smb Doc 308 Filed 08/12/16 Entered 08/12/16 17:49:16 Main Document Pg 1 of 5

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1 smb Doc 308 Filed 08/12/16 Entered 08/12/ Main Document Pg 1 of 5 MCDERMOTT WILL & EMERY LLP Timothy W. Walsh Darren Azman 340 Madison Avenue New York, New York Telephone (212) Facsimile (212) Counsel to Simon Robert Fuller UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 AOG ENTERTAINMENT, INC., et al., 1 Case No (SMB) Debtors. (Jointly Administered) SIMON ROBERT FULLER S MOTION TO EXTEND CHALLENGE DEADLINE Simon Robert Fuller ( Mr. Fuller ), by and through his undersigned counsel, files this motion (the Motion ) seeking entry of an order, substantially in the form attached hereto as Exhibit A (the Order ), extending the deadline for Mr. Fuller to (A) seek standing to challenge, and (B) challenge the validity, enforceability, priority and extent of (i) the Prepetition First Lien Obligations 2 and the liens on Prepetition Collateral securing the Prepetition First Lien 1 A list of the Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number is attached as Schedule 1 to the Declaration of Peter Hurwitz, President of Certain Debtors, in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 3] and at http// The Debtors executive headquarters are located at 8560 West Sunset Boulevard, 8 th Floor, West Hollywood, CA Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Final Order Under 11 U.S.C. 105, 361, 362, 363(c), 364(c), 364(d), 364(e), and 507 and Bankruptcy Rules 2002, 4001 and 9014 (I) Authorizing the Debtors to Obtain Postpetition Financing, (II) Authorizing the Debtors to Continue to Use Cash and/or Cash Collateral, (III) Granting Adequate Protection to Prepetition Secured Parties and (IV) Granting Related Relief [Docket No. 271] (the Final DIP Order ).

2 smb Doc 308 Filed 08/12/16 Entered 08/12/ Main Document Pg 2 of 5 Obligations, and (ii) the Prepetition Second Lien Obligations and the liens on the Prepetition Collateral securing the Prepetition Second Lien Obligations, and respectfully states as follows 3 JURISDICTION AND VENUE 1. The Court has jurisdiction over this matter under sections 157 and 1334 of title 28 of the United States Code. Venue is proper in this district pursuant to sections 1408 and 1409 of title 28 of the United States Code. This is a core proceeding pursuant to section 157(b)(2) of title 28 of the United States Code. BACKGROUND 2. The above-captioned debtors (the Debtors ) filed petitions for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) on April 28, On May 16, 2016, the Debtors filed the Debtors Motion for an Order Under 11 U.S.C. 105, 361, 362, 363(c), 364(c), 364(d), 364(e), and 507 and Fed. R. Bankr. P. 2002, 4001 and 9014 (I) Authorizing the Debtors to Obtain Postpetition Financing, (II) Authorizing the Debtors to Continue to Use Cash and/or Cash Collateral, (III) Granting Adequate Protection to Prepetition Secured Parties and (IV) Granting Related Relief [Docket No. 67] (the DIP Motion ). On June 3, 2016 and on June 29, 2016, the Court approved the DIP Motion on an interim basis [Docket Nos. 124, 185]. On July 27, 2016, the Court approved the DIP Motion on a final basis [Docket No. 271]. 4. The Final DIP Order provides that unless a timely challenge is brought, certain stipulations regarding the Prepetition First Lien Obligations, Prepetition Second Lien Obligations, and Prepetition Collateral (the Stipulations ) will become binding on all parties in interest. Final DIP Order 5, Contemporaneous with the filing of this Motion, Mr. Fuller is filing a motion to shorten the notice period so that the Motion can be heard at the 2004 Hearing (as defined below). 2

3 smb Doc 308 Filed 08/12/16 Entered 08/12/ Main Document Pg 3 of 5 5. Any party seeking to challenge the Stipulations must first seek (and obtain) standing to do so and commence an adversary proceeding or contested matter by no later than August 27, 2016 (the Challenge Deadline ). Final DIP Order 20. The Challenge Deadline is subject to extension as may be specified by [the] Court for cause shown.... Id. 6. On August 2, 2016, Mr. Fuller filed his Ex Parte Motion for Order Authorizing Simon Robert Fuller to (A) Conduct a 2004 Examination of AOG Entertainment, Inc. and its Debtor and Non-Debtor Affiliates, and (B) Seek Related Document Production [Docket No. 286] (the 2004 Motion ), in which Mr. Fuller seeks to conduct an examination of the Core Entities and related document production in connection with the Prepetition Loans and the UK Audit (as those terms are defined in the 2004 Motion). 7. On August 3, 2016, the Debtors filed a letter to the Court opposing the relief sought by Mr. Fuller in the 2004 Motion and seeking additional time to file an objection [Docket No. 289]. Mr. Fuller filed a responsive letter to the Court on the same date [Docket No. 291]. 8. On August 8, 2016, the Debtors filed an objection to the 2004 Motion [Docket No. 301]. Mr. Fuller filed a reply on August 10, 2016 [Docket No. 304] (the 2004 Reply ). 9. A hearing on the 2004 Motion is scheduled for August 23, 2016 at 1000 a.m. (prevailing Eastern Time) (the 2004 Hearing ). RELIEF REQUESTED 10. The information and documents sought by Mr. Fuller under the 2004 Motion are a necessary predicate for determining the merits of any adversary proceeding that would need to be commenced by Mr. Fuller prior to the Challenge Deadline. The 2004 Hearing is scheduled four days prior to the Challenge Deadline. 3

4 smb Doc 308 Filed 08/12/16 Entered 08/12/ Main Document Pg 4 of If the 2004 Motion is granted, Mr. Fuller would be left with insufficient time to obtain the requested documents, examine representatives designated by the Debtors and non- Debtors, review the documents and information obtained, analyze potential claims, seek and obtain standing from the Court, and commence an adversary proceeding. 12. As set forth more fully in the 2004 Reply, any alleged delay in Mr. Fuller s filing the 2004 Motion is a direct result of the Debtors conduct, including their lack of transparency and failure to engage in informal discovery, which forced Mr. Fuller to seek Court intervention Reply Mr. Fuller has no intention to delay the Debtors exit from bankruptcy, and he, like the Debtors, seeks an expeditious resolution of his claims and, more generally, of these chapter 11 cases. However, a speedy resolution of the Debtors cases cannot come at the expense of Mr. Fuller s rights to investigate and analyze potential claims. 13. As a result of the prejudice that would inure to Mr. Fuller, cause exists to extend the Challenge Deadline. NOTICE 14. Notice of this Motion shall be given in accordance with the Order (A) Establishing Certain Notice, Case Management, and Administrative Procedures and Omnibus Hearing Dates; (B) Authorizing the Debtors to Prepare a Consolidated List of Creditors in Lieu of Mailing Matrix; and (C) Authorizing Debtors to Establish Procedures for Notifying Creditors of Commencement of Cases, dated as of May 27, 2016 [Docket No. 88]. Mr. Fuller submits that no other or further notice need be provided. 15. No previous motion for the relief requested herein has been made to this or any other court. 4

5 smb Doc 308 Filed 08/12/16 Entered 08/12/ Main Document Pg 5 of 5 CONCLUSION WHEREFORE, Mr. Fuller respectfully requests that this Court enter the Order granting the relief requested herein, and granting Mr. Fuller such other and further relief as this Court deems just and proper. Dated August 12, 2016 New York, New York MCDERMOTT WILL & EMERY LLP /s/ Darren Azman Timothy W. Walsh Darren Azman 340 Madison Avenue New York, New York Telephone (212) Facsimile (212) Counsel to Simon Robert Fuller 5

6 smb Doc Filed 08/12/16 Entered 08/12/ Exhibit Proposed Order Pg 1 of 3 Exhibit A Proposed Order

7 smb Doc Filed 08/12/16 Entered 08/12/ Exhibit Proposed Order Pg 2 of 3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 AOG ENTERTAINMENT, INC., et al., 1 Case No (SMB) Debtors. (Jointly Administered) ORDER EXTENDING CHALLENGE DEADLINE FOR SIMON ROBERT FULLER Upon the motion (the Motion ) of Simon Robert Fuller ( Mr. Fuller ) for entry of an order extending the deadline for Mr. Fuller to (A) seek standing to challenge and (B) challenge the validity, enforceability, priority, and extent of (i) the Prepetition First Lien Obligations and the liens on Prepetition Collateral securing the Prepetition First Lien Obligations, and (ii) the Prepetition Second Lien Obligations and the liens on the Prepetition Collateral securing the Prepetition Second Lien Obligations; and due and sufficient notice of the Motion having been given; and it appearing that no other or further notice need be provided; and after due deliberation and sufficient cause appearing therefore, it is hereby ORDERED that 1. The Motion is granted to the extent set forth herein. 2. The deadline of August 27, 2016 referred to in paragraph 20 of the Final DIP Order (as defined in the Motion) is extended for Mr. Fuller to and through, entry. 3. The terms of this Order shall be immediately effective and enforceable upon its 1 A list of the Debtors in these chapter 11 cases and the last four digits of each Debtor s taxpayer identification number is attached as Schedule 1 to the Declaration of Peter Hurwitz, President of Certain Debtors, in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 3] and at http// The Debtors executive headquarters are located at 8560 West Sunset Boulevard, 8 th Floor, West Hollywood, CA

8 smb Doc Filed 08/12/16 Entered 08/12/ Exhibit Proposed Order Pg 3 of 3 4. The Court shall retain jurisdiction to hear and determine all matters related to this Order and the implementation thereof. Dated, 2016 New York, New York THE HONORABLE STUART M. BERNSTEIN UNITED STATES BANKRUPTCY JUDGE