Case: 17-14849 Doc: 41 Filed: 03/13/18 Page: 1 of 16
`
`IN RE:
`YOUTOO TECHNOLOGIES, LLC
`
`IN THE UNITED STATES BANKRUPTCY COURT
`FOR THE WESTERN DISTRICT OF OKLAHOMA
`
`Case No. BK-17-14849-JDL
`(Chapter 7)
`
`Debtor.
`
`
`
`
`
`MOTION TO SELL PROPERTY FREE AND CLEAR OF LIENS, CLAIMS AND
`ENCUMBRANCES COMBINED WITH BRIEF AND WITH NOTICE OF
`OPPORTUNITY FOR HEARING AND NOTICE OF HEARING
`
`Douglas N. Gould, Trustee (“Trustee”) for YouToo Technologies, LLC, Debtor
`
`(“YouToo”), pursuant to 11 U.S.C. §363(f), respectfully moves this Court for the entry of an
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`order authorizing the sale of the Debtor’s interests in certain patents and other assets of the estate
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`free and clear of liens, claims and interests in the patents other than the prior perfected security
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`interests of the Secured Creditors’ claims referenced herein according to the terms set forth in
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`this Motion to Sell (“Motion”).
`
`In support of this Motion the Trustee presents to the Court and the parties in interest the
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`following:
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`
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`1.
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`Jurisdiction
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`This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. §157(b).
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`Venue is proper before this Court pursuant to 28 U.S.C. §§1408 and 1409. The statutory
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`predicate to the Motion is 11 U.S.C. §363.
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`Background
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`2.
`
`YouToo filed its Chapter 7 Bankruptcy Petition on November 30, 2017.
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`Thereafter, Douglas N. Gould was appointed Trustee for the bankruptcy Estate of the Debtor.
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`3.
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`The following patents (“Patents”) to be sold were disclosed in the Debtor’s
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`Schedules:
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`Scheduled Asset
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`Scheduled Value
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`Page 1 of 16
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`

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`Case: 17-14849 Doc: 41 Filed: 03/13/18 Page: 2 of 16
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`Intangibles-Patents
`Fair Market Value as of 12/31/2016 Unknown
`
`$unknown
`
` *
`
` U.S. Patent No. 8,311,382
`Recording and Publishing Content on Social
`Media Websites
`* U.S. Patent No. 8,464,304
`Content Creation and Distribution System
`* U.S. Patent No. 8,601,506
`Content Creation and Distribution System
`* U.S. Patent No. 8,413,206
`Participating in Television Programs
`* U.S. Patent No. 9,319,161
`Participating in Television Programs
`* U.S. Patent No. 9,083,997
`Recording and Publishing Content on Social
`Media Websites
`U.S. Patent No. 674768
`
`
`4.
`
`In addition, the estate has patent applications, yet-to-be-allowed patents, pending
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`patent office actions, other intellectual property including, but not limited to, copyrights, trade-
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`names, trademarks, trade secrets, know-how, inventions, designs, domain names, all claims or
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`causes-of-action related to non-disclosure and confidentiality agreements with any party, any and
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`all other rights YouToo may have to pursue claims related to the Patents and Purchased Assets
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`(as defined below) together with all claims and causes of action related thereto without
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`exception, all legal files of Youtoo related to Patents or Patent litigation including any privilege
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`held by Youtoo, all YTT software, data files, records, reports, equipment, marketing materials,
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`and other records (collectively all of the aforementioned identified as the “Purchased Assets”).
`
`The Purchased Assets are subject to the prior perfected secured claims of secured
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`5.
`creditors:
`
`
`
`
`
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`Covenant Global Alpha Fund, LP, Covenant Private Equity Partners II, Inc. and YouToo Capital
`
`
`
`
`
`
`i.
`ii.
`iii.
`
`
`
`Covenant Global Alpha Fund, LP
`Covenant Private Equity Partners II, Inc.
`YouToo Capital Partners, LP
`
`
`
`
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`Total
`
`
`$3,447,739.73
`$1,149,246.58
`$ 626,909.48
`$5,223,895.79
`
`
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`Page 2 of 16
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`Case: 17-14849 Doc: 41 Filed: 03/13/18 Page: 3 of 16
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`Partners, LP (the “Secured Creditors”) consent to the proposed sale. A summary of the Secured
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`Creditors prior perfected security interest claims is attached hereto and marked Exhibit “1”.
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`5.
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`The Trustee has received an offer from Arundel Ventures, LLC, 3400 Carlisle
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`#550, Dallas, Texas 75204 (“Buyer”) to purchase all of the Purchased Assets subject to the
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`Secured Creditors’ prior perfected security interests plus $200,000.00 to be paid to the
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`Bankruptcy Estate. A copy of the term sheet regarding the proposed sale is attached hereto and
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`marked Exhibit “2”.
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`
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`6.
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`The Trustee believes there are no other parties claiming valid and perfected
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`security interests, liens, claims or encumbrances to the Property other than the Secured Creditors.
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`Trustee believes the Buyer has financial ability to close the sale contemplated herein and is not
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`dependent upon the approval of any third party funding source.
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`
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`7.
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`The exact value of the Purchased Assets is unknown. The validity of certain of
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`the Patents is the subject of a proceeding pending in the United States Patent and Trademark
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`Office before the Patent Trial and Appeal Board: Twitter, Inc., Petitioner vs. YouToo
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`Technologies, LLC, Case IPR2017-00829. Based upon information and belief, the value of the
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`Purchased Assets is less than the prior perfected security interests of the Secured Creditors.
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`Relief Requested
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`8.
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`By this Motion, the Trustee seeks entry of an order (i) authorizing the Trustee to
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`
`
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`sell the Purchased Assets free and clear of liens, claims, interests and encumbrances to the Buyer
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`or its assignee subject to the Secured Creditors’ perfected security interest of $5,223,895.79 plus
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`$200,000.00 to be paid to the Bankruptcy Estate; (ii) a determination that the 10 day stay
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`provided in Bankruptcy Rule 6004(g) does not apply.
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`
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`Page 3 of 16
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`Case: 17-14849 Doc: 41 Filed: 03/13/18 Page: 4 of 16
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`
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`9..
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`In the exercise of his business judgment, the Trustee believes that the proposed
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`sale is in the best interest of creditors of the Debtor’s Estate.
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`Terms of the Proposed Sale
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`
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`10.
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`Trustee requests this Court authorize him to transfer all rights and interests in the
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`Purchased Assets and referenced in the attached exhibits.
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`
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`11.
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`To effectuate the conveyance of the Purchased Assets free and clear as stated
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`above and to facilitate the implementation and effectiveness of the Sale, Trustee requests the
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`Sale Order specifically state that the same shall be effective upon closing to remove any and all
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`of liens, claims and encumbrances from the Purchased Assets other than the Secured Creditors’
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`prior perfected security interests. The Bankruptcy Code specifically authorizes a Trustee to sell
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`assets free and clear of liens, claims and encumbrances pursuant to 11 U.S.C. §363(f).
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`The Trustee’s Sale of the Property to the Buyer Should Be
`Approved Pursuant To Section 363(b)(1) of the Bankruptcy Code
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`Section 363(b)(1) of the Bankruptcy Code provides that “[t]he Trustee, after
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`
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`12.
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`notice and a hearing, may use, sell or lease, other than in the ordinary course of business,
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`property of the estate”. 11 U.S.C. §363(b)(1). Courts have uniformly held that approval of a
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`proposed sale of property pursuant to §363(b) of the Bankruptcy Code is appropriate if a Court
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`finds that the transaction represents a reasonable business judgment on the part of the debtor or
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`Trustee. See Institutional Creditors of Continental Air Lines, Inc. vs. Continental Air Lines, Inc.
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`(In re Continental Air Lines, Inc.), 780 F.2d 1223, 1226 (5th Cir. 1986); In re Lionel Corp., 722
`
`F.2d 1063 (2d Cir. 1983); Stephens Industries, Inc. vs. McClung, 789 F.2d 386, 391 (6th Cir.
`
`1986); In re Inosphere Clubs, Inc., 100 B.R. 670, 675 (Bankr. S.D.N.Y. 1989); In re Phoenix
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`Steel Corp., 82 B.R. 334, 335 (Bankr. D. Del. 1987); In re Delaware & Hudson Ry. Co., 124
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`B.R. 169, 176 (Bankr. D. Del. 1991).
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`Case: 17-14849 Doc: 41 Filed: 03/13/18 Page: 5 of 16
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`
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`11.
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`The Trustee submits that the proposed sale of the Purchased Assets is a
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`reasonable business decision in light of the circumstances and is in the best interest of the estate
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`and its creditors. Further, the Trustee submits that the proposed sale presents the best
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`opportunity to realize the maximum value of the estates’ assets for distribution to unsecured
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`creditors and payment of administrative claims of the estates.
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`The Trustee’s Sale of the Property to the Buyer
`Should be Approved Pursuant to Section 363(f) of the Bankruptcy Code
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`Pursuant to §363(f) of the Bankruptcy Code, a Trustee may sell property under
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`12.
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`
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`§363(b) free and clear of any interest in such property if:
`
`
`
`
`
`
`
`
`
`(a)
`
`(b)
`(c)
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`(d)
`(e)
`
`
`11 U.S.C. §363(f).
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`applicable non-bankruptcy law permits sale of such property free and clear
`of such interest;
`such entity consents;
`such interest is a lien and the price at which such property is to be sold is
`greater than the aggregate value of all liens on such property;
`such interest is in bona fide dispute; or
`such entity could be compelled, in a legal or equitable proceeding, to
`accept a money satisfaction of such interest.
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`
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`13.
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`As mentioned above, the Trustee is not aware of any creditors that assert the
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`Purchased Assets secure repayment of any pre-petition indebtedness other than the Secured
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`Creditors. The Secured Creditors consent to the sale subject to their prior perfected security
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`interests with the sale free and clear of any other liens and interests other than the security
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`interests of the Secured Creditors.
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`The Ten (10) Day Stay Provided in Bankruptcy Rule 6004(g) Should Not Apply
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`14.
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`Trustee, in his business judgment, believes that the sale proposed herein should be
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`consummated immediately upon entry of an Order granting this Motion to Sell. For that reason,
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`the Trustee requests that this Court order that the ten (10) day stay provided in Bankruptcy Rule
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`Page 5 of 16
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`Case: 17-14849 Doc: 41 Filed: 03/13/18 Page: 6 of 16
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`6004(g) shall not apply to the Order granting this Motion to Sell. As a result, the Order granting
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`this Motion should be effective upon entry of the Order and not subject to the ten (10) day stay
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`provided in Rule 6004(g).
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`WHEREFORE, the Trustee respectfully requests entry of an order (i) authorizing the
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`Trustee to sell the Purchased Assets, free and clear of liens, claims, interest and encumbrances to
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`the Buyer, subject to the terms of the Term Sheet; (ii) determine the 10 day stay does not apply
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`and (iii) granting such other and further relief as is just.
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`NOTICE OF OPPORTUNITY FOR HEARING
`
`Your rights may be affected. You should read this document carefully and consult
`your attorney about your rights and the effect of this document. If you do not want the
`Court to grant the motion, or you wish to have your views considered, you must file a written
`response to the motion with the Clerk of the United States Bankruptcy Court for the Western
`District of Oklahoma, 215 Dean A. McGee Avenue, Oklahoma City, OK 73102 no later than 21
`days from the date of filing of the objection. You should also serve a file-stamped copy of the
`response to the undersigned [and others who are required to be served] and file a certificate of
`service with the Court. A hearing on the motion has been set for April 11, 2018, at 9:30 a.m.
`before the Honorable Loyd 2nd Floor Courtroom, 215 Dean A. McGee Avenue, Oklahoma City,
`Oklahoma 73102. If no response is timely filed, the court may grant the motion without
`further notice.
`[Note – this is a flat twenty-one (21) days regardless of the manner of service.]
`
`NOTICE OF HEARING
`(TO BE HELD IF A RESPONSE IS FILED)
`
`Notice is hereby given that if a response to the Motion to Sell is filed, the hearing on
`the matter will be held on April 11, 2018, at 9:30 a.m. in the 2nd floor courtroom of the
`United States Bankruptcy Court for the Western District of Oklahoma, 215 Dean A.
`McGee Avenue, Oklahoma City, OK 73102. If no response is timely filed and the court
`grants the requested relief prior to the above-referenced hearing date, the hearing will be
`stricken from the docket of the Court.
`
`s/Douglas N. Gould
`Douglas N. Gould, OBA #3500
`Douglas N. Gould, P.L.C.
`5500 N Western Ave., Ste. 150
`Oklahoma City, OK 73118
`405.286.3338
`dg@dgouldlaw.net
`Attorney for Trustee
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`Page 6 of 16
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`CERTIFICATE OF SERVICE
`
`
`This is to certify that on March 13, 2018 a true and correct copy of the Motion to Sell was
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`forwarded via U.S. Mail, first class, postage prepaid to the attached mailing matrix and to the
`following:
`
`Arundel Ventures
`3400 Carlisle #550
`Dallas, TX 75204
`
`
`s/Douglas N. Gould
`Douglas N. Gould
`
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`
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`Page 7 of 16
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`Case: 17-14849 Doc: 41 Filed: 03/13/18 Page: 8 of 16
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`YOUTOO CAPITAL PARTNERS, LP'S PERFECTED SECURED INTEREST
`IN THE AMOUNT OF $626,909.48
`
`HEARTLAND LOAN TO YOUTOO TV, LLC*
`
`Documents:
`
`1. 8/22/2012 Heartland Youtoo TV LLC Loan Agreement: Heartland Bank loans $8 million to Youtoo TV,
`LLC ("Y outoo TV"). Debtor and Youtoo Media, LP f/k/a Interactive Television and Gaming LP ("Y
`outoo Media") sign the Agreement as guarantors. Agreement grants Heartland "a security interest in and
`an assignment of all Borrower's and such Guarantor's respective rights to all assets, real and personal,
`choate or inchoate of Borrower and such Guarantor," and specifically includes "certain intellectual
`property of Borrower and Guarantors, and in all of the revenues and proceeds thereof.”
`
`2. 8/22/2012 Heartland Youtoo TV LLC Promissory Note: Debtor and Youtoo Media sign as guarantors.
`States the "Note is secured by Security Agreement and the IP Security Agreement (as defined in the
`Loan Agreement)."
`
`* Youtoo TV, LLC ("Youtoo TV") is a wholly-owned subsidiary of Youtoo Networks, LLC, which also is
`a wholly-owned subsidiary of Youtoo Media, LP.
`
`HEARTLAND ASSIGNMENT OF LOAN TO YOUTOO CAPITAL PARTNERS, LP
`
`Documents:
`
`1. 5/2/2016 Assignment Executed: Executed by Youtoo Capital Partners. Heartland assigns the Youtoo TV
`loan, all Security and IP Security Agreements, financing statements, and a promissory note from Ryland
`Reed to Youtoo Capital Partners, LP in exchange for $6,179,501.57.
`
`2. 5/2/2016 Final HB Executed Assgnt: Same assignment executed by Heartland Bank.
`
`3. DE UCC Statements for Youtoo Tech: UCC financing statements filed in Delaware including statements
`perfecting the Heartland loan security interest and the assignment to Youtoo Capital.
`
`4. UCC Statements from TX Sec. of State: UCC financing statements filed in TX showing the same.
`
`EXHIBIT "1"
`
`1
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`Page 8 of 16
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`Case: 17-14849 Doc: 41 Filed: 03/13/18 Page: 9 of 16
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`YOUTOO CAPITAL PARTNERS, LP'S PERFECTED SECURED INTEREST
`IN THE AMOUNT OF $626,909.48
`
`YOUTOO CAPITAL FORECLOSES ON LOAN FOR PARTIAL SATISFICATION
`
`Documents:
`
`1. Executed foreclosure docs Chri Wyatt 030217: Unpaid balance owed to Youtoo Capital is$6,569,633.96.
`Youtoo Capital forecloses on Youtoo Media's membership interest in Youtoo Technologies in partial
`satisfaction of the debt, for the amount of $6 million. Contains an Acknowledgment ofYoutoo Media
`accepting the terms of the foreclosure and the Assignment Pursuant to Foreclosure. Leaving $569,633.96
`outstanding.
`
`2. Executed foreclosure docs Chris Wyatt 030217 v.2 FINAL: Final version of the Assignment Pursuant to
`Foreclosure granting 100% membership interest in Debtor to Youtoo Capital.
`
`With interest, $626,909.48 remains outstanding.
`
`EXHIBIT "1"
`
`2
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`Page 9 of 16
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`Case: 17-14849 Doc: 41 Filed: 03/13/18 Page: 10 of 16
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`PERFECTED SECURED INTERESTS OF COVENANT GLOBAL ALPHA FUND LP AND
`COVENANT EQUITY PARTNERS II, INC.
`
`Covenant Global Alpha Fund, LP has a perfected secured interest in $3,447,739.73 (which includes
`interest) up to the date of filing.
`
`Covenant Private Equity Partners II, Inc. has a perfected secured interest in $1,149,246.58 (which
`includes interest) up to the date of filing.
`
`Documents:
`1. Youtoo loan docs from 112114 and 050115:
`
`- 11/21/2014 Youtoo Media Promissory Note to Covenant Global Alpha Fund, LP (“Covenant
` Global”) in the amount of $2,250,000.00.
`
`- 11/21/2014 Youtoo Media Promissory Note to Covenant Private Equity Partners II, Inc. (“CPEP
` II”) in the amount of $750,000.
`
`- 5/1/2015 Youtoo Media Promissory Note to Covenant Global in the amount of $375,000.00.
`
`- 5/1/2015 Youtoo Media Promissory Note to CPEP II in the amount of $125,000.00.
`
`- 5/1/2015 Debtor executes Guaranty Agreement to Covenant Global and CPEP II guarantying
` obligations of Youtoo Media on the notes referenced above.
`
`- 5/1/2015 Debtor executes Patent Security Agreement to Covenant Global and CPEP II granting “a
` lien on and security interest interest in all of Grantor’s right, title and interest to all patents and
` applications and related rights as described on Exhibit B.”
`
`The last pages of this document contain the UCC financing statements.
`
`2. DE UCC Statements for Youtoo Tech: UCC financing statements filed in Delaware including perfection
`of the security interests of Covenant Global and CPEP II.
`
`EXHIBIT 1"
`1
`
`Page 10 of 16
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`EXHIBIT "2"
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`Page 11 of 16
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`EXHIBIT "2"
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`Page 12 of 16
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`EXHIBIT "2"
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`Page 13 of 16
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`Case: 17-14849 Doc: 41 Filed: 03/13/18 Page: 14 of 16
` Label Matrix for local noticing Dallas County Twitter, Inc.
` 1087-5 Linebarger Goggan Blair & Sampson, LLP c/o Steven W. Soule
` Case 17-14849 c.o Elizabeth Weller 320 South Boston Avenue
` Western District of Oklahoma 2777 N Stemmons Frwy Ste 1000 Tulsa, OK 74103-3706
` Oklahoma City Dallas, TX 75207-2328
` Tue Mar 13 14:28:25 CDT 2018
` Youtoo Technologies, LLC USBC Western District of Oklahoma AQUA Leasing LLC
` 210 Park Avenue, Suite 700 215 Dean A. McGee 510 Railway Avenue #336
` Oklahoma City, OK 73102-5600 Oklahoma City, OK 73102-3426 Campbell, CA 95008-3032
`
`
`
` Barnett & Garcia, PLLC Booya! Media Social Network Carrington, Coleman, Sloman & Blumenthal
` 3821 Juniper Trace, Suite 108 c/o Jason Martell 901 Main Street, Suite 5500
` Austin, TX 78738-5514 25 Morning Breeze Dallas, TX 75202-3767
` Irvine, CA 92603-3792
`
`
` Christopher Wyatt Clearview International LLC Comforce
` 18647 Gibbon Drive c/o Blenden Roth Law Firm 3492 Momentum Place
` Dallas, TX 75287-4043 2217 Harwood Road Chicago, IL 60689-0001
` Bedford, TX 76021-3607
`
`
` Covenant Global Alpha Fund, LP Covenant Private Equity Partners II, Inc Covenant Private Equity Partners III, LP
` c/o GP/Manager MCFGA, LLC c/o GP/Manager MCFGA, LLC 210 Park Avenue, Suite 3000
` 200 Park Avenue, Suite 700 200 Park Avenue, Suite 700 Oklahoma City, OK 73102-5621
` Oklahoma City, OK 73102 Oklahoma City, OK 73102
`
`
` Covenant Private Equity Partners III, LP Dallas County Danny Ohman
` c/o GP/Manager MCFGA, LLC Linebarger Goggan Blair & Sampson, LLP 2717 Cypress Court
` 200 Park Avenue, Suite 700 c/o Elizabeth Weller Flower Mound, TX 75028
` Oklahoma City, OK 73102 2777 N Stemmons Frwy Ste 1000
` Dallas, Texas 75207-2328
`
` Darren Feher David Armour Delaware Secretary of State
` 220 Ingleside Road 3764 Camino Codomix State of Delaware-Division Corporation
` Fairfield, CT 06824-1908 Calabasas, CA 91302-3043 PO Box 5509
` Binghamton, NY 13902-5509
`
`
` Digital Miracles, LLC Dykema Gossett PLLC First Insurance Funding Corp
` 1805 Cranbrook Drive South Dept CH 16382 PO Box 66468
` Colleyville, TX 76034-4356 Palatine, IL 60055-6382 Chicago, IL 60666-0468
`
`
`
` Fish & Richardson P.C. Fleetstaff, Inc. Wells Fargo Business Cr Global Outlook, Inc
` PO Box 3295 PO Box 823424 222 W. Las Colinas Blvd Suite No. 1410N
` Boston, MA 02241-3295 Philadelphia, PA 19182-3424 Irving, TX 75039-5421
`
`
`
` Grapevine Station LLC Hall & Ludlam Haynes Boone LLP
` 1000 Texan Trail, Suite 200 Attorneys at Law 2323 Victory Avenue, Suite 700
` Grapevine, TX 76051-3777 210 Park Avenue, Suite 3001 Dallas, TX 75219-7673
` Oklahoma City, OK 73102-5649
`
`
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`Page 14 of 16
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`Case: 17-14849 Doc: 41 Filed: 03/13/18 Page: 15 of 16
` IRS Jayson Cody John R. Ames, CTA
` PO Box 7346 914 Waterview Circle PO Box 139066
` Philadelphia, PA 19101-7346 Texas Richardson, TX 75080-3016 Dallas, TX 75313-9066
`
`
`
` Kai Buehler Liberty Mutual Insurance Marc Mulgrum
` 3625 Berryman Avenue PO Box 85834 3 Fairview Drive
` Los Angeles, CA 90066-3305 San Diego, CA 92186-5834 Yorktown Heights, NY 10598-6633
`
`
`
` Mark Harwell Motivity Labs, Inc Neal & McDevitt
` 6401 Fox Chase 222 W. Las Colinas Blvd Suite 1410 1776 Ash Street
` Plano, TX 75024-6048 North Tower Irving, TX 75039-5439 Northfield, IL 60093-3001
`
`
`
` New York Athletic Club Niro Law and Friedman Suder & Cooke Oklahoma Tax Commission
` 180 Central Park South 181 West Madison Street, Suite 4600 Legal Division
` New York, NY 10019-1562 Chicago, IL 60602-4635 100 N Broadway Avenue Suite 1500
` Oklahoma City, OK 73102-8601
`
`
` Piedmont Polsinelli Quill Corporation
` c/o Piedmont Operating Partnership 900 W. 48th Plance PO Box 37600
` PO Box 843759 Suite 900 Philadelphia, PA 19101-0600
` Dallas, TX 75284-3759 Kansas City, MO 64112-1899
`
`
` Red River Systems Remotely Creative Robins, Kaplan, Miller & Ciresi LLP
` 16415 Addison Road, Suite 725 3764 Camino Codorniz 2800 LaSalle Plaza 800 LaSalle Avenue
` Addison, TX 75001-5312 Calabasas, CA 91302-3043 Minneapolis, MN 55402-2015
`
`
`
` Roger Rohatgi Ryland Reed Shikha Malhotra
` 4216 Tiffany Drive 501 Silverado Trail 6213 Love Drive Apt 2618
` Flower Mound, TX 75022-0950 Keller, TX 76248-1641 Irving, TX 75039-4020
`