EFiled: Jun 26 2024 12:38PMEBT
`Transaction ID 73490705 “i aN
`
`Case No. 2024-0647-PAF es|eS
`
`
`‘
`
`nF DELS
`JF
`Ie a
`
`EXHIBIT 1
`
`COPY OF NOTICE
`
`11028936.v1
`
`EFiled: Jun 26 2024 12:38PM EDT
`Transaction ID 73490705
`Case No. 2024-0647-PAF
`
`

`

`StackPath ABC
`A Series Limited Liability Company
`Assignment for the Benefit of Creditors Services
`
`
`
`June 24, 2024
`
`
`To the Creditors of:
`
`StackPath Management, Inc., a Delaware corporation
`StackPath TOPCO BR, LLC, a Delaware limited liability company
`StackPath TOPCO EQ, LLC, a Delaware limited liability company
`StackPath, LLC, a Delaware limited liability company
`CDN Aggregator, LLC, a Delaware limited liability company
`NETDNA, LLC (d/b/a MAXCDN, LLC), a Delaware limited liability company
`Fireblade Holdings, LLC, a Delaware limited liability company
`Highwinds Network Group, Inc., a Delaware limited liability company
`1950 North Stemmons Freeway, Suite 1001
`Dallas, Texas 75207
`
`
`Re:
`
`
`
`NOTICE FOR THE COMMENCEMENT OF
`ASSIGNMENT FOR THE BENEFIT OF CREDITORS
`
`
`Dear Sir/Madam:
`
`Please be advised that StackPath Management, Inc., StackPath TOPCO BR, LLC, StackPath
`TOPCO EQ, LLC, StackPath, LLC, CDN Aggregator, LLC, NETDNA, LLC (d/b/a MAXCDN,
`LLC), Fireblade Holdings, LLC, and Highwinds Network Group, Inc. (hereinafter collectively
`referred to as the "Assignors" or the "Companies"), executed a General Assignment for the Benefit
`of Creditors (the “Assignment”) in favor of StackPath ABC, a Delaware Series LLC, solely in its
`capacity as Assignee for the Benefit of Creditors (the "Assignee") on June 13, 2024.
`
`Prior to the Assignment, along with its parent, the Assignors operated a facility in Dallas, Texas
`located at 1950 North Stemmons Freeway, Suite 1001, Dallas, Texas 75207.
`
`The Assignee has retained the firm of Klehr Harrison Harvey Branzburg, LLP to serve as its
`counsel in this matter. The following is the contact information for the Assignee’s counsel:
`
`
`
`
`
`
`
`
`
`CHICAGO
`10 South LaSalle Street, Suite 3300 • Chicago, Illinois 60603 • Telephone: 312.263.4141 • Fax: 312.263.1180 • www.DSIAssignments.com
`
`

`

`_______________
`June 24, 2024
`Page 2
`
`
`
`Richard M. Beck, Esq.
`Alyssa M. Radovanovich, Esq.
`Klehr Harrison Harvey Branzburg LLP
`919 N. Market Street
`Suite 1000
`Wilmington, DE 19801
`Telephone: (302) 552-5501
`E-mail: rbeck@klehr.com
`E-mail: aradovanovich@klehr.com
`
`
`Attached hereto creditors will find the balance sheets of the Assignors which were provided to
`the Assignee by the Companies.
`
`Events Leading to Assignment
`
`StackPath, LLC, was formed in 2015 by several individuals who also founded and ran SoftLayer
`Technologies, Inc., a cloud services provider acquired by the International Business Machines
`Corporation in 2013. According to information provided to the Assignee, StackPath, LLC,
`designed, owns and operates “StackPath”, a cloud computing platform with facilities that are
`strategically deployed within high-density markets to provide Infrastructure-as-a-Service that is
`physically closer than traditional cloud platforms are to the sources or destinations of data.
`
`The Assignee has been further informed that StackPath, LLC, acquired the following entities to
`accelerate its footprint, provide access to intellectual property, and obtain technical expertise to
`deliver a leading-edge platform with the vision of building a fully distributed edge cloud: (1)
`MaxCDN, (2) Staminus, (3) Fireblade, (4) Cloak, (5) Highwinds Network Group, and (6) Server
`Density Limited. With the integration of these entities, StackPath, LLC, offered virtual machines,
`containers, serverless scripting, content delivery network, web application firewall, domain name
`system, monitoring, and object storage as a part of their edge computing infrastructure.
`
`The Assignors were capitalized through an initial offering of the Assignors’ Series A Stock in
`2016, and a subsequent offering of the Assignors’ Series B Stock in 2020. In total, these
`transactions raised $396 million.
`
`The Assignors have primarily operated in the “Content Delivery Business” (“CDN”) since 2016.
`The Assignee has been informed that the CDN market has become increasingly price competitive
`and technology dependent. Because of those factors, the Assignors were consistently unable to
`gain either scale or profitability in that business segment and were constant consumers of outside
`capital.
`
`In an effort to move away from the CDN business model, the Assignors built an “Edge Computing
`Business” on the platform that was providing CDN services to offer that technology efficiently
`
`StackPath ABC
`A Series Limited Liability Company
`
`

`

`_______________
`June 24, 2024
`Page 3
`
`
`and economically. In August 2023, Assignors sold their CDN customers to Akamai Technologies
`(the “Akami Transaction”). Despite the sale of the CDN business, the Assignee has been informed
`that the Assignors were unable to generate adequate market receptivity for their products and they
`continued to generate losses and constraints on their liquidity. Ultimately, the Assignors were
`unable to raise additional capital to support the continuation of the business, and they then began
`to explore available options to liquidate their assets and wind down their business.
`
`Prior to the Assignment, the Companies attempted to liquidate their assets through a sale process
`with an investment banker. After these efforts proved unsuccessful, the Companies decided to
`proceed with an assignment for the benefit of creditors.
`
`Subsequently, the Companies halted production and the Assignors then executed a General
`Assignment for the Benefit of Creditors which transferred their assets to the Assignee to be
`liquidated for the benefit of all creditors.
`
`At the time of the Assignment, the Assignors, except StackPath Topco BR, LLC, had secured debt
`with several lenders with a remaining balance of approximately $70.7 million. Prior to the
`Assignment, the Assignee confirmed the conveyance and perfection of the lenders’ liens and
`security interests in the Assignors’ assets. The lenders have consented to the use of their cash
`collateral by the Assignee to administer the Assignment.
`
`Submitting a Proof of Claim
`
`This notice is being sent to all known creditors of the Companies, including all known taxing
`authorities and holders of the Assignors’ equity. Attached hereto are the separate balance sheets
`for the Assignor and subsidiaries, and a proof of claim form. Creditors can use the proof of claim
`form to submit their claim to the Assignee.
`
`Please note that the last day to submit proofs of claims against the Assignors is October 14,
`2024. The Assignee will accept proofs of claim via facsimile, e-mail, mail, or through its website
`(https://dsiassignments.com/case/stackpath-abc/) so long as they are received by the claims bar
`date, October 14, 2024. Please include copies of your supporting documents with your proof of
`claim form. The proof of claim form can be mailed to:
`
`
`StackPath ABC
`A Delaware Series Limited Liability Company
`c/o DSI ABCs, LLC
`10 S. LaSalle Street, Suite 3300
`Chicago, Illinois 60603
`FAX (312) 263-1180
`
`
`
`
`StackPath ABC
`A Series Limited Liability Company
`
`

`

`_______________
`June 24, 2024
`Page 4
`
`
`Creditors who fail to submit their proofs of claim by October 14, 2024, will not be entitled to share
`in any distributions arising out of the liquidation of the assigned assets. The filing of a proof of
`claim form does not guarantee that there will in fact be a recovery for unsecured creditors on their
`claims.
`
`Steven Victor
`or
`(jobrien@dsiconsulting.com)
`Jack O’Brien
`contact
`Please
`(svictor@dsiconsulting.com) at (312) 263-4141, should you have any questions or comments
`regarding this matter.
`
`Very Truly Yours,
`
`
`
`Steven L. Victor
`Executive Manager
`StackPath ABC, a Delaware Series LLC
`Solely in its capacity as Assignee for the Benefit of Creditors
`
`Enclosure(s): Balance Sheets
`
`
`Proof of Claim Form
`
`StackPath ABC
`A Series Limited Liability Company
`
`

`

`StackPath, LLC
`Consolidated Balance Sheet
`As of 2/29/2024
`
`Financial Row
`ASSETS
`Current Assets
`Bank
`Total Bank
`Accounts Receivable
`Total Accounts Receivable
`Other Current Asset
`14000 - Prepaid Expenses
`Total - 14000 - Prepaid Expenses
`14100 - Other Current Assets
`Total - 14100 - Other Current Assets
`Total Other Current Asset
`Total Current Assets
`Fixed Assets
`15000 - Fixed Assets
`Total - 15000 - Fixed Assets
`16000 - Accumulated Depreciation
`Total - 16000 - Accumulated Depreciation
`17000 - Intangible Assets
`Total - 17000 - Intangible Assets
`18000 - Accumulated Amortization
`Total - 18000 - Accumulated Amortization
`18500 - Operating Leases Asset
`Total - 18500 - Operating Leases Asset
`18600 - Accumulated Depreciation - Operating Leases Asset
`Total - 18600 - Accumulated Depreciation - Operating Leases Asset
`Total Fixed Assets
`Other Assets
`19000 - Other Non-Current Assets
`Total - 19000 - Other Non-Current Assets
`Total Other Assets
`Total ASSETS
`Liabilities & Equity
`Current Liabilities
`Accounts Payable
`21000 - Accounts Payable
`Total - 21000 - Accounts Payable
`21050 - Intercompany Accounts Payable (A/P)
`Total - 21050 - Intercompany Accounts Payable (A/P)
`Total Accounts Payable
`Credit Card
`21100 - Credit Card Accounts
`Total - 21100 - Credit Card Accounts
`Total Credit Card
`Other Current Liability
`22000 - Payroll Liabilities
`Total - 22000 - Payroll Liabilities
`23000 - Current Liabilities
`Total - 23000 - Current Liabilities
`25000 - Tax Liabilities
`25040 - Sales Tax Payable - North America
`Total - 25040 - Sales Tax Payable - North America
`25050 - Franchise Taxes & Gross Receipts Taxes Payable
`Total - 25050 - Franchise Taxes & Gross Receipts Taxes Payable
`Total - 25000 - Tax Liabilities
`Total Other Current Liability
`Total Current Liabilities
`Long Term Liabilities
`27000 - Non-Current Liabilities
`Total - 27000 - Non-Current Liabilities
`Total Long Term Liabilities
`Equity
`30000 - Equity
`30005 - Capital Stock
`Total - 30005 - Capital Stock
`Total - 30000 - Equity
`Total Equity
`Total Liabilities & Equity
`
`Amount
`
`$12,258,680
`
`$10,313,152
`
`$1,975,234
`
`$576,459
`$2,551,693
`$25,123,525
`
`$156,906,368
`
`($101,415,088)
`
`$86,272,266
`
`($38,939,099)
`
`$26,307,872
`
`($20,215,458)
`$108,916,861
`
`$2,283,381
`$2,283,381
`$136,323,767
`
`$7,715,626
`
`($0)
`$7,715,626
`
`$98,193
`$98,193
`
`$224,330
`
`$85,462,302
`
`$421,378
`
`($240)
`$760,594
`$86,447,227
`$94,261,045
`
`$76,089,424
`$76,089,424
`
`$207,186,204
`$450,476,581
`($34,026,703)
`$136,323,767
`
`All information provided is for informational purposes only and was taken from the books and records of StackPath, LLC.
`Neither DSI ABC's LLC nor Development Specialists, Inc. or any of its employees or professionals represent that this information
`has been audited or is without error.
`
`

`

`EXHIBIT 2
`
`PROOF OF CLAIM
`
`11028936.v1
`
`
`
`

`

`Stackpath ABC
`A Series Limited Liability Company
`Assignment for the Benefit of Creditors Services
`
`
` 
`
` 
`
` 
`
`PROOF OF CLAIM
`
`The undersigned creditor of (choose one*):
` StackPath Management, Inc.
`  StackPath TOPCO BR, LLC  StackPath TOPCO EQ, LLC
` StackPath, LLC
`
`
`
`
`  CDN Aggregator, LLC
`  Fireblade Holdings, LLC
` Highwinds Network Group, Inc.
`  NETDNA, LLC (d/b/a MAX CDN, LLC)
`
`
`1950 North Stemmons Freeway, Suite 1001
`Dallas, Texas 75207
`
`hereby submits its claim in the general assignment estate created upon the execution and acceptance of the
`general assignment in favor of StackPath ABC, a Delaware series limited liability company, solely in its
`capacity as Assignee for the benefit of creditors of the above-referenced Assignors, as of June 13, 2024, in
`the amount as set forth below and substantiated by the attached invoices or statement of account.
`
`
` Amount of Claim: $_____________________
`
`Date Submitted: _________________________
`
`  Wages
`  Customer Deposit
`Basis for Claim:  Goods Sold  Taxes
`
`
`
`
`
`  Money Loaned  Other (describe): ____________________________________
`
`
`Name of Creditor: _____________________________________________________________________
`
`Address:
`__________________________________________________________________________
`
`City/State/ZIP: ________________________________________________________________________
`
`Telephone: ( ) __________________________
`
` Fax: ( ) ________________________
`
`Email:
`__________________________________
`
`
`
`
`
`
` By: ________________________________
`
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` Title: ________________________________
`
`Completed Proof of Claim must be received on or before
`October 14, 2024, at 5:00 P.M. Central Prevailing Time by:
`
`StackPath ABC
`10 South LaSalle Street, Suite 3300
`Chicago, IL 60603
`TEL (312) 263-4141/FAX (312) 263-1180
`
`
`NOTE: Interest is applicable only to the date of the assignment and then only in the event a written agreement exists
`between you and the Assignor providing for the payment of interest.
`
`*If you are a creditor of multiple Assignor(s), please submit one proof of claim, with supporting documentation for
`each Assignor.
`
`

`

`EXHIBIT 3
`
`VERIFIED PETITION
`
`11028936.v1
`
`

`

`
`
`Assignors,
`
`v.
`
`
`
`
`STACKPATH ABC, LLC, a Delaware
`Series Limited Liability Company,
`
`
`IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`
`STACKPATH MANAGEMENT, INC., a
`)
`
`Delaware Corporation;
`)
`
`)
`
`STACKPATH TOPCO BR, LLC, a
`)
`
`Delaware Limited Liability Company;
`)
`
`
`)
`
`STACKPATH TOPCO EQ, LLC, a
`)
`C.A. No.
`Delaware Limited Liability Company;
`)
`
`)
`STACKPATH, LLC, a Delaware Limited
`)
`Liability Company;
`)
`
`)
`CDN AGGREGATOR, LLC, a Delaware
`)
`Limited Liability Company;
`)
`
`)
`NETDNA, LLC (d/b/a MAXCDN, LLC),
`)
`a Delaware Limited Liability Company;
`)
`
`)
`FIREBLADE HOLDINGS, LLC, a
`)
`Delaware Limited Liability Company
`)
`
`)
`and
`)
`
`)
`HIGHWINDS NETWORK GROUP,
`)
`INC., a Delaware Corporation,
`)
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`
`Assignee.
`
`
`
`
`
`
`
`10967881.v7
`
`EFiled: Jun 13 2024 11:15AM EDT
`Transaction ID 73382176
`Case No. 2024-0647-
`
`

`

`
`
`VERIFIED PETITION FOR ASSIGNMENT
`FOR THE BENEFIT OF CREDITORS
`Assignee, StackPath ABC, LLC, a Delaware Series Limited Liability
`
`Company, by and through its undersigned counsel, submits this verified petition for
`
`an assignment for the benefit of creditors and states in support thereof as follows:
`
`Parties and Jurisdiction
`10 Del. C. § 7381 confers jurisdiction on this Court in this case.
`
`StackPath Management, Inc., a Delaware Corporation, StackPath
`
`1.
`
`2.
`
`Topco BR, LLC, a Delaware Limited Liability Company, StackPath Topco EQ,
`
`LLC, a Delaware Limited Liability Company, StackPath, LLC, a Delaware Limited
`
`Liability Company, CDN Aggregator, LLC, a Delaware Limited Liability Company,
`
`NETDNA, LLC (d/b/a MAXCDN, LLC), a Delaware Limited Liability Company,
`
`Fireblade Holdings, LLC, a Delaware Limited Liability Company, and Highwinds
`
`Network Group, Inc., a Delaware Corporation (collectively, “Assignors” or the
`
`“Companies”), are each separate limited liability companies organized and existing
`
`under the laws of the State of Delaware in good standing. Prior to the filing of this
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`Petition, StackPath Management, Inc., and Highwinds Network Group, Inc., were
`
`re-domiciled from Florida to Delaware in anticipation of the filing of this Petition.
`
`3.
`
`StackPath ABC, LLC (“Assignee”), a Delaware Series Limited
`
`Liability Company, is represented in this Assignment for the Benefit of Creditors
`
`proceeding (the “ABC Proceeding”) by Klehr Harrison Harvey Branzburg LLP,
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`
`
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`10967881.v7
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`2
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`

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`
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`919 Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Richard M.
`
`Beck, Esquire and Alyssa M. Radovanovich, Esquire.
`
`The Assignment and the Term of Assignee’s Engagement
`Assignee is a series limited liability company of DSI ABCs, LLC. The
`
`4.
`
`sole and Managing Member of DSI ABCs, LLC, is Development Specialists, Inc.,
`
`an Illinois corporation (“DSI”). DSI is a restructuring and insolvency consulting
`
`firm. Assignee is one of a number of series limited liability companies formed
`
`under DSI ABCs, LLC, that have been before and are currently before this Court
`
`as assignees in Delaware ABC proceedings. Entities affiliated with DSI have
`
`served as assignees in Assignment for the Benefit of Creditors proceedings in this
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`Court over the past three years in the matters identified on Exhibit 1.
`
`5.
`
`DSI ABCs, LLC, and DSI have substantial experience in serving in
`
`fiduciary capacities, including serving as an assignee for the benefit of creditors, in
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`both court supervised matters and out-of-court assignment estates in various
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`jurisdictions. Assignee’s supporting professionals and staff collectively have
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`decades of experience administering assignment estates.
`
`6.
`
`DSI was contacted by StackPath, LLC, regarding the potential for an
`
`assignment, and after participating in an interview conducted by StackPath, LLC,
`
`was retained by StackPath, LLC, on June 22, 2023, to evaluate and prepare for a
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`possible assignment for the benefit of creditors, in which DSI’s affiliate would
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`serve as the assignee. Around the same period, StackPath, LLC, retained Klehr
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`10967881.v7
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`3
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`

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`Harrison Harvey Branzburg, LLP (“Klehr Harrison”), to advise Assignors about a
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`possible assignment, as well as other liquidation options. Prior to the Assignment,
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`Assignors paid DSI retainers totaling $200,000, and paid Klehr Harrison retainers
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`totaling $250,000.
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`7.
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`Prior to the Assignment, the Companies attempted to liquidate their
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`assets through a sale process with an investment banker. After these efforts proved
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`unsuccessful, the Companies decided to proceed with an assignment for the benefit
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`of creditors.
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`8.
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`Neither Assignee nor DSI has any agreement, arrangement or
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`understanding concerning Assignors or their assets with any director, officer,
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`employee, or creditor of Assignors or any potential purchaser of assets assigned to
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`Assignee.
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`9.
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`A copy of the General Assignment for the Benefit of Creditors
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`executed by Assignors and Assignee (the “Assignment”) is attached hereto as
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`Exhibit 2. A copy of Assignors’ authorizations to enter into the Assignment are
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`collectively attached hereto as Exhibit 3.
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`10. Assignee’s fee schedule is included in the Assignment.
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`Background On Assignors And Their Assets,
`And Events Leading Up To The Assignment
`11. Assignor, StackPath, LLC, was formed in 2015 by several individuals
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`who also founded and ran SoftLayer Technologies, Inc., a cloud services provider
`
`
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`acquired by the International Business Machines Corporation in 2013. According
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`10967881.v7
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`
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`to information provided to Assignee, StackPath, LLC, designed, owns and operates
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`“StackPath”, a cloud computing platform with facilities that are strategically
`
`deployed within high-density markets to provide Infrastructure-as-a-Service that is
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`physically closer than traditional cloud platforms are to the sources or destinations
`
`of data. As of March 31, 2024, StackPath, LLC, employed one hundred and six
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`(106) individuals.
`
`12. Assignee has been further informed that StackPath, LLC, acquired the
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`following entities to accelerate its footprint, provide access to intellectual property,
`
`and obtain technical expertise to deliver a leading-edge platform with the vision of
`
`building a fully distributed edge cloud: (1) MaxCDN, (2) Staminus, (3) Fireblade,
`
`(4) Cloak, (5) Highwinds Network Group, and (6) Server Density Limited. With
`
`the integration of these entities, StackPath, LLC, offered virtual machines,
`
`containers, serverless scripting, content delivery network, web application firewall,
`
`domain name system, monitoring, and object storage as a part of their edge
`
`computing infrastructure.
`
`13. Assignee has been informed that Assignors were capitalized through
`
`an initial offering of Assignors’ Series A Stock (the “Series A Raise”) in 2016, and
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`a subsequent offering of Assignors’ Series B Stock in 2020 (the “Series B Raise”).
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`In total, these transactions raised $396 million.
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`14. Assignors have primarily operated in the “Content Delivery Business”
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`(“CDN”) since 2016. Assignee has been informed that the CDN market has
`
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`10967881.v7
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`5
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`become increasingly price competitive and technology dependent. Because of
`
`those factors, Assignors were consistently unable to gain either scale or profitability
`
`in that business segment and were constant consumers of outside capital.
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`15.
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`In an effort to move away from the CDN business model, Assignors
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`built an “Edge Computing Business” on the platform that was providing CDN
`
`services to offer that technology efficiently and economically. In August 2023,
`
`Assignors sold their CDN customers to Akamai Technologies for approximately
`
`$45 million (the “Akami Transaction”). Despite the sale of the CDN business,
`
`Assignee has been informed that Assignors were unable to generate adequate
`
`market receptivity for their products and they continued to generate losses and
`
`constraints on their liquidity. Ultimately, Assignors were unable to raise additional
`
`capital to support the continuation of the business, and Assignors then began to
`
`explore available options to liquidate their assets and wind down their business.
`
`16. Assignors’ current organizational structure is attached hereto as
`
`Exhibit 4. As shown therein, Assignors own a number of foreign subsidiaries.
`
`Assignee has been informed that these foreign subsidiaries each ceased operations
`
`prior to the date of the Assignment.
`
`17.
`
`Immediately prior to the Assignment, Assignors’ key officers
`
`included: Keith Wilson, Chief Financial Officer; Nathan Huey, Chief Marketing
`
`Officer; Kevin Odden, Chief Revenue Officer; and Tom Reyes, Chief Product
`
`Officer.
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`10967881.v7
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`6
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`18. Assignee has been informed that, as of the date of the Assignment, all
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`Assignors except StackPath Topco BR, LLC, had approximately $70.7 million in
`
`debt that is secured by liens on the obligors’ assets (the “Secured Loans”) with
`
`various lenders (the “Secured Lenders”). The Secured Loans are described more
`
`fully on Exhibit 5 hereto. In addition to the Secured Loans, Assignors are parties
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`to various equipment leases and equipment financing agreements that are secured
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`by liens on equipment, which are also described on Exhibit 5.
`
`19. Assignee has verified that all Assignors except StackPath Topco BR,
`
`LLC, conveyed liens and security interests in favor of Secured Lenders to secure
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`the Secured Loans. Assignee conducted a lien search in the records maintained by
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`the Delaware Secretary of State, and with respect to StackPath Management, Inc.,
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`and Highwinds Network Group, Inc., the Florida Secretary of State as those entities
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`had previously resided in that state and confirmed that the Secured Lenders filed
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`UCC-1 financing statements to perfect their security interests, which are currently
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`in effect (the “Liens”). Assignee currently understands that the only asset owned
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`by StackPath Topco BR, LLC, is the equity interests of its immediate subsidiary as
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`reflected on the organizational chart attached as Exhibit 4, and that those equity
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`interests are expected to have no value.
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`20. According to the most recent financial report provided to Assignee,
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`Assignors reported a combined revenue of approximately $77.3 million for the year
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`ending December 31, 2023, which resulted in an operating loss of $93.5 million.
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`21. As a result of the foregoing, Assignors have elected to cease operations
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`and liquidate their assets through this ABC Proceeding.
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`22. Assignee has been informed by Assignors that, in the three years prior
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`to the Assignment, Assignors sold certain assets in the Akamai Transaction
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`described above in August 2023 for approximately $ 45 million.
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`23. The following assets owned by Assignors were transferred to Assignee
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`on the date of the Assignment:
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`a. Cash in the amount of approximately $6,270,168;
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`b. Accounts receivable in the book amount of $1,054,250;
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`c. Potential earn outs and contingent rights to indemnity escrow
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`amounts in the total approximate amount of $3,000,000;
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`d. Other business assets consisting of intellectual property, PPE,
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`prepaid expenses, and other intangible assets; and
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`e. Such other assets that have been assigned, the identity and value of
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`which will be determined by Assignee in connection with this
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`proceeding (collectively, the “Assigned Assets”).
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`24. Assignee is not currently aware of any Assigned Assets that are not
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`encumbered by the Liens.
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`25. Assignee has entered into an agreement with the Secured Lenders for
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`use of the cash proceeds of their collateral to fund the administration of the
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`Assignment and the liquidation of the Assigned Assets. A copy of the agreement
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`between the Secured Lenders, Assignee and Assignors is attached as Exhibit 6.
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`26. Assignee has been advised that Assignors have unsecured debts
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`totaling approximately $10.9 million. Assignee will file a list of such creditors with
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`its initial affidavit as required by the Court’s prior administrative orders in ABC
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`proceedings.
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`27. Assignors have advised Assignee that they elected to proceed with this
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`ABC Proceeding because they maintain insufficient capital to continue to operate
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`due to their financial underperformance. Assignors have advised Assignee that
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`they chose to proceed under an ABC proceeding instead of other liquidation
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`alternatives because, given their current circumstances, they determined that an
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`ABC proceeding was more efficient, less costly, and an alternative with a chance
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`for recovery to creditors in contrast to other liquidation vehicles, such as a Chapter
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`11 bankruptcy.
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`The ABC Proceeding
`In this ABC Proceeding, Assignee intends to:
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`28.
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`a.
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`Direct notice to creditors and known interested parties of the
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`commencement of this proceeding;
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`b.
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`Request that creditors submit claims to Assignee in accordance
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`with the notices provided by Assignee;
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`c.
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`File an inventory of the Assigned Assets and an affidavit in
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`accordance with 10 Del. C. § 7381;
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`d.
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`File a motion to request approval Assignee’s retention of two
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`independent appraisers and obtain an appraisal of the assets under 10 Del. C. §7382;
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`e.
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`Post a bond as required under 10 Del. C. § 7383 and under such
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`terms as the Court may require;
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`f.
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`g.
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`Liquidate the Assigned Assets;
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`To the extent Assignee determines in its reasonable business
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`judgment that all or any part of the assets should be sold in an organized sale
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`process, such as an auction, to request the approval of such a process from the Court
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`as the Court may require;
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`h. Distribute the proceeds of the assets in accordance with the
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`order of priority set forth in the Assignment and applicable law;
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`i.
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`Report to the Court on the progress of this proceeding as
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`requested by the Court;
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`j.
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`Take such other actions that are necessary to fully administer
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`the assets that have been assigned to Assignee;
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`k.
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`Request such other relief from the Court that Assignee
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`determines is reasonably necessary to complete the liquidation of the Assigned
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`Assets and the distribution of the proceeds thereof, including filing periodic status
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`reports if the Court so requests; and
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`l.
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`After the foregoing tasks have been completed and the
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`Assignment fully administered and completed, to file a final Report and Accounting
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`of the receipts and disbursements administered and request entry of an order finally
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`closing this case.
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`29. Assignee intends to enter into independent contractor agreements with
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`former employees to assist with Assignee’s wind down and the liquidation or sale
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`of the Assigned Assets.
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`30. Assignee intends to proceed with the liquidation of the Assigned
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`Assets under a sale or other process that Assignee determines in its reasonable
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`business judgment will recover the most value for the Assigned Assets. While the
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`timing of the liquidation is not currently known, Assignee expects that the
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`liquidation of some or all of the Assigned Assets may occur before the submission
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`of appraisals under 10 Del. C. §7382, or the filing of the bond under 10 Del. C.
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`§7383. If the sale occurs in this period, Assignee will file any notices or motions
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`that may be required under the Court’s procedures.
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`[Intentionally Blank]
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`10967881.v7
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`WHEREFORE, StackPath ABC, LLC, a Delaware Series Limited Liability
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`Company, solely in its capacity as Assignee for the Benefit of Creditors of Assignors
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`requests that the Court assert jurisdiction pursuant to 10 Del. C. § 7381 and grant
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`such other and further relief as the Court deems just and proper.
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`Dated: June 12, 2024
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`KLEHR HARRISON HARVEY
`BRANZBURG LLP
`
`/s/ Richard M. Beck
`Richard M. Beck (DE Bar No. 3370)
`Alyssa M. Radovanovich
`(DE Bar No. 7101)
`919 N. Market Street, Suite 1000
`Wilmington, DE 19801
`Telephone: (302) 426-1189
`Facsimile: (302) 426-9193
`Email: rbeck@klehr.com
`aradovanovich@klehr.com
`Attorneys for StackPath ABC, LLC, a
`Delaware Series Limited Liability
`Company, Solely in its Capacity as
`Assignee for the Benefit of Assignors’
`Creditors
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`10967881.v7
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`EXHIBIT 1
`LIST OF ENGAGEMENTS
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`10967881.v6
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`EFiled: Jun 13 2024 11:15AM EDT
`Transaction ID 73382176
`Case No. 2024-0647-
`
`

`

`Delaware Assignments Closed as of 2019
`December 28, 2023
`
`NAME
`BeautyKind Holdings, Inc.
`BeautyKind Gives, LLC
`BeautyKind Unites, LLC
`Cohera Medical, Inc.
`Gearbox, LLC
`Accuworx Holdings, Inc.
`Accuworx West LLC
`Accuworx Northeast, Inc. ( f/k/a Accuworx USA, Inc.)
`Accuworx Golf Coast Inc.
`Accuworx Environmental Inc.
`RuMe, Inc.
`CWC Direct Parent LLC
`CWC Direct LLC
`Coldwater Direct LLC
`CWC Stores LLC
`The Allbright Group US, LLC
`The Allbright Group DC, LLC
`The Allbright Group LA, LLC
`Snake River Spirits, Inc.
`Dillon Fleet Services, Inc.
`Dillon Logistics, Inc.
`Burr Ridge Transport, Inc.
`Burr Ridge Properties, Inc.
`Dillon Leasing Group, Inc.
`Dillon Leasing LLC
`Burr Ridge Properties RE Holdings, LLC
`Dillon Elmendorf, LLC
`Dillon Memphis, LLC
`Classic Brands Holdings, LLC
`Classic Brands Intermediate Holdings, LLC
`Classic Brands, LLC
`FOM EbLens Holdings, LLC
`EBL Holding Company, LLC
`EBL, LLC
`EbLens Holdings, Inc.
`Friday Health Plans, Inc.
`Friday Health Plans Management Services Company, Inc.
`Slync, Inc.
`Jane Marketplace, LLC f/k/a Jane, LLC
`Cureatr, Inc.
`Cureatr Clinic, LLC
`Symphony Clinic, LLC
`
`NAME OF ASSIGNEE
`DSI Assignments, LLC, a Delaware Limited Liability Company
`DSI Assignments, LLC, a Delaware Limited Liability Company
`DSI Assignments, LLC, a Delaware Limited Liability Company
`DSI Assignments, LLC, a Delaware Limited Liability Company
`Geabox ABC, LLC a Delaware series limited liability company
`DSI Assignments, LLC
`DSI Assignments, LLC
`DSI Assignments, LLC
`DSI Assignments, LLC
`DSI Assignments, LLC
`DSI ABC, a series of DSI ABCs LLC, a Delaware series limited liability company
`CW ABC, a Delaware Series Limited Liability Company
`CW ABC, a Delaware Series Limited Liability Company
`CW ABC, a Delaware Series Limited Liability Company
`CW ABC, a Delaware Series Limited Liability Company
`Allbright ABC, LLC a Delaware series limited liability company
`Allbright ABC, LLC a Delaware series limited liability company
`Allbright ABC, LLC a Delaware series limited liability company
`SRS ABC, LLC, a Delaware Limited Liability Company
`Dillon ABC, LLC, a Delaware series limited liability company
`Dillon ABC, LLC, a Delaware series limited liability company
`Dillon ABC, LLC, a Delaware series limited liability company
`Dillon ABC, LLC, a Delaware series limited liability company
`Dillon ABC, LLC, a Delaware series limited liability company
`Dillon ABC, LLC, a Delaware series limited liability company
`Dillon ABC, LLC, a Delaware series limited liability company
`Dillon ABC, LLC, a Delaware series limited liability company
`Dillon ABC, LLC, a Delaware series limited liability company
`Classic Brands ABC, a Delaware Series Limited Liability Company
`Classic Brands ABC, a Delaware Series Limited Liability Company
`Classic Brands ABC, a Delaware Series Limited Liability Company
`EbLens ABC, LLC, a Delaware Series Limited Liability Company
`EbLens ABC, LLC, a Delaware Series Limited Liability Company
`EbLens ABC, LL