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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF TEXAS

WICHITA FALLS DIVISION

IN RE: §

§

HIGH PLAINS RADIO NETWORK, LLC, §

§

§

CASE NO. 24-70089-swe

(Chapter 11, SubV)

DEBTOR.

§

§

§

HEARING SET: MAY 28, 2024, 1:30 p.m.

Dallas Texas

MOTION OF DEBTOR TO EMPLOY BUSINESS BROKER AND GRANT 

RELATED RELIEF

NO HEARING WILL BE CONDUCTED HEREON UNLESS A WRITTEN RESPONSE 

IS FILED WITH THE CLERK OF THE UNITED STATES BANKRUPTCY COURT AT

EARLE CABELL FEDERAL BUILDING, 1100 COMMERCE ST., RM. 1254, DALLAS, 

TX 75242-1496. BEFORE CLOSE OF BUSINESS ON MAY 22, 2024, WHICH IS AT 

LEAST 21 DAYS FROM THE DATE OF SERVICE HEREOF.

ANY RESPONSE SHALL BE IN WRITING AND FILED WITH THE CLERK, AND A 

COPY SHALL BE SERVED UPON COUNSEL FOR THE MOVING PARTY PRIOR TO 

THE DATE AND TIME SET FORTH HEREIN. IF A RESPONSE IS FILED A 

HEARING MAY BE HELD WITH NOTICE ONLY TO THE OBJECTING PARTY.

IF NO HEARING ON SUCH NOTICE OR MOTION IS TIMELY REQUESTED, THE 

RELIEF REQUESTED SHALL BE DEEMED TO BE UNOPPOSED, AND THE COURT 

MAY ENTER AN ORDER GRANTING THE RELIEF SOUGHT OR THE NOTICED 

ACTION MAY BE TAKEN.

TO THE HONORABLE SCOTT W. EVERETT, U.S. BANKRUPTCY JUDGE:

High Plains Radio Network, LLC, debtor and debtor in possession (the “Debtor” or 

“HPRN”), files this Motion to Employ Business Broker and Grant Related Relief (the “Broker 

Motion”) and in support thereof would show the Court the following.

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INTRODUCTION

1. HPRN seeks entry of a final order approving of the retention of an experienced 

radio industry broker and the authority to pay the broker upon the closing of any transactions in 

accordance with the brokerage agreement and as may be approved by the Court.

2. HPRN files this motion and, for the time being, contemplates a sale process with 

or without the leases of Vertical Bridge in light of the pleadings filed by Vertical Bridge on April

29-30, 2024. It is up to Vertical Bridge to decide whether it wishes to be a constructive part of a

sales process.

JURISDICTION AND VENUE

3. This Court has jurisdiction over this Motion pursuant to Sections 327, 328 and/or

1101 et seq. of the United States Bankruptcy Code, Title 11 of the U.S. Code, 11 U.S.C. §101 et 

seq. (the “Code” or “Bankruptcy Code”), and Rules 2014 and 9014 of the Federal Rules of 

Bankruptcy Procedure (the “Bankruptcy Rules” or individually a “Bankruptcy Rule”), and 28 

U.S.C. §§157 and 1334.

4. This matter constitutes a core proceeding under 28 U.S.C. §157(b).

5. Venue is proper under 28 U.S.C. §§1408 and 1409.

6. The Court has constitutional authority to decide this Motion under Stern v. 

Marshall, 564 U.S. 462 (2011) and its progeny.

FACTUAL BACKGROUND

The identity and background of the Debtor and Debtor in Possession.

7. HPRN owns and operates a chain of rural AM and FM radio stations in parts of 

Texas, Oklahoma, and Arkansas.

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The Commencement of the Bankruptcy Cases.

8. On March 26, 2024, HPRN commenced the above-captioned Chapter 11 case by 

filing a voluntary petition.

9. HPRN commenced this case primarily as a result of ongoing difficulties with 

various tower leases and challenges in the rapidly evolving radio industry.

Factual background in support of the relief requested.

10. HPRN may in the coming days file a motion to approve bid procedures and 

subsequently to conduct a Code §363 sale process of certain property of the Debtor, free and

clear of all liens, claims, encumbrances, and other interests, with the proposed assumption of and 

assignment of leases and contracts with respect to certain broadcasting equipment, licenses, 

tower leases and executory contracts (collectively, the “Subject Property”).

11. HPRN desires to employ Media Specialty Group Inc. as broker, led by Bill 

Whitley (the “Broker”) to market the Subject Property and to conduct the upcoming sales 

process contemplated by the Debtor.

12. HPRN believes that the Broker possesses the qualifications, skills, and experience 

necessary to assist with the marketing of the Subject Property and to conduct the sales process.

13. A copy of the proposed Engagement Agreement between the Broker and HPRN is 

attached hereto as Exhibit H014.

1

14. The Declaration of Bill Whitley is attached hereto as Exhibit H015 regarding the 

disinterestedness between MSG and the Debtor.

15. The website biography of Bill Whitley is attached hereto as Exhibit H016

regarding the disinterestedness between MSG and the Debtor.

1 As of this filing, the Debtor and MSG are working on the final version of the Engagement Agreement. The

Engagement Agreement, Exhibit H014 will be filed as a supplement to the Motion and served to the ECF notice

parties and any other parties requesting a copy.

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16. Debtor discloses that MSG previously transacted one or more of the stations 

among the Subject Property including acting as the sell-side broker on one more acquisitions by 

HPRN. No debts exist relating to the prior work.

17. HPRN believes that the Engagement Agreement is straightforward, fair, and 

reasonable, and is typical for the radio industry.

18. Debtor has consulted with Vertical Bridge, the alleged lessor of some of the cell 

towers, which has agreed with the choice of the Broker to conduct and/or assist in the Code 

§ 363 sales process.

RELIEF REQUESTED

19. HPRN respectfully requests that the Court enter a final order approving the

retention of the Broker and approval of the Engagement Agreement, including that the fees and 

commission structure as specified therein may be paid by HPRN at closing of any eligible

transaction.

20. A proposed form of Order is submitted with this Motion and is incorporated 

herein.

BASIS OF RELIEF

21. Code §§ 327(a) and 328(a) provide that a debtor, subject to Court approval, may 

employ one or more attorneys, accountants, appraisers, auctioneers, or other professional 

persons, that do not hold or represent an interest adverse to the estate, and that are disinterested 

persons, to represent or assist the Debtor in carrying out the Debtor' duties under this title. 

Bankruptcy Rule 2014(a) provides that an “order approving the employment of attorneys, 

accountants, appraisers, auctioneers, agents, or other professionals pursuant to §327 . . . of the 

Code shall be made only on application of the trustee or committee.” Bankruptcy Rule 2014 

requires that an application for retention of a professional includes specific facts showing the 

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necessity for employment, the name of the firm to be employed, the reasons for the selection, the 

professional services to be rendered, any proposed arrangement for compensation, and to the best 

of the applicant's knowledge, all of the firm's connections with the debtor, creditors, any other 

party in interest, their respective attorneys and accounts, the U.S. Trustee, or any person 

employed in the office of the U.S. Trustee.

22. Courts generally hold that property and business brokers are “professionals”

pursuant to Code § 327 when acting on behalf of the debtor to sell property of the debtor. See F/S 

Airlease II, Inc. v. Simon, 844 F.2d 99, 108 (3d Cir. 1999) (“a Business Broker, like an attorney, 

is a professional”); Indian River Homes, Inc. v. Sussex Trust Co., 108 B.R. 46, 50 n.12 (D. Del. 

1989) (“Bankruptcy courts routinely hold that Business Brokers are professional persons for 

purposes of § 327(a)”); In re Channel 2 Associates, 88 B.R. 351, 352 (Bankr. D.N.M. 1988); In 

re 31-33 Corp., 100 B.R. 744, 746 (Bankr. E.D. Pa. 1989).

23. The continued successful administration of this case requires the service of an 

experienced broker with experience in the radio industry.

24. Pursuant to the Engagement Agreement, and subject to this Court's approval, the 

Debtor has retained the Broker to market the Subject Property for sale and/or lease. The 

employment of the Broker is necessary to ensure that the Subject Property is marketed to the 

fullest extent possible so as to maximize its value for the benefit of the Debtor’s estate and 

creditors.

25. The Debtor selected the Broker because of its extensive experience in rendering 

these services.

26. The retention of the Broker will place in the hands of the Broker an experienced 

business broker in this industry who is best able to market, and then sell, the Subject Property, 

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subject to Bankruptcy Court approval. The fees and commission structure in the Engagement 

Agreement benefits the Debtor inasmuch as the Broker will receive compensation based solely 

on his results, and will be paid at the closing of the sales or other transactions approved by the

Court.

CONCLUSION AND PRAYER

WHEREFORE, High Plain Radio Network, LLC, debtor and debtor in possession, 

respectfully requests that the Court that the Court authorize and approve the retention of Media 

Services Group LLC as set forth in this Motion and the Engagement Agreement. Debtor request

such other and further relief to which Debtor is entitled at law or in equity.

Dated: May 1, 2024 Respectfully submitted:

WEYCER, KAPLAN, PULASKI & ZUBER, P.C.

By: /s/ Jeff Carruth

JEFF CARRUTH (TX SBN: 24001846)

2608 Hibernia, Suite 105

Dallas, TX 75204-2514

Telephone: (713) 341-1158

Fax: (713) 961-5341

E-mail: jcarruth@wkpz.com

PROPOSED ATTORNEYS FOR 

HIGH PLAINS RADIO NETWORK, LLC,

DEBTOR AND DEBTOR IN POSSESSION

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CERTIFICATE OF SERVICE

The undersigned hereby certifies that a true and correct copy of the foregoing was served on May 

1, 2024 (1) by electronic notice to all ECF users who have appeared in this case to date, and/or as 

set forth below and (2) by regular mail to all parties appearing in the attached service list.

COPIES OF THE EXHIBITS WERE NOT SERVED BY REGULAR MAIL. PLEASE 

CONTACT THE UNDERSIGNED IF YOU WISH TO RECEIVE THE EXHIBITS.

/s/Jeff Carruth

Jeff Carruth

ECF SERVICE LIST

24-70089-swe11 Notice will be electronically mailed to: 

Jeffery D. Carruth on behalf of Debtor High Plains Radio Network, LLC

jcarruth@wkpz.com, 

jcarruth@aol.com;atty_carruth@trustesolutions.com;carruthjr87698@notify.bestcase.com;ATTY_CARRUTH@bluestylus.com;jc

arruth@ecf.courtdrive.com

Paul H. Cross on behalf of Creditor Hanmi Bank phclease@msn.com

Shanna M. Kaminski on behalf of Interested Party Union Funding Source, Inc. skaminski@kaminskilawpllc.com

Sherrel K. Knighton on behalf of Creditor Malakoff ISD Sherrel.Knighton@lgbs.com, Dora.CasianoPerez@lgbs.com;Sean.French@lgbs.com;Eva.Parker@lgbs.com;Alexis.Hall@lgbs.com;Dallas.Bankruptcy@lgbs.com

Matthew F. Kye on behalf of Creditor Amur Equipment Finance, Inc. mkye@kyelaw.com, dsullivan@kyelaw.com

Julie Anne Parsons on behalf of Creditor Eastland County Appraisal District jparsons@mvbalaw.com, 

kalexander@mvbalaw.com;theresa.king@mvbalaw.com;juanie.montalvo@mvbalaw.com

Julie Anne Parsons on behalf of Creditor The County of Henderson, Texas jparsons@mvbalaw.com, 

kalexander@mvbalaw.com;theresa.king@mvbalaw.com;juanie.montalvo@mvbalaw.com

Julie Anne Parsons on behalf of Creditor The County of Stephens, Texas jparsons@mvbalaw.com, 

kalexander@mvbalaw.com;theresa.king@mvbalaw.com;juanie.montalvo@mvbalaw.com

Scott M. Seidel -SBRA V scott@scottseidel.com, csms11@trustesolutions.net;susan.seidel@earthlink.net

Dawn Whalen Theiss on behalf of Creditor Small Business Administration dawn.theiss@usdoj.gov, 

brooke.lewis@usdoj.gov;CaseView.ECF@usdoj.gov

United States Trustee ustpregion06.da.ecf@usdoj.gov

David Weitman on behalf of Creditor Vertical Bridge REIT, LLC david.weitman@klgates.com

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SERVICE LIST

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FINAL ORDER GRANTING MOTION OF DEBTOR TO EMPLOY REAL ESTATE BROKER AND GRANT 

RELATED RELIEF (RE: DOCKET NO. 71) — Page 1

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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF TEXAS

WICHITA FALLS DIVISION

IN RE: §

§

HIGH PLAINS RADIO NETWORK, LLC, §

§

CASE NO. 24-70089-swe

(Chapter 11, SubV)

DEBTOR. §

§

FINAL ORDER GRANTING MOTION OF DEBTOR TO EMPLOY

BUSINESS BROKER AND GRANT RELATED RELIEF (RE: DOCKET 

NO. 71)

On May 28, 2024 the Court conducted a hearing regarding the Motion of Debtor to 

Employ Business Broker and Grant Related Relief (Docket No. 71) (the “Motion”) filed herein 

on May 1, 2024 by High Plains Radio Network, LLC, debtor and debtor-in-possession (“HPRN”

or the “Debtor”). The Court finds and concludes that the Motion contained the appropriate 

notices under the Bankruptcy Local Rules; according to the certificate of service attached to the 

Motion, the Motion was served upon the parties entitled to receive notice under the Bankruptcy 

Local Rules; no party in interest filed a response or objection to the Motion or any such response 

or objection is overruled by this Order; and that upon review of the record of this case and with 

respect to the Motion that cause exists to grant the relief requested therein.

IT IS THEREFORE ORDERED THAT: 

1. The Motion is GRANTED as set forth herein.

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2. Capitalized terms not otherwise defined herein shall have the same meaning as ascribed 

to such terms in the Motion.

3. The retention of Media Services Group Inc., Bill Whitley principal (the “Broker”), by the 

Debtor as the broker of the Debtor as set forth in the Engagement Agreement, Exhibit 

H012, is approved effective as of April 2, 2024.

4. The payment of any fees or commissions to the Broker shall be paid at the closing of any 

sale or other transactions approved by the Court.

###END OF ORDER###

Submitted by:

Jeff Carruth (TX SBN: 24001846)

WEYCER, KAPLAN, PULASKI & ZUBER, P.C.

2608 Hibernia, Suite 105

Dallas, TX 75204-2514

Telephone: (713) 341-1158

Fax: (713) 961-5341

E-mail: jcarruth@wkpz.com

ATTORNEYS FOR 

HIGH PLAINS RADIO NETWORK, LLC,

DEBTOR AND DEBTOR IN POSSESSION

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EXHIBIT H014

Page 1

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ENGAGEMENT AGREEMENT – TO BE FILED AS SUPPLEMENT AND SERVED TO

THE E.C.F NOTICE PARTIES AND OTHERWISE AVAILABLE UPON REQUEST

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EXHIBIT H015

DECLARATION OF BILL WHITLEY— Page 1

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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF TEXAS

WICHITA FALLS DIVISION

IN RE: §

HIGH PLAINS RADIO NETWORK, LLC, §

§

CASE NO. 24-70089-swe

(Chapter 11, SubV)

DEBTOR. §

DECLARATION OF BILL WHITLEY

Pursuant to 28 U.S.C. § 1746 and Bankruptcy Rule 2014, Bill Whitley, hereby declares the following 

under penalty of perjury of the laws of the United States that the following statements are true and 

correct.

1. My name is Bill Whitley. I am more than twenty-one (21) years of age and am competent and 

authorized to make this declaration. I have personal knowledge of the facts set forth herein and they are 

true and correct.

2. I am a broker associated with and principal of Media Specialty Group Inc. (“MSG” or the 

“Broker”). My curriculum vitae is attached hereto as EXHIBIT H016.

3. This declaration was prepared and is being submitted as an exhibit to the Motion to Employ 

Broker (the “Broker Motion”) filed in the above-captioned Chapter 11 bankruptcy case by High Plains 

Radio Network, LLC, debtor and debtor in possession (“HPRN” or the “Debtor”). Unless otherwise 

defined herein, capitalized terms shall have the same meaning in this Declaration as ascribed to such 

terms in the Broker Motion.

4. HPRN has asked MSG to represent HPRN to market the Subject Property for one or more 

potential sale and/or lease transactions.

5. Neither I nor MSG, nor its employees, insofar as I have been able to ascertain, holds or represents 

any interest adverse to the Debtor, or its estate in the matters upon which MSG is to be engaged. 

6. Neither I nor MSG, insofar as I have been able to ascertain based on MSG's review to date, has 

any connection with the Debtor, its creditors, or any other party in interest herein, or their respective 

attorneys or accountants.

7. Neither I, MSG, nor its employees, insofar as I have been able to ascertain, holds or represents 

any interest adverse to the Debtor, its creditors, or any other party in interest herein, or their respective 

attorneys or accountants,

FURTHER DECLARANT SAYETH NOT

DATED: May 1, 2024 MEDIA SERVICES GROUP INC.

By: /s/ Bill Whitley

Bill Whitley, Principal

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EXHIBIT H016

Page 1

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EXHIBIT H016

Page 2

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