Fill in this information to identify your case:

United States Bankruptcy Court for the:

NORTHERN DISTRICT OF TEXAS

Case number (if known) Chapter 11

 Check if this an

amended filing

Official Form 201

Voluntary Petition for Non-Individuals Filing for Bankruptcy 06/22

If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor's name and the case number (if

known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.

1. Debtor's name SMB Holdings, LLC

2. All other names debtor

used in the last 8 years

Include any assumed

names, trade names and

doing business as names

3. Debtor's federal

Employer Identification

Number (EIN)

27-3178149

4. Debtor's address Principal place of business Mailing address, if different from principal place of

business

28615 SE Outer Road

Harrisonville, MO 64701

c/o Michael McPeak

7434 Hwy 42 S

Henderson, TX 75654

Number, Street, City, State & ZIP Code P.O. Box, Number, Street, City, State & ZIP Code

Cass Location of principal assets, if different from principal

County place of business

Number, Street, City, State & ZIP Code

5. Debtor's website (URL)

6. Type of debtor  Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))

 Partnership (excluding LLP)

 Other. Specify:

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1

Case 23-42478-mxm11 Doc 1 Filed 08/23/23 Entered 08/23/23 09:22:56 Desc Main

Document Page 1 of 9
Debtor SMB Holdings, LLC Case number (if known)

Name

7. Describe debtor's business A. Check one:

 Health Care Business (as defined in 11 U.S.C. § 101(27A))

 Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))

 Railroad (as defined in 11 U.S.C. § 101(44))

 Stockbroker (as defined in 11 U.S.C. § 101(53A))

 Commodity Broker (as defined in 11 U.S.C. § 101(6))

 Clearing Bank (as defined in 11 U.S.C. § 781(3))

 None of the above

B. Check all that apply

 Tax-exempt entity (as described in 26 U.S.C. §501)

 Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. §80a-3)

 Investment advisor (as defined in 15 U.S.C. §80b-2(a)(11))

C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See

http://www.uscourts.gov/four-digit-national-association-naics-codes.

 1114 

8. Under which chapter of the

Bankruptcy Code is the

debtor filing?

A debtor who is a “small

business debtor” must check

the first sub-box. A debtor as

defined in § 1182(1) who

elects to proceed under

subchapter V of chapter 11

(whether or not the debtor is a

“small business debtor”) must

check the second sub-box.

Check one:

 Chapter 7

 Chapter 9

 Chapter 11. Check all that apply:

 The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its aggregate

noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than

$3,024,725. If this sub-box is selected, attach the most recent balance sheet, statement of

operations, cash-flow statement, and federal income tax return or if any of these documents do not

exist, follow the procedure in 11 U.S.C. § 1116(1)(B).

 The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate noncontingent liquidated

debts (excluding debts owed to insiders or affiliates) are less than $7,500,000, and it chooses to

proceed under Subchapter V of Chapter 11. If this sub-box is selected, attach the most recent

balance sheet, statement of operations, cash-flow statement, and federal income tax return, or if

any of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).

 A plan is being filed with this petition.

 Acceptances of the plan were solicited prepetition from one or more classes of creditors, in

accordance with 11 U.S.C. § 1126(b).

 The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and

Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File the

Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11

(Official Form 201A) with this form.

 The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2.

 Chapter 12

9. Were prior bankruptcy

cases filed by or against

the debtor within the last 8

years?

 No.

 Yes.

If more than 2 cases, attach a

separate list. District When Case number

District When Case number

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2

Case 23-42478-mxm11 Doc 1 Filed 08/23/23 Entered 08/23/23 09:22:56 Desc Main

Document Page 2 of 9
Debtor SMB Holdings, LLC Case number (if known)

Name

10. Are any bankruptcy cases

pending or being filed by a

business partner or an

affiliate of the debtor?

 No

 Yes.

List all cases. If more than 1,

attach a separate list Debtor Bela Flor Nurseries, Inc. Relationship Affiliate

District

Northern District of

Texas-Fort Worth

Division When 8/22/23 Case number, if known

23-42469-mxm1

1

11. Why is the case filed in

this district?

Check all that apply:

 Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately

preceding the date of this petition or for a longer part of such 180 days than in any other district.

 A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or

have possession of any

real property or personal

property that needs

immediate attention?

 No

 Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.

Why does the property need immediate attention? (Check all that apply.)

 It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety.

What is the hazard?

 It needs to be physically secured or protected from the weather.

 It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example,

livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options).

 Other

Where is the property?

Number, Street, City, State & ZIP Code

Is the property insured?

 No

 Yes. Insurance agency

Contact name

Phone

Statistical and administrative information

13. Debtor's estimation of

available funds

. Check one:

 Funds will be available for distribution to unsecured creditors.

 After any administrative expenses are paid, no funds will be available to unsecured creditors.

14. Estimated number of

creditors

 1-49

 50-99

 100-199

 200-999

 1,000-5,000

 5001-10,000

 10,001-25,000

 25,001-50,000

 50,001-100,000

 More than100,000

15. Estimated Assets  $0 - $50,000

 $50,001 - $100,000

 $100,001 - $500,000

 $500,001 - $1 million

 $1,000,001 - $10 million

 $10,000,001 - $50 million

 $50,000,001 - $100 million

 $100,000,001 - $500 million

 $500,000,001 - $1 billion

 $1,000,000,001 - $10 billion

 $10,000,000,001 - $50 billion

 More than $50 billion

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3

Case 23-42478-mxm11 Doc 1 Filed 08/23/23 Entered 08/23/23 09:22:56 Desc Main

Document Page 3 of 9
Debtor SMB Holdings, LLC Case number (if known)

Name

16. Estimated liabilities  $0 - $50,000

 $50,001 - $100,000

 $100,001 - $500,000

 $500,001 - $1 million

 $1,000,001 - $10 million

 $10,000,001 - $50 million

 $50,000,001 - $100 million

 $100,000,001 - $500 million

 $500,000,001 - $1 billion

 $1,000,000,001 - $10 billion

 $10,000,000,001 - $50 billion

 More than $50 billion

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4

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Document Page 4 of 9
Debtor SMB Holdings, LLC Case number (if known)

Name

Request for Relief, Declaration, and Signatures

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or

imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature

of authorized

representative of debtor

The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition.

I have been authorized to file this petition on behalf of the debtor.

I have examined the information in this petition and have a reasonable belief that the information is true and correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on

MM / DD / YYYY

X Mark Shapiro

Signature of authorized representative of debtor Printed name

Title Chief Restructuring Officer

18. Signature of attorney X Date

Signature of attorney for debtor MM / DD / YYYY

Buffey E. Klein

Printed name

Husch Blackwell LLP

Firm name

1900 N. Pearl Street, Suite 1800

Dallas, TX 75201

Number, Street, City, State & ZIP Code

Contact phone 214-999-6152 Email address buffey.klein@huschblackwell.com

24032515 TX

Bar number and State

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 5



/s/ Buffey E. Klein 8/22/2023

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HB: 4881-0802-6490.5 

RESOLUTIONS OF 

SMB HOLDINGS LLC MEMBERS 

August 22, 2023 

This written consent may be executed by electronically transmitted signature, and all such 

signatures shall constitute this entire written consent. The resolutions to which the undersigned 

consents are as follows: 

WHEREAS, the Members (the “Members”) of SMB Holdings LLC (the 

“Company”) have considered the presentations by the Company’s management and 

the financial advisors regarding the Company’s liabilities and liquidity, its 

historical performance, and its current and prospective financial and operational 

status; 

WHEREAS, the Members had previously approved the retention of and retained 

Mark Shapiro and all personnel of GlassRatner Advisory & Capital LLC dba B. 

Riley Advisory Services (“B. Riley Advisory”) as the Company’s Chief 

Restructuring Officer (“CRO”); 

WHEREAS, the Members have had the opportunity to consult with the Company’s 

financial and legal advisors and fully consider the strategic alternatives available to 

it; 

WHEREAS, the Members had been evaluating and considering the reorganization 

of the Company’s business; 

WHEREAS, the Members have certain concerns regarding the Company’s 

liquidity; the strategic alternatives available to it and the effect of the foregoing on 

the Company’s business; 

WHEREAS, the Members desire to protect and meet the Company’s obligations; 

WHEREAS, the Members have determined that it is in the best interest of the 

Companies, their creditors, and other interested parties for the Companies to file 

voluntary petitions seeking relief under Chapter 11, Title 11 of the United States 

Code (the “Bankruptcy Code”) in the United States District Court for the Northern 

District of Texas, because, among other direct connections, affiliate entity Bella 

Nursery has filed for relief under Case No. 23-42469-mxm11; 

WHEREAS, the Members have determined to file the voluntary petitions seeking 

relief under Chapter 11 in the Fort Worth Division of the United States District 

Court for the Northern District of Texas because, among other direct connections, 

the Companies hold their principal assets in Fort Worth, Texas and affiliate entity 

Bella Nursery has filed for relief under Case No. 23-42469-mxm11; 

WHEREAS, the Members determined it is in the best interest of the Company, its 

creditors, and other interested parties for the Company to retain Mark Shapiro based 

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HB: 4881-0802-6490.5

upon his experience in similar matters as a Senior Managing Director and his 

location within the Northern District of Texas. 

NOW, THEREFORE, IT IS:

RESOLVED, that in the judgment of the Members, it is in the best interest of the 

Company, its creditors, and other interested parties to file a voluntary petition under 

the provisions of Chapter 11 of title 11 of the United States Code in the United 

States Bankruptcy Court for the Northern District of Texas, Fort Worth Division, a 

court of proper jurisdiction; 

RESOLVED, that in the judgment of the Members, it is desirable and in the 

Company’s best interest to continue the retention of B. Riley Advisory as CRO in 

connection with the Company’s bankruptcy; 

RESOLVED, that Mark Shapiro, the Members, or any such other officer that the 

Company may designate (each an “Authorized Officer”) are authorized and 

instructed to cause the preparation of a voluntary petition for reorganization under 

Chapter 11 of the Bankruptcy Code along with all petitions, schedules, lists, and 

other motions, applications, papers, or documents in connection with the voluntary 

petition for reorganization; 

RESOLVED, that the Authorized Officers are authorized, on behalf of the 

Company, to cause the voluntary petition for reorganization to be executed, 

verified, and filed with the United States Bankruptcy Court for the Northern District 

of Texas (the “Bankruptcy Case”); 

RESOLVED, that the law firm of Husch Blackwell, LLP (“Husch Blackwell”) 

shall be retained as general bankruptcy counsel for the Company in the Bankruptcy 

Case, and the Authorized Officers are authorized and directed to execute retention 

agreements, pay any appropriate retainers, and cause to be filed applications for 

authority to retain the services of Husch Blackwell in the Bankruptcy Case; 

RESOLVED, that the Authorized Officers are authorized and directed to retain any 

other professionals or consultants to assist the Company as are deemed necessary 

to represent or assist the Company in carrying out its duties under the Bankruptcy 

Code, and, in connection therewith, the Authorized Officers are authorized and 

directed to execute appropriate retention agreements, pay appropriate retainers, and 

to cause to be filed appropriate applications for authority to retain the services of 

any other professionals or consultants as necessary; 

RESOLVED, that the Authorized Officers are authorized, directed, and 

empowered to execute and file or cause to be filed all petitions, schedules, motions, 

lists, applications, pleadings, and other papers to take, and in connection therewith, 

to employ and retain all assistance by legal counsel, accountants, financial advisors, 

and other professionals, and to take and perform any and all further acts that the 

Authorized Officer deems necessary, proper, or desirable in connection with the 

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HB: 4881-0802-6490.5

Bankruptcy Case, with a view to the successful completion of such Bankruptcy 

Case; 

RESOLVED, the Authorized Officers are authorized to take or cause to be taken 

any such other action and to execute, acknowledge, deliver, and file (or cause to be 

filed) any agreements, certificates, instruments or other documents, and to file any 

and all such agreements, certificates, instruments, or other documents, and to pay 

all expenses, including but not limited to filing fees, that are necessary or advisable 

to fully carry out the intent and accomplish the purpose of the foregoing resolutions; 

RESOLVED that the Members have received sufficient notice of the actions and 

transactions relating to the aforementioned recitals and resolutions as required by 

the Company’s organizational documents or have waived any right to receive such 

notice; 

RESOLVED that the Authorized Officers are authorized to take any and all actions 

or not take any actions with respect to the actions contemplated by the foregoing 

resolutions as the Authorized Officers deem are necessary or desirable in such 

Authorized Officer’s business judgment and as may be necessary or appropriate to 

effectuate the intent of the foregoing resolutions; 

Approval of Prior Actions 

FURTHER RESOLVED, that any and all actions taken in connection with the 

foregoing resolutions prior to the adoption of such resolutions by the Company or 

any other officer or agent of the Company are hereby ratified, affirmed, and 

approved in all respects and for all purposes; 

FURTHER RESOLVED, the signature of an Authorized Officer on any of the 

documents, agreements, and instruments authorized under these resolutions will be 

conclusive proof of the determination by the Authorized Officer that such 

documents, agreements, and instruments are necessary or appropriate to carry out 

the purposes and intent of these resolutions; and 

FURTHER RESOLVED, that these resolutions may be executed by facsimile, 

telecopy, or other electronic means or reproduction, and such execution shall be 

considered valid, binding, and effective for all purposes. 

 These Resolutions may be signed in one or more counterparts, each of which shall 

be deemed an original, and all of which shall constitute on instrument. 

[SIGNATURES ON FOLLOWING PAGE] 

 

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HB: 4881-0802-6490.5

IN WITNESS WHEREOF, the foregoing resolutions are signed by the Members 

to be effective as of the date first written above. 

___________________________________ ___________________________________ 

Steve Bateski James Larson 

Managing Member Member 

___________________________________ 

Brian Aguiar 

Member 

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