Case 22-50391-KBO Doc 1 Filed 07/14/22 Page 1 of 31

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

GT Real Estate Holdings, LLC, Case No. 22-10505 (KBO)

(Jointly Administered)
Debtor. 1

GT Real Estate Holdings, LLC, Adv. Pro. No. 22-_______(KBO)

Plaintiff,

-against-

York County, South Carolina,

Defendant.

DEBTOR’S VERIFIED COMPLAINT FOR DECLARATORY JUDGMENT

AND INJUNCTIVE RELIEF

GT Real Estate Holdings, LLC, as debtor and debtor-in-possession (the “Debtor,”

or “Plaintiff”) in the above-captioned chapter 11 case (the “Chapter 11 Case”) and Plaintiff in

the above-captioned adversary proceeding, alleges for its complaint (the “Complaint”), upon

knowledge of its own acts and upon information and belief as to other matters, as follows:

1
The Debtor and the last four digits of its taxpayer identification number are: GT Real Estate Holdings, LLC
(9589). The location of the Debtor’s principal office is 800 South Mint Street, Charlotte, NC 28202.

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NATURE OF THE ACTION

The Debtor brings this adversary proceeding against York County, South Carolina,

(the “County” or the “Defendant”) to vindicate the protection of the automatic stay from a direct

and willful violation by the County, acting by and through its individual agents and representatives,

and to determine the rights and obligations of the parties with respect to a $21 million prepetition

payment the County made to the Debtor with no binding contractual obligations governing its use.

Beginning in April 2020, the County, the City of Rock Hill, South Carolina (the

“City”) and the Debtor entered into a number of discrete agreements to support the development

of a mixed-use, pedestrian friendly community, sports and entertainment venue, which would also

include a new headquarters and practice facility for the Carolina Panthers, a National Football

League team (the “Project”). These agreements memorialized, among other things, the terms,

conditions, rights and obligations of the County, the City and the Debtor with respect to a standard

package of public financial support for an undertaking like the Project, which contemplated the

development of public space and public infrastructure. The County agreed to support the Project

with a direct payment of $21 million (the “County Payment”) and certain tax benefits. For its

part, the City also agreed to make a direct payment to the Debtor and to use reasonable best efforts

to issue $225 million in bonds to finance public infrastructure related to the Project. This public

financial support was to be matched – indeed, far exceeded – with hundreds of millions of dollars

of private investment by the Debtor.

The various agreements among the parties were uniformly clear that the Debtor had

no obligation to proceed with construction of the Project unless the City issued an agreed minimum

amount of bonds. In early 2020, the parties contemplated that the City would issue the required

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bonds no later than October 31, 2020. By late 2020, with certain agreements still under final

negotiation, the Debtor agreed with the City to extend that deadline to February 26, 2021. The

City failed to issue the bonds by the extended deadline. Nevertheless, the Debtor proceeded to

expend approximately $240 million dollars on the Project in anticipation that the City would

eventually issue the required bonds. More than a year later, the City still had not issued any bonds.

In early March 2022, having lost confidence that the City would ever deliver on the

agreed bond financing, the Debtor suspended construction of the Project. In the succeeding weeks

and months, the Debtor made efforts to engage the City and the County in discussions about the

future of the Project.

On May 31, 2022, the County sent a letter (the “Demand Letter”)2 to the Debtor

demanding the return of the County Payment as a non-negotiable condition to participating in any

negotiations about the Project.

The Debtor filed its Chapter 11 Case on June 1, 2022 (the “Petition Date”).

Pursuant to Section 362 of title 11 of the United States Code (the “Bankruptcy Code”), the

automatic stay went into immediate effect on the Petition Date.

Approximately one week after the Petition Date, on June 9, 2022, the County

commenced a lawsuit in South Carolina state court (the “State Court Action”) seeking to recover

the County Payment, not from the Debtor, to which the County had paid the funds, but rather from

the Debtor’s direct and indirect parent companies, another non-Debtor affiliate, and the City.

For count I of this action, the Debtor seeks a judgment declaring that the State Court

Action violates the automatic stay for the reasons stated below.

2
A true and correct copy of the Demand Letter is attached hereto as Exhibit A.

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First, the County Complaint (defined below) asserts claims against the Affiliate

Non-Debtor Defendants (defined below) (i.e., civil conspiracy, negligence, interference with

contractual relations, and negligent misrepresentation) that are premised on an alter ego theory of

liability. See County Compl. ¶¶ 48, 52-53 (“The sole purpose of providing the [County Payment]

to the Tepper Defendants (by and through GTRE) was for the Mt. Gallant Project . . . York County

wired the [County Payment] on January 13, 2021, and entrusted the Tepper Defendants [by and

through GTRE] with their prescribed use. From that point, the Tepper Defendants [by and through

GTRE] directed and controlled the [County Payment].” (emphasis added)). The gravamen of the

State Court Action as it relates to the Affiliate Non-Debtor Defendants is that those defendants

exercised control over the Debtor to misuse the Debtor’s property.3 Well-established law in this

Circuit provides that such alter ego and veil piercing claims of the kind the County Complaint

asserts are property of the Debtor’s estate.4 These claims belong to the Debtor’s estate because

they: (1) existed at the commencement of the bankruptcy filing and the Debtor could have asserted

them on its own behalf under state law and (2) are predicated on “general” assertions of liability

(i.e., with no direct, particularized injury arising from it) attributable to the suspension of the

Project—a claim common to and shared by all general unsecured creditors. The funds at issue

were deposited into the Debtor’s general operating account, and the County had no contractual

3
The Debtor’s largest unaffiliated creditor, Mascaro Barton Malow (“MBM”), a Joint Venture, agrees that any
claim sounding in alter ego theories of liability requires establishing primary liability of the Debtor. See DIP
Motion Hr’g Tr., 22-10505 (KBO) (Bankr. D. Del. June 30, 2022), at 51:6-52:16 (“THE COURT: But the alter
ego would only apply if there’s a judgment against an entity that you would then need to use alter ego to collect,
correct? [MBM Counsel]: Yeah,. . . [However,] I don’t think anyone is suggesting that that [alter ego] action is
not an estate claim. THE COURT: Right.”).
4
Insofar as claims against the Non-Debtor Affiliate Defendants may exist, they remain subject to ongoing
investigation by the Debtor and its fiduciaries. The Debtor takes no position at this time as to the validity or value
of any such claims.

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entitlement to see the funds returned or used in any particular way.5 The County Complaint

therefore does not establish a special, direct and peculiar injury distinct from other parties in

interest. Nor does the County Complaint establish that no other parties in interest could attempt

to assert claims sounding in alter ego against the Affiliate Non-Debtor Defendants based on the

facts and circumstances surrounding the conduct of the Debtor in connection with the Project and

the suspension thereof.6 As such, to the extent that any claims of the kind asserted in the County

Complaint exist against the Affiliate Non-Debtors, such claims are the exclusive property of the

estate and their assertion in the State Court Action directly violates the automatic stay.7

Second, the nature of the County’s claims against the Affiliate Non-Debtor

Defendants is that those defendants committed their supposedly wrongful acts acting by and

through the Debtor, as it is undisputed that the funds at issue were held by, and used by, the Debtor

(see, e.g., County Compl. ¶¶ 21, 48). Thus, though the claims are asserted directly against the

Affiliate Non-Debtor Defendants, they plainly rest on the theory that the Debtor is primarily liable

due to its own actions. Because the County’s claims against the Affiliate Non-Debtor Defendants

5
The County alleges that the funds for the County Payment came to the County from proceeds of taxes levied
pursuant to the South Carolina “Pennies for Progress” statute. The Pennies for Progress statute does not impose
any obligations on recipients of Pennies for Progress funds. Rather, the statute imposes obligations on the
County’s treasurer to use the funds for the purposes stated in the applicable imposition ordinance. See S.C. Code
§ 4-10-360.
6
Various parties have already pointed to the same facts and circumstances to which the County would have to
point in order to establish alter ego liability on the Affiliate Non-Debtor Defendants. See, e.g., Motion of the City
of Rock Hill for Entry of an Order Directing the Debtor to (i) Produce Documents in Response to Rule 2004
Requests and (ii) Sit for a Rule 2004 Examination [D.I. 204], Ex. B. (document requests seeking discovery around
issues pertinent to alter ego claims); DIP Motion Hr’g Tr. at 51:8-52:16 (counsel for MBM addressing related
issues for alter ego); 61:25-62:3 (counsel for City addressing related issues for alter ego); 79:5-80:3 (counsel for
County addressing related issues for alter ego).
7
The County also does not have standing to assert any such alter ego claims, and no court has adjudicated any
claims that the Debtor may have against the Affiliate Non-Debtor Defendants as abandoned.

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would require a judicial determination with respect to the liability of the Debtor, those claims

violate the automatic stay for this separate and independent reason.

Third, the County has improperly exercised dominion and control over contractual

claims that the Debtor holds against the City. The County Complaint alleges that the City breached

its contract with the County by failing to issue the public bonds (see County Compl. ¶¶ 114-17).

However, no document under which the County has any rights against the City imposes any

obligation on the City to issue the bonds. The Interlocal Agreement (defined below), however,

merely provides that the City “may” issue the bonds. The FCAA (defined below) is the only

document under which the City accepted an obligation to take steps to issue the public bonds, and

that obligation, to use reasonable best efforts to issue the contemplated bonds, is owed to the

Debtor, but the County is not a party to the FCAA.

The County asserts that it is an intended third party beneficiary of the FCAA (see

id. ¶ 111). The clear and unambiguous language of the FCAA (as well as the other project

documents), however, specifically provides the opposite, naming no third-party beneficiaries and

expressly stating that no rights are conferred on any third party. See FCAA § 12.4 (“[T]he

provisions of this Agreement are for the sole benefit of the Parties [i.e., the City and the Debtor]

and their successors and permitted assigns, and they will not be construed as conferring any rights

to any third party” (emphasis added)). The same is true for the other relevant project documents:

the LDA (defined below) and the Dedication Agreement (defined below). LDA § 26 (“[T]he

provisions of this Agreement are for the sole benefit of the Parties [i.e., the City and the Debtor]

and their successors and permitted assigns, and they will not be construed as conferring any rights

to any third party”); Dedication Agreement § 14 (“It is expressly understood and agreed that no

third-party beneficiaries are created by this Agreement [between the City and the Debtor]”). The

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County is correct that “[t]he City of Rock Hill has failed to live up to its end of the bargain” and

“the City of Rock Hill breached [the FCAA] by failing to issue [] bonds” (County Compl. ¶¶ 115,

117), but those breaches can only be asserted (and enforced) by Debtor, not the County. Thus, the

County’s breach of contract claim against the City is an exercise of control over the Debtor’s rights

and therefore violates the automatic stay. Thus, by bringing the State Court Action, the County,

violated the automatic stay and did so willfully. The County has (and had) the requisite knowledge

of the automatic stay at all relevant times and intended to file the County Complaint asserting

estate causes of action, which violates the automatic stay for the reasons above.

For count II of this action, the Debtor seeks a judgment declaring that County

Payment does not give rise to any claim against the Debtor or any interest in the Debtor or in any

of the Debtor’s assets. The County Payment is contemplated under the terms of an Interlocal

Agreement entered into by and between the City and the County in April 2020. The Interlocal

Agreement contemplated that the County would make the County Payment no later than July 15,

2020. The County instead wired the funds to the Debtor’s general operating bank account in

January 2021. The Interlocal Agreement imposes no duties or obligations upon the Debtor in

exchange for receipt of those funds, nor could it, since the Debtor is not a party to that agreement.

Rather, the Debtor is an express third-party beneficiary under the Interlocal Agreement, entitled to

enforce performance by the County and the City. The Affiliate Non-Debtor Defendants are not

parties to the Interlocal Agreement; nor are they express third-party beneficiaries.

Third-party beneficiaries of contracts, like the Debtor under the Interlocal

Agreement, have enforceable legal rights, but owe no contractual duties or obligations. No

language in the Interlocal Agreement evidences an intent to preserve any interest in the County

Payment or grant any lien, security interest or other charge on the proceeds of the County Payment

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or any of the Debtor’s other assets. Additionally, the relevant facts relating to the County Payment,

addressed below, do not give rise to an interest in the Debtor or in any of the Debtor’s assets.

The County Payment was an inducement to incentivize the Debtor to take on

significant obligations in connection with the Project. The Debtor used the County Payment in

furtherance of the purposes of the Project and at all relevant times intended to complete the Project,

including the Mt. Gallant Expansion (defined below), which the County argues in the State Court

Action was the only purpose for which the County Payment funds could be used.8 In fact, far from

being enriched by the County Payment—the Debtor is out-of-pocket approximately $240 million

dollars on a project that stands incomplete due to the failure of others to meet their contractual

obligations owed to the Debtor.

For count III of this action, the Debtor seeks an injunction in support of count I of

this action staying the State Court Action pursuant to section 362 of the Bankruptcy Code. The

statutory injunction that arises upon the commencement of a chapter 11 case should automatically

apply to the extent that the County’s assertion of the State Court Claims is a violation thereof. For

the avoidance of any doubt in this regard, insofar as the Court grants the relief requested in count

I, the Debtor requests that the Court issue an injunction in support thereof.

For count IV of this action, in the alternative to the relief requested in counts I and

III of this action, the Debtor seeks an injunction staying the State Court Action pursuant to sections

362 and 105(a) of the Bankruptcy Code, extending the automatic stay to enjoin all State Court

Claims, for the reasons stated below.

8
For the reasons articulated herein, the County has no claim against the Debtor, and the Debtor did not misuse the
proceeds of the County Payment.

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First, the alleged acts or omissions in the State Court Claims necessarily involve

the acts or omissions of the Debtor, which received the County Payment, and the contractual rights

of the Debtor against the City under the Project Agreements. Therefore, a determination of the

Debtor’s liability associated with such acts or omissions, and of the rights of the Debtor against

the City under the Project Agreements, is necessary to provide effective relief to the parties, and

any such determination could have a collateral estoppel effect against the Debtor. Thus, the Debtor

is a necessary party to any action asserting the State Court Claims and, to protect the integrity of

the bankruptcy process, the automatic stay should be extended pursuant to 11 U.S.C. § 105(a) to

cover the State Court Claims.

Second, there is an identity of interests between the Debtor and the Affiliate Non-

Debtor Defendants with respect to Affiliate Non-Debtor Defendant Claims, sufficient to extend

the automatic stay pursuant to 11 U.S.C. § 105(a) to enjoin the State Court Action as to the Affiliate

Non-Debtor Defendant in order to protect the integrity of these bankruptcy proceedings. The

Debtor is wholly-owned by DT Sports Holding, LLC (the “Member”),9 which is in turn wholly

owned by Tepper Sports Holding, Inc (the “Ultimate Parent”). Appaloosa Management, L.P. is

a limited partnership that manages investment funds. Each of the Affiliate Non-Debtor Defendants

benefit from contractual10 and/or common law indemnities and rights of contribution against the

Debtor for any liability (and any defense costs) associated with the Affiliate Non-Debtor

Defendant Claims.

9
The Member is also the DIP Lender providing the necessary financing to fund the Debtor’s Chapter 11 Case.
10
As detailed further below, the limited liability company agreement of the Debtor (the “LLCA”) provides a broad
indemnity that covers the Member and the Ultimate Parent. A true and correct copy of the LLCA is attached
hereto as Exhibit B.

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Accordingly, the Debtor seeks an order and judgment pursuant to 28 U.S.C. §§

2201-2202, sections 362 and 105 of the Bankruptcy Code, and Bankruptcy Rule 7065 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”):

(i) declaring that the claims asserted in the State Court Action violate the automatic

stay;

(ii) declaring that the County Payment does not give rise to any claim against the

Debtor or any interest in the Debtor or in any of the Debtor’s assets;

(iii) enjoining and restraining the prosecution of the State Court Action as a direct

violation of automatic stay; and

(iv) in the alternative to counts I and III, extending the automatic stay to enjoin and

restrain the prosecution of the State Court Action.

JURISDICTION AND VENUE

This adversary proceeding arises in and relates to Debtor’s Chapter 11 Case

pending before this Court under chapter 11 of the Bankruptcy Code.

The Court has jurisdiction to consider this adversary proceeding pursuant to 28

U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference from the United States

District Court for the District of Delaware, dated February 29, 2012. This Court has subject matter

jurisdiction over the claims against the Affiliate Non-Debtor Defendants pursuant to 28 U.S.C. §§

157 and 1334.

This is a core proceeding under 28 U.S.C. § 157(b), and pursuant to Bankruptcy

Rule 7008, the Debtor consents to the entry of a final order by the Court in connection with this

adversary proceeding to the extent it is later determined that the Court, absent consent of the

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parties, cannot enter final orders or judgments consistent with Article III of the United States

Constitution.

Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409.

No prior request for the relief requested herein has been made to this or any other

court.

THE PARTIES

Debtor (and Plaintiff in this adversary proceeding) is a limited liability company

organized and existing under the laws of the State of Delaware. Debtor’s principal place of

business is located in Charlotte, North Carolina.

Defendant, York County, South Carolina is a body politic and is a political

subdivision of the State of South Carolina acting by and through its individual agents and

representatives.

FACTUAL ALLEGATIONS

A. Background

As described in the Declaration of Jonathan Hickman, Chief Restructuring Officer

of the Debtor, in Support of the Chapter 11 Petition and First Day Pleadings [D.I. 8] (the

“Hickman Declaration”),11 the Debtor was created to own and develop the Project. Hickman

Decl. ¶ 6. The success of the Project depended on significant financial and political engagement

from the City and the County, each of which pledged significant public support to back the

Debtor’s substantial private investment in South Carolina through a number of agreements. Id.

11
Docket numbers with a “D.I.” reference refer to documents filed in the main Chapter 11 Case, Case No. 22-10505
(KBO) (Bankr. D. Del.).

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Among other things, the City agreed to use reasonable best efforts to fund the Project through the

issuance of $225 million in public bonds. Those bonds were to be arranged by October 31, 2020

(which subsequently was extended to February 26, 2021). Id. Nevertheless, the City never issued

the public bonds.

B. The Project Agreements

On April 17, 2020, the City and the County entered into an agreement called the

Interlocal Agreement (the “Interlocal Agreement”).12 Pursuant to the terms of this agreement,

the City and the County memorialized their understanding regarding their duties and obligations

with respect to the Project. Among other provisions, the Interlocal Agreement provided that any

Park Fees (as defined therein) – certain revenues expected to be generated as a result of the Project

– would be distributed in accordance with various formulas set forth in the agreement. The Debtor

is not a party to the Interlocal Agreement, but is an express, intended third party beneficiary

thereof. See Interlocal Agreement § 6.10 (“The parties agree that the Developer is an intended

third-party beneficiary of this Agreement and may, at its option, enforce the terms of this

Agreement or appear as a party in any litigation concerning this Agreement.”).

A few days later, on April 20, 2020, the County and the Debtor entered into a Fee

in Lieu of Tax and Incentive Agreement (the “FILOT Agreement.”).13 The FILOT Agreement

provides certain tax incentives for the Debtor by establishing a lower assessment ratio for purposes

of ad valorem taxes on the land and improvements of the Project and a set “millage” rate to apply

in perpetuity so long as the fee interest in the Project and underlying land is owned by the Debtor.

12
A true and correct copy of the Interlocal Agreement is attached hereto as Exhibit C.
13
A true and correct copy of the FILOT Agreement is attached hereto as Exhibit D.

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The application of these tax incentives is subject to the Debtor or its affiliate making certain

minimum capital investments and the Project meeting certain metrics for positive economic impact

(e.g., creating a certain number of jobs). The consequence of failing to meet these obligations is

the potential loss of tax incentives or recoupment of such taxes (plus interest), as applicable, but

does not give rise to non-FILOT Agreement-based damages. See FILOT Agreement §§ 6.01, 6.02

(listing events of default and remedies and giving the county the option to “terminate this

Agreement” or “take whatever action at law or in equity may appear necessary or desirable to

collect the amounts due hereunder [i.e., under the FILOT Agreement]” (emphasis added)).

In December 2020, the Debtor and the City entered into three separate agreements

a Finance and Construction Administration Agreement (“FCAA”),14 the Land Development

Agreement (“LDA”)15 and Dedication Agreement (“Dedication Agreement”),16 respectively.

The County is not a party to any of these three agreements, and none of these agreements affords

the County any direct or indirect rights as a third-party beneficiary or otherwise. See LDA § 26

(“[T]he provisions of this Agreement are for the sole benefit of the Parties [i.e., the City and the

Debtor] and their successors and permitted assigns, and they will not be construed as conferring

any rights to any third party”); FCAA § 12.4 (same); Dedication Agreement § 14 (“It is expressly

understood and agreed that no third-party beneficiaries are created by this Agreement”).

Under the LDA, the Debtor agreed to develop the Project. The LDA expressly

provides that the Debtor has no obligations under any of the LDA, the FCAA, or the Dedication

Agreement (defined below), unless and until the City delivered the Minimum Bond Funding

14
A true and correct copy of the FCAA is attached hereto as Exhibit E.
15
A true and correct copy of the LDA is attached hereto as Exhibit F.
16
A true and correct copy of the Dedication Agreement is attached hereto as Exhibit G.

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Amount (defined below). The County claims that the LDA explicitly limits the use of the County

Payment to the Mt. Gallant Expansion (see County Compl. ¶¶ 44-45). To the extent any such

obligation were to arise under the LDA, it would necessarily be contingent upon the fulfillment of

the LDA’s condition precedent for its “Effectiveness”—namely, the City’s issuance of at least

$135 million in bonds. See LDA § 1(a) (“Effectiveness. The [Debtor] shall have no obligations to

proceed under this [LDA], the Dedication Agreement, or the FCAA until an amount equal to

$135,000,000 in Bond proceeds have been delivered . . . pursuant to the terms of the FCAA.”

(emphasis added)). The LDA is an agreement between the City and the Debtor. The County has

no rights thereunder and is not a third-party beneficiary. Indeed, all third-party beneficiaries are

expressly disclaimed under the LDA. See LDA § 26.

Under the FCAA, among other things, the Debtor agreed to undertake the

construction of so-called bond funded infrastructure (“Bond Funded Infrastructure”) and the

City agreed to use “reasonable best efforts” to issue $225 million in public bonds, the proceeds of

which were to be used to reimburse the Debtor for the expenses incurred in connection with the

construction of such infrastructure. Under the FCAA, the Debtor had no obligation to construct

the Bond Funded Infrastructure unless the City provided a minimum of $135 million of bond

funding (the “Minimum Bond Funding Amount”) into a project fund (the “Project Fund”) by

February 26, 2021 (the “Bond Funding Deadline”). No amount of bond funding was received by

the Bond Funding Deadline, nor was any received thereafter.

Lastly, under the Dedication Agreement, the City acknowledged and agreed that,

subject to the terms and conditions thereof, the Debtor would dedicate to the City, and the City

would take title to, the Bond Funded Infrastructure developed by the Debtor and funded by the

bond proceeds in the Project Fund.

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C. The County Payment

On January 6, 2021, the City made a direct payment of $20 million to the general

operating bank account of the Debtor. Id. ¶ 8.

On January 19, 2021, pursuant to Section 4.29(c) of the Interlocal Agreement, the

County made the County Payment in the amount of $21 million. Like the City payment, the

County Payment was wire-transferred directly into the Debtor’s general operating bank account of

and used for general Project purposes. Id. ¶ 8. See also Interlocal Agreement § 4.29(c) (“[T]he

County shall make a direct payment to the Developer or its designee in the amount of $21,000,000

no later than July 15, 2020”). As set forth in the Hickman Declaration, Mr. Hickman is “not aware

of any agreement or understanding between the Debtor and the County requiring the Debtor to

return or repay any portion of the County [Payment].” Hickman Decl. ¶ 8 (emphasis added).

Subsequently, the Debtor proceeded to spend approximately $240 million, inter

alia, to purchase the Project site and to fund a substantial portion of the construction, including

construction of aspects of the Project that constituted Bond Funded Infrastructure. Id. ¶ 9.

D. The City Fails To Issue the Public Bonds And The Project Is Terminated

The City of Rock Hill had the obligation to use reasonable best efforts to raise the

required $225 million public bond issue by February 26, 2021. The City defaulted on that

obligation. The Debtor estimated that it would cost an additional $500 million or more to complete

the Project. Accordingly, in March 2022, the Debtor suspended work on the Project.

On March 18, 2022, to protect itself from claims by the City and to preserve its

rights against the City, the Debtor issued to the City a notice of default of the City’s obligations

for failing to use reasonable best efforts to issue the public bonds by February 26, 2021. After the

30-day cure period under the FCAA expired with no cure by the City, on April 19, 2022, the Debtor

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provided the City with a notice of special termination of the LDA and a notice of rescission of the

FCAA.

On May 31, 2022, the eve of the Petition Date, the County sent the Demand Letter

to the Debtor– and not to any of the Affiliate Non-Debtor Defendants – making allegations similar

to those contained in the County Complaint and demanding the return of the County Payment. The

County Payment was wired directly to the Debtor’s general operating account, however, and was

already employed for general Project expenses – including approximately $240 million in

construction and project site purchase expenses – prior to the County’s demand.

The Debtor filed this Chapter 11 Case on the following day, June 1, 2022.

E. The State Court Action Is Commenced

Eight days after this Chapter 11 Case was filed, despite the fact that its demand

letter was issued only to the Debtor, the County, acting by and through its individual agents and

representatives, filed the State Court Action on June 9, 2022 in South Carolina state court against

certain non-debtor defendants, Appaloosa Management, LP, DT Sports Holding, LLC, and Tepper

Sports Holding, Inc. (together, the “Affiliate Non-Debtor Defendants”) and the City

(collectively, the “Non-Debtor Defendants”)—styled York County v. Appaloosa Management LP

et al., 2022-CP-4601756 (S.C. 16th Jud. Cir. Ct. June 9, 2022).

On the same day as the County filed the County Complaint, the Debtor’s counsel

responded to the Demand Letter to advise the County of the existence of the automatic stay (the

“Debtor’s June 9 Response Letter”).17

17
A true and correct copy of the Debtor’s June 9 Response Letter is attached hereto as Exhibit H.

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In the complaint (the “County Complaint”),18 the County expressly acknowledges

that “on June 1, 2022 [the Debtor] filed for Chapter 11 Bankruptcy.” Id. ¶ 72. Further, it concedes

that “[u]nder the FCAA, the City of Rock Hill committed to ‘use reasonable best efforts to issue

Bonds . . . in an amount sufficient to fund the Project Fund with the Maximum Project Fund

Amount’ of $225 million” but “the City of Rock Hill failed to issue the required bonds” and as a

result “the development project collapsed.” County Compl., at 1, 7 ¶ 3. Nevertheless, the County

alleges, inter alia, that the Affiliate Non-Debtor Defendants “directed the misappropriation of $21

million of statutorily restricted, public funds from their stated purpose, the expansion of a roadway

in York County, and improperly utilized these funds on their failed vanity project.” County

Compl., at 1.

The Complaint also includes certain allegations relating to the “Mt. Gallant

Expansion,” a term referencing the contemplated expansion, as part of the Project, of Mt. Gallant

Road (the “Mt. Gallant Expansion”). Specifically, the County asserts reliance upon Section 15(f)

of the FCAA – an agreement exclusively between the City and the Debtor and under which the

County has no rights – which provides, inter alia, that the “Developer shall use the County-

contributed funds under the Interlocal Agreement to help pay for the Expanded Scope,” i.e., the

Mt. Gallant Expansion. County Compl. ¶ 45. The County Complaint further alleges that “[t]he

City of Rock Hill has failed to live up to its end of the bargain” and “the City of Rock Hill

breached” its obligations under the FCAA “by failing to issue [] bonds.” County Compl. ¶¶ 115,

117. As discussed herein, however, the State Court Action omits the fact that the FCAA

Agreement is an agreement solely between the City and the Debtor and expressly states that “[t]he

18
A true and correct copy of the County Complaint is attached hereto as Exhibit I.

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provisions of this Agreement are for the sole benefit of the Parties [i.e., the City and the Debtor]

and their successors and permitted assigns, and they will not be construed as conferring any rights

to any third party.” FCAA § 12.4 (emphasis added).

a. The State Court Claims

Ultimately, the State Court Action asserts five counts for relief against the Affiliate

Non-Debtor Defendants (the “Affiliate Non-Debtor Defendant Claims”), including civil

conspiracy, negligence, interference with contractual relations, and negligent misrepresentation,

and a single count of breach of contract against the City of Rock Hill (the “City Claim” and

together with the Affiliate Non Debtor Defendant Claims, the “State Court Claims”).

The City Claim asserts breach of contract against the City arising from the FCAA,

a contract solely between the City and the Debtor that expressly disclaims all third-party

beneficiaries. Compare County Compl. ¶¶ 109-110 (“Plaintiff and the City of Rock Hill are parties

to the Interlocal Agreement . . . [and] the LDA and FCAA intentionally confer benefits upon York

County, making it a third-party beneficiary of those agreements.”) with FCAA § 12.4 (The

provisions of this Agreement are for the sole benefit of the Parties [i.e., the City and the Debtor]

and their successors and permitted assigns, and they will not be construed as conferring any rights

to any third party.”); LDA § 26 (same). Accordingly, even if the allegations in the County’s

Complaint were credited, to the extent “[t]he City of Rock Hill has failed to live up to its end of

the bargain” and “the City of Rock Hill breached [the FCAA] by failing to issue [] bonds” (County

Compl. ¶¶ 115, 117)—those breaches can only be asserted by Debtor, not the County. With respect

to the Affiliate Non-Debtor Defendant Claims, they seek recovery on claims that could be asserted

by any creditor of the estate insofar as they relate to injuries arising from the Debtor’s alleged

failure to complete the Project and the Debtor’s conduct in connection with the construction

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thereof (and suspension of that construction). Any claims against the alter egos of the Debtor, if

they exist at all, are general claims, with no particularized injury arising from them and could be

brought by any creditor of the debtor under the circumstances of this case. As the first paragraph

in the County Complaint makes clear “York County has been damaged by a breakdown between

the City of Rock Hill . . . [and] the ‘Tepper Defendants’ . . . [whereby] [1] City of Rock Hill failed

to issue the required bonds, [2] the development project collapsed . . . and [3] the County should

be made whole.” County Compl., at 1 (emphasis added). Every single creditor of the estate shares

the same general claim, namely: (1) the City of Rock Hill “failed to issue the required bonds,” (2)

the Project was suspended (i.e., “collapsed”); and (3) they should allegedly be made “whole.”

Well-established law in this Circuit holds that any such claims – sounding in alter ego theories of

liability – are property of the Debtor’s estate.

Moreover, here, there is no particularized harm to the County. The County

Payment does not give rise to a claim of debt or any interest in the Debtor or its assets. Insofar as

claims against the Non-Debtor Affiliate Defendants exist, and the Debtor takes no position on the

validity or value of any such claims at this time, they are claims that could only be brought by the

Debtor, and the County lacks standing to bring such claims.

Further, the County’s claims against the Affiliate Non-Debtor Defendants assert

that those defendants’ supposed wrongdoing was perpetrated by virtue of the Debtor’s conduct,

which the County alleges was controlled by Affiliate Non-Debtor Defendants. For example, even

though the Affiliate Non-Debtor Defendants were not parties to any agreements relating to the

Project, with the County or otherwise, the County asserts that the Affiliate Non-Debtor Defendants

“controlled all aspects of the relationships with York County.” County Compl. ¶ 20. The County

also asserts that the Affiliate Non-Debtor Defendants “directly controlled [the County Payment]

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funds with direct access to and control of [Debtor’s] bank account. The Tepper Defendants

determined where these [County Payment] monies were spent [by the Debtor] and to whom they

were paid [by the Debtor].” County Compl. ¶ 21.

In sum, all of the County’s claims against the Affiliate Non-Debtor Defendants rest

on the premise that the Debtor committed the same alleged wrongdoing as the Affiliate Non-

Debtor Defendants, acting at their direction. Thus, the State Court Action will necessarily require

a determination with respect to the Debtor’s liability.

Further, the City Claim asserts the breach of a contract under which the County has

no rights. As explained above, the Debtor has rights against the City under the Project

Agreements, and the County is improperly exercising dominion and control over those claims,

which are property of the estate, by asserting them against the City in the State Court Action.

As noted above, the County’s willfulness is demonstrated by, inter alia, the fact

that the Affiliate Non-Debtor Defendant Claims effectively mirror the assertions in the County’s

Demand Letter that was sent nine days earlier, not to the Affiliate Non-Debtor Defendants, but to

the Debtor. These circumstances (coupled with the letter that the Debtor sent in response alerting

the County to the Chapter 11 Case), remove any doubt that the County, by and through its

individual agents and representatives, had actual knowledge of the automatic stay and that its

Affiliate Non-Debtor Defendant Claims are premised upon primary liability of the Debtor.

b. The State Court Action’s Impact on the Debtor and its Chapter 11 Case

A determination of the liabilities of the Affiliate Non-Debtor Defendants in the

State Court Action regarding the County Payment could impact the Debtors’ rights and obligations

because the Debtor stood at the center of the alleged conduct underpinning the Affiliate Non-

Debtor Defendant Claims. As such, the Debtor is a necessary party to the State Court Action

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because its liability must be determined in order to give effective relief to the County with respect

to the Affiliate Non-Debtor Defendant Claims. Further, the Debtor also faces material risk of

collateral estoppel, which could materially impair the Debtor’s reorganization efforts. If the legal

and factual issues relating to the County Payment are determined by the York County court (or

South Carolina district court),19 the Debtor faces a material risk that those determinations will

collaterally estop the Debtor from taking contrary positions in further litigation, including in

connection with the determination of the County’s claim against the Debtor in this Chapter 11

Case and in connection with the above-captioned Adversary Complaint in this proceeding seeking

declarations regarding the legal character of the County Payment.20

For similar reasons, the Debtor is also a necessary party to the State Court Action

and faces collateral estoppel risk in respect of the City Claim because no relief could be granted to

the County unless the Debtor were also entitled to that relief and, if there is any determination

made in respect of the breaches of the Project Agreements in a proceeding to which it is not a

party, it could be prejudiced by those determinations. As such, to protect the integrity of the

19
On July 07, 2022, the Affiliated Non-Debtor Defendants removed the State Court Action to the United States
District Court for the District of South Carolina, Case No. 22-cv-02167-CMC (D. S.C. July 7, 2022) (D.E. 1). The
Debtor understands that, in order to encourage a global settlement of the County’s claims with respect to the
Project, one or more Affiliate Non-Debtor Defendants, using their own funds, have deposited an amount equal to
the County Payment into a segregated third-party escrow account. The Debtor understands that the funding of
the escrow account is intended – without the admission of any fact, event or circumstance or waiver of any right,
claim or defense – to facilitate the Debtor’s timely exit from the Chapter 11 Case by recreating the County’s
alleged status quo ante and providing a source for distributions with respect to any claim of the County that may
be allowed in the Chapter 11 Case pursuant to a global settlement or as may otherwise be ordered by the Court. To
reiterate: the Debtor contends, as set forth in detail herein, that the County has no claim against the Debtor or
interest in the Debtor or in the Debtor’s asset arising from or relating to the County Payment or otherwise.
20
With respect to this Complaint specifically, it seeks a judgment, inter alia, declaring that the County Payment
does not give rise to any claim of debt against the Debtor or any of the Debtor’s assets, which is directly contrary
to the claims asserted in the County Complaint. Thus, the State Court Action presents a real and material risk
that the Debtor will be prejudiced by inconsistent rulings and/or collateral estoppel with respect to the
determination of rights regarding the County Payment.

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bankruptcy process, the automatic stay should be extended pursuant to 11 U.S.C. § 105(a) to cover

the City Claim as well.

In addition, if the Affiliate Non-Debtor Defendants were found liable in the State

Court Action, claims for contractual or common law indemnity and/or contribution could be

asserted directly against the Debtor. The LLCA defines a “Covered Person” as the Member, and

any “equityholder . . . of the [Debtor’s] affiliates.” The Ultimate Parent is the equityholder of

various entities that are affiliates of the Debtor because they are under the Ultimate Parent’s

common control via the Member.

As Covered Persons, the Member and the Ultimate Parent have a broad indemnity

for any claims relating to or arising out of or in connection with the Debtor, its property, business

or affairs. Specifically, the indemnity provision in the LLCA provides that:

the [Debtor] shall indemnify and hold harmless each Covered Person from and
against any and all claims, liabilities, damages, losses, costs and . . . of any nature
whatsoever . . . arising from any and all claims, demands, actions, suits or
proceedings . . . in which the Covered Person may be involved, or threatened to be
involved, as a party or otherwise, by reason of its management of the affairs of the
[Debtor] or which relates to or arises out of or in connection with the [Debtor], its
property, its business or affairs, including its status as a member therein.
In addition, with the approval of the Member, a Covered Person’s defense costs

may be advanced by the Debtor.21

Here, the Affiliate Non-Debtor Claims against the Member and the Ultimate Parent

asserted by the County relate to decisions and actions allegedly taken by the Member and the

Ultimate Parent, or under their effective control, on how to hold, treat and use the County Payment

that was provided to, held by, and used by, the Debtor. As such, these claims “arise[] out of or in

21
LLCA § 17(b).

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connection with the [Debtor], its property, its business or affairs” and fall plainly within the scope

of the indemnity in the LLCA. As Covered Persons, therefore, any claims asserted against the

Member and Ultimate Parent, and the costs of the defense thereof, would be covered losses under

the indemnity provisions of the LLCA, entitling the Member and the Ultimate Parent to claims

against the Debtor.

There are also potential claims for contribution that may arise from the Affiliate

Non-Debtor Claims. Under South Carolina law, a tortfeasor has a right to seek contribution from

a joint tortfeasor, even if the joint tortfeasor was not party to the tort action. S.C. Code Ann. § 15-

38-40(B) (“a defendant has the right to seek contribution against any judgment defendant and other

persons who were not made parties to the action.”). Here, the State Court Claims revolve around

the Debtor’s actions after receiving the County Payment, including the alleged misappropriation

and use of such funds. The Debtor is the principal actor at the center of the alleged wrongful acts

or omissions asserted in the County Complaint. Accordingly, although the Debtor believes such

claims lack merit, if successful, the Affiliate Non-Debtor Defendants would likely have claims for

contribution against the Debtor as a joint tortfeasor principally liable for any damages.

Under Third Circuit law, these facts give rise to a substantial “identity of interest”

that warrants extension of the automatic stay to enjoin the State Court Action against the Non-

Debtor Defendants.

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CLAIMS FOR RELIEF

COUNT ONE
(For A Declaration, Pursuant To The Declaratory Judgment Act, 28 U.S.C. §§ 2201-2202,
That The State Court Action Violates The Automatic Stay of 11 U.S.C. § 362)

The Debtor repeats and re-alleges the allegations contained in the preceding

paragraphs of the Complaint as if fully set forth herein.

This cause of action requests declaratory relief under the Declaratory Judgment

Act, 28 U.S.C. §§ 2201-2202.

The Declaratory Judgment Act provides that “[i]n a case of actual controversy

within its jurisdiction, . . . any court of the United States, . . . may declare the rights and other legal

relations of any interested party seeking such declaration, whether or not further relief is or could

be sought.” 28 U.S.C. § 2201. Additionally, “[f]urther necessary or proper relief based on a

declaratory judgment or decree may be granted, after reasonable notice and hearing, against any

adverse party whose rights have been determined by such judgment.” 28 U.S.C. § 2202.

A bona fide, actual, present dispute exists between the Debtor, on the one hand, and

the County, on the other hand, concerning the application of the automatic stay.

The automatic stay under 11 U.S.C. § 362(a) is a fundamental debtor protection

that permits debtors to effectively reorganize while ensuring that all creditors are treated fairly and

equitably.

Section 362(a) of the Bankruptcy Code provides that the filing of a bankruptcy

petition “operates as a stay, applicable to all entities, of (1) the commencement or continuation,

including the issuance or employment of process, of a judicial, administrative, or other action or

proceeding against the debtor that was or could have been commenced before the commencement

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of the case under this title, or to recover a claim against the debtor that arose before the

commencement of the case under this title.” 11 U.S.C. § 362(a)(1). Additionally, it prohibits,

among other things, any act to obtain possession of property of a debtor’s estate or of property

from a debtor’s estate or to exercise control over property of a debtor’s estate. 11 U.S.C. §

362(a)(3). Asserting a cause of action that belongs to the Debtor’s estate is exercising control over

property of the estate in violation of the stay.

Section 362(a)(3) of the Bankruptcy Code provides that “any act to obtain

possession of property of the estate or of property from the estate or to exercise control over

property of the estate” constitutes a willful violation of the automatic stay. A violation of Section

362(a)(3) requires both (1) a post-petition act and (2) property of the estate.

The City Claim and Affiliate Non-Debtor Defendant Claims are property of the

estate, which the Debtors maintain exclusive standing to pursue and have not abandoned.

In addition, the Affiliate Non-Debtor Defendant Claims, if allowed to proceed,

would require a determination with respect to the Debtor’s liability.

No exception to the automatic stay is applicable.

Accordingly, pursuant to the Declaratory Judgment Act, 28 U.S.C. §§ 2201-2202,

the Debtor seeks a judgment declaring that the State Court Action violates the automatic stay of

section 362 of the Bankruptcy Code.

COUNT TWO
(For A Declaration, Pursuant To The Declaratory Judgment Act, 28 U.S.C. §§ 2201-2202,
That The County Payment Does Not Give Rise To Any Claim Against The Debtor Or Any
Interest In The Debtor Or In Any Of The Debtor’s Assets)

The Debtor repeats and re-alleges the allegations contained in the preceding

paragraphs of this Complaint as if fully set forth herein.

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This cause of action requests declaratory relief under the Declaratory Judgment

Act, 28 U.S.C. §§ 2201-2202.

The Declaratory Judgment Act provides that “[i]n a case of actual controversy

within its jurisdiction, . . . any court of the United States, . . . may declare the rights and other legal

relations of any interested party seeking such declaration, whether or not further relief is or could

be sought.” 28 U.S.C. § 2201. Additionally, “[f]urther necessary or proper relief based on a

declaratory judgment or decree may be granted, after reasonable notice and hearing, against any

adverse party whose rights have been determined by such judgment.” 28 U.S.C. § 2202.

A bona fide, actual, present dispute exists between the Debtor, on the one hand, and

the County, on the other hand, concerning the County Payment. In particular, the County sent the

May 31, 2022 Demand Letter to the Debtor, demanding the return of the $21 million County

Payment. In addition, the State Court Action has precipitated an actual controversy regarding the

nature of the Debtor and its affiliates’ rights and legal relations in connection with the $21 million

payment made by the County to the Debtor. The County claims under various theories that the

funds should be returned to it. The Debtor disputes that the County is entitled to the return of those

funds. A judgment declaring the parties’ respective rights and obligations will resolve their

dispute.

The Bankruptcy Code defines “debt” to mean “liability on a claim.” 11 U.S.C. §

101(12). “Claim” is defined, in relevant part, to mean “a right to payment, whether or not such

right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,

disputed, undisputed, legal, equitable, secured, or unsecured.” 11 U.S.C. § 101(5)(A).

Under the Interlocal Agreement, the County agreed to transfer $21 million to the

Debtor, an expressly named third-party beneficiary, which does not owe duties or obligations to

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the contractual parties. See Interlocal Agreement § 4.29(c) (“[T]he County shall make a direct

payment to the Developer or its designee in the amount of $21,000,000 no later than July 15,

2020”); id. § 6.10 (“The parties agree that the Developer is an intended third-party beneficiary of

this Agreement and may, at its option, enforce the terms of this Agreement or appear as a party in

any litigation concerning this Agreement.”).

The County Payment was transferred without any obligations imposed on the

Debtor and no contractual relations existing between the parties with respect to repayment. The

Debtor received the County Payment pursuant to the terms of the Interlocal Agreement. It

employed the funds for general Project expenses, which have exceeded $240 million in

construction and project site purchase costs to date. No viable claim for a “debt” can be asserted

against the Debtor under these circumstances.

Additionally, the County did not seek or obtain in exchange for the $21 million

payment any form of stock certificate, interest in a partnership, warranty or right to purchase, sell,

or subscribe to a security, or entitlement to any other cognizable equity interest, from the Debtor.

Further, the County did not seek to preserve an interest in the County Payment once made, nor did

it seek or obtain any lien, charge, security interest or other interest in the proceeds of the County

Payment or any other asset of the Debtor. Accordingly, there was no agreement that the County

would obtain any form of interest in the Debtor or in the Debtor’s assets in exchange for the $21

million payment.

Accordingly, the Debtor is entitled to judgment pursuant to 28 U.S.C. §§ 2201-

2202 declaring that the County Payment does not give rise to any claim against the Debtor or any

interest in the Debtor or in any of the Debtor’s assets.

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COUNT THREE
(For Injunctive Relief Pursuant To Bankruptcy Rule 7065 and 11 U.S.C. § 362)

The Debtor repeats and re-alleges the allegations contained in the preceding

paragraphs of the Complaint as if fully set forth herein.

Section 362(a) of the Bankruptcy Code provides that the filing of a bankruptcy

petition “operates as a stay, applicable to all entities, of (1) the commencement or continuation,

including the issuance or employment of process, of a judicial, administrative, or other action or

proceeding against the debtor that was or could have been commenced before the commencement

of the case under this title, or to recover a claim against the debtor that arose before the

commencement of the case under this title.” 11 U.S.C. § 362(a)(1).

Section 362(a) of the Bankruptcy Code further provides that the filing of a

bankruptcy petition operates as a stay, applicable to all entities, of “(3) any act to obtain possession

of property of the estate or of property from the estate or to exercise control over property of the

estate.” 11 U.S.C. § 362(a)(3).

In furtherance of any relief granted to the Debtor by the Court in respect of count I

above, this cause of action requests injunctive relief pursuant to sections 362(a) of the Bankruptcy

Code and Bankruptcy Rule 7065. 11 U.S.C. §§ 105(a), 362(a); Fed. R. Bank. P. 7065.

The County, acting by and through its individual agents and representatives, is in

violation of the automatic stay as set forth in count I herein. Accordingly, the Debtor is entitled to

an injunction under sections 362(a) of the Bankruptcy Code and Bankruptcy Rule 7065 enjoining

the further prosecution of the State Court Action.

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COUNT FOUR
(For Injunctive Relief Pursuant To Bankruptcy Rule 7065 and 11 U.S.C. §§ 362 and 105)
The Debtor repeats and re-alleges the allegations contained in the preceding

paragraphs of the Complaint as if fully set forth herein.

This cause of action requests injunctive relief pursuant to sections 362(a) and

105(a) of the Bankruptcy Code and Bankruptcy Rule 7065. 11 U.S.C. §§ 105(a), 362(a); Fed. R.

Bank. P. 7065.

Section 105(a) of the Bankruptcy Code authorizes the court to “issue any order,

process, or judgment that is necessary or appropriate to carry out the provisions of [the Bankruptcy

Code].” 11 U.S.C. § 105(a). Relief under section 105 is particularly appropriate in chapter 11

cases, such as these, where it is necessary to protect the Debtor’s ability to effectively confirm a

plan of reorganization and to preserve the property of the Debtor’s estate. A bankruptcy court

may, therefore, in its discretion, extend the automatic stay to actions against non-debtors under

section 105.

Here, the Debtor is a necessary party to all of the State Court Claims and faces

material collateral estoppel risk if the State Court Action is permitted to proceed. Further, the

Member and Ultimate Parent are direct and indirect shareholders of the Debtor and indemnified

by the Debtor, and all Affiliate Non-Debtor Defendants will or may have common law rights of

indemnity or contribution against the Debtor. The alleged conduct at issue – receiving and

purportedly “misappropriating” the County Payment – necessarily involves the alleged conduct of

the Debtor who is the recipient of those funds. Accordingly, the Affiliate Non-Debtor Defendants

may assert a right of contribution or indemnity against the Debtor.

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Accordingly, the Debtor is entitled to an injunction under sections 362(a) and

105(a) of the Bankruptcy Code and Bankruptcy Rule 7065 enjoining the further prosecution of the

State Court Action.

PRAYER FOR RELIEF

WHEREFORE, the Debtor respectfully requests this Court enter an order and judgment

pursuant to the Declaratory Judgment Act, 28 U.S.C. §§ 2201-2202, sections 105(a) and 362 of

the Bankruptcy Code, and Bankruptcy Rule 7065, granting the following relief:

A. On Count I, declaring that the claims asserted in the State Court Action violate the

automatic stay, and awarding actual damages to the Debtor in an amount to be

determined at trial, including reasonable fees and costs;

B. On Count II, declaring that the County Payment does not give rise to any claim

against the Debtor or any interest in the Debtor or in any of the Debtor’s assets;

C. On Count III, in furtherance of Count I, enjoining and restraining the prosecution

of the State Court Action pursuant to Bankruptcy Rule 7065 and 11 U.S.C. § 362

as a direct violation of the automatic stay;

D. On Count IV, in the alternative to the relief requested by counts I and III, extending

the automatic stay to enjoin and restrain the prosecution of the State Court Action

pursuant to Bankruptcy Rule 7065 and 11 U.S.C. §§ 362 and 105; and

E. Such other and further relief as the Court deems just and proper.

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Dated: July 14, 2022 Respectfully submitted,

FARNAN LLP

/s/ Michael J. Farnan

Joseph J. Farnan, Jr. (Bar No. 100245)
Brian E. Farnan (Bar No. 4089)
Michael J. Farnan (Bar No. 5165)
919 North Market Street, 12th Floor
Wilmington, Delaware 19801
Telephone: (302) 777-0300
Email: farnan@farnanlaw.com
bfarnan@farnanlaw.com
mfarnan@farnanlaw.com

WHITE & CASE LLP

Thomas E Lauria (admitted pro hac vice)
Varoon Sachdev (admitted pro hac vice)
Southeast Financial Center
200 South Biscayne Boulevard, Suite 4900
Miami, FL 33131
Telephone: (305) 371-2700
Email: tlauria@whitecase.com
varoon.sachdev@whitecase.com

J. Christopher Shore (admitted pro hac vice)

Stephen Moeller-Sally (admitted pro hac vice)
Colin T. West (admitted pro hac vice)
Mark Franke (admitted pro hac vice)
Brandon Batzel (admitted pro hac vice)
1221 Avenue of the Americas
New York, NY 10020
Telephone: (212) 446-4800
Email: cshore@whitecase.com
ssally@whitecase.com
cwest@whitecase.com
mark.franke@whitecase.com
brandon.batzel@whitecase.com

William A. Guerrieri (admitted pro hac vice)

111 South Wacker Drive, Suite 5100
Chicago, IL 60606
Telephone: (312) 881-5400
Email: william.guerrieri@whitecase.com

Proposed Counsel to the Debtor and

Debtor-in-Possession

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