4882-2691-3697

Jason S. Brookner (TX Bar No. 24033684)

Aaron M. Kaufman (TX Bar No. 24060067)

Lydia R. Webb (TX Bar No. 24083758)

GRAY REED

1601 Elm Street, Suite 4600

Dallas, TX 75201

Telephone: (214) 954-4135

Facsimile: (214) 953-1332

Email: jbrookner@grayreed.com

akaufman@grayreed.com

lwebb@grayreed.com

Proposed Counsel to the Debtors

and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

§

In re: § Chapter 11

§

COTTONWOOD FINANCIAL LTD., § Case No. 24-80035 (SWE)

§

Debtor. §

§

Tax I.D. No. 75-2671001 §

§

In re: § Chapter 11

§

COTTONWOOD FINANCIAL 

ADMINISTRATIVE SERVICES, LLC,

§

§

Case No. 24-80036 (SWE)

§

Debtor. §

§

Tax I.D. No. 26-1367228 §

§

In re: § Chapter 11

§

COTTONWOOD FINANCIAL TEXAS 

LLC,

§

§

Case No. 24-80037 (SWE)

§

Debtor. §

§

Tax I.D. No. 75-3069059 §

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4882-2691-3697

§

In re: § Chapter 11

§

COTTONWOOD FINANCIAL IDAHO,

LLC,

§

§

Case No. 24-80038 (SWE)

§

Debtor. §

§

Tax I.D. No. 33-1045651 §

§

In re: § Chapter 11

§

COTTONWOOD FINANCIAL 

WISCONSIN, LLC,

§

§

Case No. 24-80039 (SWE)

§

Debtor. §

§

Tax I.D. No. 26-1367075 §

DEBTORS’ EMERGENCY MOTION FOR ENTRY 

OF AN ORDER (I) DIRECTING JOINT ADMINISTRATION

OF CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF

EMERGENCY RELIEF HAS BEEN REQUESTED. RELIEF IS REQUESTED NOT LATER 

THAN 9:30 A.M. ON FEBRUARY 28, 2024. 

IF YOU OBJECT TO THE RELIEF REQUESTED OR YOU BELIEVE THAT 

EMERGENCY CONSIDERATION IS NOT WARRANTED, YOU MUST APPEAR AT THE 

HEARING IF ONE IS SET, OR FILE A WRITTEN RESPONSE PRIOR TO THE DATE 

THAT RELIEF IS REQUESTED IN THE PRECEDING PARAGRAPH. OTHERWISE, THE 

COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF 

REQUESTED.

A HEARING WILL BE CONDUCTED ON THIS MATTER ON FEBRUARY 28, 2024, AT 

9:30 A.M. IN EARLE CABELL FEDERAL BUILDING, 1100 COMMERCE STREET, 14TH 

FLOOR, COURTROOM 3, DALLAS, TEXAS, 75242.

PARTICIPATION AT THE HEARING WILL ONLY BE PERMITTED BY AN AUDIO AND 

VIDEO CONNECTION.

AUDIO COMMUNICATION WILL BE BY USE OF THE COURT’S DIAL-IN FACILITY. 

YOU MAY ACCESS THE FACILITY AT 1.650.479.3207. VIDEO COMMUNICATION WILL 

BE BY THE USE OF THE CISCO WEBEX PLATFORM. CONNECT VIA THE CISCO 

WEBEX APPLICATION OR CLICK THE LINK ON JUDGE EVERETT’S HOME PAGE. 

THE MEETING CODE IS 476 420 189. CLICK THE SETTINGS ICON IN THE UPPER 

RIGHT CORNER AND ENTER YOUR NAME UNDER THE PERSONAL INFORMATION 

SETTING.

HEARING APPEARANCES SHOULD BE MADE ELECTRONICALLY IN ADVANCE OF 

ELECTRONIC HEARINGS. TO MAKE YOUR APPEARANCE, CLICK THE 

“ELECTRONIC APPEARANCE” LINK ON JUDGE EVERETT’S HOME PAGE. SELECT 

THE CASE NAME, COMPLETE THE REQUIRED FIELDS AND CLICK “SUBMIT” TO 

COMPLETE YOUR APPEARANCE.

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The above-captioned debtors and debtors in possession (collectively, the “Debtors”) 

respectfully state as follows in support of this motion (this “Motion”):

Relief Requested

1. By this Motion, the Debtors seek entry of an order, substantially in the form 

attached hereto as Exhibit A: (a) directing procedural consolidation and joint administration of 

these chapter 11 cases; and (b) granting related relief. 

2. Specifically, the Debtors request that the Court maintain one file and one docket 

for all the jointly-administered cases under the case of Cottonwood Financial Ltd. and that the 

cases be administered under a consolidated caption, as follows:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

§

In re: § Chapter 11

§

COTTONWOOD FINANCIAL LTD., et al.,

1 § Case No. 24-80035 (SWE)

§

Debtors. § (Jointly Administered)

§

___________________________________________________

1 The Debtors in these chapter 11 cases and the last four digits of each Debtors’ federal tax identification number are 

as follows: Cottonwood Financial Ltd. (1001); Cottonwood Financial Administrative Services, LLC (7228); 

Cottonwood Financial Texas, LLC (9059); Cottonwood Financial Idaho, LLC (5651); Cottonwood Financial 

Wisconsin, LLC (7075). The Debtors’ principal offices are located at 2100 W Walnut Hill Lane, Suite 300, Irving, 

TX 75038.

3. The Debtors further request an order from the Court that this caption satisfies the 

requirements set forth in section 342(c)(1) of title 11 of the United States Code, 11 U.S.C. §§ 101–

1532 (the “Bankruptcy Code”).

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4. The Debtors also request that a docket entry, substantially similar to the following, 

be entered on the docket in each debtor case other than Cottonwood Financial Ltd., to reflect the 

joint administration of these chapter 11 cases:

An order has been entered in accordance with rule 1015(b) of the Federal 

Rules of Bankruptcy Procedure and rule 1015-1(a) of the Local Bankruptcy 

Rules of the United States Bankruptcy Court for the Northern District of 

Texas directing joint administration for procedural purposes of the chapter 

11 cases of Cottonwood Financial Ltd., et al. All further pleadings and 

other papers shall be filed in and all further docket entries shall be 

made in Case No. 24-80035 (SWE).

Jurisdiction and Venue

5. The United States Bankruptcy Court for the Northern District of Texas 

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This matter is a core 

proceeding within the meaning of 28 U.S.C. § 157(b). 

6. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

7. The bases for the relief requested herein are section 105(a) of title 11 of the United 

States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Rules 1015(b) and 6003 of the 

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), rule 1015-1(a) of the Local 

Bankruptcy Rules of the United States Bankruptcy Court for the Northern District of Texas

(the “Local Rules”), and Sections J.34 and J.35 of the Procedures for Complex Cases in the 

Northern District of Texas (the “Complex Case Procedures”). 

Background

8. The Debtors operate one of the largest privately held retail consumer finance 

companies in the United States. Through its Cash Store® brand, the Debtors offer their customers 

an array of financial products and consumer-lending services, including single payment cash 

advances, installment cash advances and title loans. The Debtors utilize an innovative mix of 

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financial technology (fintech) through its online customer portal and brick-and-mortar financial 

products and services through its 181 retail locations across Texas, Idaho and Wisconsin. 

9. On February 25, 2024 (the “Petition Date”), each Debtor filed a voluntary petition 

for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating as debtors in 

possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the 

appointment of a trustee or examiner has been made in these chapter 11 cases, and no committees 

have been appointed.

10. A detailed description of the Debtors and their businesses, and the facts and

circumstances supporting this Motion and the Debtors’ chapter 11 cases, are set forth in the

Declaration of Karen Nicolaou, Chief Restructuring Officer, in Support of Chapter 11 Petitions 

and First Day Motions (the “First Day Declaration”), filed contemporaneously herewith and 

incorporated herein by reference.

Basis for Relief 

11. Bankruptcy Rule 1015(b) provides, in pertinent part, that “[i]f . . . two or more 

petitions are pending in the same court by or against . . . (2) a partnership and one or more of its 

general partners, or (3) two or more general partners, or (4) a debtor and an affiliate, the court may 

order a joint administration of the estates.” Fed. R. Bankr. P. 1015(b). The Debtor entities that 

commenced chapter 11 cases are “affiliates” as that term is defined in section 101(2) of the 

Bankruptcy Code. See 11 U.S.C. § 101(2). Accordingly, the Bankruptcy Code and Bankruptcy 

Rules authorize the Court to grant the relief requested herein. Bankruptcy Local Rule 1015-1(a) 

further provides for the joint administration of related chapter 11 cases.

12. Given the integrated nature of the Debtors’ operations, and overlap of assets and 

liabilities, joint administration of these chapter 11 cases will provide significant administrative 

convenience without harming the substantive rights of any party in interest. Many, if not all, of 

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the motions, hearings, and orders in these chapter 11 cases will affect each Debtor entity. The

entry of an order directing joint administration of these chapter 11 cases will reduce fees and costs 

by avoiding duplicative filings and objections. Joint administration also will allow the Office of 

the United States Trustee for the Northern District of Texas and all parties in interest to monitor 

these chapter 11 cases with greater ease and efficiency.

13. Joint administration is generally non-controversial, and courts in this district 

routinely order joint administration in cases with multiple related debtors. See, e.g., In re Ebix, 

Inc., No. 23-80004 (SWE) (Bankr. N.D. Tex. Dec. 19, 2023) [Docket No. 50]; In re Impel 

Pharmaceuticals, Inc., No. 23-80016 (SGJ) (Bankr. N.D. Tex. Dec. 21, 2023) [Docket No. 53]; In 

re Tuesday Morning, No. 23-90001 (ELM) (Bankr. N.D. Tex. Feb. 16, 2023) [Docket No. 107] 

(authorizing joint administration); In re Sunland Medical Foundation, No. 23-80000 (MVL) 

(Bankr. N.D. Tex. Aug. 31, 2023) [Docket No. 37] (same); Northwest Senior Housing 

Corporation, No. 22-30659 (MVL) (Bankr. N.D. Tex. April 19, 2022) [Docket No. 88] (same); In 

re Studio Movie Grill Holdings, LLC, No. 20-32633 (SGJ) (Bankr. N.D. Tex. Oct. 27, 2020) 

[Docket No. 48] (same); In re Tuesday Morning, No. 20-31476 (HDH) (Bankr. N.D. Tex. May 28, 

2020) [Docket No. 66] (same); In re Diamondback Industries, Inc., No. 20-41504 (ELM) (Bankr. 

N.D. Tex. April 28, 2020) [Docket No. 41] (same); In re PHI, Inc., No. 1930923 (HDH) (Bankr. 

N.D. Tex. Mar 19, 2019) [Docket No. 57] (same).

1

14. Joint administration will not adversely affect the Debtors’ respective constituencies 

because this Motion seeks only administrative, not substantive, consolidation of the Debtors’ 

estates. Parties in interest will not be harmed by the relief requested; instead, parties in interest 

1 Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Motion. 

Copies of these orders are available upon request to the Debtors’ proposed counsel.

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will benefit from the cost reductions associated with the joint administration of these chapter 11 

cases. Accordingly, the Debtors submit that the joint administration of these chapter 11 cases is 

in the best interests of their estates, their creditors, and all other parties in interest.

Notice

15. The Debtors will provide notice of this Motion to the following parties or their 

counsel: (a) the U.S. Trustee for the Northern District of Texas; (b) the holders of the 30 largest 

unsecured claims against the Debtors (on a consolidated basis); (c) the proposed lender(s) under 

the proposed debtor in possession credit facility; (d) the lenders under the Debtors’ prepetition 

term loan agreement; (e) the United States Attorney’s Office for the Northern District of Texas; 

(e) the Internal Revenue Service; (f) the state attorneys general for states in which the Debtors 

conduct business; and (g) any party that has requested notice pursuant to Bankruptcy Rule 2002. 

In light of the nature of the relief requested, the Debtors submit that no other or further notice is 

needed.

WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially 

in the form attached hereto as Exhibit A, granting the relief requested herein and such other relief 

as the Court deems appropriate under the circumstances.

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Respectfully submitted this 25th day of February, 2024.

GRAY REED 

By: /s/ Lydia R. Webb

Jason S. Brookner (TX Bar No. 24033684)

Aaron M. Kaufman (TX Bar No. 24060067)

Lydia R. Webb (TX Bar No. 24083758)

1601 Elm Street, Suite 4600

Dallas, Texas 75201

Telephone: (214) 954-4135

Facsimile: (214) 953-1332

Email: jbrookner@grayreed.com

akaufman@grayreed.com

lwebb@grayreed.com

Proposed Counsel to the Debtors

and Debtors in Possession

Certificate of Service

I certify that on February 25, 2024, I caused a copy of the foregoing document to be served 

by the Electronic Case Filing System for the United States Bankruptcy Court for the Northern 

District of Texas.

/s/ Lydia R. Webb

Lydia R. Webb

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Exhibit A 

Proposed Order

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4882-2691-3697

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

§

In re: § Chapter 11

§

COTTONWOOD FINANCIAL LTD., § Case No. 24-80035 (SWE)

§

Debtor. §

§

Tax I.D. No. 75-2671001 §

§

In re: § Chapter 11

§

COTTONWOOD FINANCIAL 

ADMINISTRATIVE SERVICES, LLC,

§

§

Case No. 24-80036 (SWE)

§

Debtor. §

§

Tax I.D. No. 26-1367228 §

§

In re: § Chapter 11

§

COTTONWOOD FINANCIAL TEXAS 

LLC,

§

§

Case No. 24-80037 (SWE)

§

Debtor. §

§

Tax I.D. No. 75-3069059 §

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4882-2691-3697

§

In re: § Chapter 11

§

COTTONWOOD FINANCIAL IDAHO,

LLC,

§

§

Case No. 24-80038 (SWE)

§

Debtor. §

§

Tax I.D. No. 33-1045651 §

§

In re: § Chapter 11

§

COTTONWOOD FINANCIAL 

WISCONSIN, LLC,

§

§

Case No. 24-80039 (SWE)

§

Debtor. §

§

Tax I.D. No. 26-1367075 §

ORDER (I) DIRECTING JOINT ADMINISTRATION

OF CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)1 of the above-captioned debtors and debtors in possession 

(collectively, the “Debtors”) for entry of an order (this “Order”), (a) directing the joint 

administration of the Debtors’ chapter 11 cases for procedural purposes only, and (b) granting 

related relief; all as more fully set forth in the Motion; and upon the First Day Declaration; and 

this Court having jurisdiction over this matter pursuant to 28 U.S.C. § 1334; and this Court having 

found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found 

that it may enter a final order consistent with Article III of the United States Constitution; and this 

Court having found that venue of this proceeding and the Motion in this district is proper pursuant 

to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the Debtors’ notice of the Motion 

and opportunity for a hearing on the Motion were appropriate under the circumstances and no other 

notice need be provided; and this Court having reviewed the Motion, and all objections, if any, to 

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

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the Motion having been withdrawn, resolved, or overruled; and the Court having determined that 

the legal and factual bases set forth in the Motion and the record of the hearing on such motion

establish just cause for the relief granted herein; and upon all of the proceedings had before this 

Court; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY 

ORDERED THAT: 

1. The Motion is granted as set forth herein.

2. The above-captioned chapter 11 cases are consolidated for procedural purposes 

only and shall be jointly administered by the Court under Case No. 24-80035 (SWE) (the “Lead 

Case”).

3. All pleadings, papers, and documents, except proofs of claim, lists, schedules, and 

statements, filed in the jointly administered cases shall bear the caption of the Lead Case, as 

follows:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

§

In re: § Chapter 11

§

COTTONWOOD FINANCIAL LTD., et al.,

1 § Case No. 24-80035 (SWE)

§

Debtors. § (Jointly Administered)

§

___________________________________________________

1 The Debtors in these chapter 11 cases and the last four digits of each Debtors’ federal tax identification number are 

as follows: Cottonwood Financial Ltd. (1001); Cottonwood Financial Administrative Services, LLC (7228); 

Cottonwood Financial Texas, LLC (9059); Cottonwood Financial Idaho, LLC (5651); Cottonwood Financial 

Wisconsin, LLC (7075). The Debtors’ principal offices are located at 2100 W Walnut Hill Lane, Suite 300, Irving, 

TX 75038.

4. The foregoing caption satisfies the requirements set forth in section 342(c)(1) of 

the Bankruptcy Code.

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5. All orders, pleadings, papers, and documents, except proofs of claim, lists, 

schedules, and statements, shall be filed and docketed in the Lead Case.

6. A docket entry, substantially similar to the following, shall be entered on the docket 

of each of the Debtors other than the Lead Case, to reflect the joint administration of these chapter 

11 cases:

An order has been entered in accordance with Rule 1015(b) of the Federal 

Rules of Bankruptcy Procedure and Rule 1015-1(a) of the Local Bankruptcy 

Rules of the United States Bankruptcy Court for the Northern District of 

Texas directing joint administration for procedural purposes of the chapter 

11 cases of Cottonwood Financial Ltd., et al. All further pleadings and 

other papers shall be filed in and all further docket entries shall be 

made in Case No. 24-80035 (SWE).

7. The Debtors shall maintain, and the Clerk of the United States Bankruptcy Court 

for the Northern District of Texas shall keep, one consolidated docket, one file, and one 

consolidated service list.

8. All proofs of claim, lists, schedules, and statements (if applicable) shall be filed and 

docketed under the case number representing the estate in which the claim is made, and a creditor 

of more than one estate shall file and docket a proof of claim in each case to which a claim may 

be made, and only in the amount which the creditor may make a claim from that estate.

9. The Debtors shall file monthly operating reports and Bankruptcy Rule 2015.3 

reports on an entity-by-entity basis.

10. Nothing contained in the Motion or this Order shall be deemed or construed as 

directing or otherwise effecting a substantive consolidation of these chapter 11 cases and this Order 

shall be without prejudice to the rights of any part in interest to seek entry of an order substantively 

consolidating these cases.

11. The Debtors are authorized to take all reasonable actions necessary to effectuate 

the relief granted in this Order in accordance with the Motion.

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

the implementation, interpretation, and enforcement of this Order.

# # # END OF ORDER # # #

Submitted by:

Jason S. Brookner 

Texas Bar No. 24033684

Aaron M. Kaufman

Texas Bar No. 24060067

Lydia R. Webb

Texas Bar No. 24083758

GRAY REED

1601 Elm Street, Suite 4600

Dallas, Texas 75201

Telephone: (214) 954-4135

Facsimile: (214) 953-1332

Email: jbrookner@grayreed.com

akaufman@grayreed.com

lwebb@grayreed.com

Proposed Counsel to the Debtors

and Debtors in Possession

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