, LLP., 100 S.E. Second Street, 44th Floor, Miami, Florida 33131 (Attn: Paul J. Battista, 

Esq., pjbattista@venable.com and Mariaelena Gayo-Guitian, Esq mguitian@venable.com) (ii) 

such other parties as the Bankruptcy Court may order, so as to be actually received no later than 

the date and time designated in the Confirmation Hearing Notice.

Bankruptcy Rule 9014 governs objections to confirmation of the Plan. UNLESS AN 

OBJECTION TO CONFIRMATION OF THE PLAN IS TIMELY SERVED UPON THE 

PARTIES LISTED ABOVE AND FILED WITH THE BANKRUPTCY COURT, IT MAY 

NOT BE CONSIDERED BY THE BANKRUPTCY COURT IN DETERMINING 

CONFIRMATION OF THE PLAN. 

B. Plan Confirmation Requirements under the Bankruptcy Code.

In order for the Plan to be confirmed, the Bankruptcy Code requires that the Bankruptcy 

Court determine that the Plan complies with the technical requirements of chapter 11 of the 

Bankruptcy Code and that the disclosures concerning the Plan have been adequate and have 

included information concerning all payments made or promised in connection with the Plan and 

these Chapter 11 Cases. The Bankruptcy Code also requires that: (1) the Plan be accepted by the 

requisite votes of Creditors except to the extent that confirmation despite dissent is available under 

Bankruptcy Code section 1129(b); (2) the Plan is feasible (that is, there is a reasonable probability 

that the Debtor will be able to perform its obligations under the Plan without needing further 

financial reorganization not contemplated by the Plan); and (3) the Plan is in the “best interests” 

of all Creditors in these Chapter 11 Cases (that is, Creditors will receive at least as much under the

Plan as they would receive in a hypothetical liquidation case under chapter 7 of the Bankruptcy 

Code). To confirm the Plan, the Bankruptcy Court must find that all of the above conditions are 

met, unless the applicable provisions of Bankruptcy Code section 1129(b) are employed to confirm 

the Plan, subject to satisfying certain conditions, over the dissent or deemed rejections of Classes 

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of Claims.

(i) Best Interests of Creditors. 

The Bankruptcy Code requires that, with respect to an impaired class of claims or interests, 

each holder of an impaired claim or interest in such class either (i) accepts the plan or (ii) receives 

or retains under the plan property of a value, as of the effective date of the plan, that is not less 

than the amount (value) such holder would receive or retain if the debtors were liquidated under 

chapter 7 of the Bankruptcy Code on the Effective Date.

Based upon the attached Liquidation Analysis, the Debtors believe that liquidation under 

chapter 7 would result in a substantially smaller distributions, if any, being made to Creditors than 

those provided for in the Plan because of (a) additional administrative expenses attendant to the 

appointment of a trustee and the trustee’s employment of attorneys and other professionals, and 

(b) additional expenses and Claims, some of which would be entitled to priority, which would be 

generated during the chapter 7 liquidation. In the opinion of the Debtors, the recoveries projected 

to be available in a chapter 7 liquidation are not likely to afford the holders of Priority Claims and 

Administrative Claims as great a realization potential as afforded to them under the Plan. 

Accordingly, the Debtors believe that in a chapter 7 liquidation, holders of Claims would 

receive less than such holders would receive under the Plan. There can be no assurance, however, 

as to values that would actually be realized in a chapter 7 liquidation, nor can there be any 

assurance that a Bankruptcy Court would accept the Debtors’ conclusions or concur with such 

assumptions in making its determinations under section 1129(a)(7) of the Bankruptcy Code.

(ii) Acceptance by Impaired Classes.

The Bankruptcy Code requires, as a condition to confirmation that, except as described 

below, each class of claims or equity interests that is impaired under the plan accept the plan. A 

class that is not “impaired” under a plan is deemed to have accepted the plan and, therefore, 

solicitation of acceptances with respect to such class is not required. 

Section 1126(c) of the Bankruptcy Code defines acceptance of a plan by a class of impaired 

claims as acceptance by holders of at least two-thirds (2/3) in dollar amount and more than onehalf (1/2) in number of claims in that class, but for that purpose counts only those who actually 

vote to accept or to reject the plan. Thus, a class of claims will have voted to accept the plan only 

if two-thirds (2/3) in amount and a majority in number actually voting cast their ballots in favor of 

acceptance. A vote may be disregarded if the Bankruptcy Court determines, after notice and a 

hearing, that acceptance or rejection was not solicited or procured in good faith or in accordance 

with the provisions of the Bankruptcy Code.

Any Class of Claims that is not occupied as of the commencement of the Confirmation 

Hearing by an Allowed Claim or a Claim temporarily Allowed under Bankruptcy Rule 3018 shall 

be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for 

purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 

1129(a)(8) of the Bankruptcy Code. If no votes to accept or reject a Plan are received with respect 

to a Class whose votes have been solicited under such Plan (other than a Class that is deemed 

eliminated under the Plan), such Class shall be deemed to have voted to accept such Plan. 

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XVIII.ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN

The Debtors believe the Plan is in the best interests of its Creditors and should accordingly 

be accepted and confirmed. If a Plan as proposed, however, is not confirmed, the following three 

alternatives may be available to the Debtors: (i) a liquidation of such Debtors’ Assets pursuant to 

chapter 7 of the Bankruptcy Code; (ii) an alternative or modified plan of liquidation may be 

proposed by the Debtors and confirmed; or (iii) the Debtors’ Chapter 11 Cases may be dismissed.

A. Chapter 7 Liquidation.

If a plan pursuant to chapter 11 of the Bankruptcy Code is not confirmed by the Bankruptcy 

Court, the Debtors’ Chapter 11 Cases may be converted to a liquidation case under chapter 7 of 

the Bankruptcy Code, in which a trustee would be elected or appointed, pursuant to applicable 

provisions of chapter 7 of the Bankruptcy Code, to liquidate the Assets of the Debtors for 

distribution in accordance with the priorities established by the Bankruptcy Code. As set forth

above and in the Liquidation Analysis attached hereto as Exhibit “3”, the Debtors believe that 

such a liquidation would result in all of the Available Cash being distributed to BETM on account 

of the DIP Financing Claims, which constitute Allowed Senior Secured Claims and Allowed 

Superpriority Administrative Expense Claims, resulting in no distributions being made to any other 

Creditors in these Chapter 11 Cases. 

B. Alternative Plan Pursuant to Chapter 11 of the Bankruptcy Code.

If the Plan is not confirmed, the Debtors may propose a different plan or modify the Plan, 

which might involve an alternative means for the liquidation of the Debtors’ Assets. 

C. Dismissal of the Debtors Chapter 11 Cases. 

Dismissal of the Debtors’ Chapter 11 Cases would have the effect of restoring (or 

attempting to restore) all parties to the status quo ante. Upon dismissal of the Debtors’ Chapter 

11 Cases, the Debtors would lose the protection of the Bankruptcy Code, thereby requiring, at the 

very least, an extensive and time-consuming process of negotiation with the various creditors of 

the Debtors, and possibly resulting in costly and protracted litigation in various jurisdictions. Most 

significantly, dismissal of the Debtors’ Chapter 11 Cases will result in BETM foreclosing and 

taking control of all of the Debtors’ Assets, including the Available Case, resulting in no recovery 

for any other stakeholders. Therefore, the Debtors believe that dismissal of the Debtors’ Chapter 

11 Cases is not a preferable alternative to the Plan. 

XIX. CERTAIN FEDERAL TAX CONSEQUENCES

THE FOLLOWING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF 

CERTAIN U.S. FEDERAL TAX CONSEQUENCES OF THE PLAN AND IS NOT A 

SUBSTITUTE FOR CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. THE 

FOLLOWING DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT 

TAX ADVICE. THE TAX CONSEQUENCES ARE IN MANY CASES UNCERTAIN AND 

MAY VARY DEPENDING ON A HOLDER’S PARTICULAR CIRCUMSTANCES.

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54

ACCORDINGLY, EACH HOLDER IS STRONGLY URGED TO CONSULT ITS 

TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND 

APPLICABLE NON-U.S. INCOME AND OTHER TAX CONSEQUENCES OF THE 

PLAN.

TO COMPLY WITH INTERNAL REVENUE SERVICE CIRCULAR 230, 

TAXPAYERS ARE HEREBY NOTIFIED THAT (A) ANY DISCUSSION OF U.S. 

FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN THIS DISCLOSURE 

STATEMENT (INCLUDING ANY ATTACHMENTS) IS NOT INTENDED OR 

WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE 

PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON A TAXPAYER 

UNDER THE INTERNAL REVENUE CODE, (B) ANY SUCH DISCUSSION IS 

WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE 

TRANSACTIONS OR MATTERS ADDRESSED HEREIN, AND (C) TAXPAYERS 

SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM 

AN INDEPENDENT TAX ADVISOR.

A. General.

The following discussion summarizes certain material U.S. federal income tax 

consequences to the Debtors and holders entitled to vote on the Plan. This discussion is based on 

current provisions of the Internal Revenue Code of 1986, as amended (the “IRC”), applicable 

Treasury Regulations, judicial authority and current administrative rulings and pronouncements of 

the Internal Revenue Service (the “Service”). There can be no assurance that the Service will not 

take a contrary view, no ruling from the Service has been or will be sought nor will any counsel 

provide a legal opinion as to any of the expected tax consequences set forth below.

Legislative, judicial or administrative changes or interpretations may be forthcoming that 

could alter or modify the statements and conclusions set forth herein. Any such changes or 

interpretations may or may not be retroactive and could affect the tax consequences to holders of 

Claims or the Debtors. It cannot be predicted at this time whether any tax legislation will be 

enacted or, if enacted, whether any tax law changes contained therein would affect the tax 

consequences described herein.

The following summary is for general information only. The tax treatment of a holder may 

vary depending upon such holder’s particular situation. This summary does not address all of the 

tax consequences that may be relevant to a holder, including any alternative minimum tax 

consequences and does not address the tax consequences to a holder that has made an agreement 

to resolve its claim in a manner not explicitly provided for in the Plan. This summary also does 

not address the U.S. federal income tax consequences to persons not entitled to vote on the Plan

or holders subject to special treatment under the U.S. federal income tax laws, such as brokers or 

dealers in securities or currencies, certain securities traders, tax-exempt entities, financial 

institutions, insurance companies, foreign persons, partnerships and other pass-through entities, 

holders that have a “functional currency” other than the United States dollar and holders that have 

acquired Claims in connection with the performance of services. The following summary assumes 

that the Claims are held by holders as “capital assets” within the meaning of Section 1221 of the 

IRC and that all Claims denominated as indebtedness are properly treated as debt for U.S. federal 

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55

income tax purposes.

The tax treatment of holders and the character, amount and timing of income, gain or loss 

recognized as a consequence of the Plan and the distributions provided for by the Plan may vary, 

depending upon, among other things: (i) whether the Claim (or portion thereof) constitutes a Claim 

for principal or interest; (ii) the type of consideration received by the holder in exchange for the 

Claim and whether the holder receives Distributions under the Plan in more than one taxable year; 

(iii) whether the holder is a citizen or resident of the United States for tax purposes, is otherwise 

subject to U.S. federal income tax on a net basis, or falls into any special class of taxpayers, such 

as those that are excluded from this discussion as noted above; (iv) the manner in which the holder 

acquired the Claim; (v) the length of time that the Claim has been held; (vi) whether the Claim 

was acquired at a discount; (vii) whether the holder has taken a bad debt deduction with respect to 

the Claim (or any portion thereof) in the current or prior years; (viii) whether the holder has 

previously included in income accrued but unpaid interest with respect to the Claim; (ix) the 

method of tax accounting of the holder; (x) whether the Claim is an installment obligation for U.S. 

federal income tax purposes; and (xi) whether the “market discount” rules are applicable to the 

holder. Therefore, each holder should consult its tax advisor for information that may be relevant 

to its particular situation and circumstances, and the particular tax consequences to such holder of 

the transactions contemplated by the Plan. 

XX. RECOMMENDATION AND CONCLUSION

Based on the current circumstances of theseChapter 11 Cases, the Debtors believe that the 

Plan is in the best interests of the Estates, all Creditors and other interested parties and urge the 

holders of Impaired Claims entitled to vote to accept the Plan and to evidence such acceptance by 

properly voting and timely returning their ballots.

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56

Dated: As of April 14, 2023. 

 Liberty Power Holdings, LLC

By: /s/ Bob Butler

Name: Bob Butler 

Title: Chief Restructuring Officer 

LPT, LLC

By: /s/ Bob Butler

Name: Bob Butler 

Title: Chief Restructuring Officer 

Liberty Power Maryland, LLC

By: /s/ Bob Butler

Name: Bob Butler 

Title: Chief Restructuring Officer 

Liberty Power District of Columbia, LLC

By: /s/ Bob Butler

Name: Bob Butler 

Title: Chief Restructuring Officer 

VENABLE, LLP. 

Attorneys for the Debtors

100 S.E. Second Street,

44th Floor 

Miami, FL 33131

Telephone: (305) 349-2300

 By: /s/ Paul J. Battista

PaulJ.Battista,Esq. 

Fla. Bar No. 884162

Email: pjbattista@venable.com

Mariaelena Gayo-Guitian, Esq.

Fla. Bar No. 0813818

Email: mguitian@venable.com

Heather L. Harmon, Esq.

Fla. Bar No. 013192

Email: hlharmon@venable.com

 

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57

EXHIBIT “1”

JOINT PLAN OF LIQUIDATION

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UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

FORT LAUDERDALE DIVISION 

www.flsb.uscourts.gov

In re: Chapter 11 Cases 

LIBERTY POWER HOLDINGS, LLC, Case No. 21-13797-SMG 

LPT, LLC, Case No. 21-15537-SMG 

LIBERTY POWER MARYLAND, LLC, Case No. 21-15539-SMG 

LIBERTY POWER DISTRICT OF COLUMBIA, LLC Case No. 21-15540-SMG 

Debtors. (Jointly administered 21-13797-SMG) 

/ 

JOINT CHAPTER 11 PLAN OF LIQUIDATION PROPOSED BY 

LIBERTY POWER HOLDINGS, LLC, LPT, LLC, LIBERTY POWER 

MARYLAND, LLC AND LIBERTY POWER DISTRICT OF COLUMBIA, LLC

VENABLE, LLP

Paul J. Battista, Esq. 

Florida Bar No. 884162 

Mariaelena Gayo-Guitian, Esq. 

Florida Bar No. 813818 

Heather L. Harmon, Esq. 

Florida Bar No. 013192 

100 SE 2nd Street, 44th Floor 

Miami, FL 33131 

Telephone: (305) 349-2300 

Facsimile: (305) 349-2310 

Counsel for the Debtors

Dated: April 14, 2023 

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TABLE OF CONTENTS

INTRODUCTION ......................................................................................................................... 1 

ARTICLE I. DEFINITIONS AND RULES OF INTERPRETATION ................................ 2 

A. Definitions.............................................................................................................. 2 

B. Rules of Interpretation ......................................................................................... 16 

C. Exhibits ................................................................................................................ 17

D Computation of Time ........................................................................................... 17 

E Governing Law .................................................................................................... 17 

ARTICLE II. ADMINISTRATIVE CLAIMS, PROFESSIONAL FEE CLAIMS, 

PRIORITY TAX CLAIMS, STATUTORY FEES AND BETM DIP 

FINANCING CLAIMS ................................................................................. 17 

A. Administrative Claims ......................................................................................... 17 

B. Professional Fee Claims ....................................................................................... 18 

C. Priority Tax Claims .............................................................................................. 18 

D. Statutory Fees....................................................................................................... 19 

E. BETM’s DIP Financing Claims ........................................................................... 19 

ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY 

INTERESTS ................................................................................................. 19 

A. Summary of Classification ................................................................................... 19 

B. Class Categories ................................................................................................... 20 

ARTICLE IV TREATMENT OF CLAIMS AND EQUITY INTERESTS .......................... 21 

 A. Treatment of Claims and Equity Interests ............................................................ 21 

 1. Class 1 – Allowed Other Priority Claims ....................................................... 21 

 2. Class 2 – Allowed Secured Claim of The Hanover Insurance Company ....... 22 

 3. Class 3 – Allowed Secured Claim of Eckert Seamans Cherin and Mellot, LLC 

(Eckert Seamans) ................................................................................................. 22 

 4. Class 4 – Allowed Prepetition Secured Claim of BETM ............................... 23 

 5. Class 5 – Allowed Secured Claim of Shell Energy North America (US), L.P. 

(Shell Energy) ...................................................................................................... 23 

 6. Class 6 – Allowed Secured Claim of the Mezzanine Lender(s) ..................... 23 

 7. Class 7 – Allowed General Unsecured Claims ............................................... 24 

 8. Class 8 – Allowed Subordinated Unsecured Claim of the Office of the Illinois 

Attorney General (Holdings only) ....................................................................... 25 

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 9. Class 9 – Allowed Equity Interests ................................................................. 25 

ARTICLE V. ACCEPTANCE, REJECTION, AMENDMENT AND REVOCATION OR 

WITHDRAWAL OF THE PLAN ................................................................. 25 

A. Classes Entitled to Vote ....................................................................................... 25 

B. Acceptance by Class of Claims and Equity Interests ........................................... 26 

C. Nonconsensual Confirmation............................................................................... 26 

D. Revocation or Withdrawal; No Admissions ........................................................ 26 

E. Amendment of Plan and/or the Plan Documents ................................................. 27 

F. Special Provision Governing Unimpaired Claims ............................................... 27 

ARTICLE VI. MEANS FOR IMPLEMENTATION OF THE PLAN .................................. 27 

A. Joint Chapter 11 Plan and Vesting of Property .................................................... 27 

B. Source of Funding for Plan Distributions ........................................................... 27 

C. The BETM Plan Settlement Pursuant to Bankruptcy Rule 9019 ......................... 27 

D. Distributions ......................................................................................................... 30 

E. Liquidation and Dissolution of Debtors ............................................................... 30 

F. Preservation and Abandonment of Records ......................................................... 30 

G. Deadline for Filing Application for Professional Fee Claims ............................. 30 

H. Disallowance of Claims Without Further Order of the Court .............................. 30 

I. Post-Effective Date Report and Fees ................................................................... 31 

K. Preservation of Causes of Action ......................................................................... 31 

L Section 1146 Exemption from Certain Taxes and Fees ....................................... 32 

M. Closing of the Chapter 11 Cases .......................................................................... 32 

ARTICLE VII. PROVISIONS GOVERNING DISTRIBUTIONS ........................................ 32 

A. Manner of Cash Payments Under the Plan .......................................................... 32 

B. Delivery of Distributions ..................................................................................... 33 

C. Undeliverable and Unclaimed Distributions ........................................................ 33 

D. Compliance with Tax Requirements ................................................................... 33 

E. No Payments of Fractional Dollars ...................................................................... 34 

F. Interest on Claims ................................................................................................ 34 

G. No Distribution in Excess of Allowed Amount of Claim .................................... 34 

H. Setoffs and Recoupment ...................................................................................... 34 

I. De Minimis Distributions .................................................................................... 35 

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J. Distributions in Satisfaction; Allocation .............................................................. 35 

K. No Distribution on Late-Filed Claims ................................................................. 35 

ARTICLE VIII. DISPUTED CLAIMS .................................................................................... 35 

A. Resolution of Disputed Claims ............................................................................ 35 

B. Objection Deadline .............................................................................................. 35 

C. Estimation of Claims............................................................................................ 36 

D. No Distributions Pending Allowance; Disputed Claims Reserve........................ 36 

ARTICLE IX. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED 

LEASES ......................................................................................................... 36 

A. General Provisions ............................................................................................... 36 

B. Notice of Deemed Rejection ................................................................................ 37 

ARTICLE X. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE ...................... 37 

A. Conditions Precedent to the Effective Date ......................................................... 36 

B. Waiver of Conditions Precedent .......................................................................... 37 

ARTICLE XI EFFECT OF CONFIRMATION; INJUNCTION, EXCULPATION AND 

RELATED PROVISIONS ............................................................................. 38 

A. Settlement, Compromise, and Release of Claims and Equity Interests ............... 38 

B. Plan Injunction ..................................................................................................... 38 

C. All Distributions Received in Full and Final Satisfaction ................................... 38 

D. No Discharge of Debtors ..................................................................................... 39 

E. No Modification of Res Judicata Effect ............................................................... 39 

F. Exculpation .......................................................................................................... 39 

G. Limitations on Exculpation .................................................................................. 39 

ARTICLE XII. RETENTION OF JURISDICTION BY BANKRUPTCY COURT .............. 40 

ARTICLE XIII. MISCELLANEOUS PROVISIONS .............................................................. 41 

A. Modification of Plan ............................................................................................ 41 

B. Revocation of Plan ............................................................................................... 41 

C. Binding Effect ...................................................................................................... 41 

D. Successors and Assigns ........................................................................................ 42 

E. Governing Law .................................................................................................... 42 

F. Severability .......................................................................................................... 42 

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G. Regulatory Approval ............................................................................................ 42 

H. Reservation of Rights ........................................................................................... 42 

I. Section 1125(E) Good Faith Compliance ............................................................ 42 

J. Further Assurance ................................................................................................ 42 

K. Service of Documents .......................................................................................... 43 

L. Filing of Additional Documents .......................................................................... 43 

M. No Stay of Confirmation Order ........................................................................... 43 

N. Bankruptcy Rule 9019 Request; Impact .............................................................. 43 

ARTICLE XIV CONCLUSION .............................................................................................. 43 

 

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INTRODUCTION 

LIBERTY POWER HOLDINGS, LLC (“Holdings”), LPT, LLC (“LPT”), LIBERTY 

POWER MARYLAND, LLC (“Liberty MD”) and LIBERTY POWER DISTRICT OF 

COLUMBIA, LLC (“Liberty DC”) (collectively, the “Debtors”), as debtors-in-possession in the 

above-captioned cases, hereby propose this Joint Chapter 11 Plan of Liquidation under 

Bankruptcy Code section 1121 (including all Plan Documents and other attachments hereto, as 

any of the same may be amended from time to time, all of which are incorporated herein by 

reference and are a part of, the “Plan”), pursuant to the provisions of chapter 11 of the Bankruptcy 

Code (as defined in Article I herein) (the “Defined Terms”). 

Although proposed jointly for administrative purposes, the Plan shall apply as a separate 

Plan for each of the Debtors and the classification of Claims and Equity Interests set forth herein 

shall apply separately to each of the Debtors. The Debtors’ bankruptcy Estates have not been 

substantively consolidated. 

In summary, and subject to the more specific details provided herein, the Plan provides for 

(i) the Distribution of the Available Cash generated from the liquidation of the Debtors’ Assets 

during the Chapter 11 Cases and the settlement of certain Causes of Action, including pursuant to 

the D&O Settlement Agreement and the Kaufman Settlement Agreement, and/or (ii) a reserve of 

a portion of the Available Cash for the prosecution of certain Causes of Action pursuant to the 

BETM Plan Settlement, all pursuant to the priorities mandated by the Bankruptcy Code as outlined 

in the Liquidation Analysis attached as Exhibit 3 to the Disclosure Statement. 

For a discussion of the Debtors’ history, business, operations, assets and liabilities, for a 

summary and analysis of the Plan, settlement and preservation of Causes of Actions, liquidation 

analysis, tax implications and alternatives to the Plan, reference should be made to the Joint 

Disclosure Statement for Joint Chapter 11 Plan of Reorganization, dated as of April 14, 2023, as 

such disclosure statement may be amended, modified or supplemented (the “Disclosure 

Statement”). 

THE ONLY CLASS OF CLAIMS OR EQUITY INTERESTS ENTITLED TO VOTE 

ON THE PLAN IS THE CLASS 4 ALLOWED SECURED CLAIM OF BOSTON ENERGY 

TRADING AND MARKETING, LLC. ALL OTHER CLASSES OF CLAIMS AND 

EQUITY INTERESTS UNDER THE PLAN ARE EITHER UNIMPAIRED AND 

THEREFORE ARE CONCLUSIVELY PRESUMED TO HAVE VOTED TO ACCEPT 

THE PLAN UNDER SECTION 1126(F) OF THE BANKRUPTCY CODE, OR WILL NOT 

RECEIVE OR RETAIN ANY PROPERTY UNDER THE PLAN ON ACCOUNT OF SUCH 

CLAIMS OR EQUITY INTERESTS, AND THEREFORE ARE DEEMED TO HAVE 

REJECTED THE PLAN UNDER SECTION 1126(G) OF THE BANKRUPTCY CODE. 

FOR AVOIDANCE OF DOUBT, THE DEBTORS DO NOT INTEND TO SOLICIT VOTES 

FROM ANY CLASS OF CLAIMS OR EQUITY INTERESTS OTHER THAN FROM 

BOSTON ENERGY TRADING AND MARKETING, LLC ON ITS CLASS 4 ALLOWED 

SECURED CLAIM. 

SUBJECT TO CERTAIN RESTRICTIONS AND REQUIREMENTS SET FORTH 

IN SECTION 1127 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3018 AND IN 

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THIS PLAN, THE DEBTORS RESERVE THE RIGHT TO ALTER, AMEND, MODIFY, 

REVOKE OR WITHDRAW THE PLAN PRIOR TO ITS SUBSTANTIAL 

CONSUMMATION. 

ARTICLE I 

DEFINITIONS AND RULES OF INTERPRETATION 

A. Definitions 

The following terms, when used in this Plan, or any subsequent amendments or 

modifications thereof, have the respective meanings hereinafter set forth and shall be equally 

applicable to the singular and plural of terms defined. 

1. “Adequate Protection Order” shall mean the Order Granting Debtors’ Motion for 

Entry of Order Approving Stipulation With Boston Energy Trading and Marketing, LLC (I) 

Authorizing Continued Use of Cash Collateral, (II) Establishing Adequate Protection Obligation, 

and (III) Granting Adequate Protection In Connection Therewith and Related Relief entered by 

the Bankruptcy Court on October 18, 2022 [ECF No. 801] granting, among other relief, approval 

of the Cash Collateral Stipulation. 

2. “Administrative Claim” means a Claim, other than the DIP Financing Claim or a 

Professional Fee Claim, filed against one of more of the Debtors’ Estates prior to the applicable 

Administrative Claims Bar Date and allowed by order of the Bankruptcy Court, and entitled to 

priority under Bankruptcy Code section 503(b), 507(a)(2), or 507(b), including, without limitation: 

(i) the actual and necessary costs and expenses incurred after the Petition Date of preserving any 

Debtor’s Estate and of operating the business of any Debtor; and (ii) any payment to be made 

under this Plan to cure a default on an executory contract or unexpired lease that is assumed 

pursuant to Section 365 of the Bankruptcy Code. Any fees or charges assessed against the Debtors’ 

Estates under section 1930 of chapter 123 of title 28 of the United States Code are excluded from 

the definition of Administrative Claim and shall be paid in accordance with Article II.D of this 

Plan. Professional Fee Claims are excluded from the definition of Administrative Claim and shall 

be paid in accordance with Article II.B of this Plan. Notwithstanding anything to the contrary 

herein, the filing of an Administrative Claim shall not be required in order to receive payment for 

any tax liability described in sections 503(b)(1)(B) and (C) in accordance with section 

503(b)(1)(D) of the Bankruptcy Code. 

 

3. “Administrative Claims Bar Date” shall mean the First Administrative Claims Bar 

Date and the Second Administrative Claims Bar Date, which are the dates established by Final 

Order of the Bankruptcy Court as the last date to request payment of Administrative Claims, other 

than with respect to (a) Claims of Professionals or other Persons requesting compensation or 

reimbursement of expenses pursuant to Sections 327, 328, 330, 331, 503(b) or 1103 of the 

Bankruptcy Code for services rendered on or before the Effective Date (including any 

compensation requested by any professional or any other Person for making a substantial 

contribution in the Chapter 11 Case), and (b) liabilities incurred by any Debtor other than in the 

ordinary course of business after the Administrative Claims Bar Date but before the Effective Date. 

 

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4. “Affiliate” has the meaning assigned to such term in Bankruptcy Code section 

101(2). 

 

5. “Agreed Senior Claims” shall have the meaning set forth in Article II(E) below. 

 

6. “Allowed” means, with respect to a Claim against or Equity Interest in the Debtors, 

(i) proof of which was originally filed within the applicable period of limitation fixed by the 

Bankruptcy Court in accordance with Rule 3003(c)(3) of the Bankruptcy Rules and any Final 

Order, (ii) if no Proof of Claim or Equity Interest has been timely filed, which has been or hereafter 

is listed by the Debtors in their Schedules as liquidated in an amount and not Disputed or 

contingent, as to which no objection to the allowance thereof has been interposed within the 

applicable period of limitation fixed by this Plan, the Bankruptcy Code, the Bankruptcy Rules, a 

Final Order, or Order of the Bankruptcy Court, but only to the extent applicable, or as to which an 

objection has been interposed and such Claim or Equity Interest has been allowed in whole or in 

part by a Final Order, or (iii) a Claim or Equity Interest that is allowed by Final Order; provided, 

however, that (a) Claims allowed solely for the purpose of voting to accept or reject the Plan 

pursuant to an order of the Bankruptcy Court shall not be considered “Allowed Claims” hereunder 

unless otherwise specified herein or by order of the Bankruptcy Court, (b) “Allowed Claim” does 

not include interest, penalties, or late charges arising from or relating to the period from and after 

the Petition Date, and (c) “Allowed Claim” does not include any Claim subject to disallowance 

under Bankruptcy Code section 502(d). 

 

7. “Assets” means all property of the Estates, including, without limitation, all 

property and other interests identified in Bankruptcy Code section 541(a) wherever located and 

whether acquired prior to or after the Petition Date, including Cash, furniture, fixtures, equipment, 

contracts, intellectual property, Causes of Action, together with the proceeds and products, 

replacements, and accessions thereof, including, without limitation, the post-petition Collateral. 

 

8. “Asset Purchase Agreement” shall mean that certain Asset Purchase Agreement 

dated August 20, 2021, between the Debtors and NRG Energy, Inc., a fully executed copy of which 

is attached to Debtors’ Expedited Motion (I) To Approve Designation of Stalking Horse Bidder, 

(II) To Approve Asset Purchase Agreement and Related Bid Procedures, And (IV) For Related 

Relief [ECF No. 324] for the purchase and sale of the Debtors’ book of business, namely all of 

the Debtor’s residential customer contracts and a portion of the Debtors’ commercial customer 

contracts. 

 

9. “Assignment Case” means the Assignment for the Benefit of Creditors of Liberty 

Power Corp., LLC Case No. CACE-21-010056 pending in the Seventeenth Judicial Circuit, In and 

For Broward County, Florida. 

 

10. “Assignee” refers to Philip J. Von Kahle, as Assignee in the Assignment Case. 

 

11. “Available Cash” means the sum of (i) Cash on hand as of the Effective Date, 

including, without limitation, Cash in the Debtors’ bank accounts, the Professional Fee Escrow, 

and the retainers of Professionals, and (ii) proceeds from any prosecution and/or settlement of 

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Causes of Action, including pursuant to the D&O Settlement Agreement and the Kaufman 

Settlement Agreement. 

 

12. “Avoidance Actions” means any Cause of Action to avoid or recover a transfer of 

property or an obligation incurred by the Debtors and any recovery, subordination, or other 

remedies that may be brought by or on behalf of any Debtor and its respective Estate under the 

Bankruptcy Code or applicable non-bankruptcy law, including under sections 502, 542, 544, 545, 

547, 548, 549, 550, 551, 553(b) and 724(a) of the Bankruptcy Code. 

 

13. “Ballot” means the form distributed to the holder of an impaired Claim on which it 

is to be indicated whether such holder accepts or rejects the Plan. 

 

14. “Bankruptcy Code” means Articles 101 et seq. of title 11 of the United States Code, 

and applicable portions of titles 18 and 28 of the United States Code. 

 

15. “Bankruptcy Court” or “Court” means the United States Bankruptcy Court for the 

Southern District of Florida, Ft. Lauderdale Division. 

 

16. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure, 

promulgated under 28 U.S.C. § 2075, the Local Rules of the Bankruptcy Court, and general orders 

and chambers procedures of the Bankruptcy Court, each as applicable to the Chapter 11 Cases and 

as amended from time to time. 

 

17. “Bar Date” means as applicable (i) for Holdings, June 29, 2021, which was the date 

established by the Bankruptcy Court in that certain Notice of Chapter 11 Bankruptcy Case filed in 

the Holdings Chapter 11 Case as the deadline to file proofs of Claim or, with respect to 

Governmental Units, October 18, 2021, and (ii) for each Subsidiary Debtor, August 13, 2021, 

which was the date established by the Bankruptcy Court in that certain Notice of Chapter 11 

Bankruptcy Case filed in the Chapter 11 Case for each Subsidiary Debtor as the deadline to file 

proofs of Claim or, with respect to Governmental Units, December 1, 2021. 

 

18. “BETM” means Boston Energy Trading and Marketing LLC. 

 

19. “BETM Adequate Protection Obligation” shall mean an amount equal to 

$11,515,000, which is the superpriority administrative expense claim granted to BETM pursuant 

to the Adequate Protection Order. 

 

20. “BETM Adequate Protection Superpriority Administrative Claim” shall mean that 

certain superpriority administrative claim granted to BETM under section 507(b) of the 

Bankruptcy Code with respect to the BETM Adequate Protection Obligation pursuant to the Cash 

Collateral Stipulation. 

 

21. “BETM Replacement Liens” shall mean those certain replacement Liens granted to 

BETM pursuant to the Adequate Protection Order to secure repayment of the BETM Adequate 

Protection Obligation. 

 

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22. “BETM Superpriority Administrative Claims” shall mean, in order of priority, 

BETM’s allowed superpriorty administrative expense claim on account of: (i) the DIP Financing 

Claims, and (ii) the BETM Adequate Protection Obligation. 

 

23. “BETM Plan Settlement” means that certain settlement and compromise between 

the Debtors and BETM that provides for Distributions to holders of Allowed Administrative and 

Priority Tax Claims and/or the reserve for the prosecution of Causes of Action, all pursuant to the 

terms and conditions set forth in Article VI.C below. 

24. “Bid Procedures Motion” shall mean that certain Debtor’s Expedited Motion for 

Entry of an Order (1) Approving Competitive Bidding Procedures for the Sale Of Substantially All 

of the Debtor’s Assets, (2) Scheduling Dates To Conduct Auction and Sale Hearing, (3) Approving 

the Form and Manner of Notices, (4) Approving The Sale of Substantially All of the Debtors’ 

Assets Free and Clear of All Liens, Claims, Encumbrances and Interests, (5) Approving 

Assumption and Assignment Procedures for Executory Contracts, and (6) Granting Related Relief

[ECF No. 98] as supplemented by the Debtors’ Expedited Motion for Entry of A Supplemental 

Order (I) Approving the Sale of Assets of the Subsidiary Debtors Through The Court ‘s Bid 

Procedures Order, (II) Approving Revised Form of Notices, (III) Authorizing Notice of Sale By 

Email and Publication, and (IV) Granting Related Relief [ECF No. 98] seeking an order of the 

Bankruptcy Court approving, among other things, (i) certain bidding procedures for the solicitation 

of higher and/or better offers for the sale of certain executory contracts and unexpired leases, 

including the Debtors’ contracts with its retail customers and a hearing on the approval of the sale 

thereof, (ii) certain bid protections to the Buyer, and (iii) authorizing the sale of the Contracts free 

and clear of all liens, claims, encumbrances and interests under sections 363 and 365 of the 

Bankruptcy Code to the highest and/or best bidder therefor. 

 

25. “Bid Procedures Order” means that certain Order Granting Debtor’s Expedited 

Motion for Entry of an Order (1) Approving Competitive Bidding Procedures for the Sale Of 

Substantially All of the Debtor’s Assets, (2) Scheduling Dates To Conduct Auction and Sale 

Hearing, (3) Approving the Form and Manner of Notices, (4) Approving The Sale of Substantially 

All of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances and Interests, (5) 

Approving Assumption and Assignment Procedures for Executory Contracts, and (6) Granting 

Related Relief [ECF No. 156] entered by the Bankruptcy Court on May 28, 2021 (i) establishing 

bidding procedures for the solicitation of higher and/or better offers for the sale of the Contracts, 

including setting an auction, if applicable, and a hearing on the approval of the sale thereof and 

(ii) approving certain bid protections to the Buyer. 

 

26. “Business Day” means any day other than a Saturday, Sunday, or a “legal holiday,” 

as such term is defined in Bankruptcy Rule 9006(a). 

 

27. “Buyer” means NRG Energy, Inc., the buyer of substantially all of the Debtors’ 

Assets. 

 

28. “Cash” means cash and cash equivalents in certified or immediately available U.S. 

funds, including but not limited to bank deposits, checks and similar items. 

 

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29. “Cash Collateral” shall have the meaning set forth in Section 363(a) of the 

Bankruptcy Code, which is subject of a Lien securing, in order of priority: (i) the DIP Financing 

Claims, (ii) the BETM Adequate Protection Obligation, and (iii) the Allowed Class 4 Secured 

Claim of BETM. 

 

30. “Cash Collateral Stipulation” means that certain Stipulation for Order (I) 

Authorizing Continued Use of Cash Collateral, And (II) Granting Adequate Protection and 

Related Relief dated September 27, 2022 by and between the Debtors and BETM [ECF No. 792]. 

 

31. “Causes of Action” means any and all claims, actions, choses in action, causes of 

action, suits, debts, dues, sums of money, accounts, rights to payment, reckonings, bonds, bills, 

specialties, controversies, variances, trespasses, damages, judgments, third-party claims, 

counterclaims and cross claims (including, but not limited to, any Avoidance Actions) whether 

known or unknown, fixed, contingent, matured, unmatured, disputed, undisputed, secured or 

unsecured and whether assertible directly or derivatively in law, equity, or otherwise, that are or 

may be pending on the Effective Date or instituted after the Effective Date against any Person 

based on law or equity, including, but not limited to, under the Bankruptcy Code, whether direct, 

indirect, derivative, or otherwise and whether asserted or unasserted, known or unknown, and 

including, without limitation, those which are: (i) property of the bankruptcy Estates under and 

pursuant to section 541 of the Bankruptcy Code; (ii) for professional malpractice, breach of 

fiduciary duty, and/or negligent supervision or retention against any and all pre-petition 

professionals, including without limitation, law firms and lawyers, that represented or provided 

legal services to the Debtors or any of them, (iii) subrogation and contribution; (iv) for turnover; 

(v) for avoidable transfers and preferences under and pursuant to sections 542 through 550 and 

553 of the Bankruptcy Code and applicable state law; (vi) for surcharge under section 506(c) of 

the Bankruptcy Code; (vii) for subordination under section 510 of the Bankruptcy Code; (viii) 

related to federal or state securities laws; (ix) direct or derivative claims or causes of action of any 

type or kind; (x) for collection on accounts, accounts receivables, loans, notes receivables or other 

rights to payment; (xi) for the right to seek a determination by the Bankruptcy Court of any tax, 

fine or penalty relating to a tax, or any addition to a tax, under section 505 of the Bankruptcy Code; 

(xii) which arise under or as a result of any section of the Bankruptcy Code; (xiii) for common law 

torts or aiding and abetting common law torts, including aiding and abetting breach of fiduciary 

duty; (xiv) which arise under or as a result of any section of the Bankruptcy Code, including 

Section 362; (xv) for lender liability against any lender of any Debtor, including but not limited to 

claims for exerting excessive or unreasonable control over the Debtor, for, charging, taking, 

reserving, collecting or receiving interest in excess of the highest lawful rate, for any breach of 

fiduciary duty, breach of any duty of fair dealing, breach of confidence, or any cause of action or 

defense based on negligence, for any “lender liability” theories, breach of funding commitment, 

undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, 

violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or negligent 

infliction of mental distress, tortious interference with contractual relations, tortious interference 

with corporate governance or prospective business advantage, breach of contract, fraud, mistake, 

deceptive trade practices, libel, slander, conspiracy, fraudulent conveyance, or any claim for 

wrongfully taking any action in connection with the foregoing, (xvi) any rights of setoff, 

recoupment, contribution, reimbursement, subrogation or indemnity (as those terms are defined by 

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the non-bankruptcy law of any relevant jurisdiction), and (xvii) any other direct or indirect claim 

of any kind whatsoever, whenever and wherever arising or asserted. 

 

32. “Chapter 11 Cases” means the voluntary cases commenced under chapter 11 of the 

Bankruptcy Code by Holdings on April 20, 2021, and each of Liberty District of Columbia, Liberty 

Maryland and LPT on June 4, 2021, and jointly administered under case number 21-13797-SMG 

in the United States Bankruptcy Court for the Southern District of Florida. 

 

33. “Claim” has the meaning assigned to such term in Bankruptcy Code section 101(5). 

 

34. “Claims Agent” means Stretto, which was appointed by the Bankruptcy Court to 

receive, maintain, docket, and otherwise administer the proofs of Claim filed in the Chapter 11 

Cases. 

 

35. “Class” means a category of Claims or Equity Interests described in Article III 

herein and pursuant to section 1122(a) of the Bankruptcy Code. 

 

36. “Confirmation Date” means the date on which the Clerk of the Bankruptcy Court 

enters the Confirmation Order on the docket. 

 

37. “Confirmation Hearing” means the hearing held by the Bankruptcy Court to 

consider Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code. 

 

38. “Confirmation Order” means the order of the Bankruptcy Court (i) confirming this 

Plan pursuant to Bankruptcy Code section 1129, as the Plan may be amended by its terms and 

consistent with applicable law, and any findings of fact and conclusions of law contained in the 

Confirmation Order or a separate document entered substantially contemporaneously therewith, 

and (ii) approving the BETM Plan Settlement, in form and substance reasonably satisfactory to 

the Debtors and BETM. 

 

39. “Creditor” means any Person holding a Claim against the Debtors or, pursuant to 

Bankruptcy Code section 102(2), against property of the Debtors, that arose or is deemed to have 

arisen on or prior to the Petition Date, including, without limitation, a Claim against the Debtors 

of the kind specified in Bankruptcy Code sections 502(g), 502(h), or 502(i). 

 

40. “Customers” means any end-use residential, commercial or industrial, or 

governmental customer of electricity of the Debtors. 

 

41. “Customer Contracts” means those certain retail electricity contracts (and the 

associated accounts) between the Debtors and the Customers. 

 

42. “Debtors” means Liberty Power Holdings LLC, LPT, LLC, Liberty Power 

Maryland, LLC and Liberty Power District of Columbia, LLC as debtors-in-possession in these 

Chapter 11 Cases. 

 

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43. “Debtors in Possession” means the Debtors in their capacity as debtors in 

possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 

44. “Deficiency Claim” means that portion of any Allowed Claim held by a Secured 

Creditor that exceeds the value of the Assets securing such Allowed Claim. 

 

45. “D&O Parties” means David Hernandez and Martin Halpern. 

 

46. “D&O Settlement Agreement” means that certain Global Settlement and Release 

Agreement, dated as of April 7, 2023, by and between the Debtors and each of the D&O Parties. 

 

47. “D&O Settlement Motion” means that certain Motion Pursuant to Section 105(a) 

of the Bankruptcy Code and Fed. R. Bankr. P. 9019 for Entry of an Order Approving the Terms of 

a Settlement by and Between the Debtors and the D&O Parties [ECF No. 871]. 

 

48. “DIP Financing/Cash Collateral Orders” shall mean those certain interim and final 

orders entered by the Bankruptcy Court as follows: Order Under Bankruptcy Code Sections 105, 

361, 362, 363, 364(C)(1), 364(C)(2), 364(C)(3), 364(D) And 364(E) And Bankruptcy Rules 2002, 

4001, 6004 And 9014 (I) Authorizing Debtor To (A) Use Cash Collateral, And (B) Obtain Senior 

Secured Post-Petition Financing, (II) Granting Related Relief, And (III) Scheduling Final Hearing

[ECF No. 86]; and Final Order Under Bankruptcy Code Sections 105, 361, 362, 363, 364 and 

507(B) and Bankruptcy Rules 2002, 4001, 6004 And 9014 (I) Authorizing Debtor to (A) Use Cash 

Collateral, and (B) Obtain Senior Secured Post-Petition Financing, and (II) Granting Related 

Relief [ECF No. 153], in each case authorizing the Debtors, as applicable, to (a) use the Cash 

Collateral of BETM, and (b) obtain secured post-petition financing from BETM up to the 

aggregate amount of $40,000,000.00, as such Orders were extended, amended or modified, 

including as extended by the Court on December 6, 2021 [ECF No. 491] and March 30, 2022 [ECF 

No. 610]. 

 

49. “DIP Lender” means Boston Energy Trading and Marketing, LLC. 

 

50. “DIP Loan Documents” means that certain Debtor-in-Possession Supply and 

Services Agreement, dated May 27, 2021 (the “Supply Agreement”), and (ii) a certain Amendment 

to ISDA Master Agreement, dated May 27, 2021 (the “ISDA Amendment”). In addition, each of 

Holdings, LPT, Liberty MD and Liberty DC4 entered into (i) a certain Debtor-in-Possession 

Pledge and Security Agreement, dated May 27, 2021 with the DIP Lender (the “Pledge 

Agreement”), (ii) that certain First Amendment to The Debtor-In-Possession Supply and Services 

Agreement (the “First Amendment”), (iii) that certain Second Amendment to The Debtor-InPossession Supply and Services Agreement (the “Second Amendment”) and (iv) that certain Third 

Amendment to the Debtor-In-Possession Supply and Services Agreement (the “Third 

Amendment”). 

 

51. “DIP Financing Claims” means the Allowed, post-petition secured financing 

claims of BETM in an amount that is not less than $5,068,566, as approved by the Court pursuant 

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to the DIP Financing/Cash Collateral Orders, Extension Orders, DIP Loan Documents and Cash 

Collateral Stipulation. 

 

52. “Disallowed” with respect to a Claim shall mean any Claim, or any portion thereof, 

that (i) has been disallowed by Final Order or settlement; (ii) is listed on the Schedules at an amount 

of $0.00 or as contingent, disputed, or unliquidated and as to which a no Proof of Claim has been 

timely filed by the applicable Bar Date, deemed timely filed with the Bankruptcy Court pursuant 

to either the Bankruptcy Code or any Final Order of the Bankruptcy Court, or otherwise deemed 

timely filed under applicable law; or (iii) is not listed on the Schedules and as to which no Proof 

of Claim has been timely filed by the applicable Bar Date or deemed timely filed with the 

Bankruptcy Court pursuant to the Bankruptcy Code or any Final Order of the Bankruptcy Court, 

or otherwise deemed timely filed under applicable law. “Disallow” and “Disallowance” shall have 

correlative meanings. 

 

53. “Disclosure Statement” means the joint disclosure statement for the Plan and all 

exhibits annexed thereto or otherwise filed in connection therewith, approved by the Bankruptcy 

Court under Bankruptcy Code section 1125. 

 

54. “Disclosure Statement Order” shall mean that certain order of the Bankruptcy 

Court, dated April ___, 2023, [ECF No. ____] conditionally approving, among other things, the 

Disclosure Statement as containing adequate information pursuant to Section 1125 of the 

Bankruptcy Code, and setting various deadlines in connection with Confirmation of the Plan. 

 

55. “Disputed” means, with respect to a Claim against or Equity Interest in the Debtors, 

the extent to which the allowance of such Claim or Equity Interest is the subject of a timely 

objection, complaint, or request for estimation in accordance with the Plan, the Bankruptcy Code, 

the Bankruptcy Rules, or the Confirmation Order, or is otherwise not yet Allowed or is disputed 

in accordance with applicable law, which objection, request for estimation, or dispute has not been 

withdrawn with prejudice or determined by a Final Order. 

 

56. “Distribution” means the distributions of Cash to be made in accordance with the 

Plan. 

 

57. “Distribution Agent” means the Debtors or the Reorganized Debtors, as applicable, 

who will be responsible for making Distributions under the Plan. 

 

58. “Distribution Date” means the date on which a Distribution is made or to be made 

to holders of Allowed Claims under this Plan after the satisfaction or waiver as applicable of the 

conditions set forth in Article X. 

 

59. “Effective Date” means ten (10) business days after the satisfaction or waiver as 

applicable of the conditions set forth in Article X. Within three (3) Business Days of the Effective 

Date, the Debtors shall file a notice of the Effective Date with the Bankruptcy Court. 

Notwithstanding anything herein to the contrary, the Debtors reserve the right to waive the 

requirement of the Confirmation Order becoming a Final Order and shall have the right to proceed 

with the Effective Date despite the Confirmation Order not being a Final Order at such time. 

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60. “Entity” has the meaning assigned to such term in Bankruptcy Code section 

101(15). 

 

61. “Equity Interest” means the interests of any holder of an equity security as defined 

in Bankruptcy Code section 101(16) of any Debtor represented by any issued and outstanding any 

membership interest, partnership interest, shares of common stock or preferred stock, or other 

instrument evidencing a present ownership interest in such Debtor, including any option, warrant, 

or right, contractual or otherwise. 

 

62. “Estate” or “Estates” means, individually or collectively, the estate or estates of the 

Debtors created under Bankruptcy Code section 541. 

 

63. “Extension Orders” means the three orders entered by the Court [ECF Nos. 491, 

610, 753] approving three amendments to the DIP Loan Documents that, among other things, 

extended the Maturity Date through and including March 31, 2022. 

 

64. “Exculpated Parties” shall mean (a) each of Stephen Gray, Jay Goldman and Louis 

Martinsen as certain of the Debtors’ respective present and former managers, (b) Bob Butler as the 

Debtors’ chief restructuring officer, (c) Michael Brown, as the Debtor’s chief financial officer, (d) 

each of the Debtors’ employees who were employed by the Debtors from and after the Petition 

Date; (e) all Professionals (including ordinary course professionals) whose employment has been 

approved by the Bankruptcy Court in the Chapter 11 Cases, including Genovese Joblove & 

Battista, P.A., Venable LLP and Berkeley Research Group, LLC, and each of their respective 

attorneys, paraprofessionals and employees, and (f) BETM and all its managers, members, 

professionals and representatives, including Berger Singerman LLP and Eversheds Sutherland, 

and each of their respective attorneys, paraprofessionals and employees. 

 

65. “Final Decree” means the decree contemplated under Bankruptcy Rule 3022. 

 

66. “Final Order” means an order or judgment of the Bankruptcy Court as to which the 

time to appeal, petition for certiorari, or move for reargument or rehearing has expired and as to 

which no appeal, petition for certiorari, or other proceedings for reargument or rehearing shall then 

be pending; provided, however, that if an appeal, writ of certiorari, reargument, or rehearing 

thereof has been filed or sought, such order shall have been affirmed by the highest court to which 

such order was appealed, or certiorari shall have been denied or reargument or rehearing shall have 

been denied or resulted in no modification of such order, and the time to take any further appeal, 

petition for certiorari, or move for reargument or rehearing shall have expired; provided, further, 

that the possibility that a motion under Bankruptcy Code section 502(j), Rule 59 or Rule 60 of the 

Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be but 

has not then been filed with respect to such order, shall not cause such order not to be a Final 

Order. 

 

67. “First Administrative Claims Bar Date” means February 9, 2022, as the deadline 

set by the Court pursuant to the Order Granting Debtors’ Expedited Motion (I) To Establish Bar 

Date for the Filing of Motions Seeking the Allowance and/or Payment of Administrative Expense 

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Claims, and (II) To Designate The Form and Manner of Notice of Administrative Claims Bar Date

[ECF No. 526] for the filing of an appropriate motion or application seeking the allowance and/or 

payment of an administrative expense claim under section 503(b) of the Bankruptcy Code. 

 

68. “General Unsecured Claim” means any Unsecured Claim against any Debtor that 

is not an Administrative Claim, Professional Fee Claim, Priority Tax Claim, Other Priority Claim, 

Secured Claim, or Equity Interest, provided, however, that, notwithstanding anything to the 

contrary herein, to the extent that a Holder of a General Unsecured Claim against a Debtor holds 

any joint and several liability Claims, guarantee Claims, or other similar Claims against any other 

Debtor arising from or relating to the same obligations or liability as such General Unsecured 

Claim, such Holder shall only be entitled to a distribution on one General Unsecured Claim against 

the Debtors in full and final satisfaction of all such General Unsecured Claims. 

 

69. “Governmental Unit” has the meaning assigned to such term in Bankruptcy Code 

section 101(27). 

 

70. “Impaired” means “impaired” within the meaning of section 1124 of the 

Bankruptcy Code and applicable decisional law, with respect to a Claim, Equity Interest, or Class 

of Claims or Equity Interests. 

 

71. “IRS” means the Internal Revenue Service of the United States of America. 

 

72. “ISDA” means that certain International Swap and Derivatives Association, Inc. 

2002 Agreement by and among Boston Energy Trading and Marketing, LLC., and Liberty Power 

Holdings, LLC dated as of July 6, 2020. 

 

73. “Intercreditor Agreement” means that certain Intercreditor Agreement by and 

among Boston Energy Trading and Marketing, LLC., David Hernandez, Martin Halpern, Shell 

Energy North America (US), L.P., Liberty Power Holdings, LLC, and the other Grantors party 

thereto dated as of July 6, 2020. 

 

74. “Kaufman” shall mean Peter S. Kaufman. 

 

75. “Kaufman Settlement Agreement” means that certain Global Settlement and 

Release Agreement, dated as of April 7, 2023, by and between the Debtors and each of the D&O 

Parties 

 

76. “Kaufman Settlement Motion” means that certain Motion Pursuant to Section 

105(a) of the Bankruptcy Code and Fed. R. Bankr. P. 9019 for Entry of an Order Approving the 

Terms of a Settlement by and Between the Debtors and BETM on the one hand and Kaufman on 

the other hand [ECF No. 872]. 

77. “Lien” means, collectively, any and all security interests, liens, pledges, Claims, 

levies, charges, escrows, encumbrances, options, rights of first refusal, transfer restrictions, 

conditional sale contracts, title retention contracts, mortgages, hypothecations, indentures, security 

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agreements or other agreements, arrangements, contracts, commitments, understandings or 

obligations of any kind whatsoever, whether written or oral. 

78. “LPC” means Liberty Power Corp, LLC., the parent company of Holdings. 

 

79. “Mezzanine Lenders” means David Hernandez and Martin Halpern as the holders 

of that certain $10 million second-tier mezzanine loan to Holdings. 

 

80. “Mezzanine Loan” means that certain $10 million second-tier mezzanine loan made 

by the Mezzanine Lenders to Holdings on or about July 6, 2020. 

 

81. “Net Sales Proceeds” shall mean the proceeds from the sale to the Buyer of the 

Customer Contracts, after (A) payment of (i) all closing costs and other obligations required to be 

paid by the Debtors under the terms of the Asset Purchase Agreement, (ii) all prorations required 

to be paid by the Debtors under the Asset Purchase Agreement, and (ii) any break-up fees and/or 

expense reimbursements approved by the Bankruptcy Court and required to be paid from the 

proceeds of the sale of the Customer Contracts, and (B) funding of any reserves or similar 

obligations required of the Debtors under the Asset Purchase Agreement from the proceeds of the 

sale. 

 

82. “Other Priority Claims” means Claims accorded priority in right of payment under 

section 507(a) of the Bankruptcy Code, other than Priority Tax Claims. 

 

83. “Person” means any individual, corporation, partnership, association, joint venture, 

limited liability company, limited liability partnership, estate, trust, receiver, trustee, 

unincorporated organization or Governmental Unit or subdivision thereof or other Entity. 

 

84. “Petition Date” means April 21, 2021 for Holdings, and June 4, 2021 for each of 

the Subsidiary Debtors. 

 

85. “Plan” means this Joint Chapter 11 Plan of Liquidation and any exhibits annexed 

hereto or otherwise filed in connection with the Plan, and any documents delivered in connection 

herewith, as the same may be amended or modified from time to time by any duly authorized and 

permitted amendment or modification. 

 

86. “Plan Documents” means the documents, if any, that aid in effectuating the Plan, 

including, without limitation, all addenda, exhibits, schedules, which documents (as may be 

amended, modified or supplemented from time to time). 

 

87. “Pledge Agreement” means the Pledge and Security Agreement, by and among 

Liberty Power Holdings, LLC, Liberty Power District of Columbia, LLC, Liberty Power 

Maryland, LLC, LPT, LLC and Liberty Power Super Holdings, LLC and Boston Energy Trading 

and Marketing LLC, dated as of July 6, 2020. 

 

88. “Prepetition Liens” means the properly perfected and duly enforceable first priority 

security interest held by BETM on substantially all of the assets of and equity interests in Holdings 

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and its subsidiaries, perfected through the filing of that certain UCC-1 Financing Statement with 

the Delaware Secretary of State (U.C.C. Initial Filing No. 2020 4653442). 

89. “Prepetition Secured Claim” means all obligations owed by the Debtors to BETM 

under the Prepetition Secured Loan Documents, which total an amount that is not less than 

$15,707,362.40. 

 

90. “Prepetition Secured Loan Documents” means (i) that certain Supply and Service 

Agreement, by and among Boston Energy Trading and Marketing LLC, and Liberty Power 

Holdings LLC, dated as of July 6, 2020 (the “Supply and Services Agreement”); (ii) ISDA 

(International Swap and Derivatives Association, Inc.) 2002 Master Agreement by and among 

Boston Energy Trading and Marketing LLC, and Liberty Power Holdings LLC, dated as of July 

6, 2020; (iii) Pledge and Security Agreement, by and among Liberty Power Holdings LLC, Liberty 

Power District of Columbia LLC, Liberty Power Maryland LLC, LPT, LLC, and Liberty Power 

Super Holdings LLC, and Boston Energy Trading and Marketing LLC, dated as of July 6, 2020 

(the “Pledge Agreement”); (iv) Parent Agreement, by and between Liberty Power Holdings LLC, 

Liberty Power Super Holdings LLC, and Boston Energy Trading and Marketing LLC, dated as of 

July 6, 2020; (v) Consent and Acknowledgement Letter, by and between Liberty Power Holdings, 

LLC and Boston Energy Trading and Marketing LLC, dated July 6, 2020; and (v) Intercreditor 

Agreement by and among Boston Energy Trading and Marketing LLC, David Hernandez, Martin 

Halpern, Shell Energy North America (US), L.P., Liberty Power Holdings LLC, and the other 

Grantors party hereto dated as of July 6, 2020 (the “Intercreditor Agreement”). 

 

91. “Prepetition Shell Loan” means all obligations owed by Debtors to Shell Energy 

North America (US), L.P under that certain third-tier note in the amount of $63,492,663. 

 

92. “Priority Tax Claim” means a Claim or a portion of a Claim of a Governmental 

Unit against any Debtor that is entitled to priority in payment under Bankruptcy Code sections 

502(i) and 507(a)(8). 

 

93. “Professional Fee Claim” means any Claim of a Professional for compensation, 

indemnification, or reimbursement of costs and expenses incurred on or before the Effective Date 

pursuant to Bankruptcy Codes sections 327, 328, 330, 331, 503(b), or 1103(a), plus any fees and 

expenses related to the final fee application of a Professional. 

 

94. “Professionals” means all Persons retained by order of the Bankruptcy Court in 

connection with the Chapter 11 Cases, pursuant to Bankruptcy Code sections 327, 328, or 1103, 

including Berkeley Research Group, LLC, Bob Butler, Genovese, Joblove & Battista, P.A., 

Venable, LLP and Stretto, and excluding any ordinary course professionals. 

 

95. “Professional Fee Escrow” means that certain escrow maintained in the attorneys’ 

trust account of Venable, LLP and containing monies funded under and approved by the Court in 

connection with the DIP Financing/Cash Collateral Orders to pay the compensation and expenses 

of Professionals retained by the Debtors, including Berkeley Research Group, LLC, Bob Butler, 

Genovese, Joblove & Battista, P.A., Venable, LLP and Stretto as such compensation and expenses 

may be awarded by the Court pursuant to Section 328, 330 or 331 of the Bankruptcy Code. 

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96. “Proof of Claim” shall mean a proof of claim filed by a holder of a Claim in the 

Bankruptcy Court’s claim register evidencing the basis and/or amount of a Claim. 

 

97. “Pro Rata” means, in connection with a particular Allowed Claim and in 

connection with any Distribution, the ratio between the amount of such Allowed Claim and the 

aggregate amount of all Allowed Claims in such Class or Classes entitled to such Distribution. 

 

98. “Record Date” means the date that the Disclosure Statement is conditionally 

approved by the Bankruptcy Court. 

 

99. “Reorganized Debtors” shall mean the Debtors from and after the Effective Date. 

 

100. “REP” means a retail energy provider. 

 

101. “Rejection/Termination Orders” means the separate Orders entered by the 

Bankruptcy Court approving the motions to reject and/or terminate certain of the Debtors’ 

customer accounts not sold to the Buyer [ECF Nos. 431, 459, 460, 525, 590, 691 and 729]. 

 

102. “Sale Order” means that certain “Order (I) Approving Sale of the Purchased Assets 

Free and Clear of Liens, Claims, Encumbrances, and Other Interests, (II) Authorizing Assumption 

and Assignment of Certain Executory Contracts and Unexpired Leases in Connection Therewith 

and (III) Granting Related Relief [ECF No. 385] entered by the Bankruptcy Court on September 

14, 2021. 

 

103. “Scheduled Claim” means a Claim that is listed in the Debtors’ Schedules. 

 

104. “Schedules” means the schedules of assets and liabilities, schedules of executory 

contracts and unexpired leases, statements of financial affairs, and other schedules and statements 

filed by the Debtors pursuant to Bankruptcy Rule 1007, and any amendments thereto. 

 

105. “Second Administrative Expense Claims Bar Date” means August 23, 2022, as the 

deadline set by the Court pursuant to the Order Granting Debtors’ Expedited Motion (I) To 

Establish Second Administrative Claims Bar Date for Certain Putative Creditors To Tile (I) 

Motions Seeking the Allowance and/or Payment of Administrative Expense Claims, and (II) To 

Designate The Form and Manner of Notice of Second Administrative Claims Bar Date [ECF No. 

752] for the filing of an appropriate motion or application seeking the allowance and/or payment 

of an administrative expense claim under section 503(b) of the Bankruptcy Code. 

 

106. “Secured Claim” means a Claim secured by a Lien, including, but not limited to, a 

judicial lien as that term is defined in Bankruptcy Code section 101(36), against any property of 

the Estates, but only to the extent of the value, as determined by the Bankruptcy Court pursuant to 

Bankruptcy Code section 506(a) and Bankruptcy Rule 3012 or as otherwise agreed to, of such 

Creditor’s interest in any Debtor’s interest in such property. 

 

107. “Secured Creditor” means the holder of a Secured Claim. 

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108. “Settled Administrative Claims” means the Allowed Administrative Claims of (i) 

The Commonwealth of Massachusetts Department of Energy Resources in the amount of $475,000 

[ECF No. 751] (ii) State of Connecticut Public Utilities Regulatory Authority in the amount of 

$275,000 [ECF No. 800]; (iii) The City of New York Department of Finance in the amount of 

$26,000 [ECF No. 810], and (iv) Postal Center International in the amount of $11,726 [ECF No. 

450]. 

 

109. “Settled Priority Tax Claims” means the Allowed Priority Tax Claims of (i) The 

State of Connecticut Public Utilities Regulatory Authority in the amount of $425,000 [ECF No. 

800], and (ii) The City of New York Department of Finance in the amount of $425,000 [ECF No. 

810]. 

110. “Stamp or Similar Tax” means any stamp tax, recording tax, conveyance fee, 

intangible or similar tax, mortgage tax, personal or real property tax, real estate transfer tax, sales 

tax, use tax, transaction privilege tax (including, without limitation, such taxes on prime 

contracting and owner-builder sales), privilege taxes (including, without limitation, privilege taxes 

on construction contracting with regard to speculative builders and owner builders), and other 

similar taxes or fees imposed or assessed by any Governmental Unit. 

 

111. “Statutory Fees” means all fees for which the Debtors are obligated pursuant to 28 

U.S.C. § 1930(a)(6), together with interest, if any, pursuant to 31 U.S.C. § 3717. 

112. “Stalking Horse Motion” means the Expedited Motion (I) to Approve Designation 

of Stalking Horse Bidder, (II) to Approve Asset Purchase Agreement and Related Bid Protections, 

(III) to Clarify/Modify Bidding Procedures, and (IV) for Related Relief [ECF No. 324] which 

Stalking Horse Motion attached a fully executed copy of that certain Asset Purchase Agreement, 

dated August 20, 2021, between the Debtors and the Buyer, which agreement was subsequently 

modified and filed with the Court on August 23, 2021 by that certain Notice of Filing 

Modifications to Stalking Horse Agreement [ECF No. 339]. 

 

113. “Stalking Horse Order” means the Order entered on August 26, 2021, granting the 

Stalking Horse Motion [ECF No. 349]. 

 

114. “Subordinate Secured Parties” means collectively, David Hernandez, Martin 

Halpern, and Shell Energy. 

 

115. “Subsidiary Debtors” shall mean collectively LPT, LLC, Liberty Power Maryland 

and Liberty Power District of Columbia, LLC, each a wholly-owned subsidiary of Holdings. 

 

116. “Supplemental Bid Procedures Motion” means that certain Debtors’ Expedited 

Motion for Entry of a Supplemental Order (I) Approving the Sale of Assets of the Subsidiary 

Debtors Through the Court’s Bid Procedures Order, (II) Approving Revised Form of Notices, (III) 

Authorizing Notice of Sale by Email and Publication, and (IV) Granting Related Relief dated July 

9, 2021 [ ECF No. 255] seeking an order of the Bankruptcy Court approving, among other things, 

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extending the bidding and sale procedures, and related relief set forth in the Bid Procedures Order, 

to the sale of the assets of the Subsidiary Debtors. 

 

117. “Supplemental Bid Procedures Order” means that certain Order entered by the 

Court on July 15, 2021, granting the Supplemental Bid Procedures Motion [ECF No. 264]. 

 

118. “Supply and Service Agreement” means that Supply and Service Agreement, by and 

among Boston Energy Trading and Marketing LLC, and Liberty Power Holdings, LLC dated as 

of July 6, 2020. 

 

119. “U.S. Trustee” means the Office of the United States Trustee for Region 21. 

 

120. “Unclaimed Distribution” means any Distribution that remains unclaimed after 

ninety (90) days following any Distribution Date, including, without limitation, (i) checks (and the 

funds represented thereby) that have been returned as undeliverable without a proper forwarding 

address, (ii) funds representing checks that have not been paid, and (iii) checks (and the funds 

represented thereby) that were not mailed or delivered because of the absence of a valid address. 

 

121. “Unimpaired” means not “impaired” within the meaning of sections 1123(a)(4) and 

1124 of the Bankruptcy Code and applicable decisional law, with respect to a Claim, Equity 

Interest, or Class of Claims or Equity Interests. 

 

122. “Warn Act” means the Worker Adjustment and Retraining Notification Act, 

codified at 29 U.S.C. § § 2101-2109. 

B. Rules of Interpretation 

(i) For purposes herein: (a) in the appropriate context, each term, whether stated in the 

singular or the plural, shall include both the singular and the plural, and pronouns stated in the 

masculine, feminine or neutral gender shall include the masculine, feminine and the neutral gender; 

(b) any reference herein to a contract, instrument, release, indenture or other agreement or 

document being in a particular form or on particular terms and conditions means that the referenced 

document shall be substantially in that form or substantially on those terms and conditions; (c) any 

reference herein to an existing document or exhibit having been filed or to be filed shall mean that 

document or exhibit, as it may thereafter be amended, modified or supplemented; (d) unless 

otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; 

(e) the words ‘‘herein,’’ “hereof” and ‘‘hereto’’ refer to the Plan in its entirety rather than to a 

particular portion of the Plan; (f) captions and headings to Articles are inserted for convenience of 

reference only and are not intended to be a part of or to affect the interpretation hereof; (g) the 

rules of construction set forth in section 102 of the Bankruptcy Code shall apply; and (h) any term 

used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy 

Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy 

Code or the Bankruptcy Rules, as the case may be. 

(ii) All references herein to monetary figures shall refer to currency of the United States 

of America, unless otherwise expressly provided. 

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C. Exhibits 

All exhibits and schedules, if any, to the Plan are incorporated into and are part of the Plan 

as if set forth herein. All exhibits and schedules to the Plan will be filed with the Clerk of the 

Bankruptcy Court not later than three (3) days prior to the deadline set by the Bankruptcy Court to 

vote to accept or reject the Plan. Such exhibits may be inspected in the office of the Clerk of the 

Bankruptcy Court during normal hours of operation of the Bankruptcy Court. Holders of Claims 

or Equity Interests may also obtain a copy of such exhibits, once filed, from the Debtor’s counsel 

by a written request sent to the following address: 

VENABLE, LLP. 

100 S.E. Second Street, 44th Floor 

Miami, FL 33131 

Telephone: 305-349-2300 

ATTN: Paul J. Battista, Esq. pjbattista@venable.com

Mariaelena Gayo-Guitian, Esq., mguitian@venable.com 

Heather Harmon, Esq. hlharmon@venable.com

D. Computation of Time 

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) 

shall apply in computing any period of time prescribed or allowed herein. If the date on which a 

transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then 

such transaction shall instead occur on the next succeeding Business Day. Any action to be taken 

on the Effective Date may be taken on or as soon as reasonably practicable after the Effective Date. 

E. Governing Law 

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy 

Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of 

Florida, without giving effect to the principles of conflict of laws, shall govern the rights, 

obligations, construction, and implementation of the Plan, any agreements, documents, 

instruments, or contracts executed or entered into in connection with the Plan (except as otherwise 

set forth in those agreements, in which case the governing law of such agreement shall control). 

ARTICLE II 

ADMINISTRATIVE CLAIMS, PROFESSIONAL FEE CLAIMS, PRIORITY TAX 

CLAIMS, STATUTORY FEES AND BETM DIP FINANCING CLAIMS 

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, 

Professional Fee Claims, Priority Tax Claims, Other Priority Claims, DIP Financing Claims and 

Statutory Fees have not been classified and, thus, are excluded from the classification of Claims 

and Equity Interests set forth in Article III below. 

 A. Administrative Claims. 

 

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All Allowed Administrative Claims shall be paid in full, in Cash in such amounts as may 

be Allowed by the Bankruptcy Court (a) as soon as practicable following the later of the Effective 

Date or the date upon which the Court enters a Final Order allowing any such Administrative 

Claim, (b) as otherwise provided in the Bankruptcy Code or approved by the Bankruptcy Court, 

or (c) as agreed by the holder of any such Administrative Claim. If any Disputed Administrative 

Claim exists on the Effective Date, then the Debtors shall hold and maintain Cash in a segregated 

account in an amount equal to all outstanding Disputed Administrative Claims until such dispute 

is resolved consensually or by Final Order. Pursuant to the BETM Plan Settlement, BETM shall 

waive any Distribution on the BETM Adequate Protection Obligation and the BETM Adequate 

Protection Superpriority Administrative Claim. 

Unless otherwise ordered by the Bankruptcy Court, any holder of an Administrative Claim 

(including a holder of a Claim for postpetition federal, state or local taxes) that did not file an 

application, motion, request or other Bankruptcy Court-approved pleading by the Administrative 

Claims Bar Date shall be forever barred, estopped and enjoined from ever asserting such 

Administrative Claim against the Debtors, or their respective assets, and such holder shall not be 

entitled to participate in any Distribution under the Plan on account of any such Administrative 

Claim. 

B. Professional Fee Claims 

On or prior to the deadline set by the Bankruptcy Court for Professionals to file final fee 

applications, each Professional shall file with the Bankruptcy Court its final fee application seeking 

final approval of all fees and expenses from the Petition Date through the Confirmation Hearing. 

All Allowed Professional Fee Claims shall be paid in full, in Cash in such amounts as may be 

Allowed by the Bankruptcy Court (a) as soon as practicable following the later of the Effective 

Date or the date upon which the Court enters a Final Order allowing any such Professional Fee 

Claim, (b) as otherwise provided in the Bankruptcy Code or approved by the Bankruptcy Court, 

or (c) as may be agreed upon between the holder of any such Professional Fee Claim and the 

Debtors. Allowed Professional Fee Claims shall be paid from (a) first from any retainers held by 

such Professional(s), with any excess retainers being deposited into the Professional Fee Escrow; 

(b) second from the Professional Fee Escrow, and (c) third if the Professional Fee Escrow is 

insufficient to pay the full amount of Allowed Professional Fee Claims, then the remaining unpaid 

the Allowed Professional Fee Claims shall be paid by the Debtors from Available Cash. 

C. Priority Tax Claims. 

Unless otherwise ordered by the Bankruptcy Court or agreed to by the Holder of an 

Allowed Priority Tax Claim, the Holders of Allowed Priority Tax Claims against the Estates shall 

be paid 100% of their Allowed Priority Tax Claims from Available Cash upon the later of:(i) the 

Effective Date, or as soon thereafter as is practicable, (ii) the date on which such Priority Tax 

Claim is Allowed pursuant to a Final Order, or (iii) after such Holder has exercised any and all 

rights and remedies in respect of any Lien on the Debtors’ Assets securing such Priority Tax Claim, 

thereby reducing any such Allowed Priority Tax Claims. Notwithstanding anything herein to the 

contrary, the Settled Priority Tax Claims shall only be paid if and when the Debtors have paid in 

full all allowed claims of BETM. 

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D. Statutory Fees. 

Notwithstanding any other provisions of the Plan to the contrary, the Debtors shall pay the 

United States Trustee the appropriate sum required pursuant to 28 U.S.C. § 1930(a)(6), within 

fourteen (14) days of the entry of the order confirming the Plan, for pre-confirmation periods and 

simultaneously file all the monthly operating reports for the relevant periods, indicating the cash 

disbursements for the relevant period. The Reorganized Debtors shall further pay the United States 

Trustee the appropriate sum required pursuant to 28 U.S.C. § 1930(a)(6), based upon all postconfirmation periods within the time period set forth in 28 U.S.C. § 1930(a)(6), based upon all 

post-confirmation disbursements made by the Reorganized Debtors, until the earlier of the closing 

of this case by the issuance of a Final Decree by the Bankruptcy Court, or upon the entry of an 

Order by the Bankruptcy Court dismissing this case or converting this case to another chapter 

under the Bankruptcy Code, and the Reorganized Debtors shall provide to the United States 

Trustee upon the payment of each post-confirmation payment, and concurrently filed with the 

Court, post-confirmation quarterly operating reports indicating all the cash disbursements for the 

relevant period. 

E. BETM’s DIP Financing Claims. 

The DIP Financing Claims constitute Allowed Senior Secured Claims and Allowed 

Superpriority Administrative Expense Claims against the Debtors and their estates. Pursuant to 

the BETM Plan Settlement, and subject to the occurrence of the Effective Date of the Plan, the 

DIP Financing Claims of BETM, including based on the BETM DIP Liens, the BETM 

Replacement Liens and the BETM Superpriority Expense Claim, shall be subordinated (i) first to 

the payment from Available Cash of Statutory Fees, (ii) second to the payment from Available 

Cash of all Allowed Professional Fee Claims, (iii) third to the payment from Available Cash of the 

Settled Administrative Claims, (iv) fourth to the payment from Available Cash of any other 

Allowed Administrative Claims approved by BETM, and (v) fifth to the payment from Available 

Cash of Allowed Other Priority Claims and Allowed Priority Tax Claims approved by BETM 

(collectively, the “Agreed Senior Claims”). Following payment of the Agreed Senior Claims, all 

Available Cash and proceeds of Causes of Action (whether now existing or hereafter arising) shall 

be distributed by the Reorganized Debtors to BETM until each of (a) the DIP Financing Claims, 

(b) the BETM Adequate Protection Obligation, and (c) the Prepetition Secured Claim have been 

paid in full. In the event the Available Cash is not sufficient to pay the Agreed Senior Claims in 

full, then BETM shall waive a Distribution on its DIP Financing Claims. 

ARTICLE III 

CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS 

A. Summary of Classification. 

The Plan groups the Debtors together solely for the purposes of describing treatment under 

the Plan, confirmation of the Plan, and making Distributions in accordance with the Plan in respect 

of Claims against, and Equity Interests in, the Debtors under the Plan. Notwithstanding such 

groupings, the Plan constitutes a separate chapter 11 plan of liquidation for each Debtor. The Plan 

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is not premised upon, and will not cause, the substantive consolidation of any of the Debtors. For 

brevity and convenience, the classification and treatment of Claims and Equity Interests have been 

arranged into one chart. Such classification shall not affect any Debtor’s status as a separate legal 

entity, change the organizational structure of the Debtors’ business enterprise, constitute a change 

of control of any Debtor for any purpose, cause a merger or consolidation of any legal entities, or 

cause the transfer of any Assets. Except as otherwise provided by or permitted under the Plan, all 

Debtors shall continue to exist as separate legal entities. 

B. Class Categories. 

All Claims and Equity Interests, except for Administrative Claims, Professional Fee 

Claims, Priority Tax Claims, Other Priority Claims, DIP Financing Claims, and Statutory Fees, 

are classified in the Classes set forth in this Article III for all purposes, including voting, 

Confirmation, and Distributions pursuant to the Plan and pursuant to sections 1122 and 1123(a)(1) 

of the Bankruptcy Code. A Claim or Equity Interest is classified in a particular Class only to the 

extent that such Claim or Equity Interest qualifies within the description of that Class and is 

classified in other Classes to the extent that any portion of such Claim or Equity Interest qualifies 

within the description of such other Classes. A Claim or Equity Interest also is classified in a 

particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent 

that such Claim or Equity Interest is an Allowed Claim or Allowed Equity Interest in that Class 

and has not been paid, released, or otherwise satisfied prior to the Effective Date. 

 Class Class Designation Status Voting Rights 

Class 1 Allowed Other Priority Claims 

(All Debtors) 

Unimpaired Presumed to Accept 

the Plan under 

Section 1126(f) of 

the Bankruptcy 

Code 

Class 2 Secured Claim of Hanover 

Insurance Company (All 

Debtors) 

Unimpaired Presumed to Accept 

the Plan under 

Section 1126(f) of 

the Bankruptcy 

Code 

Class 3 Secured Claim of Eckert 

Seamans Cherin & Mellot 

(Holdings only) 

Unimpaired Presumed to Accept 

the Plan under 

Section 1126(f) of 

the Bankruptcy 

Code 

Class 4 Secured Claim of Boston 

Energy Trading and Marketing 

LLC (All Debtors) 

Impaired Entitled to Vote 

Class 5 Secured Claim of Shell Energy 

North America (US), L.P (All 

Debtors) 

Impaired Deemed to Reject 

the Plan under 

Section 1126(g) of 

the Bankruptcy 

Code 

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Class 6 Secured Claims of David 

Hernandez and Martin Halpern 

- Mezzanine Lenders (Insider 

Claims) (All Debtors) 

Impaired Deemed to Reject 

the Plan under 

Section 1126(g) of 

the Bankruptcy 

Code 

Class 7 General Unsecured Claims (All 

Debtors) 

Impaired Deemed to Reject 

the Plan under 

Section 1126(g) of 

the Bankruptcy 

Code 

Class 8 Subordinated Unsecured Claim 

of The Illinois Attorney 

General (Holdings Only) 

Impaired Deemed to Reject 

the Plan under 

Section 1126(g) of 

the Bankruptcy 

Code 

Class 9 Equity Interests (All Debtors) Impaired Deemed to Reject 

the Plan under 

Section 1126(g) of 

the Bankruptcy 

Code 

ARTICLE IV 

TREATMENT OF CLAIMS AND EQUITY INTERESTS 

A. Treatment of Claims and Equity Interests 

The following treatment of and consideration to be received by holders of Allowed Claims 

and Equity Interests under this Plan shall be in full settlement, release, and discharge of such 

Allowed Claims and Equity Interests except to the extent less favorable treatment is agreed to by 

the Debtors and the Holder of such Allowed Claim or Allowed Interest, as applicable. Unless 

otherwise indicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall 

receive such treatment on the later of the Effective Date and the date such Holder’s Claim or 

Interest becomes an Allowed Claim or Allowed Interest or as soon as reasonably practicable 

thereafter. 

1. Class 1 – Allowed Other Priority Claims 

(a) Classification: Class 1 consists of all Allowed Other Priority Claims against 

each Debtor. 

(b) Treatment: Except to the extent that a holder of an Allowed Other Priority 

Claim and the applicable Debtor prior to the Effective Date, or after the Effective 

Date, such holder and the applicable Reorganized Debtor, agree to a less favorable 

treatment, each holder of an Allowed Other Priority Claim shall receive, in full and 

final satisfaction, compromise, settlement, release, and discharge of and in 

exchange for such Allowed Other Priority Claim, payment in full, in Cash, of the 

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unpaid portion of its Allowed Other Priority Claim on the Effective Date or as soon 

thereafter as reasonably practicable. 

(c) Voting: Class 1 is Unimpaired under the Plan. Accordingly, each holder of 

an Allowed Other Priority Claim in this Class 1 is conclusively presumed to have 

accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. 

2. Class 2 – Allowed Secured Claim of The Hanover Insurance Company 

(“Hanover”). 

(a) Classification: Class 2 consist of the Allowed Secured Claim of The 

Hanover Insurance Company. Hanover filed a Proof of Claim in the amount of 

$6,355,073, of which $2,700,000 was secured by a certain letter of credit issued by 

JP Morgan Chase Bank, N.A. on behalf of the Debtors (the “Hanover Letter of 

Credit”). 

(b) Treatment: The Allowed Secured Claim of Hanover Insurance has been 

fully paid and satisfied based on Hanover drawing on the Hanover Letter of Credit 

during the Chapter 11 Cases. Pursuant to section 506(a) of the Bankruptcy Code, 

the remainder of the Allowed Claim of Hanover shall be included in and treated as 

an Allowed General Unsecured Claim in accordance with Class 7. 

(c) Voting: Class 2 is Unimpaired under the Plan. Accordingly, Hanover 

Insurance is conclusively presumed to have accepted the Plan pursuant to section 

1126(f) of the Bankruptcy Code. 

3. Class 3 – Allowed Secured Claim of Eckert Seamans Cherin and Mellot, LLC 

(“Eckert Seamans”) 

(a) Classification: Class 3 consist of the Allowed Secured Claim of Eckert 

Seamans. 

(b) Treatment: Eckert Seaman’s filed a Proof of Claim in Holdings asserting a 

claim for unpaid pre-petition legal services in the amount of $253,882.16 (the 

“Eckert Seamans Claim”). The Eckert Seamans Claim is comprised of a Secured 

Claim in the amount of $13,442.87 and General Unsecured Claim in the amount of 

$240,439.29. The Class 3 Secured Claim of Eckert Seamans is secured by that 

certain pre-petition retainer held by Eckert Seamans in the amount of $13,442.87 

(the “Retainer”). The Allowed Class 3 Secured Claim of Eckert Seamans shall be 

satisfied in full by the application of the Retainer to the Secured Claim in the 

amount of $13,442.87. The balance of the Eckert Seamans Claim shall be included 

in and treated as an Allowed General Unsecured Claim in accordance with Class 7. 

(c) Voting: Class 3 is Unimpaired under the Plan. Accordingly, Eckert 

Seamans is conclusively presumed to have accepted the Plan pursuant to section 

1126(f) of the Bankruptcy Code. 

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4. Class 4 – Allowed Prepetition Secured Claim of BETM 

(a) Classification: Class 4 consists of the Allowed Prepetition Secured Claim 

of BETM against each of the Debtors (the “BETM Secured Claim”). 

(b) Treatment: Following payment of (i) first, the Agreed Upon Claims, (ii) 

second, the DIP Financing Claims, and (iii) third, the BETM Adequate Protection 

Obligation pursuant and in accordance with this Plan, the Debtors shall make 

additional Distributions to BETM on account of the Class 4 Allowed Secured Claim 

of BETM in accordance with the BETM Plan Settlement from Available Cash and 

proceeds of Causes of Action (whether now existing or hereafter arising) until such 

time as the BETM Secured Claim is paid in full . The balance of the BETM Secured 

Claim after such Distributions shall be included in and treated as an Allowed 

General Unsecured Claim in accordance with Class 7. 

(c) Voting: Class 4 is Impaired and BETM is entitled to vote to accept or reject 

the Plan as the holder of the Allowed Class 4 Secured Claim. 

5. Class 5- Allowed Secured Claim of Shell Energy North America (US), L.P 

(“Shell Energy”) 

(a) Classification: Class 5 consists of the Secured Claim of Shell Energy 

against each of the Debtors. Shell Energy filed a Proof of Claim in each of these 

Chapter 11 Case asserting a total claim as of the Petition Date in the aggregate 

amount of $79,594,326.84 (the “Shell Claim”). 

(b) Treatment: As of the Petition Date, the rights of Shell Energy in respect of 

the Shell Claim were subject to the terms of the Intercreditor Agreement. Among 

other things, the Intercreditor Agreement provides that the Liens and Claims of 

Shell Energy are fully subject and subordinate to the Liens and Claims of BETM 

in all respects. The proceeds from the sale and liquidation of the Debtors’ Assets 

were not sufficient to satisfy in full the DIP Financing Claims and the BETM 

Secured Claim. Accordingly, pursuant to section 506(a) of the Bankruptcy Code 

and the terms of the Intercreditor Agreement, the entirety of the Shell Claim is a 

General Unsecured Claim which shall be included in and treated as an Allowed 

General Unsecured Claim in accordance with Class 7. 

(c) Voting: Class 5 is Impaired. Since the Class 5 Allowed Secured Claim of 

Shell Energy will not receive any Distribution or retain any property under the Plan 

on account of such Allowed Secured Claim, Shell Energy, as the holder of the Class 

5 Allowed Secured Claim, shall be deemed to have rejected the Plan pursuant to 

section 1126(g) of the Bankruptcy Code. 

6. Class 6 – Allowed Secured Claim of the Mezzanine Lenders

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(a) Classification: Class 6 consists of the Allowed Secured Claim of the 

Mezzanine Lenders against each of the Debtors. The Mezzanine Lenders each filed 

a Proof of Claim in Holdings in the amount of $5,179,166.67 (the “Mezzanine 

Lender Claims”). 

(b) Treatment: As of the Petition Date, the rights of the Mezzanine Lenders 

respect of the Mezzanine Lender Claims were subject to the terms of the 

Intercreditor Agreement. Among other things, the Intercreditor Agreement 

provides that the Liens and Claims of the Mezzanine Lenders are fully subject and 

subordinate to the Liens and Claims of BETM in all respects. The proceeds from 

the sale and liquidation of the Debtors’ Assets were not sufficient to satisfy in full 

the DIP Financing Claims and the BETM Secured Claim. In addition, the 

Mezzanine Lenders are parties to the D&O Settlement Agreement, which is the 

subject of the D&O Settlement Motion. If the Bankruptcy Court grants the D&O 

Settlement Motion, then (i) each Mezzanine Lender shall have provided a general 

release in favor of the Debtors of any and all Claims, including the Mezzanine 

Lender Claims, and (ii) the Mezzanine Lender Claims shall be deemed satisfied in 

full. Alternatively, in the event the Bankruptcy Court does not grant the D&O 

Settlement Motion, then pursuant to section 506(a) of the Bankruptcy Code and the 

terms of the Intercreditor Agreement, the entirety of each Mezzanine Lender Claim 

is a General Unsecured Claim which shall be included in and treated as an Allowed 

General Unsecured Claim in accordance with Class 7. 

(c) Voting: Class 6 is Impaired. Since the Class 6 Allowed Secured Claim of 

each Mezzanine Lender will have either been released pursuant to the D&O 

Settlement Motion, or will not receive any Distribution or retain any property under 

the Plan on account of such Allowed Secured Claim, each Mezzanine Lender, as 

the holder of a Class 6 Allowed Secured Claim, shall no longer have a Mezzanine 

Lender Claim or shall be deemed to have rejected the Plan pursuant to section 

1126(g) of the Bankruptcy Code. 

 

7. Class 7 – Allowed General Unsecured Claims 

(a) Classification: Class 7 consists of the Allowed General Unsecured Claims 

against each of the Debtors. 

(b) Treatment: Each holder of a General Unsecured Claim shall not receive any 

Distribution or property under the Plan on account of their Allowed General 

Unsecured Claims. 

(c) Voting: Class 7 is Impaired. Since the holders of the Class 7 Allowed 

General Unsecured Claim will not receive any Distribution or retain any property 

under the Plan on account of such Allowed General Unsecured Claims, such 

holders shall be deemed to have rejected the Plan pursuant to section 1126(g) of the 

Bankruptcy Code. 

 

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8. Class 8 - Allowed Subordinated Unsecured Claim of the Office of the Illinois 

Attorney General (Holdings only). 

(a) Classification: Class 8 consists of the Allowed Subordinated Unsecured 

Claim of the Office of the Illinois Attorney General against Holdings in the amount 

of $77,191,092.00, which was approved by the Court pursuant to that certain 

Agreed Order Granting Ex-Parte Joint Motion and Stipulation for Entry of An 

Agreed Order Resolving Objection to Claim of the Illinois Attorney General’s 

Office entered on September 7, 2022 [ECF No. 783]. 

(b) Treatment: The Illinois Attorney General, as the holder of the Class 8 

Allowed Subordinated Unsecured Claim, will not receive any Distribution or retain 

any property under the Plan on account of such Claim. 

(c ) Voting: Class 8 is Impaired. Since The Illinois Attorney General, as the 

holder of the Class 8 Allowed Subordinated Unsecured Claim, will not receive any 

Distribution or retain any property under the Plan on account of such Claim, The 

Illinois Attorney General shall be deemed to have rejected the Plan pursuant to 

section 1126(g) of the Bankruptcy Code. 

9. Class 9 – Allowed Equity Interests. 

(a) Classification: Class 9 consist of all Allowed Equity Interests. 

(b) Treatment: As of the Effective Date, all Equity Interests in each Debtor shall 

be deemed retired, cancelled, extinguished and/or discharged and of no further 

force and effect. 

(c) Voting: Class 9 is Impaired. Since the holders of Equity Interests in each 

Debtor shall not receive any Distribution or retain any property under the Plan on 

account of such Equity Interests, such holders shall be deemed to have rejected the 

Plan pursuant to Section 1126(g) of the Bankruptcy Code. 

ARTICLE V 

ACCEPTANCE, REJECTION, AMENDMENT AND 

REVOCATION OR WITHDRAWAL OF THE PLAN 

A. Classes Entitled to Vote 

Each holder of a Claim or Equity Interest who it to receive a Distribution or retain property 

on account of such Claim or Equity Interest under the Plan, as of the Record Date, in an Impaired 

Class shall be entitled to vote to accept or reject the Plan, in its sole and absolute discretion, subject 

to applicable law. Each of Class 1, 2 and 3 are Unimpaired and therefore are conclusively 

presumed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Class 4 

is Impaired and is entitled to vote to accept or reject the Plan. Classes 5 through 9 are Impaired 

and will not receive a Distribution or retain any property under the Plan on account of such Claims. 

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As a result, Classes 5 through 9 are deemed to have rejected the Plan pursuant to Section 1126(g) 

of the Bankruptcy Code. 

B. Acceptance by Class of Claims and Equity Interests 

Under the Bankruptcy Code, Impaired Class of Claims shall be deemed to accept the Plan 

if (a) holders (other than any holder designated under section 1126(e) of the Bankruptcy Code) of 

at least two-thirds in dollar amount of the Allowed Claims actually voting in such Class have voted 

to accept the Plan and (b) the holders (other than any holder designated under section 1126(e) of 

the Bankruptcy Code) of more than one-half in number of the Allowed Claims actually voting in 

such Class have voted to accept the Plan. For purposes of calculating the number of Allowed 

Claims in a Class of Claims that have voted to accept or reject the Plan under section 1126(c) of 

the Bankruptcy Code, all Allowed Claims in such Class held by one Entity or any Affiliate thereof 

shall be aggregated and treated as one Allowed Claim in such Class. For purposes of any Claim 

in any Impaired Class that is Disputed as to its amount only, the holder of such claim shall be 

entitled to vote on the Plan as if such holder held an Allowed Claim in an amount equal to the 

undisputed portion of such Claim. 

Pursuant to Section 1126(f) of the Bankruptcy Code, holders of Allowed Claims and Equity 

Interests who are Unimpaired under the Plan are deemed to have accepted the Plan. As set forth 

above, Classes 1, 2, and 3 under the Plan are Unimpaired and therefore all such Classes are deemed 

to have voted in favor of the Plan. 

C. Nonconsensual Confirmation 

In the event that any Class of Claims or Equity Interests entitled to vote shall not accept 

the Plan by the requisite statutory majority required by section 1126 of the Bankruptcy Code, the 

Debtor reserves the right to (a) request that the Bankruptcy Court confirm the Plan in accordance 

with section 1129(b) of the Bankruptcy Code with respect to such non-accepting Class, in which 

case the Plan shall constitute a motion for such relief, or (b) alter, amend or modify the Plan in 

accordance with Article XIII. 

As set forth above, Classes 5 through 9 of the Plan are Impaired and are deemed to have 

rejected the Plan pursuant to Section 1126(g) because the holders therein will not receive any 

Distribution or retain any property under the Plan on account of their respective Claims or Equity 

Interests. As a result, the Debtors intend to exercise the right to seek confirmation of the Plan 

through a “cramdown” on Classes 5 through 9 of the Plan pursuant to section 1129(b) of the 

Bankruptcy Code. 

D. Revocation or Withdrawal; No Admissions 

Right to Revoke or Withdraw. The Plan may be revoked or withdrawn prior to the 

Confirmation Date by the Debtors in their sole discretion. 

Effect of Withdrawal or Revocation; No Admissions. If the Plan is revoked or withdrawn 

prior to the Confirmation Date, then the Plan shall be deemed null and void. In such event, nothing 

contained herein shall be deemed to constitute a waiver or release of any claims or defenses or any 

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admission or statement against interest by the Debtors or any other Person or to prejudice in any 

manner the rights of the Debtors or any Person in any further proceedings involving the Debtors. 

E. Amendment of the Plan and/or the Plan Documents 

From and after the Effective Date, the Debtors shall have the authority to amend, modify, 

or supplement the Plan, the Exhibits to the Plan and any documents attached to such Plan and 

Exhibits to the Plan as provided in the Plan, the Exhibits to the Plan and the Bankruptcy Code. 

F. Special Provision Governing Unimpaired Claims 

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors 

rights with respect to any Unimpaired Claim, including, without limitation, all rights in respect of 

legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claim. 

ARTICLE VI 

MEANS OF IMPLEMENTATION OF THE PLAN 

A. Joint Chapter 11 Plan and Vesting of Property. 

The Plan is a joint chapter 11 plan for each Debtor, with the Plan for each Debtor being 

non-severable and mutually dependent on the Plan for each other Debtor. The Debtors shall 

continue to exist on or after the Effective Date solely for the purposes of satisfying the Debtors’ 

obligations under the Plan, including making distributions as required under the Plan and 

effectuating the wind down of the Debtors. 

Except as provided for herein, pursuant to Sections 1123(a)(5), 1123(b)(3) and 1141(b) 

and (c) of the Bankruptcy Code, on the Effective Date, all property of the Estates shall vest in the 

applicable Reorganized Debtor free and clear of all Liens, Claims, charges, or other encumbrances 

for all purposes under and subject to the terms of this Plan. All privileges with respect to the 

property of the Estates, including the attorney/client privilege, to which the Debtors are entitled 

shall automatically vest in, and may only be asserted by and/or waived on behalf of, the applicable 

Reorganized Debtor. 

B. Source of Funding for Plan Distributions. 

The Distributions to be made in Cash under the terms of this Plan shall be funded from the 

Available Cash on hand as of and generated after the Effective Date as set forth on the Liquidation 

Analysis attached as Exhibit “3” to the Disclosure Statement, which includes, without limitation, 

Cash in the Debtors’ bank accounts, the Professional Fee Escrow, the retainers of Professionals, 

and proceeds from the prosecution and/or settlement of Causes of Action, including pursuant to 

the D&O Settlement Agreement and the Kaufman Settlement Agreement. Pursuant to the BETM 

Plan Settlement, and subject to the occurrence of the Effective Date, BETM has agreed to allow 

the Debtors to use the Available Cash to pay the Agreed Senior Claims pursuant to the terms of 

the Plan. 

C. The BETM Plan Settlement pursuant to Bankruptcy Rule 9019. 

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The Plan shall constitute a motion for approval of a settlement and compromise under 

Bankruptcy Rule 9019 between the Debtors and BETM related to the use of Available Cash 

(whether now existing or hereafter arising) in connection with confirmation of the Plan (the 

“BETM Plan Settlement”). Specifically, subject to and conditioned on confirmation of the Plan 

and the Plan becoming effective, BETM has agreed to subordinate its right to receive a Distribution 

on account of: (a) the DIP Financing Claims, (b) the BETM Adequate Protection Obligation, and 

(c) the BETM Class 4 Allowed Secured Claim, so as to enable the Debtors to use the Available 

Cash (i) to pay the Agreed Senior Claims in connection with confirmation of the Plan, and/or (ii) 

to pay for the prosecution of Causes of Action on terms acceptable to the Debtors and BETM. In 

exchange for and as a material inducement to BETM’s agreement to the BETM Plan Settlement 

and to allow the Debtors to use such Available Cash, effective automatically on the Effective Date, 

each of the Debtors, on behalf of themselves and their bankruptcy estates, and anyone claiming 

by, through, or under them (collectively, the “Debtor Releasing Parties”), shall be deemed to have 

fully and forever remised, released, acquitted, waived, disclaimed, surrendered, satisfied, and 

discharged BETM each of its present and former managers (including Jay Goldman and Louis 

Martinsen), members, officers, directors, employees, attorneys, affiliates, direct and indirect 

subsidiaries, direct and indirect parent companies, accountants, financial advisors, agents and 

representatives, (collectively, the “BETM Released Parties”) of and from any and all manner of 

claims, debts, equity or ownership interests, rights, dues, sums of money, accountings, bonds, 

warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, 

obligations, reckonings, expenses, damages, judgments, executions, objections, defenses, setoffs, 

actions, liens, suits, proceedings, claims, counterclaims, losses, costs, expenses, attorneys’ fees, 

demands, and causes of action of any kind or nature whatsoever, whether contingent, whether 

disputed or undisputed, whether or not well-founded in fact or law, whether in law, equity or 

otherwise, whether known or unknown, and whether now accrued or hereafter maturing, which 

any of the Debtor Releasing Parties ever had, now has or hereafter can, shall or may have against 

any of the BETM Released Parties, from the beginning of the world until the Effective Date, for 

or by reason of any matter, cause, omission, or thing whatsoever, including, but not limited to, any 

matter, cause, omission, or thing related to, arising out of or in connection with the Debtors, the 

Chapter 11 Cases, the Prepetition Secured Claim, the Prepetition Secured Loan Documents, the 

DIP Financing Claims and the DIP Loan Documents. Nothing contained in this release shall 

release BETM from its agreements set forth in this Plan. 

Bankruptcy Rule 9019(a) provides, in relevant part, that “[o]n motion by the trustee 

and after notice and a hearing, the court may approve a compromise or settlement.” Fed. R. 

Bankr. P. 9019(a). Section 1107(a) of the Bankruptcy Code grants a debtor-in-possession the 

rights and powers afforded to a trustee serving in a chapter 11 case. See 11 U.S.C. § 1107(a). 

Furthermore, Section 105(a) of the Bankruptcy Code provides that “[t]he court may issue any 

order, process, or judgment that is necessary or appropriate to carry out the provisions of this 

title.” See 11 U.S.C. § 105(a). Accordingly, it is within the scope of this Court’s authority to 

approve the BETM Plan Settlement. 

When considering whether to approve a compromise or settlement under Rule 9019, a 

bankruptcy court must determine if the proposed compromise or settlement is fair, equitable, 

reasonable and in the best interests of the debtor’s estate. See Protective Comm. for Indep. 

Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968); In re Se. Banking 

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Corp., 314 B.R. 250, 272 (Bankr. S.D. Fla. 2004) (holding a bankruptcy court considers whether 

a settlement is “fair and equitable”). Approval of a settlement in a bankruptcy proceeding is 

within the sole discretion of the Court. In re Arrow Air, 85 BR 891 (Bankr. S.D. Fla. 1988). A 

bankruptcy court is not required to decide the merits of claims, but is to assess the probability 

of succeeding on those claims. See In re Vazquez, 325 B.R. 30, 35 (Bankr. S.D. Fla. 2005). 

“It is generally recognized that the law favors settlement of disputes over litigation for litigation 

sake.” In re Bicoastal Corp., 164 B.R. 1009, 1016 (Bankr. M.D. Fla. 1993). Compromises and 

settlements are looked upon favorably in bankruptcy cases because they “minimize costly litigation 

and further parties’ interests in expediting the administration of the bankruptcy estate.” Motors 

Liquidation Co., 555 B.R. 355, 364-65 (Bankr. S.D.N.Y. 2016) (citing Myers v. Martin (In re 

Martin), 91 F.3d 389, 393 (3d Cir. 1996)); see also Protective Comm. for Indep. Stockholders of 

TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968); Martin v. Kane (In re A&C 

Properties), 784 F.2d 1377, 1380-81 (9th Cir. 1986); 10 Collier on Bankruptcy ¶ 9019.01 (16th 

ed. 2017) (“Compromises are favored in bankruptcy.”). 

The inquiry need only determine whether the settlement falls below the lowest point of the 

range of reasonableness. See In re W.T. Grant Co., 699 F.2d 599, 608 (2d Cir.), cert. denied, sub 

nom., Cosoff v. Rodman, 464 U.S. 822 (1983). 

The United States Court of Appeals for the Eleventh Circuit has set forth four factors to 

assist bankruptcy courts in determining whether a settlement proposal meets the appropriate 

standard. These factors are as follows: 

a. the probability of success in the litigation; 

b. the difficulties, if any, to be encountered in the matter of collection; 

c. the complexity of the litigation involved, and the expense, inconvenience and delay 

necessarily attending it; and 

d. the paramount interest of the creditors and a proper deference to their reasonable 

views in the premises. 

Wallis v. Justice Oaks II, Ltd. (In re Justice Oaks II, Ltd.), 898 F.2d 1544, 1549 (11th Cir. 1990). 

See also Romagosa v. Thomas (In re Van Diepen, P.A.), 236 Fed. Appx. 498, 504 (11th Cir. 2007) 

(setting forth Justice Oaks factors and affirming bankruptcy court’s approval of settlement 

agreement). 

Appellate courts review a bankruptcy court’s approval of a settlement or compromise to 

determine whether there is a clear showing that the bankruptcy court abused its discretion. In re 

Van Diepen, P.A., 236 Fed. Appx. at 504; In re Bicoastal Corp., 164 B.R. at 1016 (stating “the 

Bankruptcy Court has broad discretion to approve a compromise.”). Moreover, “[t]he bankruptcy 

court is not required to rule on the merits, and must look only to the probabilities.” Id. Settlements 

or compromises should be approved unless they “fall below the lowest point in the range of 

reasonableness.” In re Bicoastal Corp., 164 B.R. at 1016. 

The Debtors believe and submit that as applied to the BETM Plan Settlement herein, the 

Justice Oaks factors weigh heavily in favor of approval of the terms and conditions of the BETM 

Plan Settlement. First, with regard to the “probability of success in litigation” and the “complexity 

of the litigation” factors, the Debtors, without the consent of BETM to use the Available Cash on 

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which BETM has senior Liens and Claims, the Debtors would not succeed in any litigation to 

compel BETM to allow such use. As to the “collection factor,” the Debtors do not believe it is 

relevant to the analysis of the BETM Plan Settlement. 

With regard to the final factor of “paramount interests of creditors,” the Debtors assert that 

it weighs heavily in favor of approving the BETM Plan Settlement and confirming the Plan. 

Without the BETM Plan Settlement, the Debtors would not be able to confirm the Plan and make 

Distributions to the holders of Agreed Senior Claims. In fact, the Debtors would be required to 

turnover all Available Cash to BETM and then either convert these Chapter 11 Cases to cases 

under Chapter 7 of the Bankruptcy Code or seek dismissal of these Chapter 11 Cases. In either 

situation, without the BETM Plan Settlement, no other creditors, namely the Settled 

Administrative Claims, would receive any Distribution. 

For the foregoing reasons, the Debtors submit that the BETM Plan Settlement satisfies the 

applicable Justice Oaks factors, falls well above the lowest point in the range of reasonableness, 

is fair and equitable, is in the best interest of all Creditors and, accordingly, should be approved 

upon and in connection with confirmation of the Plan. 

D. Distributions 

The Distributions will be made in accordance with the Plan by the Debtors, as applicable 

and as set forth herein. 

E. Liquidation and Dissolution of Debtors. 

On or after the Effective Date, the Reorganized Debtors shall have the power and authority 

to take any actions necessary in his discretion to dissolve the Debtors, including the filing of any 

documents with the secretary of state for the state in which such dissolved Debtor is formed 

without further order of the Bankruptcy Court or without the need for any corporate action. 

F. Preservation and Abandonment of Records.

After the Effective Date, the Debtors shall be authorized to preserve or abandon (with or 

without destruction) the Debtors’ books and records as deemed appropriate by the CRO in the 

exercise of his reasonable business judgment and without further order of the Court. 

G. Deadline for Filing Applications for Professional Fee Claims.

All parties seeking payment of Professional Fee Claims must file with the Bankruptcy 

Court a final application and/or an application for payment of reasonable fees and expenses under 

Bankruptcy Code section 503(b), as applicable, pursuant to the Court’s Disclosure Statement 

Order. 

H. Disallowance of Claims Without Further Order of the Court.

As of the Effective Date, any Scheduled Claim designated as disputed, contingent, or 

unliquidated in amount and for which a Proof of Claim has not been filed by the Creditor by the 

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applicable Bar Date shall be deemed Disallowed and expunged. All Scheduled Claims that 

correspond to a Proof of Claim filed by a particular Creditor by the applicable Bar Date shall be 

deemed to have been superseded by such later filed Proof of Claim, and the Scheduled Claim, 

regardless of priority, shall be expunged from the Claims register; provided however, that such 

proofs of Claim shall be subject to objection in accordance with Article VIII. 

I. Post-Effective Date Reports and Fees. 

Notwithstanding any other provisions of the Plan to the contrary, the Debtors shall pay the 

United States Trustee the appropriate sum required pursuant to 28 U.S.C. § 1930(a)(6), within 

fourteen (14) days of the entry of the order confirming the Plan, for pre-confirmation periods and 

simultaneously file all the monthly operating reports for the relevant periods, indicating the cash 

disbursements for the relevant period. The Debtors shall further pay the United States Trustee the 

appropriate sum required pursuant to 28 U.S.C. § 1930(a)(6), based upon all post-confirmation 

periods within the time period set forth in 28 U.S.C. § 1930(a)(6), based upon all post-confirmation 

disbursements made by the Debtors, until the earlier of the closing of this case by the issuance of 

a Final Decree by the Bankruptcy Court, or upon the entry of an Order by the Bankruptcy Court 

dismissing this case or converting this case to another chapter under the Bankruptcy Code, and the 

Debtors shall provide to the United States Trustee upon the payment of each post-confirmation 

payment, and concurrently filed with the Court, post-confirmation quarterly operating reports 

indicating all the cash disbursements for the relevant period. 

J. Preservation of Causes of Action. 

Except as otherwise provided in this Plan or in any contract, instrument, release, or 

agreement entered into in connection with the Plan, in accordance with Bankruptcy Code section 

1123(b), all Claims and Causes of Action that the Debtors or the Estates may have against any 

Person or Entity are preserved on and from and after the Effective Date, including, without 

limitation, any and all Causes of Action the Debtors, the Estates, or other appropriate party in 

interest may have or assert under Bankruptcy Code sections 502, 510, 522(f), 522(h), 541, 542, 

543, 544, 545, 547, 548, 549, 550, 551, 553 and 724(a). 

The Causes of Actions include the Debtors’ prosecution and/or defense of any Claim, 

Cause of Action or objections to Claim that the Debtors have commenced, may commence or 

become involved in against, or with, any Person or Entity which arises out of events related to the 

Debtors or their operations, either before or after the Petition Date, including but not limited to, 

any Claims or Causes of Action that the Debtors may have against pre-petition professionals, 

including law firms and lawyers, who represented the Debtors, provided services to the Debtors or 

were otherwise involved with the Debtors. 

UNLESS SPECIFICALLY PROVIDED FOR HEREIN, THE PLAN DOES NOT, 

AND IS NOT INTENDED TO, RELEASE ANY CAUSE OF ACTION OR OBJECTIONS 

TO CLAIMS, AND ALL SUCH RIGHTS ARE SPECIFICALLY RESERVED IN FAVOR 

OF THE DEBTORS. Creditors are advised that legal rights, claims and rights of action the 

Debtors may have against them, if they exist, are retained under the Plan for prosecution unless a 

specific order of the Bankruptcy Court authorizes the Debtors to release such claims. As such, 

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Creditors are cautioned not to rely on (i) the absence of the listing of any legal right, claim or right 

of action against a particular Creditor in the Disclosure Statement, the Plan, or the Schedules, or 

(ii) the absence of litigation or demand prior to the Effective Date of the Plan as any indication 

that the Debtors do not possess or do not intend to prosecute a particular claim or Cause of Action 

if a particular Creditor votes to accept the Plan. It is the expressed intention of the Plan to preserve 

rights, objections to Claims, and rights of action of the Debtors, whether now known or unknown, 

for the benefit of Debtors’ Estates. A Cause of Action shall not, under any circumstances, be 

waived as a result of the failure of the Debtors to describe such Cause of Action with specificity 

in the Plan or in the Disclosure Statement; nor shall the Debtors, as a result of such failure, be 

estopped or precluded under any theory from pursuing any such Cause of Action. Nothing in the 

Plan operates as a release of any Cause of Action. 

The Estates shall remain open, even if the Chapter 11 Cases shall have been closed, as to 

any and all objections to Claims and Causes of Action until such time as all objections to Claims 

and the Causes of Action have been fully administered and the recoveries therefrom have been 

received. 

K. Section 1146 Exemption from Certain Taxes and Fees. 

Pursuant to and to the extent set forth in Bankruptcy Code section 1146(a), any issuance, 

transfer, or exchange of a security, or the making or delivery of an instrument of transfer of 

property, pursuant to or in connection with this Plan shall not be subject to any Stamp or Similar 

Tax or governmental assessment in the United States or by any other Governmental Unit, and the 

Confirmation Order shall direct the appropriate federal, state or local (domestic or foreign) 

governmental officials or agents to forgo the collection of any such Stamp or Similar Tax or 

governmental assessment and to accept for filing and recordation instruments or other documents 

evidencing such action or event without the payment of any such Stamp or Similar Tax or 

governmental assessment. Such exemption specifically applies, without limitation, to all actions, 

agreements and documents necessary to evidence and implement the provisions of, transactions 

contemplated by and the distributions to be made under this Plan. 

L. Closing of the Chapter 11 Cases. 

Notwithstanding anything to the contrary in the Bankruptcy Rules or Local Rules of the 

Bankruptcy Court providing for earlier closure of the Chapter 11 Cases, when the Debtors’ 

Available Cash has been distributed in accordance with the Plan, or at such earlier time as the 

Debtors deem appropriate, the Debtors shall seek authority from the Bankruptcy Court to close the 

Chapter 11 Cases in accordance with the Bankruptcy Code and the Bankruptcy Rules. 

ARTICLE VII 

 PROVISIONS GOVERNING DISTRIBUTIONS 

A. Manner of Cash Payments Under the Plan. 

Any Distribution pursuant to the Plan, to the extent posted in the United States mail, shall 

be deemed made when deposited by the Debtors (or their respective agent(s)), as applicable, into 

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the United States mail, or paid by wire transfer. At the option of the Debtors any Cash payment 

to be made pursuant to the Plan shall be made, at the election of the Debtors by check drawn on a 

domestic bank, by wire transfer, or by ACH, from a domestic bank, or other method mutually 

agreed upon by the holder of the Allowed Claim or Allowed Equity Interest and the Debtors. 

Whenever any Distribution to be made under the Plan shall be due on a day other than a Business 

Day, such Distribution shall instead be made, without interest, on the immediately succeeding 

Business Day, but shall be deemed to have been made on that due date. 

B. Delivery of Distributions

Subject to Bankruptcy Rule 9010 and except as otherwise provided herein, Distributions 

to the holders of Allowed Claims and Equity Interests shall be made by the Distribution Agent at 

(a) the address of each holder as set forth in the Schedules, unless superseded by the address set 

forth on proofs of Claim filed by such holder or (b) the last known address of such holder if no 

Proof of Claim is filed or if the Debtors, as applicable, have not been notified in writing of a change 

of address. 

C. Undeliverable and Unclaimed Distributions

In the event that any Distribution to any holder of an Allowed Claim made by the Debtors, 

as applicable is returned as undeliverable, the Debtors, as applicable, shall use commercially 

reasonable efforts to determine the current address of each holder, but no Distribution to such 

holder shall be made unless and until the Debtors, as applicable, have determined the then current 

address of such holder; provided, however, that all Distributions to holders of Allowed Claims 

made by the Debtors, as applicable, that are unclaimed for a period of ninety (90) days after the 

date of the first attempted Distribution shall have its, his or her Claim for such undeliverable 

Distribution deemed satisfied and will be forever barred from asserting any such Claim against the 

Debtors, as applicable, or their property. Any Distributions which are undeliverable or have not 

been negotiated within the time set forth above shall be deemed unclaimed property under section 

347(b) of the Bankruptcy Code and revested in the particular Debtor, as applicable, and redistributed in accordance with the terms of this Plan. The Debtors shall have no further obligation 

to make any Distribution to the holder of such Claim on account of such Claim, and any entitlement 

of any holder of such Claim to any such Distributions shall be extinguished and forever barred. 

D. Compliance with Tax Requirements

In connection with the Plan, to the extent applicable, the Debtors shall comply with all 

federal, state or local withholding taxes or other amounts required to be withheld under applicable 

law shall be deducted from Distributions pursuant to the Plan. The Debtors may withhold from 

any Distributions under and pursuant to the Plan to any Person or Entity any and all amounts, 

determined in the reasonable discretion of the Debtors required to be withheld by any law, 

regulation, rule, ruling, directive, or other governmental requirement; provided, however, that the 

Debtors shall not make any such withholdings described in this paragraph (other than routine tax 

withholdings with respect to employee-related claims (if any)) from any payment or Distribution 

on account of Claims or Equity Interests without first filing a notice with the Court (and serving 

such notice on the holder of the Claim or Equity Interest) describing the nature and amount of the 

proposed withholding and providing such holder an opportunity to object. All such amounts 

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withheld and paid to the appropriate taxing authority shall be treated as amounts distributed to 

such holders of the Claims and/or Equity Interests. The Debtors shall be authorized to collect such 

tax information from the holders of Claims and/or Equity Interests (including social security 

numbers or other tax identification numbers) as it in its sole discretion deems necessary to 

effectuate the Plan. In order to receive Distributions under the Plan, all holders of Claims and 

Equity Interests will need to identify themselves to the Debtors and provide all tax information the 

Debtors deem appropriate (including completing the appropriate Form W-8 or Form W-9, as 

applicable to each holder). The Debtors may refuse to make a Distribution to any holder of a 

Claim or Equity Interest that fails to furnish such information within the time period specified by 

the Debtors, and such Distribution shall be deemed an unclaimed Distribution under the Plan, and, 

provided further that, if the Debtors fail to withhold in respect of amounts received or distributable 

with respect to any such holder and the Debtors are later held liable for the amount of such 

withholding, such holder shall reimburse the Debtors for such liability. Notwithstanding any other 

provision of the Plan, each holder of an Allowed Claim or Allowed Equity Interest that is to receive 

a Distribution under the Plan shall have the sole and exclusive responsibility for the satisfaction 

and payment of any tax obligations imposed by any governmental unit. 

E. No Payments of Fractional Dollars

Notwithstanding any other provision of the Plan to the contrary, no payment of fractional 

dollars shall be made pursuant to the Plan. Whenever any payment of a fraction of a dollar under 

the Plan would otherwise be required, the actual Distribution made shall reflect a rounding down 

of such fraction to the nearest whole dollar. 

F. Interest on Claims 

Except as specifically provided for in this Plan or the Confirmation Order or required by 

the Bankruptcy Code, interest shall not accrue on Claims and no holder of a Claim shall be entitled 

to interest on any Claim accruing on or after the Petition Date. Interest shall not accrue on any 

General Unsecured Claim that is a Disputed Claim in respect of the period from the Effective Date 

to the date a final Distribution is made thereon if and after that Disputed Claim becomes an 

Allowed Claim. Except as expressly provided in any Plan or in an order of the Bankruptcy Court, 

no prepetition Claim shall be Allowed to the extent that it is for post-petition interest or similar 

charges. 

G. No Distribution in Excess of Allowed Amount of Claim

Notwithstanding anything to the contrary contained in the Plan, no holder of an Allowed 

Claim shall receive in respect of that Claim any Distribution in excess of the Allowed amount of 

such Claim. 

H. Setoffs and Recoupment

The Debtors, as applicable, may setoff against, or recoup from, any Claim and the 

Distributions to be made pursuant to the Plan in respect thereof, any Claims or defenses of any 

nature whatsoever that such Debtor, as applicable, or the Estate may have against the holder of 

such Claim, but neither the failure to do so nor the allowance of any Claim under such Plan shall 

constitute a waiver or release by such Debtor, as applicable, or such Estate of any right of setoff 

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35 

or recoupment that any of them may have against the holder of any Claim. Any such setoffs or 

recoupments may be challenged in Bankruptcy Court. Notwithstanding any provision in any Plan 

to the contrary, nothing herein or in a Plan shall bar any creditor from asserting its setoff or 

recoupment rights to the extent permitted under section 553 or any other provision of the 

Bankruptcy Code; provided, however, that such setoff or recoupment rights are timely asserted; 

provided further that all rights of the Debtors, as applicable, and the Estates with respect thereto 

are reserved. 

I. De Minimis Distributions

Notwithstanding anything to the contrary in the Plan, the Debtors shall not be required to 

make a Distribution to any Creditor if the dollar amount of the Distribution is less than $10 or 

otherwise so small that the cost of making that Distribution exceeds the dollar amount of such 

Distribution. 

J. Distributions in Satisfaction; Allocation

Except for the obligations expressly imposed by the Plan and the property and rights 

expressly retained under the Plan, if any, the Distributions and rights that are provided in the Plan 

shall be in complete satisfaction and release of all Claims against, liabilities in, Liens on, 

obligations of and Equity Interests in the Debtors and their Estates, whether known or unknown, 

that arose or existed prior to the Effective Date. Distributions received in respect of Allowed 

Claims will be allocated first to the principal amount of such Claims, with any excess allocated to 

unpaid accrued interest (if any). 

K. No Distributions on Late-Filed Claims 

Except as otherwise provided in a Final Order of the Bankruptcy Court, any Claim as to 

which a Proof of Claim was required to be filed and was first filed after the applicable bar date in 

these Chapter 11 Cases, including, without limitation, the General Bar Date and any bar date 

established in the Plan or in the Confirmation Order, shall automatically be deemed a late-filed 

Claim that is disallowed in the Chapter 11 Cases, without the need for (a) any further action by the 

Debtors, as applicable, (b) an order of the Bankruptcy Court. Nothing in this paragraph is intended 

to expand or modify the applicable bar dates or any orders of the Bankruptcy Court relating thereto. 

ARTICLE VIII 

DISPUTED CLAIMS 

A. Resolution of Disputed Claims 

The Debtors, as applicable, shall have the right to make and file objections to Claims in the 

Bankruptcy Court. Unless otherwise ordered by the Bankruptcy Court after notice and a hearing, 

all Disputed Claims shall be subject to the exclusive jurisdiction of the Bankruptcy Court. 

B. Objection Deadline 

All objections to Claims shall be filed no later than the date set by the Disclosure Statement 

Order, unless otherwise ordered by the Bankruptcy Court after notice and a hearing, with notice 

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36 

only to those parties entitled to notice in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002. 

C. Estimation of Claims 

At any time, each Debtor, as applicable, may request that the Bankruptcy Court estimate 

any contingent or unliquidated Claim to the extent permitted by section 502(c) of the Bankruptcy 

Code regardless of whether such Debtor or Reorganized Debtor, as applicable, has previously 

objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the 

Bankruptcy Court shall have jurisdiction to estimate any Claim at any time during litigation 

concerning any objection to such Claim, including during the pendency of any appeal relating to 

any such objection. If the Bankruptcy Court estimates any contingent or unliquidated Claim, that 

estimated amount shall constitute either the Allowed amount of such Claim or a maximum 

limitation on the Claim, as determined by the Bankruptcy Court. If the estimated amount 

constitutes a maximum limitation on the Claim, the respective Debtor or Reorganized Debtor, as 

applicable, may elect to pursue supplemental proceedings to object to the ultimate allowance of 

the Claim. All of the aforementioned Claims’ objection, estimation and resolution procedures are 

cumulative and not exclusive of one another. Claims may be estimated and subsequently 

compromised, settled, withdrawn or resolved by any mechanism approved by the Bankruptcy 

Court. 

D. No Distributions Pending Allowance; Disputed Claims Reserve 

Notwithstanding any other provision in the Plan, no Distributions shall be made under the 

Plan on account of any Disputed Claim until it becomes an Allowed Claim. To protect the interests 

of holders of Disputed Claims, the Debtors shall reserve an amount that represents the Disputed 

Claim (or portion thereof) that would otherwise be distributed to the holder of each Disputed Claim 

(or portion thereof) if such Disputed Claim was Allowed in the amount set forth on the holder’s 

Proof of Claim or as estimated by the Bankruptcy Court. As soon as practicable after a Disputed 

Claim becomes an Allowed Claim, the holder of such Allowed Claim shall receive from a 

Distribution in an amount equal to the Distribution that such holder would have received had such 

Disputed Claim been an Allowed Claim on the Effective Date. If and when a Disputed Claim or 

any portion thereof becomes a Disallowed Claim, the Distributions that would otherwise be made 

thereon shall be available for Distribution to holders of Allowed Claims or Equity Interests 

pursuant to the Plan. 

ARTICLE IX 

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 

A. General Provisions. 

All executory contracts and unexpired leases of the Debtors shall be deemed rejected as of 

the Effective Date, unless a particular executory contract or unexpired lease (i) has previously been 

assumed or rejected pursuant to an order of the Bankruptcy Court or applicable provisions of the 

Bankruptcy Code, (ii) has expired or otherwise terminated pursuant to its terms, or (iii) is the 

subject of a separate assumption motion filed by one of the Debtors under Bankruptcy Code section 

365. 

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37 

B. Notice of Deemed Rejection.

Any party to an executory contract or unexpired lease that was previously rejected pursuant 

to an order of the Bankruptcy Court or applicable provisions of the Bankruptcy Code and failed to 

timely file a Claim for damages from such rejection pursuant to the deadlines established in the 

Rejection/Termination Orders shall be deemed to have waived any Claim in connection with the 

rejection and/or termination of such contract or lease. 

ARTICLE X 

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE 

A. Conditions Precedent to the Effective Date. 

The Effective Date shall not occur and no obligations under the Plan shall come into 

existence unless each of the following conditions is met or, alternatively, are waived by the 

Debtors. 

(a) The Confirmation Order shall have become a Final Order and such order shall not 

have been amended, modified, vacated, stayed, or reversed; 

(b) All asserted Administrative Claims, other than the Settled Administrative Claims, 

shall have been resolved by a Final Order of the Court in a manner acceptable to BETM; 

(c) All asserted Priority Claims and Priority Tax Claims, other than the Settled Priority 

Tax Claims, shall have been resolved by a Final Order of the Court in a manner acceptable to 

BETM; 

(d) All documents contemplated by this Plan to be executed and delivered on or before 

the Effective Date shall have been executed and delivered; 

(e) There shall be no stay or injunction in effect with respect to the Confirmation Order; 

and 

(f) The Plan Documents shall be in a form and substance reasonably acceptable to the 

Debtors, and have been duly executed and delivered; provided, however, that no party to any such 

agreements and instruments, may unreasonably withhold its execution and delivery of such 

documents to prevent this condition precedent from occurring. 

B. Waiver of Conditions Precedent. 

Notwithstanding the foregoing conditions, the Debtors reserve, in their sole discretion, but 

with the consent of BETM as applicable, the right to waive the occurrence of any condition 

precedent or to modify any of the foregoing conditions precedent. Any such written waiver of a 

condition precedent set forth in this Plan may be effected at any time, without notice, without leave 

or order of the Bankruptcy Court, and without any formal action other than proceeding to 

consummate the Plan. Any actions required to be taken on the Effective Date or Confirmation 

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Date (as applicable) shall take place and shall be deemed to have occurred simultaneously, and no 

such action shall be deemed to have occurred prior to the taking of any other such action. 

ARTICLE XI 

EFFECT OF CONFIRMATION; INJUNCTION, EXCULPATION 

AND RELATED PROVISIONS 

A. Settlement, Compromise, and Release of Claims and Equity Interests 

Pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, and in 

consideration for the Distributions and other benefits provided pursuant to the Plan, the provisions 

of the Plan shall constitute a good faith compromise of all Claims and Equity Interests. The entry 

of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or 

settlement of all Claims and Equity Interests, as well as a finding by the Bankruptcy Court that 

such compromises or settlements are fair, equitable, reasonable and in the best interests of the 

Debtor, the Estate and holders of Claims and Equity Interests. 

B. Plan Injunction. 

Except as otherwise expressly provided for in the Plan or in obligations issued 

pursuant to the Plan, all Persons and Entities are permanently enjoined, on and after the 

Effective Date, on account of any Claim or Equity Interest, from: (i) commencing or 

continuing in any manner any action or other proceeding of any kind against the Debtors, 

their Estates and their successors and assigns and its assets and properties; (ii) enforcing, 

determining, attaching, collecting or recovering by any manner or means any liability, claim, 

judgment, award, decree or order against the Debtors and their Estates, and their successors 

and assigns and their assets and properties; (iii) creating, perfecting or enforcing any 

encumbrance of any kind against the Debtors, and their Estates and their successors and 

assigns and their assets and properties; and (iv) commencing or continuing in any manner 

any action or other proceeding of any kind in respect of any Claim or Equity Interest or 

Cause of Action released or settled hereunder, provided however, that nothing in the Plan or 

Confirmation Order shall constitute a waiver of any rights or defenses of such persons with 

respect to such actions, provided, further, that such injunction shall neither bar any entity 

from asserting any defense in an action commenced by or on behalf of the Debtors, nor 

prohibit any entity from asserting any right expressly preserved or contemplated by the 

Plan; provided, furthermore, that nothing contained in the Plan or Confirmation Order shall 

preclude the IRS from pursuing an action against any entity, or preclude any governmental 

entity from pursuing a criminal, police or regulatory action against any entity. Nothing 

herein shall be construed as enjoining any party’s prosecution or defense of any appeal of 

any order entered by the Bankruptcy Court in these Chapter 11 Cases. 

C. All Distributions Received in Full and Final Satisfaction. 

Except as otherwise set forth herein, all payments and all Distributions to be made in 

accordance with the Plan on account of Claims (including Administrative Claims) shall be received 

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in full and final satisfaction, settlement, and release of the Estates’ obligations for such Claims as 

against the Debtors and their property and the Estates. 

D. No Discharge of Debtors. 

Pursuant to section 1141(d)(3) of the Bankruptcy Code, Confirmation of the Plan will not 

discharge Claims against the Debtors; provided, however, that no Holder of any Claim or Equity 

Interest may, on account of such Claim or Equity Interest, seek or receive any payment or other 

Distribution from, or seek recourse against any of the Estates, and/or their respective successors, 

assigns and/or property, except as expressly provided in the Plan. 

E. No Modification of Res Judicata Effect. 

The provisions of this Article XI are not intended, and shall not be construed, to modify 

the res judicata effect of any order entered in the Chapter 11 Cases, including, without limitation, 

the Confirmation Order, the DIP Financing/Cash Collateral Orders, and any order finally 

determining Professional Fee Claims to any Professional. 

F. Exculpation. 

Notwithstanding anything herein to the contrary, the Exculpated Parties shall neither 

have nor incur any liability to any Person or Entity for any and all Claims and Causes of 

Action arising on or after the Petition Date up through the time these Chapter 11 Cases are 

closed, involving or relating to any act taken or omitted to be taken in connection with, or 

related to, prosecuting these Chapter 11 Cases, formulating, negotiating, preparing, 

disseminating, implementing, or administering any aspect of these Chapter 11 Cases, 

including the sale of property of the Estate, distributing property of the Estate or related in 

any way to any other contract, instrument, release or other agreement or document created 

or entered into in connection with these Chapter 11 Cases, the Plan or any other post-petition 

act taken or omitted to be taken in connection with or in contemplation of the administration 

of the Estate; provided, however, that the foregoing provisions of this paragraph shall have 

no effect on the liability of any person that results from any such act or omission that is 

determined to have constituted gross negligence, willful misconduct, or fraud; provided 

further, that nothing contained in the Confirmation Order shall preclude any governmental 

entity from pursuing a criminal, police or regulatory action against any entity. 

G. Limitations on Exculpation. 

Nothing in this Plan shall be construed to release or exculpate any Person from, or 

require indemnification of, any Person against losses arising from criminal conduct, 

intentional unauthorized misuse of confidential information that causes damages, or limit 

the liability of the professionals of the Debtors to the Debtors pursuant to Rule 4-1.8(h) of 

the Florida Rules of Professional Conduct (“Limiting Liability for Malpractice”). 

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ARTICLE XII 

RETENTION OF JURISDICTION BY BANKRUPTCY COURT 

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective 

Date, the Bankruptcy Court shall, after the Effective Date, retain such jurisdiction over the Chapter 

11 Cases and all Persons and Entities with respect to all matters related to these Chapter 11 Cases, 

the Debtors and the Plan as is legally permissible, including, without limitation, jurisdiction to: 

(i) allow, disallow, determine, liquidate, classify, estimate or establish the 

priority or secured or unsecured status of any Claim against or liability of the Debtors, including 

the resolution of any request for payment of any Administrative Claim and the resolution of any 

and all objections to the allowance or priority of Claims; 

(ii) grant, deny or otherwise resolve any and all applications of Professionals or 

Persons retained in these Chapter 11 Cases by the Debtors for allowance of compensation or 

reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan, for periods 

ending on or before the Effective Date; 

(iii) resolve any matters related to the assumption, assignment or rejection of 

any executory contract or unexpired leases to which the Debtors are a party or with respect to 

which the Debtors may be liable and to hear, determine and, if necessary, liquidate, any Claims 

arising therefrom; 

(iv) ensure that Distributions to holders of Allowed Claims and Equity Interests 

are accomplished pursuant to the provisions of the Plan, including by resolving any disputes 

regarding, as applicable, the Debtors’ entitlement to recover assets held by third parties; 

(v) decide, adjudicate or resolve any motions, contested or litigated matters and 

any other matters, including all Causes of Action, and grant or deny any applications involving the 

Debtors that may be pending on the Effective Date or filed after the Effective Date; 

(vi) enter such orders as may be necessary or appropriate to implement or 

consummate the provisions of the Plan and all other contracts, instruments, releases, indentures 

and other agreements or documents adopted in connection with the Plan or the Disclosure 

Statement; 

(vii) issue injunctions, enforce them, enter and implement other orders or take 

such other actions as may be necessary or appropriate to restrain interference by any Entity with 

the Effective Date or enforcement of the Plan, except as otherwise provided in the Plan; 

(viii) enforce Articles within this Plan; 

(ix) resolve any cases, controversies, suits or disputes with respect to the 

exculpation, injunction and other provisions contained in Article XI, and enter such orders as may 

be necessary or appropriate to implement or enforce all such releases, injunctions and other 

provisions; 

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(x) enter and implement such orders as necessary or appropriate if the 

Confirmation Order is modified, stayed, reversed, revoked or vacated; 

(xi) resolve any other matters that may arise in connection with or related to the 

Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, 

indenture or other agreement or document adopted in connection with the Plan or the Disclosure 

Statement; and 

(xii) enter an order and a Final Decree closing these Chapter 11 Cases. 

ARTICLE XIII 

MISCELLANEOUS PROVISIONS 

A. Modification of Plan 

 Subject to the limitations contained in the Plan, the Debtors reserve the right in their sole 

discretion, in accordance with the Bankruptcy Code and the Bankruptcy Rules to amend or modify 

the Plan prior to the entry of the Confirmation Order, including amendments or modifications to 

satisfy section 1129(b) of the Bankruptcy Code; provided, however, that (1) any pre-Confirmation 

Date amendments shall not materially or adversely affect the interests, rights or treatment of any 

Allowed Claims or Equity Interests under the Plan; and (2) after the entry of the Confirmation 

Order, the Debtors may, upon order of the Bankruptcy Court, amend or modify the Plan, in 

accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or 

reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the 

purpose and intent of the Plan. 

B. Revocation of Plan 

 The Debtors reserve the right in their sole discretion to revoke or withdraw the Plan prior 

to the entry of the Confirmation Order, and to file subsequent chapter 11 plans. If the Debtors 

revoke or withdraws the Plan or if entry of the Confirmation Order or the Effective Date does not 

occur, then: (1) the Plan shall be null and void in all respects; and (2) nothing contained in the Plan 

shall: (a) constitute a waiver or release of any Claims by or against, or any Equity Interests in, the 

Debtors or any other Entity; (b) prejudice in any manner the rights of either of the Debtors or any 

other Entity; or (c) constitute an admission of any sort by either of the Debtors or any other Entity. 

C. Binding Effect 

On the Effective Date, the provisions herein shall bind any holder of a Claim against, or 

present or former direct or indirect holder of an Equity Interest in, the Debtors and such holder’s 

respective successors and assigns, whether or not the Claim or Equity Interest of such holder is 

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42 

Impaired under the Plan, whether or not such holder has accepted the Plan and whether or not such 

holder is entitled to a Distribution under the Plan. 

D. Successors and Assigns 

The rights, benefits and obligations of any Entity named or referred to herein shall be 

binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign 

of such Entity. 

E. Governing Law 

Except to the extent that the Bankruptcy Code or Bankruptcy Rules apply, unless otherwise 

stated, and subject to the provisions of any contract, instrument, release, indenture or other 

agreement or document entered into in connection herewith, the rights and obligations arising 

hereunder shall be governed by, and construed and enforced in accordance with, the laws of the 

State of Florida without giving effect to the principles of conflict of laws thereof. 

F. Severability. 

Should any provision in this Plan be determined to be unenforceable, such determination 

shall in no way limit or affect the enforceability and operative effect of any or all other provisions 

of this Plan. 

G. Regulatory Approval. 

No regulatory approval is necessary for confirmation of this Plan. 

H. Reservation of Rights 

The Plan shall have no force or effect unless and until the Effective Date occurs. Neither 

the filing of the Plan, any statement or provision contained herein, nor the taking of any action by 

the Debtors or any Entity with respect to the Plan shall be or shall be deemed to be an admission 

or waiver of any rights of: (1) the Debtors with respect to the holders of Claims or Equity Interests 

or other parties-in-interest; or (2) any holder of a Claim or other party-in-interest prior to the 

Effective Date. 

I. Section 1125(e) Good Faith Compliance 

Confirmation of the Plan shall act as a finding by the Bankruptcy Court that the Debtors 

have acted in “good faith” under sections 1125(e) and 1129(a)(3) of the Bankruptcy Code. 

J. Further Assurances 

The Debtors, all holders of Claims receiving Distributions hereunder, and all other parties 

in interest shall, from time to time, prepare, execute and deliver any agreements or documents and 

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43 

take any other actions as may be necessary or advisable to effectuate the provisions and intent of 

the Plan or the Confirmation Order. 

K. Service of Documents 

Any pleading, notice or other document required herein to be served on or delivered to the 

Debtors shall be sent by both email and first class, certified U.S. mail, postage prepaid as follows: 

To the Debtors: VENABLE, LLP 

Attn: Paul J. Battista, Esq. 

Attn: Mariaelena Gayo-Guitian, Esq. 

100 SE 2nd Street, 44th Floor 

Miami, FL 33131 

Telephone: (305) 349-2300 

 Email: pjbattista@venable.com

 Email: mguitian@venable.com

L. Filing of Additional Documents 

On or before the Effective Date, the Debtors may file with the Bankruptcy Court all 

agreements and other documents that may be necessary or appropriate to effectuate and further 

evidence the terms and conditions hereof. 

M. No Stay of Confirmation Order 

The Debtors shall request that the Court waive stay of enforcement of the Confirmation 

Order otherwise applicable, including pursuant to Federal Rules of Bankruptcy Procedure 3020(e), 

6004(h) and 7062. 

N. Bankruptcy Rule 9019 Request; Impact 

The Plan, including the Plan Documents or other Plan Document, may provide for one or 

more compromises or settlements. Pursuant to Bankruptcy Rule 9019, the Debtors hereby request 

approval of all compromises and settlements included in the Plan, and entry of the Confirmation 

Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of any 

such compromise or settlement. 

ARTICLE XIV 

CONCLUSION 

The Debtors assert that confirmation of the Plan is in the best interests of all holders of 

Allowed Claims and Equity Interests and urge all such holders to review the Plan and the 

Disclosure Statement in their entirety and then to vote to accept the Plan. 

 

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44 

Dated: April 14, 2023 

 Liberty Power Holdings, LLC 

By: /s/ Bob Butler 

Chief Restructuring Officer 

Liberty Power Holdings, LLC 

LPT, LLC 

By: /s/ Bob Butler 

Chief Restructuring Officer 

LPT, LLC 

Liberty Power Maryland, LLC 

By: /s/ Bob Butler 

Chief Restructuring Officer 

Liberty Power Maryland, LLC 

Liberty Power District of Columbia, LLC 

By: /s/ Bob Butler 

Chief Restructuring Officer 

Liberty Power District of Columbia, LLC 

VENABLE, LLP. 

Attorneys for the Debtors 

100 S.E. Second Street, 

44th Floor 

Miami, FL 33131 

Telephone: (305) 349-2300 

 By: /s/ Paul J. Battista 

Paul J. Battista, Esq. Fla. 

Bar No. 884162 

Email: pjbattista@venable.com

Mariaelena Gayo-Guitian, Esq. 

Fla. Bar No. 0813818 

Email: mguitian@venable.com

Heather L. Harmon, Esq. 

Fla. Bar No. 013192 

mlheather@venable.com

 

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EXHIBIT “2”

CLAIMS REGISTER

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Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

105 LPH

Commonwealth of Massachusetts by and through Attorney General Maura Healey Government Non-Tax GUC

None - Claim was waived pursuaECF No. 751 

110 LPH Commonwealth of Pennsylvania - Public Utility Commission Government Non-Tax GUC

Allow as a Class 7 General UnseClaim 

6 LPH Commonwealth of Pennsylvania - Public Utility Commission Government Non-Tax GUC

None - Claim was Amended by CNumber 110 

9 LPH Commonwealth of Pennsylvania - Public Utility Commission Government Non-Tax GUC

None - Claim was Amended by CNumber 110 

103 LPH Massachusetts Department of Energy Resources Government Non-Tax GUC

None - Claim was waived pursuaECF No. 751 

101 LPH Massachusetts Department of Environmental Protection Government Non-Tax GUC

None - Claim was waived pursuaECF No. 751 

104 LPH Massachusetts Department of Environmental Protection Government Non-Tax GUC

None - Claim was waived pursuaECF No. 751 

98 LPH Massachusetts Department of Environmental Protection Government Non-Tax GUC

None - Claim was waived pursuaECF No. 751 

134 LPH Office of the Illinois Attorney General Government Non-Tax

GUC - Subordinated

Allow as a Class 8 Subordinated Unsecured Claim of the Illinois AtGeneral pursuant to ECF No. 783 

99 LPH Office of the Illinois Attorney General Government Non-Tax GUC

Allow as a Class 7 General UnseClaim pursuant to ECF No. 783 

102 LPH

Rhode Island Commerce Corporation as administrator of the RI Renewable Energy Fund Government Non-Tax GUC

None - Claim was waived pursuaECF No. 545 

3 LPDC Boston Energy Trading & Marketing LLC Lender Secured

Allow as a Class 4 Secured Claim Boston Energy Trading and MarkLLC 

3 LPT Boston Energy Trading & Marketing LLC Lender Secured

Allow as a Class 4 Secured Claim Boston Energy Trading and MarkLLC 

4 LPMD Boston Energy Trading & Marketing LLC Lender Secured

Allow as a Class 4 Secured Claim Boston Energy Trading and MarkLLC 

55 LPH Boston Energy Trading & Marketing LLC Lender Secured

Allow as a Class 4 Secured Claim Boston Energy Trading and MarkLLC 

82 LPH David Hernandez Lender Secured

None - Claim was waived pursuaECF No. 871 (approval pending) 

63 LPH Martin Halpern Lender Secured

None - Claim was waived pursuaECF No. 871 (approval pending) 

2 LPDC Shell Energy North America (US), L.P. Lender Secured

Allow as a Class 5 Secured Claim Shell Energy North America (US)

2 LPMD Shell Energy North America (US), L.P. Lender Secured

Allow as a Class 5 Secured Claim Shell Energy North America (US)

2 LPT Shell Energy North America (US), L.P. Lender Secured

Allow as a Class 5 Secured Claim Shell Energy North America (US)

50 LPH Shell Energy North America (US), L.P. Lender Secured

Allow as a Class 5 Secured Claim Shell Energy North America (US)

Page 1 of 13

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Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

17 LPH BLT Steak LLC and BLT Fish LLC, as Class Representatives Litigation GUC

Object - Excessive, unsubstantiatlacks merit 

4 LPH

Jason Mendoza, individually, and on behalf of all similarly situated former employees Litigation Priority Wage

Object - the Debtors are not an "Employer" under the WARN Act USC §2101(a)(1)) 

47 LPH

Jeneshia Washington-Hughes, on behalf of herself and all others similarly situated Litigation GUC

Object - Excessive, unsubstantiatlacks merit 

45 LPH Lynne Rhodes, individually and on behalf of all others similarly situated Litigation Admin

None - Claim withdrawn pursuant No. 518 

128 LPH Lyria OBrien Litigation Admin

Object - Motion for Administrative Pending. Debtors intend to objecset the Motion for hearing. 

126 LPH Lyria OBrien and Shawn OBrien Litigation Admin

Object - Motion for Administrative Pending. Debtors intend to objecset the Motion for hearing. 

44 LPH Samuel Katz, individually and on behalf of all others similarly situated Litigation GUC

Object - Excessive, unsubstantiatlacks merit 

1 LPDC Stainless & Nickel Alloy Piping Products Other GUC

None - Claim withdrawn pursuant No. 748 

1 LPMD Stainless & Nickel Alloy Piping Products Other GUC

None - Claim withdrawn pursuant No. 748 

1 LPT Stainless & Nickel Alloy Piping Products Other GUC

None - Claim withdrawn pursuant No. 748 

46 LPH Stainless & Nickel Alloy Piping Products Other GUC

None - Claim withdrawn pursuant No. 748 

4 LPT The Hanover Insurance Company Other GUC

Object - Duplicate of Claim 6 in thof Liberty Power Maryland 

40 LPH The Hanover Insurance Company Other Secured

Allow as a Class 2 Secured Claim Hanover Insurance Company 

40 LPH The Hanover Insurance Company Other GUC

Allow as a Class 7 General UnseClaim 

5 LPMD The Hanover Insurance Company Other GUC

Object - Duplicate of Claim 6 in thof Liberty Power Maryland 

5 LPDC The Hanover Insurance Company Other GUC

Allow as a Class 7 General UnseClaim 

5 LPT The Hanover Insurance Company Other GUC

Allow as a Class 7 General UnseClaim 

6 LPMD The Hanover Insurance Company Other GUC

Allow as a Class 7 General UnseClaim 

117 LPH Altium Packaging

Rejection Damage - Customer GUC

Object - Duplicate of Claim 119 in estate of Liberty Power Holdings, 

119 LPH Altium Packaging

Rejection Damage - Customer GUC

Allow as a Class 7 General UnseClaim 

121 LPH GNHWPCA

Rejection Damage - Customer GUC

Allow as a Class 7 General UnseClaim 

7 LPDC GNHWPCA

Rejection Damage - Customer GUC

Object - Duplicate of Claim 121 in estate of Liberty Power Holdings, 

8 LPMD GNHWPCA

Rejection Damage - Customer GUC

Object - Duplicate of Claim 121 in estate of Liberty Power Holdings, 

Page 2 of 13

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 121 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 120 of 134
Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

9 LPT GNHWPCA

Rejection Damage - Customer GUC

Object - Duplicate of Claim 121 in estate of Liberty Power Holdings, 

112 LPH Gorton's Inc

Rejection Damage - Customer GUC

Allow as a Class 7 General UnseClaim 

114 LPH Hebrew Home of Greater Washington, Inc.

Rejection Damage - Customer GUC

Allow as a Class 7 General UnseClaim 

6 LPDC Hebrew Home of Greater Washington, Inc.

Rejection Damage - Customer GUC

Object - Duplicate of Claim 114 in estate of Liberty Power Holdings, 

7 LPMD Hebrew Home of Greater Washington, Inc.

Rejection Damage - Customer GUC

Object - Duplicate of Claim 114 in estate of Liberty Power Holdings, 

8 LPT Hebrew Home of Greater Washington, Inc.

Rejection Damage - Customer GUC

Object - Duplicate of Claim 114 in estate of Liberty Power Holdings, 

120 LPH Manoj Kumar Tripathy

Rejection Damage - Customer GUC

Allow as a Class 7 General UnseClaim 

120 LPH Manoj Kumar Tripathy

Rejection Damage - Customer Priority Tax

Object - Improperly filed as a PrioClaim. Propose to reclassify and a Class 7 General Unsecured Cla

120 LPH Manoj Kumar Tripathy

Rejection Damage - Customer

Unspecified Priority

Object - Improperly filed as a PrioClaim. Propose to reclassify and a Class 7 General Unsecured Cla

113 LPH Purity Services Inc

Rejection Damage - Customer GUC

Allow as a Class 7 General UnseClaim 

116 LPH Sea Research Foundation, Inc. d/b/a Mystic Aquarium

Rejection Damage - Customer GUC

Allow as a Class 7 General UnseClaim 

10 LPT syncreon Technology (USA) LLC

Rejection Damage - Customer GUC

Object - Duplicate of Claim 124 in estate of Liberty Power Holdings, 

124 LPH syncreon Technology (USA) LLC

Rejection Damage - Customer GUC

Allow as a Class 7 General UnseClaim 

8 LPDC syncreon Technology (USA) LLC

Rejection Damage - Customer GUC

Object - Duplicate of Claim 124 in estate of Liberty Power Holdings, 

9 LPMD syncreon Technology (USA) LLC

Rejection Damage - Customer GUC

Object - Duplicate of Claim 124 in estate of Liberty Power Holdings, 

118 LPH Atlas Commodities II Retail Energy, LLC d/b/a Atlas Retail Energy

Rejection Damage - Sales Channel GUC

Allow as a Class 7 General UnseClaim 

127 LPH Eppendorf Holding Inc.

Rejection Damage - Sales Channel GUC

Allow as a Class 7 General UnseClaim 

125 LPH Kevin J. Cobb & Associates, Inc. d/b/a Quest Energy Solutions

Rejection Damage - Sales Channel GUC

Allow as a Class 7 General UnseClaim 

123 LPH Kizmet Energy Inc

Rejection Damage - Sales Channel GUC

Allow as a Class 7 General UnseClaim 

115 LPH Panda Restaurant Group, Inc.

Rejection Damage - Sales Channel GUC

Allow as a Class 7 General UnseClaim 

131 LPH Microsoft Corporation and Microsoft Licensing GP

Rejection Damage - Vendor GUC

Allow as a Class 7 General UnseClaim 

1 LPH Broward County Taxes Priority Tax

None - Claim deemed satisfied peNo. 560 

2 LPH Broward County Taxes Priority Tax

None - Claim deemed satisfied peNo. 560 

Page 3 of 13

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 122 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 121 of 134
Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

3 LPMD Comptroller of the Treasury Taxes Priority Tax

Object - Debtors do not have any obligations owed to Claimant 

106 LPH Connecticut Public Utilities Regulatory Authority Taxes Priority Tax

Allow as a Priority Tax Claim pursECF No. 800 

4 LPDC District of Columbia - Government Office of Tax and Revenue Taxes Priority Tax

Object - Satisfied in full in the ordcourse of business 

92 LPH Franchise Tax Board Taxes Priority Tax

Object - Satisfied in full in the ordcourse of business 

100 LPH Illinois Department of Revenue Taxes GUC

Object - Claim is unliquidated and Debtors do not have any tax obligowed to Claimant 

130 LPH Internal Revenue Service Taxes Admin

Object - Satisfied in full in the ordcourse of business 

7 LPH Internal Revenue Service Taxes Priority Tax

Object - Claim is unliquidated and Debtors do not have any tax obligowed to Claimant 

10 LPH Massachusetts Department of Revenue Taxes Priority Tax

None - Claim was waived pursuaECF No. 581 

11 LPH Massachusetts Department of Revenue Taxes Priority Tax

None - Claim was waived pursuaECF No. 581 

94 LPH Massachusetts Department of Revenue Taxes Priority Tax

Object - Satisfied in full in the ordcourse of business

12 LPH New Jersey Division of Taxation Taxes Priority Tax

Object - Amended by Claim Numin the estate of Liberty Power HolLLC 

132 LPH New Jersey Division of Taxation Taxes Admin

Object - Duplicate of Claim 119 in estate of Liberty Power Holdings, 

97 LPH NYC Department of Finance Taxes Priority Tax

Allow as a Priority Tax Claim pursECF No. 810 

95 LPH State of Delaware Division of Revenue Taxes Priority Tax

Object - Debtors do not have any obligations owed to Claimant

129 LPH State of New Jersey - Division of Taxation Bankruptcy Unit Taxes Priority Tax

Object - Satisfied in full in the ordcourse of business 

122 LPH State of New York Department of Taxation & Finance Taxes Admin

Object - Amended by Claim Numin the estate of Liberty Power HolLLC 

133 LPH State of New York Department of Taxation & Finance Taxes Admin

Object - Debtors do not have any obligations owed to Claimant

3 LPH State of New York Department of Taxation & Finance Taxes Priority Tax

None - Withdrawn pursuant to EC851 

Page 4 of 13

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 123 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 122 of 134
Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

96 LPH State of New York Department of Taxation & Finance Taxes Priority Tax

Object - Satisfied in full in the ordcourse of business

13 LPT Texas Comptroller of Public Accounts Taxes Admin

Object - Late. Filed after the Administrative Claims Bar Date

6 LPT Texas Comptroller of Public Accounts Taxes Admin

None - Withdrawn pursuant to EC18 (filed in case number 21-1553

7 LPT Texas Comptroller of Public Accounts Taxes Priority Tax

None - Withdrawn pursuant to EC20 (filed in case number 21-1553

64 LPH Alfredo Luyando Tort GUC

Allow as a Class 7 General UnseClaim 

54 LPH Alphonzo Drawhorn Tort GUC

Allow as a Class 7 General UnseClaim 

70 LPH Alvin Scott Tort Secured

Object - Improperly filed as a secclaim. Propose to reclassify and a Class 7 General Unsecured Cla

70 LPH Alvin Scott Tort GUC

Allow as a Class 7 General UnseClaim 

70 LPH Alvin Scott Tort Priority - DSO

Object - Improperly filed as a prioclaim. Propose to reclassify and a Class 7 General Unsecured Cla

75 LPH Barbara Allan Tort Secured

Object - Improperly filed as a secclaim. Propose to reclassify and a Class 7 General Unsecured Cla

75 LPH Barbara Allan Tort GUC

Allow as a Class 7 General UnseClaim 

59 LPH Carlos Garcia Tort GUC

Allow as a Class 7 General UnseClaim 

29 LPH Carrietta Cook Tort GUC

Allow as a Class 7 General UnseClaim 

90 LPH Christian Morales Tort GUC

Allow as a Class 7 General UnseClaim 

51 LPH Claude Spivey Tort GUC

Allow as a Class 7 General UnseClaim 

53 LPH Cody Castro Tort GUC

Allow as a Class 7 General UnseClaim 

69 LPH Daniel Robinson Tort GUC

Allow as a Class 7 General UnseClaim 

18 LPH Danielle Moore Tort GUC

Allow as a Class 7 General UnseClaim 

37 LPH Denise Walker Tort GUC

Allow as a Class 7 General UnseClaim 

36 LPH Diane Ibarra Tort GUC

Allow as a Class 7 General UnseClaim 

111 LPH Edward Bohnwagner Tort GUC

Allow as a Class 7 General UnseClaim 

87 LPH Felicia Johnson Tort GUC

Allow as a Class 7 General UnseClaim 

Page 5 of 13

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 124 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 123 of 134
Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

78 LPH Helen Evans Tort GUC

Allow as a Class 7 General UnseClaim 

79 LPH Jacqueline Brooks Tort GUC

Allow as a Class 7 General UnseClaim 

76 LPH Joan Mooney Tort GUC

Allow as a Class 7 General UnseClaim 

58 LPH Joenett B. Washington Tort GUC

Allow as a Class 7 General UnseClaim 

81 LPH Karmin Allison Tort GUC

Allow as a Class 7 General UnseClaim 

67 LPH Kayla Butler Tort GUC

Allow as a Class 7 General UnseClaim 

66 LPH Kevin Hudson Tort GUC

Allow as a Class 7 General UnseClaim 

52 LPH Laquisha Brown Tort GUC

Allow as a Class 7 General UnseClaim 

28 LPH Latonya Reynold Jackson Tort GUC

Allow as a Class 7 General UnseClaim 

71 LPH Lelita Clerkley Tort GUC

Allow as a Class 7 General UnseClaim 

83 LPH Loretta Hallman Tort GUC

Allow as a Class 7 General UnseClaim 

62 LPH Maegoine Nelson Tort GUC

Allow as a Class 7 General UnseClaim 

89 LPH Martin Morales Tort GUC

Allow as a Class 7 General UnseClaim 

35 LPH Michelle Owens Tort GUC

Allow as a Class 7 General UnseClaim 

88 LPH Modesta Morales Tort GUC

Allow as a Class 7 General UnseClaim 

25 LPH Monique Guinn Tort GUC

Allow as a Class 7 General UnseClaim 

57 LPH Nina Jackson Tort GUC

Allow as a Class 7 General UnseClaim 

77 LPH Patricia Wilburn Tort GUC

Allow as a Class 7 General UnseClaim 

77 LPH Patricia Wilburn Tort Secured

Object - Improperly filed as a secclaim. Propose to reclassify and a Class 7 General Unsecured Cla

19 LPH Priscilla Heath Tort GUC

Allow as a Class 7 General UnseClaim 

20 LPH Reginald Edwards Tort GUC

Allow as a Class 7 General UnseClaim 

74 LPH Ruben Torres Tort GUC

Allow as a Class 7 General UnseClaim 

48 LPH Samantha Stokes Tort GUC

Allow as a Class 7 General UnseClaim 

60 LPH Serita Simien Tort GUC

Allow as a Class 7 General UnseClaim 

32 LPH Shamika Glover Tort GUC

Allow as a Class 7 General UnseClaim 

Page 6 of 13

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 125 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 124 of 134
Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

21 LPH Shannun Johnson Tort GUC

Allow as a Class 7 General UnseClaim 

65 LPH Sharnet Butler Tort GUC

Allow as a Class 7 General UnseClaim 

108 LPH Ted Zablotsky Tort GUC

Allow as a Class 7 General UnseClaim 

22 LPH Theodorsa Lyles Tort GUC

Allow as a Class 7 General UnseClaim 

31 LPH Thurrayya Goodwin Tort GUC

Allow as a Class 7 General UnseClaim 

85 LPH Tiara Copeland Tort GUC

Allow as a Class 7 General UnseClaim 

33 LPH Tiesha Huett Tort GUC

Allow as a Class 7 General UnseClaim 

68 LPH Trivon Williams Tort GUC

Allow as a Class 7 General UnseClaim 

23 LPH Victoria Aguirre Tort GUC

Allow as a Class 7 General UnseClaim 

72 LPH Victoria Aguirre Tort GUC

Allow as a Class 7 General UnseClaim 

26 LPH Wendy Wafford Tort GUC

Allow as a Class 7 General UnseClaim 

27 LPH Wendy Wafford Tort GUC

Allow as a Class 7 General UnseClaim 

34 LPH Wendy Wafford Tort GUC

Allow as a Class 7 General UnseClaim 

30 LPH William Plant Tort GUC

Allow as a Class 7 General UnseClaim 

61 LPH Wilton Lott Tort GUC

Allow as a Class 7 General UnseClaim 

24 LPH Winifred Davis Tort GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Akerman, LLP Vendor GUC

Allow as a Class 7 General UnseClaim 

84 LPH All American Marketing, LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Altoros Systems Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Amerex Brokers LLC (ARS) Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

41 LPH AMEX TRS Co., Inc. Vendor GUC

Allow as a Class 7 General UnseClaim 

91 LPH AMEX TRS Co., Inc. Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Aramark Refreshment Services Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Baker & Hostetler Vendor GUC

Allow as a Class 7 General UnseClaim 

Page 7 of 13

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 126 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 125 of 134
Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

49 LPH Bevan, Mosca & Giuditta, P.C. Vendor GUC

Allow as a Class 7 General UnseClaim 

39 LPH BidUREnergy, Inc. Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Bpo2B Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Brouse McDowell, A Legal Professional Association Vendor GUC

Allow as a Class 7 General UnseClaim 

14 LPH Brown Rudnick LLP Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Calibrus Call Center Services, LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Career Track Vendor GUC

Allow as a Class 7 General UnseClaim 

11 LPT CenterPoint Energy Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

12 LPT CenterPoint Energy Houston Electric Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Cinch Home Services, Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH CNP Houston Electric, LLC Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Compuquip Technologies Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Constangy, Brooks & Smith, LLP Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Converge IoT, Inc. Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Corporate Creations Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Cortina, Tagle, Isoard Y Cia Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Customized Energy Solutions Ltd. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Davis, Malm & D'Agostine, P.C. Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH De Lage Landen Financial Services Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Delaware Public Service Commission Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Delmarva Power Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Page 8 of 13

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 127 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 126 of 134
Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

Schedule F LPH Duke Energy Ohio, Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

13 LPH Eckert Seamans Cherin & Mellott LLC Vendor GUC

Allow as a Class 7 General UnseClaim 

13 LPH Eckert Seamans Cherin & Mellott LLC Vendor Secured

Allow as a Class 7 General UnseClaim 

Schedule F LPH eFax Corporate Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Elavon Settlement/Recovery Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Ellison, Schneider Harris & Donlan LLP Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Energy GPS LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Energy Services Group Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Equifax Information Svcs LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Euler Hermes Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Eversource Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Evolution Markets Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Experian Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

38 LPH Federal Insurance Company c/o Chubb Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

109 LPH FedEx Corporate Services Inc. Vendor GUC

Allow as a Class 7 General UnseClaim 

73 LPH FIS Capital Markets US LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Flexential South Florida Corp. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Genesys Telecommunications Laboratories, Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Greenberg Traurig, P.A. Vendor GUC

Allow as a Class 7 General UnseClaim 

Page 9 of 13

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 128 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 127 of 134
Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

Schedule F LPH GridPoint, Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Hogan Lovells Vendor GUC

Allow as a Class 7 General UnseClaim 

5 LPH Husch Blackwell Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH I.C. Systems Inc. Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH ICE Data, L.P. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH iCheckGateway.com, LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Infinit-O Global, Limited Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Iron Mountain Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

43 LPH ISO New England Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Jackson Walker L.L.P. Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH JP Morgan Chase Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Kaufman Rossin & Company Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Kforce Inc Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Law Offices of Gerard T Fox Vendor GUC

Allow as a Class 7 General UnseClaim 

16 LPH LegalPartners Group, LLC (dba Legalpeople) Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Levine Kellog Lehman Schneider + Grossman Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH LexisNexis, a division of Reed Elsevier Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Loyalty Solutions, LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Marketwise Consulting Services LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Metropolitan Edison Company Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Page 10 of 13

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 129 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 128 of 134
Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

Schedule F LPH Midwest Renewable Energy Tracking System Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH National Grid Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Nebuware Solutions Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Ntirety, Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Ocenture Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Office Depot Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Ohio Edison Company Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

15 LPH Ohio Power Company d/b/a American Electric Power Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Palisade Company LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Paradise Plants Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Pennslyvania Electric Company Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Pennsylvania Power Company Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH PEPCO Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Peregrine Solutions LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

56 LPH

Philip J. von Kahle, as Assignee for the benefit of creditors of Liberty Power Corp., LLC Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Podium Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

80 LPH Postal Center International Inc. Vendor GUC

Allow as a Class 7 General UnseClaim 

86 LPH Pullman & Comley, LLC Vendor GUC

Allow as a Class 7 General UnseClaim 

Page 11 of 13

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 130 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 129 of 134
Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

93 LPH Pullman & Comley, LLC Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Quarles & Brady LLP Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Quest Software, Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Qwest Broadband Services dba CenturyLink Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH R2 Unified Technologies LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Retail Energy Supply Association Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

8 LPH Robinson & Cole LLP Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Rochester Gas & Electric Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Scorebuddy Sentient Soutions Limited) Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

42 LPH Sidley Austin LLP Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH SoftwareONE, Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

107 LPH Sol Systems, LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Specops Software USA Inc Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH STARTEK, INC. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Stroz Friedberg, LLC Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Suncoast Marketing Inc. Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH SW Consulting and IT Services Corp Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Talent Wise dba Sterling Talent Solutions Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH The Cleveland Electric Illuminating Company Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Page 12 of 13

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 131 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 130 of 134
Liberty Power Holdings, LLC, et al.

Exhibit "2" to Joint Disclosure Statement

Claim Number Debtor Creditor Name Category Current Claim Type Debtors' Proposed Treatm

Schedule F LPH The Dayton Power and Light Company Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH The Energy Professionals Association Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Toledo Edison Company Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH UKG Inc. Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Uptrending Growth Services Inc Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH US Post Office Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Verizon Wireless Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Versant Power Customer Service Center Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH VoiceLog LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Vorys, Sater, Seymour and Pease LLP Vendor GUC

Allow as a Class 7 General UnseClaim 

Schedule F LPH Workware LLC Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Schedule F LPH Zoho Corporation Vendor GUC

None - Paid in full in the ordinary of business pursuant to Court Ord

Page 13 of 13

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 132 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 131 of 134
59

EXHIBIT “3”

LIQUIDATION ANALYSIS

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 133 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 132 of 134
Liberty Power Holdings, LLC

Liquidation Analysis

As of June 30, 2023

Chapter 11 Plan of 

Confirmation

Percentage Recovery 

Chapter 11

Chapter 7 

Liquidation

Percentage Recovery 

Chapter 7 Notes

ASSETS

Estimated Cash on Hand $ 1,386,026 $ 1,386,026 Note 1

Accounts Receivable - -

Recovery from Litigation Claims 475,000 475,000 Note 2

Total Proceeds 1,861,026 1,861,026

ADMINISTRATIVE EXPENSES

Operating Expenses $ 9,217 100.0% $ 9,217 100.0% Note 3

Pre-Confirmation Professional Fees (est.) 470,534 100.0% 470,534 100.0% Note 4

Post-Confirmation Professional Fees (est.) 75,000 100.0% - N/A

Chapter 7 Trustee Statutory Fees (est./aggregate) - N/A 55,831 100.0% Note 5

Additional Professional Fees in Chapter 7 (est./aggregate) - N/A 100,000 100.0%

United States Trustee's Fees (2Q 2023) (est.) 10,000 100.0% - 0.0%

Mass. Dept of Energy [ECF No. 751] 475,000 100.0% - 0.0%

State of Connecticut [ECF No. 800] 275,000 100.0% - 0.0%

City of New York [ECF No. 810] 26,000 100.0% - 0.0%

Postal Center International [ECF No. 450] 11,726 100.0% - 0.0%

IRS Post-Petition Payroll Taxes 3,380 100.0% - 0.0%

O'Brien Litigation 125,000 100.0% - 0.0% Note 6

Texas Comptroller 69,143 100.0% - 0.0% Note 7

Total Administrative Claims 1,549,999 635,581

SECURED CREDITORS

Class 4 Allowed Secured Claim of Boston Energy & Trading $ 311,028 84.9% $ 1,225,445 85.7% Note 8

Total Secured Claims 311,028 1,225,445

GENERAL UNSECURED CREDITORS

Allowed General Unsecured Claims $ 12,391,618 $ 12,391,618

Amount Available for General Unsecured Creditors - 0.0% - 0.0%

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Liberty Power Holdings, LLC

Liquidation Analysis - Notes

Global Analysis assumes Plan Confirmation occurs on June 30, 2023. 

Note 1 Estimated Cash on Hand made up of Bank Cash ($611K), Professional Fee Escrow & Retainers ($403K), and Customer Deposit Accounts ($372K).

Note 2 Recovery from Litigation Claims represents settlement and release of pre-bankruptcy D&O parties.

Note 3 Operating Expenses of $9K relate to outstanding checks written to customers in relation to the TX Securitization Distribution Plan.

Note 4 Estimated Professional Fees accrued thru 6/30/23 that will not have been paid as of Plan Confirmation.

Note 5 Chapter 7 Trustee fees forecasted at 3% of total proceeds.

Note 6 O'Brien litigation claim asserting $125,000 that the Debtors are objecting to. Only the allowed claim amount (TBD) will be paid.

Note 7 Texas Comptroller claim asserting $69,143 that the Debtors are objecting to. Only the allowed claim amount (TBD) will be paid.

Note 8 Recovery based on $122M claim amount less all payments on pre- and post-petition amounts since filing.

Case 21-13797-SMG Doc 930-2 Filed 06/13/23 Page 135 of 135 Case 21-13797-SMG Doc 880 Filed 04/21/23 Page 134 of 134