Chicken Soup for the Soul Entertainment Inc (CSSEN)

How’d they manage to pull together such an impressive BOD?!??? ALL high wealth individuals it seems

Outside Directors and Experiences:

Fred M. Cohen. Mr. Cohen has been a member of the Board since June 2016. He has more than 35 years of media and entertainment experience. Since 2004, he has been the Chairman of the International Academy of Television Arts & Sciences (Emmys), and, since 2000, the Chairman of its Foundation. Previously, he was the Executive Vice President of CBS Broadcast International, the President of King World International Productions, advisor to Harpo Productions on the international distribution of its television properties including The Oprah Winfrey Show and Dr. Oz. He is Chair Emeritus of PCI?—?Media Impact, a New York based international NGO (non-governmental organization). He received his B.A. from The University of Michigan and his M.S. from Stanford University. Among other qualifications, Mr. Cohen brings to the Board extensive executive and operational experience in the media and entertainment industries, including the international segments of such industries.

Cosmo DeNicola. Mr. DeNicola has been a member of the Board since June 2019. Mr. DeNicola is the founder of the Cosmo DeNicola Companies, a portfolio company that holds a diverse range of businesses in the healthcare, technology, publishing, professional sports, and entertainment industries. He is the founder of Amtech Software and Futura Services Inc., and a co-founder of InfoLogix Inc., LogisStar Solutions and Pursuit Healthcare Advisors. Mr. DeNicola received Ernst & Young’s Philadelphia Region Entrepreneur of the Year Award in 2018 and was honored by the Fox School of Business as one of 100 world-wide entrepreneurs and visionaries who have helped shape Fox Business School and the business world. Mr. DeNicola received his B.A. from Temple University. Among other qualifications, Mr. DeNicola brings to the Board extensive executive and entrepreneurial experience.

Martin Pompadur. Mr. Pompadur has been a member of the Board since June 2019. Mr. Pompadur has over 50 years of experience in the media and entertainment industry. He joined American Broadcasting Company in 1960 and became the youngest person ever appointed to ABC, Inc.’s Board of Directors. He is currently on the board of Nexstar Media Group, Inc., and has previously served on the boards of IMAX Corporation, ABC Inc., Ziff Corporation, News Corporation Europe, Sky Italia, News Out of Home, BSkyB, and Metromedia International Group. Mr. Pompadur received his B.A. from Williams College and an L.L.B. from University of Michigan Law School. Among other qualifications, Mr. Pompadur brings to the board extensive executive and operational experience in the media and entertainment industries.

Christina Weiss Lurie. Ms. Weiss Lurie has been a member of the Board since June 2016. Her multi-faceted career spans the worlds of sports, entertainment and philanthropy. She is a minority owner of the Philadelphia Eagles and President of Eagles Charitable Foundation (formerly Eagles Youth Partnership). She is also an Oscar award-winning film producer. As executive producer, Ms. Weiss Lurie received an Oscar for Inside Job (2011), which tackles the consequences of systematic corruption of the U.S. by the financial services industry, and Inocente (2013), which features the struggles of a homeless, undocumented teen. She is the co-founder of multiple independent film companies, including Tango Pictures and Fourth and Twenty Eight Films. She was born and raised in Mexico and is also a noted philanthropist. Under her leadership, the Philadelphia Eagles earned the coveted 2011 Beyond Sport Team of the Year award for their work in the community and for trailblazing environmental programs in professional sports. She received her B.A. from Yale University. Among other qualifications, Ms. Weiss Lurie brings to the Board extensive content production experience and broad management skills.

Diana Wilkin. Ms. Wilkin has been a member of the Board since June 2016. She has over 20 years of experience in the media industry. Since January 2017, Ms. Wilkin has been the President of Broadcast of Share Rocket, a social media measurement company. She has been Managing Director of Twelve 24 Media, a broadcast and media consulting firm, since February 2014. Formerly she served as President of CBS Affiliate Relations from 2008 to December 2013, where she was responsible for network agreements with all major broadcast groups’ television stations. From 2000 to 2008, she was involved in the management of both CBS and FOX affiliates as Vice President, General Manager in numerous markets. She received her B.S. from the University of Southern California. Among other qualifications, Ms. Wilkin brings to the Board, extensive management and operational experience in the media and entertainment industries, particularly in the television broadcasting industry.

Vikram Somaya. Mr. Somaya has been a member of the Board since October 2021. He currently serves as Chief Data and Analytics Officer at PepsiCo. and brings to Chicken Soup for the Soul Entertainment’s board an extensive knowledge of new technologies, digital media, data analytics, corporate strategies, consumer behaviors, distribution and new advertising platforms. Prior to joining PepsiCo in 2019, Mr. Somaya served in various leadership roles at data-driven organizations. Previously, Mr. Somaya served as EVP, Chief Data Officer at Nielson; SVP, Global Data Officer and Ad Platforms at ESPN; General Manager of AdFX and Analytics at The Weather Company; and the VP of Global Operations and Audience at Thomson Reuters.

Adversary case 25-50399. Complaint for (I) Breach of Fiduciary Duty; (II) Aiding and Abetting Breach of Fiduciary Duty; (III) Avoidance of Fraudulent Transfers; (IV) Recovery of Illegal Dividends; (V) Damages for Non-Payment of Employee Wages, Benefits and Payroll Taxes; (VI) Equitable Subordination; and (VII) Disallowance of Claims by George L. Miller against William J. Rouhana, Jr., Amy L. Newmark, Christopher Mitchell, Fred M. Cohen, Denicola Cosmo, Martin Pompadur, Christina Weiss Lurie, Diana Wilkin, Vikram Somaya, Jason Meier, Amanda R. Edwards, Chicken Soup for the Soul Productions, LLC, Chicken Soup for the Soul, LLC, Chicken Soup for the Soul Holdings, LLC. Fee Amount $350 (13 (Recovery of money/property - 548 fraudulent transfer)),(14 (Recovery of money/property - other)),(15 (Subordination of claim or interest)). AP Summons Served due date: 6/10/2025. (3/12/25)

Source: PACER [Docket 592]

Order Granting Amazon Web Services, Inc.'s Motion for Relief from the Automatic Stay to Terminate Executory Contract with Chicken Soup for the Soul Entertainment, Inc. Signed on 2/20/2025. (2/20/25)

Source: PACER [Docket 576]

Hearing cancelled.

Certification of Counsel in Support of Entry of Order Granting Amazon Web Services, Inc.'s Motion for Relief from the Automatic Stay to Terminate Executory Contract with Chicken Soup for the Soul Entertainment, Inc. Filed by George L. Miller (2/19/25).

Revised Proposed Order

1. The Motion is granted solely as set forth herein.

2. The AWS Agreement is hereby terminated without further notice.

3. The Trustee will no later than February 21, 2025, provide a separate email address for each of the thirty-three (33) AWS Accounts to AWS which is distinct from any email addresses previously used by the Debtors for the AWS Accounts for purposes of the provision of password reset credentials.

4. Upon provision of the email addresses reference above, AWS shall promptly provide the Trustee with password reset credentials in order to afford the Trustee to access to AWS Accounts.

5. The data in the AWS Accounts shall remain available for a period of thirty (30) days after AWS provides the Trustee with password reset credentials for the AWS Accounts so that the Trustee may copy or transfer data from the AWS Accounts.

6. After the conclusion of the 30-day period set forth above in paragraph 3, AWS is hereby granted relief from the automatic stay pursuant to 11 U.S.C. § 362(d)(1) to delete the Debtor’s AWS Accounts and all data stored in connection therewith, without further notice.

7. The Prepetition Secured Lenders reserve all rights to seek relief from the Court to obtain access to, copy, or transfer the data in the AWS Accounts, from the Trustee or otherwise, in accordance with applicable law and the Trustee reserves all rights in opposition thereto.

8. This Order shall be effective immediately, and the stay set forth in Bankruptcy Rule 4001(a)(3) shall not apply.

9. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order.
Source: PACER [Docket 575]

Notice of Agenda of Matters Scheduled for Hearing Filed by George L. Miller (2/14/25)

Hearing scheduled for 2/19/2025 at 2:00.

Source: PACER [Docket 569]

CONTESTED MATTERS GOING FORWARD:

Amazon Web Services, Inc.’s Motion for Relief from the Automatic Stay to Terminate Executory Contract with Chicken Soup for the Soul Entertainment, Inc. [Filed 1/29/2025; Docket No. 554]

Objection Deadline 2/14/25 at 4:00.

Responses Received:

(a) Objection of Trustee to Amazon Web Services, Inc.’s Motion for Relief from the Automatic Stay to Terminate Executory Contract [Filed 2/14/2025; Docket No. 568]

[edited]

The Debtors’ most valuable assets – and one of the primary sources of recovery for creditors – is a vast digital library of movie and television show titles and related copyright licensing agreements (the “Library Assets”). The Trustee has received offers in conjunction with the Library Assets in excess of $100 million. The Library Assets are stored on a
cloud computing platform maintained by AWS. In addition to the Debtors, various third parties assert ownership and other interests in the titles maintained on the AWS Accounts. Based on information and belief, the Debtors also stored substantially all of the Debtors’ books and records on AWS, which are critical for the Trustee’s administration of the Estates, including with respect to his efforts to monetize the Debtors’ assets.

The Trustee has been working diligently to sell or otherwise monetize the Library Assets for the benefit of the Estates. The Trustee’s efforts in this regard, thus far, have been hamstrung by his inability to use cash collateral of the Debtors’ secured lender, HPS Investment Partners, LLC.

However, the Trustee and HPS are currently engaged in active negotiations regarding a sharing agreement which would, among other things, permit the Trustee to use cash collateral, including to make a substantial payment to AWS, and facilitate the disposition of the Library Assets.

In the Stay Relief Motion, AWS asks the Court to modify the automatic stay for “cause” under section 362(d)(1) of the Bankruptcy Code to permit termination of the Agreement.

[Relatedly, the Trustee has also had difficulty obtaining access to the AWS Accounts, and the Debtors’ former employees have been unresponsive or unwilling to assist. Once the Stay Relief Motion is resolved, the Trustee anticipates working with AWS to obtain login credentials and facilitate access to the AWS Accounts.]

According to AWS, termination of the Agreement will “ultimately result in the deletion of any stored data” on the AWS Accounts.

The Trustee respectfully requests that the Court deny the Stay Relief Motion without prejudice, or in the alternative, continue the Stay Relief Motion for 60 days, pending the outcome of the Trustee’s negotiations with HPS, and grant such other just and appropriate relief.

Investor Accuses 'Chicken Soup' Parent Of Mismanagement (1/27/25)

By Yun Park

A corporate investor in Chicken Soup for the Soul Holdings LLC has accused the publishing company, which has released popular self-help books for decades, of mismanagement leading up to a subsidiary's Chapter 7 liquidation, saying the company didn't provide proper financial information requested by the investor.

In a complaint filed late Friday, Cole Investment IX, a corporate investor in Chicken Soup for the Soul Holdings, argued the company and its manager, E Brands LLC, breached their contractual obligations by failing to supply accurate information about the company's financial condition, resulting in approximately $50 million in losses.

According to the complaint, the agreement required Chicken Soup for the Soul Holdings to provide quarterly financial statements, annual audited financial statements, and access to books and records. However, Cole alleged the investors were given only "scant information" about operating metrics and key performance indicators. "[It] repeatedly failed to ensure that there was appropriate corporate governance at CSSH and its subsidiaries," Cole said.

The investor further argued the companies neglected to engage suitable advisers to guide the "best strategy" regarding liquidation of its subsidiary, Chicken Soup for the Soul Entertainment Inc. Additionally, the companies failed to maintain proper corporate control and appoint qualified management, Cole said.

The complaint reveals Cole provided a loan to E Brands in December 2020, with an option to convert it into ownership interests in Chicken Soup for the Soul. This loan was later converted into membership interests in March 2021.

At the time of Cole's investment, the parent company, Chicken Soup for the Soul Holdings, owned approximately 62% of Chicken Soup for the Soul Entertainment. By 2023, however, the parent company's ownership stake had dropped to about 40%, and the subsidiary's share price had significantly declined, Cole said in the complaint.

Cole blamed Chicken Soup for the Soul's concentration of duties and power to then-CEO William J. Rouhana Jr. As the bankrupt subsidiary became more insolvent, Rouhana adopted "unrealistic positions on business projections" with shareholders and made transfers to insiders, Cole alleged.

In 2022 and 2023, approximately $18.4 million in management and license fees were paid annually to Rouhana or entities he controlled. In the first three months of 2024 alone, the bankrupt Chicken Soup for the Soul Holdings paid $9 million in management and license fees, according to the complaint.

Chicken Soup for the Soul Entertainment filed for Chapter 11 on June 28 with almost $1 billion in debt. The company acquired Redbox in 2022 and expected a post-COVID-19 rebound from physical kiosk rentals to generate sufficient cash flows. However, the debtor's inability to secure an accounts receivable loan hindered it from paying or securing new content and strained relationships with creditors, including content providers, according to the first-day declaration.

The case was converted to a Chapter 7 liquidation in July.

The firm then said Chicken Soup for the Soul was not affected by the bankruptcy.

Counsel for the investor didn't immediately respond to a request for additional comment on Monday.

Cole Investment IX is represented by Joseph G. Fortner Jr. of Halloran & Sage LLP.

Information for attorneys representing E Brands and Chicken Soup for the Soul Holdings LLC was not available.

The case is Cole Investment IX LLC v. E Brands LLC et al., case number 3:25-cv-00126, in the U.S. District Court for the District of Connecticut.

The bankruptcy case is In re: Chicken Soup for the Soul Entertainment Inc., case number 1:24-bk-11442, in the U.S. Bankruptcy Court for the District of Delaware.

https://www.law360.com/bankruptcy-authority/mid-cap/articles/2289422/investor-accuses-chicken-soup-parent-of-mismanagement

Application/Motion to Employ/Retain Culpepper IP, LLLC as Special Copyright Litigation Counsel Filed by George L. Miller (12/06/24)

Culpepper IP, LLLC would pursue certain copyright infringement litigation.

Prior to the Petition Date, the Debtor Screen Media Ventures, LLC (“Screen Media”) retained the Culpepper Firm to pursue copyright infringement litigation against various internet service providers (“ISPs”). As of the Petition Date, the Culpepper Firm represented Screen Media in certain pending litigation, summarized below (the “Pending Litigation”):

(a) a contested proceeding over proof of claim in In re: Frontier Communications Corp. et al., Case No. 20-22476(MG) (Bankr. Court Southern District of NY) and related ancillary proceeding: In re: subpoena to Reddit, Inc., Case no. 24-3893 (Ninth Cir.), Case no. 24-80005-JD (ND Cal); and

(b) judgment enforcement litigation against Charles Muszynski et al. in: (i) In re: Charles Muszynski, Case No. 23-0-2870(MCF) (Bankr. Court Dist. Of P.R.); (ii) Muszynski v. Millennium Funding, Inc., et al. Case No. 24-11 (B.A.P. for First Cir.); (iii) Millennium Funding, Inc., et al. v. 1701 Management LLC, et al., 21-cv-20861 (S.D. Fla.); (iv) Millennium Funding, Inc., et al. v. AUH2O, LLC, et al., Claim No. NEVHCV2022/0183 (Eastern Caribbean Supreme Court in The High Court of Justice St. Christopher And Nevis, Nevis Circuit); and (v) all other proceedings related to enforcement of the S.D. Fla. Judgment (collectively, the “Alleged Defendant Infringers”).

In addition, the Culpepper Firm represents Screen Media in ongoing, confidential discussions with
certain ISPs (together with the Pending Litigation, the “Pending Matters”).

The Trustee has agreed to pay the Culpepper Firm a contingency fee based on Cash Recoveries (as defined in the Engagement Agreement) received by the Estates, net of reimbursable costs as discussed below, as follows: (1) thirty-five percent (35%) if the matter is settled without filing litigation; (2) forty percent (40%) if litigation is filed but the matter is settled prior to the defendant filing a responsive motion or answer to the complaint; (3) forty-five percent (45%) if litigation is filed but the matter is settled or judgment is obtained after the defendant files a responsive motion or answer to the complaint (including if the matter goes to trial); and (4) fifty percent (50%) in the event of an appeal to any appellate court initiated by defendants which the Trustee instructs the Culpepper Firm to oppose, or, an appeal initiated at the request of the Trustee (collectively, the “Contingency Fees”).

Hearing scheduled for 1/8/2025 at 2:00.

Objections due by 12/27/2024.

Source: PACER [Docket 508]

Any updated news on the status of the liquidation?

Order Authorizing the Retention of Pachulski Stang Ziehl & Jones LLP as Special Litigation and Transactional Counsel to the Chapter 7 Trustee Effective as of July 11, 2024 (Related Doc # 225, 283, 367, 476) Signed on 11/12/2024 (11/12/24)

Source: PACER [Docket 481]

Order Authorizing the Employment and Retention of Pachulski Stang Ziehl & Jones LLP as Chapter 11 Counsel for the Strategic Review Committee and Debtors Effective as of June 28, 2024 Through and Including July 10, 2024 (Related Doc # 226, 283, 367, 476) Signed on 11/12/2024 (11/12/24)

Source: PACER [Docket 482]

Stipulation withdrawing Omnibus Objection [D.I. 283] to Retention Applications [D.I. 225 and 226] and Related Pleadings [D.I. 397, 399, 463 and 465] with Consent to Entry of Proposed Orders Authorizing Retention Applications Between George L. Miller and Chicken Soup for the Soul LLC and William Rouhana.(related document(s)225, 226, 283, 397, 399, 463, 465) Filed by George L. Miller. O'Neill, James (11/11/24)

As a result of the six depositions, the parties met on 11/08/24 and concluded, "that in the best interests of the Debtors and the Debtors’ estates that the Applications be approved subject to the terms of this Stipulation, and in the Debtors’ and the Debtors’ estates’ best interests that the Parties work together to maximize value for the Debtors’ estates."

Stipulation

1. Subject to final review and incorporation of the salient terms of this Stipulation into the proposed Orders approving the Applications, the Objectors shall withdraw the Objection and the Motion to Exclude, and the Applicants will withdraw their Opposition to the Motion to Exclude and will not file the Reply on behalf of Applicants in support of the Applications.

2. The Objection is withdrawn with respect to the 327(a) Application, and is withdrawn with respect to the 327(e) Application in accordance with the terms of this Stipulation set forth below.

3. The Trustee on behalf of the Chapter 7 estates in accordance with his fiduciary duty and PSZJ (to the extent requested by the Trustee and agreed to by PSZJ), or other counsel selected by the Trustee, will investigate and, if appropriate, pursue any claims or causes of actions the Chapter 7 estates may have or hold against HPS Investment Partners, LLC, any of its related entities, and their members, directors, affiliates or professional advisors.

4. The Trustee on behalf of the Chapter 7 estates in accordance with his fiduciary duty and PSZJ (to the extent requested by the Trustee and agreed to by PSZJ) or other counsel selected by the Trustee, will investigate and, if appropriate, pursue any claims or causes of action the Debtors’ Chapter 7 estates may have or hold in connection with the acquisition of Redbox in 2022.

5. The Trustee on behalf of the Chapter 7 estates in accordance with his fiduciary duty will investigate, if appropriate, and pursue, if appropriate, any claims or causes of action that the Chapter 7 estates may have or hold against any Strategic Review Committee formed or appointed by the pre-petition debtors or post-petition debtors, provided however, that PSZJ shall be excluded, absent further order of the Court or agreement of the Parties, from any such investigation or the pursuit of any such claims against, the Strategic Review Committee and any of its following members: Robert Warshauer, John Young, Fred Cohen or Bart Schwartz.

6. For the avoidance of doubt, and subject to the agreements set forth herein, the Trustee on behalf of the Chapter 7 estates in accordance with his fiduciary duty and PSZJ (to the extent requested by the Trustee and agreed to by PSZJ), or other counsel selected by the Trustee, may investigate and, if appropriate, pursue any claims or causes of action.

7. For the avoidance of doubt, nothing in this Stipulation shall bar or preclude the Objectors from any rights they may have to seek to participate, join in, or object to any claims, causes of action, litigation or settlements pursued by the Trustee on behalf of the Chapter 7 estates, and nothing in this Stipulation shall bar or preclude the Trustee from asserting any rights he may have to seek to enjoin or object to the Objectors seeking such relief. Moreover, nothing in this Stipulation shall waive any defenses, rights, claims, causes of action the Objectors may have or hold; nor shall anything in this Stipulation preclude Objectors from initiating any claims, causes of action or litigations they may have or hold, and nothing in this Stipulation shall bar or preclude the Trustee from asserting any rights he may have to seek to enjoin or object to the Objectors seeking such relief.

8. The Objectors reserve all rights to object to any application for the payment of any fees or expenses of PSZJ or any other professional retained by the Chapter 11 Debtors that may submitted to the Court.

9. Each party shall bear their own costs and expenses associated with the Applications, the Objection, the Motion to Exclude, the Opposition to the Motion to Exclude and the Reply.

10. The Trustee on behalf of the Chapter 7 estates in accordance with his fiduciary duty, and the Objectors agree to continue good faith negotiations regarding the termination and treatment of the License Agreement with CSS and the assets subject thereto.

11. Subject to final review of the Orders approving the Applications in accordance with the terms herein, the Objectors consent to the entry of the Orders approving the Applications without the need for further hearing.

Hearing scheduled for 11/14/24 at 11:00.

Source: PACER [Docket 471]

Depositions filed by Chicken Soup for the Soul Entertainment, Inc., have been rescheduled.

William Rouhana

Deposition scheduled for 11/06/24 at 10:00.

Chicken Soup for the Soul Entertainment, Inc.

Deposition scheduled for 11/06/24 at 3:00.

Depositions filed by Chicken Soup for the Soul, LLC, William Rouhana have been rescheduled.

Richard Pachulski

Deposition scheduled for 10/31/24 at 12:00.

John Young

Deposition scheduled for 11/05/24 at 10:00

Robert Warshauer

Deposition scheduled for 11/05/24 at 3:00

George L. Miller

Deposition scheduled for 11/07/24 at 10:00

Order Denying Chicken Soup for the Soul, LLC's and William Rouhana's Motion for Protective Order (Related Doc # 396, 427) Signed on 10/28/2024 (10/28/24)

Source: PACER [Docket 433]

Amended Notice of Agenda of Matters Scheduled for Hearing (related document(s)408) Filed by George L. Miller. Hearing scheduled for 10/23/2024 at 04:00 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #4, Wilmington, Delaware. Carroll, John (10/23/24)

Source: PACER [Docket 421]

MINUTE ENTRY Re: (related document(s): 421 Notice of Agenda of Matters Scheduled for Hearing on 10/23/24) APPEARANCES: See attached sign-in sheet MATTERS: 1) Denied, Order due under COC (10/23/24)

Source: PACER [Docket 425]

An audio file is available under Docket 426. However, I have not yet listened to it.

Objection Applicants' Opposition to Chicken Soup for the Soul, LLC's and William Rouhana's Motion for Protective Order (related document(s)225, 226, 283, 396) Filed by Pachulski Stang Ziehl & Jones LLP. O'Neill, James (10/22/24)

Applicants, the SRC/Debtors and the Trustee, submit this Opposition to the Motion for Protective Order pursuant to which the Rouhana Objectors seek to prevent Applicants from taking relevant, limited and tailored discovery in connection with the Rouhana Objectors’ assertions raised in their objection to the employment of PSZJ as counsel for Applicants in these bankruptcy cases.

Source: PACER [Docket 412]

Notice of Deposition of George L. Miller (related document(s)225, 226, 283) Filed by Chicken Soup for the Soul, LLC, William Rouhana. Detweiler, Donald (10/18/24)

Since Chapter 7 trustees are appointed by the US Trustee, expect thorough representation.

Deposition scheduled for 10/28/24 at 1:00.

Source: PACER [Docket 402]

Notice of Deposition of Robert Warshauer (related document(s)225, 226, 283) Filed by Chicken Soup for the Soul, LLC, William Rouhana. Detweiler, Donald (10/18/2024)

Deposition scheduled for 10/30/24 at 3:00.

Source: PACER [Docket 403]

Notice of Deposition of John Young (related document(s)225, 226, 283) Filed by Chicken Soup for the Soul, LLC, William Rouhana. Detweiler, Donald (10/18/24)

Young was a former board member.

Deposition scheduled for 10/30/24 at 10:00.

Source: PACER [Docket 404]

Notice of Deposition of Richard Pachulski (related document(s)225, 226, 283) Filed by Chicken Soup for the Soul, LLC, William Rouhana. Donald (10/18/24)

Deposition scheduled for 10/31/24 at 11:00.



Source: PACER [Docket 405]

Order Granting Request to Schedule Emergency Hearing in Connection with Chicken Soup for the Soul, LLC's and William Rouhana's Motion for Entry of a Protective Order (Related Doc # 399) Signed on 10/18/2024. (10/18/24)

Hearing scheduled for 10/23/24 at 11:00.

Source: PACER [Docket 406]

Motion for Protective Order // Chicken Soup for the Soul, LLC's and William Rouhana's Motion for Protective Order (related document(s)225, 226, 283) Filed by Chicken Soup for the Soul, LLC, William Rouhana. Detweiler, Donald (10/17/24)

[Edited for content]

Pursuant Application, Robert Warshauer, a former director of CSSE and member of CSSE’s SRC, seeks entry of an order, seeking two distinct retentions: (i) an order “authorizing the SRC to retain and employ PSZJ from June 28, 2024 through and including July 3, 2024”; and (ii) an order “authorizing the Chapter 11 Debtors to retain and employ PSZJ as their chapter 11 counsel from July 4, 2024 through and including July 10, 2024, the conversion date for these cases.”

Pursuant to the 327(e) Application, the Chapter 11 Trustee seeks to retain PSZJ as special litigation and transactional counsel to the Chapter 7 Trustee effective as July 11, 2024.

The Omnibus Objection identifies a number of critical events and facts impacting the Applications, including (i) Pachulski Stang Ziehl & Jones LLP’s (“PSZJ”) undisputed representation of the SRC both before and during the chapter 11 cases; (ii) PSZJ’s purported change of representation from the SRC to the Debtors following the Court’s July 4, 2024 Interim DIP Financing Order; (iii) Creditor HPS Investment Partners, LLC’s (“HPS”) failure to fully fund the amounts payable under the Interim DIP Financing Order prior to the conversion of the chapter 11 cases; (iv) HPS using the Interim DIP Financing Order to reinstate the SRC; HPS using the conversion of the chapter 11 cases to chapter 7 as an excuse not to fund almost half of the Interim DIP Financing approved by the Court (thereby depriving employees of certain health coverage benefits bargained for as part of the Interim DIP Financing Order); (v) PSZJ assisting in these efforts by criticizing the Debtors’ financial condition (and Mr. Rouhana individually) before the Court, despite just days earlier claiming PSZJ lacked the records and documents necessary to assess the Debtors’ finances and operations; and (vi) the SRC’s inexplicable replacement of Reed Smith, LLP, the Debtors’ chapter 11 counsel, with the SRC’s individual counsel, PSZJ.

While the Omnibus Objection sets forth a troubling sequence of events and facts, it is not intended to prove liability of HPS, the SRC, or its individual members. Rather, it informs the Court of the events and questionable relationships and interests among the SRC, HPS, and PSZJ, all of which bear upon the Applicants’ burden of proof before the Court. To meet their burden for the Applications, Applicants must, inter alia, demonstrate that: (i) under the 327(a) Application, PSZJ did not hold or represent an interest adverse to the Debtors’ estates and was disinterested at the time of its alleged engagement by the Debtors in the chapter 11 cases; and (ii) under the 327(e) Application, the proposed retention of PSZJ is in the best interest of the estates, and PSZJ does not represent or hold any interest adverse to the Debtors or the estates with respect to the matters on which PSZJ would be employed.

Because Mr. Warshauer is a former director of CSSE who resigned his board position on or around July 10, 2024, Movants are filing simultaneously with this Motion for Protective Order an Emergency Motion to Exclude the Court’s Consideration of the 327(a) Application (D.I. TBD, the “Emergency Motion to Exclude”). The Emergency Motion to Exclude seeks to exclude the Court’s consideration of the 327(a) Application due to Mr. Warshauer’s lack of corporate authority to seek retention of PSZJ ex post facto, after his resignation from the CSSE board of directors and the clear and unambiguous retention requirements of section 327(a) of the Bankruptcy Code. Granting the Emergency Motion to Exclude would winnow the issues raised by the Applications and should be considered in connection with this Motion for Protective Order. Based on discussions between counsel to the Movants and Applicants, the Movants understand that the Applicants oppose such relief.

By this Motion for Protective Order, Movants seek entry of an order quashing the proposed Depositions pursuant to Fed. R. Civ. P. 26(c) because: (i) good cause exists to protect Movants from annoyance, embarrassment, oppression, undue burden, and expense; (ii) the Depositions are also not relevant to the Applications before the Court and seek privileged information; (iii) the discovery sought is disproportionate to the issues before the Court; and (iv) the Applications fail as a matter of law. Indeed, the Depositions appear to be nothing more than an improper attempt to launch an investigation of Mr. Rouhana and CSS on issues unrelated to the Applications. The Court should not countenance such gamesmanship by the Applicants and its proposed counsel.

A protective order is also necessary because the Applicants seek discovery as to certain legal contentions identified in the Omnibus Objection relating to potential claims the Debtors’ estates may have or hold against HPS and the SRC, PSZJ’s former clients. (Exhibit A at Ex. A.) These potential legal claims were raised by the chapter 11 Debtors’ former counsel, Reed Smith LLP, as potential legal claims against HPS (Exhibit C hereto, the “Reed Smith Correspondence”), not CSS or Mr. Rouhana. The Applicants presumably plan to explore these legal contentions and Reed Smith Correspondence with Movants. However, neither CSS nor Mr. Rouhana can swear under oath about the legal theories and contentions developed by Reed Smith on behalf of the chapter 11 Debtors, and the Applicants’ desire to examine Movants on such legal contentions would be an exercise in futility given the pervasive attorney-client privilege and work product objections and instructions that questions about Reed Smith’s characterizations regarding HPS’s alleged misconduct would inevitably draw.

To this end, the hearing on the Applications should not be turned into collateral litigation about whether the chapter 7 Debtors can prevail on legal contentions developed by the Debtors’ former chapter 11 counsel. Rather, the focus should, instead, be on whether the Applicants have met their burden of proof to retain PSZJ under the Applications, especially given PSZJ’s prior representations of the SRC and HPS.

Accordingly, Movants respectfully request the Court enter a protective order quashing the proposed Depositions in their entirety.

Source: PACER [Docket 396]

Amended Notice of Deposition 30(b)(6) of Chicken Soup For The Soul, LLC (related document(s)225, 226, 283) Filed by Chicken Soup for the Soul Entertainment, Inc., George L. Miller. (10/17/24)

Source: PACER [Docket 394]

Amended Notice of Deposition of William Rouhana (related document(s)225, 226, 283) Filed by Chicken Soup for the Soul Entertainment, Inc., George L. Miller. (10/17/24)

Deposition has been rescheduled for 11/05/24 at 11:00 or at such other day and time as counsel may agree.

Source: PACER [Docket 395]

The reason for the postponement to follow.

Moved to Expert Market (10/16/24)

...and trading has ceased(?)

Other parties that wish to participate in the deposition need only to contact PSZJ no fewer than 24 hours prior to the start of the deposition for more information.

Filing the objection may end up hurting Rouhana. There is no doubt in my mind that some questions are better left unanswered.

Notice of Deposition Notice of 30(b)(6) Deposition of Chicken Soup for the Soul, LLC (related document(s)225, 226, 283) Filed by Chicken Soup for the Soul Entertainment, Inc., George L. Miller (10/08/24)

Source: PACER [Docket 384]

Notice of Deposition of William Rouhana (related document(s)225, 226, 283) Filed by Chicken Soup for the Soul Entertainment, Inc., George L. Miller. (10/08/24)

Source: PACER [Docket 385]

The Strategic Review Committee (the “SRC”) of Chicken Soup for the Soul Entertainment, Inc. (“CSSE”) and the other above-captioned debtors (the “Debtors”), the Debtors, and George L. Miller, the duly appointed chapter 7 trustee of the Debtors’ estates (the “Trustee” and, together, the “Applicants”), shall take the deposition of the person designated by Chicken Soup for the Soul, LLC (“CSS”) and William Rouhana, respectively, to testify on CSS’s behalf with respect to the topics described in Exhibit A attached hereto in connection with the contested matters relating to the Application of the Strategic Review Committee and the Debtors for Authorization to Employ and Retain Pachulski Stang Ziehl & Jones LLP as Chapter 11 Counsel Effective as of June 28, 2024 through and including July 10, 2024 [Docket No. 226] and the Application of the Chapter 7 Trustee for an Order Authorizing the Retention of Pachulski Stang Ziehl & Jones LLP as Special Litigation and Transactional Counsel to the Chapter 7 Trustee Effective as of July 11, 2024 [Docket No. 225] (the “Applications”), and in response to the Omnibus Objection to the Applications [Docket No. 283] (the “Objection”) filed by CSS and William Rouhana, CEO of CSS and former CEO and director of CSSE (the “Objectors”).

Exhibit A

Topics

1. The Objectors’ contention at Paragraph 55 of the Objection that “Debtors owned very contentious claims against PSZJ’s client the SRC (and, by extension, Warshauer and Young) relating to their roles in executing and facilitating HPS’s plan to prevent CSSE from obtaining
the $40 million working capital it needed.”

2. The Objectors’ contention at Paragraph 55 of the Objection that “Debtors’ claims against HPS were one of the Estates’ most valuable assets that any counsel for Debtors ought to have vigorously preserved and, at the appropriate time, pursued.”

3. The Objectors’ contention at Paragraph 55 of the Objection that “Warshauer and Young, were key witnesses to, and targets of, such claims [against HPS].”

4. The Objectors’ contention at Paragraph 56 of the Objection that “the circumstances and timing of PSZJ’s retention by the SRC strongly suggest PSZJ and HPS were working together to execute HPS’s prepetition plan to force Debtors’ liquidation for HPS’s gain to the detriment of Debtors’ shareholder, creditors, business partners, and employees.”

5. The Objectors’ contention at Paragraph 68 of the Objection that “PSZJ became the conduit for the SRC’s destruction of the value-preserving strategy Reed Smith had set into motion for the cases, including derailment of Debtors’ potential claims and causes of action against HPS.”

6. The Objectors’ contention at Paragraph 69, footnote 10 of the Objection that there are “claims and causes of action Debtors’ Estates may have or hold against the SRC and HPS relating to value-destructive actions taken by the SRC[.]”

7. The Objectors’ contention at Paragraph 77 of the Objection that “these PSZJ [current and former] clients caused the financial distress and the circumstances that ultimately led to Debtors seeking bankruptcy protection.”

Deposition scheduled for 10/22/24 at 11:00.

LITIGATION ROADMAP?: How America's Most Inspirational Brand Sold Its Soul to the Devil https://funnybusiness.substack.com/p/how-americas-most-inspirational-brand

No argument from me. Common shareholders will be wiped out.

For those who have not taken the time for read my profile:

Investment Philosophy: (1) Relatively unpopular large companies (2) Bargain issues; and (3) Workouts

None one should ever expect a "pump and dump" from me.

However, I will continue to post information from dockets and news sources. Some Chapter 11 and Chapter 7 cases I have been involved in have lasted a decade or more, and there are posts that far back.

All of this is immaterial as far as the stock and stockholders are concerned, as their will be no funds for shareholders post-liquidation, and the stock will be cancelled.

The stock is worthless. That will not change. Anyone left holding shares will lose 100% of their investment.

Limited Objection of Chicken Soup for the Soul, LLC to HPS Investment Partners, LLCs Motion for Relief from the Automatic Stay (related document(s)243) Filed by Chicken Soup for the Soul, LLC (8/28/24)

Source: PACER [Docket 284]

Omnibus Objection to (I) Application of the Strategic Review Committee and the Debtors for Authorization to Employ and Retain Pachulski Stang Ziehl & Jones LLP as Chapter 11 Counsel Effective as of June 28, 2024 Through and Including July 10, 2024 and (II) Application of the Chapter 7 Trustee for an Order Authorizing the Retention of Pachulski Stang Ziehl & Jones LLP as Special Litigation and Transactional Counsel to the Chapter 7 Trustee Effective as of July 11, 2024 (related document(s)225, 226) Filed by Chicken Soup for the Soul, LLC, William Rouhana (8/28/24)

Chicken Soup for the Soul, LLC is a non-debtor indirect parent company and creditor of Chicken Soup for the Soul Entertainment, Inc.

Source: PACER [Docket 283]

How Chicken Soup for the Soul entangled a titan of private credit (8/24/24)

https://www.ft.com/content/48306f95-cf86-4634-af24-ca4372ab60df

Meeting of Creditors held 8/20/24.

The Debtors were not represented by management or counsel.

Trustee Miller stated that he was unable to access bank accounts at this time. The case is currently in a standstill until he works either out an agreement with secured lender HPS Investment Partners or the Court gives him authority to deal with assets.

Kiosks must stay put for now.

It is highly unlikely that the trustee will need to retrieve the kiosks.

Motion for Relief from Stay (FEE) Motion Of CVS Pharmacy, Inc. for an Order Modifying the Automatic Stay Pursuant to 11 U.S.C. §§ 105(A) and 362(D) to Permit CVS Pharmacy, Inc. to Remove and Dispose of Kiosks. Fee Amount $199. Filed by CVS Pharmacy, Inc.. Hearing scheduled for 8/13/2024 at 10:00 AM at US Bankruptcy Court, 824 Market St., 3rd Fl., Courtroom #7, Wilmington, Delaware. Objections due by 7/30/2024. (7/16/24)

Source: PACER [Docket 144]

Certificate of No Objection regarding CVS Pharmacy, Inc.'s Motion for Relief from Stay (related document(s)144) Filed by CVS Pharmacy, Inc.. (8/02/24)

Source: PACER [Docket 200]

Motion to Shorten and Limit the Notice with Respect to Walmart Inc.'s Motion for an Order Modifying the Automatic Stay to Permit Walmart Inc. to Remove and Dispose of Kiosks (related document(s)202) Filed by Walmart Inc. f/k/a Wal-Mart Stores, Inc. (8/02/24)

Source: PACER [Docket 203]

The Kiosks have been shut down and will be removed once the receiver figures out where to move them to and how to pay for that. The costs will come out of the liquidation proceeds, but since the company has limited assets, it will take some time to get the cash needed to do that. Almost certainly they will end up being scrapped.

Walmart, CVS and other retailers that provided space have been filing motions to remove and dispose of kiosks.

I haven't really followed the saga here since a couple years years ago when they announced an insane buyout price for Redbox, which of course never materialized and that's when I sort of lost track of this company. Oddly enough these Redbox kiosks are still all over the place. Why are they still in existence in who is flipping the bill for them?

This is the usual process for Chapter 7 companies. The stock price does decline slowly, and volume dries up, but the stock price remains above zero when it is finally cancelled.

The market is not that efficient. Many investors, particularly penny stock, Meme and MOMO investors, really don't understand how the market works and don't understand that Chapter 7 does require the stock to be cancelled. By law, the company cannot continue beyond the liquidation, although the stock may limp along until FINRA gets around to terminating trading.

There is also the issue of short positions. The current short position is over 600,000 shares. Obviously anyone short this stock will (eventually) see a 100% return on their short when the stock is cancelled. However, that timing is uncertain, and shorting is not free. They have to pay money to borrow the shares to short, and if the stock hangs around long enough that cost may exceed the value of their short position. So, they will cover from time to time and close out their positions and lock in their profit. Also, the stock they borrowed may be pulled back by the underlying owner, so the shorter may have to repurchase shares in the open market if they can't find new shares to borrow. That also contributes to trading volume.

Fundamentally, the stock is worthless now as there is zero chance the shareholders will receive anything in the liquidation. But, stocks don't trade purely on fundamental value, and you are seeing that here.

How is this stock still considered having any value if chapter 7 bankruptcy has been filed and the shares will be canceled and deemed worthless?

Trust me, I know.

However, I plan to be here for a long time.

Under Chapter 7, the common stock will be cancelled. Guaranteed. By law, the Company will terminate once the liquidation is complete.

The common shares will be wiped out without any payment to shareholders. It will go to zero, and anyone left holding common shares will lose 100% of their investment.

Letter Regarding Trustee's Notice of Termination of Employment Upon Conversion to Chapter 7 Filed by George L. Miller (7/30/2024)
Please take notice that I am the duly appointed and acting interim Chapter 7 Trustee (the “Chapter 7 Trustee”) for the bankruptcy estates of Chicken Soup for the Soul Entertainment, Inc. et al, Case No. 24-11442 (TMH), and its affiliated debtors (collectively, the Debtors”) 1 which are pending in the United States Bankruptcy Court for the District of Delaware. The Debtors’ bankruptcy cases were filed on June 28, 2024 (the “Petition Date”), seeking relief under Chapter 11 of the Bankruptcy Code (11 U.S.C. § 101 et seq.) and were subsequently converted on July 10, 2024 (the “Conversion Date”) to liquidation cases under Chapter 7 of the Bankruptcy Code. Upon conversion to Chapter 7, the Bankruptcy Code does not permit the Chapter 7 Trustee to operate the Debtors’ businesses. Accordingly, the Debtors ceased operating upon conversion to Chapter 7 and all employees were terminated by operation of law effective as of the Conversion Date.
Source: PACER [Docket 192]

Notice of Chapter 7 Bankruptcy Case, Meeting of Creditors & Notice of Appointment of Interim Trustee George Miller with 341(a) meeting to be held on 8/20/24 at 11:00 AM at Zoom - Miller: Proofs of Claims due by 9/18/24. Government Proof of Claim due by 1/6/25. (7/22/24)

Source: PACER [Docket 158]

Appointment of Trustee George L. Miller Filed by U.S. Trustee. (7/11/24)

Source: PACER [Docket 130]

Notice of Conversion from Chapter 11 to Chapter 7 (7/11/24)

Source: PACER [Docket 125]

Those trades were most likely short covering. Shorting is not free, and the people that shorted those shares already made a lot of money on the recent decline. Although the stock is going to go to $0, they don't want to pay the borrowing fees in the meantime to make that little extra.

Volume is decreasing daily. Soon it will likely be just a few thousand shares a day, and then when the shares are cancelled, nothing.

There was
a buyer and seller of 3 block trades of 100,000 each and one for 200,000
so those traders cant read? Ridiculous. Also level 2 shows a bid at .0165 of 100,000 shares,
who is that ?

Waiting for a run? From who? Idiots who can't read and somehow think the stock will have any value in a Chapter 7 liquidation? There are going to be a lot of sellers looking to bail out at any price before the stock gets cancelled and they lose everything. Many of them will be happy to take any price they can get above $0.

Something else to consider. A lot of shareholders were burned in the Redbox bankruptcy and learned their lesson there. They are highly unlikely to fall for the internet pumping and dumping a second time. They got fooled once into buying and holding Redbox waiting for that "run", but they won't get fooled again.

Regardless

the stock will still trade and with so few shares waiting for at run.

Yes, they can. But that is meaningless for the shareholders in regards to the value of the stock. The stock is going to zero, guaranteed. It will be cancelled under Chapter 7 with no payments to shareholders.

Even if any lawsuit against the Board is successful, it won't generate any funds for shareholders. The money would go towards making the creditors whole, and that is a massive nut to crack. The liquidation of the assets will bring pennies, and they need dollars to satisfy all of their liabilities and debt. Only after creditors receive 100% of what they are owed will shareholders get what is left, and that will not happen here. But even if it did and any lawsuit was successful and magically found enough money to pay off all the creditors in full AND provide additional money for shareholders, that money would be paid to shareholders as of the date of the malfeasance, not shareholders as of the final liquidation of the assets. In other words, it doesn't matter if a person owns the stock from this point forward or not. Buying the stock now would not get a person into the lawsuit - that has passed.

Former board of directors
could be charged with misappropriation of funds and sued, this case far from over.
The volume is only 96,758 interesting .