Village Roadshow: Liquidation Plan Confirmed with $57M Warner Bros. Settlement

Village Roadshow Entertainment Group USA Inc., the independent film financier behind The Matrix trilogy, Joker, Ocean's Eleven, Mad Max: Fury Road, and Wonka, emerged from chapter 11 on May 1, 2026 with a confirmed joint plan of liquidation that ends its three-year dispute with Warner Bros. through a $57,045,675.23 allowed claim and shifts remaining estate administration to a Liquidation Trust and a separate GUC Trust. Judge Thomas M. Horan, sitting in the U.S. Bankruptcy Court for the District of Delaware, signed the confirmation order on April 17, 2026 in lead case 25-10475, fourteen months after the debtors filed their petition on March 17, 2025.

The confirmed plan distributes the proceeds of the case's three court-approved sales to Alcon Media Group — $417.5 million for the 108-film library, $18.5 million for derivative rights, and $4.25 million plus assumed liabilities for the studio business — and resolves the Warner Bros. arbitration mechanics that drove the filing. Under paragraph 109 of the confirmation order, Warner Bros. and the debtors each waive their right to appeal the Final Award from the underlying Matrix arbitration, the parties must voluntarily dismiss the parallel California Superior Court action, and a single $57,045,675.23 payment settles every remaining claim between the estates and the studio.

The May 1, 2026 Notice of Effective Date locked in a uniform June 1, 2026 bar date for administrative claims (other than professional fee claims and section 503(b)(9) claims), professional fee claim requests, and rejection damages claims. Burton Hastings Advisors LLC was approved as the GUC Trustee, and the amended plan supplement identifies Kevin Berg as the Liquidation Trustee.

Debtor(s)	Village Roadshow Entertainment Group USA Inc. (35 jointly administered debtors)
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	25-10475
Judge	Hon. Thomas M. Horan
Petition Date	March 17, 2025
Confirmation Date	April 17, 2026
Effective Date	May 1, 2026
Plan Type	Joint plan of liquidation
Prepetition Senior Secured Notes	~$163.1 million
Prepetition ABS Facility	~$223.8 million
DIP Facility	$12.786 million ($7.0M new money + $5.786M roll-up)
Sale Proceeds (Library + Derivative Rights + Studio)	$440.25 million
Liquidation Trustee	Kevin Berg
GUC Trustee	Burton Hastings Advisors LLC
Claims/Noticing Agent	Verita Global (Kurtzman Carson Consultants)
June 1, 2026 Bar Date	Administrative, professional fee, and rejection damages claims

Open the public case profile for docket context, hearings, advisors, and plan updates.

Confirmation Order and the Warner Bros. Settlement

The April 17, 2026 confirmation order is captioned as the combined "Findings of Fact and Conclusions of Law, and Order Approving the Disclosure Statement on a Final Basis and Confirming the Joint Plan of Liquidation" and follows the April 16, 2026 combined hearing. Judge Horan overruled "all remaining unresolved objections" to the disclosure statement and Plan on the merits and with prejudice, treated the debtors' pre-confirmation Plan Modifications as technical or clarifying, and found that no re-solicitation was required.

Paragraph 109 of the order overrides the rest of the order, Plan, Plan Supplement, and Disclosure Statement and resolves the Warner Bros. dispute through five interlocking provisions. Warner Bros. is granted an Allowed Claim of $57,045,675.23 against the Library Debtors' estates in full and final satisfaction of all remaining claims between the debtors and the studio. Both parties waive any right to appeal the Final Award or related rulings by the Arbitration Panel in the underlying Matrix arbitration. The award is net of all claims, setoffs, and recoupments against Warner Bros. held by the debtors' estates, all of which are resolved by the single payment. The parties must voluntarily dismiss Village Roadshow Films (BVI) Limited, et al. v. Warner Bros. Entertainment Inc., et al., No. 22STCV04606 (Cal. Super. Ct.) — with prejudice as to claims related to The Matrix Resurrections and without prejudice as to claims tied to the separate Wonka Dispute. If the $57,045,675.23 payment is not made by May 6, 2026, Warner Bros. reserves enforcement rights against the Final Award (including interest) in any court of competent jurisdiction, including the California Superior Court or the Bankruptcy Court, and the debtors reserve the right to object to imposition of interest.

Warner Bros. was the most active objector in the case. Sheppard Mullin had previously described its representation as guiding Village Roadshow to a "complete legal victory" on the November 12, 2025 derivative-rights sale order. The paragraph 109 settlement resolves the studio's remaining substantive claims through a single allowed-claim amount rather than through additional litigation. The May 13, 2026 Order re: Notice of Appeal and Warner Bros.' pre-confirmation appellant's statement of issues on the derivative-rights sale remain on the docket.

Voting, Class Treatment, and Plan Releases

The confirmed Plan classification carries through the framework used in the disclosure statement: Class 1 other secured claims, Class 2 other priority claims, Class 3A library-debtor general unsecured claims, Class 3B non-library-debtor general unsecured claims, Class 4 senior secured notes claims, Class 5 intercompany claims, Class 6 existing equity interests, and Class 7 intercompany interests. Classes 3B and 4 voted to accept the Plan by the requisite numbers and amounts under section 1126(c) of the Bankruptcy Code, determined without including any acceptance by insiders, satisfying the section 1129(a)(10) impaired-accepting-class requirement. Classes 1, 2, and 3A were unimpaired and conclusively presumed to accept. Classes 5, 6, and 7 were impaired, entitled to no recovery, and conclusively presumed to reject. The Plan vests estate assets in the Liquidation Trust and the separate GUC Trust on the effective date; Burton Hastings Advisors LLC serves as GUC Trustee, and the amended plan supplement names Kevin Berg as Liquidation Trustee under the Liquidation Trust Agreement.

The court approved the Debtor Release in Plan Article XI.A as the product of arm's-length negotiation, supported by valuable consideration, and a valid exercise of business judgment. The Third-Party Release in Plan Article XI.B is opt-out based: creditors had to return a ballot and affirmatively make a "Release Opt-Out Election" to avoid being a Releasing Party. Notice of the Third-Party Release was published in The Wall Street Journal and the Los Angeles Times and presented in conspicuous boldface type in solicitation materials. The Exculpation in Plan Article XI.C is limited to acts and omissions tied to the negotiation, solicitation, confirmation, execution, or implementation of the Plan and Debtor Related Matters, and expressly excludes conduct found by a Final Order to constitute bad faith, fraud, willful misconduct, or gross negligence. The Plan injunction in Article XI.D preserves and enforces the Debtor Release, the Third-Party Release, and the Exculpation.

The U.S. Trustee's February 16, 2026 objection to the disclosure statement targeted the release architecture but was not separately ruled on in paragraph 109. The confirmation order overrules "all remaining unresolved objections" on the merits, addressing those concerns through the modified release package the court ultimately confirmed. Law360 reported on the U.S. Trustee challenge ahead of the conditional disclosure statement approval, and the court later authorized solicitation of the plan on February 20, 2026 under the disclosure statement order.

Effective Date Mechanics and the June 1 Bar Date

On May 1, 2026, the debtors filed the Notice of Effective Date confirming that the Plan's effective date occurred that day. The notice fixes three downstream deadlines, all set as June 1, 2026: (i) administrative claims other than professional fee claims and section 503(b)(9) claims must be filed by June 1, 2026; (ii) professional fee claim requests must be filed by June 1, 2026; and (iii) rejection damages claims must be filed within 30 days of the effective date, which is June 1, 2026.

Verita Global (Kurtzman Carson Consultants), retained as claims and noticing agent effective as of the petition date under the retention application, served the Notice of Effective Date on the post-petition creditor base and filed two supplemental certificates of service to sweep in newly identified parties. The first supplemental certificate at Docket 1636, filed May 19, 2026, covers a supplemental creditor matrix bundled with the Notice of Supplemental Studio Business Assumed Contracts (Docket 1617). The second supplemental certificate at Docket 1652, filed May 26, 2026, covers the supplemental Core/2002 service list and an additional creditor-matrix sweep. MoFo described the emergence and orderly wind-down it advised the ad hoc group of senior secured noteholders and DIP lenders through, with distributions to creditors flowing through the new liquidation trust.

Capital Structure and the DIP Roll-Up

At filing, the debtors reported approximately $223.8 million outstanding under the ABS facility and approximately $163.1 million outstanding under senior secured notes, with a January 2025 bridge issuance of $5.786 million embedded in the senior secured note structure to address immediate liquidity pressure. The first day declaration of Chief Restructuring Officer Keith Maib lays out the prepetition capital structure and the path to the petition.

The DIP motion proposed, and the April 24, 2025 final DIP order approved, a $12,786,104.96 superpriority secured term loan facility consisting of $7.0 million of new money and a $5,786,104.96 cashless roll-up of the bridge notes. The initial interim draw under the March 19, 2025 interim DIP order was $500,000, with the balance available on final approval. The facility carried a 16.0% fixed rate with a 2.0% default-rate step-up and matured on the earliest of July 8, 2025, an event of default, or consummation of a library sale unless extended by the lenders. Borrowing conditions tied the facility to chapter 11 sale milestones.

The DIP package granted superpriority claims and priming liens to the DIP parties, while the prepetition secured parties received replacement liens, section 507(b) claims, and payment of certain professional fees as adequate protection. The final order contemplated payment in full of DIP obligations in cash upon any approved library sale. FMP Agency Services, LLC served as DIP agent, and the Koutsonicolis declaration supported the financing record.

Sale Program and the $440 Million Asset Realization

Village Roadshow structured the case around a 363 sale path from day one. The original sale motion, filed the same day as the chapter 11 petition, split the estate's value into three buckets — library assets, derivative rights, and the studio business — and signed a stalking horse agreement with CP Ventura LLC for the library assets at $365 million, backed by a $10 million break-up fee and up to $2 million of expense reimbursement.

After filing, the debtors reopened the stalking horse competition. Alcon Media Group submitted a topping proposal, CP Ventura countered, and Alcon ultimately won the stalking horse position with a $417.5 million library bid disclosed in the April 16, 2025 supplemental stalking horse motion. The revised package eliminated the $10 million break-up fee and kept only a $2 million expense reimbursement, increasing the library floor by $52.5 million. The April 24, 2025 amended bid procedures order made the Alcon library bid the operative stalking horse framework.

At the May 28, 2025 auction, the debtors selected Alcon as the successful bidder for both remaining sale buckets: $18.5 million cash for derivative rights and $4.25 million cash plus assumed liabilities for the studio business. Warner Bros. was named backup bidder for derivative rights at $17.5 million in the May 29, 2025 successful bidder notice. The June 18, 2025 library sale order closed the headline transaction at $417.5 million. The August 26, 2025 studio business sale order approved a free-and-clear sale to Alcon, found the APA to be the highest or best offer, and held that Alcon qualified as a good-faith purchaser under section 363(m). The November 12, 2025 derivative-rights sale order approved a free-and-clear transfer of sequel, prequel, remake, and related exploitation rights to Alcon with explicit good-faith purchaser findings.

Asset Bucket	Buyer	Consideration	Sale Order
108-film library	Alcon Media Group, LLC	$417.5 million	June 18, 2025
Derivative rights	Alcon Media Group, LLC	$18.5 million	November 12, 2025
Studio business	Alcon Media Group, LLC	$4.25 million + assumed liabilities	August 26, 2025
Aggregate		$440.25 million + assumed liabilities

SOLIC Capital, which replaced Goldman Sachs as investment banker during the prepetition restructuring push, described the $440 million sale program it advised the debtors through. The cash realizations from those three sales — together with the Warner Bros. allowed-claim settlement — underwrote the confirmed liquidation plan.

Path to Filing and the Warner Bros. Dispute

Village Roadshow operated as a co-financing and co-production partner of Warner Bros. for nearly 25 years, releasing more than 100 films across the relationship and generating more than $19 billion in worldwide box office receipts under the first day declaration. The library assets generated approximately $50 million of annual revenue at filing. Headcount fell from about 45 employees in early 2024 to 11 by March 2025, and monthly overhead was reduced to roughly $300,000 in the run-up to the petition.

The first day declaration identifies two principal causes of distress. The Warner Bros. arbitration cut off the debtors' most profitable business line and produced more than $18 million of unpaid legal fees. From 2018 to 2020, management also expanded into an in-house studio business spanning independent film, scripted television, and unscripted projects, developing 99 feature films, 67 unscripted series, and 166 scripted series — but only a handful reached production and none produced enough profit to sustain that platform. The declaration says the studio-business strategy consumed about $47.5 million of development expense. The declaration also cites COVID-era disruption, the writers' and actors' strikes, and broader industry shifts as contributing factors.

The Warner Bros. dispute originated with Project Popcorn, Warner Bros.' decision to release its 2021 theatrical slate simultaneously on HBO Max. Village Roadshow filed suit on February 7, 2022 alleging that the day-and-date release of The Matrix Resurrections breached the partnership's "normal way" distribution term, and that Village Roadshow had been shut out of derivative rights across 89 co-financed films. The arbitration ultimately produced a $125 million award in favor of Warner Bros. on the Matrix Resurrections claims. Goldman Sachs marketed the company and its assets in an out-of-court process, but management concluded no transaction could be closed given the ongoing Warner dispute, anti-assignment issues tied to the library rights, and the lack of a viable go-forward operating platform.

Section 365 Litigation and the Derivative-Rights Sale

The derivative-rights sale produced the case's most contested legal record. Warner Bros. argued under Section 365 of the Bankruptcy Code that the co-production agreements were financial accommodations, personal services contracts, and intellectual property licenses — categories that often cannot be assumed or assigned without counterparty consent. The studio filed a redacted DIP objection, an omnibus objection to the sale, and several sealed supplemental objections through October 2025. Industry coverage of the Ninth Circuit's expansive reading of "financial accommodations" framed the assignability question that the parties litigated in Delaware.

On November 5, 2025, the court issued a memorandum opinion addressing the derivative-rights sale and entered the derivative-rights sale order on November 12, 2025. The court rejected the Section 365 arguments and found the derivative rights assignable to Alcon over Warner Bros.' objections. Warner Bros. filed an emergency motion to stay the sale pending appeal; the bankruptcy court denied the stay on November 25, 2025, and the District Court denied the appeal on November 26, 2025. Warner Bros.' appellant's statement of issues preserved the record on the derivative-rights ruling, but the paragraph 109 confirmation settlement now governs the substantive economic claims between the parties. EuropaCorp separately entered a stipulation modifying the automatic stay.

Alcon's $18.5 million derivative-rights acquisition gave it control over future development of sequels, prequels, remakes, and spinoffs across The Matrix, Practical Magic, Ocean's Eleven, Joker, Wonka, Mad Max, and the rest of the catalog, while Warner Bros. retains distribution rights to the underlying library titles. With the Village Roadshow library, Alcon now holds approximately 150 titles, making it the holder of one of the largest independent feature film libraries in the world.

Professionals and Final Fee Applications

The debtors' professionals were Sheppard Mullin Richter & Hampton LLP as restructuring counsel and Young Conaway Stargatt & Taylor LLP as Delaware co-counsel, identified in the February 20, 2026 disclosure statement order. SOLIC Capital Advisors replaced Goldman Sachs as investment banker during the prepetition restructuring push and continued through the sale program. Hilco Real Estate served as real estate advisor. The Official Committee of Unsecured Creditors was represented by Pachulski Stang Ziehl & Jones LLP as lead counsel, Kirkland & Ellis LLP as special litigation counsel, and Dundon Advisers as financial advisor. MoFo represented the ad hoc group of senior secured noteholders and DIP lenders.

Final fee applications cycled through the docket in late May 2026, including Sheppard Mullin (Docket 1646), Young Conaway (Docket 1647), SOLIC (Docket 1648), and Kirkland & Ellis (Docket 1691, eleventh monthly and final), plus Verita's final administrative-advisor application at Docket 1690, tracked on the docket browse view. Kirkland's role across the case continued to be special litigation counsel.

Key Timeline

Date	Event
2025-03-17	Chapter 11 petitions filed; first day declaration and sale motion filed; CP Ventura named initial $365 million library stalking horse
2025-03-19	Interim DIP order entered for the $12.786 million DIP structure
2025-04-16	Debtors file supplemental stalking horse motion naming Alcon as new library stalking horse at $417.5 million
2025-04-24	Court enters amended bid procedures order and final DIP order
2025-05-28	Auction held for derivative rights and studio business
2025-05-29	Successful bidder notice names Alcon for derivative rights and studio business; Warner backup at $17.5M on derivative rights
2025-06-18	Library sale to Alcon closes at $417.5 million
2025-08-26	Studio-business sale order approved
2025-11-05	Court issues memorandum opinion on derivative rights
2025-11-12	Derivative-rights sale order approved ($18.5M to Alcon)
2025-11-25	Warner Bros. stay motion denied
2025-11-26	District Court denies Warner Bros. appeal
2026-01-29	Debtors file joint plan of liquidation and disclosure statement
2026-02-16	U.S. Trustee objects to disclosure statement and release mechanics
2026-02-20	Court conditionally approves disclosure statement and sets April 16, 2026 combined hearing
2026-04-01	Debtors file further revised joint plan (Dkt 1516)
2026-04-16	Combined disclosure statement / confirmation hearing held; debtors file amended plan supplement naming Kevin Berg as Liquidation Trustee
2026-04-17	Court enters confirmation order including paragraph 109 Warner Bros. settlement
2026-05-01	Plan effective date; Notice of Effective Date sets June 1, 2026 bar dates
2026-05-06	Deadline for $57,045,675.23 Warner Bros. payment before enforcement-rights reservation triggers
2026-05-19	First supplemental certificate of service for Effective Date Notice
2026-05-26	Second supplemental certificate of service for Effective Date Notice
2026-06-01	Bar date for administrative claims, professional fee claims, and rejection damages claims

Frequently Asked Questions

When did Village Roadshow's plan get confirmed?

Judge Thomas M. Horan signed the confirmation order on April 17, 2026 at Docket 1565 after the April 16, 2026 combined disclosure statement and confirmation hearing. The Plan became effective on May 1, 2026 under the Notice of Effective Date at Docket 1620.

How was the Warner Bros. dispute resolved at confirmation?

Paragraph 109 of the confirmation order grants Warner Bros. an Allowed Claim of $57,045,675.23 against the Library Debtors' estates in full and final satisfaction of remaining claims. Both parties waive any right to appeal the Final Award from the Matrix arbitration, and the parties must voluntarily dismiss the California Superior Court action (with prejudice as to the Matrix Resurrections claims and without prejudice as to the Wonka Dispute). If the payment is not made by May 6, 2026, Warner Bros. may enforce the Final Award (including interest) in any court of competent jurisdiction.

Which classes voted on the plan and how did they vote?

Only Classes 3B (non-library-debtor general unsecured claims) and 4 (senior secured notes claims) voted, and both accepted by the requisite numbers and amounts under section 1126(c). Classes 1, 2, and 3A were unimpaired and conclusively presumed to accept. Classes 5 (intercompany claims), 6 (existing equity), and 7 (intercompany interests) were impaired, received no distributions, and were conclusively presumed to reject. Section 1129(a)(10) was satisfied without insider acceptance.

Who is the Liquidation Trustee and who is the GUC Trustee?

Kevin Berg is the Liquidation Trustee under the Liquidation Trust Agreement attached to the amended plan supplement at Docket 1561. Burton Hastings Advisors LLC is the GUC Trustee under the confirmed Plan.

What is the June 1, 2026 bar date?

The Notice of Effective Date fixes June 1, 2026 as the deadline for (i) administrative claims other than professional fee claims and section 503(b)(9) claims, (ii) professional fee claim requests, and (iii) rejection damages claims, which must be filed within 30 days of the May 1, 2026 effective date.

Are the third-party releases in the confirmed Plan opt-out releases?

Yes. The Third-Party Release in Plan Article XI.B is opt-out based; creditors had to return a ballot and affirmatively make a "Release Opt-Out Election" to avoid being a Releasing Party. Notice was published in The Wall Street Journal and the Los Angeles Times and presented in conspicuous boldface type in solicitation materials. The court overruled the U.S. Trustee's release-architecture objection on the merits at confirmation.

Did the case generate enough cash to fund the plan?

The three court-approved Alcon sales produced $417.5 million for the 108-film library, $18.5 million for derivative rights, and $4.25 million plus assumed liabilities for the studio business — about $440.25 million in aggregate cash plus assumed liabilities. Those realizations, together with the paragraph 109 Warner Bros. settlement, underwrite the confirmed liquidation plan.

Who is the claims agent for Village Roadshow?

Verita Global (Kurtzman Carson Consultants, LLC dba Verita Global) serves as the claims and noticing agent under the retention application approved effective as of the petition date.

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