Pivotal Post: $22M Insider Credit-Bid Sale and Dismissal

Rainbow Production Services, LLC — the operating group behind the "Pivotal Post" film and television post-production brand — filed chapter 11 in the U.S. Bankruptcy Court for the District of Delaware on November 4, 2024, under lead case number 24-12564 before Judge Karen B. Owens. The filing was a freefall case structured for a quick section 363 sale to a stalking horse formed by the debtors' own senior lenders. The same SILAC and Haymarket lender group that held the prepetition senior debt financed the debtor-in-possession facility, stood up the acquisition vehicle that bought the assets, and satisfied the $22 million purchase price almost entirely through a credit bid.

One secured lender group controlled the debt stack, the DIP, and the buyer. There was no contested plan process, no creditors' committee, and no cash recovery for junior or unsecured constituencies. After the sale closed on February 21, 2025, the debtors did not pursue a liquidating plan or convert to chapter 7. They sought a structured dismissal, which the court granted on May 19, 2025, closing a lender-controlled wind-down that ran just over six months from petition to dismissal.

Debtor	Rainbow Production Services, LLC, dba Pivotal Post (4 jointly administered entities)
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	24-12564
Petition Date	November 4, 2024
Judge	Hon. Karen B. Owens
DIP Facility	Up to $8.0M new money (SILAC/Haymarket), $3.0M interim, 10% interest, dollar-for-dollar roll-up on final order
Sale Closing	February 21, 2025
Dismissal Date	May 19, 2025

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Maturity Default and 2023 Loan Waivers

The path to chapter 11 began with the debtors' inability to service the Film Finances Senior Loan Facility. Beginning in March 2023, the debtors entered a series of amendment and waiver agreements with the prepetition secured party and lenders — executed in March 2023, July 2023, and October 2023 — to address mounting defaults under the loan and guaranty. The waivers deferred but did not resolve the underlying problem.

By December 2023, the debtors had told the prepetition lenders that they would likely be unable to satisfy the loan by its August 31, 2024 maturity date. When that date arrived, the debtors were in maturity default. Negotiations with the lenders over a sale-based resolution had already begun in May 2024, and by the petition date the lenders themselves had formed an acquisition vehicle to serve as the stalking horse — a structure described in the bidding procedures and sale motion.

The debtors' Miami-based parent, 777 Partners, featured prominently in press coverage of the filing. Bloomberg Law reported that 777's film business blamed its Miami parent for its troubles, Deadline reported the lenders were cutting ties with 777 Partners through the sale, and Law360 published an overview of the case on the petition date.

Senior Loan Facility and the 777 Partners Ownership Chain

The debtors entered bankruptcy with an unusually simple capital structure: a single funded-debt facility and no second-lien, mezzanine, or material unsecured funded debt beyond trade payables and intercompany obligations. The Film Finances Senior Loan Facility had an original principal of $52,343,428.34 and an outstanding balance of $69,502,881.05 as of November 3, 2024, with interest and fees continuing to accrue. Film Finances, Inc. was the borrower, with Rainbow Production Services, Rainbow Digital Services, and EPS-Cineworks serving as subsidiary guarantors, and the facility was secured by substantially all property of each debtor.

The lender group consisted of SILAC Insurance Company — whose position was subsequently assigned to Dacian Master Fund LP, the "Pre-Petition Dacian Lender" — and the "Pre-Petition Haymarket Lender." That same group provided the DIP facility and credit-bid the company through the sale. With one senior loan over three U.S. operating guarantors, no funded debt sat between the secured lenders and trade unsecured creditors.

Ownership ran through a multi-tier holding chain that the First Day Declaration of Peter Coleman detailed. Rainbow Production Services is a subsidiary of FFI Holdings Ltd. (formerly FFI Holdings PLC), which is owned by Lumiere Acquisitions Company LLC and in turn by Lumiere Financing LLC. Lumiere Financing is held 67% by 600 Partners LLC and 33% by 777 Partners LLC, with upper-tier holding entities including SPA II LLC, MTCP LLC, and SuttonPark Acquisition LLC, and ultimate beneficial interests attributed to Steven W. Pasko and Joshua Wander through JARM Capital LLC. The corporate group also included operations or affiliated entities in the United Kingdom, Quebec, and Toronto.

DIP Financing and the Dollar-for-Dollar Roll-Up

The DIP financing motion sought up to $8.0 million of new money, with $3.0 million available upon entry of the interim order, provided by SILAC Insurance Company and Haymarket Insurance Company — the same prepetition lender group — with SILAC serving as DIP administrative agent. The facility carried a 10% cash-pay interest rate.

The roll-up feature tied the prepetition and post-petition debt together: upon entry of a final order, one dollar of prepetition indebtedness was rolled up for every dollar advanced under the DIP. The facility was secured by superpriority priming liens on the debtors' assets, priming the prepetition collateral, and included a customary professional-fee carve-out. The Pre-Petition Dacian Lender received replacement liens and superpriority claims as adequate protection for any diminution in value. DIP maturity was set to the earliest of January 24, 2025, the closing of a sale of substantially all assets, acceleration by the DIP lenders, or the effective date of a confirmed plan.

The court entered the interim DIP order on November 6, 2024, the same day the debtors filed the bidding procedures and sale motion.

Credit-Bid Sale to Film Services International

The case was structured from day one as a single-track 363 sale. The debtors had retained Roth Capital Partners, LLC as investment banker prepetition, and as of the petition date Roth had contacted approximately 194 potential bidders — 168 financial buyers and 26 strategic buyers — with ten parties signing non-disclosure agreements. The marketing process produced no third-party stalking horse bid. The prepetition and DIP lenders instead formed Film Services International, LLC ("FSI") as a new acquisition vehicle to anchor the auction.

FSI's stalking horse bid offered aggregate consideration of $22,000,000, structured as the assumption of certain assumed liabilities, full satisfaction of the DIP obligations, and a credit bid of prepetition indebtedness sufficient to reach the $22 million total. The assumed liabilities included post-closing obligations under designated contracts and leases (including cure costs), pending bond claims, liabilities tied to ownership of the acquired assets from and after closing, and post-closing taxes. Competing bidders were required to post a deposit of 10% of the proposed purchase price. The terms were laid out in the stalking horse bidding procedures circulated at the outset of the case.

The court entered the bidding procedures order on December 5, 2024, designating FSI as the stalking horse, approving the bid protections, and setting a January 9, 2025 auction and a January 20–21, 2025 sale hearing. No qualified competing bids were received, so the auction did not proceed in a competitive form. The court approved the sale to FSI as the highest and best offer and entered the sale order on January 21, 2025, authorizing a sale free and clear and the assumption and assignment of designated contracts and leases. The purchase price was satisfied entirely through the credit bid of the DIP obligations and a portion of the prepetition senior debt — no cash flowed to junior or unsecured constituencies. The sale closed on February 21, 2025.

Lease Rejection Fight and Structured Dismissal

The only sustained contested matter on the docket was a landlord dispute over a rejected lease. After the debtors moved to reject their Wilshire location lease, DE 12121 Wilshire LP objected on March 17, 2025, responding to the debtors' rejection motion. The dispute drew extensive briefing, including the debtors' reply and a supporting declaration from Peter Coleman, and was the last materially contested matter before the dismissal motion. The court entered an order granting the rejection on May 5, 2025, resolving the dispute in the debtors' favor. Beyond the Wilshire fight, the docket reflects no creditors' committee, no UST conversion or stay-relief motion, and no plan or disclosure-statement contest.

With substantially all assets sold and operations ceased, the debtors moved to dismiss rather than confirm a liquidating plan or convert to chapter 7. The motion to dismiss, filed April 21, 2025, explained that the estates held no unencumbered assets: the only material residual asset was a claim in the U.K. "Hamilton Arbitration," which FSI had not acquired but which was itself collateral of the prepetition lenders. Confirming a plan would require fees the estate could not fund, and conversion would generate additional administrative expense the estates could not pay with no remaining trustee tasks other than distribution.

The wind-down was funded by the lenders and the buyer. They agreed to leave the estates with enough cash to pay administrative claims and professional fees incurred through dismissal, subject to a buyer-approved wind-down budget, and the buyer agreed to fund roughly $700,000 in February 2025 operating expenses plus certain insurance bordereau payments. Administrative claims under section 503(b) were anticipated to be paid in full, with no recovery for general unsecured creditors because no unencumbered assets remained. The court entered the dismissal order on May 19, 2025, and the scheduled May 22 hearing was cancelled.

Professional Retentions and Final Fees

The debtors' professional roster reflected a lean, sale-focused case. Levene, Neale, Bender, Yoo & Golubchik LLP served as lead bankruptcy counsel — per Law360, a boutique insolvency firm directing the case — with Bayard, P.A. as Delaware co-counsel. Roth Capital Partners acted as investment banker, Donlin, Recano & Company, LLC as administrative advisor and claims and noticing agent, and Sullivan & Triggs, LLP as an additional debtor professional. Quinn Emanuel Urquhart & Sullivan, LLP served as special counsel on the Hamilton and Horizon arbitrations and completion-guarantee matters.

Final fee applications closed out the case. Levene Neale's final fee application sought $523,905.50 in fees and $6,279.81 in expenses for the period from the petition date through dismissal. Quinn Emanuel's final application sought $118,719.90 in fees — reflecting a 10% discount off $131,911.00 — plus $155,217.19 in expenses and a $4,000 fee-application preparation charge for the November 4, 2024 through April 30, 2025 period. The court entered Roth Capital's final fee order on May 5, 2025, the same day it resolved the Wilshire lease dispute.

Key Timeline

Date	Event
March / July / October 2023	Amendment and waiver agreements with prepetition lenders to address loan defaults
December 2023	Debtors notify lenders they will likely be unable to satisfy the loan by maturity
May 2024	Sale-based negotiations with lenders begin
August 31, 2024	Stated maturity of the senior loan; debtors in maturity default
November 4, 2024	Petition date; joint administration sought; Coleman First Day Declaration filed
November 6, 2024	Interim DIP order entered; bidding procedures and sale motion filed
December 5, 2024	Bidding procedures order entered designating FSI as stalking horse
January 9, 2025	Scheduled auction — no qualified competing bids received
January 21, 2025	Sale order entered approving sale to Film Services International
February 21, 2025	Sale closing
April 21, 2025	Debtors' motion to dismiss filed
May 5, 2025	Order granting Wilshire lease rejection; Roth Capital final fee order entered
May 19, 2025	Dismissal order entered

Frequently Asked Questions

Who is the claims agent for Rainbow Production Services?

Donlin, Recano & Company, LLC served as the administrative advisor and claims and noticing agent. The firm maintained the official claims register and distributed case notifications to creditors and parties in interest.

Who bought the Pivotal Post assets?

Film Services International, LLC, an acquisition vehicle owned and controlled by the debtors' prepetition and DIP lenders, acquired substantially all assets for $22 million. The price was satisfied through a credit bid of the DIP obligations and a portion of the prepetition senior debt rather than cash.

Why was the case dismissed instead of confirming a plan?

After the sale closed, the estates held no unencumbered assets and could not fund a liquidating plan or absorb the administrative cost of a chapter 7 conversion. The lenders and buyer funded a wind-down budget to pay administrative claims, and the court dismissed the cases on May 19, 2025.

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