777 Partners LLC

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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF FLORIDA
MIAMI DIVISION
In re:
Case No. 26-19312-PDR
777 Partners LLC,
Chapter 7 (Involuntary)
Debtor.
/
ORDER GRANTING MOTION TO TRANSFER VENUE AND
DENYING MOTION TO STAY
LATER-FILED RELATED BANKRUPTCY CASES
Congress has supplied several criteria for venue in which a debtor may file,
and sophisticated parties routinely choose among them. That choice is not inherently
suspect merely because there may be some strategy involved. But the line between
permissible planning and improper manipulation remains contested because the
statute tolerates choice while the interest of justice demands substance.
Peter D. Russin, Judge
United States Bankruptcy Court
_____________________________________________________________________________
ORDERED in the Southern District of Florida on August 24, 2026.
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The Court's task is not to decide whether forum shopping exists. It plainly does.
Nor is the task to punish a party for engaging in lawful bankruptcy planning. The
task is more practical and more difficult.
Here, an involuntary bankruptcy has been filed against 777 Partners LLC
(“777,” or the “Debtor”) in this Court. However, 777 and twenty-two affiliates later
filed voluntary chapter 11 petitions in the Northern District of Texas. A motion for
joint administration is pending in In re Signal National LLC, Case No. 26-90190-
ELM (the “Texas Case”), seeking to jointly administer all twenty-three.1 The Debtor
has filed in this Court an Emergency Motion to Transfer Venue to the Northern District
of Texas,2 seeking to transfer this case to that district. Both Florida and Texas are
technically proper venues under the statute. So, the question this Court must answer
is which is just or most convenient.3
777 spent almost its entire corporate existence in Miami. Its historical
operations, 	many 	former employees 	and executives, 	substantial litigation, and
several judgment creditors remain connected to South Florida. Even within the
statutory venue period, the company represented to the State of Florida that Miami
remained its principal office. The Texas venue anchor, by contrast, is a Texas
company deliberately created during the restructuring in order to create venue in
Texas. Those facts give Florida a genuine and substantial claim to these cases.
1 In re Signal National LLC, Case No. 26-90190-ELM (Bankr. N.D. Tex.), Dkt. No. 2.
2 Dkt. No. 15.
3 The Petitioning Creditors filed an Emergency Motion to Stay the Later-Filed Cases Pending
Determination of Debtor’s Transfer Motion (the “Motion to Stay”). Dkt. No. 17. The Court denied that
motion orally at the hearing on August 11, 2026, and does so in writing here.
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But 777 no longer conducts the investment business it once operated from
Miami. GlassRatner now manages 777 and its affiliates, principally from Texas, and
has done so for many months. The remaining work is financial: preserve and service
receivables, liquidate assets over time, investigate claims, reconcile intercompany
obligations, and formulate a liquidating chapter 11 plan. The people charged with
that work are centered in Texas. Twenty-three affiliated estates must proceed before
one court, and no party seriously contends otherwise.
A debtor-in-possession financing question initially threatened to obscure the
analysis. The facility contains a Texas venue milestone, and the Debtor initially
warned that if this case was not timely transferred to Texas, the DIP Loan would be
in default. For purposes of this ruling, the Court assumes that whatever financing
the Texas court approves will remain available if the cases are transferred to Florida
and that the Texas court's financing rulings can be continued or adopted without
repeating the hearing. Financing is addressed, and set aside, below.
After considering the record, the testimony, and the parties' arguments at the
hearing on August 11, 2026, the convenience of all constituencies, and the interest of
justice, the Court concludes that the cases should proceed in the Northern District of
Texas. Florida is the stronger historical forum; Texas is the stronger administrative
forum. Controlling precedent makes the latter consideration most important. The
Court therefore grants the motion to transfer and denies the Motion to Stay.
I. 	Background
777 Partners was founded in Miami by Joshua Wander and Steven Pasko. At
its height, the enterprise allegedly included more than 500 entities and had invested
more than $10 billion across structured settlements, specialty receivables, insurance
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and reinsurance, consumer and commercial finance, litigation funding, aviation,
professional 	sports, 	media 	and 	entertainment, 	and 	sustainability 	investments.
Miami was its longstanding center.
The enterprise eventually encountered severe financial and legal distress. Its
papers attribute the decline to rising interest rates, post-pandemic problems in
aviation 	and 	professional 	sports, 	regulatory 	difficulties 	affecting 	reinsurance
investments, tightening liquidity, extensive litigation, and alleged misconduct by
former management. Civil actions and governmental investigations have included
allegations 	of 	double-pledged 	collateral, 	diversion 	of 	proceeds, 	false 	financial
reporting, and fraud. The Court recounts those allegations only as background.
Wander and Pasko resigned from management, over two years ago, in May
2024. Mark Shapiro, a senior managing director of GlassRatner Advisory & Capital
Group LLC, thereafter assumed operational responsibility for 777 Partners and its
affiliates. Shapiro serves as interim chief operating officer and is the person most
knowledgeable about the present winddown. He testified under oath at the venue
hearing and adopted the statements he previously made in a declaration of record in
support of the transfer motion.4
GlassRatner did not attempt to revive the enterprise's historical investment
business. It began an extended winddown instead. The record describes more than
thirty 	asset 	sales, 	foreclosures, 	consensual 	surrenders, 	and 	foreign 	insolvency
proceedings. Some entities are in immediate liquidation. Others hold receivables or
servicing portfolios that may take years to run off in an orderly manner. The
4 Dkt. No. 15, Ex. B.
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contemplated 	chapter 	11 	endgame 	is 	a 	liquidating 	plan, 	potentially 	involving
additional sales and a liquidating trust, rather than a conventional operational
reorganization.
The remaining assets are principally financial and intangible. They include
self-liquidating 	structured 	receivables 	portfolios, 	servicing 	operations, 	residual
equity and contract rights, litigation claims, avoidance actions, and other causes of
action. They are not concentrated in either Florida or Texas.
The Debtor’s funded debt is largely attributable to two lender groups. ACAP,
an insurance and financial services group, financed 777 and affiliated 600 Partners
and their portfolio investments through a secured facility with approximately $1.259
billion outstanding. National Founders LP, a Credigy/National Bank of Canada
affiliate, 	provided 	another 	approximately 	$1.187 	billion 	of 	receivables-backed
financing 	to 	affiliated 	special 	purpose 	vehicles, 	with 	777 	and 	600 	Partners
guaranteeing those obligations. The Debtor separately estimates approximately $142
million of unsecured liabilities.
The evidence also shows a business with little remaining liquidity. At the
venue hearing, Shapiro identified approximately $74,000 in projected cash against
approximately $118,000 in payroll and benefits due during the following two weeks.
The enterprise had no material operating revenue that he could identify. It had been
sustained through lender advances and asset-sale proceeds. Without postpetition
financing, Shapiro believed that the proposed chapter 11 liquidation could not
continue and that chapter 7 would likely follow.
Florida nevertheless remained important during the winddown. In October
2025, 777 reinstated its Florida registration and identified Miami as its principal
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office. On April 16, 2026, within the 180-day venue period, it filed an annual report
again identifying a Miami principal office and mailing address. Shapiro signed that
report as manager and did not dispute its authenticity at the hearing. The Miami
lease had not yet been rejected, and personal property remained there, although
rejection and abandonment were contemplated.
The personnel evidence was mixed. All fifteen remaining employees worked
remotely. Three members of the relevant working group were in Florida and two were
in Texas, and that arrangement had not materially changed by April 2026. Some
GlassRatner personnel traveled to or worked from Miami after their appointment.
Former 	executives, 	employees, 	in-house 	lawyers, 	and 	witnesses 	connected 	to
historical conduct and pending litigation remain in Florida.
Texas, however, has become the center of present management. Shapiro
testified that he had lived and worked in Texas throughout his approximately two-
year tenure. GlassRatner's relevant office and core restructuring personnel are there.
Although not every professional is physically present in Texas every day, the people
directing the enterprise's financial winddown have operated principally from Texas
for months.
The Debtors also constructed a more formal Texas bankruptcy connection.
Approximately six months before the petitions, they formed Signal National LLC as
a Texas entity and established Texas operating and payment accounts. Shapiro
testified candidly that the entity was created to provide the ability to file bankruptcy
in Texas and to make the proceeding convenient for the professionals.
The immediate controversy began with a judgment. On July 13, 2026, a New
York state court entered an amended consent judgment totaling $26 million against
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777, SuttonPark Capital, Signal Financial Holdings, and Brickell PC Insurance
Holdings. 5 The 	judgment 	allocated 	$11,813,932 	to 	Vida 	Longevity 	Fund, 	LP;
$7,088,354 to Vida Insurance Credit Opportunity Fund II, LP; and $7,097,714 to Vida
Insurance Credit Opportunity Fund III, LP.
Three days later, those funds (the “Petitioning Creditors”) filed an involuntary
chapter 7 petition against 777 in this Court. They relied on their judgment claims,
alleged that 777 generally was not paying its debts as they became due, and alleged
that venue was proper because 777 maintained its principal place of business in this
District for the relevant portion of the preceding 180 days.
On August 7, JPC Phase 2, LLC joined the involuntary petition.6 JPC asserts
an assigned, unsecured Florida judgment claim of $36,071.25. It represents that the
judgment is unpaid, unstayed, and unappealed. Its joinder supplies another Florida
judgment creditor.
Other Florida creditors soon appeared. Scott Sidell holds an April 9, 2026
Miami-Dade judgment against 777 for $2,697,909.97, with the state court retaining
jurisdiction over postjudgment proceedings.7 Peter Meyers has a pending Miami-
Dade employment action seeking unpaid compensation, including a deferred-cash
award.8 His employment agreement selected Florida law and Dade County as the
exclusive forum for disputes.
5 Notice of Filing Amended Judgment, Dkt. No. 6.
6 Dkt. No. 12.
7 Dkt. No. 29, Ex. A.
8 Dkt. No. 29, Ex. B.
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777 does not contest that an order for relief should be entered and has filed a
motion to convert this case to chapter 11.9 Its dispute concerns the forum in which
the estates will be liquidated. On August 9, approximately three weeks after the
Florida petition and two days before 777's response deadline, 777 and twenty-two
affiliates filed twenty-three voluntary chapter 11 cases in the Northern District of
Texas.10 They requested joint administration under Signal National's case.11
On August 10, 777 filed its emergency motion asking this Court to transfer the
involuntary case to Texas.12 The Petitioning Creditors filed their own emergency
motion, asking the Court to direct the parties not to proceed in the later-filed Texas
cases until venue was decided.13 JPC joined the stay request and opposed transfer.14
Sidell and Meyers did the same.15
The 	proposed 	debtor-in-possession 	facility 	sharpened 	the 	dispute. 	It
contemplated 	a 	loan 	from 	ACAP-related 	entities 	of 	up 	to 	$24.952 	million 	in
postpetition financing, consisting of up to $6.238 million of new-money loans and up
to $18.714 million of roll-up loans.16 Among other milestones, the documents required
9 Dkt. No. 34.
10 777 in particular filed In re 777 Partners LLC, Case No. 26. 90193-ELM (Bankr. N.D. Tex.).
In the case of an affiliate, In re Signal National LLC, Case No. 26-90190-ELM (Bankr. N.D. Tex.),
Signal National LLC filed a motion for joint administration, seeking to jointly administer that case
with the cases of the other twenty-two affiliated entities.
11 Texas Case, Dkt. No. 2.
12 Dkt. No. 15.
13 Dkt. No. 17.
14 Dkt. No. 24.
15 Dkt. No. 31.
16 Texas Case, Dkt. No. 11.
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the Debtors to file a transfer motion within two days, obtain an interim financing
order 	within 	five 	days, 	and 	to 	obtain 	transfer 	or 	another 	lender-satisfactory
resolution of the Florida case within thirty days.17 Failure to do so constituted a
default.
However, when asked at the venue hearing whether the required lenders had
made a final and irrevocable decision to terminate financing if the cases proceeded in
Florida, lender counsel indicated that the issue required consultation. The Court
therefore took venue under advisement and declined to prevent the Texas court from
considering necessary financing relief.
While venue remained under advisement, the Texas court held multiple
hearings on financing, including a competing proposal. For purposes of this decision,
the Court assumes without deciding that any financing approved in Texas will
remain available if the estates are transferred to Florida and that any financing
rulings and record can travel with the cases without a new evidentiary presentation.
This Order accordingly does not treat the availability of financing as a meaningful
factor in its determination of venue.
One matter has become clear, however. No party has offered a workable
proposal under which 777 would be administered separately from its affiliates.
GlassRatner manages the enterprise as a whole. The cases share management,
financing, 	collateral, 	records, 	and 	substantial 	intercompany 	issues. 	The 	Court
therefore accepts that the twenty-three cases must proceed before one court.
17 Id.
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II. 	Jurisdiction
The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and
1334. This is a core proceeding under 28 U.S.C. § 157(b)(2)(A). Venue is permitted in
this district pursuant to 28 U.S.C. § 1408.
The Petitioning Creditors filed the first petition involving 777. This Court
therefore is the court designated by Federal Rule of Bankruptcy Procedure 1014(b)(2)
to determine the district or districts in which the related cases should proceed.
III. 	Legal Standard
The bankruptcy venue statute permits a case to be commenced where the
debtor's domicile, residence, principal place of business, or principal assets were
located for the greater part of the 180 days preceding the petition.18 It also permits
venue where a case concerning an affiliate is pending.19 More than one district may
therefore satisfy the statute, and technical eligibility does not end the venue inquiry.
Federal law separately permits transfer of a bankruptcy case to another
district in the interest of justice or for the convenience of the parties.20 The statute is
disjunctive. 	Either 	ground 	may 	support 	transfer. 	Because 	the 	grounds 	are
independent, the Court considers each in turn: whether convenience alone supports
transfer, and separately, whether the interest of justice affirmatively requires or
forecloses that result. Rule 1014 uses the same standards and specifically addresses
petitions filed in different districts by or against the same debtor or related debtors.21
18 28 U.S.C. § 1408(1).
19 28 U.S.C. § 1408(2).
20 28 U.S.C. § 1412.
21 Fed. R. Bankr. P. 1014(a)–(b).
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In an ordinary transfer motion, the movant generally bears the burden of
establishing that transfer is warranted by a preponderance of the evidence. 22
However, competing voluntary and involuntary petitions present a less conventional
problem. Courts have explained that Rule 1014(b) calls on the first-filed court to
determine venue and does not clearly assign the burden to either side.23 The better
question is how much deference either forum choice deserves. Neither the creditors'
first filing nor the debtor's later filing controls mechanically. The Court need not
resolve that allocation question here: applying either a preponderance standard to
the Debtor as movant, or the deference ordinarily due a debtor's first-filed forum, the
record supports the same outcome for the reasons that follow.
In assessing convenience for the parties, the Court begins with Commonwealth
Oil Refining Company, commonly called CORCO.24 Because the former Fifth Circuit
decided CORCO before October 1, 1981, it is binding precedent in this Circuit.25
CORCO identifies six familiar considerations bearing on convenience: the proximity
of creditors of every kind; the proximity of the debtor; the proximity of witnesses
necessary to administration; the location of assets; the economic administration of
the estate; and the need for ancillary administration if liquidation results.26
22 Commonwealth of P.R. v. Commonwealth Oil Refining Co. (In re Commonwealth Oil
Refining Co.), 596 F.2d 1239, 1241 (5th Cir. 1979).
23 In re Caesars Entm't Operating Co., No. 15-10047 (KG), 2015 WL 495259, at *5 (Bankr. D.
Del. Feb. 2, 2015); In re Cox Operating, L.L.C., 652 B.R. 49, 56 (Bankr. E.D. La. 2023).
24 In re Commonwealth Oil Refining Co. (“CORCO”), 596 F.2d at 1241.
25 Bonner v. City of Prichard, 661 F.2d 1206, 1209 (11th Cir. 1981) (en banc).
26 CORCO, 596 F.2d at 1247.
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CORCO holds that the most important consideration is whether transfer will
promote economic and efficient administration.27 In a financial rehabilitation, the
court 	focuses 	on 	the 	people 	charged 	with 	formulating 	and 	implementing 	the
solution. 28 CORCO retained venue in Texas even though the debtor's physical
operations, assets, many employees, records, litigation, and most creditors were in
Puerto Rico. The debtor's problems were financial, and the people capable of
addressing them were in Texas.29
Modern practice reduces the importance of geography that once dominated
venue 	disputes. 	Electronic 	records, 	remote 	hearings, 	national 	law 	firms, 	and
accessible transportation make many locations workable. That does not make place
irrelevant. It reduces the importance of where documents happen to sit and increases
the importance of where the people responsible for administering the estate actually
perform their work.
The interest of justice, the other consideration in the change of venue statute,30
is broader and more flexible. While courts often consider factors that overlap with
convenience, at its core the interest of justice inquiry requires a particularized, case-
by-case analysis of fairness.31
27 Id.
28 Id.
29 Id.
30 28 U.S.C. § 1412.
31 Gulf States Exploration Co. v. Manville Forest Products Corp. (In re Manville Forest Products
Corp.), 896 F.2d 1384, 1391 (2d Cir. 1990).
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IV. 	Analysis
The Court turns first to the cases' unity and then to venue.
A. The Cases Must Proceed Together
The parties' disagreement is substantial, but it begins with an important point
of 	consensus. 	These 	cases 	cannot 	sensibly 	be 	administered 	in 	two 	districts.
GlassRatner manages 777 and its affiliates together. The remaining portfolios,
financing, 	collateral, 	records, 	professional 	engagements, 	and 	intercompany
relationships cross entity lines. Separate courts could impose duplicative costs and
enter inconsistent orders affecting a common liquidation.
That conclusion does not decide the geographic question. Joint administration
is available in either district, and the fact that twenty-three later-filed cases
presently sit in Texas cannot itself defeat the first filed proceeding. Otherwise, a
debtor could decide venue by filing enough affiliated cases after an involuntary
petition. Rule 1014(b) exists to prevent numerical momentum from replacing judicial
judgment.
The relevant comparison is therefore between administering all twenty-three
cases in Florida and administering all twenty-three in Texas. The Court turns first
to convenience as evaluated by the CORCO factors, then to the interest of justice.
B. Convenience of the Parties
Here most conventional geographic factors are neutral or divided. 777 is no
longer an operating company; it is a dispersed financial enterprise in liquidation. As
explained 	below, 	the 	convenience 	analysis 	nevertheless 	reveals 	an 	important
distinction between witnesses connected to the former business and the people
responsible for administering the present estates.
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1. Proximity of Creditors
Creditor 	geography 	does 	not 	clearly 	support 	either 	forum. 	The 	original
Petitioning Creditors are in New York, not Florida. JPC, Sidell, Meyers, and other
appearing creditors have meaningful Florida claims and favor this Court. Their
judgments, employment agreements, arbitrations, and pending litigation make
Florida more than a courthouse selected by strangers to the Debtor.
The Debtors presented a broader numerical picture. They represented that
only five of the combined thirty largest creditors are in Florida and that those
creditors hold approximately $10 million of roughly $2.6 billion in asserted debt. The
prepetition and proposed postpetition lenders assert claims exceeding $2 billion and
support Texas. But that support is not a disinterested measure of convenience: the
DIP facility those lenders negotiated contains the very milestone requiring transfer
to Texas, so their preference reflects contract terms of their own choosing as much as
forum efficiency.
CORCO cautions against considering only the desires of the creditors holding
the largest claims.32 It holds that number and amount are of equal significance in
that analysis.33 The Florida creditors who appeared may hold a small percentage of
total debt, but their ties are more than financial: Sidell holds a Miami-Dade judgment
with the state court retaining postjudgment jurisdiction, and Meyers' employment
agreement selects Florida law and an exclusive Dade County forum. Those are
jurisdictional commitments, not just claims of convenience.
32 CORCO, 596 F.2d at 1248.
33 Id.
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On the available record, creditor proximity weighs modestly toward Texas by
dollar amount, tempered by the self-interested structure of that preference and by
the more concrete, jurisdictional character of the Florida creditors' ties. The Court
gives this factor slight weight in favor of Texas, insufficient standing alone to affect
the outcome.
2. Proximity of the Debtor
777 has two relevant locations because it has two relevant lives. The first is
the investment enterprise built and operated in Miami. The second is the financial
winddown managed by GlassRatner. Both lives must be considered in the analysis.
Florida has the stronger historical proximity to the Debtor. 777 was founded
in Miami, operated there for years, employed people there, entered Florida-centered
agreements, litigated there, and continued reporting a Miami principal office into
April 2026.
Texas, however, has the more proximate connection to the Debtor as it exists
today. Shapiro has lived and worked in Texas throughout his tenure. GlassRatner
replaced former management, directed the winddown, executed asset dispositions,
maintained the remaining portfolios, and developed the contemplated chapter 11
liquidation 	from 	Texas. 	Although 	some 	personnel 	work 	remotely 	and 	several
members of the working group are located in Florida, the record establishes that the
Debtor’s current affairs are closer to Texas. This factor thus favors Texas venue.
3. Proximity of Witnesses Necessary for Administration
The witness analysis is similarly divided between 777’s historical affairs and
the administration that lies ahead. Florida is home to witnesses concerning former
management, 	historical 	transactions, 	lender 	control, 	employment 	claims, 	and
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potential 	estate 	causes 	of 	action. 	Those 	witnesses 	may 	become 	important 	in
particular contested matters or litigation.
But witnesses are also necessarily present in Texas. This includes Shapiro and
the GlassRatner personnel who have directed the winddown, managed the remaining
portfolios, and developed the contemplated chapter 11 liquidation from Texas. The
personnel are not exclusively Texan. Some work remotely, and several members of
the working group are in Florida.
Given this division in location of potential witnesses, the factor of witness
proximity is neutral.
4. Location of the Debtor’s Assets
The location of assets sometimes deserves special weight in liquidation. That
concern is most powerful when a court must supervise local real property, a plant,
inventory, or other tangible assets.34
The assets here, however, do not support either forum. They are primarily
receivables, servicing rights, equity interests, contractual rights, litigation claims,
and avoidance actions. Their value is dispersed and intangible. The Miami lease and
personal property are immaterial compared with the financial portfolios and claims
that remain.
The records are similarly neutral. Most are electronic and accessible in either
district. While some physical documents exist in Miami, physical documents being
moved from Miami do not make Texas their natural situs, and their incomplete
34 Id. at 1248 n.19.
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transfer does not make Florida necessary. Modern digital access makes the records
usable wherever the cases proceed.
5. Economic and Efficient Estate Administration
As 	held 	in 	CORCO, 	economic 	and 	efficient 	administration 	is 	the 	most
important factor.35 Here, it favors Texas. The reason is not that the Debtors filed
twenty-three cases there. It is not that their lawyers prefer that court. It is not that
the financing documents contain a Texas milestone. It is that GlassRatner, the
enterprise's 	actual 	management, 	has 	been 	conducting 	the 	financial 	winddown
principally from Texas for many months.
CORCO supplies the closest binding analogy. The debtor there had extensive
physical operations, employees, assets, records, litigation, and creditors in Puerto
Rico. Yet its financial management was in San Antonio. The court reasoned that the
debtor's problems were financial and that the people charged with solving them were
in 	Texas. 36 Those 	realities 	outweighed 	the 	more 	visible 	physical 	connections
elsewhere.
The same distinction applies here. Miami is where 777 built and conducted the
business that failed, but Texas is where GlassRatner is administering what remains.
The work ahead includes protecting and servicing receivables, completing asset
dispositions, evaluating litigation, resolving intercompany accounts, investigating
claims, negotiating with constituencies, and implementing a liquidating plan or trust.
The people directing that work are centered in Texas.
35 Id. at 1247.
36 Id.
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This is not a case in which management moved to Texas on the eve of
bankruptcy 	to 	create 	venue. 	Shapiro 	worked 	from 	Texas 	throughout 	his
approximately 	two-year 	tenure. 	GlassRatner's 	operational 	role 	preceded 	the
formation of Signal National and the Texas filing by a meaningful period. The formal
venue mechanism was constructed, but the management connection is a long-
standing and present reality.
The Texas court has also acquired familiarity with the Debtors' liquidity,
collateral, financing alternatives, and immediate operating needs through a multi-
day contested hearing. Because any resulting ruling and record can travel, that
learning curve receives only modest weight. Still, judicial familiarity with the
enterprise is not erased merely because an order remains effective after transfer.37
The Court therefore concludes that economic and efficient administration
materially favors Texas. 	CORCO instructs that this factor receives the greatest
weight, and the record establishes a current administrative center in Texas that
Florida does not presently duplicate.
6. Necessity for Ancillary Administration if Liquidation Results
The final CORCO factor does not affect the outcome. The contemplated chapter
11 is already a liquidation. Some portfolios may run off for years; others may be sold.
Because the assets are dispersed and principally intangible, neither Florida nor
Texas appears to require material ancillary proceedings that the other would avoid.
37 In re Enron Corp., 274 B.R. 327, 349 (Bankr. S.D.N.Y. 2002); Gulf States Exploration Co. v.
Manville Forest Products Corp. (In re Manville Forest Products Corp.), 896 F.2d 1384, 1391 (2d Cir.
1990).
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C. The Interest of Justice
Convenience does not exhaust the inquiry. Section 1412 likewise permits
transfer of a bankruptcy case “in the interest of justice.”38 The interest of justice
inquiry 	is 	broad 	and 	requires 	an 	individualized, 	case-by-case 	consideration 	of
fairness.39 In this case, the principal considerations are the weight the Court should
give Texas contacts deliberately created to facilitate bankruptcy venue, and whether
the timing and structure of the Texas filings reflect bad faith.
1. 	The Manufactured Venue Discount
Patriot Coal, a bankruptcy case from the Southern District of New York,
illustrates a useful distinction between technically proper venue and the weight that
a deliberately created venue connection should receive. The debtors in that case
formed two New York entities shortly before bankruptcy and used those entities as
the statutory predicates for filing approximately one hundred affiliated chapter 11
cases in New York.40 The court accepted that venue was technically proper and did
not find that the debtors acted in bad faith.41 It nevertheless concluded that the
purposeful creation of the New York affiliates was relevant to the interest of justice
inquiry and that permitting those newly created contacts to control venue would
38 28 U.S.C. § 1412.
39 Gulf States Exploration Co. v. Manville Forest Products Corp. (In re Manville Forest Products
Corp.), 896 F.2d 1384, 1391 (2d Cir. 1990).
40 In re Patriot Coal Corp., 482 B.R. 718, 726–28 (Bankr. S.D.N.Y. 2012).
41 Id. at 742.
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elevate form over substance. 42 The court ultimately transferred the cases to the
district associated with the debtors’ actual headquarters and operations.43
That principle applies here. Signal National and the Texas accounts were
created during the restructuring in part to facilitate a Texas bankruptcy filing. The
Court therefore gives those deliberately created contacts little independent weight.
Florida, by contrast, is not a manufactured forum. 777 was founded and operated in
Miami for years, maintained significant legal and employment relationships here,
and continued identifying Miami as its principal office during the relevant venue
period. Those connections give Florida a genuine and substantial interest that cannot
be displaced merely because the Debtors created a technical predicate for Texas
venue.
2. 	Good Faith and the Timing of the Texas Filings
The timing and structure of the Texas filings are troubling on their face. The
Debtors filed twenty-three Texas cases three weeks after the involuntary petition and
two days before their response deadline and negotiated a DIP facility whose default
provisions required a Florida transfer within thirty days. Viewed in isolation, that
sequence looks like precisely the pattern that concerned the Patriot Coal court: a
bankruptcy structured to force a particular venue outcome regardless of the merits.
The distinction is what the sequence was used to achieve. In Patriot Coal, the
newly formed New York entities were the debtors' only connection to New York —
before their creation, the debtors had no presence there at all. The timing and
42 Id. at 742-43.
43 Id. at 754.
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financing terms did not accelerate access to something real; they manufactured the
jurisdictional predicate itself. Here, by contrast, GlassRatner's Texas presence long
predates Signal National's formation and the DIP negotiations, for the reasons
detailed below. The compressed timeline and the default trigger did not create that
connection — they were leverage aimed at securing a fast transfer to a forum with
which the Debtors already had a genuine administrative relationship.
That distinction is what separates aggressive positioning from bad faith. The
Court does not find that the Debtors acted deceptively or in violation of any duty.
Using financing terms and litigation timing to press for a preferred outcome is not,
without more, misconduct. It is meaningfully different from, and less troubling than,
inventing the underlying connection to the forum. The Court has already discounted
Signal National's formal contribution to venue on that basis; the timing and DIP
structure do not independently call for a different result, because unlike Patriot Coal,
they sought to hasten a genuine connection rather than fabricate one.
3. 	Distinguishing Patriot Coal on the Merits
This case differs from Patriot Coal in two critical respects. First, Texas venue
does not depend on Signal National alone. Shapiro and GlassRatner had been
directing 777's financial winddown from Texas since Shapiro assumed operational
responsibility in May 2024, roughly eighteen months before Signal National was
formed approximately six months before the petitions and these bankruptcy cases
were filed. GlassRatner displaced former management, oversaw numerous asset
dispositions, administered the remaining portfolios, and developed the contemplated
liquidation.
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Second, the forum to which the cases were transferred in Patriot Coal,
Missouri, was the debtors’ existing corporate and management center. The debtors
remained an operating business, and corporate headquarters and executive offices,
key corporate functions, and substantial executive management were centered in St.
Louis, Missouri.44
Here, 	by 	contrast, 	777’s 	historical 	business 	center 	and 	its 	present
administrative center no longer coincide. Miami was the center of the investment
enterprise that formerly operated, but that business is now in winddown. The
remaining 	enterprise 	is 	being 	administered 	and 	liquidated 	principally 	by
GlassRatner from Texas. Thus, unlike Patriot Coal, looking past the manufactured
venue anchor does not point back to the Debtors’ historical headquarters; it reveals a
substantive administrative center in Texas.
The Court therefore distinguishes between the formal mechanism that made
Texas venue available and the substantive activity that makes Texas an appropriate
place to administer the estates. The former receives little weight, but the latter
remains entitled to substantial weight because it reflects the enterprise’s actual,
prepetition center of financial administration. Accordingly, although the interest of
justice requires the Court to discount the deliberately created Texas venue contacts,
that consideration does not require retention of the cases here.
D. The Balance Favors Texas
This is a close case because many of the factors are divided. Creditor proximity
tilts 	slightly 	toward 	Texas 	by 	dollar 	amount, 	tempered 	by 	the 	self-interested
44 Id.
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structure of that preference and by Florida creditors' direct jurisdictional ties.
Witness proximity is genuinely split. Assets and records do not favor either forum
given their intangible, electronically accessible nature. Texas has the stronger
current proximity to the Debtor, but Florida has the stronger historical connection,
coupled with a fair argument concerning deliberately created venue contacts in
Texas.
Texas nevertheless has the answer to the factor that matters most: economic
administration. 	The 	remaining 	enterprise 	is 	not 	conducting 	its 	former 	Miami
investment 	business. 	It 	is 	being 	financially 	administered 	and 	liquidated 	by
GlassRatner. That management has operated principally from Texas for many
months, and its lead decisionmaker has worked there throughout his tenure. The
cases must remain together, and the work ahead is the financial work centered in
Texas.
The Court does not hold that a restructuring adviser can manufacture venue
merely by opening an office or accepting a management title. The result depends on
the evidence that GlassRatner actually displaced former management, directed the
winddown for a substantial period, completed numerous dispositions, managed the
remaining 	portfolios, 	and 	developed 	the 	proposed 	liquidation 	from 	Texas. 	A
professional address without that substantive work would not carry the same weight.
The 	convenience 	of 	the 	parties, 	principally 	economic 	and 	efficient
administration, favors Texas and is sufficient standing alone to support transfer. The
interest of justice does not independently support transfer. Florida retains a genuine
and substantial claim as 777's historical forum. But for the reasons explained that
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claim is not a sufficiently weighty counterweight to overcome CORCO's controlling
emphasis on economic administration. Transfer is therefore appropriate.
V. 	CONCLUSION
Accordingly, the Court ORDERS:
1. 	The Debtor’s Emergency Motion to Transfer Venue to the Northern District of
Texas [Dkt. No. 15] is GRANTED.
2. 	The Clerk is directed to transfer this case to the United States Bankruptcy
Court for the Northern District of Texas.
3. 	The Petitioning Creditors’ Emergency Motion to Stay the Later-Filed Cases
Pending Determination of Debtor’s Transfer Motion [Dkt. No. 17] is DENIED.
4. 	Any pending motions, including the Motion to Convert Chapter 7 Case to
Chapter 11 [Dkt. No. 34], will be considered by the United States Bankruptcy
Court for the Northern District of Texas.
###
Copies To:
All Parties in Interest.
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