UPDATE 1: LIV Golf Files Chapter 11 With $300M BC Partners Deal to Launch ‘LIV 2.0’, Proposes 52.5% Equity Stake For Players

Wed Sep 09, 2026 08:06 AM ET: Under the LIV debtors’ RSA with BC Partners, new equity would be allocated 52.5% to players, 45% to BC Partners and any co-investors and 2.5% to management. According to the first day declaration of CRO David Orlofsky, the debtors are continuing to negotiate with potential minority investors and players. Additionally, the debtors are seeking to reject all existing multi-year players’ contracts and indemnification agreement (with certain rights surviving) to to clear the way for new compensation terms under LIV 2.0 and cut associated administrative costs.

The BC Partners RSA requires the debtors to execute an acceptable RSA with PIF within 10 days of the petition date, and with the requisite number of players within 35 days, or Oct. 13. “Requisite” players are those holding at least two-thirds in amount and one-half in number of player claims. The transaction is also conditioned on specific players designated by BC Partners signing go-forward player contracts.

The debtors have obtained $49.6 million in new money DIP financing commitments from PIF, the debtors’ only prepetition secured lender under a $495 million facility secured by substantially all of the debtors’ assets, along with an incremental DIP from BC Partners to fund certain start-up costs associated with LIV 2.0 (terms HERE). PIF also holds 98.48% of the company’s common equity and has provided the debtors with approximately $5 billion in equity capital since 2021.

The PIF DIP contemplates a dollar-for-dollar roll-up of the $49.6 million in prepetition PIF debt. The debtors have 30 days under the DIP to finalize the LIV 2.0 going-concern transaction and file a chapter 11 plan implementing it; absent that, they would shift to a wind-down of the estates through a liquidating trust.

As described below, the BC Partners RSA provides a $300 million investment in LIV 2.0 Affiliated funds of BC Partners and co-investors would provide up to $150 million of the total financing. The RSA carries a 3% break fee ($9 million) payable to BC Partners solely from the proceeds of an alternative investment or sale transaction during the BC Partners 90-day exclusivity period (subject to limitations).

As detailed in the RSA term sheet, the $300 million investment consists of the following, subject to certain adjustments:
 

• $127.5 million First Lien Term Loan: 5-year maturity, SOFR + 800 bps interest (cash or PIK), with 5.0% warrant coverage for common stock at $0.01/share.

• $147.5 million in Senior Preferred Equity: 15% per annum PIK rate, with a minimum 1.2x MOIC (increasing by 0.2x per annum) and 10% warrant coverage for common stock.
• $25 million in Convertible Subordinated Preferred Equity: Converts into 30% common equity on an as-converted basis.

The players would receive as recovery for their allowed claims, subject to providing mutual releases to all parties and signing certain settlement agreements, rights to acquire equity in the reorganized debtor to achieve 52.5% of common equity stake, subject to adjustment. Additionally, in exchange for agreeing to play in LIV 2.0, players would receive amended multi-year service contracts, signing bonuses, the return of certain “NIL” rights and an average of approximately 30% aggregate ownership stake in individual teams. Existing PIF debt and equity would be canceled in exchange for releases (upon conclusion of investigation).

The RSA includes a team sale waterfall that contemplates sale proceeds to LIV to be allocated based on team ownership – i.e. 30% to players and 70% to LIV 2.0, with LIV’s allocation to be subject to a term loan sweep.

The transaction is structured to preserve the debtors’ roughly $5 billion in NOLs. On Aug. 24 and Sept. 8, the company merged the team structures and canceled the common equity of the players and sponsors to preserve the company’s roughly $5 billion in net operating losses, which Orlofsky says is one of the debtors’ most valuable assets.

Historically, according to Orlofsky, LIV operated through 13 four-player teams of contracted players who competed against each other. The teams operate effectively as franchises, and are permitted to enter into their own sponsorship contracts. All but two of the teams were partially player-owned, with one or more players commonly holding up to 25% of team equity.

The RSA is subject to certain milestones:
 

• 3 days after the petition date: The debtors file a motion seeking authority to assume the BC Partners RSA.
• 10 days after the petition date: The court holds a hearing on the RSA assumption motion and the Incremental BC Partners DIP.
• At or before the RSA assumption hearing: The Debtors, PIF and BC Partners enter into an acceptable RSA.
• 35 days after the petition date: The Debtors, PIF, BC Partners and a requisite number of players enter into an acceptable RSA.