| 10-27-25 | Omnicare, LLC | Houlihan Lokey Capital, Inc. | $150,000, nonrefundable, payable in advance, commencing October 2, 2025. | $4,000,000 Restructuring Transaction Fee, triggered by the earlier of (I) closing of an out-of-court Restructuring Transaction or (II) effective date of a confirmed plan of reorganization or liquidation. | Sale Transaction Fee (Standard): Greater of $2,500,000 or 1.65% of Aggregate Gross Consideration (AGC). Sale Transaction Fee (Single Sale): Greater of $4,750,000 or 1.65% of AGC. Financing Transaction Fee: Greater of $1,000,000 or 2.0% of gross proceeds of indebtedness raised (Affiliate Financing Exception: 0.50% without term sheet; 1.25% with bona fide term sheet). Early Termination Fee: $300,000 (if terminated on or prior to September 24, 2025). | Financial advisory services, including M&A advisory (Sale Transactions), Capital Markets advisory (debt/equity placement, DIP/exit financing), Restructuring services (recapitalization, plan of reorganization/liquidation), and expert advice/testimony. | 12 months after termination; payable if Transaction is consummated during the term or Tail Period. Tail Period is zero (0) days if the Early Termination Fee is paid. | Monthly Fees are nonrefundable and earned upon receipt. Early Termination Fee is net of any Monthly Fees paid. | Standard indemnification against all losses/claims, except for those resulting primarily from HL Party's willful misconduct or gross negligence (as finally judicially determined). |
| 10-24-25 | First Brands Group, LLC | Lazard Frères & Co. LLC (Lazard) | $500,000 monthly fee, payable without prior application. Composed of two $250,000 components: the first component is 50% credited against success fees (for amounts paid exceeding $1,500,000 total); the second component is 100% credited against success fees. | Restructuring Fee of $45,000,000. Plus two $5,000,000 milestone fees ($10,000,000 total) payable upon (1) 2+ IOIs for all/significant assets, and (2) 1+ binding bid at qualified deadline. Milestone fees 100% credited against Restructuring Fee or Sale Transaction Fee. | Financing Fees (of gross proceeds): 1.5% Sr Secured Debt; 2.5% Jr/Unsecured/Sub Debt; 4.0% Equity/Equity-linked/Stapled Securities. Amendment Fee: 0.5% of Existing Obligations involved. Liability Management Fee: 1.0% of Existing Obligations involved. Majority Sale Fee: Greater of (A) Tiered % of Aggregate Consideration (0.75% up to $11,000,000,000; 2.25% above $11,000,000,000) or (B) $45,000,000 Restructuring Fee. Minority Sale Fee: Tiered (2.50% up to $250,000,000 down to 1.00% for $1,500,000,000+). Aggregate cap of $150,000,000 for Sale Transaction Fee and/or Minority Sale Transaction Fee. | Comprehensive financial restructuring advice, including projections review, debt capacity/valuation analysis, capital structure determination, negotiation advice, participation in Financing, Amendment, Liability Management, Sale, and Restructuring Transactions, and Court testimony. | 12-month tail period following termination by the Company/Counsel; covers any transaction announced or resulting from negotiations occurring during the engagement period. | 100% of the incremental $250,000 monthly fee component credits against success fees; 50% of the first $250,000 monthly fee component credits against success fees (only for amounts paid exceeding $1,500,000). $10,000,000 in milestone fees 100% credited against Restructuring Fee or Sale Transaction Fee. | Standard indemnification; exclusions for fraud, bad faith, self-dealing, breach of fiduciary duty (if any), gross negligence, or willful misconduct (requires final judicial determination). Advancement of costs requires separate application and Court approval. |
| 10-16-25 | Razzoo's, Inc. | Stout Capital, LLC | $30,000 monthly, nonrefundable cash fee, paid in advance (starting September 8, 2025). | $750,000 cash fee upon consummation of a Restructuring Transaction (recapitalization or restructuring of equity/debt securities via plan of reorganization or liquidation). | Sale Transaction Fee based on Aggregate Gross Consideration (AGC): $750,000 for AGC up to $17,500,000, plus 5% of incremental AGC above $17,500,000. If credit bid, credit bidder pays cash value of fee. | Investment banking services for M&A transactions, restructuring support, capital markets advisory, proposal evaluation, negotiation assistance, and expert advice/testimony at Court hearings. | 18-month Tail Period for Transaction Fees if Transaction is consummated, or if agreement in principle is executed during term/Tail Period and subsequently consummated. | First 4 Monthly Fees credit against Transaction Fee (Restructuring or Sale), provided fee is not reduced below zero. | Debtors indemnify Stout Capital against losses/claims, except for those finally judicially determined to result primarily from willful misconduct or gross negligence; limited by Fifth Circuit authority. |
| 07-29-25 | Genesis Healthcare, Inc. | Jefferies LLC | $100,000/month (pre-petition); $150,000/month (post-petition). | $5,000,000 upon consummation of a Restructuring (including a Credit Bid). | M&A (Substantially All): Greater of $5,500,000 or 1.35% of Transaction Value. Minority M&A: Greater of $1,250,000 or 1.75% of Transaction Value. Financing: 1.0% DIP; 2.0% secured Bank Debt/Debt Securities; 3.0% other Bank Debt/Debt Securities; 4.0% equity securities. | Financial advisory, Restructuring, M&A advisory, and Capital markets advisory (including DIP financing). | 12 months post-termination for any consummated Transaction. | 50% of Monthly Fees (paid after first 4 months) credit against Restructuring Fee or M&A Transaction Fee. 25% of Minority M&A Transaction Fees exceeding $1,250,000 credit against subsequent Restructuring Fee. 100% of DIP Financing Fees paid by Excluded Parties (White Oak Healthcare Financing, LLC, Omega Healthcare Investors, Inc., Welltower Inc., WAX Dynasty Partners LLC, MAO 22322 LLC) credit against Restructuring Fee or M&A Transaction Fee. | Standard indemnification, excluding losses resulting from gross negligence, willful misconduct, fraud, breach of fiduciary duty, or bad faith (Excluded Losses). |
| 03-24-25 | 23andMe Holding Co. | Moelis & Company LLC | $175,000 per month | $3,000,000 | 5.0% for equity interests; 3.0% for convertible debt; 2.0% for junior unsecured debt; 1.0% for secured debt/DIP capital (minimum $500,000 for DIP Capital); $3,500,000 for Sale Transaction; 5.0% of aggregate gross proceeds for Asset Transaction (capped at $2,500,000) | Advising on strategic alternatives, financial condition, and business plan; reviewing, analyzing, negotiating, and advising on terms for potential Sale Transaction, Asset Transaction, Restructuring, or Capital Transaction; assisting with information memorandum preparation and identifying/contacting potential Acquirers/purchasers. | 12 months following expiration or termination, unless a Sale Transaction outside of bankruptcy closes or all transactions under an effective chapter 11 plan are consummated. | 50% of Monthly Fee credits against Sale Transaction Fee or Restructuring Fee; Retainer Fee credits against Sale Transaction Fee or Restructuring Fee; Sale Transaction Fee credits against Restructuring Fee; Asset Transaction Fee credits against Sale Transaction Fee; Restructuring Fee credits against subsequent Sale Transaction Fee. | Standard indemnity/exculpation for Moelis Persons, except for losses primarily resulting from bad faith, willful misconduct, or gross negligence. Debtors reimburse related investigation/enforcement costs (including counsel fees). |
| 03-07-25 | Zips Car Wash, LLC | Evercore Group L.L.C. | $150,000/month (eff. 10/1/2024); 100% credited against Restructuring Fee. | $3,500,000 Restructuring Fee (upon Plan confirmation or Restructuring consummation); $775,000 Liability Management Fee (upon Amendment consummation). | Capital Raise Fee: 1.5% for debt (excluding HPS commitments up to $187,500,000) and 3.0% for junior/other securities, capped at $13,500,000. Sale Fee: Mutually agreed upon for Sales approved by independent directors and where Evercore was specifically engaged (excludes lender remedy sales or sales involving other third-party brokers). | Advising Debtors on Restructuring, Sale, and/or Capital Raise transactions, including plan development, financing negotiation, acquiror identification, and customary investment banking services. | 12 months following termination for any Restructuring, Liability Management, Amendment, Sale, and/or Capital Raise announced or occurring during the engagement period. | 100% of Monthly Fees credit against Restructuring Fee; 100% of Amendment Fees credit against Restructuring/Liability Management Fee; 50% of Restructuring/Liability Management Fee credits against Sale Fee or Capital Raise Fee earned within 12 months thereafter. | Standard, subject to modifications regarding bad faith, gross negligence, willful misconduct, and Court approval for payments. |
| 03-06-25 | OTB Holding LLC | Hilco Corporate Finance, LLC | $25,000 per month | $750,000 upon closing of a Restructuring Transaction | Greater of $750,000 or (2% of Transaction Value up to $30,000,000 + 4% of Transaction Value exceeding $30,000,000) for the first Sale Transaction closing; payable from gross proceeds. | Advising on and executing a sale of businesses/assets, restructuring/reorganization, and financial advisory services; includes identifying buyers/capital sources, creating materials, soliciting/negotiating proposals, assisting due diligence (VDR), assisting with Court motions, consulting with parties-in-interest, and providing testimony. | 12 months following expiration or Company termination, fees due if a Transaction is consummated. | 50% of Monthly Fees (starting with the third payment) credited against the Sale Transaction Fee or Restructuring Fee. | Standard indemnification by Company, except for losses judicially determined to result from HCF's willful misconduct or gross negligence. HCF liability limited to losses judicially determined to result from its willful misconduct or gross negligence. |
| 02-25-25 | Nikola Corporation | Houlihan Lokey Capital, Inc. | $175,000/month for first 3 months; $150,000/month thereafter. Monthly Fee ceases upon payment of final transaction fee for a 3(a)(9) Offer. | $3,000,000 Restructuring Transaction Fee; $1,500,000 Out-of-Court Exchange Transaction Fee. | Sale Transaction Fee: $3,000,000 for Aggregate Gross Consideration (AGC) up to $150,000,000, plus 3.0% of incremental AGC above $150,000,000 (based on aggregate AGC if multiple sales). Financing Transaction Fee: 1.5% DIP financing; 1.75% senior indebtedness; 2.75% unsecured indebtedness; 4.75% equity or equity-linked securities (warrants considered equity). | Assisting with information development (including offering memorandum), evaluating proposals, negotiating Transactions, attending meetings (Board, creditor groups, official constituencies), providing expert advice/testimony, and other agreed investment banking services. | 18 months after termination if a Transaction is consummated, or if an agreement in principle is executed during the term or Tail Period and the Transaction is consummated thereafter. | 50% of Sale Transaction Fee credits against Restructuring Transaction Fee, capped at $1,500,000. | Standard indemnification by Debtors, except for losses finally judicially determined to result primarily from HL Party’s gross negligence or willful misconduct. |
| 02-19-25 | Omega Therapeutics, Inc. | Triple P Securities, LLC | $75,000 per month | $1,250,000 | DIP Financing: 2.0% of new money (1.0% if from Bridge Lender or affiliates); Senior Secured Debt/Government Financing: 2.0%; Junior Secured/Unsecured Debt: 4.0%; Equity/Equity-linked: 6.0%. Minimum First Financing Fee: $100,000. No fee for Bridge Financing or roll-up of existing indebtedness. | Standard IB services: Reviewing business/projections, evaluating debt capacity/capital structure/valuation, advising/assisting in marketing/consummating Financing and Sale Transactions, and advising on new securities terms. | 18 months post-termination for Restructuring, Sale Transaction, or Financing announced or resulting from negotiations during the engagement period. | 50% of Monthly Fees paid after the fourth month of Engagement credit against Restructuring Fee or Sale Transaction Fee (subject to Court approval). | Standard indemnity by Debtor, surviving Chapter 11 closing; carve-outs for willful misconduct, gross negligence, bad faith, or self-dealing. Liability limited to fees paid to Portage Point. |
| 01-23-25 | Mondee Holdings, Inc. | Piper Sandler & Co. | $125,000 per month | $2,950,000 completion fee | 1.0% for senior secured financing; 3.0% for junior secured or senior unsecured financing; 5.0% for other financing (including equity or equity-linked); 1.0% on new money component only for DIP financing. | Financial advisory services, including review/analysis of assets, liabilities, strategies, projections, debt capacity, and liquidity; Debtors valuation; assistance in raising debt/equity financing; planning negotiations with creditors; review of transaction terms; evaluation of alternatives; participation in negotiations, meetings, hearings, and testimony. | 9 months post-termination if a Transaction or New Capital Raise is consummated, or if LOI/definitive agreement is executed within 9 months and subsequently consummated. | 50% of Monthly Fee credited against Completion Fee after $750,000 in Monthly Fees earned; credit capped at the amount of the Completion Fee. | Standard, subject to Court approval; Debtors authorized to indemnify for specified services (excluding post-petition services unless approved); carve-outs for gross negligence, willful misconduct, fraud, bad faith, or breach of fiduciary duty; settlement requires express release; advancement of defense costs requires Court application. |
