CASE SUMMARY: LIV Golf Files Chapter 11 to Pursue ‘Player-First’ Ownership Model With $300M Investment From BC Partners, $50M DIP From Saudi Arabia’s PIF

Background / Events Leading to Bankruptcy Filing

The debtors own and operate the world’s only global golf league, consisting of 13 teams, a 14-tournament schedule and many of the world’s best golfers, according to CRO Orlofsky. The league consists of 57 golfers, 52 of whom are divided into 13 four-member teams. The remaining five “wild card” golfers compete individually.

LIV Golf was formed in June 2021 in the United States, Jersey and the United Kingdom, and launched operations in March 2022 after receiving equity funding from entities controlled by PIF. Since LIV Golf’s inception, entities controlled by PIF have invested approximately $5 billion in equity capital. PIF remains the ultimate equity owner of LIV Golf with 98.48% of the company’s common equity.

The debtors’ operations are broadly divided into two segments: the “League” and “Teams.” The League is the debtors’ primary revenue source and is divided between U.S. and international operations. The League entities operate all tour events, hold the rights to ticketing, hospitality, host city relationships, broadcasting and sponsorships, and are counterparties to vendors and some player contracts.

The Teams are 13 separate operating entities wholly owned by debtor LIV Golf Incorporated that operate effectively as franchises. Prior to the consolidation of the teams on Aug. 24 and Sept. 8, all but two of the teams were minority owned by one or more players, with one or more players commonly holding up to 25% of team equity. The Teams generate revenue through sponsorship deals and are typically counterparties to player contracts. The teams generated approximately 20% of LIV Golf’s revenue in 2025.

The debtors generate revenue through sponsorships, which accounted for approximately 49% of 2025 revenue, tournament hosting fees (22% of 2025 revenue), ticketing and hospitality (16% of 2025 revenue), broadcasting rights (5% of 2025 revenue), merchandise sales (same) and other revenue, including food and beverage commissions (3% of 2025 revenue).

The debtors provide the following simplified organizational chart:
 

According to Orlofsky, while LIV Golf has “had success over its five-year span of operations,” it has continually run at an operational loss and is “still years away from projected stand-alone profitability” based on its current structure. The company generated approximately $3 billion in net operating losses at LIV Golf Inc. and approximately $2 billion at LIV Golf Ltd., for a total of approximately $5 billion as of Dec. 31, 2025.

In April, PIF announced it would cease making further equity infusions to LIV Golf, precipitating the bankruptcy filing. Following the announcement, the company made governance changes, engaged various professional advisors to help it evaluate its strategic alternatives and took operational steps to minimize go-forward liabilities and retain key employees.

In June, PIF agreed to fund operations through the remainder of the 2026 season with a $495 million loan secured by substantially all of the debtors’ assets.

The debtors began a marketing process in May, with Ducera reaching out to over 300 potential investors. One hundred and four potential investors signed nondisclosure agreements and accessed the virtual data room. Of those104 potential investors, approximately 30 engaged in detailed diligence. Ultimately, five leading prospects were identified (along with potential minority investors), and each of these prospects were asked to submit final nonbinding bids by July 22.

The debtors received two nonbinding term sheets by the deadline and determined that the bid submitted by BC Partners was the most viable. The debtors spent weeks negotiating the BC Partners bid that culminated in the execution of the RSA on Sept. 8.

Restructuring Support Agreement

Under the restructuring term sheet attached to the RSA, BC Partners and its coinvestors would provide $300 million in exit financing to reorganized LIV Holdco, comprised of the following:
 

• $127.5 million five-year first lien term loan secured by substantially all of the reorganized debtors’ assets that includes warrants to purchase 5% of reorganized LIV Holdco equity at $0.01 per share;
   
• $147.5 million in senior preferred equity that includes warrants for 10% of reorganized LIV Holdco equity at $0.01 per share; and
   
• $25 million for convertible preferred equity exchangeable for 30% of reorganized equity on an as-converted basis at the price offered to players and management.
   

Funds affiliated with BC Partners and coinvestors would provide up to $150 million of the financing, with “[o]ther investors mutually acceptable to BC Partners and the Company” given the opportunity to coinvest “in a pro-rata strip across Term Loan, Senior Preferred Equity and Convertible Subordinated Preferred Equity.” Non-pro-rata coinvestment would be subject to BC Partners’ approval.

The RSA term sheet provides that proceeds from team sales would be split 30% to players and 70% to LIV Holdco, with the latter share subject to a cash sweep in favor of the BC Capital term lenders, as follows:
 

• In years one through three following the close of the transaction:
  • 50% of proceeds on first $25 million of total enterprise value;
  • 33% of proceeds between $25 million and $75 million of TEV; and
  • 25% of proceeds greater than $75 million of TEV.
     
• After year three: 50% of all proceeds.
   

The term loan would bear interest at SOFR+8%, payable in cash or PIK at LIV Holdco’s election, with a 2% SOFR floor and a 2% default premium. The loan would amortize at interest only for the first three years and at 5% thereafter. Fees include a 2% upfront fee payable in kind and a 2% exit fee. DIP loans owned by BC Partners either through acquisition or refinancing of the DIP facility would roll into the term facility and reduce the amount of new capital provided by BC.

The BC Partners preferred equity would accrue at a PIK rate of 15% per annum and have a liquidation preference equal to a minimum multiple on invested capital, or MOIC, of 1.2x at the start, increasing by 0.2x per annum.

BC Partners would also receive the exclusive right to purchase one expansion team for $1 following the introduction of two post-emergence expansion teams. This right would expire 10 years after the effective date. BC Partners and its coinvestors would also receive 2% of revenue for seven years after the reorganized debtors achieve profitability, as determined by the board and subject to a mutually agreed-upon buyout formula.

Players would receive reorganized equity in LIV HoldCo sufficient to satisfy the NOL carryforward requirements of section 382(l)(5) of the U.S. Tax Code – the “Player Equity Adjustment” – and the right to acquire up to 52.5% of reorganized LIV Holdco equity, subject to the Player Equity Adjustment. The players’ distributions would be subject to execution of amended contracts providing for signing bonuses, return of their NIL rights, aggregate player ownership of approximately 30% in their LIV team and releases of any claims against the PIF.

Management would receive 2.5% of reorganized LIV Holdco equity as an incentive for participating in the transaction, plus participation in a go-forward management incentive plan. The PIF’s debt claims and equity would be canceled, and the PIF would not receive any distributions, other than a release of any debtor claims against it (subject to an internal special independent board committee investigation into potential claims).

Reorganized LIV Holdco equity would be allocated 45% to new investors, including BC Partners; 52.5% to players; and 2.5% to the MIP. LIV Holdco’s board would include seven members: three designated by BC Partners, three designated by players and management (including the CEO), and one independent member.

The RSA includes a breakup fee equal to 3% of BC Partners’ total agreed investment, payable solely from the proceeds of an alternative investment or sale transaction.

DIP Financing Motion

The debtors seek approval of a $49.6 million new-money senior secured superiority priming term loan facility provided by PIF, with authority to access $14 million on interim approval. The DIP facility is fully consensual because PIF is priming its own prepetition liens. The terms include a $49.6 million dollar-for-dollar rollup of PIF’s prepetition obligations. The DIP proceeds would be used to fund the bankruptcy cases and implement the RSA with BC Partners.

The DIP facility bears interest at 12% per annum, payable in kind, with a 2% default rate, and matures on the earlier of 120 days from the petition date, the effective date of a plan, 35 days after the petition date if the final order is not entered, the sale of all or substantially all assets, or an event of default.

The DIP collateral includes first-priority priming liens on unencumbered property, first-priority priming liens on the prepetition collateral and junior liens on encumbered property. Adequate protection for PIF as prepetition lender includes replacement liens, a superpriority claim and payment of accrued fees and professional expenses, subject to a carve-out for professional fees and U.S. Trustee fees. Subject to entry of a final order, the debtors propose a waiver of the estates’ right to seek surcharge of the DIP lenders’ collateral pursuant to Bankruptcy Code section 506(c) and the “equities of the case” exception under section 552(b).

The facility does not contemplate any upfront, commitment, backstop or exit fees, although the debtors are required to pay the reasonable and documented fees and expenses of the DIP lender’s advisors. The DIP credit agreement includes a budget variance covenant that restricts actual operating disbursements from varying by more than the greater of 10% or $200,000 on a cumulative basis and a minimum cash threshold of $5 million for weekly funding requests.

According to Orlofsky and investment banker Bradley Robins of Ducera, if the debtors cannot quickly access the DIP facility and use cash collateral, they would not be able to fund their immediate cash needs. Robins says that the debtors have no alternative funding sources and that the economic terms of the DIP facility are reasonable.

Key milestones tied to the DIP include:
 

• Oct. 8 (30 days from petition date): Chapter 11 plan filing;
   
• Oct. 13 (35 days from the petition date): Final DIP order entry;
   
• Nov. 27 (80 days from the petition date): DS approval;
   
• Dec. 27 (110 days from the petition date): Plan confirmation; and
   
• Jan. 6, 2027 (120 days from the petition date): Plan effectiveness.

If the BC Partner transaction cannot close on the DIP’s timeline, the debtors say they would pivot to a liquidating trust wind-down funded in part by PIF cash consideration.

The carve-out for the professional fees of the debtors and any committee of unsecured creditors is $4.5 million.

The proposed budget for the use of the DIP facility is HERE.

The lien challenge deadline is the earlier of the deadline for plan objections and 60 days after entry of the interim DIP order for parties in interest, which would be extended for a trustee to the later of 75 days after entry of the interim order or 30 days after appointment. The lien investigation budget is $25,000.

BC Partners DIP Term Sheet

In addition to the DIP financing provided by PIF, the RSA contemplates a separate $30 million new-money senior secured multidraw and delayed-draw DIP facility provided by BC Partners to fund certain start-up costs associated with LIV 2.0.

The facility would bear interest at term SOFR, subject to a 2% floor, plus 14% payable in kind, with a 2% default rate increase. It also provides for a 10% upfront premium payable in kind and 10% repayment premium upon exit, maturity or refinancing.

No more than $2.5 million may be funded before entry of the DIP final order. Tranches are released as follows:
 

• Up to $1 million: Available within three business days after the PIF becomes a part of the RSA but prior to the requisite players becoming parties of the RSA;
   
• Up to additional $2 million: Available within three business days after each of the PIF and the requisite players become part of the RSA; and
   
• Up to another $26 million: Available every other week in accordance with the weekly disbursement schedule, subject to the consent of the DIP lenders.
   

The facility would rank pari passu with the PIF-provided DIP facility, except with respect to the amount of the initial DIP loans plus fees and interest, the specified collateral and the termination fee, all of which would rank senior to the PIF DIP.

The DIP matures upon the earliest of several events, including 30 days after the closing date, the plan effective date, 40 days after the petition date if the final DIP order has not been entered, or termination of the RSA. The scheduled maturity may be extended by 30 days up to three times, subject to specified conditions and a 0.75% PIK extension premium for each extension.

Other Motions

The debtors also filed various standard first day motions, including the following:
 

• Motion for joint administration
  • The cases will be jointly administered under case No. 26-20189.
• Motion to establish trading procedures
  • The debtors seek to establish trading procedures for their common stock in order to be able to object to and prevent transfers if necessary to preserve net operating losses. The debtors have about $3 billion in NOL carryforwards and approximately $6 billion in carryforwards of disallowed business interest expense attributable to LIV Golf Inc. The debtors also identified $2 billion of losses carried forward by LIV Golf Ltd. for U.K. tax purposes, but the motion is not directed at these losses.
• Motion to pay employee wages and benefits
  • The debtors seek authority to pay $8.33 million on an interim basis and $9.13 million on a final basis in prepetition compensation and benefits.
• Motion to use cash management system
  • The company has bank accounts with JPMorgan and Barclays.
• Motion to pay foreign vendors’ prepetition claims
  • The debtors seek authority to pay $3 million in prepetition foreign vendor and lien claims on an interim and final basis.
• Motion to appoint a foreign representative for the debtors
  • The debtors seek interim and final authority to appoint and authorize a foreign representative to act in foreign proceedings related to UK debtors LIV Golf Ltd. and LIV Golf Events Ltd. and Jersey debtors LIV Golf Investments Ltd. and LIV Golf Holdings Ltd. The motion includes a proposed cross-border insolvency protocol.
• Motion to maintain insurance programs
  • The debtors seek authority to maintain insurance policies; renew, supplement, modify or purchase insurance policies; and pay broker fees on an interim and final basis.
• Motion to pay taxes and fees
  • The debtors seek interim and final authority to pay approximately $18.5 million in prepetition taxes and fees, $10.8 million of which is expected to come due during the interim period.
• Motion to provide utilities with adequate assurance
• Application to appoint Omni Agent Solutions as claims agent