David Weitman 

Texas Bar No. 21116200 

Brandy Sargent 

(Admitted Pro Hac Vice) 

David Osipovich 

(Admitted Pro Hac Vice) 

K&L GATES LLP 

1717 Main Street, Suite 2800 

Dallas, Texas 75201 

Telephone: (214) 939-5500 

Facsimile: (214) 939-5849

Email: david.weitman@klgates.com 

ATTORNEYS FOR VERTICAL BRIDGE REIT, LLC 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

WICHITA FALLS DIVISION 

IN RE: 

HIGH PLAINS RADIO NETWORK, 

LLC, 

Debtor. 

§

§

§

§

§

§ 

CASE NO.: 24-70089 (SWE) 

Chapter 11, Subchapter V 

REPLY IN SUPPORT OF MOTION OF CREDITOR VERTICAL BRIDGE 

FOR ENTRY OF AN ORDER (I) GRANTING VERTICAL BRIDGE RELIEF 

FROM THE AUTOMATIC STAY, OR (II) ALTERNATIVELY, GRANTING 

(A) ADEQUATE PROTECTION TO VERTICAL BRIDGE WITH IMMEDIATE 

PAYMENT OF ITS ADMINISTRATIVE CLAIM FOR POST-PETITION RENT 

AND (B) COMPELLING IMMEDIATE ASSUMPTION OR REJECTION 

OF UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY 

Vertical Bridge REIT, LLC, hereby files this Reply in Support (the “Reply”) of the Motion 

of Creditor Vertical Bridge for Entry of an Order (I) Granting Vertical Bridge Relief from the 

Automatic Stay, or (II) Alternatively, Granting (A) Adequate Protection to Vertical Bridge with 

Immediate Payment of Its Administrative Claim for Post-Petition Rent and (B) Compelling 

Case 24-70089-swe11 Doc 111 Filed 05/21/24 Entered 05/21/24 16:06:20 Desc

Main Document Page 1 of 9
2

Immediate Assumption or Rejection of Unexpired Leases of Nonresidential Real Property [ECF 

Nos. 65 and 66] (the “Motion”).1 

1. On April 30, 2024, Vertical Bridge filed the Motion, requesting, among other 

things, relief from the automatic stay to exercise its rights and remedies under the Leases and 

conclude the litigation pending before the Florida Court (the “Litigation”) or, alternatively, 

granting it adequate protection in one of several forms, including by requiring full or partial 

payment of administrative rent accruing after the Petition Date. 

2. After Vertical Bridge filed the Motion, the Debtor immediately launched a 

campaign to obfuscate the simple issues that require the Court’s attention and to attempt to 

manufacture leverage over Vertical Bridge though “lawfare.” 

3. First the Debtor filed its (a) Motion to Reject All Leases with Vertical Bridge REIT 

LLC [ECF No. 67] (the “Rejection Motion”) and (b) Motion to Discontinue Utility Service at 

Vertical Bridge REIT LLC Inactive and/or Rejected Locations [ECF No. 70] (the “Discontinuance 

Motion” and, together with the Rejection Motion, the “Lease Motions”). The Lease Motions 

request authority to reject each of the Leases as of the Petition Date (including those Leases the 

Debtor continues to use to this day) in direct violation of the Bankruptcy Code. 

4. Next, on May 8, 2024, the Debtor filed High Plains Radio Network, LLC’s First 

Set of Discovery to Vertical Bridge REIT, LLC Regarding Motion to Lift Stay (Re: Docket No. [sic] 

[ECF No. 84] (the “Discovery Requests”). The Discovery Requests include nearly three dozen 

requests for admission, five requests for production, and eight interrogatories—several of which 

request separate responses for each of the forty-three Vertical Bridge Leases in question. 

See Discovery Requests, pgs. 9–12. The Debtor has issued the Discovery Requests 

1

 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion. 

Case 24-70089-swe11 Doc 111 Filed 05/21/24 Entered 05/21/24 16:06:20 Desc

Main Document Page 2 of 9
3

notwithstanding the fact that the Debtor already possesses all of the requested information, which 

Vertical Bridge previously disclosed (or objected to) as part of the Litigation. 

5. Finally, on May 14, 2024, the Debtor filed its objection to the Motion for Relief 

[ECF No. 93] (the “Objection”), claiming—for the first time ever in the Litigation—that the Leases 

had all been terminated prepetition, obviating the need for any relief to Vertical Bridge. See 

Objection, at ¶ 24. More specifically, the Debtor argued that each of the Leases had expired or 

been terminated because (a) the Debtor filed the Rejection Motion (see id.), (b) “HPRN terminated 

all subject leases previously, or, alternatively, if the [MLA] is voided the individual leases would 

have all expired by their original terms in any event” (see id. at ¶ 5), (c) the MLA was procured 

through “fraudulent inducement” and should be voided (see id. at ¶¶ 10–16), and (d) the Settlement 

Agreement was the product of “duress” and should be set aside. See id. at ¶¶ 17–23. 

6. Vertical Bridge files this Reply to correct the record and highlight that every 

development since the filing of the Motion further supports granting Vertical Bridge relief from 

stay. 

7. The Debtor has submitted multiple documents to this Court, including its sworn 

schedules, showing that it continues to occupy Vertical Bridge towers and to actively broadcast 

from several of the Lease locations, while simultaneously alleging that each of the Leases have 

terminated. These propositions cannot each be true, and the Debtor should not be allowed to 

confuse the record by asserting directly opposing positions. 

8. In connection with the first-day hearings in this case “Exhibit H009 – Station Status 

April 4, 2024,” the Debtor included a list of stations purportedly existing as of that date, which 

included at least twenty-five leases with Vertical Bridge that were either designated to be rejected, 

Case 24-70089-swe11 Doc 111 Filed 05/21/24 Entered 05/21/24 16:06:20 Desc

Main Document Page 3 of 9
4

negotiated/traded, or assumed and sold—i.e., not terminated as of the Petition Date.2 See Witness 

and Exhibit List, at PDF pg. 71. Column E “Station Status” lists seventeen stations on Vertical 

Bridge towers as “on”, one as “off”, and eight as “off” temporarily. When asked about Exhibit 9 

directly, Mr. Monte Spearman, on behalf of the Debtor, affirmed that it reflected “the current 

footprint ... of the company, the current list of stations.” See Transcript of April 4, 2024, Hearing, 

at 29:6–10, In re High Plains Radio Network, LLC (Bankr. N.D. Tex.) (the “April 4 Transcript”) 

(the Debtor, responding to the above-quoted question, with: “Yes, sir, yes, yeah.”). 

9. Moreover, the Debtor has twice stated on the record that it intends to market the 

Leases in order to generate funds to support its bankruptcy case. See April 4 Transcript, at 14:22–

15:1, In re High Plains Radio Network, LLC (Bankr. N.D. Tex.) (Debtor’s counsel: “Another 

option is a sale, which has been presented to the debtor, and there’s a sale potential that would take 

some time to materialize, but we can sell these assets and either keep or reject the Vertical Bridge 

leases as to the group of stations that would be subject to the APA....”); Transcript of 341 Meeting, 

at 67:22–68:1 (Bankr. N.D. Tex. May 3, 2024) (Debtor: “And that’s why we are trying to get 

Vertical Bridge to work with us to a point of sale where we can sell the stations. We sell the 

stations, we pay off Vertical Bridge, we pay off the equipment loans, we pay off what bills we 

have, and we walk away.”). 

10. As part of the 341 Meeting testimony, the Debtor acknowledged that at least several 

of the Leases remained subject to assumption or rejection—a proposition that would be untrue if 

all of the Leases were terminated pre-petition. See Transcript of 341 Meeting, at 67:22–68:1. 

2

 Vertical Bridge does not concede Exhibit 9 includes the entire universe of active—or non-terminated—Leases; 

however, Exhibit 9 does serve at least as an admission that not all of the Leases were terminated or expired prior to 

the Petition Date. 

Case 24-70089-swe11 Doc 111 Filed 05/21/24 Entered 05/21/24 16:06:20 Desc

Main Document Page 4 of 9
5

11. At the initial 341 Meeting, the United States Trustee directed the Debtor to update 

several of its Schedules and addenda to its Statement of Financial Affairs, which the Debtor 

completed on May 13—only one day before it filed the Objection. See Amended Schedules and/or 

Statement of Financial Affairs, In re High Plains Radio Network, LLC (Bankr. N.D. Tex. May 13, 

2024) [ECF No 88] (the “Amended Schedules”). Attached as Addendum AB-62 to the Amended 

Schedules, the Debtor included a list of “Lease and FCC License Status” designations that included 

eleven separate Vertical Bridge locations that were listed as “VB Active” and over a dozen more 

identified as being potentially included in a future sale. See id. at PDF pg. 51. 

12. At the continued 341 Meeting of creditors held on May 15, Mr. Spearman again 

testified that a number of the locations listed on the amended Schedules remained “on” and 

broadcasting, and, additionally that the Debtor’s equipment remained on the Premises of other 

locations designated as “off”. See Transcript of 341 Meeting, at 29:5 – 32:15 (Bankr. N.D. Tex. 

May 15, 2024). 

13. Further the Debtor directly and expressly admitted that several such Leases 

remained active in the Rejection Motion. “The Debtor has a small subset of leases which are still 

in use by the Debtor (collectively, the ‘Active Leases’).” Rejection Motion, at ¶ 14. 

14. Finally, the Debtor’s submissions ignore two key points, legal and factual, 

supporting relief from stay: (a) no tribunal has found the Settlement Agreement, MLA or Leases 

to be terminated, expired, or unenforceable (the Debtor filed this bankruptcy case to stop the 

Litigation the night before its determination by the Florida Court) and (b) rejection does not 

terminate a lease. See Eastover Bank v. Sowashee Venture (In re Austin Dev. Co.), 19 F.3d 1077, 

1082 (5th Cir. 1994) (“Rejection is treated as a breach to preserve the rights of the party whose 

lease with the debtor has been rejected by providing a prepetition claim; if rejection were deemed 

Case 24-70089-swe11 Doc 111 Filed 05/21/24 Entered 05/21/24 16:06:20 Desc

Main Document Page 5 of 9
6

a complete, immediate termination, it is not clear what the measure of the creditor’s claim would 

be.”). Even if the Debtor were to reject all of the Vertical Bridge Leases, it would still be actively 

broadcasting from many of the Lease locations, occupying perhaps all of the Lease locations, and 

leaving Vertical Bridge with the need to remove the Debtor, its property, and in some cases its 

squatters from the Premises. 

15. The Debtor’s suggestion that inclusion of the Leases in a potential sale without any 

administrative claim or its artificially low offer of $300 per AM station or $600 per FM station 

constitutes “adequate protection” is also contrary to the law. Under Section 365(d)(3) lessors are 

entitled to administrative claims for the full lease obligation owed. See In re Imperial Beverage 

Grp., 457 B.R. 490, 501 (Bankr. N.D. Tex. 2011). 

16. The Debtor’s inconsistent factual statements and arguments do nothing but enforce 

the need for relief from stay both to enforce Vertical Bridge’s rights under the Leases and to 

complete the Litigation. The Debtor’s entire response is based on allegations pending in the 

Litigation and its position regarding Florida law. One of the primary factors courts consider in 

granting relief from stay to continue with prepetition litigation is judicial economy and efficiency. 

See In re S.H. Leggitt Co., No. 10-10279-HCM, 2011 WL 1376772, at *4 (Bankr. W.D. Tex. Apr. 

12, 2011) (noting as factors to consider in granting relief from stay with respect to prepetition 

litigation, “the interests of judicial economy, expeditious and economical resolution of the 

litigation, comity, jurisdiction, and balancing of the harms between the parties”); see also In re 

1776 Am. Props. IV, LLC, No. 17-30422, 2017 WL 1956851, at *2 (Bankr. S.D. Tex. May 10, 

2017) (highlighting advanced nature of the prepetition litigation, judicial economy, and lack of 

harm to the debtors in granting relief from stay to conclude prepetition litigation). 

Case 24-70089-swe11 Doc 111 Filed 05/21/24 Entered 05/21/24 16:06:20 Desc

Main Document Page 6 of 9
7

17. In fact, in support of the Objection, the Debtor attached over 400 pages of briefing 

that it submitted as part of the Litigation. See generally Objection, Exhibit 024 [ECF No. 93–2]. 

The only significance of this avalanche of material for this Court on issues presented by Vertical 

Bridge’s Motion is that nowhere in any of this material does the Debtor ever even claim―let alone 

argue for or demonstrate―that a single one of the 43 Leases at issue has been terminated. In an 

overabundance of caution, Vertical Bridge has submitted rebuttal exhibits so that this Court has a 

more fulsome record of what transpired in the Litigation—a record that the Debtor grossly 

mischaracterizes in its Objection.3 Vertical Bridge respectfully observes that resubmitting 

hundreds of pages of briefing and thousands of pages of discovery to this Court—when the Florida 

Court is fully briefed and ready to hear argument—aptly makes Vertical Bridge’s point that the 

stay should be lifted so that the parties can finish the Litigation that the Florida Court was ready 

to resolve on the day after this action was filed.4

3

 Among the more egregious of the Debtor’s mischaracterizations of the Litigation is its failure to mention that its 

principle—Mr. Spearman—was caught submitting a false affidavit, which was the sole factual basis for his claims of 

“fraud” and “duress,” and was forced to submit a revised affidavit. The veracity of his revised affidavit was about to 

be tested at an evidentiary hearing before the Florida Court, but the Debtor filed this bankruptcy action at 11:00 pm 

the night before the hearing, without notifying either Vertical Bridge or the Florida Court until right before the hearing 

was supposed to commence. 

4

 Although Federal Rule of Bankruptcy Procedure 7008 is not applicable to motions for relief from the automatic stay, 

to the extent the Debtor is attempting to summarily assert claims at issue in the Florida Litigation, Vertical Bridge, for 

itself and its affiliates, does not consent to entry of final orders or judgments by the Bankruptcy Court in such matters. 

Case 24-70089-swe11 Doc 111 Filed 05/21/24 Entered 05/21/24 16:06:20 Desc

Main Document Page 7 of 9
8

WHEREFORE, Vertical Bridge respectfully requests that the Court grant it relief from 

stay as requested in the Motion. 

 

Dated: May 21, 2024 

Respectfully submitted, 

K&L GATES LLP 

/s/ David Weitman 

David Weitman 

Texas Bar No. 21116200 

K&L GATES LLP 

1717 Main Street, Suite 2800 

Dallas, Texas 75201 

Telephone: (214) 939-5500 

Email: david.weitman@klgates.com 

-andBrandy A. Sargent 

[Admitted Pro Hac Vice] 

K&L Gates LLP 

One SW Columbia Street, Suite 1900 

Portland, OR 97204 

Telephone: (503) 228-3200 

Email: brandy.sargent@klgates.com 

-andDavid R. Osipovich 

[Admitted Pro Hac Vice] 

K&L Gates LLP 

210 Sixth Ave. 

Pittsburgh, PA 15222 

Telephone: (412) 355-6500 

Emal: david.osipovich@klgates.com 

 

Attorneys for Vertical Bridge REIT, LLC

Case 24-70089-swe11 Doc 111 Filed 05/21/24 Entered 05/21/24 16:06:20 Desc

Main Document Page 8 of 9
CERTIFICATE OF SERVICE 

 The undersigned certifies that on May 21, 2024, a true and correct copy of this Reply in 

Support was served via ECF. The parties set forth below, the 20 largest unsecured creditors, and 

those parties who have filed notices of appearance and requests for notices were served with this 

Reply in Support by First Class United States Mail: 

 High Plains Radio Network, LLC Debtor’s Counsel 

 c/o Monte Lee Spearman, Member c/o Jeffery D. Carruth 

 P.O. Box 1419 Weycer Kaplan Pulaski & Zuber, P.C. 

Vernon, Texas 76384 2608 Hibernia St. 

 Dallas, Texas 75204-2514 

 United States Trustee Subchapter V Trustee 

 1100 Commerce St., Room 976 c/o Scott M. Seidel 

 Dallas, Texas 75242 6505 West Park Blvd., Suite 306 

 Plano, Texas 75093 

U.S. Small Business Administration 

 10737 Gateway West, Ste. 300 

 El Paso, Texas 79935 

 /s/ David Weitman 

 David Weitman

Case 24-70089-swe11 Doc 111 Filed 05/21/24 Entered 05/21/24 16:06:20 Desc

Main Document Page 9 of 9